Agenda packet — Yountville City Council, August 1, 2023 (part 1 of 3)

Town of Yountville
6550 Yount Street
Yountville, CA 94599
Meeting Packet
Tuesday, August 1, 2023
3:00 PM
Town Hall Council Chambers
Town Council
Mayor Margie Mohler
Vice Mayor Eric Knight
Council Member Hillery Bolt Trippe
Council Member Robin McKeeCant
Council Member Pam Reeves
The Town of Yountville is committed to complying with the Americans with Disabilities Act (ADA) and other similar federal and state laws in all respects. If, as an attendee or participant in this meeting, or in meetings on a regular basis, you will need special assistance beyond what is provided, the Town will provide reasonable accommodations for you. Individuals who need auxiliary aids or services for effective communication or participation in programs and services of the Town of Yountville are invited to make their needs and preferences known by contacting the Town Clerk at (707) 9448851 at least 72 hours prior to the meeting. This notice is available in accessible alternate formats from the ADA Coordinator.

MEETING SCHEDULE AND HOW TO VIEW AGENDA
for you. Individuals who need auxiliary aids or services for effective communication or participation in programs and services of the Town of Yountville are invited to make their needs and preferences known by contacting the Town Clerk at (707) 9448851 at least 72 hours prior to the meeting. This notice is available in accessible alternate formats from the ADA Coordinator.

MEETING SCHEDULE AND HOW TO VIEW AGENDA
Meeting Schedule and Location: The Town Council meets on the first and third Tuesday of the month at 3:00 p.m. and only meets the first Tuesday during the months of August and December at 3:00 p.m. in Town Council Chambers, located at 6550 Yount Street, Yountville, California, 94599.

How to View the Agenda: The Agenda and associated staff reports may be viewed online by visiting the Town’s website at www.townofyountville.com/meetings and clicking on HTML Agenda.

How to Watch the Meeting: The Town Council and other Town Legislative Bodies’ meetings can be watched live in three different ways:

On the Town’s Streaming Media Player at www.townofyountville.com/livevideo.

On the Town’s YouTube Channel at www.townofyountville.com/youtube.

On local cable TV Channel 28.

PROVIDING PUBLIC COMMENT
Members of the public are welcome to attend the Town Council meetings to provide public comment in person or via the Town’s public comment email address [email protected]. Please, include in the subject line “COMMENT TO COUNCIL.”
Any written testimony submitted will be provided to the Council Members electronically, may be read into the record, and will become part of the meeting archive.

HOW TO APPEAL
A person who is dissatisfied with a decision of the Town Council may have the right to a review of the decision by a Court. California Code of Civil Procedure Section 1094.5 and 1094.6 generally limits the time within which a decision of the Town Council may be judicially challenged. If a person challenges a decision in Court, he or she may be limited to raising only those issues raised at the Public Meeting described in this notice, or in written correspondence delivered to the Town Council at, or before, the Public Meeting.

1. CALL TO ORDER; CONVENE REGULAR MEETING 3:00 P.M.

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF AGENDA

5. PROCLAMATIONS AND RECOGNITIONS NONE

6. PUBLIC COMMENT ON MATTERS NOT LISTED ON THE AGENDA
Members of the public are entitled to speak for 3 minutes per speaker on matters of municipal concern not on the agenda, during consideration of that portion of the meeting agenda entitled “Public Comment” when that item is called by the Mayor.

However, the Mayor has the discretion to limit speaking time when it is reasonable under the circumstances, including when there are many items on the agenda or a high volume of members of the public who intend to speak. The Mayor also has the discretion to extend the time to speak. The Mayor shall limit or extend speaking time in a consistent manner that is not based on the content or viewpoint of the speech. The Council may; however, briefly respond to statements made or questions posed by the public, ask for clarification from staff, refer the matter to staff, request staff to report back on the matter, or request staff to place the matter on a future agenda.

Members of the public may also submit Public Comment on matters of municipal concern not on the agenda via email at [email protected].

7. CONSENT CALENDAR
and services of the Town of Yountville are invited to make their needs and preferences known by contacting the Town Clerk at (707) 9448851 at least 72 hours prior to the meeting. This notice is available in accessible alternate formats from the ADA Coordinator.

How to View the Agenda: The Agenda and associated staff reports may be viewed online by visiting the Town’s website at www.townofyountville.com/meetings and clicking on HTML Agenda.

How to Watch the Meeting: The Town Council and other Town Legislative Bodies’ meetings can be watched live in three different ways:

On the Town’s Streaming Media Player at www.townofyountville.com/livevideo.

On the Town’s YouTube Channel at www.townofyountville.com/youtube.

On local cable TV Channel 28.

1. CALL TO ORDER; CONVENE REGULAR MEETING 3:00 P.M.

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF AGENDA

5. PROCLAMATIONS AND RECOGNITIONS NONE

Members of the public may also submit Public Comment on matters of municipal concern not on the agenda via email at [email protected].

7. CONSENT CALENDAR
AApproverequesttocanceltheTownCouncilRegularMeetingsscheduledforAugust152023and ygyg
written correspondence delivered to the Town Council at, or before, the Public Meeting.

1. CALL TO ORDER; CONVENE REGULAR MEETING 3:00 P.M.

2. ROLL CALL

3. PLEDGE OF ALLEGIANCE

4. ADOPTION OF AGENDA

5. PROCLAMATIONS AND RECOGNITIONS NONE

Members of the public may also submit Public Comment on matters of municipal concern not on the agenda via email at [email protected].

7. CONSENT CALENDAR
A. Approve request to cancel the Town Council Regular Meetings scheduled for August 15, 2023 and September 5, 2023.

B. Adopt Resolution 234226 Authorizing submittal of application(s) for the California Governor's Office of Emergency Services program for which Town is eligible and Authorizing Town Manager, to sign the necessary Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements, and /or Fund Transfer Agreements and any subsequent amendments for the allocation and reimbursement of grant funds on behalf of the Town.

C. Adopt Resolution Number 234220; Authorizing the Procurement of a Vactor Truck Via the Town's Cooperative Purchasing Ordinance in the Amount of $397,369.07 with Wastewater Utility Collection Capital Improvement Fund 64 Identified in the Current Capital Improvement Plan (Project WW0041) and Authorizing the Town Manager to Execute the Contract up to the Budgeted Amount.

D. Adopt Resolution Number 234221 Authorizing a construction contract with Robertson Recreational Industries, Inc. for the Installation of Replacement Play Surface at Yountville Community Park Project Number PK0037 for $109,056.15 and authorizing the Town Manager to execute a construction contract, change orders and amendments up to the PK0037 budgeted amount.

E. Adopt Resolution Number 234222 Awarding the Bid for the Fiscal Year 20232024 Street Sweeping Services, Approving a Maintenance Agreement with Commercial Power Sweep for $65,835 and authorizing the Town Manager to execute the maintenance agreement, change orders and amendments up to the budgeted amount.

F. Adopt Resolution Number 234223 Approving a Professional Services Agreement with Larry Walker Associates for OnCall Water and Wastewater, Recycled Water and Potable Water Regulatory Compliance Services.

G. Adopt Resolution Number 234224 Approving Amendment No. 2 to Contract with Napa County for Fire Protection Service and Authorizing the Town Manager Execute Agreement.

H. Adopt Resolution Number 234227 Approving Amendments to the Yountville Parks and Recreation Advisory Commission Bylaws.

I. Continue the Emergency Declaration for the Town of Yountville Recycled Water Transmission Main RepairpursuanttoYountvilleMunicipalCode332390
Fire Protection Service and Authorizing the Town Manager Execute Agreement.

H. Adopt Resolution Number 234227 Approving Amendments to the Yountville Parks and Recreation Advisory Commission Bylaws.

I. Continue the Emergency Declaration for the Town of Yountville Recycled Water Transmission Main Repair pursuant to Yountville Municipal Code 3.32.390
J. NVTID – Yountville Annual Work Plan for Tourism Improvement District Assessment Fund 22 (1015).

K. Preliminary Monthly Financial Report for June 2023
L. Preliminary Quarterly Investment Report for June 2023 M. Approve Minutes of the regular meetings held June 20, 2023 and July 18, 2023 and the special meetings held June 21, 2023, June 30, 2023 and July 19, 2023.

8. PRESENTATIONS
A. Follow Up CalVet / Town Recent Precautionary Boil Water Notice.

B. Napa County CalFire Quarterly Report
C. Napa County Sheriff’s Office Quarterly Report

9. PUBLIC HEARINGS NONE

10. ADMINISTRATIVE / REGULAR ITEMS
A. Consideration and Adoption of Resolution Number 234225 Adopting Town Council Handbook.

B. Introduce and Waive First Reading of Ordinance Number 23519 Amending Yountville Municipal Code Chapter 2.06 (Electronic Filing of Campaign Disclosure Statements) of the Yountville Municipal Code.

C. Discussion and Possible Direction Regarding the Creation of ADA Parking Stall at Forrester Park.

11. STAFF INFORMATIONAL REPORTS

12. COUNCIL MEETING REPORTS, ANNOUNCEMENTS AND AGENDA ITEM REQUESTS A. Napa County Flood Control & Water Conservation District B. Napa Valley Transportation Authority (NVTA)
C. Upper Valley Waste Management Agency
D. LAFCO of Napa County
E. Watershed Information & Conservation Council
F. Climate Action Committee
G. Cal Cities Update
H. Council Ad Hoc and Standing Committee Reports
I. Council Announcements and Agenda Item Requests

13. ADJOURNMENT
Adjourn to the Town Council Special Meeting Tuesday, August 15, 2023 at 3:00 p.m. being held in Town Council Chambers located at 6550 Yount St.
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13. ADJOURNMENT
Adjourn to the Town Council Special Meeting Tuesday, August 15, 2023 at 3:00 p.m. being held in Town Council Chambers located at 6550 Yount St.

I certify that a copy of this Town Council Agenda was posted at a location freelyaccessible to the public at Yountville Town Hall, 6550 Yount Street within the Town of Yountville, the Friday before the meeting. /s/Eddy Gomez, Town Clerk
Town of Yountville
Staff Report
6550 Yount Street
Yountville, CA 94599
Agenda Item #: 7B
Yountville Town Council Staff Report
DATE: August 1, 2023
TO: Mayor and Town Council
FROM: John Ferons, Public Works Director
PREPARED BY: Rosalba Ramirez, Deputy Public Works Director SUBJECT:

Adopt Resolution 23-4226 Authorizing submittal of application(s) for the California Governor's Office of Emergency Services program for which Town is eligible and Authorizing Town Manager, to sign the necessary Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements, and /or Fund Transfer Agreements and any subsequent amendments for the allocation and reimbursement of grant funds on behalf of the Town.

DISCUSSION/BACKGROUND
The Town of Yountville is eligible for various State and Federal grant funding. The Public Works Department is actively seeking Federal Emergency Management Agency grants funds through the California Governor's Office of Emergency Services program for various emergency projects. To claim the Federal funds for the design and construction emergency projects, the State requires a resolution authorizing the submittal of the application.

Along with the approval to apply for a California Governor's Office of Emergency Services program grant, a blanket resolution authorizing the Town Manager to sign Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements, and/or Fund Transfer Agreements and any subsequent amendments on behalf of the Town will fulfill the requirements for the current and any future funding requirements.

The adoption of this resolution will allow the Town Manager to submit a grant application to the California Governor's Office of Emergency Services and sign funding agreements for any approved projects.

ENVIRONMENTAL REVIEW
Not Applicable

FISCAL IMPACT
Is there a Fiscal Impact? No
Is it Currently Budgeted? N/A
Where is it Budgeted? N/A
Is it Mandatory or Discretionary? Discretionary
Is there a Staff Resource Impact? No

STRATEGIC PLAN GOAL
Is item Identified in Strategic Plan? Yes
If yes, Identify Strategic Goal and Objective. Responsible Fiscal Policy: The Town maintains its fiscal health through policies designed to maximize economic opportunities, manage expenses, and ensure prudent reserves.

Briefly Explain Relationship to Strategic Plan Goal and Objective. Using grant funds is fiscally responsible, maximizing economic opportunities and enhances the livability of Yountville with well-maintained public facilities.

RECOMMENDATION
Adopt Resolution 23-4226 Authorizing submittal of application(s) for the California Governor's Office of Emergency Services program for which Town is eligible and Authorizing Town Manager, to sign the necessary Master Agreements, Program Supplemental Agreements, Fund Exchange Agreements, and /or Fund Transfer Agreements and any subsequent amendments for the allocation and reimbursement of grant funds on behalf of the Town.

Town of Yountville
Resolution Number 23-4226

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE

AUTHORIZING SUBMITTAL OF APPLICATION(S) FOR THE CALIFORNIA

GOVERNOR'S OFFICE OF EMERGENCY SERVICES PROGRAM FOR WHICH TOWN

IS ELIGIBLE AND AUTHORIZING TOWN MANAGER, TO SIGN THE NECESSARY

MASTER AGREEMENTS, PROGRAM SUPPLEMENTAL AGREEMENTS, FUND

EXCHANGE AGREEMENTS, AND /OR FUND TRANSFER AGREEMENTS AND ANY

SUBSEQUENT AMENDMENTS FOR THE ALLOCATION AND REIMBURSEMENT OF GRANT FUNDS ON BEHALF OF THE TOWN.

Recitals
A. The Town of Yountville seeking Federal Emergency Management Agency grants funds through the California Governor's Office of Emergency Services program for various emergency projects.

B. To claim the Federal funds for the design and construction emergency projects, the State requires a resolution authorizing the submittal of the application.

C. The State of California requires the application be filed with the California Governor’s Office of Emergency Services for the purpose of obtaining certain federal financial assistance.

D. Federally declared Disaster (DR), Fire Mitigation Assistance Grant (FMAG), California State Only Disaster (CDAA), Immediate Services Program (ISP), Hazard Mitigation Grant Program (HMGP), Building Resilient Infrastructure and Communities (BRIC), Legislative Pre-Disaster Mitigation Program (LPDM), under E. Public Law 93-288 as amended by the Robert T. Stafford Disaster Relief and Emergency Assistance Act of 1988, and/or state financial assistance under the California Disaster Assistance Act.

F. Flood Mitigation Assistance Program (FMA), under Section 1366 of the National Flood Insurance Act of 1968.

G. National Earthquake Hazards Reduction Program (NEHRP) 42 U.S. Code 7704 (b) ((2) (A) (ix) and 42 U.S. Code 7704 (b) (2) (B) National Earthquake Hazards Reduction Program, and also The Consolidated Appropriations Act, 2018, Div. F, Department of Homeland Security Appropriations Act, 2018, Pub. L. No. 115-141 H. California Early Earthquake Warning (CEEW) under CA Gov Code – Gov, Title 2, Div. 1, Chapter 7, Article 5, Sections 8587.8, 8587.11, 8587.12 I. As such, the Town Manager, or his/her designee is hereby authorized and empowered to execute in the name of the Town of Yountville all documents, including but not limited to, applications, agreements, amendments, and requests for payment, necessary to secure funds and implement the approved grant or payment project for California Governor's Office of Emergency Services program for all grants; and
Resolution Number 23-4226
J. That these authorizations are effective from the date of adoption through August 1, 2027.

Now therefore, the Town Council of the Town of Yountville does resolve as follows:

1. The Town Manager is authorized and empowered to execute in the name of the Town of Yountville all documents, including but not limited to, applications, agreements, amendments, and requests for payment, necessary to secure funds and implement the approved grant or payment project.

3. The Resolution is hereby adopted and becomes effective and in full force immediately upon adoption.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 1stt day of August 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

__________________
Margie Mohler, Mayor
ATTEST:
_____________________
Eddy Gomez; Town Clerk
Town of Yountville
Staff Report
6550 Yount Street
Yountville, CA 94599
Agenda Item #: 7C
Yountville Town Council Staff Report
DATE: August 1, 2023
TO: Mayor and Town Council
FROM: John Ferons, Public Works Director
PREPARED BY: Erica Rodgers, Management Analyst
SUBJECT:

Adopt Resolution Number 23-4220; Authorizing the Procurement of a Vactor Truck Via the Town's Cooperative Purchasing Ordinance in the Amount of $397,369.07 with Wastewater Utility Collection Capital Improvement Fund 64 Identified in the Current Capital Improvement Plan (Project WW-0041) and Authorizing the Town Manager to Execute the Contract up to the Budgeted Amount.

DISCUSSION/BACKGROUND
At the June 20, 2023, Council meeting, Town Council adopted Resolution 23-4211 adopting the Town’s FiveYear Capital Improvement Program for fiscal year 2023-2024 to 2027-2028. Included in the program is the replacement of the Wastewater Vactor Truck. The current Vactor truck is a 2004 model with a serviceable life expectancy of ten plus years due to the corrosive nature of its work environment. As such it is nearing the end of its life cycle and the purchase of the new Vactor Truck comes with a +/- 12-month lead time and prolonging the replacement of this essential vehicle will result in expensive and ongoing repairs.

A Vactor Truck is the Town’s large industrial truck with holding tanks, pumps, and suction hoses. Vactor is a brand name, but the vehicle is a vacuum truck that provides a vital service to the Town in maintaining our sewer collection system and wastewater plant operation. A vacuum truck works similarly to a wet/dry shop vacuum. A powerful pump which creates a vacuum, letting the truck suck up liquids and sludges. Just like a home vacuum, the quality of the equipment and the power of the pump affect suction power and the ability to handle difficult jobs. The Vactor brand is the preferred equipment by the Town’s Utility Division for the purpose of maintaining wastewater collection and treatment infrastructure within the permitted regulatory framework because of its superior quality, design, durability, and reliability.

The Vactor Truck purchase is via the Town’s Municipal Code, Title 3 Revenue and Finance, Chapter 3.32.200, Cooperative purchasing with other agencies which allows procurement through a cooperative competitive bidding procedure prepared by and processed through another public, local, State, or Federal governmental agency. For the Town’s purposes we are purchasing the vehicles through Sourcewell. Sourcewell is authorized to provide competitively awarded cooperative purchasing contracts on behalf of itself and its participating agencies.

ENVIRONMENTAL REVIEW
Not Applicable

FISCAL IMPACT
Is there a Fiscal Impact? Yes
Is it Currently Budgeted? Yes
Where is it Budgeted? Wastewater Utility Collection Capital Improvement Fund - 64-4519-5100 Is it Mandatory or Discretionary? Discretionary
Is there a Staff Resource Impact? Nominal

Briefly Explain Relationship to Strategic Plan Goal and Objective. Purchase of the Vactor Truck meets the strategic goal and objective by providing Utility staff the proper equipment address public health and safety as it relates to wastewater collection and treatment, maintaining that critical infrastructure for the benefit of the community.

RECOMMENDATION
Adopt Resolution approving 23-4220 Authorizing the Procurement of a Vactor Truck Via the Town's Cooperative Purchasing Ordinance in the Amount of $397,369.07 with Wastewater Utility Collection Capital Improvement Fund 64 Identified in the Current Capital Improvement Plan (Project WW-0041) and Authorizing the Town Manager to Execute the Contract up to the Budgeted Amount.

Town of Yountville
Resolution Number 23-4220

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE

AUTHORIZING THE PROCUREMENT OF A VACTOR TRUCK VIA THE TOWN'S COOPERATIVE PURCHASING ORDINANCE IN THE AMOUNT OF $397,369.07 WITH WASTEWATER UTILITY COLLECTION CAPITAL IMPROVEMENT FUND 64 IDENTIFIED IN THE CURRENT CAPITAL IMPROVEMENT PLAN (PROJECT WW-0041) AND

AUTHORIZING THE TOWN MANAGER TO EXECUTE THE CONTRACT UP TO THE BUDGETED AMOUNT.

Recitals
A. At the June 20, 2023, Council meeting, Town Council adopted Resolution 23-4211 adopting the Town’s Five-Year Capital Improvement Program for fiscal year 2023-2024 to 2027-2028.

Included in the program is the replacement of the Wastewater Vactor Truck.

B. The current Vactor truck is a 2004 model with a serviceable life expectancy of ten plus years due to the corrosive nature of its work environment, it is nearing the end of its life cycle and prolonging the replacement of this essential vehicle will result in expensive and ongoing repairs.

C. The Vactor brand is the preferred equipment by the Town’s Utility Division for the purpose of maintaining wastewater collection and treatment infrastructure within the permitted regulatory framework because of its superior quality, design, durability, and reliability.

D. This purchase is via the Town’s Municipal Code, Title 3 Revenue and Finance, Chapter

3.32.200, Cooperative purchasing with other agencies. Procurement of this Vactor Truck is via Sourcewell, who is authorized to provide competitively awarded cooperative purchasing contracts on behalf of itself and its participating agencies.

Now, therefore, the Town Council of the Town of Yountville does resolve as follows:

1. The procurement of a Vactor truck via the Town's Cooperative Purchasing Ordinance in the amount of $397,369.07 with wastewater utility collection capital improvement fund 64 identified in the current Capital Improvement Plan (Project WW-0041).

2. Authorize the Town Manager to execute a purchase agreement, change orders and amendments up to the budgeted amount.

3. The Resolution is hereby adopted and becomes effective and in full force immediately upon adoption.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 1stt day of August 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________
ATTEST: Margie Mohler, Mayor
_____________________
Eddy Gomez, Town Clerk

Russ Knight
Tel: 707-290-9093
Quote Number: 2023-51612 1 of 7
Presents a Proposal Summary
of the

Impact
Combination Single Engine Sewer Cleaner with Positive Displacement Vacuum System Mounted on a Heavy Duty Truck Chassis
for
Town of Yountville
7501 Solano Ave.

Yountville, CA 94599
USA
Sourcewell Contract Number: 1011221-VTR
Quote Number: 2023-51612 2 of 7

PRODUCT DESCRIPTION
· iMPACT Combination Machine with Roots 616-15" Hg. Blower, 3 Yard Debris body, 500 Gallons of Fresh Water

STANDARD FEATURES
· Curbside Toolbox w/ Nozzle Storage Rack
· Aluminum Fenders
· Mud Flaps
· Electric / Hydraulic Proportional Boom Control
· Color Coded Sealed Electrical System
· Intuitouch Electronic Package
· Double Acting Hoist Cylinder
· Ex-Ten Steel Cylindrical Debris Tank
· Flexible Hose Guide
· (2) Nozzles w/ Carbide Inserts
· Suction Tube Storage
· 3/4" Nozzle Pipe
· Stainless Steel Float Shut Off System
· Horizontal Microstrainer Prior to Blower
· Debris Body Vacuum Relief System
· Low Water Alarm with Water Pump Flow Indicator
· Water Tank Sight Gauge
· Liquid Float Body Level Indicator
· Front Controlled Blower Drive
· Digital Water Pressure Gauge
· Joystick Boom Control
· Boom Hose Storage
· 40 GPM/2500 PSI
· Rodder System Accumulator - Jack Hammer on/off Control w/ manual valve · 3" Y-Strainer at Water Pump
· Multi-Flow Water System
· 1" Water Relief Valve
· Midship High Pressure Coupling
· 500' x 3/4" Sewer Hose 2500 PSI, Piranha
· Hose Wind Guide (Dual Roller), Manual
· Digital Hose Footage Counter
· Rotating Hose Reel, 3/4" x 500' Capacity, 180 Deg. Rotation · Hydraulic Tank Shutoff Valves
· Tachometer / Chassis Engine w/ Hour Meter
· Water Pump Hour Meter
· PTO Hour Meter
· Hydraulic Oil Temp Alarm
· Tachometer / Blower w/ Hour Meter
· Circuit Breakers
· LED Lights, Clearance, Backup, Stop, Tail, & Turn
· Tow Hooks, Front
· Tow Hooks, Rear
· Electronic Back-Up Alarm
· 6" Vacuum Pipe Package
· Emergency Flare Kit
· Fire Extinguisher 5 Lbs.
· Module Paint, DuPont Imron Elite - Sanded Primer Base · Vactor Standard Manual and USB Version

ADDITIONAL FEATURES
Quote Number: 2023-51612 3 of 7
· Centrifugal Separators (Cyclones)
· Plastic Lube Chart, included with Lube Manifold
· Body Washout
· Digital Water Level Indicator
· Digital Debris Body Level Indicator
· Final Filter and Silencer Ball Valve Drains
· Bellypack Wireless Controls, including hose reel controls · 6" Knife Gate Valve, 6:00 position
· Rear Door Splash Shield
· Lube Manifold
· Pinch Roller
· Worklights (2), Boom
· Worklights (2), Rear Door
· Side Work Lights
· Manhole Worklight
· Rear Directional Control, LED Arrowstick
· Rear Mounted, LED Beacon Light w/ Limb Guard
· Front Mounted, LED Beacon Light w/Limb Guard
· High Pressure Hose Reel
· Rodder Pump Drain Valves
· 25' Leader Hose ( in lieu of standard)
· Rear Directional Control, LED Arrowstick
· Rear Mounted, LED Beacon Light w/ Limb Guard
· Front Mounted, LED Beacon Light w/Limb Guard
· Wireless, Waterproof, Rechargable, Handheld, LED Spot Light w/12V Charger · 10 Light Package, 10 Federal Signal Strobe Lights, LED · Camera System, Front, Rear and Both Sides
· Toolbox, Behind Cab - 14w 36h x 88d - with Lighting
· Safety Cone Storage Rack - Post Style
· Additional Safety Cone Storage Rack - Drop in Style
· 2022 Vactor Surcharge
· Module Paint, DuPont Imron Elite - Sanded Primer Base · 1 Printed Full Vactor Manual
· Vactor Supplied Chassis, Single Axle, 2024 Freightliner M2 106, 300 HP, Auto, 26000 GVWR, Air Brakes, GHG Quote Number: 2023-51612 4 of 7

ALL COST INCREASES FOR MAJOR COMPONENTS (ENGINES, TRANSMISSIONS, AXLES AND TIRES), ALL COSTS

RESULTING FROM GOVERNMENT MANDATED REQUIREMENTS, AND ALL RAW MATERIAL SURCHARGES WILL BE PASSED THROUGH AND ADDED TO FACTORYINVOICES.

Customer Initials ________
Sourcewell price for Vactor 2100i…………..………………………………………………………..$368,788.00 Tax @7.75 %..........................................................................................................................................$28,581.07 Total Price FOB Anderson, Ca.………...…………………………………………………….........…$397,369.07 Registration and training included

THE PROPERTY HEREIN IS GUARANTEED BY MANUFACTURER'S WARRANTY ONLY AND SELLER MAKES NO WARRANTY EXPRESSED

OR IMPLIED, OF MERCHANTABILITY OR OTHERWISE, OR OF FITNESS FOR ANY PARTICULAR PURPOSE, THAT EXTENDS BEYOND THE ABOVE DESCRIPTION OF THE EQUIPMENT.

NOTE: Price is good until February 9, 2023. Cost increases due to the addition of Government mandated safety or environmental devices incurred after the date of this proposal, will be charged to you at our cost. Proof of such costs, if any, will be documented.

TAXES: SALES TAX applicable at time of delivery will be shown on our invoice. FEDERAL EXCISE TAXES, if applicable, will require payment unless a properly executed Exemption Certificate is submitted.

DELIVERY: 365-395 days TERMS: Net 10 or Approved Lease
Let me know if you need any additional information. I can provide you with a bid spec if you need it. I would welcome the opportunity to set up a demo to show you guys just how easy it is to use our unit. If you have any questions, please give me a call at (707) 481-9849.

Sincerely,
Kelly McGrath
Kelly McGrath
Territory Account Manager
QuoteNumber:2023-51612 5 of 7

LIMITED WARRANTY
Limited Warranty. Each machine manufactured by VACTOR MANUFACTURING (or, "the Company") is warranted against defects in material and workmanship for a period of 12 months, provided the machine is used in a normal and reasonable manner and in accordance with all operating, maintenance and safety instructions. In addition, certain machines and components of certain machines have extended warranties as set forth below. If sold to an end user, the applicable warranty period commences from the date of delivery to the end user. If used for rental purposes, the applicable warranty period commences from the date the machine is first made available for rental by the Company or its representative. This limited warranty may be enforced by any subsequent transferee during the warranty period. This limited warranty is the sole and exclusive warranty given by the Company.

STANDARD EXTENDED WARRANTIES (Total Warranty Duration)
2100 Series, HXX Series and Jetters 10 years against water tank leakage due to corrosion. Nonmetallic water tanks are covered for 5 yrs. against any factory defect in material or workmanship. 2100 Series, HXX Series and Guzzler only 5 years against leakage of debris tank, centrifugal compressor or housing due to rust-through.
2100 Series and Jetters 2 years - Vactor Rodder Pump
Exclusive Remedy. Should any warranted product fail during the warranty period, the Company will cause to be repaired or replaced, as the Company may elect, any part or parts of such machine that the Company's examination discloses to be defective in material or factory workmanship. Repairs or replacements are to be made at the selling Company's authorized dealer's or distributor's location or at other locations approved by the Company. In lieu of repair or replacement, the Company may elect, at its sole discretion, to refund the purchase price of any product deemed defective. The foregoing remedies shall be the sole and exclusive remedies of any party making a valid warranty claim.

This Limited Warranty shall not apply to (and the Company shall not be responsible for):

1. Major components or trade accessories that have a separate warranty from their original manufacturer, such as, but not limited to, trucks and truck chassis, engines, hydraulic pumps and motors, tires and batteries.

2. Normal adjustments and maintenance services.

3. Normal wear parts such as, but not limited to, oils, fluids, vacuum hose, light bulbs, fuses and gaskets.

4. Failures resulting from the machine being operated in a manner or for a purpose not recommended or not in accordance with operating, maintenance or safety instructions provided by the Company.

5. Repairs, modifications or alterations without the express written consent of the Company, which in the Company's sole judgment, have adversely affected the machine's stability, operation or reliability as originally designed and manufactured.

6. Items subject to misuse, negligence, accident or improper maintenance. *NOTE* The use in the product of any part other than parts approved by the Company may invalidate this warranty. The Company reserves the right to determine, in its sole discretion, if the use of non-approved parts operates to invalidate the warranty. Nothing contained in this warranty shall make the Company liable for loss, injury, or damage of any kind to any person or entity resulting from any defect or failure in the machine.

THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND TO THE EXTENT

PERMITTED, CONFERRED BY STATUTE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF

MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AGAINST FAILURE OF ITS ESSTENTIAL PURPOSE, ALL OF WHICH ARE DISCLAIMED.

This warranty is in lieu of all other obligations or liabilities, contractual and otherwise, on the part of the Company. For the avoidance of doubt, the Company shall not be liable for any indirect, special, incidental or consequential damages, including, but not limited to, loss of use or lost profits. The Company makes no representation that the machine has the capacity to perform any functions other than as contained in the Company's written literature, catalogs or specifications accompanying delivery of the machine. No person or affiliated company representative is authorized to alter the terms of this warranty, to give any other warranties or to assume any other liability on behalf of the Company in connection with the sale, servicing or repair of any machine manufactured by the Company. Any legal action based hereon must be commenced within eighteen (18) months of the event or facts giving rise to such action.

The Company reserves the right to make design changes or improvements in its products without imposing any obligation upon itself to change or improve previously manufactured products.

VACTOR MANUFACTURING
1621 S. Illinois Street
Streator, IL 61364

TERMS AND CONDITIONS
Quote Number:2023-51612 6 of 7
ORDERS: All orders are subject to acceptance by Vactor
Manufacturing, Inc. or Guzzler Manufacturing, Inc. (hereafter referred to as Vactor). Orders for products not normally carried in stock or requiring special engineering or manufacturing is in every case subject to approval by Vactor's Management.

PRICES: All orders are subject to current prices in effect at the time of order acknowledgement.

F.O.B. Point: Unless otherwise stated, all prices listed are F.O.B. factory.

PAYMENT TERMS: The company's payment terms are due
upon receipt, unless otherwise stated. However, until such time as Vactor receives full payment, Vactor shall maintain a purchase money security interest in the product.

CANCELLATION: Orders cannot be cancelled except upon
terms that will compensate Vactor for any loss or damage sustained. Such loss will be a minimum of 10% of the purchase price.

SHIPMENT: All proposals are based on continuous and
uninterrupted delivery of the order upon completion, unless specifications distinctly state otherwise. In the event that agreement is reached for Vactor to store completed items, they will be immediately invoiced to the customer and become due and payable. Storage shall be at the risk of the customer and Vactor shall be liable only for ordinary care of the property.

STORAGE CHARGES: Vactor shall charge the customer at
current rates for handling and storing customer's property (e.g. truck chassis) held for more than thirty (30) days after notification of availability for shipment. All customer's property, or third party's property, that is stored by Vactor is at the customer's or other party's risk. Vactor is not liable for any loss or damage thereto caused by fire, water, corrosion, theft, negligence, or any caused beyond its reasonable control.

PERFORMANCE: Vactor shall not be liable for failure to
complete the contract in accordance with its terms if failure is due to wars, strikes, fires, floods, accidents, delays in transportation or other causes beyond its reasonable control.

EXPERIMENTAL WORK: Work performed at customer's
request such as sketches, drawings, design, testing, fabrication and materials shall be charged at current rates.

SKETCHES, ENGINEERING DRAWINGS, MODELS and
all preparatory work created or furnished by Vactor, shall remain its exclusive property; and no use of same shall be made nor may ideas obtained therefrom be used except with the consent of and on terms acceptable to Vactor.

TAXES: Buyer's final cost shall include all applicable sales and use taxes, including all sales and use taxes attributable to any changes made to Buyer's initial order placed hereunder or to any changes to applicable sales and use tax laws. However, Vactor Manufacturing, Inc. shall be responsible for Federal Excise Tax (F.E.T.) unless it is separately stated on the invoice and added to the selling price. If F.E.T. is not separately stated on the invoice it has not been included in the price and Vactor will pay any F.E.T. due itself and bear the cost of the tax. Any refunds or adjustments to the F.E.T. in such cases belong to Vactor.

PRODUCT IMPROVEMENTS: Vactor reserves the right to
change manufacturing specifications and procedure in
accordance with its product improvement policy.

MOUNTING PRICES: Mounting prices assume normally
factory installation on a truck chassis suitable for the unit purchased. Relocation of batteries, fuel tanks, mufflers, air tanks, etc. will be an additional charge, billed at the standard factory labor rate.

WARRANTY: Vactor warrants its products to be free from
defects in material and workmanship for a period of 12 months, subject to the limitations and conditions set forth in its current published warranty. Other than those expressly stated
herein. THERE ARE NOT OTHER WARRANTIES OF ANY

KIND EXPRESS OR IMPLIED, AND SPECIFICALLY

EXCLUDED BUT NOT BY WAY OF LIMITATION, ARE

THE IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE AND MECHANTABILITY.

IT IS UNDERSTOOD AND AGREED THE VACTOR'S

LIABILITY WHETHER IN CONTRACT, IN TORT,

UNDER ANY WARRANTY IN NEGLIGENCE OR

OTHERWISE SHALL NOT EXCEED THE RETURN OF

THE AMOUNT OF THE PURCHASE PRICE PAID BY

THE PURCHASER AND UNDER NO CIRCUMSTANCES

SHALL VACTOR BE LIABLE FOR SPECIAL,

INDIRECT, INCIDENTAL OR CONSEQUENTIAL
DAMAGES. THE PRICES STATED FOR THE

EQUIPMENT IS A CONSIDERATION IN LIMITING
VACTOR'S LIABILITY. NO ACTION REGARDLESS

OF FORM, ARISING OUT OF THE TRANSACTION OF

THE AGREEMENT MAY BE BROUGHT BY

PURCHASER MORE THAN ONE YEAR AFTER THE
CAUSE OF ACTION HAS OCCURRED.

VACTOR'S MAXIMUM LIABILITY SHALL NOT

EXCEED AND BUYER'S REMEDY IS LIMITED TO

EITHER (I) REPAIR OR REPLACEMENT OF THE

DEFECTIVE PART OF PRODUCT, OR AT VACTOR'S

OPTION (II) RETURN OF THE PRODUCT AND

REFUND OF THE PURCHASE PRICE AND SUCH

REMEDY SHALL BE BUYER'S ENTIRE AND
EXCLUSIVE REMEDY.

TERMS AND CONDITIONS
Quote Number:2023-51612 7 of 7
CHOICE OF LAW: These terms and conditions shall be
construed according to the laws of the State of Illinois. Failure at anytime by Vactor to exercise any right of its rights under this agreement shall not constitute a waiver-thereof nor prejudice Vactor's right to enforce it thereafter.

COMPLETE AGREEMENT: These terms and conditions,
contain the complete and final agreement between the parties hereto and no other agreement in any way modifying any of these terms and conditions will be binding on Vactor unless in writing and agreed to by an authorized representative of Vactor. All proposed terms included in Buyer's purchase order or other standard contracting documents are expressly rejected.

I agree with the above terms and conditions:
___________________________
Date: ______________
101221-VTR
Rev. 3/2021 1
Solicitation Number: RFP #101221

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Vactor Manufacturing, a division of Federal Signal, 1621 South Illinois St., Streator, IL 61364 (Supplier).

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

Sourcewell issued a public solicitation for Sewer Vacuum, Hydro-Excavation, and Municipal Pumping Equipment with Related Accessories and Supplies from which Supplier was awarded a contract.

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

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

B. EXPIRATION DATE AND EXTENSION. This Contract expires November 29, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

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

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

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Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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

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

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

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

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

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

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

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

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

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

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returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

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

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

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

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

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

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

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

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

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

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

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

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

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

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

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

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

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

101221-VTR
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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

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

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

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

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

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

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

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

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

101221-VTR
Rev. 3/2021 6
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11. INDEMNITY AND HOLD HARMLESS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1. Nonperformance of contractual requirements, or

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

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

18. INSURANCE

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

1. Workers’ Compensation and Employer’s Liability.

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

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

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

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

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

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

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

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

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

Minimum Limits:
$2,000,000

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions.

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

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

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

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

101221-VTR
Rev. 3/2021 16
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

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

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation

101221-VTR
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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.

Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

101221-VTR
Rev. 3/2021 18
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.

22. CANCELLATION
Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Vactor Manufacturing,
a division of Federal Signal
By: __________________________ By: __________________________ Jeremy Schwartz David Panizzi
Title: Chief Procurement Officer Title: Business Development Manager Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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7KH%LGGHUDFNQRZOHGJHVDQGDJUHHVWKDWWKHDGGHQGXPDGGHQGDEHORZIRUPSDUWRIWKH%LG'RFXPHQW Bid Number: RFP 101221 Vendor Name: Elgin Sweeper Co.

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Bid Number: RFP 101221 Vendor Name: Elgin Sweeper Co.

1300 W. Bartlett Road ▪ Elgin, IL 60120 ▪ p. (847)741-5370 ▪ f. (847)742-3035 ▪ www.elginsweeper.com De
January 25, 2023
To Whom It May Concern:

Thanks for reaching out and for your inquiry regarding our Elgin Sweeper and Vactor products and the use of our Sourcewell contract to purchase these products. I wanted to clarify that Federal Signal is the parent holding company for the Elgin Sweeper and Vactor Manufacturing Companies. For this reason, our products are sold and serviced through our network of authorized dealers across North America. The dealers are trained to sell and service these products and are also well versed on the use of our Sourcewell contract. The process for using the contract is as simple as requesting a quote/proposal (in accordance with our Sourcewell contract) from your local dealer. All you need to do is provide your membership number and then submit your purchase order to the dealer – we will take care of the rest.

The authorized Elgin and Vactor dealer in Northern CA is Owen Equipment Company and their business location is shown below. Please feel free to contact them directly.

Owen Equipment Company
1085 Horizon Drive
Fairfield, CA 94533
If you have any questions regarding the use of the Sourcewell contract or the identification of an authorized Elgin or Vactor distributor, please call Elgin Sweeper Company at 847- 741-5370 or Vactor Manufacturing at 815-672-3171. We will be happy to provide you with the requested information.

Best regards,
John E. Abramowski
Regional Sales Manager
Federal Signal Environmental Solutions Group
Elgin Sweeper & Vactor Products
847-682-8918
ELGIN
VACTOR
Town of Yountville
Staff Report
6550 Yount Street
Yountville, CA 94599
Agenda Item #: 7D
Yountville Town Council Staff Report
DATE: August 1, 2023
TO: Mayor and Town Council
FROM: John Ferons, Public Works Director
PREPARED BY: Erica Rodgers, Management Analyst
SUBJECT:

Adopt Resolution Number 23-4221 Authorizing a construction contract with Robertson Recreational Industries, Inc. for the Installation of Replacement Play Surface at Yountville Community Park Project Number PK-0037 for $109,056.15 and authorizing the Town Manager to execute a construction contract, change orders and amendments up to the PK-0037 budgeted amount.

DISCUSSION/BACKGROUND
At the June 20, 2023, Council Meeting, Town Council adopted Resolution 23-4211 adopting the Town’s FiveYear Capital Improvement Program for fiscal year 2023-2024 to 2027-2028. Included in the program is the replacement of the play surface at Yountville Community Park (PK-0037).

In 2014 the rubber play surface was installed as part of the Park Major Equipment Replacement Program (PK3015). The rubber play surface provides an accessible play area and meets the ADA (American Disabilities Act) standards. Due to regular use in one of the Town’s most popular parks, the existing play surface has reached the end of its life cycle and needs resurfacing. This project will continue to provide a safe and pleasant experience as well as an accessible play area for the residents and visitors of the playground at Yountville Community Park.

This award falls under a Sole Source Purchase as provided under Town Municipal Code 3.32.190 B. Sole Source Purchases. The proposed resurfacing is a product named TotTurf Renew Re-Top which will install a ReNew Retop Surfacing System on the original TotTurf play surface. Robertson Recreational Surfaces is the only official installer of this specific product which is needed to resurface the existing playground. As such it is a commodity and service that is obtained from only one vendor and deemed a sole source of purchases. Approval of any sole source acquisition shall be obtained from the Town Council for an award of a contract or purchase order of $45,000 or more.

ENVIRONMENTAL REVIEW
Not Applicable

FISCAL IMPACT
Is there a Fiscal Impact? Yes
Is it Currently Budgeted? Yes
Where is it Budgeted? Capital Projects Fund - 50-6000-5400; PK-0037 Is it Mandatory or Discretionary? Discretionary
Is there a Staff Resource Impact? No

STRATEGIC PLAN GOAL
Is item Identified in Strategic Plan? Yes
If yes, Identify Strategic Goal and Objective. Quality of Life: The Town enhances the livability of Yountville by providing well-maintained public facilities, parks, and trails, and quality programs and events.

Briefly Explain Relationship to Strategic Plan Goal and Objective. By continuing to keep our parks wellmaintained, we enhance the quality of life in Yountville.

RECOMMENDATION
Adopt Resolution approving 23-4221 Authorizing a construction contract with Robertson Recreational Industries, Inc. for the installation of replacement play surface at Yountville Community Park Project Number PK-0037 for $109,056.15 and authorizing the Town Manager to execute a construction contract, change orders and amendments up to the PK-0037 budgeted amount.

Town of Yountville
Resolution Number 23-4221

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE

AUTHORIZING A CONSTRUCTION CONTRACT WITH ROBERTSON RECREATIONAL INDUSTRIES, INC. FOR THE INSTALLATION OF REPLACEMENT PLAY SURFACE AT YOUNTVILLE COMMUNITY PARK, PROJECT NUMBER PK-0037 FOR $109,056.15, AND

AUTHORIZING THE TOWN MANAGER TO EXECUTE A CONSTRUCTION CONTRACT, CHANGE ORDERS AND AMENDMENTS UP TO THE PK-0037 BUDGETED AMOUNT. ___________________________________________________________________________ Recitals
A. At the June 20, 2023, Town Council meeting, Council adopted Resolution 23-4211 adopting the Town’s Five-Year Capital Improvement Program for fiscal year 2023-2024-2028. Included in the program is the replacement of the play surface at Yountville Community Park.

B. In 2014 the rubber play surface was installed as part of the Park Major Equipment Replacement Program (PK-3015)/ The rubber play surface provided a more accessible play area and met the ADA (American Disabilities Act) standards.

C. The existing play surface has reached the end of its life cycle and needs to be replaced. This project will provide a safe and pleasant experience as well as an accessible play area.

D. This award falls under a Sole Source Purchase as provided under Town Municipal Code 3.32.190 B. Sole Source Purchases. The proposed resurfacing is a product named TotTurf Renew Re-Top which will install a ReNew Retop Surfacing System. Robertson Recreational Surfaces is the only official installer of this specific product which is needed to resurface the existing playground. As such it is a commodity and service that is obtained from only one vendor and deemed a sole source for purchases.

Now, therefore, the Town Council of the Town of Yountville does resolve as follows:

1. Authorize a construction contract with Robertson Recreational Industries, Inc for the installation of a replacement play surface at Yountville Community Park Project Number PK-0037.

2. Authorize the Town Manager to execute a construction contract, change orders and amendments up to the PK-0037 budgeted amount.

3. The Resolution is hereby adopted and becomes effective and in full force immediately upon adoption.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 1st day of August 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________
ATTEST: Margie Mohler, Mayor
_____________________
Eddy Gomez, Town Clerk
CSA #: _______________
Construction Services Agreement

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CONSTRUCTION SERVICES AGREEMENT
Providing Payment of Prevailing Wages
(Town of Yountville / ____________________________)

1. IDENTIFICATION
This CONSTRUCTION SERVICES AGREEMENT (“Agreement”) is entered into by and between the Town of Yountville, a California municipal corporation (“Town”), and ___________________________________, a ____________________________ (“Contractor”).

2. RECITALS

2.1. Town has determined that it requires the following construction services from a contractor:____________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

2.2. Contractor represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, Town and Contractor agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such professional services as are set forth in Contractor’s ___________________ proposal to Town attached hereto as Exhibit A and incorporated herein by this reference.

3.2. “Town Standards and Specifications”: The Town’s set of technical specifications, which are incorporated herein by reference. These specifications shall provide the technical standards for work as applicable, in the opinion of the Director of Public Works. Copies are available at Town Hall.

3.3. “Agreement Administrator”: The Agreement Administrator for this project is _______________________________________________________. The Agreement Administrator shall be the principal point of contact at the Town for this project. All services under this Agreement shall be performed at the request of the Agreement [Company or Individual]
2023-818 Park Play Surface Replacement (PK-0037). Provide all materials, equipment and labor for the Yountville Community Robertson Recreational Surfaces, Inc. Larry Handcock, Municipal Operations Manager July 22, 2022 CSA #: _______________
Construction Services Agreement

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Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. Town reserves the right to change this designation upon written notice to Contractor

3.4. “Maximum Amount”: The highest total compensation and costs payable to Contractor by Town under this Agreement. The Maximum Amount under this Agreement is ______________________________________________________________ Dollars ($______________________________).

3.5. “Commencement Date”:__________________

3.6. “Termination Date”:__________________

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 18 (“Termination”) below. Contractor may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by Town in writing and incorporated in written amendments to this agreement.

5. CONTRACTOR’S DUTIES

5.1. Services. Contractor shall perform the services identified in the Scope of Services.

Town shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement.

5.2. Coordination with Town. In performing services under this Agreement, Contractor shall coordinate all contact with Town through its Agreement Administrator.

5.3. Budgetary Notification. Contractor shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Contractor shall concurrently inform the Agreement Administrator, in writing, of Contractor’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.4. Business License. Contractor shall obtain and maintain in force a Town business license for the duration of this Agreement.

One Hundred Nine Thousand Fifty Six and Fifteen Cents 109,056.15 08/1/2023 06/30/2024 CSA #: _______________
Construction Services Agreement

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Professional Standards. Contractor shall perform all work to the highest standards of Contractor’s profession and in a manner reasonably satisfactory to Town. 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 this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.5. Appropriate Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision or by subcontractor(s) of Contractor, and all personnel engaged in the work shall be qualified to perform such services. _______________________________________________ shall be Contractor’s project administrator and shall have direct responsibility for management of Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without Town’s prior written consent.

5.6. Project Site. Contractor shall perform the Services in such a manner as to cause a minimum of interference with Town’s operations and the operations of other contractors at each Project site and to protect all persons and property thereon from damage or injury. Upon completion of the Services at a Project site, Contractor shall leave such Project site clean and free of all tools, equipment, waste materials and rubbish. Each Project site may include all buildings, offices, and other locations where Services are to be performed, including any access roads. Contractor shall be solely responsible for the safe transportation and packing in proper containers and storage of any equipment required for performing the Services, whether owned, leased or rented.

Town will not be responsible for any such equipment which is lost, stolen or damaged or for any additional rental charges for such equipment. Equipment left or stored at a Project site, with or without permission, is at Contractor’s sole risk. Town may assume that anything left on the work site an unreasonable length of time after said work is completed has been abandoned. Any transportation furnished by Town shall be solely as an accommodation and Town shall have no liability therefore. Contractor acknowledges and agrees that it shall assume the risk and is solely responsible for its use of any Town owned equipment and property provided by Town for the performance of Services. Town shall have no liability to Contractor therefore. In addition, Contractor further acknowledges and agrees that it shall assume the risk and is solely responsible for its owned, non-owned and hired automobiles, trucks or other motorized vehicles as well as any equipment, tolls, or other property which is utilized by Contractor on each Project site.

5.7. Prevailing Wages. This Agreement is subject to the prevailing wage law as more fully set forth in Section 8 (Labor Code), for all work performed under this Agreement for which the payment of prevailing wages is required under the California Labor Code. In Frank Horwath
CSA #: _______________
Construction Services Agreement

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particular, Contractor acknowledges that prevailing wage determinations are available for work performed under this Agreement.

5.8. Unauthorized Delay. In accordance with Government Code 53069.85, and all other applicable law, the Contractor agrees to forfeit and pay Town the amount of Two Hundred Dollars ($200.00) per day for each and every day of unauthorized delay beyond the Termination Date, which shall be deducted from any monies due to Contractor. This payment shall be considered liquidated damages. Contractor agrees that such liquidated damages are reasonable under the circumstances existing at the time of execution of the contract, that such liquidated damages are to compensate Town for losses that are difficult to measure, and that such damages are not a penalty.

5.9. Unforeseeable Delay. Contractor shall not be deemed in breach of this Agreement and no forfeiture due to delay shall be made because of any delays in the completion of the Scope of Services due to unforeseeable causes beyond the control and without the fault or negligence of Contractor provided Contractor requests from the Agreement Administrator an extension of time in writing. Unforeseeable causes of delay beyond the control of Contractor shall include acts of God, acts of a public enemy, acts of the government, acts of Town, or acts of another contractor in the performance of a contract with Town, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and weather, or delays of subcontractors due to such causes, or delays caused by failure of the owner of a utility to provide for removal or relocation of existing utility facilities.

Delays caused by actions or negligence of Contractor or its agents, servants, employees, officers, subcontractors, directors, or of any party contracting to perform part of all of the Scope of Services or to supply any equipment or materials shall not be unforeseeable delays. Unforeseeable delays (those beyond Contractor’s control) shall not entitle Contractor to any additional compensation beyond the Maximum Amount.

The sole recourse of Contractor shall be to seek an extension of time from the Agreement Administrator.

5.10. Defective Work. All work which is defective in its construction or deficient in any of the requirements set by Town Reference Specifications shall be remedied or replaced by Contractor in an acceptable manner at its own expense. Defective work shall not entitle Contractor to any additional compensation beyond the Maximum Amount.

5.11. Permits and Approvals. Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Contractor’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

5.12. Notification of Organizational Changes. Contractor shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Contractor’s firm or of any subcontractor. Change of ownership or control of Contractor’s firm may require an amendment to this Agreement.

CSA #: _______________
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5.13. Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to Town under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of Town. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of Town, for a period of three (3) years after final payment under this Agreement.

6. HEALTH AND SAFETY PROGRAMS

6.1. As appropriate for the scope of work to be performed, the Contractor shall establish, maintain, and enforce safe work practices, and implement an accident/incident prevention program intended to ensure safe and healthful operations under their direction. The program shall include all requisite components of such a program under Federal, State and local regulations and shall comply with all Town site programs.

6.2. Contractor will be responsible for acquiring job hazard assessments as necessary to safely perform all duties of each Project and provide a copy to Town upon request.

6.3. Contractor will be responsible for providing all employee health and safety training and personal protective equipment in accordance with potential hazards that may be encountered in performance of Project and provide copies of the certified training records upon request by Town. Contractor shall be responsible for proper maintenance and/or disposal of their personal protective equipment and material handling equipment.

6.4. Contractor is responsible for ensuring that its lower-tier subcontractors are aware of and will comply with the requirements set forth herein.

6.5. Town, or its representatives, shall periodically monitor the safety performance of the Contractor working on the Project. All Contractors and their subcontractors shall be required to comply with the safety and health obligations as established in the Agreement. Non-compliance with safety, health, or fire requirements may result in cessation of work activities, until items in non-compliance are corrected. It is also expressly acknowledged, understood and agreed that no payment shall be due from Town to Contractor under this Agreement at any time when, or for any Services performed when, Contractor is not in full compliance with this Section 10.

CSA #: _______________
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6.6. Contractor shall immediately report any injuries to the Town site safety representative.

Additionally, the Contractor shall investigate and submit to the Town site safety representative copies of all written accident reports, and coordinate with Town if further investigation is requested.

6.7. Contractor shall take all reasonable steps and precautions to protect the health of their employees and other site personnel with regard to their Scope of Services. Contractor shall conduct occupational health monitoring and/or sampling to determine levels of exposure of its employees to hazardous or toxic substances or environmental conditions. Copies of any sampling results will be forwarded to the Town site safety representative upon request.

6.8. Contractor shall develop a plan to properly handle and dispose of all hazardous wastes they generate within the Scope of Services.

6.9. Contractor shall advise its employees and subcontractors that any employee, who jeopardizes his/her safety and health, or the safety and health of others, may be subject to actions including removal from Project.

6.10. Contractor shall, at the sole option of the Town develop and provide to the Town a Hazardous Material Spill Response Plan that includes provisions for spill containment and clean-up, emergency contact information including regulatory agencies and spill sampling and analysis procedures. Hazardous Materials to include diesel fuel used for trucks owned or leased by the Contractor

7. SUBCONTRACTING AND ASSIGNMENT

7.1. General Prohibition of Assignment. This Agreement covers construction services of a specific and unique nature. Except as otherwise provided herein, Contractor shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

7.2. Contractor Responsible. Contractor shall be responsible to Town for all services to be performed under this Agreement.

7.3. Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein unless (1) such subcontracting is specifically described in the proposal attached hereto or (2) the Town provides prior written approval. In any event, Contractor shall supervise all work subcontracted by Contractor in performing the Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work. The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to the Services. Contractor is obligated to ensure that any and all CSA #: _______________
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subcontractors performing any Services shall be fully insured in all respects and to the same extent as set forth under Section 13, to Town’s satisfaction.

7.4. Compensation for Subcontractors. Contractor shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. Town shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7.5. Warranty. In addition to any and all warranties provided or implied by law or public policy, Contractor warrants that all Services (including but not limited to all equipment and materials supplied in connection therewith) shall be free from defects in design and workmanship, and that Contractor shall perform all Services in accordance with all applicable engineering, construction and other codes and standards, and with the degree of high professional skill normally exercised by or expected from recognized professional firms engaged in the practice of supplying services of a nature similar to the Services in question. Contractor further warrants that, in addition to furnishing all tools, equipment and supplies customarily required for performance of work, Contractor shall furnish personnel with the training, experience and physical ability, as well as adequate supervision, required to perform the Services in accordance with the preceding standards and the other requirements of this Agreement. In addition to all other rights and remedies which Town may have, Town shall have the right to require, and Contractor shall be obligated at its own expense to perform, all further services which may be required to correct any deficiencies which result from Contractor’s failure to perform any Services in accordance with the standards required by this Agreement. Moreover, if, during the term of this Agreement (or during the one (1) year period following the term hereof), any equipment, goods or other materials or Services used or provided by Contractor under this Agreement fail due to defects in material and/or workmanship or other breach of this Agreement, Contractor shall, upon any reasonable notice from Town, replace or repair the same to Town's satisfaction. Unless otherwise expressly permitted, all materials and supplies to be used by Contractor in the performance of the Services shall be new and best of kind.

Contractor hereby assigns to Town all additional warranties, extended warranties, or benefits like warranties, such as insurance, provided by or reasonably obtainable from suppliers of equipment and material used in the Services.

8. COMPENSATION

8.1. General. Town agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept payment, of the Maximum Amount in full satisfaction for such services. Compensation shall not exceed the Maximum Amount.

Contractor shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by Town in advance.

CSA #: _______________
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8.2. Retention. Town may retain up to 5% of each payment until project completion.

Contractor may at its own expense substitute securities equivalent to the amount withheld as retention (or the retained percentage) in accordance with Public Contract Code 22300. At the request and expense of Contractor, securities equivalent to the amount withheld shall be deposited with Town, or with a state or federally chartered bank in this state as the escrow agent, who shall then pay those moneys to Town. Upon satisfactory completion of this Agreement, the securities shall be returned to Contractor.

8.3. Invoices. Contractor shall submit to Town an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. Contractor shall include a copy of each subcontractor invoice, if any, for which reimbursement is sought in the invoice.

8.4. Taxes. Town shall not withhold applicable taxes or other payroll deductions from payments made to Contractor except as otherwise required by law. Contractor shall be solely responsible for calculating, withholding, and paying all taxes.

8.5. Compensation Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Contractor.

8.6. Additional Work. Contractor shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the Town on a time-and-materials basis pursuant to a written change order. Contractor shall not undertake any such work without prior written approval of the Town. A written change order may be issued without amendment to this Agreement, so long as such written change order does not cause the Maximum Amount to be exceeded.

Contractor shall only be compensated for such additional work at the rates and costs for labor and materials included in the bid or proposal.

8.7. Town-Initiated Changes - Town may propose in writing changes to Contractor’s work within the Scope of Services described. If Contractor is of the opinion that any proposed change causes an increase or decrease in the cost, or a change in the schedule for performance, of the services, Contractor shall notify Town in writing of that fact within five (5) days after receipt of written proposal for changes.

8.8. Contractor-Initiated Changes – Contractor may propose in writing changes to the Scope of Services, upon identifying a condition which may change the Scope of Services as agreed at the time of execution of this Agreement. Contractor must notify the Town’s Agreement Administrator of any changed conditions upon discovery and before they are disturbed. The Public Works Director shall investigate, and if the Public Works Director determines that the conditions will materially affect costs, will issue a CSA #: _______________
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Change Order adjusting the compensation for such portion of the Scope of Services. If the Public Works Director determines that conditions are changed conditions and they will materially affect performance time, the Contractor, upon submitting a written request, will be granted an extension of time. If the Public Works Director determines that the conditions do not justify an adjustment in compensation or time, the Contractor will be notified in writing. This notice will also advise the Contractor of its obligation to notify the Public Works Director in writing if the Contractor disagrees.

When and if Town and Contractor reach agreement on any such proposed change and its effect on the cost and time for performance, they shall confirm such agreement in writing as an amendment to this Agreement. Contractor may not cease work or delay progress on the original project pending negotiations over changes, and must continue to diligently complete the project.

Should the Contractor disagree with the decision, it may submit a written notice of potential claim to the Public Works Director before commencing the disputed work. In the event of such a dispute, the Contractor shall not be excused from any scheduled completion date provided by the Contract and shall proceed with all work to be performed under the Contract. However, the Contractor shall retain any and all rights provided by either Contract or law which pertain to the resolution of disputes and protests between the contracting parties.

The Contractor’s failure to give notice of changed conditions promptly upon their discovery and before they are disturbed shall constitute a waiver of all claims in connection therewith.

9. LABOR CODE

9.1. Prevailing Wage Law. This Agreement is subject to the requirements of the prevailing wage laws, including, but not limited to, Labor Code Section 1720 et seq., and Labor Code Section 1770 et seq., as well as Code of Regulations, Title 8, Section 16000 et seq., which require payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Contractor shall defend, indemnify, and hold harmless Town, and its officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of failure or alleged failure of Contractor to comply with such prevailing wage laws.

9.2. Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, the Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification.

9.3. Forfeiture. Contractor shall forfeit as a penalty to Town Two Hundred Dollars ($200.00), or any greater penalty provided in the Labor Code, for each calendar day, or CSA #: _______________
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portion thereof, for each worker paid less than the prevailing wage rates for any work done under this Agreement employed in the performance of the Scope of Services by Contractor or by any subcontractor of Contractor in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.

9.4. Apprentices. Contractor shall comply with the provisions of Labor Code 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code 1777.5.

9.5. Payroll Records. Pursuant to Labor Code 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Labor Code 1811 and Labor Code 1815 for any work performed by his or her employees on the public works project. The payroll records shall be certified and shall be available for inspection at all reasonable hours as required by Labor Code 1776.

9.6. 8-Hour Work Day. This Agreement is subject to 8-hour work day and wage and hour penalty laws, including, but not limited to, Labor Code 1810 and Labor Code 1813.

Contractor and any subcontractor(s) of Contractor shall strictly adhere to the provisions of the Labor Code regarding 8-hour work day and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Pursuant to the Labor Code, eight hours’ labor shall constitute a legal day’s work. Work performed by Contractor’s employees in excess of eight hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay.

Contractor shall forfeit as a penalty to Town $25.00, or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

9.7. Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code 1771 and Labor Code 1725.5 requiring registration with the Department of Industrial Relations (DIR).

10. PUBLIC CONTRACT CODE.

CSA #: _______________
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10.1. Prompt Payment. This Agreement is subject to the provisions of Article 1.7 (commencing at § 20104.50) of Division 2, Part 3 of the Public Contract Code regarding prompt payment of contractors by local governments. Article 1.7 mandates certain procedures for the payment of undisputed and properly submitted payment requests within 30 days after receipt, for the review of payment requests, for notice to the contractor of improper payment requests, and provides for the payment of interest on progress payment requests which are not timely made in accordance with this Article. This Agreement hereby incorporates the provisions of Article 1.7 as though fully set forth herein.

10.2. Public Works Claims Less Than $375,000. To the extent applicable, this Agreement is further subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the contractor, for the response to such claims by the contracting public agency, for a mandatory meet and confer conference upon the request of the contractor, for mandatory nonbinding mediation in the event litigation is commenced, and for mandatory judicial arbitration if the parties fail to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

10.3. Ineligible Subcontractor(s). This Agreement is further subject to the provisions of Public Contracts Code 6109 which prohibits Contractor from performing work on this project with a subcontractor who is ineligible to perform work on the project pursuant to Labor Code 1777.1 or Labor Code 1777.7.

10.4. Assignment of Actions. Contractor and any and all subcontractors shall offer and agree to assign to Town all rights, title, and interest in and to all causes of action it/they may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 4) or under the Cartright 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 this Agreement. This assignment shall be made and become effective at the time Town tenders final payment to Contractor, without further acknowledgment by the parties.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material including, but not limited to, digital and electronic reports, documents or other written material, and hard copies and originals thereof (“written products” herein), developed by Consultant in the performance of this Agreement shall be and remain the property of Town without restriction or limitation upon its use or dissemination by Town except as provided by CSA #: _______________
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law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

12. RELATIONSHIP OF PARTIES

12.1. General. Contractor is, and shall at all times remain as to Town, a wholly independent contractor.

12.2. No Agent Authority. Contractor shall have no power to incur any debt, obligation, or liability on behalf of Town or otherwise to act on behalf of Town as an agent. Neither Town nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of Town.

12.3. Independent Contractor Status. Under no circumstances shall Contractor or its employees look to the Town as an employer. Contractor shall not be entitled to any benefits. Town makes no representation as to the effect of this independent contractor relationship on Contractor’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Contractor specifically assumes the responsibility for making such a determination. Contractor shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

12.4. Indemnification of CalPERS Determination. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the Town, Contractor shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Contractor 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 Town.

13. INDEMNIFICATION

13.1. Definitions. For purposes of this Section 13, “Contractor” shall include Contractor, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, in the performance of this Agreement. “Town” shall include Town, its officers, agents, employees and volunteers.

13.2. Contractor to Indemnify Town. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend Town from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or CSA #: _______________
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in connection with Contractor’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Contractor or failure to comply with any provision in this Agreement.

13.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Contractor shall not be required to indemnify Town for such loss or damage as is caused by the sole active negligence or willful misconduct of the Town.

13.4. Attorneys Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of Town’s choice, expert fees and all other costs and fees of litigation.

Contractor shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

13.5. Defense Deposit. The Town may request a deposit for defense costs from Contractor with respect to a claim. If the Town requests a defense deposit, Contractor shall provide it within 15 days of the request.

13.6. Waiver of Statutory Immunity. The obligations of Contractor under this Section 13 are not limited by the provisions of any workers’ compensation act or similar act.

Contractor expressly waives its statutory immunity under such statutes or laws as to Town.

13.7. Indemnification by Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 13 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Contractor’s behalf.

13.8. Insurance Not a Substitute. Town does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Contractor’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

14. INSURANCE

14.1. Insurance Required. Contractor shall maintain insurance as described in this section and shall require all of its subcontractors, Contractors, and other agents to do the same.

Approval of the insurance by the Town shall not relieve or decrease any liability of Contractor. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement. A category of risk and the applicable insurance requirements will be determined on a “per subcontractor” basis, considering the CSA #: _______________
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particular work to be done by the subcontractor and the interrelationship of that work to other work being conducted by the Contractor.

14.2. Documentation of Insurance. Town will not execute this agreement until it has received a complete set of all required documentation of insurance coverage, including, but not limited to, a copy of the declarations and policy endorsements page for each insurance policy as applicable. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.

Contractor shall file with Town:
• Certificate of Insurance, indicating companies acceptable to Town, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: _____________________________________________ ________________________________________________________________ ________________________________________________________________ • Documentation of Best’s rating acceptable to the Town. • Original endorsements effecting coverage for all policies required by this Agreement.
• Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

14.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance:
(if applicable)
• General Liability:
• General Aggregate:
• Products Comp/Op Aggregate
• Personal & Advertising Injury
• Each Occurrence
• Fire Damage (any one fire)
• Medical Expense (any 1 person)
$2,000,000 per occurrence,
$4,000,000 aggregate
$4,000,000
$2,000,000
$1,000,000
$2,000,000
$ 50,000
$ 5,000
• Workers' Compensation:
• Workers' Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $2,000,000
Community Park Play Surface
CSA #: _______________
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Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured.

An employee of the Town signing this Agreement may, in his or her sole discretion, waive the requirement for Professional Liability Insurance by initialing here:

Initials: ___________________________________
Name: ____________________________________

14.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

Claims-Made, modified, limited or restricted Occurrence forms are not acceptable. The policy shall cover inter-insured suits and include a “Separation of Insureds” or “severability” clause which treats each insured separately. The policy shall not contain a Contractors’ Warranty or other similar language which eliminates or restricts insurance because of a subcontractor’s failure to carry specific insurance or to supply evidence of such coverage.

14.5. Worker’s Compensation Insurance. Contractor is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

14.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks using ISO Business Auto Coverage form CA 00 01 (or equivalent).

14.7. Additional Insured Endorsements. The Town, its Town Council, Commissions, officers, and employees of Yountville must be endorsed as an additional insured for each policy required herein — other than Auto, Workers Compensation and Professional Errors and Omissions — for liability arising out of ongoing and completed operations by or on behalf of the Contractor. The Town must be named as an additional insured for Auto Insurance policies for ongoing operations. Contractor’s insurance policies shall be primary as respects any claims related to or as the result of the Contractor’s work. Any insurance, pooled coverage or self-insurance maintained by ER Erica Rodgers
CSA #: _______________
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the Town, its elected or appointed officials, directors, officers, agents, employees, volunteers, or consultants shall be non-contributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37. An endorsement providing completed operations coverage for the additional insured, ISO form CG 20 37 (or equivalent) is required.

14.8. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Contractor does not furnish a new certificate of insurance prior to cancellation, Town has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Contractor under this Agreement. Failure of the Contractor to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

14.9. Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; (3) or the deductible or self-insured retention is increased. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days’ prior written notice has been given to the Town, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium. Contractor shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: Town of Yountville, Attn:
______________________________________________________, 6550 Yount Street, Yountville, CA 94599.

14.10. Contractor’s Insurance Primary. The insurance provided by Contractor, including all endorsements, shall be primary to any coverage available to Town and be endorsed using Insurance Services office form CG 20 10 (or equivalent) to provide that Town and its officers, employees, and agents shall be additional insureds under such policies.

Any insurance or self-insurance maintained by Town and/or its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

14.11. Waiver of Subrogation. Contractor hereby waives all rights of subrogation against the Town. Contractor shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

Erica Rodgers
CSA #: _______________
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14.12. Report of Claims to Town. Contractor shall report to the Town, in addition to the Contractor’s insurer, any and all insurance claims submitted to Contractor's insurer in connection with the services under this Agreement.

14.13. Premium Payments and Deductibles. Contractor must disclose all deductibles and self-insured retention amounts to the Town. The Town may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, Town must approve all such amounts prior to execution of this Agreement.

Town has no obligation to pay any premiums, assessments, or deductibles under any policy required in this Agreement. Contractor shall be responsible for all premiums and deductibles in all of Contractor’s insurance policies. The amount of deductibles for insurance coverage required herein are subject to Town’s approval.

14.14. Duty to Defend and Indemnify. Contractor’s duties to defend and indemnify Town under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

15. MUTUAL COOPERATION

15.1. Town Cooperation in Performance. Town shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Contractor’s services under this Agreement.

15.2. Contractor Cooperation in Defense of Claims. If any claim or action is brought against Town relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that Town may require in the defense of that claim or action.

16. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Contractor’s and Town’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to Town:
______________________________
Town of Yountville
If to Contractor:
________________________________________
________________________________________
CSA #: _______________
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Name:__________________________________
Address:________________________________
________________________________________
Telephone: ______________________________
Facsimile: _______________________________
Email: __________________________________
Name:__________________________
6550 Yount Street
Yountville, CA 94599
Telephone: (707) 944-8851
Facsimile: (707) 944-9619
Email:_________________________
With courtesy copy to:

Gary B. Bell
Yountville Town Attorney
Colantuono, Highsmith & Whatley, PC
420 Sierra College Dr., Ste. 140 Grass
Valley, CA 95945-5091 Telephone:
(530) 432-7357

17. SURVIVING COVENANTS
The parties agree that the covenants contained in paragraph 5.12 (Records), paragraph

12.4 (Indemnification of CalPERS Determination), Section 13 (Indemnity), paragraph

14.8 (Claims-Made Policies), Section 15.2 (Contractor Cooperation in Defense of Claims), and Section 20.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

18. TERMINATION

18.1. Town Termination. Town may terminate this Agreement for any reason on five calendar days’ written notice to Contractor. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All Town data, documents, objects, materials or other tangible things shall be returned to Town upon the termination or expiration of this Agreement.

18.2. Contractor Termination. Contractor may terminate this Agreement for a material breach of this Agreement upon 30 days’ notice.

18.3. Compensation Following Termination. Upon termination, Contractor shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. The Town shall have the benefit of such work as may have been completed up to the time of such termination.
800-858-0519 [email protected] [email protected] 2414 West 12th Street, Ste 5 Larry Handcock Frank Horwath Tempe, AZ 85281
CSA #: _______________
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18.4. Remedies. Town retains any and all available legal and equitable remedies for Contractor’s breach of this Agreement.

19. INTERPRETATION OF AGREEMENT

19.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

19.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between Town and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by Town and Contractor.

19.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

19.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

19.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

19.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

CSA #: _______________
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20. GENERAL PROVISIONS

20.1. Confidentiality. All data, documents, discussion, or other information developed or received by Contractor for performance of this Agreement are deemed confidential and Contractor shall not disclose it without prior written consent by Town. Town shall grant such consent if disclosure is legally required. All Town data shall be returned to Town upon the termination or expiration of this Agreement.

20.2. Conflicts of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the Town’s Filing Officer if required under state law in the performance of the services. For breach or violation of this warranty, Town shall have the right to rescind this Agreement without liability.

For the term of this Agreement, no member, officer, or employee of Town, during the term of his or her service with Town, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

20.3. Non-assignment. Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without Town’s prior written consent, and any attempt to do so shall be void and of no effect. Town shall not be obligated or liable under this Agreement to any party other than Contractor.

20.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

20.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

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

20.7. Non-Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies 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; or in CSA #: _______________
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terms, conditions or privileges of employment, and selection for training. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

20.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by Town or Contractor unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by Town or Contractor of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

20.9. Excused Failure to Perform. Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in Town’s sole judgment that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

20.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

20.11. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, each party shall pay its own costs, including any accountants’ and attorneys’ fees expended in the action.

20.12. Venue. The venue for any litigation shall be Napa County, California and Contractor hereby consents to jurisdiction in Napa County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

General Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, Town and Contractor agree to resolve the dispute in accordance with the following:

Each Party will designate a senior management or executive level representative to negotiate the dispute. Through good faith negotiations, the representatives will attempt to resolve the dispute by any means within their authority. If dispute remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by mediation through a disinterested third person as mediator selected by both Parties. Mediation will begin within thirty (30) days of the selection of this disinterested third party, and will end fifteen (15) days after commencement. The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.

CSA #: _______________
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The alternative dispute resolution process is a material condition to this Agreement and must be exhausted as an administrative remedy prior to either Party initiating legal action. This alternative dispute resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code § 900, et. seq.

20.13. Counterparts; Electronic Signatures. This Agreement may be signed 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. The parties further agree that this Agreement may be transmitted by facsimile, electronic mail (email), or other electronic means and that the production or reproduction of signatures by facsimile, electronic mail (email), or other electronic means shall be treated as binding as if originals thereof.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “Town”
Town of Yountville
By: ________________________________
Signature
Printed: _____________________________
Title: _______________________________
Date: ______________________
“Contractor”
___________________________________
By: ________________________________
Signature
Printed: _____________________________
Title: _______________________________
Date: ______________________
Attest:

Attest signature not needed if project less than $45,000 and not requiring Council approval.

By: __________________________________
Michelle Dahme, Town Clerk
Date: ________________________
Approved as to form:

CSA #: _______________
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By: __________________________________
Gary B. Bell, Town Attorney
Date: ________________________
Proposal # 22-35704
Robertson Industries, Inc.
2414 West 12th Street, Suite 5
Tempe, AZ 85281
(800) 858-0519
FAX: (602) 340-0402
www.totturf.com
Date Issued: 07/22/2022
Project Name: Yountville Community Park Retop 7-2022
Address: Yountville CA
Contact: Larry Handcock
Phone: (707) 944-2655
Email: [email protected]
Sales Representative
Name: Frank Horwath
Phone: +15102609025
Email: [email protected]
PRICE EXPIRES: 08/22/2022

PRODUCT NAME DESCRIPTION QTY UNIT PRICE TOTAL
TotTurf ReNew Re-Top Install 1.5" ReNew ReTop Surfacing System 9345 $11.67 $109,056.15 GRAND TOTAL $109,056.15
CONTRACT TYPE: Regular WAGE TYPE: State Prevailing UNION: No CA GRANT: No DETAILED SCOPE:

Provide all material, equipment and labor for:
9345 sf, 1.5" Retop over the existing pip
Includes (2) 67/33 color mixes of std epdm
Color 1 = 33/33/33 blue, beige, black
Color 2 = 33/33/33 terra cotta, beige, black
Simple wave design - base color with 2nd color band in the center Aromatic Binder
Prevailing Wages
Includes apprentice
Does not include union
Good job access
COMMENTS:

SECURITY:

No - Customer is responsible for damages
Scheduling/Site Contact: Larry
Phone: (707) 944-2655 Email: [email protected]
Estimated Install Date:
03/2023

INITIALS
SIGNATURE: DATE:

Printed Name: Title:

Company Name:

Address:

BILLING Contact Name:

BILLING Email: Phone: Fax:

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

Send ALL completed forms back to your Sales Representative:

Frank Horwath: [email protected]
CLICK HERE TO PAY WITH A CREDIT CARD: PAY NOW!
Robertson Industries, Inc: 2414 West 12th Street, Suite 5, Tempe, AZ 85281 ~ (800) 858-0519, FX: (602) 340-0402 AZ: ROC091920, CLASS L-05 ~ CA: 667261, CLASS C/61 D/12 ~ FL: CGC 038554 ~ NV: 42331, CLASS C25 C40 CALIFORNIA PWC REGISTRATION NUMBER: 1000002700 (DIR#)
The PlayCore Surfacing Division Includes: Robertson Recreational Surfacing (Robertson Industries, Inc.), Sports Surface Specialties, Rubber Designs and American Recycling Center
Proposal # 22-35704
TERMS & CONDITIONS:

1. Quote is based on the information provided here within and is subject to change based on final installation unless otherwise indicated in writing. Any changes or additions to this proposal will affect pricing.

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

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

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

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

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

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

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

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

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

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

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

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

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

Payment may be made via Check, Cash, or Credit Card. Customers requesting a line of credit must submit a credit application and/or a 50% deposit. Credit applications can be obtained from your sales representative.

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

TOTAL PURCHASE AMOUNT: $109,056.15
Town of Yountville
Staff Report
6550 Yount Street
Yountville, CA 94599
Agenda Item #: 7E
Yountville Town Council Staff Report
DATE: August 1, 2023
TO: Mayor and Town Council
FROM: John Ferons, Public Works Director
PREPARED BY: Erica Rodgers, Management Analyst
SUBJECT:

Adopt Resolution Number 23-4222 Awarding the Bid for the Fiscal Year 2023-2024 Street Sweeping Services, Approving a Maintenance Agreement with Commercial Power Sweep for $65,835 and authorizing the Town Manager to execute the maintenance agreement, change orders and amendments up to the budgeted amount.

DISCUSSION/BACKGROUND
The Sweeping Services Contract is an annual agreement for Town-wide street sweeping on a Bi-Weekly basis with weekly service during the fall/winter season and, after events such as the Yountville Days Parade. The Town has had a version of a Sweeping Services Contract for over 40 years.

The Town is required to sweep the streets clean of trash and debris to comply with the terms of our National Pollution Elimination System (NPDES) and the Bay Area Storm Water Management Agencies Association (BASMAA) Phase II permit. In addition, it helps to keep the town clean and contributes to the health and welfare of our community.

This award resolution is the result of bidding as required under our Municipal Code 3.32.150 Bidding procedures for various purchase amounts, Formal Bid Procedures.

D. A purchase of more than $45,000.00 shall be made by formal bid procedure in accordance with Section 3.32.180 and must be approved by the Town Council in accordance with Section 3.32.130. (Ord. 348-04; Ord. 417-13)
Staff prepared a notice inviting bids, pursuant to Yountville Municipal Code 3.32.180 Formal bid procedure.

The notice was published 10 calendar days before the date of the opening of bids. The Town received one bid that was publicly opened and read aloud on July 13, 2023, at 2:00 pm.

The bid received from Commercial Power Sweep at the price of $65,835 was complete and contained no errors. Staff requests Town Council adopt the Resolution awarding the Bid for the 2023/2024 Street Sweeping Services, approving a Maintenance Agreement with Commercial Power Sweep, Inc. for $65,835.00 and authorizing the Town Manager to execute the maintenance agreement, change orders and amendments up to the budgeted amount.

ENVIRONMENTAL REVIEW
Not Applicable

FISCAL IMPACT
Is there a Fiscal Impact? Yes
Is it Currently Budgeted? Yes
Where is it Budgeted? Streets Maintenance – 01-4305-4210 Is it Mandatory or Discretionary? Mandatory
Is there a Staff Resource Impact? No

STRATEGIC PLAN GOAL
Is item Identified in Strategic Plan? Yes
If yes, Identify Strategic Goal and Objective. Exceptional Town Services and Staff: The Town supports its talented staff who deliver high quality municipal programs and services while maintaining public infrastructure for the benefit of the community. Quality of Life: The Town enhances the livability of Yountville by providing well-maintained public facilities, parks, and trails, and quality programs and events.

Briefly Explain Relationship to Strategic Plan Goal and Objective. Street sweeping keeps the town’s streets and drainage systems clean and clear and helps support the regulations for the National Pollution Elimination Discharge System (NPDES) Storm Water permit.

RECOMMENDATION
Adopt Resolution 23-4222 Awarding the Bid for the Fiscal Year 2022-2023 Street Sweeping Services, Approving a Maintenance Agreement with Commercial Power Sweep for $65,835 and authorizing the Town Manager to execute the maintenance agreement, change orders and amendments up to the budgeted amount.

Town of Yountville
Resolution Number 23-4222

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE AWARDING THE BID FOR THE FISCAL YEAR 2023-2024 STREET SWEEPING

SERVICES, APPROVING A MAINTENANCE AGREEMENT WITH COMMERCIAL POWER SWEEP FOR $65,835 AND AUTHORIZING THE TOWN MANAGER TO EXECUTE THE

MAINTENANCE AGREEMENT, CHANGE ORDERS AND AMENDMENTS UP TO THE BUDGETED AMOUNT.
___________________________________________________________________________ Recitals
A. Street Sweeping is an essential element in keeping the Town clean and contributes to the health and welfare of the community.

B. Regularly scheduled Street Sweeping is required to sweep the streets clean of trash and debris under the terms of the Town’s annual National Pollution Elimination Discharge System (NPDES) Permit.

C. The notice inviting bids was published 10 calendar days before the date of the opening of bids.

The Town received one bid that was publicly opened and read aloud on July 13, 2023, at 2:00 pm.

D. The bid received from Commercial Power Sweep at the price of $65,835.00 was complete and contained no errors.

Now, therefore, the Town Council of the Town of Yountville does resolve as follows:

1. Award the bid for the Fiscal Year 2023-2024 Street Sweeping Services to Commercial Power Sweep, Inc. for $65,835.00.

2. Authorize the Town Manager to execute a maintenance agreement, change orders and amendments up to the budgeted amount.

3. The Resolution is hereby adopted and becomes effective and in full force immediately upon adoption.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 1st day of August 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________
Margie Mohler, Mayor
ATTEST:
_____________________
Eddy Gomez, Town Clerk
MA: _______________
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MAINTENANCE AGREEMENT
Providing Payment of Prevailing Wages
(Town of Yountville / ____________________)

1. IDENTIFICATION
This MAINTENANCE AGREEMENT (“Agreement”) is entered into by and between the Town of Yountville, a California municipal corporation (“Town”), and ______________________, a ____________________________ (“Contractor”).

2. RECITALS

2.1. Town has determined that it requires the following recurring maintenance services from a contractor: _________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

2.2. Contractor represents that it is fully qualified to perform such maintenance services by virtue of its experience and the training, education and expertise of its principals and employees. Contractor further represents that it is willing to accept responsibility for performing such maintenance services in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, Town and Contractor agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such maintenance services as are set forth in Contractor’s _____________ proposal to Town attached hereto as Exhibit A and incorporated herein by this reference.

3.2. “Agreement Administrator”: The Agreement Administrator for this project is [Name and title] __________________. The Agreement Administrator shall be the principal point of contact at the Town for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. Town reserves the right to change this designation upon written notice to Contractor.

3.3. “Maximum Amount”: The highest total compensation and costs payable to Contractor by Town under this Agreement. The Maximum Amount under this Agreement is ___________________________________ Dollars ($_______________).

3.4. “Commencement Date”: _____.
2023-817 Sixty Five Thousand Eight Hundred Thirty Five 65,835.00 Commercial Power Sweep, Inc. Commercial Power Sweep, Inc. California Corporation 7/15/2023 July 13, 2023Townwide Street Sweeping Services Larry Handcock MA: _______________
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3.5. “Termination Date”: _____

5. CONTRACTOR’S DUTIES

5.1. Services. Contractor shall perform the services identified in the Scope of Services.

5.2. Coordination with Town. In performing services under this Agreement, Contractor shall coordinate all contact with Town through its Agreement Administrator.

5.4. Business License. Contractor shall obtain and maintain in force a Town business license for the duration of this Agreement.

5.5. Professional Standards. Contractor shall perform all work to the highest standards of Contractor’s profession and in a manner reasonably satisfactory to Town. 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 this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.6. Appropriate Personnel. Contractor has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Contractor or under its supervision or by subcontractor(s) of Contractor, and all personnel engaged in the work shall be qualified to perform such services. [Name of Project Manager] ________________ shall be Contractor’s project administrator and shall have direct responsibility for management Ken Lindsey 06/30/2024
MA: _______________
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of Contractor’s performance under this Agreement. No change shall be made in Contractor’s project administrator without Town’s prior written consent.

5.7. Prevailing Wages. This Agreement is subject to the prevailing wage law as more fully set forth in Section 8 (Labor Code), for all work performed under this Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Contractor acknowledges that prevailing wage determinations are available for work performed under this Agreement.

5.8. Permits and Approvals. Contractor shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary, if any, for Contractor’s performance of this Agreement including, but not limited to, professional licenses and permits.

5.9. Notification of Organizational Changes. Contractor shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Contractor’s firm or of any subcontractor. Change of ownership or control of Contractor’s firm may require an amendment to this Agreement.

5.10. Records. Contractor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to Town under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of Town. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of Town, for a period of three (3) years after final payment under this Agreement.

6. SUBCONTRACTING AND ASSIGNMENT

6.1. General Prohibition On Assignment. This Agreement covers services of a specific and unique nature. Except as otherwise provided herein, Contractor shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.2. Contractor Responsible. Contractor shall be responsible to Town for all services to be performed under this Agreement.

6.3. Subcontracting. Contractor shall not subcontract any portion of the performance contemplated and provided for herein unless (1) such subcontracting is specifically MA: _______________
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described in the proposal attached hereto or (2) the Town provides prior written approval. In any event, Contractor shall supervise all work subcontracted by Contractor in performing the services described in the Scope of Services and shall be responsible for all work performed by a subcontractor as if Contractor itself had performed such work. The subcontracting of any work shall not relieve Contractor from any of its obligations under this Agreement with respect to the services described in the Scope of Services. Contractor is obligated to ensure that any and all subcontractors performing any services under this Agreement shall be fully insured in all respects and to the same extent as set forth under Section 13 (Insurance), to Town’s satisfaction.

6.4. Compensation for Subcontractors. Contractor shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. Town shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7. COMPENSATION

7.1. General. Town agrees to compensate Contractor for the services provided under this Agreement, and Contractor agrees to accept payment, the Maximum Amount in full satisfaction for such services. Compensation shall not exceed the Maximum Amount.

Contractor shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by Town in advance.

7.2. Invoices. Contractor shall submit to Town an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. Contractor shall include a copy of each subcontractor invoice, if any, for which reimbursement is sought in the invoice.

7.3. Taxes. Town shall not withhold applicable taxes or other payroll deductions from payments made to Contractor except as otherwise required by law. Contractor shall be solely responsible for calculating, withholding, and paying all taxes.

7.4. Disputes. The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Contractor.

8. LABOR CODE

8.1. Prevailing Wage Law. Prevailing Wage Law. This Agreement is subject to the requirements of the prevailing wage laws, including, but not limited to, Labor Code Section 1720 et seq., and Labor Code Section 1770 et seq., as well as Code of Regulations, Title 8, Section 16000 et seq., which require payment of prevailing wage MA: _______________
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rates and the performance of other requirements on certain “public works” and “maintenance” projects. Contractor shall defend, indemnify, and hold harmless Town, and its officers, employees, agents, and volunteers free and harmless from any claim or liability arising out of failure or alleged failure of Contractor to comply with such prevailing wage laws.

8.2. Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, the Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification.

8.3. Forfeiture. Contractor shall forfeit as a penalty to Town Two Hundred Dollars ($200.00), or any greater penalty provided in the Labor Code, for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done under this Agreement employed in the performance of the Scope of Services by Contractor or by any subcontractor of Contractor in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by Contractor.

8.4. Apprentices. Contractor shall comply with the provisions of Labor Code section 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with Labor Code 1777.5.

8.5. Payroll Records. Pursuant to Labor Code section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by Contractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Labor Code section 1811 and Labor Code section 1815 for any work performed by his or her employees on the public works project. The payroll records shall be certified and shall be available for inspection at all reasonable hours as required by Labor Code 1776. Pursuant to Labor Code section 1776, such records must be maintained for at least three years after completion of work.

8.6. 8-Hour Work Day. This Agreement is subject to 8-hour work day and wage and hour penalty laws, including, but not limited to, Labor Code section 1810 and Labor Code section 1813. Contractor and any subcontractor(s) of Contractor shall strictly adhere to MA: _______________
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the provisions of the Labor Code regarding 8-hour work day and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Pursuant to the Labor Code, eight hours’ labor shall constitute a legal day’s work. Work performed by Contractor’s employees in excess of eight hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to Town $25.00, or any greater penalty set forth in the Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight hours in one calendar day or more than 40 hours in any one calendar week in violation of the Labor Code.

8.7. Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of Labor Code section 1771 and Labor Code section 1725.5 requiring registration with the Department of Industrial Relations (DIR). Contractors shall be registered through the Department of Industrial Relation’s (DIR) Public Works Program for state and local public works contracts, for maintenance work valued at more than $15,000.

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall be and remain the property of Town without restriction or limitation upon its use or dissemination by Town except as provided by law. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

10. RELATIONSHIP OF PARTIES

10.1. General. Contractor is, and shall at all times remain as to Town, a wholly independent contractor.

10.2. No Agent Authority. Contractor shall have no power to incur any debt, obligation, or liability on behalf of Town or otherwise to act on behalf of Town as an agent. Neither Town nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not represent that it is, or that any of its agents or employees are, in any manner employees of Town.

MA: _______________
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10.3. Independent Contractor Status. Under no circumstances shall Contractor or its employees look to the Town as an employer. Contractor shall not be entitled to any benefits. Town makes no representation as to the effect of this independent contractor relationship on Contractor’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Contractor specifically assumes the responsibility for making such a determination. Contractor shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation, and other applicable federal and state taxes.

10.4. Indemnification of CalPERS Determination. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the Town, Contractor shall indemnify, defend, and hold harmless Town for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Contractor 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 Town.

11. INDEMNIFICATION

11.1. Definitions. For purposes of this Section 11, “Contractor” shall include Contractor, its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Contractor or its subcontractors, in the performance of this Agreement. “Town” shall include Town, its officers, agents, employees and volunteers.

11.2. Contractor to Indemnify Town. To the fullest extent permitted by law, Contractor shall indemnify, hold harmless, and defend Town from and against any and all claims, losses, costs or expenses for any personal injury or property damage arising out of or in connection with Contractor’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Contractor or failure to comply with any provision in this Agreement.

11.3. Scope of Indemnity. Personal injury shall include injury or damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, Property damage shall include injury to any personal or real property. Contractor shall not be required to indemnify Town for such loss or damage as is caused by the sole active negligence or willful misconduct of the Town.

11.4. Attorneys’ Fees. Such costs and expenses shall include reasonable attorneys’ fees for counsel of Town’s choice, expert fees and all other costs and fees of litigation.

Contractor shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

MA: _______________
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11.5. Defense Deposit. The Town may request a deposit for defense costs from Contractor with respect to a claim. If the Town requests a defense deposit, Contractor shall provide it within 15 days of the request.

11.6. Waiver of Statutory Immunity. The obligations of Contractor under this Section 11 are not limited by the provisions of any workers’ compensation act or similar act.

Contractor expressly waives its statutory immunity under such statutes or laws as to Town.

11.7. Indemnification by Subcontractors. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor or any other person or entity involved in the performance of this Agreement on Contractor’s behalf.

11.8. Insurance Not a Substitute. Town does not waive any indemnity rights by accepting any insurance policy or certificate required pursuant to this Agreement. Contractor’s indemnification obligations apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

12. INSURANCE

12.1. Insurance Required. Contractor shall maintain insurance as described in this section and shall require all of its subcontractors, Contractors, and other agents to do the same.

12.2. Documentation of Insurance. Town will not execute this agreement until it has received a complete set of all required documentation of insurance coverage However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. Contractor shall file with Town:
• Certificate of Insurance, indicating companies acceptable to Town, with a Best's Rating of no less than A:VII showing. The Certificate of Insurance must include the following reference: [insert project name] ____________________________ • Documentation of Best’s rating acceptable to the Town. • Original endorsements effecting coverage for all policies required by this Agreement.
• Complete, certified copies of all required insurance policies, including endorsements affecting the coverage.

Street Sweeping
MA: _______________
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12.3. Coverage Amounts. Insurance coverage shall be at least in the following minimum amounts:
• Professional Liability Insurance: $2,000,000 per occurrence, $4,000,000 aggregate
• General Liability:
• General Aggregate: $4,000,000
• Products Comp/Op Aggregate $1,000,000
• Personal & Advertising Injury $1,000,000
• Each Occurrence $2,000,000
• Fire Damage (any one fire) $ 50,000
• Medical Expense (any 1 person) $ 5,000
• Workers' Compensation:
• Workers' Compensation Statutory Limits
• EL Each Accident $1,000,000
• EL Disease - Policy Limit $1,000,000
• EL Disease - Each Employee $1,000,000
• Automobile Liability
• Any vehicle, combined single limit $2,000,000
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements or limits shall be available to the additional insured.

An employee of the Town signing this Agreement may, in his or her sole discretion, waive the requirement for Professional Liability Insurance by initialing here:

Initials: _________________
Name: __________________

12.4. General Liability Insurance. Commercial General Liability Insurance shall be no less broad than ISO form CG 00 01. Coverage must be on a standard Occurrence form.

ER Erica Rodgers
MA: _______________
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12.5. Worker’s Compensation Insurance. Contractor is aware of the provisions of Section 3700 of the Labor Code which requires every employer to carry Workers' Compensation (or to undertake equivalent self-insurance), and Contractor will comply with such provisions before commencing the performance of the work of this Agreement. If such insurance is underwritten by any agency other than the State Compensation Fund, such agency shall be a company authorized to do business in the State of California.

12.6. Automobile Liability Insurance. Covered vehicles shall include owned if any, nonowned, and hired automobiles and, trucks using ISO Business Auto Coverage form CA 00 01 (or equivalent).

12.7. Claims-Made Policies. If any of the required policies provide coverage on a claimsmade basis the Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Claims-Made Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work.

12.8. Additional Insured Endorsements. The Town, its Town Council, Commissions, officers, and employees of Yountville must be endorsed as an additional insured for each policy required herein, for liability arising out of ongoing and completed operations by or on behalf of the Contractor. Contractor’s insurance policies shall be primary as respects any claims related to or as the result of the Contractor’s work. Any insurance, pooled coverage or self-insurance maintained by the Town, its elected or appointed officials, directors, officers, agents, employees, volunteers, or Contractors shall be non-contributory. All endorsements shall be signed by a person authorized by the insurer to bind coverage on its behalf. General liability coverage can be provided using an endorsement to the Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37.

12.9. Failure to Maintain Coverage. In the event any policy is canceled prior to the completion of the project and the Contractor does not furnish a new certificate of insurance prior to cancellation, Town has the right, but not the duty, to obtain the required insurance and deduct the premium(s) from any amounts due the Contractor under this Agreement. Failure of the Contractor to maintain the insurance required by this Agreement, or to comply with any of the requirements of this section, shall constitute a material breach of this Agreement.

12.10. Insurance Notices. Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies MA: _______________
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are reduced; (3) or the deductible or self-insured retention is increased. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or reduced in limits except after thirty (30) days’ prior written notice has been given to the Town, except that ten (10) days’ prior written notice shall apply in the event of cancellation for nonpayment of premium. Contractor shall provide proof that cancelled or expired policies of insurance have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages. The name and address for Additional Insured Endorsements, Certificates of Insurance and Notices of Cancellation is: Town of Yountville, Attn: __________________________, 6550 Yount Street, Yountville, CA 94599.

12.11. Contractor’s Insurance Primary. The insurance provided by Contractor, including all endorsements, shall be primary to any coverage available to Town and be endorsed using Insurance Services office form CG 20 10 (or equivalent) to provide that Town and its officers, employees, and agents shall be additional insureds under such policies..

Any insurance or self-insurance maintained by Town and/or its officers, employees, agents or volunteers, shall be in excess of Contractor’s insurance and shall not contribute with it.

12.12. Waiver of Subrogation. Contractor hereby waives all rights of subrogation against the Town. Contractor shall additionally waive such rights either by endorsement to each policy or provide proof of such waiver in the policy itself.

12.13. Report of Claims to Town. Contractor shall report to the Town, in addition to the Contractor’s insurer, any and all insurance claims submitted to Contractor's insurer in connection with the services under this Agreement.

12.14. Premium Payments and Deductibles. Contractor must disclose all deductibles and self-insured retention amounts to the Town. The Town may require the Contractor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within retention amounts. Ultimately, Town must approve all such amounts prior to execution of this Agreement.

12.15. Duty to Defend and Indemnify. Contractor’s duties to defend and indemnify Town under this Agreement shall not be limited by the foregoing insurance requirements and shall survive the expiration of this Agreement.

Erica Rodgers
MA: _______________
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13. MUTUAL COOPERATION

13.1. Town Cooperation in Performance. Town shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Contractor’s services under this Agreement.

13.2. Contractor Cooperation in Defense of Claims. If any claim or action is brought against Town relating to Contractor’s performance in connection with this Agreement, Contractor shall render any reasonable assistance that Town may require in the defense of that claim or action.

14. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Contractor’s and Town’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to Contractor:

Name: ___________________________
Address: _________________________
Address: _________________________
Telephone: _______________________
Facsimile: _______________________
Email: ___________________________
If to Town:

Name: _________________________
Town of Yountville
Department/Division: _____________
6550 Yount Street
Yountville, CA 94599
Telephone: (707) 944-8851
Email: _______________________
With courtesy copy to:

Gary B. Bell
Yountville Town Attorney
Colantuono, Highsmith & Whatley, PC
420 Sierra College Dr., Ste. 140
Grass Valley, CA 95945-5091
Telephone: (530) 432-7357

15. SURVIVING COVENANTS
[email protected]
[email protected] Public Works Dept P.O. Box 2596 (707) 974-3171 Larry Handcock Ken Lindsey Napa, CA 94558 MA: _______________
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The parties agree that the covenants contained in paragraph 5.10 (Records), paragraph 10.4 (Indemnification of CalPERS Determination), Section 11 (Indemnification), paragraph 12.7 (Claims-Made Policies), paragraph 13.2 (Contractor Cooperation in Defense of Claims), and paragraph 18.1 (Confidentiality) of this Agreement shall survive the expiration or termination of this Agreement, subject to the provisions and limitations of this Agreement and all otherwise applicable statutes of limitations and repose.

16. TERMINATION

16.1. Town Termination. Town may terminate this Agreement for any reason on five calendar days’ written notice to Contractor. Contractor agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All Town data, documents, objects, materials or other tangible things shall be returned to Town upon the termination or expiration of this Agreement.

16.2. Contractor Termination. Contractor may terminate this Agreement for a material breach of this Agreement upon 30 days’ notice.

16.3. Compensation Following Termination. Upon termination, Contractor shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Contractor be entitled to receive more than the amount that would be paid to Contractor for the full performance of the services required by this Agreement. The Town shall have the benefit of such work as may have been completed up to the time of such termination.

16.4. Remedies. Town retains any and all available legal and equitable remedies for Contractor’s breach of this Agreement.

17. INTERPRETATION OF AGREEMENT

17.1. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California.

17.2. Integration of Exhibits. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between Town and Contractor with respect to the transactions contemplated herein. No other prior oral or written agreements are MA: _______________
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binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on by Town and Contractor.

17.3. Headings. The headings and captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the language of the section or paragraph shall control and govern in the construction of this Agreement.

17.4. Pronouns. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

17.5. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and shall be enforceable in its amended form. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

17.6. No Presumption Against Drafter. Each party had an opportunity to consult with an attorney in reviewing and drafting this agreement. Any uncertainty or ambiguity shall not be construed for or against any party based on attribution of drafting to any party.

18. GENERAL PROVISIONS

18.1. Confidentiality. All data, documents, discussion, or other information developed or received by Contractor for performance of this Agreement are deemed confidential and Contractor shall not disclose it without prior written consent by Town. Town shall grant such consent if disclosure is legally required. All Town data shall be returned to Town upon the termination or expiration of this Agreement.

18.2. Conflicts of Interest. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractor to file, a Statement of Economic Interest with the Town’s Filing Officer if required under state law in the performance of the services. For breach or violation MA: _______________
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of this warranty, Town shall have the right to rescind this Agreement without liability.

18.3. Non-assignment. Contractor shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without Town’s prior written consent, and any attempt to do so shall be void and of no effect. Town shall not be obligated or liable under this Agreement to any party other than Contractor.

18.4. Binding on Successors. This Agreement shall be binding on the successors and assigns of the parties.

18.5. No Third-Party Beneficiaries. Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

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

18.7. Non-Discrimination. Contractor shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Employment actions to which this provision applies 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; or in terms, conditions or privileges of employment, and selection for training. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

18.8. Waiver. No provision, covenant, or condition of this Agreement shall be deemed to have been waived by Town or Contractor unless in writing signed by one authorized to bind the party asserted to have consented to the waiver. The waiver by Town or Contractor of any breach of any provision, covenant, or condition of this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other provision, covenant, or condition.

18.9. Excused Failure to Perform. Contractor shall not be liable for any failure to perform if Contractor presents acceptable evidence, in Town’s sole judgment that such failure was due to causes beyond the control and without the fault or negligence of Contractor.

MA: _______________
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18.10. Remedies Non-Exclusive. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies.

18.11. Attorneys’ Fees. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, each party shall pay its own costs, including any accountants’ and attorneys’ fees expended in the action.

18.12. Venue. The venue for any litigation shall be the Superior Court of California for the County of Napa. Consultant hereby consents to jurisdiction therein for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

18.13. Counterparts; Electronic Signatures. This Agreement may be signed 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. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, “electronic signature” shall include faxed or emailed versions of an original signature, electronically scanned and transmitted versions (e.g., via pdf) of an original signature, or a digital signature.

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “Town”
Town of Yountville
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
“Contractor”
___________________________________
By:________________________________
Signature
Printed:_____________________________
Title:_______________________________
Date:______________________
Delete this Attest signature if less than $45,000 and not requiring Council approval.

MA: _______________
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Attest:

By:__________________________________
Eddy Gomez, Town Clerk
Date:________________________
Approved as to form:

By:__________________________________
Gary B. Bell, Town Attorney
Date:________________________
MA: _______________
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WORKER’S COMPENSATION INSURANCE ACKNOWLEDGEMENT
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract. If any class of employees engaged in work under this contract at the site of the Project is not protected under any Worker’s Compensation law, Contractor shall provide and shall cause each subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Contractor shall indemnify and hold harmless Town for any damage resulting from failure of either Contractor or any subcontractor to take out or maintain such insurance.

Date:________________________ _____________________________________ Signature
_____________________________________
Printed Name
_____________________________________
Title

PRICE QUOTE
JENFITCH NO. 2306-1501
JENFITCH, INC.
712 Bancroft Road Suite 805
Walnut Creek, CA 94598-9123
Phone: (925) 289-3559
Fax: (925) 289-0094
To:

TOWN OF YOUNTVILLE

WASTEWATER TREATMENT PLANT
7501 SOLANO AVE
YOUNTVILLE, CA 94599
PHONE: 707-480-4609
Ship to (if different address):

DATE PLACED BY VALID TO SHIP VIA F.O.B. TERMS
Jun 15, 2023 Jennings 07/01/2024 WATSON N30
QTY. DESCRIPTION UNIT PRICE TOTAL
16,500 LBS JC 1679 CATIONIC COAGULANT 1.35 22,275.00
1600 GALLON BULK DELIVERY (Minumum) 0.00

0.00 PLUS SALES TAX-ONLY JC 1679 ONLY 0.00
SpGr 1.24±0.10 0.00

0.00 0.00
SHIPPING & HANDLING 2,700.00
SUBTOTAL 24,975.00
SALES TAX RATE 0.00%
SALES TAX 0.00
Charles Jennings TOTAL DUE $24,975.00
Authorized Signature
Town of Yountville
Staff Report
6550 Yount Street
Yountville, CA 94599
Agenda Item #: 7F
Yountville Town Council Staff Report
DATE: August 1, 2023
TO: Mayor and Town Council
FROM: John Ferons, Public Works Director
PREPARED BY: John Ferons, Public Works Director
SUBJECT:

Adopt Resolution Number 23-4223 Approving a Professional Services Agreement with Larry Walker Associates for On-Call Water and Wastewater, Recycled Water and Potable Water Regulatory Compliance Services.

DISCUSSION/BACKGROUND
The Town of Yountville (Town) operates a sewage collection system, a Wastewater Reclamation Facility (WRF), a recycled water distribution system, and potable water distribution system. • The Town’s sewage collection system is regulated under Waste Discharge Requirements (WDRs) issued by the State Water Resources Control Board (Order WQ 2022-0103-DWQ). • Operation of the WRF and discharges to the Napa River are regulated under two NPDES permits. Order No. R2-2020-0026 (NPDES Permit No. CA0038121) includes general requirements for WRF operation and discharge while Order No. R2-2022-0038 (NPDES Permit No. CA0038849) includes specific requirements to control discharges of mercury and PCBs. • The Town’s recycled water program is regulated under the State Water Resources Control Board Order WQ 2016-0068-DDW, Water Recycling Requirements for Recycled Water Use (WRRs) and the Notice of Applicability (NOA) effective April 8, 2020. The NPDES permits and the NOA were issued by the San Francisco Bay Regional Water Quality Control Board (Regional Water Board) which also conducts enforcement for permit compliance.
• Operation of the Town’s potable water system is regulated under Domestic Water Supply Permit No. 02- 03-11P2810007 issued by the State Water Resources Control Board (State Water Board) Division of Drinking Water (DDW). Emergency discharges from the Town’s potable water system are regulated under the Statewide NPDES permit for Drinking Water System Discharges to Waters of the U.S. Order WQ 2014-0194-DWQ (General Order No. CAG140001) issued by the State Water Board Division of Water Quality (DWQ).

In the past, the Town Council has approved Professional Services Agreements with Larry Walker Associates for Joint Wastewater Reclamation Facility National Pollutant Discharge Elimination System Permit Implementation and Regulatory Assistance. Among other recurring tasks provided by Larry Walker Associates such as regulatory advice and reporting, this period of work is expected to include collaborative Napa River monitoring, reissuance of the WRF NPDES permit, implementation of new chronic toxicity requirements, and updates to the Town’s Sewer System Management Plan. Larry Walker Associates has the specific expertise, institutional knowledge, and regulatory contacts necessary to effectively assist the Town with the services included in the contract.

The period of this contract is Fiscal Year 2023/2024 to Fiscal Year 2027/2028 and the value of the contract is $265,000.

ENVIRONMENTAL REVIEW
Not Applicable

FISCAL IMPACT
Is there a Fiscal Impact? Yes
Is it Currently Budgeted? Yes
Where is it Budgeted? 62-4515-4210 and 61-4505-4210
Is it Mandatory or Discretionary? Discretionary
Is there a Staff Resource Impact? Nominal

Briefly Explain Relationship to Strategic Plan Goal and Objective. Contracting with Larry Walker Associates will help to ensure the Town is able to maintain public utility infrastructure within its regulatory requirements for the benefit of the community

RECOMMENDATION
Adopt Resolution Number 23-4223 Approving a Professional Services Agreement with Larry Walker Associates for On-Call Water, Recycled Water and Potable Water Regulatory Compliance Services.

Town of Yountville
Resolution Number 23-4223

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE

APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH LARRY WALKER

ASSOCIATES FOR ON-CALL REGULATORY COMPLIANCE SERVICES AND AUTHORIZING THE TOWN MANAGER EXECUTE AGREEMENT.
___________________________________________________________________________ Recitals
A. The Town of Yountville operates the Wastewater Reclamation Facility under a National Pollutant Discharge Elimination System (NPDES) Permit issued by the San Francisco Bay Regional Water Quality Control Board (RWQCB).

B. The NPDES Permit covers a period of five (5) years and will require renewal in 2025. During the period of this agreement, Larry Walker Associates will help facilitate permit negotiations for and with the filing of Report of Waste Discharge that will accompany the application for renewal and also includes regulatory advice and reporting, collaborative Napa River monitoring, implementation of new chronic toxicity requirements, and updates to the Town’s Sewer System Management Plan.

C. The Town has partnered successfully with Larry Walker Associates in the past to perform on call regulatory compliance services.

D. Larry Walker Associates has submitted an acceptable multi-year proposal for on-call services.

Now, therefore, the Town Council of the Town of Yountville does resolve as follows:

1. Approve the attached Agreement with Larry Walker Associates for On-Call Regulatory Compliance Services.

2. Authorize the Town Manager to execute the Agreement with Larry Walker Associates.

3. The Resolution is hereby adopted and becomes effective and in full force immediately upon adoption.

PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 1st day of August 2023 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________
Margie Mohler, Mayor
ATTEST:
_____________________
Eddy Gomez, Town Clerk
PSA: _______________
(Approved for Use March 24, 2021)
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PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(Town of Yountville / ____________________)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the Town of Yountville, a California municipal corporation (“Town”), and ______________________, a ____________________________ (“Consultant”).

2. RECITALS

2.1. Town has determined that it requires the following professional services from a consultant: _____________________________________

2.2. Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3. Consultant represents that it has no known relationships with third parties, Town Council members, or employees of Town which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant opportunity for the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, Town and Consultant agree as follows:

3. DEFINITIONS

3.1. “Scope of Services”: Such professional services as are set forth in Consultant’s _________________________ proposal to Town attached hereto as Exhibit A and incorporated herein by this reference.

3.2. “Agreement Administrator”: The Agreement Administrator for this project is ______________________. The Agreement Administrator shall be the principal point of contact at the Town for this project. All services under this Agreement shall be performed at the request of the Agreement Administrator. The Agreement Administrator will establish the timetable for completion of services and any interim milestones. Town reserves the right to change this designation upon written notice to Consultant.
[enter description of consultant’s services]
[Company or Individual]
[enter consultant’s proposal date]
[Name and title]
Larry Walker Associates Larry Walker Associates California Corporation Provide water and wastewater regulatory consulting services July 1, 2023 John Ferons, PW Director PSA: _______________
Professional Services Agreement – Consultant Services

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3.3. “Approved Fee Schedule”: Consultant’s compensation rates are set forth in the fee schedule attached hereto as Exhibit B and incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.4. “Maximum Amount”: The highest total compensation and costs payable to Consultant by Town under this Agreement. The Maximum Amount under this Agreement is Forty Four Thousand Nine Hundred Dollars ($44,900) per twelve-month period starting on the Commencement Date and ending on the Termination Date.

3.5. “Commencement Date”: ____.

3.6. “Termination Date”: _____

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Termination Date unless extended by written agreement of the parties or terminated earlier under Section 16 (“Termination”) below. Consultant may request extensions of time to perform the services required hereunder. Such extensions shall be effective if authorized in advance by Town in writing and incorporated in written amendments to this Agreement.

5. CONSULTANT’S DUTIES

5.1. Services. Consultant shall perform the services identified in the Scope of Services.

5.2. Coordination with Town. In performing services under this Agreement, Consultant shall coordinate all contact with Town through its Agreement Administrator.

5.3. Budgetary Notification. Consultant shall notify the Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the Maximum Amount. Consultant shall concurrently inform the Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount.

5.4. Business License. Consultant shall obtain and maintain in force a Town business license for the duration of this Agreement.
07/01/2023 06/30/2028
PSA: _______________
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5.5. Professional Standards. Consultant shall perform all work to the standards of Consultant’s profession and in a manner reasonably satisfactory to Town. Consultant 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 this Agreement, including all Cal/OSHA requirements, the conflict of interest provisions of Government Code § 1090 and the Political Reform Act (Government Code § 81000 et seq.).

5.6. Avoid Conflicts. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if such work would present a conflict interfering with performance under this Agreement. However, Town may consent in writing to Consultant’s performance of such work.

5.7. Appropriate Personnel. Consultant has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. _____________________ shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s project administrator without Town’s prior written consent.

5.8. Substitution of Personnel. Any persons named in the proposal or Scope of Services constitutes a promise to the Town that those persons will perform and coordinate their respective services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of Town. If Town and Consultant cannot agree as to the substitution of key personnel, Town may terminate this Agreement for cause.

5.9. Permits and Approvals. Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

5.10. Notification of Organizational Changes. Consultant shall notify the Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subcontractor. Change of ownership or control of Consultant’s firm may require an amendment to this Agreement.

5.11. Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to Town under this Agreement for a minimum of three (3) years, or for any longer period required by law, [Name of Project Manager]
Denise Conners
PSA: _______________
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from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of Town. In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of Town or as part of any audit of Town, for a period of three (3) years after final payment under this Agreement.

6. SUBCONTRACTING

6.1. General Prohibition. This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.2. Consultant Responsible. Consultant shall be responsible to Town for all services to be performed under this Agreement.

6.3. Identification in Fee Schedule. All subcontractors shall be specifically listed and their billing rates identified in the Approved Fee Schedule, Exhibit B. Any changes must be approved by the Agreement Administrator in writing as an amendment to this Agreement.

6.4. Compensation for Subcontractors. Town shall pay Consultant for work performed by its subcontractors, if any, only at Consultant’s actual cost plus an approved markup as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subcontractors performing services under this Agreement. Town shall not be liable for any payment, compensation, or federal and state taxes for any subcontractors.

7. COMPENSATION

7.1. General. Town agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Fee Schedule in full satisfaction for such services. Compensation shall not exceed the Maximum Amount. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement or authorized in writing by Town in advance.

7.2. Invoices. Consultant shall submit to Town an invoice, on a monthly basis or as otherwise agreed to by the Agreement Administrator, for services performed pursuant to this Agreement. Each invoice shall identify the Maximum Amount, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and PSA: _______________
Professional Services Agreement – Consultant Services

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Yountville City CouncilAugust 1, 2023

Yountville City Council
August 1, 2023