C:I"rY Or
Item No. 4
STAFF REPORT
DATE: June 22, 2026
TO: Honorable Mayor and City Council
FROM: Dr. Sean M. Moore, City Manager ^
PREPARED BY- Fermin Preciado, Director of Development Services/City Engineer Todd Gutjahr, Public Works Analyst
SUBJECT: Scherer Senior Center HVAC Upgrades — CDBG Project No: YUCA-CV 19-1- 03A
RECOMMENDATION:
That the City Council:
1 " Authorize the City Manager to execute Contract Amendment No. 7 with Allison Mechanical, Inc. for HVAC Operations and Maintenance Services at Various City -Owned Public Facilities (Program) for the additional amount of $164,100 for the Scherer Senior Center HVAC Upgrades — CDBG Project No: "YUCA-CV 19-1-03A for a revised contract total in the amount of $493,000 for FY27; and
2. Find that the public interest will not be best served and the procurement would not be feasible by a formal request for proposal process, waive the formal solicitation of proposal process and award a contract for the purchase of HVAC equipment required to complete the project to Russell Sigler, Inc. based on the proposal submitted in the amount of $65,879, utilizing the Sourcewell, Contract Number 080824, per the City of Yucaipa Purchasing Policy and Procedures, Section 6: Cooperative or Piggy Back Procurement for the Scherer Senior Center HVAC Upgrades — CDBG Project No: YUCA-CV19-1-03A; and
3. Approve the amounts of $24,000 for contract contingency and $10,000 for contract administration, staff time, and inspection costs for a total budget in the amount of $263,979; or 4, Provide further direction to staff.
BACKGROUND/DISCUSSION:
In April 2020, it was announced that the County of San Bernardino received $6,560,515 in federal grant funding to address the financial crisis caused by the coronavirus pandemic. This funding, provided through the Community Development Block Grant program (CDBG-CV) and Emergency Solutions 06/22/2026 City Council Agenda 57
Grant (ESG) Program, enables city and county governments to invest in programs that support economic growth, create jobs, address homelessness, and provide affordable housing. The grants were made available by the CARES Act, the $2.2 trillion Economic Stimulus Package Bill signed into law in March of 2020 to provide financial relief during the COVID-19 pandemic.
The City received the amount of $202,897 through the CDBG-CV 1 Small Business Resiliency Program to help businesses respond to the impacts of the COVID-19 pandemic. As of now, $65,473 of this allocation remains available to the City.
In 2021, the City was awarded $210,786 in CDBG-CV3 funding, designated for utility, rental, and mortgage assistance, with the goal of assisting at least twenty-five (25) low to moderate income households on Yucaipa. The amount of $181,045 remains available to the City.
In total, the remaining funding is $246,519. In February of 2026, the City obtained approval from the San Bernardino County Community Development and Housing Department to allocate this fund balance from CDBG-CV allocations designated for COVID-19 response activities to the General Capital Projects fund to upgrade the HVAC system at the Scherer Senior Center (Senior Center).
Proposed upgrades would result in enhanced energy efficiency, better heating and cooling capabilities, and the installation of an ultraviolet light system, resulting in an enhancement of temperature control and indoor air quality.
Staff requests authorization to execute Amendment No. 7 to the FY27 contract with Allison Mechanical in the amount of $164,100 for the Scherer Senior Center Upgrades. This would result in a revised FY27 contract amount of $492,100.
Staff also requests authorization to purchase HVAC equipment from Russell Sigler, Inc. in the amount of $65,879, using the Sourcewell cooperative purchasing agreement. Sourcewell provides cooperative purchasing solutions for government and educational agencies through competitively solicited contracts and equipment. The City may use cooperative purchasing agreements pursuant to its Purchasing Policies and Procedures, Section 6 — Cooperative Purchases.
FISCAL IMPACT:
The recommendations result in total expenditures of $263,979, which are included in the proposed FY27 Budget and Capital Improvement Program. The project is fully funded through CDBG-CV grants,
Attachment:
1. Allison Contract Amendment No. 7
2. RusseIl Sigler, Inc. Agreement for Purchase
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ATTACHMENT I
06/22/2026 City Council Agenda 59
SEVENTH AMENDMENT TO
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF YUCAIPA,
A CALIFORNIA MUNICIPAL CORPORATION
AND
A.LLISON MECHANICAL, INC.
A CALIFORNIA CORPORATION
DATED; JUNE 22, 2026
06/22/2026 City Council Agenda 60
SEVENTH AMENDMENT To PROFESSIONAL SERVICES AGREEMENT FDR HVAC
OPERATIONS AND MAINTENANCE SERVICES
BETWEEN THE CITY OF YUCAIPA AND ALLISON MECHANICAL, INC.
This Seventh Amendment to the Professional Services Agreement for HVAC Operations and Maintenance Services is made and entered into as of this 22" day of June, 2026, by and between the City of Yucaipa ("City"), a California municipal corporation, and Allison Mechanical, Inc., a California Corporation ("Consultant"). City and Consultant are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. City and Consultant entered into an agreement entitled "Professional Services Agreement for HVAC Operations and Maintenance Services" dated August 8, 2022 ("Agreement") for the purpose of retaining the services of Consultant to provide on -call HVAC operations and maintenance services which authorizes Forty -Eight Thousand Nine Hundred and Sixty -Eight Dollars ($48,968) per year for three years for traffic signal operations and maintenance services.
B. The Parties have previously entered into Amendment No. 1 dated June 6, 20233 ("Amendment No. I"), Amendment No. 1 increased the total not to exceed amount to Seventy Thousand Five Hundred Thirty -One Dollars ($70,531) per year for traffic signal operations and maintenance services.
C. The Parties have previously entered into Amendment No. 2 dated October 23, 2023 ("Amendment No, 2"). Amendment No. 2 increased the total not to exceed amount to One Hundred Fifteen Thousand Five Hundred Thiary-One Dollars ($115,531) per year for traffic signal operations and maintenance services.
D. The Parties have previously entered into Amendment No. 3 dated June 24, 2024 ("Amendment No. 3"), Amendment No. 3 increased the total not to exceed amount to One Hundred Fifteen Thousand Seven Hundred Thiry-One Dollars ($117,531) per year for traffic signal operations and maintenance services.
E. The Parties have previously entered into Amendment No. 4 dated December 9, 2024 ("Amendment No. 4"). Amendment No. 4 increased the total not to exceed amount to One Hundred Fifty Thousand Eight Hundred Fifty -Three Dollars ($150,853) per year for traffic signal operations and maintenance services.
F. The Parties have previously entered into Amendment No. 5 dated June 23, 2025 ("Amendment No. 5"). Amendment No. 5 increased the total not to exceed amount to One Hundred Fifty -Four Thousand Six Hundred Twenty -Four Dollars ($154,624) per year for traffic signal operations and maintenance services.
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G. The Parties have previously entered into Amendment No. 6 dated November 1, 2025 ("Amendment No. 6"). Amendment No. 6 increased the total not to exceed amount to Three Hundred Twenty -Eight Thousand Nine Hundred Dollars ($328,900) per year for the replacement of the chiller at City Hall.
H. Pursuant to Section 27 "Amendment" of the Agreement, the Parties desire to enter into this Amendment No. 7 to amend the Agreement to increase the not -to -exceed compensation amount of One Hundred Sixty -Four Thousand One Hundred Dollars ($164,100) for the Scherer Senior Center HVAC Upgrades — CDBG Project No: YUCA-CV19-1-03A, for a contract total of Four Hundred Ninety -Three Thousand Dollars ($493,000) .
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the Parties do hereby enter into this Amendment No. 3, which modifies and amends the Agreement as follows:
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
Section 3(A) of the Agreement is hereby amended as follows:
As full compensation for Services satisfactorily rendered, City shall pay Consultant at the hourly rates set forth in the Approved Fee Schedule attached hereto as Exhibit B, In no event shall Consultant be paid more than $493,000 for the routine HVAC maintenance (the "Maximum Compensation") for such Services.
2. REMAINDER UNCHANGED. Except as specifically modified and amended in this Amendment No. 7, the Agreement remains in full force and effect and binding upon the Parties.
3. INTEGRATION. This Amendment No. 7 consists of pages 1 through 3, inclusive, which constitute the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements, including written or verbal communications between the Parties with respect to all or any part of the transaction discussed in this Amendment No. 3.
4. SEVERABILITY. If any portion of this Amendment No. 7 is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
5. EFFECTIVE DATE. This Amendment No. 7 shall not become effective until the date it has been executed by the appropriate authorities of the City and Consultant.
6. APPLICABLE LAW. The laws of the State of California shall govern the interpretation and enforcement of this Amendment No. 7.
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7. REFERENCES. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Amendment No. 3 have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Amendment No.
7. [SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 7 to the Agreement on the date and year first written above.
CITY OF 'Y'UCAIPA
Dr. Sean M. Moore, City Manager
KIN It$*11ki
Ana Sauseda, MMC
Director of General Services/City Clerk
CONSULTANT
Its:
APPROVED AS TO FORM:
Steven Graham Pacifico, City Attorney
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ATTACHMENT 2
06/22/2026 City Council Agenda 64
GOODS AND SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF YUCAIPA,
A CALIFORNIA MUNICIPAL CORPORATION
RusSELL SIGLER, INC.
A NEW MEXIC O C CORPORATION
Foram Approved 2/10/202-1
06/22/2026 City Council Agenda 65
GOODS AND SERVICES AGREEMENT
FOR SCHERER SENIOR CENTER RVAC UPGRADES
BETWEEN THE CITY OF YUCAIPA AND RUSSELL SIGLER, INC.
THIS GOODS AND SERVICES AGREEMENT ("Agreement") is made and entered into this 22"d day of June, 2026 ("Effective Date"), by and between the CITY OF YUCAIPA ("City"), a California municipal corporation and Russell Sigler, Inc, a New Mexico C Corporation ("Vendor"). For the purposes of this Agreement, City and Vendor are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
City has sought by Sourcewell Contract #080824-CAR to purchase heating, ventilation, and air conditioning supplies as defined and described particularly in Section 2, "Scope of Services" of this Agreement.
2. Sourcewell provides cooperative purchasing solutions for government and educational agencies through competitively solicited contracts and equipment. The City may use cooperative purchasing agreements pursuant to its Purchasing Policies and Procedures, Section 6 — Cooperative Purchases.
3. Vendor desires to perform and assume responsibility to sell purchase heating, ventilation, and air conditioning supplies as required by the City on the terms and conditions set forth in this Agreement.
4. Vendor represents that it has the required competence and qualifications necessary to sell heating, ventilation, and air conditioning supplies.
5. The Parties desire to formalize the selection of Vendor to sell heating, ventilation, and air conditioning supplies as defined and described particularly in Section 2 "Scope of Services" of this Agreement and desire that the term of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT
Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement, the Term of this Agreement is through December 31, 2026 commencing on Effective Date, unless otherwise extended by written agreement of the Parties. Vendor shall provide all Goods (defined particularly 00092061.2
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below) and complete the Services (defined particularly below) within the Term of this Agreement and shall meet any other established schedules and deadlines.
SECTION 2. SCOPE OF SERVICES
(a) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to perform the services and tasks set forth in Exhibit "A," "Scope of Services" (hereinafter, the "Services"), and the City agrees to retain and does hereby retain Vendor for the Services.
(b) Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Vendor agrees to sell to City and City agrees to purchase the materials and/or equipment set forth in Exhibit "A," "Scope of Services" (hereinafter, the "Goods"). Unless specifically stated otherwise, the Goods shall be new and unused and of the current production year.
SECTION 3. SCHEDULE OF PERFORMANCE
Vendor shall provide the Goods and/or Services expeditiously, within the Term of this Agreement, as set forth in Exhibit "C," "Schedule of Performance." Upon request of City, Vendor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Performance.
SECTION 4. ADDITIONAL SERVICES
At any time during the Term of this Agreement, City may request that Vendor perform "Additional Work." As used herein, "Additional Work" means any work which is determined by City to be necessary for the proper completion of the Goods and/or Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. Vendor shall not be compensated for any Additional Work, unless such Additional Work is authorized in advance and in writing in accordance with Section 27 "Administration and Implementation" or Section 28 "Amendment" of this Agreement. If and when such Additional Work is authorized, such additional work shall be deemed to be part of the Goods and Services.
SECTION S. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Vendor the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $65,879.00 ("Not to Exceed Amount"), unless additional compensation is approved in writing in accordance with Section 27 "Administration and Implementation" or Section 28" Amendment" of this Agreement.
(b) Payment to Vendor for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Vendor.
(c) If this Agreement is extended pursuant to Section 1 "Terris of Agreement," the City shall pay the same rates specified in Exhibit "B" "Compensation." 00092061.2
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67 (d) if Additional `Mork is authorized, Vendor will be compensated at the same rates and manner as set forth in this Agreement.
SECTION 6. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed and/or the goods provided. The invoices shall be delivered to City at the address set forth in Section 22, "Notices" hereof.
(b) Vendor shall at any time prior to the fifteenth (15`h) of any month, submit to City a complete and accurate written itemized invoice for services performed and/or goods provided. The invoice must be in a format approved by City, as detailed in (c) below. (c) In order to receive payment, Vendor shall submit to City an itemized invoice, on a monthly bases, for services performed pursuant to this Agreement. Each itemized statement shall identify at the top of the first page, the Not to Exceed Amount, the services rendered during the billing period, the amount due for the statement invoice and the total amount previously invoiced, if any, for which reimbursement is sought in the statement invoice. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. if the compensation set forth in Section 5(a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Vendor to determine whether the work performed/ good delivered and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (d). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Vendor for correction and resubmission.
(d) Except as to any charges for work performed or expenses incurred by Vendor which are disputed by City, City will use its best efforts to cause Vendor to be paid within forty-five (45) days of receipt of Vendor's correct and undisputed invoice. (e) The Parties estimate that performance of this Agreement will not exceed the Not to Exceed Amount. Vendor shall notify the City in writing whenever it has reason to believe that the costs the Consultant expects to incur under this Agreement in the following sixty (60) days, when added to all costs previously incurred, will exceed eighty percent (80%) of the Maximum Amount specified herein. As part of the notification, the Consultant shall provide the City a revised estimate of the total cost of performing this Agreement, 00092061.2
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SECTION 7. INDEPENDENT CONTRACTOR
(a) Vendor is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Vendor shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing providing the Goods and/or Services under this Agreement on behalf of Vendor shall at all times be under Vendor's exclusive direction and control.
Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Vendor or any of Vendor's officers, employees, subcontractors or agents except as set forth in this Agreement. Vendor shall not at any time or in any manner represent that Vendor or any of Vendor's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Vendor, nor any of Vendor's officers, employees or agents, shall obtain any rights to retirement, health care, workers' compensation, disability, or any other benefits which may otherwise accrue to City's employees. Vendor expressly waives any claim Vendor may have to any such rights.
SECTION 8. ACCEPTANCE OF GOODS
(a) The Goods shall be received subject to City's inspection and right of rejection. The Goods shall not be considered accepted until inspection, testing and/or use of the Goods is found to be in accordance with the City's specifications. Final inspection of the Goods shall be at the location specified herein, unless otherwise agreed in writing. Acceptance of any of the Goods by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 19 "Indemnification" and Section 20 "Insurance." (b) If the Goods are found at anytime to be defective in material or workmanship, or otherwise not in conformance with specifications, City shall have the right, in addition to any other rights which it may have under warranties or otherwise, to reject such Goods in whole or in part. Rejected Goods shall be held at Vendor's risk for a reasonable time thereafter and shall be returned or disposed of at Vendor's expense. No rejected Goods shall be replaced by Vendor without written instruction or authorization from City.
SECTION 9. ACCEPTANCE OF SERVICES
City may inspect and accept or reject any of Vendor's work under this Agreement, either during performance of the Services or when Services are completed. City shall reject or finally accept Vendor's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Vendor's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Vendor's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 00M061.2
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19 "Indemnification" and Section 20 "Insurance."
SECTION 10. CONTINUITY OF PERSONNEL
Vendor shall make every reasonable effort to maintain the stability and continuity of Vendor's staff and subcontractors, if any, assigned to provide the Goods and/or Services. Vendor shall notify City of any changes in Vendor's staff and subcontractors, if any, assigned to provide the Goods and/or Services prior to and during any such performance.
SECTIONIL STANDARD OF PERFORMANCE
Vendor represents and warrants that it has the qualifications, experience and facilities necessary to properly provide the Goods and/or Services required under this Agreement in a thorough, competent and professional manner. Vendor shall at all times faithfully, competently and to the best of its ability, experience and talent, provide the Goods and/or Services. In meeting its obligations under this Agreement, Vendor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Vendor under this Agreement, and shall use such skill, prudence, and diligence as other members of Vendor's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Services" that shall also be applicable to Vendor's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
SECTION 12. WARRANTY OF GOODS
In addition to all warranties which may be provided by law, Vendor warrants that the Goods delivered hereunder shall, (a) be free from defect of material or workmanship and conform strictly to the specifications, drawings, or sample specified or furnished; (b) conform to drawings, plans, specifications, samples or other descriptions furnished, specified, accepted or approved by City; and (c) be merchantable and fit for the purposes intended. The warranty shall be for a period of one (1) year, or such longer period as provided by a manufacturer's warranty or as agreed to by Vendor and City, from the date of final written acceptance of the Goods by City. This warranty shall survive any inspection, delivery, acceptance, or payment by City of the Goods. Vendor, at its own expense, shall repair or replace, at the option of City, any defective Goods within two (2) business days after receipt of notice from City or within four (4) hours in case of emergency, as determined by City. Vendor also warrants that the Goods are free and clear of all liens and encumbrances whatsoever, that Vendor is conveying good and marketable title to same, and that Vendor owns or has a valid license for all of the proprietary technology and intellectual property incorporated within the Goods. Vendor agrees to indemnify, defend and hold City harmless against any and all third -party claims resulting from the breach or inaccuracy of any of the foregoing warranties.
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SECTION 13. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES (a) Vendor shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Vendor shall be liable for all violations of such laws and regulations in connection with this Agreement. Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained or shall promptly obtain all necessary licenses to provide the Goods and/or Services set forth in this Agreement and that such licenses are in good standing. Vendor further represents and warrants that the Services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Vendor to comply with this section. (b) Vendor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARE).
Vendor shall specifically be aware of the CARE limits and requirements' application to "portable equipment," which definition is considered by CARE to include any item of equipment with a fuel -powered engine. Vendor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Vendor, its subcontractors, or others for whom Vendor is responsible under its indemnity obligations provided for in this Agreement.
(c) To the extent applicable, Vendor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter -Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the Santa Ana Regional Water Quality Control Board; the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter -Cologne Water Quality Control Act, to any ground or surface water in the State. i. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Vendor or City to penalties, fines, or additional regulatory requirements. Vendor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Vendor's non-compliance with the laws, regulations and policies described in 00092061.2
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this section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
ii. In addition to any other standard of care requirements set forth in this Agreement, Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this section.
Vendor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this section as they may relate to the Services provided under this Agreement. Upon request, City will provide Vendor with a list of training programs that meet the requirements of this paragraph.
SECTION 14. PREVAILING WAGE LAWS
(a) Vendor is aware of the requirements of California Labor Cade Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. if the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is one - thousand dollars ($1,000) or more, Vendor agrees to fully comply with such Prevailing Wage Laws. City shall provide Vendor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Vendor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Vendor's principal place of business and at the project site. Vendor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is the intent of the Parties to effectuate the requirements of sections 1771, 1774, 1775, 1776, 1777.5, 1813, and IS 15 of the Labor Code within this Agreement, and Vendor shall therefore comply with such Labor Code sections to the fullest extent required by law.
(b) If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Vendor and all subcontractors must be registered with the Department of Industrial Relations ("DIR"). Vendor shall maintain registration for the duration of this Agreement and require the same of any subcontractor, This Agreement may also be subject to compliance monitoring and enforcement by the DIR. It shall be Vendor's sole responsibility to comply with all applicable registration and labor compliance requirements.
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SECTION 15. NONDISCRIMINATION
Vendor and subcontractors shall not unlawfully discriminate, harass or allow harassment against any person because of sex, sexual orientation, race, color, religious creed, marital status, denial of family and medical care leave, ancestry, national origin, medical condition (cancer/genetic characteristics), age (40 and above), disability (mental and physical) including HIV and AIDS, denial of pregnancy disability leave, reproductive health decision making, genetic information, gender, gender identity, veteran military status, or reasonable accommodation in connection with or related to the performance of this Agreement. Vendor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder. The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)-(f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal. Code of Regs, tit. 2, § 7285.0, et seq.). Vendor shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
SECTION 16. SAFETY
Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. in carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to:
i. Adequate life protection and life saving equipment and procedures; ii. Instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and iii. Adequate facilities for the proper inspection and maintenance of all safety measures.
SECTION 17. ACCOUNTING RECORDS
Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
SECTION 18. DISPUTES
Should any dispute arise respecting the true value of any work done, of any work omitted, or of any Additional Work which Vendor may be required to do, or respecting the size of any payment to Vendor during the performance of this Agreement, Vendor shall continue to perform while said bM061.2
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dispute is decided by City. If Vendor disputes City's decision, Vendor shall have such remedies as may be provided by law. City reserves the right to employ other vendors in connection with the Goods and/or Services provided under this Agreement.
SECTION 19. INDEMNIFICATION
(a) To the fullest extent permitted by law, Vendor shall indemnify, protect, defend (with legal counsel reasonably acceptable to City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Vendor or subcontractors), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part, the Vendor's performance of this Agreement, including its officers, agents, employees, representatives, subcontractors, anyone directly or indirectly employed by any of them, or anyone that they control. Vendor's duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims arising from the sole negligence or willful misconduct of the Indemnified Parties.
(b) Vendor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Vendor in the performance of this Agreement naming the Indemnified Parties as additional indemnitees. In the event Vendor fails to obtain such indemnity obligations from others as required here, Vendor agrees to be fully responsible according to the terms of this section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Vendor and shall survive the termination of this Agreement and this section.
SECTION 20. INSURANCE —IF REQUIRED
Vendor agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content, These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Vendor agrees to provide City with copies of required policies upon request.
SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement, with or without cause, at any time by giving written notice of termination to Vendor. In, the event such notice is given, Vendor shall cease immediately all work in progress.
00MI061.2
06/22/2026 City Council Agenda 74
(b) Vendor may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) if either Vendor or City fail to perform any material obligation under this Agreement, then., in addition to any other remedies, either Vendor, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Vendor or City, all property belonging exclusively to City which is in Vendor's possession shall be returned to City. Vendor shall furnish to City a final invoice for work performed and expenses incurred by Vendor prepared as set forth in Section 6 "Method of Payment and Invoicing" of this Agreement.
This final invoice shall be reviewed and paid in the same manner as set forth in Section 6 "Method of Payment and Invoicing" of this Agreement.
(e) Upon written notice, City may suspend all or any portion of Vendor's performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Vendor a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City may rescind the suspension prior to or at six (6) months by providing Vendor with written notice of the rescission, at which time Vendor would be required to resume performance in compliance with the terms and provisions of this Agreement. Vendor will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.
SECTION 22. NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City: City of Yucaipa
Attn: City Manager
34272 Yucaipa Blvd,
Yucaipa, CA 92399
To Vendor: Russell Sigler, Inc.
Attn: Ray Nishii
205 S. Puente St.
Brea, CA 92821
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service. 00092061,2
06/22/2026 City Council Agenda 75
SECTION 23. BINDING EFFECT
This Agreement skull be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 24. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
SECTION 25. WAIVER
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any Goods or Services shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 26. AUTHORITY TO ExECUTE
The person or persons executing this Agreement on behalf of Vendor represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Vendor to the performance of its obligations hereunder.
SECTION 27. ADMINISTRATION AND IMPLEMENTATION
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 28 "Amendment" and the City Manager's contracting authority under the Yucaipa Municipal Code.
SECTION 28. AMENDMENT
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Vendor and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority under the Yucaipa Municipal Code. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 29. CONFLICTS OF INTEREST
(a) Vendor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Vendor's ability to provide the Goods and/or Services. Vendor further covenants that in the performance of this Agreement, no person 00092061.2
06/22/2026 City Council Agenda
W
having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Vendor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Vendor is, as of the date of execution of this Agreement, independently involved in providing non -related goods and/or services to other governmental agencies and private parties. Vendor is unaware of any stated position of City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Vendor will, provide non -related goods and/or services for other governmental agencies and private parties following the completion of providing the Goods and/or Services under this Agreement. Any such future goods and/or services shall not be considered a conflict of interest for purposes of this section.
SECTION 30. LAW To GOVERN; VENUE
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of Sari Bernardino, California. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California in Riverside.
SECTION 31. ATTORNEY'S FEES, COSTS AND EXPENSES
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
SECTION 32. ENTIRE AGREEMENT
This Agreement, including the attached exhibits and addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Vendor and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 33. SEVERABILITY
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
000920612
06/22/2026 City Council Agenda
77 SECTION 34. TIME OF ESSENCE
Time is of the essence for each and every provision of this Agreement.
SECTION 35. FEDERAL PROVISIONS
When funding for the Services is provided, in whole or in part, by an agency of the federal government, Vendor shall also fully and adequately comply with the provisions included in Exhibit "E" ("Federal Requirements") attached hereto and incorporated by reference. With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURE PAGE FOLLOWS]
00092061.2
06/22/2026 City Council Agenda
GOODS AND SERVICES AGREEMENT
FOR SCHERER SENIOR CENTER HVAC UPGRADES
BETWEEN THE CITY OF YUCAIPA AND RUSSELL SIGLER, INC.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.
ATTEST:
CITY CLERK
APPROVED AS TO FORM:
1010 6104N 0-1I13 Semi l
LIM
CITY OF YUCAIPA
Der. Sean M. Moore
City Manager
VENDOR
La
Its:
06/22/2026 City Council Agenda 79
EXHIBIT "A"
SCOPE OF SERVICES
06/22/2026 City Council Agenda
Exhibit A —Scope of Services je"l
Carrier
Commercral
•oo'Ci 0,0-it MAIr4[,y t•id ins
M A.. V (iSN.cr[ ■r Cominpri■l
HVAC rra dui li i 501U MA,
Proposal
Project Name: Yucaipa Scherer Community Center
Location: CA
Attention: City of Yucaipa
CALIFORNIA COMMERCIAL
206 5 Puente St
Brea. CA 92821
;Pi(114)578-6163
aid Date: 06/02/2026
Expiration Date: 07102/2026
Proposal Number: 0626RNIS1569
Sourcewell Contract #080824-CAR
Mark For
dity
Model Number
Description
04NZ048
1 50NT•848... 3
4 Ton HP SPP RTU, 2081230.1-So
Field Installed
T24 Horizontal Economizer
+ UV Li i w/ Fixture
582APWO60
1 50NT-860- 5
5 Ton HP SPP RTU, 2021230.340
Fielcl In II
T24 Horizontal Economizer
UV Lights wl Fixture
4J060
1 50FEOA06A2A3-0A0A0
S Ton HP RTU, 2081230.1.60
+ One -Stage Cooling
5tandardlMedium Static - Vane Axial Fan
Standard Electra -Mechanical Controls
+ Al.Cu Condenser and Evaporator Coil
Field lnst ill d
11" Base Knock Down Curb
T24 Vertical Economizer
+ UV Li hts w! Fixture
ZJ048
1 50FEQA05A2A5-0A0A0
I Ton HP RTU. 2081230-3-60
One -Stage Cooling
■ Standard/Medium Static - Vane Axial Fan
+ StandardElectra-Mec icai Coptrols
AUCu Condenser and Evaporator Coil
R910 Installe
■ 11" Base Knoek Dawn Curb
T24 Vertical Economizer
UV Li hts wl Fixture
581 BPV090
1 50FEQM08A2A5.0AOA0
7.5 ton HP RTU, 2081230.3-60
Two -Stage Cooling - Single Circuit
+ StandardlMedium Static - Vane Axial Fan
• Standard Electra -Mechanical Controls
• AI/Cu Condenser and Evaporator Ccil
Field Installed
T24 Horizontal Economizer
UV Lights wl Fixture
ZH120
1 50Fr:QM12A2A5.0A0A0
10 Ton HP IM 20t11z30-3-w
Twd-Slag• Cooling - Single Circuit
StandardlMedium Static - Vane Axial Fan
Standard Electro-Mechanical ControlS
AUCu Condenser and Evaparator Coil
Field Installed
T24 Horizontal Economizer
■ UV Lights wl Fixture
Pricing
Total Price for items as listed above (excluding taxes).................................................................................... $65,879.00 06/22/2026 City Council Agenda 81
Please note the folioMdUlciarifi ions In this proposal, + Cancellation requests for factory ordered items greater than 10 calendar days from recelpt of Purchase Order wlll incur 100% canceflatloo charges,
DCL- , pOt2TANT-pLEAS@ R am•
THE FOLLOWING rs !Nf)7' IA1mUDFn & THIs PROPQsAt,.
PA CKAGUO ROOFTbPs
EMS CAF2 34'rrERFACE OR THERMOSTA TSlcoNTROLs
V'aPA710N ISDLATION. PLA rFojws
PDKSR E"USrS
COt St WSORSVEMAND CONTROL VENTILATION SYSTEMS
COPPER COILS COIL COA TINES HAIL 13VARDS
DISCONNECTS, CONVENIENCE OUTLETS, HINGED ACCESS PANELS, SWOKE DETECTORS 1ONALB
STAR'TVP ORLABOR FILTERS, PVLLEY43aTIMO MR CNANGESF0PA1R BALANCE REPORTS
WARRANTY VNLESSSPECIFICALLYMENTIONED
We appreciate your conSldaration of this quotatlan and would like to thank you for your Interest in Sigler products and Services. Should you have any questions concerning the above quotation, Please feel free to contact us.
RAY NlSHII
06/22/2026 City Council Agenda 82
r
r -
Itussell ! [ 1'roAnsa! Tcnrrx �4nd Cooditinns
I • [ and - Me- quoted by Russell Sigler, Gar. (Seller) arc good for 30 days and are subject to change without notice, SeTler will perlodkely invoice Buyer for work, labor, materials, or equipment (hereinafter collectively "Work') under this accepted Proposal (hefelootter "Agrctmeo!"}. Buyer agrees to pay all invoices submitted by Seller.payment terms are Nct loth from date of itrvoiee and are subject to prior and continuing credit approval by Seller, [f B" fags to timely pay any invoice ua full, Seller will impose late payment cbarges of 1.37E per month on the unpaid balaaee and Seller will suspend its Work. Ua[ess Otherwise stared in wrirlag, prices are exclusive Of say applicable city, state, or federal excise tax, including without limitations, taxes an cooaufacture, transaction privilege, sales, use, rcccipl, gross iocomc, occupation and similar taxes, Applicable far es shall be added to tits invoice as a scpamin charge to be paid by Buyer, This Proposal is only for toe Work occupation herein. All other tturcha le U or services
requited far Buyer'ajob aft not included in this Proposal, Any ipereasc in the Seller's cost of supP]ying the gaols subject to this Proposal which are caused by any ofdar, law, regulario4 tax, tariff; fee, surcharge Or otherwise, imposed or in9rcmcd after the daft of this Proposal on or respccting the purchase, trade, ownership, storage, processing, traospOruttioo, distribution, use Or sale of the foods herein will be added to the price paid by Buyer. Sailer hereby warrants that no amount for such newly -imposed low, regulation, tax, tariff', fee, surcharge or otherwise, imposed or increased was included in this Proposal as a contingency reserve or Otbrrwin,
2, Aceltitulcer Acceptance of this Proposal is expressly fimitcd to the exact terms contained herein and any attempt ra alter or Omit say term altall be deemed a rejection and counteroffer,
3- 5h1r2mcnt and Dcilvem Shipment witl be by common carrier, FOB Factory. Seller will prepay freight to the lira[ destination, Seller reserves the tight to control the ruuric g, When any other than Seller's regular method of shipment is used, the prepaid freight will not exceed the lowest of published prices for the regular method Of rbipmem. Special handling charges by the carrier will be paid by buyer. Title shall pass to Buyer upon delivery to common CwTlor and thereafter all risk ofloss of damage shall be Buyer's. Delivery dates are based oa current information and are subject to change.
4. Warranties, SELLER MAKES NO WARRANTIES, E7 kSSS OR 1MPLTED. iNCLUD NC WARRANTIES AS TO MERCHANTABILITY OR THE FEN- 55 OF MERCHANDISE FOR ANY PARTICULAR USE OR PURPOSE, AND SHALT. NOT BE LIABLE FOR ANY LOSS OR DAMAGE r1IRECTLY OR INDIRECTLY, ARISING FROM THE USE OF SUCH MERCHANDISE. BUYER ASSUMES COMPLETE RESPONISIDILITY FOR SELECTION OF THE PRODUCTS, EQUIPMENT, CoMpON\ENTS, GOODS AND SEPMES TO ACIIIEVE ITS INf£NOED RESULTS AND FOR ITS USE OF THE RESULTS OSTAINFO FROM THE PRODUCTS, EQUIPMENT, COMPp, ENTS, GOODS AND SERVICES. SELLER DOES NOT WARRANT THAT THE PRODUCTS, EQUIPMENT+ COMPONEN76, GOODS OR SERVICES WILL M1LET D1[.7M'S OR ITS CUSTOKERS' REQUIREN11 NTS OR WILL HE UNINTERRUPTED OR ERROR FRE$. All. merchandise 6 warranted only by the manufacturers as provided by manufacturers in writing. Seller makes no other warranties, rxpem or implied, and its agents or technicians arc not authorized to make any such warranties on beWfofSel[er. Sellcr rnakes no warr,nries on labor. No warranty for equipment, materials, or labor, whether written, implied, or otherwise, shall apply until Seller has bean paid in full,
5. Returim Na beck -charges or merchandise returns for credit arr accepted on behalf of mmtufacturer without prior written authorization by Seller's Regional Sales Manager and then only upon the coadilions and procedures set fardt by the manufacturer. 6, Damages: [a no evcat shall Seller be responsible for any impact, delay or acceleration damages, including but riot liraittd to delays due to unavailability of equipment, materials of labor or for any circumstances beyond Scller's direct control. Seller shall not be liable for any conacquential damages or loss suffered by Suycr or any other person as a result of its performance under this Agreement or otherwise even if informed in advance otncc possibility of auch damages. Seller Shall not be liable for sales or engineering drawings, plans or specifications rcodered in connection with the merchandise, or factory Supervision of say installation or start-up_
7, Claims: Buyer shall inspect the materials and equipment upon receipt. All claims far shartagc3 or damage must be submitted in writing to the carrier(s) within 10 days of merchandise rmeipt. Buyer shall not withimld payment or charge Seller for rxcight or warrmrty-related claims- g• Force Molrorc In no event shall Seller be responsble or liable for any faiiure or delay in the performance of ifs obligations hereunder arising out of or cattsed by, directly or indirectly, forces beyond its eorltml, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, tivi[ or military disturbances, nuclear Of natural catastrophes, pandemics, acts of God, imuruptiom, loss or malfunctions of utilities, cammuaitatlotrs or eartaputor (software and hardware) services, and supply chain shortages; itbeing undetstood that Seller shall use reasonable effans consistent with accepted practices in the industry to resume perfurmance as soon as practicable under the circumstances,
9. ConfidentlalityL This Freposat and its contents art confrdemial and none ofthe details connected therewith shall he disclosed to any third party without Seller's prior written consent. Buyer shall not make any use of, or disclose to third parties, any data, designs, drawings, specifications, pricing orotbar information fwai abed to it by $filet, except as may be necessary for the completion ofthis Agreement_ S ach data, designs, drawings, specifications, pricing and other information shall rcnwin Seller's exclusive property upon completion, cattee[lntion or lmtination ofthis Agreement_ L0, Limltntfotss orTlabilltr Seller's liability for say and all injuries, claims, lasses, expenses of damages arising out afar in any way related to its work under this Agreement, ftam any cause or causes including, but not limited to, negligence, errors, omissions, strict liability, breach of wittract or warranty shall not exceed rho total amount of this Proposal up tO S50,004. Buyer waives and releases Seller from any liability or damages in excessof the limits set forth above, NotwitlrStatrdirrg any other provision in or incorporated by reference into this Agreement, any Pumhsae Order, any Contrary or any other agrcament involving Buyer or Sellcr to the contrary, the maximum total liability of Seiler, its insurers, Successors or assigns shall be limited in direct damages in an amount not to exceed the following:
(a) with respect to clairns for indemnification involving losses covered by Seller's automobile liability policy. Seller's liability shall be litniled to the dollar am000t paid to Cover such liability uadcr Seller's automobile liability policy, (b) with respect to losses Far claims involving personal injuries to Sei[et's employees, Seller's liability shall be limited to the dollar amount paid to cover such liability under SeLler'a wOrker5' compensation lumuum ; and (c) with respect to claims for indcxa nificalion (i) involving defective materiab or watkn%=hip or breach of warranty or(ii) that are not otherwise addressed by sub-clauscs (a)-(b) above, Seller's liability shall be limited to SD% (fifty percent) of the amount actually paid by Buyer to Seller for rite rnaierials under this Proposal or any corresponding Purchase Order under which the come of action occurred, to a maximum of$25,000.
Seller's liabtliry (whether for breach of contract, indemnification or otherwise) shall be proportionately limited to the extent of Seller's foul[.
Without limiting the generality of the foregoing, Seller shall not be liable for losses, damngcs or claims to the cmtnt arising from Buyer's. Owner's or any Other third parry's aets ororailtSions, NO action under this Agreement maybe brought by nuyer more than one (1) year after the cause of action has accrued.
For the purposes of the time limitation: (i) with m6poct to claims involving defective materials or workmanship or breueh of warranty, a cause of action shall be deemed to accrue upon the first to occur of occcptaoce ofthe materials or eorrtmencement Of use thereof by or on behalf of Buyer or Owaer; old Internal Use Only;4047703642
06/22/2026 City Council Agenda 83
01) with rospcct to any nrhar claim, a cause of notion shall be deemed to accrue when the relevant claimant Sustains injury and becomas aware or reasonably ahould have became aware, of the circumstances giving fire lathe claim.
Buyer and Seller expressly agree that the limitations of liability in this Section represent as agreed allacation of the risks of this commercial relationship between Buyer and Seller. This allocation is reflected in the pricing Oared by Seller to Buyer and is an essehiial dement or the basis of the bargain between the parties.
11. Anpilciabla aw• The rights, duties and obligations arising out of this Agreement shall ba determined under the laws of the State of California.
12. Attarnlys, F"cn:1f any action, reference, mediation, arbitratiort or other proceeding be commenced (including an appeal thereof) to enforce Soy of the provisions of
asonablo atromeys' end expertsxpecu this Agreement or to a a jes including teagmenr, (a) the umuwessfaf patty therein shall pay all costs incurred by the prevailing party therein, ' Errs aril attorneys' and experts' costs, court cows and reimbursements for any other expert ineunad is caanectleu therewith, and [b) a, a separate right, severable from any other rights sec forth in this Agrccmeat, the prevailing party therein shall be entitled to moves its reasonable atlorneya' and experts' foes and attorneys' and experts' costa incurred in enforcing any judpwot against the unsuccesafuI parry thereto, which right 10 recover peat judgment attameya' and experts' ices and attorneys' and experts' casts shall be included in any such judgment, The right to recover post attarnryn' and experts' fees and attorneys' and experts' costs shall (I) not bo deemed waived if rat intruded is any jadgtncul, (2) survive the ftnal judgment in any Action, and (3) not be deemed merged into such judgment. The rights and obligations o! the panics under this shall survive the termination orlit is Agreement,
13. Entire AercemensModfflcatiou: This Agreement cootaias the entire agrccmcnt and understanding of the parties coacendul; its subject matter and may not be modi fled in any manner except by a writing duly executed by Seller and Buyer. No representations have been made or relied upon by %iyer, and nu consideration has been, or is offered or expected other than as stated in this Agreement. Thera are no oral collateral agreements,
14. 5eeurlty lnfiumt: Buyer hereby gives and grants Seller a pduchasemoney security interest in all of the merchandise set forth in thin Proposal, to segue Suyer's obligation ro pay far said merchandise, which security iaterest shall be effective until such time as Seller receives full payment. Seller shall have the right, in addition to all others it may possess, at any timer for credit reasons or because Of Buyer's default, to withhold shipment of merchandise, in whale or punt, and to recall goods in transit and retake and repossess all goods which may be stored with Seller for Buyer's account, without the necessity ofundertaking Say other action. All merchandise as recalled, retaken or repossessed slWl become Sellcr'a absolute property, provided that Buyer is given fail crcdif therefor The forgoing shall not be corurrued as limiting, any other rights or remedies available to Seller as a result o(Buycr's default.
15. Conflict, in case of conflict between this Proposal and any other writing relating to this transaction, these: terms and conditions shall supersede any Provisions, terms and conditions contained on arty confirmation order, or other writing intended related to this transaction or Agreement, and the tighta of the peruke dealt be governed exclusively by the provisions, terms and conditions hereof. This Proposal tray be modifcd only by a subsequent writing signed by both parties.
16. )r,�nl[v: Buyer shall, m the fullest extent permitted by law, indemnify, defend, and hold harmless Seller and its employees from and against all claims, damages, iosscs, expenses, and Niotneys' fees arising out ofor resvlring fmm Buyer's obligations under dais Agreement, provided that such claim, damage or loss is caused in whole or In part by Buyer's active or passive act or omission, or that of its employees or agents, or anyone whose acts Buyer rosy be liable for. regardless whether the cause may partially involve Seller or its cmp[oyecs.
I7. Termination; Seller shall have the right to terminate this Agreement for caust; cause shall include, but not be limited to, non-payment or any other breach of these Terms and Candidons. In the event of lamination of the Agreement, Seller shall be entitled to the value of all Work labor, material, equipment or services provided or incurred in addirion to handling charges and adttrinistrative costs and expenses. In the event that a breach is due to non- payment or other cause not entirely caused by the acts or omissions of Seller, Seller Actil also be entitled to its lost profit for the project,
18. res; This Agreement may be excreted in counterparts, each of which shall be deemed an origieal, which together shall be deemed to be one and the same instrument The patties agree to accept delivery of signatures to iris Agrccmcnt by electronic mail or otlrcr dlectrooic means as originals for all purposes,
Accepted By:
Proposal Date:
Name=
_ Proposar Number:
Tills:
Pt] Namhan'
Campacly:
Protect Namo:
Data;
Ship To!
' NO terms, con,litrana or protirsromof therafa:eneeri Purchnse(lydaram irrorpcni,d into WigAgirca pem, 06102l202e
0625RNI$1569
YLItalps scherer CommunRy Center
06/22/2026 City Council Agenda
WA
EXHIBIT "B"
COMPENSATION
Compensation for the Services shall not exceed $65,879. 06/22/2026 City Council Agenda
Exhibit B - Compensation Page 851
EXHIBIT "C"
IF REQUIRED
INSURANCE
(A) INSURANCE REQUIREMENTS. Vendor shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Vendor, its agents, representatives or employees.
Insurance is to be, placed with insurers with a current A.M. Best's rating of no less than A;VII. Vendor shall provide the following scope and limits of insurance;
1. MINIMUM SCOPE OF INSURANCE. Vendor shall maintain the following types and limits of insurance.
Z. MINIMUM LIMITS OF INSURANCE.
GENERAL LIABILITY INSURANCE. Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.
AUTOMOBILE LIABILITY INSURANCE. Vendor shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Vendor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Vendor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Vendor agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
WORKERS' COMPENSATION INSURANCE. Vendor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000 per accident or disease). Vendor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers.
UMBRELLA OR EXCESS LIABILITY INSURANCE. As an option to meet the limits of insurance required by this Agreement, Vendor may obtain and maintain an umbrella or excess liability 06/22/2026 City Council Agenda Exhibit C —Insurance i�ag 6
insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions:
• A drop -down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall "follow form" to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) QTHFR PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (34) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQuIREMENTS. Vendor agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Vendor furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
1. Upon request from the City, Vendor shall furnish certificates and endorsements from each subcontractor identical to those Vendor provides.
Z. Any deductibles or self -insured retentions must be declared to and approved by City, At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Vendor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Vendor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
4. Coverage provided by Vendor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be Exhibit C — Insurance Page 3
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satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City's own insurance or self-insurance. shall be called upon to protect it as a named insured.
All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
06/22/2026 City Council Agenda Exhibit C — Insurance Page 88