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Yunex LLC (Formerly Siemens Industry Inc) - FY2018-023-02 AMENDMENT NO 2 TO AGREEMENT FOR PROFESSIONAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES ("Amendment No 2")by and between the CITY OF RANCHO PALOS VERDES ("City") and YUNEX LLC, a Delaware limited liability company ("Consultant") is effective as of ,unt ZI , 2022 RECITALS A City and Siemens Industry Inc ("Siemens"), a subsidiary of Siemens AG, entered into that certain Agreement for Professional Services dated April 17,2018("Agreement")whereby Siemens agreed to provide purchase of SCE's light poles, conversion to LED lights, and maintenance and operation of streetlight services (the "Services"), for a Contract Sum of $577,120 91 The City Council also authorized a contingency of 10% ($62,879) to cover unexpected costs, $47,345 45 of which was used B On April 20, 2021, the City Council authorized Amendment No 1 to the Agreement Amendment No 1 corrected the Term of the Agreement to three years, as authorized on April 17, 2018 and as intended by the parties, it extended the Term until June 30, 2022, and increased the Contract Sum from $640,000 (including the contingency amount) by $186,700 to $826,700 The increase in the Contract Sum included $18,700 for standard maintenance until June 30, 2022, and$168,000 for emergency repairs and maintenance until June 30, 2022 There was an option in the City's sole discretion to extend the term for one additional one-year term C On November 12, 2020, Siemens AG a carve-out of a new business entity, Yunex Traffic The entirety of Siemens' United States Intelligent Traffic Systems Business, including Siemens's expertise and skills, was transferred to Yunex LLC Pursuant to this corporate restructuring, the Agreement was transferred to Yunex LLC In accordance with Section 4 5 of the Agreement, he City consented to the assignment of the Agreement to Yunex LLC in wnting on May 11, 2022 All references in the Agreement to "Consultant" shall be referencing Yunex LLC as if Yunex LLC had been the onginal named entity D City and Yunex LLC ("Consultant") now desire to exercise their option to extend the Term until June 30, 2023 This extension will increase the Contract Sum from $826,700 (including the contingency amount) by $65,000 to $891,700 The increase in the Contract Sum includes$16,200 in regular maintenance and$48,800 for emergency repairs and maintenance until June 30, 2023 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in strii ethrough and added text in bold italics a Section 2.1, Contract Sum,is amended to read "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses,shall not exceed $ 891,700 (Eight Hundred Ninety One Thousand Seven Hundred) $826,700 (Eight Hunched Twenty Six Thousand Seven (the"Contract Sum"),unless additional compensation is approved pursuant to Section 1 8 " b Section 3 4,Term, is amended to read "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2023 June-30)-202-2, except as otherwise provided in the Schedule of Performance(Exhibit"D") The-C-ity c Exhibit "C", Schedule of Compensation Amendment No 1, is replaced in its entirety with the revised Exhibit "C", "Schedule of Compensation Amendment No 2" attached hereto 2 Continuing Effect of Agreement. Except as amended by Amendment Nos 1 and 2, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 2,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by Amendments 1 and 2 to the Agreement 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 2, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment 01203 0006/789656 1 -2- 5 Authority The persons executing this Amendment No 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment on behalf of said party, (iii)by so executing this Amendment No 2, such party is formally bound to the provisions of this Amendment No 2, and (iv) the entenng into this Amendment does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/789656 1 -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written CITY CITY OF RANCHO PALOS VERDES, a ci a al corporation r .� ,11iiie David L Bradley, or ATTEST eresa Takaoka, City Clerk APPROVED AS TO FORM SHIRO'YNDER, LLP Or 411)C William W Wynder, City Attorney CONSULTANT YUNEX LLC By l ame 3 .- 1111,r7- Title �i f -do. i�— Name 14/1 I OA e.�.5 Title e—- Address 2-9-6t) "Estuc:,1ness ve ,earth Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/789656 1 -4- ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or valid' of that document State of California Riverside ) County of On May 17th, 2022 before me, Candace Gallaher - Notary Public (insert name and title of the officer) personally appeared Michael ] Hutchens & Steven M Teal Jr who proved to me on the basis of satisfactory evidence ed toto thatbe the peeEsl�e�they executed the same in subscribed to the within instrument and acknowledged /their signature(s)on the instrument the li4s ef/their authonzed capacity(ies), and that by b+sIhef 9 person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct CANDACE C,ALLAHER WITNESS my hand and official seal < :i14'___, Riverside„..\,,,.. Notary Public California f Riverside County ` ` _ Commission k 2300629 1 My Comm Expires Aug B 2023 +I 1, `1 I 1 AV _ �p (Seal) Signature /.. . - _- C For the period of July 1, 2022 to June 30, 2023, the following applies RATE QUANTITY TIME SUB-BUDGET A Phase I -Streetlight N/A N/A N/A N/A Audit and Financial Feasibility Analysis B Phase II—SCE Asset N/A N/A N/A N/A Acquisition Facilitation C. Phase III—LED N/A N/A N/A N/A conversion D Phase IV—Standard $0 76/streetlight 1,767 ongoing $16,200 Streetlight /month' Maintenance and Operation E Phase V- See Exhibit C-2 as needed as needed $48,8005 Extraordinary, Emergency and After-hours Maintenance COMPENSATION FOR FY 22-23 (July 1, 2022 to June 30, 2023 $65,000 TOTAL CONTRACT SUM $891,700 II. As to Phase III, a retention of 5% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of Phase IlI is completed III Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 21, unless Additional Services are approved per Section 1 8 IV The City will compensate Consultant for the Services performed upon submission of a valid invoice Each invoice is to include 4 See Exhibit C-1 for rate breakdown 5 Reflects budget estimate for emergency services This item to be utilized on an as needed basis 01203 0006/789656 1 EXHIBIT "C" Amendment No 2 SCHEDULE OF COMPENSATION Consultant shall perform the following tasks at the following rates A For the Term through April 17, 2021, the following applies. RATE QUANTITY TIME SUB-BUDGET A Phase I - Streethght N/A N/A 75 days $48,637 44 Audit and Financial Feasibility Analysis B Phase II—SCE Asset N/A N/A Dependent on $12,419 77 Acquisition SCE schedule Facilitation C. Phase HI—LED Vanes by matenal 1,799 poles 135 days $485,483 79 conversion type ($277 49/pole average) D Phase IV—Standard $0 74/streetlight 1,799 ongoing $47,925 36 Streetlight /month [$15,975 12/year] Maintenance and Operation E Phase V- See Exhibit C-1 as needed as needed $30,000 Extraordinary, Emergency and After-hours Maintenance TOTAL SUM FOR TERM THROUGH 4/17/21 (out of$640,000 Contract $624,466 36' Sum, including contingency) I Only$43,543 of 62,879 contingency used 01203 0006/789656 I B. For the period of April 18, 2021 to June 30, 2022, the following applies RATE QUANTITY TIME SUB-BUDGET A Phase I - Streetlight N/A N/A N/A $0 Audit and Financial Feasibility Analysis B Phase II—SCE Asset N/A N/A N/A $0 Acquisition Facilitation C. Phase III—LED N/A N/A N/A $0 conversion D Phase IV—Standard $0 74/streetlight 1,762 ongoing $18,700 Streetlight /month2 Maintenance and Operation E Phase V- See Exhibit C-1 as needed as needed $168,0003 Extraordinary, Emergency and After-hours Maintenance TOTAL SUM FOR FY April 18, 2021 to June 30, 2022 $186,700 TOTAL CONTRACT SUM $826,700 2 See Exhibit C-1 for rate breakdown 3 Reflects budget estimate for emergency services This item to be utilized on an as needed basis 01203 0006/789656 1 A Line items for all personnel describing the work performed, the number of hours worked, the hourly rate, and the percentage of completion of each Phase B Line items for all matenals and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subcontractor labor,supplies,equipment,matenals,and travel properly charged to the Services VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1 01203 0006/789656 1 MAINTENANCE SERVICE RATES/HOUR For the period of July 1, 2022 to June 30, 2023 Maintenance Table Hourly Rates 1. Labor Item# item Description Unit Quantity Hourly Rate Overtime Rate Premium 1 1 Streetlight Electrician,Technician HR 1 $127.72 $157.59 $187.46 1.2 Foreman/Lead Tech HR 1 $138.02. $169.95 $201.88 1.3 Laborer HR 1 $99.91 $145.23 $145.23 1.4 Energy Engineer HR 1 $185.40 $185.40 $185.40 2. Equipment Item# Item Description Unit Quantity Unit Price Total Price 2.1 Bucket Truck HR 1 $28.84 $28.84 2.2 Service Truck w!generator and tools HR 1 $25.75 $25.75 2.3 Crane HR 1 $65.00 $65.00 2.4 Arrowboard HR 1 $5.00 $5.00 2.5 Compressor HR 1 $10.00 $10.00 3. Materials Item# Item Description Unit Quantity Total Price 3.1 Materials plus mark-up LS 1 Actual cost of invoice plus 15'.mark-up 4. Streetlight Maintenance and Operation Item# Item Description Unit Quantity Per month price Annual Price 41 Standard Streetlight Operation and Maintenance $0.76 1,767 $1,342.92 $16.115.04 *Work Hours are as follows: • Regular Time-7:30am to 4:00pm,Monday thru Friday,except Holidays • Overtime-Monday thru Friday after 4:00pm,for the first four hours,Saturday for the first 12 hours • Premium Time- Monday thru Saturday, after 12 working hours, Sundays and Holidays all day (24 hours). Holidays are as defined by the California Department of Industrial Relations guidelines. 01203.0006/789656.1 EXHIBIT C-1 MAINTENANCE SERVICE RATES/HOUR For the period of April 18, 2021 to June 30, 2022 1.Labor Regular` Overtime* Premiun 'ime* Streetlight Electrician/Technician $124.00 $153.00 $182.00 _ Foreman/Lead Tech $134.00 $165.00 $196.00 Laborer $97.00 $141.00 141.00 Energy Engineer $180.00 $180.00 $180.00 2.Equipment 41111==ligate per Ho Bucket Truck $28.00 Service Truck $25.00 Mated Markup (from actual invoice cost) Streetlight Maintenance Materials 15% *Work Hours are as follows: • Regular Time-7:30am to 4:00pm,Monday thru Friday,except Holidays • Overtime-Monday thru Friday after 4:00pm,for the first four hours,Saturday for the first 12 hours • Premium Time- Monday thru Saturday, after 12 working hours, Sundays and Holidays all day(24 hours). Holidays are as defined by the California Department of Industrial Relations guidelines. 01203.0006/789656.1 May 11, 2022 AMENDMENT NO 1 TO AGREEMENT FOR CONTRACTUAL SERVICES THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES ("Amendment No 1") by and between the CITY OF RANCHO PALOS VERDES ("City")and cietaSIE ENS INDUSTRY, INC., a California corporation ("Consultant") is effective as of(-WI& q__ , 2021 RECITALS A City and Consultant entered into that certain Agreement for Contractual Services dated April 17, 2018 ("Agreement") whereby Consultant agreed to provide purchase of SCE's light poles, conversion to LED lights, and maintenance and operation of streetlight services (the "Services") for a Contract Sum of$577,120 91 B The Agreement was drafted with a term of one year However, the Request for Proposals issued by the City and the agenda report presented to the City Council demonstrate that the parties intended the Agreement to have a Term of three years,with an option to extend by one additional year C The parties intended for the Agreement to have a Term of three years with an option to extend by one additional year D On April 17, 2018, the City Council authorized a contingency of 10% ($62,879)to cover unexpected costs, $47,345 45 of which was used E City and Consultant now desire to exercise their option to extend the Term until June 30, 2022 and increase the Contract Sum from $640,000 (including the contingency amount) by $186,700 to $826,700 The increase in the Contract Sum includes $18,700 for standard maintenance until June 30, 2022, and $168,000 00 for emergency repairs and maintenance until June 30, 2022 TERMS 1 Contract Changes The Agreement is amended as provided herein Deleted text is indicated in s#rlkettirettgli and added text in bold italics A Section 2 1, "Contract Sum," is hereby amended as follows (deletions are marked in strrketh-eugh and additions are marked in bold, italics) "Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference The total compensation, including reimbursement for actual expenses, shall not exceed $826,700 (Eight Hundred Twenty-Six Thousand Seven Hundred) - _ - . : : - • - . . . •. e •- . Twenty Dollars and Ninety One Cents($577,120 91)(the"Contract Sum"), unless additional compensation is approved pursuant to Section 1 8 " B Section 3 4,"Term,"is hereby amended as follows(deletions are marked in strikethrough and additions are marked in bold, italics) "Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding June 30, 2022 one (I) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit"D") The City may,in its sole discretion,extend the Term for one additional one-year term " C Exhibit"C", "Schedule of Compensation," is hereby replaced in its entirety with the revised Exhibit "C", "Schedule of Compensation Amendment No 1" attached hereto 2 Continuing Effect of Agreement Except as amended by this Amendment No 1, all provisions of the Agreement shall remain unchanged and in full force and effect From and after the date of this Amendment No 1,whenever the term"Agreement"appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No 1 to the Agreement 3 Affirmation of Agreement, Warranty Re Absence of Defaults City and Consultant each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein Each party represents and warrants to the other that the Agreement is currently an effective,valid,and binding obligation Consultant represents and warrants to City that, as of the date of this Amendment No 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement City represents and warrants to Consultant that, as of the date of this Amendment No 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement 4 Adequate Consideration The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No 1 5 Authority The persons executing this Amendment No 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (u) they are duly authorized to execute and deliver this Amendment No 1 on behalf of said party, (iii) by so executing this Amendment No 1, such party is formally bound to the provisions of this Amendment No 1, and 01203 0006/711717 I -2- (iv)the entenng into this Amendment No 1 does not violate any provision of any other agreement to which said party is bound [SIGNATURES ON FOLLOWING PAGE] 01203 0006/711717 I -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above wntten CITY CITY OF RANCHO PALOS VERDES, a municipal corporation Eric Alegna, Mayo ATTEST Eetbvrn, City Clerk -7 6-s, "Med kA APPROVED AS TO FORM. ALESHIRE & W ER, LLP )dam te+0.4--\ William W Wynder, City Attorney CONSULTANT SIEMENS INDUSTRY, _ , a i s . corporation B Na .:-%/J,` f'ers , Title sapalag is dWee.teo ., By Name (1.130E A' PACSNSTM Title £u d S PlAW1Gd6a— Address 4-9) pit/ 92„1-62/ Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups 1)Chairman of the Board,President or any Vice President,and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY 01203 0006/71 1717 1 -4- ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of Riverside ) On April 20th, 2021 before me, Candace Gallaher - Notary Public (insert name and title of the officer) personally appeared Michael Hutchens & Robert Paquette who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) isfare subscribed to the within instrument and acknowledged to me that a/they executed the same in h+efher/their authorized capacity(ies), and that by c/+ier/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS myhand and official seal o CAN PublicACE uaHER ��"' Notary Public California ' p ; :" Riverside County / =�+�. Commission#2300629 F. ' My Comm Expires Aug 82023Signature IL11 �� II (Seal) l EXHIBIT "C" Amendment No 1 SCHEDULE OF COMPENSATION I Consultant shall perform the following tasks at the following rates A For the Term through April 17, 2021, the following applies RATE QUANTITY TIME SUB-BUDGET A Phase I- Streetlight N/A N/A 75 days $48,637 44 Audit and Financial Feasibility Analysis B Phase II—SCE Asset N/A N/A Dependent on $12,419 77 Acquisition SCE schedule Facilitation C Phase III—LED Varies by material 1,799 poles 135 days $485,483 79 conversion type ($277 49/pole average) D Phase IV—Standard $0 74/streetlight 1,799 ongoing $47,925 36 Streetlight /month [$15,975 12/year] Maintenance and Operation E Phase V- See Exhibit C-1 as needed as needed $30,000 Extraordinary, Emergency and After-hours Maintenance TOTAL SUM FOR TERM THROUGH 4/17/21 (out of$640,000 Contract $624,466 36' Sum, including contingency) 1 Only $43,543 of 62,879 contingency used 01203 0006/711717 1 B For the period of April 18,2021 to June 30, 2022, the following applies. RATE QUANTITY TIME SUB-BUDGET A Phase I - Streetlight N/A N/A N/A $0 Audit and Financial Feasibility Analysis B Phase II—SCE Asset N/A N/A N/A $0 Acquisition Facilitation C Phase III—LED N/A N/A N/A $0 conversion D. Phase IV—Standard $0 74/streetlight 1,762 ongoing $18,700 Streetlight /month2 Maintenance and Operation E Phase V- See Exhibit C-1 as needed as needed $168,0003 Extraordinary, Emergency and After-hours Maintenance TOTAL SUM FOR FY April 18, 2021 to June 30, 2022 $186,700 TOTAL CONTRACT SUM $826,000 II As to Phases III, a retention of 5% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of Phase III is completed III Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 21, unless Additional Services are approved per Section 1 8 IV The City will compensate Consultant for the Services performed upon submission of a valid invoice Each invoice is to include A Line items for all personnel describing the work performed, the number of hours worked, the hourly rate, and the percentage of completion of each Phase 2 See Exhibit C-1 for rate breakdown 3 Reflects budget estimate for emergency services This item to be utilized on an as needed basis 01203 0006/711717 1 B Line items for all materials and equipment properly charged to the Services C Line items for all other approved reimbursable expenses claimed, with supporting documentation D Line items for all approved subcontractor labor,supplies,equipment,materials,and travel properly charged to the Services VI The Consultant's billing rates for all personnel are attached as Exhibit C-1 01203 0006/711717 1 EXHIBIT C-1 MAINTENANCE SERVICE RATES/HOUR 1.Labor Regular Time* Overtime* Premium Time* Streetlight Electrician/Technician $124.00 $153.00 $182.00 Foreman/Lead Tech $134.00 $165.00 $196.00 Laborer $97.00 $141.00 141.00 Energy Engineer $180.00 $180.00 $180.00 2.Equipment Rate per Hour Bucket Truck $28.00 Service Truck $25.00 Material Markup(from actual invo Streetlight Maintenance Materials 15% *Work Hours are as follows: • Regular Time-7:30am to 4:00pm,Monday thru Friday,except Holidays • Overtime-Monday thru Friday after 4:00pm,for the first four hours,Saturday for the first 12 hours • Premium Time- Monday thru Saturday, after 12 working hours, Sundays and Holidays all day(24 hours). Holidays are as defined by the California Department of Industrial Relations guidelines. 01203.0006/711717.1 SIEMENS THIS DELEGATION ONLY APPLIES TO SIEMENS MOBILITY, INC. ALL CONTRACTS, BIDS, CERTIFICATES, AFFIDAVITS OR ANCILLARY DOCUMENTS TO BE SIGNED ON BEHALF OF SIEMENS INDUSTRY, INC. MUST BE SIGNED BY MARC BUNCHER AND MARSHA SMITH WITHOUT EXCEPTION DELEGATION OF APPROVAL AUTHORITY FROM CEO MARC BUNCHER AND CFO MARSHA SMITH Rail Infrastructure Rolling Stock Intelligent Traffic Systems Customer Services SIEMENS MOBILITY, INC. A. The undersigned Marc Buncher, CEO and Marsha Smith, CFO of the Siemens Mobility, Inc. (the "Corporation"), a corporation duly organized and existing under the laws of the State of Delaware. by virtue of the authority vested as CEO and CFO to sign or countersign and otherwise execute in the name, or on behalf of the Corporation, any bids. projects, contracts, agreements and any certificates, affidavits or ancillary documents in connection therewith to the extent the foregoing instruments and are consistent with the limits of authority granted under LoA guidelines and grants of release for and on behalf of the Corporation, do hereby delegate to and acknowledge that the following person(s) may exercise such authority for and on our behalf up to $10 million. AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function (Name/Position) (Name/Position) Michael Cahill Christopher Halleus VP— RS Senior Director, FBA— RS Tobias Bauer Stefan Heckrath Head of Rail Infrastructure, RI Senior Director, FBA— RI Michael Tyler Natalie Liggett VP—CS Senior Director, FBA—CS Robin Stimson David Buchfuehrer VP— RS MK&S Senior Director, FBA— ITS Till Kruse VP, Procurement& Logistics—MO Unrestricted 1 SIEMENS B It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name or on behalf of the Corporation the same documents as referenced in paragraph A, up to and including a transactional limit of$5 million Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in paragraph A, limited to the monetary amount stated in this paragraph AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function (Name/Position) (Name/Position) Francois-Xavier Beau Angel Acuna-Siles Head of System Integrated Portfolio, RI Director, FBA Projects—RI Ten Hamlin Nick D'Alessandro Head of Mass Transit, RI Controller, Products& Freight Engineering- RI Stephan Klein, Minam Scheer Project Director, RI Commercial Project Director, RI Mike Nolan Danusz Chrominski Director, Sales—RI Director, FBA—RS LMC LM Ismael Nunez Thomas Glafenhein Head of Wayside Portfolio, RI Director, FBA—RS CP BG &TD Jessica Shaiegan Kim Swain Director, Procurement—RI Director, FBA—RS LMC& ME Jacob Street Thomas Wiechert Head of Automated Rail, RI Director, FBA—RS LR Luis Tondi Resta Director, Products—RI Peter Tuschinski Head of Rail Electnfication, RI Carrie Webber Head of Onboard Portfolio, RI Raymond Gmnell VP—RS LMC PC David Gutierrez Director, RS LR Valene Conway Senior Director, RS SPR Ibrahim Kalender Director, RS CP BG Yagnesh Kikaganeshwala Head—RS CP TD Armin Kick VP—LMCLM& HI Matthew Rumbold Manager, Procurement—CS Jaskaran Dhiman Singh Manager, Procurement—ITS Unrestricted 2 SIEMENS C It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name, or on behalf of the Corporation,the same documents as referenced in paragraph A, up to and including a transactional limit of$3 million Any such delegation extends to but is limited to the same scope,documents and subject matter as referenced and granted in paragraph A, limited to the monetary amount stated in this paragraph AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function (Name/Position) (Name/Position) David Costello, Nishant D'Sa Head of Project Excellence, RI Commercial Project Manager, RI Douglas Dreisbach James Hryniewicz Head of Projects, Onboard—RI Commercial Bid Manager, RI Jeb A Echols Angela Hunter Manager, Project Estimating—RI Lead Commercial Project Manager Onboard, RI Benjamin Kotze Caroline Robinson Head of Engineenng, RI Commercial Bid Manager, RI Rodngo Resende Milian Da Silva Business Development Professional, RI Lead Commercial Project Manager Wayside, RI J Alfredo Rodriguez Adnan Solano Head of Manufacturing Operations, RI Head of Operations BA, RI David Sarles Nikki Bassi Project Procurement Manager, RI Director, RS Emily Watson Warren Openshaw Procurement Commodity Manager, RI Director, Operations BA, RS Mark Bennett Michelle Picard VP, Operations—RS Director, RS Paul Aichholzer Nico Lindenau Director, Projects—RS LMC Commercial Director, RS LMC PC Came Hemandez Marco Pfeiffer Director, RS SPR Commercial Director, RS LMC Matt Owens Sumedha Bhosle Procurement Manager, RS SPR Business Segment Controller-Spares, CS Mitzi Lohmeyer Miguel Del Castillo Strategic Procurement Manager, RS CP TD Controller, CS MLT SPR Mark Anderson Cathie Steele Director, CS Customer Success Director, CS LR& RI Simon Davidoff Craig Debevoise Director, Data Services—CS Projects Commercial, ITS Ash Evans Manuel Guio Villarreal Deputy Director, CS UT Commercial Project Manager, ITS Rob Hennchs Rudolf Wagner Director, CS Bids&Market Intelligence Performance Controlling, MO Reiner Martin Angela Mana De Paiva Delicado Director, CS Finance Manager, REM Amencas Tony Ritter Director,CS Barry Sidler Director of Spare Parts,CS Unrestricted 3 SIEMENS Michael Gaertner Director, ITS PLM/R&D Goutham Lmgannagan Head of Bids & Projects, ITS Laryssa Parker Head of Digital Lab, ITS Nils Soyke Project Manager, ITS Wendy Tao Head of Mobility Operating System, ITS Steve Teal Director, ITS Service Gary O'Brien Head of REM Americas D It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name, or on behalf of the Corporation,the same documents as referenced in paragraph A, up to and including a transactional limit of$1 million Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in paragraph A, limited to the monetary amount stated in this paragraph AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function Name/Position) JName/Position) Tony Abboreno Sanzhar Aitbayev Project Manager, RI Commercial Project Manager, RI Thomas Bergmann Stefan Brown Project Manager, RI Commercial Project Manager, RI James Castaneda Lisa Cams Operations Manager, RI Commercial Project Manager, RI Shawn Cline Alejandra Rodnguez Cebnan Project Manager, RI Commercial Project Manager, RI Nicholas Corley Solomon Lee Warehouse Manager, RI Senior Commercial Project Manager, RI Wolf Eichler Bntten Stark Project Manager, RI Performance Controller, RI Paul Eliea Roxana Vatca Senior Project Director, RI Commercial Project Manager, RI Zoltan Egel Lars Volger Head of ACM, RI Senior Commercial Project Manager, RI Chnstopher Hammett Rosa Baquero Project Manager, RI Commercial Project Manager, _ Field Services RS Nathan Kalesnikoff Tommy Charurat Project Manager, Bids&Proposals—RI Director, Performance Controlling RS Kinga Kowzon Varnnaphapar Mekwattana Project Manager, RI Commercial Project Manager, RS CP BG Abhinav Mdra Camilo Valdivieso Project Manager, RI Commercial Project Manager, RS CP BG Mario Mueller Kyle Kliesch Project Manager, RI Commercial Project Manager, RS CP TD Alejandro Sierra Ramtin Benyamin Project Manager, RI Commercial Project Manager, RS LR Michael Smith Charles Hollman Head of System Engineenng, RI Commercial Project Manager, RS LR Unrestricted 4 SIEMENS Scott Tarpley Annerose Kante Head of Quality in Projects, RI Commercial Project Manager, RS LR Christopher Thomas Clive Lepper Manager, Project Estimating, RI Commercial Project Manager, RS LR Eddie Unoste Mary Matos Project Manager, RI Commercial Project Manager, RS LR Enk Valero Joshua Pohl Project Manager, RI Commercial Project Manager, RS LR Jonathan Vann Ronald Staggs Project Manager, RI Commercial Project Manager, RS LR Suresh Chohan Shehzad Ahmed Director of Order Management, RS Commercial Project Manager, RS LMC PC Chander Khanna, Adam Huey Sr Director, Manufactunng Processes RS Commercial Project Manager, RS LMC George Long Donna Lam VP, Engineering RS Commercial Project Manager, RS LMC PC Shawn McCuaig Peter Silberhorn Director, Field Services RS Commercial Project Manager, RS LMC PC& ME Kevin McGrew Lidiane de Paula Munhoz Franca Director, Quality RS Commercial Project Manager, RS LMC LM Muhammad Hamdan Irina Martynova Project Manager, RS CP BG Commercial Project Manager, RS LMC LM Andrea Kainz Tatiana Simonchik Project Manager, RS CP BG Commercial Project Manager, RS LMC LM Patrick Schloffer Karlene Keene Project Manager, RS CP BG Controlling, RS TD Morel Aninoiu Jorge Guzman Project Manager, RS LR Commercial Project Manager, CS Charles Bell Christine Jaw Project Manager, RS LR Commercial Project Manager, CS Mason Boswell Sarah Jenik Pr2ect Manager, RS LR Commercial Support, CS Michael Carlo Kavita Patel Project Manager, RS LR Commercial Project Manager, CS Jeffrey Curran Dominic Smith Project Manager, RS LR Commercial Project Manager, CS Will Marshall Julian Stuebler Project Manager, RS LR Commercial Project Manager, CS Aaldnk Melting Marcin Szczapa Project Manager, RS LR Commercial Project Manager, CS Hamid Moseli Lina Toro Project Manager, RS LR Commercial Project Manager,CS Ron VanHuuksloot Anchal Bansal Project Manager, RS LR Commercial Project Manager, ITS Thomas Stehlik Tamara Schmitt Project Manager, RS ME Commercial Project Manager, ITS Bryce Dudgeon Claudia Thiele Project Manager, RS LMC PC Commercial Project Manager, ITS Carsten Nebe Project Manager, RS LMC PC Rolf Neuhaus Project Manager, RS LMC PC Unrestricted 5 SIEMENS Martin Bloedt Project Manager, RS LMC LM Chnstoph Gnmm Project Manager, RS LMC LM Robert Martner Senior Project Manager, RS LMC LM Malte Schierwater Project Manager, RS LMC LM Craig Tirums Project Manager, RS LMC LM Maciej Wiczewski Project Manager, RS LMC LM Constanze Kutschki Manager, RS SPR Timothy Ferguson Head of Operations, RS TD Jacquelyne Colvis Customer Success Manager, CS Mohit Dutta Project Manager,CS Luis Correia Project Manager, CS Volker Hansen Rail Remote Service Center Manager, CS RC Gerhard Leitner Field Engineering Management, CS Steve Nation Project Manager, CS Alexander Ossa Project Manager, CS Tien Pham Project Manager, CS Erik Schildknecht Project Manager, CS Kseniya Shelkovskaya Customer Success Manager, CS Evan Smith Project Manager, CS Sergii Vasylenko Components Overhaul Manager, CS James Wells Customer Success Manager, CS Jon Buckles Operations Manager, ITS Henberto De La Garza Vielma Project Manager, ITS Michael Hutchens Operations Manager, ITS Venkatesh Jadhav Project Manager, ITS Gary Kochetkov Project Manager, ITS Scott McCarthy Material Manager, ITS Unrestricted 6 SIEMENS Del Nichols Project Manager, ITS Clint Schuckel Operations Manager, ITS Brennan Smartis Project Manager, ITS William Tucker Operations Manager, ITS E It is further acknowledged that the following individuals are hereby authorized to sign or countersign and otherwise execute in the name, or on behalf of the Corporation,the same documents as they are referenced in paragraph A, up to and including a transactional limit of$250 thousand Any such delegation extends to but is limited to the same scope, documents and subject matter as referenced and granted in paragraph A, limited to the monetary amount stated in this paragraph AUTHORIZED SIGNATORIES Business Operations Finance/Central Support Function (Name/Position) (Name/Position) Amanda Anders Annette Lennox Project Manager, RI Commercial Project Manager, RI Janice Ball Drew Reller Project Manager, RI Controller, RI Stephanie Chnst Harry Strasburger IV Project Manager, RI Commercial Project Manager, RI Elisa Clan Angela Hampton Project Manager, RI Performance Controlling, RS Jennifer Ewart Pallavi Shirke Protect Manager, RI Commercial Controller,CP RS FSC Karen Gdlner Project Manager, RI Michael Gougler Project Manager, RI Mohit Gupta Project Manager, RI Nathan Hayes Project Manager, RI Ashwini Hebbar Project Manager, RI Etienne Leboulanger Project Manager, RI Jim Lyons Project Manager, RI Francesco Mantovani Project Manager, RI Gavin Martin Project Manager, RI Sana Mushtaq Project Manager, RI Francis Scapellato Project Manager, RI Aaron Seevers Proect Manager, RI Thomas Szurszewski Project Manager, RI Unrestricted 7 SIEMENS Jennifer Wilson Project Manager, RI Ajit Gaikwad Manager of Matenals Program Managers, RS Julian Jaeger Product& Engineenng Manager, RS TD Brian Jacoby Customer Service Manager, RS TD Stefan Kraemer Business Developer, RS TD Robert Leighton Project Manager, RS TD Jennifer Pearson Project Manager, RS TD David Popp Bid Manager, RS TD Joshua Ferras Service Account Manager, ITS Deana Flynn Service Account Manager, ITS Michelle Flynn Service Account Manager, ITS Candace Gallaher Service Account Manager, ITS Carlota Hafner Bid Manager, ITS Diana Johnson Bid Manager, ITS Joshua Lippincott Service Account Manager, ITS Robert Paquette Sales Manager, ITS Jeffrey Pierce Service Account Manager, ITS Syed Rahman Project Manager, ITS Melissa Rodnguez Sales Manager, ITS Shenoa Townsend Service Account Manager, ITS Roberto Murra Procurement Manager Real Estate, MO P NAM Unrestricted 8 , SIEMENS F It is further acknowledged that each of the signatures of the persons referred to in paragraphs A, B, C, D, and E are binding upon the Corporation G It is further acknowledged that any document shall require the signature of two(2)of the above Authorized Signatories, one each from Business Operations and from Finance/Central Support Functions,whom shall have the requisite signature authority to be legally binding upon the Corporation H It is further acknowledged that each of the persons referred to herein is authorized to delegate such person's authority hereunder to additional members of his or her management team up to the limit of such person's delegation of authority, provided that such delegation is in wntten form signed by the delegator and filed with the Legal Department I It is further acknowledged that the Secretary or an Assistant Secretary of the Corporation is authorized to issue certifications attesting to the incumbency, authority and status of any of the persons referred to in this resolution IN WITNESS WHEREOF, we have hereunto subscribed our names and affixed the corporate seal of the said Corporation,as of the 151 day of April, 2021 Buncher o onsuDate 2021 03l.marc.bundleNallornoNts con :,P)1:4. • • Marc Buncher CEO • • Siemens Mobility, Inc • /WI; Smith o ; Marsha :S ,. .w Dam lox,0324,e 75 50.04 Marsha Smith CFO Siemens Mobility, Inc Unrestricted 9 CONTRACT SERVICES AGREEMENT By and Between CITY OF RANCHO PALOS VERDES and SIEMENS INDUSTRY,INC. 01203.0006/446622.11 1 AGREEMENT FOR CONTRACT SERVICES BETWEEN THE CITY OF RANCHO PALOS VERDES AND SIEMENS INDUSTRY,INC. THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this J 7 day of April, 2018 by and between the City of Rancho Palos Verdes, a California municipal corporation ("City") and SIEMENS INDUSTRY, Inc., a Delaware corporation ("Consultant"). City and Consultant may be referred to, individually or collectively, as "Party" or"Parties." RECITALS A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement. B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement,was selected by the City to perform those services. C. Pursuant to the City of Rancho Palos Verdes' Municipal Code, City has authority to enter into and execute this Agreement. D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein. OPERATIVE PROVISIONS NOW,THEREFORE, 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: 1. SERVICES OF CONSULTANT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement,the Consultant shall provide those services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement,the phrase"highest 01203.0006/446622.11 2 professional standards" shall mean those standards of practice recognized by one or more first- class firms performing similar work under similar circumstances. 1.2 Consultant's Proposal. The Scope of Service shall include the Consultant's scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement,the terms of this Agreement shall govern. 1.3 Compliance with Law. Consultant shall keep itself informed concerning,and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its sole cost and expense such licenses,permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments,taxes, penalties or interest levied, assessed or imposed against City hereunder. 1.5 Familiarity with Work. By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions,which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the Contract Officer. 1.6 Care of Work. The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work,and the equipment,materials,papers,documents,plans, studies and/or other components thereof to prevent losses or damages,and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. 01203.0006/446622.11 3 1.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement.Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in(i)the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or$25,000,whichever is less; or, in the time to perform of up to one hundred eighty (180)days,may be approved by the Contract Officer.Any greater increases,taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. 1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the"Special Requirements"attached hereto as Exhibit"B"and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "B" and any other provisions of this Agreement,the provisions of Exhibit"B"shall govern. 2. COMPENSATION AND METHOD OF PAYMENT. 2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Hundred Seventy Seven Thousand One Hundred and Twenty Dollars and Ninety-One Cents ($577,120.91) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.8. 01203.0006/446622.11 4 2.2 Method of Compensation. The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or(iv) such other methods as may be specified in the Schedule of Compensation. 2.3 Reimbursable Expenses. Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five(45)days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. 2.5 Waiver. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant. 01203.0006/446622.11 5 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s)established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty(180) days cumulatively. 3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including,but not restricted to,acts of God or of the public enemy,unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified.The Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuant to this Section. 3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit «D„ 4. COORDINATION OF WORK 4.1 Representatives and Personnel of Consultant. The following principal of Consultant ("Principal") is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: 01203.0006/446622.11 6 Alex Valenti Account Manager (Name) (Title) It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors, if any,assigned to perform the services required under this Agreement.Consultant shall notify City of any changes in Consultant's staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance. 4.2 Status of Consultant. Consultant shall have no authority to bind City in any manner, or 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.Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights. 4.3 Contract Officer. The Contract Officer shall be Elias Sassoon or his/her designee, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner,mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant's employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent 01203.0006/446622.11 7 contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. 'Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 5. INSURANCE AND INDEMNIFICATION 5.1 Insurance Coverages. The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City: a. General liability insurance. Consultant 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 $3,000,000 per occurrence, $5,000,000 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. b. Workers' compensation insurance. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least$1,000,000). c. Professional liability (errors & omissions) insurance. Consultant 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 Consultant agrees to maintain continuous coverage through a period no less than three(3) years after completion of the services required by this Agreement. 01203.0006/446622.11 8 d. Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work 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. e. Umbrella or excess liability insurance.Consultant shall obtain and maintain an umbrella or excess liability 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: i. 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; ii. Pay on behalf of wording as opposed to reimbursement; iii. Concurrency of effective dates with primary policies; iv. Policies shall "follow form"to the underlying primary policies; and v. Insureds under primary policies shall also be insureds under the umbrella or excess policies. f. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.All coverages for subcontractors shall include all of the requirements stated herein. g. Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit"B". 5.2 General Insurance Requirements. a. Proof of insurance.Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsements must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this contract.City reserves the right to require complete, certified copies of all required insurance policies, at any time. b. Duration of coverage. Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Consultant, his agents, representatives, employees or subcontractors. c. Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required 01203.0006/446622.11 9 to contribute with it. The limits of insurance required herein may be 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 non- contributory 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. d. City's rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. e. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. f. Waiver of subrogation. 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 Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. g. Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. h. Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. i. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. 01203.0006/446622.11 10 j. Additional insured status. 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. k. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 1. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions. m. Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. n. City's right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant,the City and Consultant may renegotiate Consultant's compensation. o. Self-insured retentions.Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will notbe considered to comply with these specifications unless approved by City. p. Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. q. Additional insurance. Consultant shall also procure and maintain,at its own cost and expense, any additional kinds of insurance,which in its own judgment may be necessary for its proper protection and prosecution of the work. 5.3 Indemnification. To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers,employees and agents("Indemnified Parties")against,and will hold and save them and each of them harmless from, any and all actions, either judicial,administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, 01203.0006/446622.11 1 1 obligations, errors, omissions or liabilities whether actual or threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable("indemnitors"),or arising from Consultant's or indemnitors' reckless or willful misconduct,or arising from Consultant's or indemnitors'negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith: (a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work,operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder.The provisions of this Section do not apply to claims or liabilities occurring as a result of City's sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement. 5.4 Sufficiency of Insurer. Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California,rated"A"or better in the most recent edition of Best Rating Guide,The Key Rating Guide or in the Federal Register,and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City ("Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed 01203.0006/446622.11 12 under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager. 6. RECORDS,REPORTS,AND RELEASE OF INFORMATION 6.1 Records. Consultant shall keep,and require subcontractors to keep,such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the "books and records"), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed.The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three(3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant's business, custody of the books and records may be given to City, and access shall be provided by Consultant's successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act. 6.2 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the "documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder.Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents 01203.0006/446622.11 13 without specific written authorization by the Consultant will be at the City's sole risk and without liability to Consultant, and Consultant's guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed"works made for hire"for the City. 6.4 Confidentiality and Release of Information. a. All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer. b. Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney,voluntarily provide documents,declarations, letters of support,testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. c. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. d. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena,notice of deposition, request for documents, interrogatories, request for admissions or other discovery request,court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 7. ENFORCEMENT OF AGREEMENT AND TERMINATION 7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other 01203.0006/446622.11 14 appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California. 7.2 Disputes; Default. In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative,the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant's default shall not be deemed to result in a waiver of the City's legal rights or any rights arising out of any provision of this Agreement. 7.3 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim.The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 7.4 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 or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01203.0006/446622.11 15 7.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement,to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement. 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City,except that where termination is due to the fault of the City,the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination,the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 7.8 Termination for Default of Consultant. If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2,take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated(provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01203.0006/446622.11 16 7.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation.All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 8.1 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest. Consultant 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 Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer.Consultant 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. No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement.Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation,marital status, national origin, ancestry or other protected class. 01203.0006/446622.11 17 8.4 Unauthorized Aliens. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed,together with any and all costs, including attorneys' fees, incurred by City. 9. MISCELLANEOUS PROVISIONS 9.1 Notices. Any notice, demand,request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer(with her/his name and City title), City of Rancho Palos Verdes, 30940 Hawthorne Blvd., Rancho Palos Verdes, California 90275 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 9.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 9.4 Integration;Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement.No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void. 01203.0006/446622.11 18 9.5 Severability. In the event that any one or more of the phrases, sentences,clauses,paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless. 9.6 Warranty&Representation of Non-Collusion. No official, officer,or employee of City has any financial interest,direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of "financial interest" shall be consistent with State law and shall not include interests found to be "remote" or "noninterests" pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Consultant further warrants and represents that(s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect. Consultant's Authorized Initials��/1// 9.7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that(i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE] 01203.0006/446622.11 19 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written. CITY: CITY OF RANCHO PALOS VERDES, a municipal corporation Susan Brooks, Mayo ATTES 40A11_ Emily :.din Clerk APPROVED AS TO FORM: ALESHIRE & WYNDER, LLP /0, William W. der, City Atto ey CONSULTANT: SIEMENS 1 USTRY,INC. By: II" Name: Marcus Welz Title: ITS CEO �� Name: avid Buchf rer Title: ITS CFO Address: 9225 Bee Cave Road Building B, Suite 101 Austin, TX 78733 Two corporate officer signatures required when Consultant is a corporation,with one signature required from each of the following groups: 1)Chairman of the Board,President or any Vice President; and 2)Secretary,any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY. 01203.0006/446622.11 20 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF TEXAS COUNTY OF TRAVIS Marcus Welz and On April 23 ,2018 before me, Michele Wilkinson,personally appeared David Buchfuehrer,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. . .- WITNESS my ,;nd ad official s•,l. $A +, MICHEL.EWLKINSON *• "= MY COMMISSION EXPIRES re: .+�' fr 46.6 " .4, t; December 30,2018 OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT O INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR O OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/446622.11 21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES On ,2018 before me, ,personally appeared ,proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. re: OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT TITLE(S) ❑ PARTNER(S) ❑ LIMITED El GENERAL NUMBER OF PAGES ❑ ATTORNEY-IN-FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER DATE OF DOCUMENT SIGNER IS REPRESENTING: (NAME OF PERSON(S)OR ENTITY(IES)) SIGNER(S)OTHER THAN NAMED ABOVE 01203.0006/446622.11 22 EXHIBIT "A" SCOPE OF SERVICES I. Consultant will perform the following Services relating to the purchase of SCE's light poles,conversion to LED lights,and maintenance and operation of streetlights during and following purchase and conversion. The purchase and conversion to LED are one-time Services. The maintenance and operation of the streetlights are continuing Services over the life of the Agreement. Consultant's Warranty: Consultant warrants that: (i) it will perform the services in a professional and workmanlike manner; and (ii) the labor and materials provided by Consultant are free from defects in material and workmanship for a period of 12 months from initial installation/delivery by Consultant. Additionally,Consultant will assign to the City any manufacturers' warranties associated with any materials. During the term of Consultant's 3-year maintenance period, Consultant will provide material warranty claim administration services on behalf of the City related to those materials covered by a manufacturer's warranty. PURCHASE OF STREETLIGHTS FROM SCE AND CONVERSION TO LED A. Phase I: Streetlight Audit and Financial Feasibility Analysis 1. Consultant will provide financial analysis of the streetlight asset purchase and conversion to LED technology. Consultant will coordinate with City staff and SCE to understand the system valuation of the streetlight assets and obtain all necessary billing information to use in financial models. 2. Consultant will perform a system wide inspection and collect attribute data for the streetlight assets located in the public right-of-ways or easement within the City boundary. The data collected will then allow for an accurate feasibility study to be performed and allow for billing adjustments to be made. a. Data collection and delivery to follow these general steps: i. City will provide Consultant with the City's current inventory of streetlights. ii Consultant will confirm and update inventory and collect attributes as listed in A.1.d below. iii Consultant will deliver the updated data back to the City in a format able to be imported back into the City's Geographic Information System (GIS). 01203.0006/446622.11 A-1 b. GIS System details: Current GIS System: Esri ArcGIS 10.5.1 for Server and ArcGIS 10.5.1 for Desktop Standard c. GIS Coordinate System: Projection: California State Plane Coordinate System Zone 5 Units: U.S. Survey Feet Horizontal Datum: North American Datum of 1983 (NAD83); Epoch: 2007.00 Vertical Datum: North American Vertical Datum of 1988 (NAVD88) d. Streetlight Inspection Description: Contractor will update the City geodatabase containing existing inventory of streetlights. The geodatabase will cross reference various data based on SCE structure number.The following attributes will be confirmed, captured and updated for each streetlight: • GPS Longitude&Latitude coordinates • Location Description • Inspection Date • Pole Type • Pole Condition (Good, Fair, Poor) • Pole Height • Lamp Type • Lamp Size • Wattage • Power Feed • Additional Facility 1 • Additional Facility 2 • Wireless Antennae • Existing Rated Lumens • Service Account • Rate Code • MULT/SER • Structure Number • Energize Date • Comments • Other Attributes As Needed e. Guidelines for data delivery: 01203.0006/446622.11 A-2 i. At approximately 5% completion (or an amount deemed appropriate by the Contract Managers),Consultant will deliver the City GIS department a sample set of data for verification. City GIS will import data into GIS and verify for accuracy and communicate any potential changes to the Consultant. ii. At final delivery, Consultant will deliver the updated GIS files, shapefiles and/or .csv, back to City GIS to be uploaded into the City's GIS system. Public Works and GIS staff will verify data for accuracy, any deficiencies will be noted and returned to Consultant for corrections. Consultant will notify the City of any issues that are found during inspection,which require attention by the City, including tree limb interference or recommended clearing. Consultant to provide photo documentation of damaged materials as observed. Consultant will work with City to identify any areas that need special attention or clarification. In addition,Consultant will provide City and SCE list of streetlight facilities that are identified as in need of repair prior to the City purchasing assets. Consultant will conduct a detailed investigation of billing records, maps, and City records to finalize the list of streetlights for replacement and communicate with the City Consultant's findings and discuss any areas of concern to the City. 3. Consultant will perform various financial models addressing the multiple factors affecting a streetlight program, which may include any or all of the following, as appropriate: • Project costs-both SCE acquisition and LED conversion costs. • Energy cost savings of different system designs and LED materials selection. Consultant will evaluate three material options for the City to consider. • PhQtometric evaluation of different system designs based on typical roadway configuration identified during the system wide inspection. A representative typical configuration from each roadway type (arterial, collector, and residential) will be examined. Consultant will perform photometric analysis to verify that the specified fixtures will meet or exceed the existing lighting levels. • Maintenance costs-evaluate possible maintenance scenarios. • Finance costs- evaluate loan options from Consultant financial, California Energy Commission and others. • Finance period- evaluate and optimize depending on loan structure. 01203.0006/446622.11 A-3 • Life cycle cost-include detailed annual and 15 year energy cost,greenhouse gas emissions reduction, and maintenance cost savings models accurately presenting results and cost-effectiveness of project options • Consultant staff will present a summary of findings and coordinate with City staff on finalizing a viable financial plan. B. Phase II: SCE Asset Acquisition Facilitation 1. Cutover Process After the streetlight acquisition has been approved by the CPUC and the City has agreed to purchase these assets, Consultant will coordinate with the City and SCE on the transfer of ownership or "cutover" of the assets to City ownership. The exact schedule of this cutover will depend on the final terms decided between SCE and the City.The cutover process will likely proceed as follows, as it has for other jurisdictions, and Consultant will manage the process as needed: • City agrees to terms and conditions of sale of assets by SCE • SCE submits section 851 advice letter filing to CPUC (should asset valuation be less than $5 million) • SCE receives CPUC approval for sale of assets • SCE initiates final inventory assessment of City assets by SCE contractor • SCE contractor provides SCE and City with final verified sellable inventory • SCE produces Bill of Sale for assets • City pays invoice and once processed, assumes ownership of assets • Consultant begins maintenance of streetlight system The estimated timeframe for the cutover period is based on SCE and SCE contractor's participation, anticipated at 1-2 months from the beginning of the final inventory assessment, or"fielding"as SCE refers to it. C. Phase III: LED Installation 1. Replacement Plan • Consultant will develop a replacement plan for LED streetlights. The plan will list each existing luminaire type, associated SCE badge number, Facility ID, GIS location, pole height, roadway type, existing wattage, voltage, replacement luminaire model, replacement PE cell model, and 01203.0006/446622.11 A-4 replacement wattage. Consultant will provide this information in a format acceptable to the City. • Consultant will include applicable product catalog cut sheets and diagrams and verification that all proposed luminaires will meet LED requirements, subject to City approval. • Consultant will identify areas where current streetlight configurations may be considered overlit. Recommendations for removing lights from service will be presented to City for consideration and approval. • Consultant will replace existing HPS fixtures which have house side shields with new LED fixtures with house side shields.New house side shields will be installed with similar orientation as was the existing configuration. Any house side shields that are requested to be installed independently of the LED conversion will be covered under the maintenance scope. • Consultant's replacement plan will incorporate, as-applicable, LED street lighting guidelines and best practices issued by the International Dark Skies Alliance, the American Medical Association and the Illuminating Society of North America. • Consultant will adhere to the MUTCD (Cal. Edition) provisions for work performed in the right-of-way. Consultant will provide typical traffic control plans for residential and non-residential. • Consultant will work with the City to develop an asset numbering convention(Facility ID)and pole tag design.Consultant will install the new tags at the same time as the LED conversion and update the database accordingly. The database will cross reference various data by the facility ID. • Consultant will work with the City to communicate and finalize the project details and create the final Statement of Work. Consultant will conduct a final review of all energy savings and construction cost estimates with the City to ensure accuracy and compliance with the final project details. Consultant will secure all necessary approvals for project implementation, including but not limited to a Notice to Proceed from the City. 2. LED Installation Consultant will provide all necessary personnel, equipment and materials to safely install the LED streetlights identified in the replacement plan. a. Utility Rebate Processing 01203.0006/446622.11 A-5 • Consultant will provide all necessary support to maximize the utility rebate for the City. As the utility rebate program is subject to change, Consultant does not guarantee utility rebate funds will be available. Considering the current SCE rebate the City can anticipate nearly$145,000. b. Database update • Consultant will provide City with updated inventory database upon completion of the LED installation. Data will include all attribute data collected with the addition of the LED luminaire model number, wattage, installation date and Facility ID. c. Utility bill update • Consultant will assist the City in updating the utility bill upon completion of LED installation, including any remaining inventory reconciliation. MAINTENANCE OF THE CITY'S STREETLIGHTS D. Phase IV Standard Streetlight Maintenance and Operation Consultant will perform standard streetlight maintenance and operation services on behalf of the City as detailed below. A base monthly fee is established for maintenance of the streetlight system on a per month, per light basis. The fee will reflect the total number of lights being served along with any adjustments for special fixtures/poles as agreed upon by both parties. The fee includes standard services as listed below,with the exceptions being those items identified in Phase IV Extraordinary,Emergency and After-hours Maintenance section. • Streetlight outage response, diagnosis and repair of system components owned by the City and included in the associated scope of this contract. Streetlight system components include LED luminaires, photocells, mast arms, dedicated cables and wires, and all other equipment and materials necessary for the safe and effective functioning of the streetlight system. Maintenance of streetlight poles are not included in Phase IV Standard Streetlight Maintenance scope. • Replacement of faulty equipment, as needed. Consultant will be responsible for pursuing material warranty claims. In the event that a material item is not covered under warranty and needs to be replaced the consultant will bill the City based on the rates in Exhibit C-1. • Cleaning of the streetlight luminaires while completing service requests. • Utilization of traffic control and safety equipment as required to protect our technicians and the public. 01203.0006/446622.11 A-6 • Consultant call and dispatch center (1-800-229-6090) will be available to the City and the members of the community 24 hours a day, 7 days a week.Access to report an outage will also be available via the internet. • Biannual night inspection of streetlight system • Coordination with city staff, residents, and businesses as needed for difficult to access lights. • GIS map updates when new poles are added. • Monthly outage/failure rate reports. • A comprehensive report will be provided to the city on a quarterly basis. The information provided to the city will capture all outages and suggested repairs observed during a night-run assessment. • Consultant Service Account Manager will provide notification of any major work to be performed in the City. • Consultant will provide a maintenance website for City staff to access. This will provide the city an up to date summary of current and completed tasks. • All inoperable lights that are reported will be resolved and repaired within five (5) working days or less. • Consultant to notify SCE in the event of a power failure to streetlight fixture. • Consultant to notify City if the need for tree trimming is observed during maintenance activities and during the night check. Additional resources • Consultant will be able to receive service requests from the City's Public Service Request Application through delivery of an email to Consultant's Service Account Manager. • Consultant will furnish a telephone number and website to receive customer comments and requests regarding the Services required. Consultant has a call and dispatch center(1-800-229-6090)which will be available to staff and the members of the community 24 hours a day, 7 days a week. • Consultant offers an online outage reporting webpage for the public and staff to report outages which can be incorporated into the City webpage for ease of access for citizens. 01203.0006/446622.11 A-7 • Consultant's Customer Satisfaction Survey will provide transparency and ongoing communication concerning performance satisfaction. • Consultant shall act as an extension of City staff, and as such, will be available to work nights and weekends if required. E. Phase V Extraordinary,Emergency and After-hours Maintenance For streetlight maintenance issues that fall outside of the standard maintenance scope,listed in Phase IV, the Consultant will provide services billed on a time and materials basis. Items such as traffic accidents,tree fall or power surges may occur,resulting in the streetlights being damaged and needing to be replaced, though the frequency may vary considerably. These items are being defined as Extraordinary, Emergency and after-hours maintenance and not included in the base monthly fee for standard maintenance. Individual costs based on unit costs or base assumptions for the level of work have been included in Exhibit C and will form the basis for a work submittal and approval process to the City. All Extraordinary, Emergency and After-hours Maintenance work must be preapproved by the City prior to the work being completed. The following items have specifically been identified as, but are not limited to, Emergency and after-hours maintenance: • Emergency response-24 hours and day 7 days a week • Streetlight knockdown repair • Overhead wiring replacement • Pole graffiti abatement • Pole painting entire pole • House side shield purchase and installation 01203.0006/446622.11 A-8 EXHIBIT "B" SPECIAL REQUIREMENTS (Superseding Contract Boilerplate) I. Section 1.1, Scope of Services, is amended to read as follows: In compliance with all terms and conditions of this Agreement,the Consultant shall provide those services specified in the"Scope of Services"attached hereto as Exhibit"A"and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality, and will conform to the requirements of the contract documents as well as fit for the purpose-intended. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances. II. Section 1.2,Consultant's Proposal,is amended as follows: 1.2 Consultant's Proposal and City's RFP Superseded by Aj'reement. incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such The Consultant's proposal and the terms and conditions of the City's request for proposals and this Agreement, the terms of this Agreement shall gevernare superseded by this Agreement. III. Section 1.8,Additional Services,is amended as follows: 1.8 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement,to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in(i)the Contract Sum for the actual costs of the extra work, plus reasonable overhead and markup,and/or(ii)the time to perform this Agreement,which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to 01203.0006/446622.11 B-1 services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed. IV. Section 1.10, Compliance with California Labor Laws, is added as follows: 1.10 Compliance with California Labor Law. This section shall only apply to work under this Agreement, if any, that is a public work for the purposes of the prevailing wage law. (a) Public Work. To the extent that any of the work to be performed under this Agreement is a "public work"as defined in Labor Code Section 1720,that work is subject to the requirements of Division 2,Part 7, Chapter 1 (commencing with Section 1720)of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. The public work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. (b) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. (c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City,forfeit two hundred dollars ($200)for each calendar day, or portion thereof,for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. (d) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury,as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776;and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. 01203.0006/446622.11 B-2 Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. W Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. (g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City,forfeit twenty-five dollars ($25)for each worker employed in the performance of this Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2,Part 7, Chapter 1,Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight(8)hours per day,and forty(40)hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half(11/2) times the basic rate of pay. . (h) Workers'Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows: "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." Consultant's Authorized Initials (i) Consultant's Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor's compliance with Division 2,Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or recti any such failure by any subcontractor. V. Section 2.2,Method of Compensation,is amended as follows: 2.2 Method of Compensation. 01203.0006/446622.11 B-3 The method of compensation shall be in accordance with and --. '• ..-: . . . -- completion of the services, less contract retention;(iii)payment for time and materials based upon the Consultant's rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. VI. Section 2.3,Reimbursable Expenses,is amended to read as follows: 2.3 Reimbursable Expenses. construction materials, reproduction costs, telephone expenses, and travel expenses approved by .• •• - - - A. - - • ' - •- •- . • . . - . . . - . . . The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings. VII. Section 2.4,Invoices, is amended as follows: 2.4 Invoices. Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City's Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five(45) days of receipt of Consultant's correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period, but the Parties agree that the City shall pay Consultant in all instances within sixty (60) days after receipt of Consultant's correct and undisputed invoice. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. VIII. Section 3.5 is added as follows: 01203.0006/446622.11 B-4 3.5 Inspection and Final Acceptance. City may inspect and accept or reject any of Consultant's work under this Agreement either during performance or when completed. City shall reject or finally accept Consultant's work within forty five(45)days after submitted to City. City shall accept work by a timely written acceptance. 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 work by City shall not constitute a waiver of any of the provision of this Agreement including but not limited to Article 5 pertaining to indemnification and insurance, respectively. IX. Section 4.3, Contract Officer, is amended as follows: 4.3 Contract Officer. The Contract Officer shall be Elias Sassoon or his/her designee, or such person as may be designated by the City Manager. It shall be the Consultant's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. City will contract with a construction management firm to perform construction administration and oversight for Phase III of the project, LED conversion. Consultant shall fully cooperate with the construction manager. X. Section 4.5, Prohibition Against Subcontracting or Assignment, is amended as follows: 4.5 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. However, Consultant may assign this Agreement and its rights, contract proceeds, and obligations thereunder to its affiliates,parent, wholly owned subsidiary, or affiliated successor organization without the City's consent. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City. 01203.0006/446622.11 B-5 XI. Subsection (h) of Section 5.2, General Insurance Requirements, is amended as follows: h. Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. -- . - .•- -• - ••- --•• -- Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. XII. Subsection (o), Self-Insured Retentions, of Section 5.2, General Insurance Requirements,is deleted in its entirety. XIII. Subsection (p) of Section 5.2, General Insurance Requirements, is amended as follows: p. Timely notice of claims. Consultant shall give City prompt and timely notice of insurance claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve insurance coverage under any of the required liability policies. XIV. Section 5.5,Performance Bond,is added as follows: 5.5 Performance Bond. Concurrently with execution of this Agreement, Consultant shall deliver to City a performance bond in the sum of the amount of only Phase III of the Scope of Services, i.e., $438,138.34, in the form provided by the City Clerk, which secures the faithful performance of this Agreement. The bond shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Consultant promptly and faithfully performs all terms and conditions of this Agreement. /// /// /// XV. Section 6.5,Liquidated Damages,is added as follows: 6.5. Liquidated Damages. 01203.0006/446622.11 B-6 Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Consultant and its sureties shall be liable for and shall pay to the City the sum of Five Hundred Dollars($500) as liquidated damages for each working day of delay that substantial completion of the LED Conversation (Phase III of the Project) extends beyond the 135 working days from notice to proceed, as specified in the Schedule of Performance(Exhibit "D"). Notwithstanding anything else to the contrary, the total aggregate liquidated damages assessable against the Consultant shall not exceed the total aggregate sum of(twenty percent) 20%percent of the total amount due for Phase III of the Project, i.e., 20%of$348,138.34, and in no instance shall the aggregate liquidated damage amount for delay per day exceed$500 per working day of delay under this Agreement. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities. XVI. Section 7.7,Termination Prior to Expiration of Term,is amended as follows: 7.7 Termination Prior to Expiration of Term. This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30)ninety (90) days' written notice to Consultant, except that where termination is due to the fault of the Consultant,the period of notice may be such shorter time as may be determined by the Contract Officer.In addition,the Consultant reserves the right to terminate this Contract at any time,with or without cause,upon sixty(60)one hundred forty (140) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer.Except where the Consultant has initiated termination,the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination,the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section,the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2. 01203.0006/446622.11 B-7 EXHIBIT "C" SCHEDULE OF COMPENSATION I. Consultant shall perform the following tasks at the following rates: RATE QUANTITY TIME SUB-BUDGET A. Phase I-Streetlight N/A N/A 75 days $48,637.44 Audit and Financial Feasibility Analysis B. Phase II—SCE Asset N/A N/A Dependent on $12,419.77 Acquisition SCE schedule Facilitation C. Phase III—LED Varies by material 1,799 poles 135 days $438,138.34 conversion type ($277.49/pole average) D. Phase IV—Standard $0.74/streetlight 1,799 ongoing $47,925.36 Streetlight /month] [$15,975.12/year] Maintenance and Operation E. Phase V- See Exhibit C-1 as needed as needed $30,0002 Extraordinary, Emergency and After-hours Maintenance TOTAL CONTRACT SUM $577,120.91 II. As to Phases III, a retention of 5% shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of Phase III is completed. III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the 1 See Exhibit C-1 for rate breakdown. 2 Reflects budget estimate for emergency services. This item to be utilized on an as needed basis. 01203.0006/446622.11 C-1 Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8. IV. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include: A. Line items for all personnel describing the work performed, the number of hours worked, the hourly rate, and the percentage of completion of each Phase. B. Line items for all materials and equipment properly charged to the Services. C. Line items for all other approved reimbursable expenses claimed, with supporting documentation. D. Line items for all approved subcontractor labor,supplies,equipment,materials,and travel properly charged to the Services. VI. The Consultant's billing rates for all personnel are attached as Exhibit C-1. 01203.0006/446622.11 C-2 EXHIBIT C-1 MAINTENANCE SERVICE RATES/HOUR 1.Labor Regular Time* Overtime* Premium Time* Streetlight Electrician/Technician $124.00 $153.00 $182.00 Foreman/Lead Tech $134.00 $165.00 $196.00 Laborer $97.00 $141.00 141.00 Energy Engineer $180.00 $180.00 $180.00 2.Equipment Rate per Hour Bucket Truck $28.00 Service Truck $25.00 Material Markup (from actual invoice cost) Streetlight Maintenance Materials 15% *Work Hours are as follows: • Regular Time-7:30am to 4:00pm,Monday thru Friday,except Holidays • Overtime-Monday thru Friday after 4:00pm,for the first four hours, Saturday for the first 12 hours • Premium Time-Monday thru Saturday, after 12 working hours, Sundays and Holidays all day(24 hours). Holidays are as defined by the California Department of Industrial Relations guidelines. 01203.0006/446622.11 C-3 EXHIBIT "D" SCHEDULE OF PERFORMANCE I. Consultant shall perform all Services timely in accordance with the schedule to be developed by Consultant and subject to the written approval of the Contract Officer and the City Attorney's office. II. Consultant shall deliver the following tangible work products to the City by the following dates. Conversion A. Streetlight Audit and Financial Feasibility Analysis: 75 working days from notice to proceed for Phase I. B. LED Conversion: 135 working days from notice to proceed for Phase 1113 *Section 6.5 of the Special Requirements (Liquidated Damages) applies only to the 135 working day LED Conversion period referred to immediately above. No liquidated damages shall be assessed in relation to the maintenance time periods below or for other schedule milestones.* Maintenance C. Routine Maintenance: Maintenance response within 5 days of notification D. Emergency Response: Within 1 hour of notification III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2. 3 Please note: Schedule is based upon estimated time for SCE cutover process. Schedule dependent on SCE participation. 01203.0006/446622.11 D-1 Document A312TM - 2010 Conforms with The American Institute of Architects AIA Document 312 8246-63-47 Performance Bond Bond Number:9282606 CONTRACTOR: SURETY: (Name, legal status and address) (Name, legal status and principal place of business) Siemens Industry Inc. Federal Insurance Company 9225 Bee Cave Road 202B Halls Mill Road Austin,TX 78733 Whitehouse Station,NJ 08889-3454 State of Inc: Indiana This document has important legal and consequences. Consultation OWNER: Fidelity and Deposit Company of Maryland with an attorney is encouraged (Name, legal status and address) with respect to its completion or Cityof Rancho Palos Verdes 1299 Zurich Way,5th Floor modification. Schaumburg,IL 60196-1056 30940 Hawthorne Blvd. Anular ular reference to Rancho Palos Verdes,CA 90275 State of Inc: Maryland Y 9 Contractor, Surety, Owner or CONSTRUCTION CONTRACT other party shall be considered Date: 5/14/2018 plural where applicable. Amount:$577,120.91 Description: (Name and location) Purchase of SCE's light poles, conversion to LED lights, and maintenance and operation of streetlights during and following purchase and conversion BOND Date: 5/22/2018 (Not earlier than Construction Contract Date) Amount:$438,138.34 Modifications to this Bond: X None See Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Siemens Industry I Federal Insurance .mpany �,/� Fidelity and De.. it Co%mpany land Signature: A ,�Si nature: � , Name Sol,r,Q )4,,c '-,oS Name Kr'.tin S. der,Attorney-in-Fact And Title:C�olme}-64. �1p; 4 ) - And Title: (Any additional signatures appear onYhe last pa gd of this Performance Bond) (FOR INFORMATION ONLY—Name,address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Marsh (Architect,Engineer or other party:) Marsh USA Inc. 445 South Street Morristown,NJ 07962 973-401-5000 § 1 The Contractor and Surety,jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract,which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract,the Surety and the Contractor shall have no obligation under this Bond,except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference,the Surety may, within five(5)business days after receipt of the Owner's notice,request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten(10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default,terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3,the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner,to perform and complete the Construction Contract; §5.2 Undertake to perform and complete the Construction Contract itself,through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract,arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence,to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract,and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default;or § 5.4 Waive its right to perform and complete,arrange for completion,or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation,determine the amount for which it may be liable to the Owner and,as soon as practicable after the amount is determined,make payment to the Owner;or .2 Deny liability in whole or in part and notify the Owner,citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness,the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond,and the Owner shall be entitled to enforce any remedy available to the Owner.If the Surety proceeds as provided in Section 5.4,and the Owner refuses the payment or the Surety has denied liability,in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. § 7 If the Surety elects to act under Section 5.1,5.2 or 5.3,then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated,without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal,design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages,or if no liquidated damages are specified in the Construction Contract,actual damages caused by delayed performance or non-performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract,and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations.No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change,including changes of time,to the Construction Contract or to related subcontracts,purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein.When so furnished,the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price.The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made. including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract.The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived,to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Signature: Name and Title: Name and Title: Address Address CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of } County of } On before me, (Here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public Signature (Notary Public Seal) • • ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed.should be completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. (Title or description of attached document) • State and County information must be the State and County where the document signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages Document Date commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. El Individual (s) Ite/shefthey-is lane)or circling the correct forms.Failure to correctly indicate this information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. ❑ Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. ❑ Attorney-in-Fact . Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document,number of pages and date. o Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). ?��; itrs,on 4vr;w NotatyCiasses core:500-873-9855 • Securely attach this document to the signed document with a staple. CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of NJ } County of Morris } On 5/22/2018 before me, Kelly L.O'Malley,Notary Public , (Here insert name and title of the officer) personally appeared Kristin S.Bender who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that In/she/ 1 executed the same in bis/her/their authorized capacity(ies), and that by lxis/her/thair signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. KELLY L. O'MALLEY WIT ESS i -s and -nd official seal. Commission#60010128 1 f ' Notary Public, State of New Jersey ' 11 My Commission Expires February 13,2020 ` I Notary blit `4— are ip (Notary Public Seal) My Corn sion xpires: /2020 ADDITIONAL OPTIONAL INFORMATION INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, DESCRIPTION OF THE ATTACHED DOCUMENT if needed,should be completed and attached to the document.Acknowledgments from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary Performance Bond lmv. (Title or description of attached document) • State and County information must be the State and County where the document signer(s)personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s)personally appeared which (Title or description of attached document continued) must also be the same date the acknowledgment is completed. • The notary public must print his or her name as it appears within his or her Number of Pages 10 Document Date 5/22/2018 commission followed by a comma and then your title(notary public). • Print the name(s) of document signer(s) who personally appear at the time of notarization. CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms(i.e. he/shelthey-is lace)or circling the correct forms.Failure to correctly indicate this ❑ Individual (s) information may lead to rejection of document recording. ❑ Corporate Officer • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges,re-seal if a (Title) sufficient area permits,otherwise complete a different acknowledgment form. El Partner(s) • Signature of the notary public must match the signature on file with the office of the county clerk. at Attorney-in-Fact . Additional information is not required but could help to ensure this ❑ Trustee(s) acknowledgment is not misused or attached to a different document. Other Indicate title or type of attached document,number of pages and date. ❑ Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer,indicate the title(i.e.CEO,CFO,Secretary). 2315\/ers$0t1 ,`m"A°,Nilgai}( la ;cis co,n 800-',373-98Eti5 • Securely attach this document to the signed document with a staple. w` • Power of Attorney Federal Insurance Company I Vigilant Insurance Company I Pacific Indemnity Company Know All by These Presents,That FEDERAL INSURANCE COMPANY,an Indiana corporation,VIGILANT INSURANCE COMPANY,a New York corporation,and PACIFIC INDEMNITY COMPANY, a Wisconsin corporation, do each hereby constitute and appoint Kristin S. Bender, Jessica lannotta, Annette M. Leuschner, Marisol Mojica,Kelly O'Malley and April D.Perez of Morristown,New Jersey;Megan Schlueter of Raleigh,North Carolina each as their true and lawful Attorney-in-Fact to execute under such designation in their names and to affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise,bonds and undertakings and other writings obligatory in the nature thereof(other than bail bonds)given or executed in the course of business,and any instruments amending or altering the same,and consents to the modification or alteration of any instrument referred to in said bonds or obligations. In Witness Whereof,said FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporate seals on this 10th day of November,2017. \ISIDARIC 76S—k4– ttL Dawn \l.0Nor(z.:, lstn1tsecret:Iry Stephen it Haney.lice Presiden t tip.N 0—) LM � (V 01.01)4' t/ yN�1 STATE OF NEW JERSEY County of Hunterdon ss. On this 10th day of November,2017 before me,a Notary Public of New Jersey,personally came Dawn M.Chloros,to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY,the companies which executed the foregoing Power of Attorney,and the said Dawn M. Chloros,being by me duly sworn,did depose and say that she is Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof,that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of said Companies;and that she signed said Power of Attorney as Assistant Secretary of said Companies by like authority;and that she is acquainted with Stephen M. Haney,and knows him to be Vice President of said Companies;and that the signature of Stephen M.Haney,subscribed to said Power of Attorney is in the genuine handwriting of Stephen M.Haney,and was thereto subscribed by authority of said Companies and in deponent's presence. Notarial Seal 8 "t' KATHERINE J.ADE€AAR 7 TAO r. NOTARY PUBLIC OF NEW JERSEY No.2318886 / !, / .\�PUBUt Comsession Exp,es July16,2019 - ixmary Public Jf"g/ CERTIFICATION Resolutions adopted by the Boards of Directors of FEDERAI.INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY on August 30,2016: "RESOLVED,that the following authorizations relate to the execution,for and on behalf of the Company,of bonds,undertakings,recognizances,contracts and other written commitments of the Company entered into in the ordinary course of business(each a"Written Commitment"): (1) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise. (2) Each duly appointed attorney-in-fact of the Company is hereby authorized to execute any Written Commitment for and on behalf of the Company,under the seal of the Company or otherwise,to the extent that such action is authorized by the grant of powers provided for in such person's written appointment as such attorney-in-fact. (3) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to appoint in writing any person the attorney- in-fact of the Company with full power and authority to execute,for and on behalf of the Company,under the seal of the Company or otherwise,such Written Commitments of the Company as may be specified in such written appointment,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (4) Each of the Chairman,the President and the Vice Presidents of the Company is hereby authorized,for and on behalf of the Company,to delegate in writing to any other officer of the Company the authority to execute,for and on behalf of the Company, under the Company's seal or otherwise, such Written Commitments of the Company as are specified in such written delegation,which specification may be by general type or class of Written Commitments or by specification of one or more particular Written Commitments. (5) The signature of any officer or other person executing any Written Commitment or appointment or delegation pursuant to this Resolution,and the seal of the Company,may be affixed by facsimile on such Written Commitment or written appointment or delegation. FURTIIER RESOLVED, that the foregoing Resolution shall not be deemed to be an exclusive statement of the powers and authority of officers,employees and other persons to act for and on behalf of the Company,and such Resolution shall not limit or otherwise affect the exercise of any such power or authority otherwise validly granted or vested." I,Dawn M.Chloros,Assistant Secretary of FEDERAL INSURANCE COMPANY,VIGILANT INSURANCE COMPANY,and PACIFIC INDEMNITY COMPANY(the"Companies")do hereby certify that (i) the foregoing Resolutions adopted by the Board of Directors of the Companies are true,correct and in full force and effect, (ii) the Companies are duly licensed and authorized to transact surety business in all 50 of the United States of America and the District of Columbia and are authorized by the U.S.Treasury Department;further,Federal and Vigilant are licensed in the U.S.Virgin Islands,and Federal is licensed in Guam,Puerto Rico, and each of the Provinces of Canada except Prince Edward Island;and (iii) the foregoing Power of Attorney is true,correct and in full force and effect. Given under my hand and seals of said Companies at Whitehouse Station,NJ,this May 22 2018 s 441" 400 67) F- '" '� L,,r:❑1f l:ht Sectctat}`` IN TI IE EVENT YOU WISI I TO NOTIFY US OF A CLAIM,VERIFY TIIE AUTHENTICITY OF TI IIS BOND OR NOTIFY US OF ANY OTHER MATTER,PLEASE CONTACT US AT: Telephone(908)903-3493 Fax(908)903-3656 e-mail:surety@chubb.com Form 15-10-0225B-U GEN CONSENT(rev.12-16) • FEDERAL INSURANCE COMPANY STATEMENT OF ASSETS, LIABILITIES AND SURPLUS TO POLICYHOLDERS Statutory Basis DECEMBER 31,2017 (in thousands of dollars) LIABILITIES AND ASSETS SURPLUS TO POLICYHOLDERS Cash and Short Term Investments $ (78,340) Outstanding Losses and Loss Expenses $ 10,545,326 United States Government, State and Unearned Premiums 2,087,124 Municipal Bonds 7,063,387 Ceded Reinsurance Premiums Payable 739,431 Other Bonds 5,366,068 Provision for Reinsurance 57,140 Stocks 134,041 Other Liabilities 1,044,341 Other Invested Assets 1,006,599 TOTAL INVESTMENTS 13,491,755 TOTAL LIABILITIES 14,473,362 Investments in Affiliates: Chubb Investment Holdings, Inc. 3,890,677 Capital Stock 20,980 Great Northern Insurance Company 557,388 Paid-In Surplus 3,209,193 Vigilant Insurance Company 327,316 Unassigned Funds 4,066,505 Chubb Indemnity Insurance Company 171,786 Chubb National Insurance Company 171,493 Chubb European Investment Holdings,SLP. 119,836 SURPLUS TO POLICYHOLDERS 7,296,678 Other Affiliates 76,806 Premiums Receivable 1,594,780 Other Assets 1,368,203 TOTAL ADMITTED ASSETS $ 21,770,040 TOTAL LIABILITIES AND SURPLUS $ 21,770,040 Investments are valued in accordance with requirements of the National Association of Insurance Commissioners. At December 31,2017, investments with a carrying value of$558,430,596 were deposited with government authorities as required by law. State,County&City of New York, — ss: Dawn M. Chloros,Assistant Secretary of the Federal Insurance Company being duly sworn,deposes and says that the foregoing Statement of Assets, Liabilities and Surplus to Policyholders of said Federal Insurance Company on December 31,2017 is true and correct and is a true abstract of the Annual Statement of said Company as filed with the Secretary of the Treasury of the United States for the 12 months ending December 31,2017. Subscribed and sworn to before me this March 1,2018. gym.&111ADe JEANETTE SHIPSEY Assistant Secretary t Notary Public,State of New York Notary Public No.02SH5074142 Qualified in Nassau County Commission Expires March 10,2019 Form 15-10-0313A(Rev.3/18) y s ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS:That the ZURICH AMERICAN INSURANCE COMPANY,a corporation of the State of New York,the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY,a corporation of the State of Maryland,and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by Thomas O.McClellan,Vice President,in pursuance of authority granted by Article V,Section 8,of the By-Laws of said Companies,which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint Kristin S.Bender of Morristown,New Jersey , its true and lawful agent and Attorney- in-Fact,to make,execute,seal and deliver,for,and on its behalf as surety,and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents,shall be as binding upon said Companies,as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland.,in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V,Section 8,of the By-Laws of said Companies,and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND,this 14th day of October,A.D.2015. sa at.,,,„.. r ATTEST: g. (('6) „ ZURICH AMERICAN INSURANCE COMPANY aI 1 COLONIAL AMERICAN CASUALTY AND SURETY COMPANY moo— : 41811>' FIDELITY AND DEPOSIT COMPANY OF MARYLAND t --—/ ) ' ( ,r-- //(' (- C - W(/ By: Thomas O.McClellan By:Eric D.Barnes Vice President Secretary State of Maryland County of Baltimore On this 14th day of October, A.D.2015, before the subscriber,a Notary Public of the State of Maryland,duly commissioned and qualified,Thomas O. McClellan,Vice President and Eric D.Barnes,Secretary of the Companies,to me personally known to be the individuals and officers described in and who executed the preceding instrument,and acknowledged the execution of same,and being by me duly sworn,deposeth and saith,that he/she is the said officer of the Company aforesaid,and that the seals affixed to the preceding instrument are the Corporate Seals of said Companies,and that the said Corporate Seals and the signature as such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF,I have hereunto set my hand and affixed my Official Seal the day and year first above written. `q,,,`"Jo,,,, t . „ " tiet;ti`ti� By:Constance A.Dunn,Notary Public My Commission Expires:July 9,2019 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V,Section 8,Attorneys-in-Fact. The Chief Executive Officer,the President,or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys-in-fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney-in-fact to affix the corporate seal thereto;and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE I, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate;and I do further certify that Article V,Section 8,of the By-Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "That the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney...Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary,or Assistant Secretary of the Company,whether made heretofore or hereafter,wherever appearing upon a certified copy of any power of attorney issued by the Company,shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF,I have hereunto subscribed my name and affixed the corporate seals of the said Companies, This 22nd_day of May , 2018 . i&IN..v\ } UAL 1 ®_ Igs:417 7,..Lo_a -17. .4/A 4 . By: Gerald F. Haley,Vice President THE FIDELITY AND DEPOSIT COMPANY OF MARYLAND 600 Red Brook Blvd.,Suite 600,Owings Mills,MD 21117 Statement of Financial Condition As Of December 31,2017 ASSETS Bonds $ 131,463,323 Stocks 23,365,385 Cash and Short Term Investments 15,943,690 Reinsurance Recoverable 7,520,824 Federal Income Tax Recoverable 62,266 Other Accounts Receivable 35,672,323 TOTAL ADMITTED ASSETS $ 214,027,811 LIABILITIES,SURPLUS AND OTHER FUNDS Reserve for Taxes and Expenses $ 580,990 Ceded Reinsurance Premiums Payable 42,235,595 Securities Lending Collateral Liability 0 TOTAL LIABILITIES $ 42,816,584 Capital Stock,Paid Up $ 5,000,000 Surplus 166,211,227 Surplus as regards Policyholders 171,211,226 TOTAL $ 214,027,811 Securities carried at$62,198,396 in the above statement are deposited with various states as required by law. Securities carried on the basis prescribed by the National Association of Insurance Commissioners. On the basis of market quotations for all bonds and stocks owned,the Company's total admitted assets at December 31,2017 would be$213,515,173 and surplus as regards policyholders$170,698,588. I,DENNIS F.KERRIGAN,Corporate Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND,do hereby certify that the foregoing statement is a correct exhibit of the assets and liabilities of the said Company on the 31st day of December,2017. Corporate Secretary State of Illinois City of Schaumburg SS: Subscribed and sworn to,before me,a Notary Public of the State of Illinois,in the City of Schaumburg,this 9'h day of March,2018. - 3s; 0.1 �. i Notary Public OFFICIAL SEAL DARRYL JOINER Notary Public-State of Illinois My Commission Expires 2/24/2022