Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
10.19.22 Staff Report
NOTICE AND CALL OF A SPECIAL MEETING OF THE CITY COUNCIL TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES AND THE CITY CLERK OF THE CITY OF BALDWIN PARK NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on WEDNESDAY, October 19, 2022 at 5:00 PM. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED Posted: October 13, 2022. Emm J. Estrada Mayor AFFIDAVIT OF POSTING I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of October 19, 2022. '�FAA&l Z Marlen Garcia, City Clerk AGENDA BALDWIN PARK CITY COUNCIL SPECIAL MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 October 19, 2023 5:00 PM Audio Streaming will be available at: https.11www.youtube.comlchannellUCFLZO dQFRIy59rhiQZ13_q/F featured?view as=subscriber _ http.-Abaldwinpark.granicus.co /t/iewPublisher.php ?view id=10 Audio Streaming Simultaneously in Spanish will be available at: https.11www. youtube. com1qhanne11UQ3bPFB1HcoP1ks 1X getmGcA Emmanuel J. Estrada Daniel Damian Alejandra Avila Monica Garcia Paul C. Hernandez Mayor Mayor Pro Tern Council Member Council Member Council Member PLEASE TURN OFF ALL ELECTRONIC DEVICES PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al p6blico a dirigirse al Concilio o cualquiera Council or any of its Agencies listed on this otra de sus Agencies nombradas en esta agenda. agenda. In accordance with Chapter 39 of the De acuerdo con e/ capitulo 39 del C6digo Municipal Baldwin Park Municipal Code, Speakers must de la Ciudad de Baldwin Park, los comentaros deben address the Council as a whole and refrain se dirigidos al Concilio como una sofa entidad, y no from making impertinent, slanderous, or ser impertinentes, difamatorios, o profanos, o profane remarks or disrupt the peace of the interrumpir la paz de la reunion. meeting. CITY COUNCIL SPECIAL MEETING — 5:00 P.M. CALL TO ORDER: ROLL CALL: Council Members: Alejandra Avila, Monica Garcia, Paul C. Hernandez, Mayor Pro Tern Daniel Damian, and Mayor Emmanuel J. Estrada PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. (Government Code §54954.21 ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en algun asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximas. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 5:00 PM to 6:00 PM on October 19, 2022 to comments(a.�haldwinpark. corn. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, or sign, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one -hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. OPEN SESSION/STUDY SESSION • None RECESS TO CLOSED SESSION 1. Conference With Legal Counsel —Anticipated Litigation Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: Potential Case(s): Two (2) 2. Conference With Legal Counsel —Existing Litigation Pursuant to paragraph (1) of subdivision (d) of Government Code Section 54956.9: Case Name: Rukli, Inc. v. City of Baldwin Park Case No. 22STCV28634 Case Name: Cetina, Huerta, Jimenez, Parra, Case No. 22STCV14121 Real, Valdivia v. City of Baldwin Park Case Name: Daniel Rodriguez v. City of Baldwin Park Case No. 21 STCV21129 Case Name: Mathew Rodriguez v. City of Baldwin Park Case Name: Christopher Kuberry, Michael Hemenway, & Raymond Findley v. City of Baldwin Park Workers Compensation Case: Andrew Celebil 3. Public Employment: Pursuant to Government Code Section 54957 Employment Agreement Title: Chief Deputy City Clerk ADJOURNMENT CERTIFICATION Case No. 2:22-cv-01069-FLA-MAR Case No. 21 STCV07382 WCAB No.: ADJ 13881170 I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby that, certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting of October 19, 2022. Marlen Gar is City Clerk For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or e- mail Imoralesta)baldwinpark. com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE ll) BALDWIN PARK CITY COUNCIL REGULAR MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 October 19, 2023 11 PM Audio Streaming will be available at: https://www.youtube.com%hannel/UCFLZO dDFRjy59rhiDZ13Fp/featured?view as=subscriber http.-Abaldwinpark.granicus.com/ViewPublisher.php?view id=10 Audio Streaming Simultaneously in Spanish will be available at: htWs:llwww.voutube.com/channel/UC3bPFBIHcoPIksIX getmGcA ..... ppl.m h�j�� 2oo''J V A I. L Y ; h4� .: Emmanuel J. Estrada - Mayor Daniel Damian - Mayor Pro Tern Alejandra Avila - Council Member Monica Garcia - Council Member Paul C. Hernandez - Council Member PLEASE TURN OFF ALL ELECTRONIC DEVICES DURING THE MEETING. PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the City Se invita al publico a dirigirse al Concilio o cualquier Council or any of its Agencies listed on this otra de sus Agencies nombradas en esta agenda, agenda on any matter posted on the agenda para hablar sobre cualquier asunto publicado en la or on any other matter within its jurisdiction. agenda o cualquier tema que este bajo su In accordance with Chapter 39 of the jurisdiccion. De acuerdo con el capitulo 39 del Baldwin Park Municipal Code, Speakers Codigo Municipal de la Ciudad de Baldwin Park, los must address the Council as a whole and comentaros deben se dirigidos al Concilio como refrain from making impertinent, slanderous, una sofa entidad, y no ser impertinentes, or profane remarks or disrupt the peace of difamatorios, o profanos, o interrumpir la paz de la the meeting. reunion. CALL TO ORDER INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL CITY COUNCIL REGULAR MEETING — 7:00 PM Council Members: Alejandra Avila, Monica Garcia, Paul C. Hernandez, Mayor Pro Tern Daniel Damian, and Mayor Emmanuel J. Estrada REPORT FROM CLOSED SESSION ANNOUNCEMENTS The City Council are also members of the Board of Directors of the Housing Authority, and Finance Authority, which are concurrently convening with the City Council this evening and each Council Member is paid an additional stipend of $30 for attending the Housing Authority meeting and $50 for attending the Finance Authority meeting. PROCLAMATIONS COMMENDATIONS & PRESENTATIONS • Staff Introductions and Oath of Office of Police Officers Jeremy Cross, Lieutenants Evan Martinez, Lieutenants Mathew Balzano, Sergeant Tony Gamboa, Sergeant William Zendejas, Sergeant Jose Castro, Sergeant Phillip Wener, Sergeant Noe Cervantes, Sergeant Ana Balver, Officer Scott Rapp, Officer Jose Acosta, Officer Carlos Mendez, Officer City Council Agenda Page 2 PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. (Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en algGn asunto a menos que sea incluido en la agenda, o a menos que exista algGna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracidn en juntas proximas. (Codigo de Gobierno §54954.21 If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of TOO PM to 8:00 PM on October 19, 2022 to comments Cnpbaldwinparkcom. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, or sign, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. City of Baldwin Park's Warrants and Demands Staff recommends that the City Council ratify the attached Warrants and Demands Register. 2. Treasurer's Report — August 2022 Staff recommends that the City Council receive and file the Treasurer's Report for August 2022. 3. City Financial Assistance for Baldwin Park Unified School District (BPUSD) Student Field Trips -American Rescue Plan Act (ARPA) Funds — Operating Agreement in the form of a Memorandum of Agreement (MOA) Staff recommends that the City Council: 1. Approve the Operating Agreement as a Memorandum of Agreement (MOA) between the City and BPUSD for the Financial Assistance for Student Field Trips; and 2. Authorize the Mayor to Execute the Agreement; and 3. Authorize the Director of Finance to appropriate $120,000 of ARPA Funds for this MOA; and 4. Authorize the Chief Executive Officer to make any technical adjustments necessary within to carry out the intent of the City Council; and 5. Transmit the MOA to the BPUSD Board for their approval. 4. Accept Plans and Specifications and Award of Contract for the Susan Rubio Zocalo Park and Civic Center Plaza, City Project No. CIP 22-043 Staff recommends that the City Council: 1. Accept project plans and specifications and incorporate the project into the City's 2022-2023 Capital Improvement Program as CIP No. 22-043; and 2. Approve and award the construction contract to PCN3, Inc. of Los Alamitos, CA in the amount of $11,030,000.00; and City Council Agenda Page 3 3. Approve a Not -to -Exceed amount of $36,000 for the demolition of the existing vacant building at 14349 Pacific Ave; and 4. Approve change order for added design services to the existing agreement with LCDG related to traffic and street improvements required to complete the Construction Documents in the amount of $69,100; and 5. Authorize the Director of Finance to appropriate Measure W Funds to account no. 258-50-520-58100-55022 in the amount of $1,000,000.00, S61 Funds to account no. 256-50-520-58100-55022 in the amount of $1,500,000.00, and Quimby Funds to account no. 234-50-520-58100-55022 in the amount of $1,100,000.00, ARPA Funds to account no. 275-50-765-58100-55022 in the amount of $1,200,000.00, a loan from Future Development Fund to account no. 200-50-520-58100-55022 in the amount of $1,500,000.00 with interest free that will be paid back from revenue generated through leasing of retail space; and 6. Authorize the Mayor and City Clerk to execute the contract for the Susan Rubio Zocalo Park and Civic Center Plaza Project. 5. Approve Plans, Specifications and Authorize the Award of Contract to Yunex Traffic LLC, for City Project No. CIP 21-197, Citywide Traffic Signal Battery Backup Systems (BBS) Staff recommends that the City Council: 1. Accept project plans and specifications for City Project No. CIP 21-197; and 2. Approve and award the construction contract to Yunex LLC (dba Yunex Traffic) of Riverside, CA in the amount of $292,500; and 3. Authorize the Director of Finance to appropriate Proposition C funds in the amount of $137,771.75 to account no. 245-50-520-58100-55000; and 4. Authorize the Mayor and City Clerk to execute the contract with Yunex LLC (dba Yunex Traffic), for the installation of 28 traffic signal Battery Backup Systems. 6. Accept Plans and Specifications and Award of Bid for City Project No. CIP 21-190 Foster Avenue and Pedestrian Rail Crossing Drainage Improvements Staff recommends that the City Council: 1. Accept Project plans and specifications for City Project #CIP 21-190; and 2. Approve and award the contract to CWS Systems Inc., of Pasadena, CA in the amount of $1,054,785.00; and 3. Authorize the Director of Finance to appropriate Measure W Fund # 258-50-520- 58100-15105 in the amount of $87,284.84; and 4. Authorize the Mayor and City Clerk to execute the contract for CIP 21-190 Foster Avenue and Pedestrian Rail Crossing Drainage Improvements. 7. Adopt a Resolution Approving Side Letter Agreement between the City of Baldwin Park and the Baldwin Park Employees" Association (CEA) Staff recommends that the City Council approve and adopt Resolution No. 2022-057 and the Side Letter of Agreement between the City of Baldwin Park and Baldwin Park City Employees' Association (CEA) to become effective retroactively to October 7tn 2022, consistent with the commencement of the new work schedule. 8. Implement the Cal -Card Program Offered by U.S Bank Staff recommends that the City Council: 1. Approve the CAL -Card Program offered by U.S. Bank; and, 2. Authorize the Director of Finance to complete the application including an unsecured credit limit equal to 2 months of estimated expenditures or about $1,350,000 for the City Council Agenda Page 4 Virtual Pay program to automate some of the Accounts Payable; and the Cal -Card (plastic card/credit card). Limits on each card to each individual to be assigned at the discretion of the Chief Executive Officer and Director of Finance not to exceed $15,000; and 3. Authorize Chief Executive Officer to sign off on the documents including the application from U.S. Bank on behalf of the City. CITY COUNCIL ACTING AS SUCCESSOR AGENCY OF THE DISSOLVED COMMUNITY DEVELOPMENT COMMISSION CONSENT CALENDAR All items listed are considered to be routine business by the City Council and will be approved with one motion. There will be no separate discussion of these items unless a City Councilmember so requests, in which case, the item will be removed from the general order of business and considered in its normal sequence on the agenda. SA-1 Successor Agency to The Dissolved Community Development Commission of The City of Baldwin Park Warrants and Demands Staff recommends that the Board ratify the attached Warrants and Demands Register. SA-2 Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park Treasurer's Report — August 2022 Staff recommends that the Board receive and file the Treasurer's Report for August 2022. CITY COUNCIL / CITY CLERK / CITY TREASURER / STAFF REQUESTS & COMMUNICATION • None ADJOURNMENT CERTIFICATION I, Marlen Garcia, City Clerk of the City of Baldwin Park hereby certify that, under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 13th day of October, 2022. Marlen Garcia City Clerk For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at Imoralesgbaldwinpark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) City Council Agenda Page 5 11 ► f TH TO: Honorable Mayor and Members of the City Council FROM: Rose Tam, Director of Finance DATE: October 19, 2022 SUBJECT: City of Baldwin Park's Warrants and Demands SUMMARY Attached is the Warrants and Demands Register for the City of Baldwin Park to be ratified by the City Council. RECOMMENDATION Staff recommends that the City Council ratify the attached Warrants and Demands Register. FISCAL IMPACT The payroll for the last period was $563,085.95 and the attached General Warrants Register was $864,044.33 for a total amount of $1,427,130.28. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous City Council meeting and the following is a summary of the payment released: 1. The last payroll of the City of Baldwin Park consists of check numbers 201658 to 201676 Additionally, Automated Clearing House (ACH) Payroll deposits were made on behalf of City Employees from control number 35616 to 35889 for the period September 18, 2022 through October 1, 2022 inclusive; these are presented and hereby ratified in the amount of $563,085.95. 2. General Warrants, with the bank drafts in the amount of $287,363.74 and checks from 238187 to 238366 in the amount of $576,680.59 for the period of September 22, 2022 to October 5, 2022, inclusive; in the total amount of $864,044.33 constituting of claims and demands against the City of Baldwin Park, are herewith presented to the City Council as required by law, and the same hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Check Register Check Register `; j t1�t City of Baldwin Park, CA By {Nape} `:SAN, 9 {tt � � Payment Dates 9/22/2022 - 10/5/2022 Payment Number Payment Date Vendor Name Description (Item) Account Number AIIIQIIIIt 238187 09/22/2022 DAVID EVANS AND ASSOCIATES INC. LANDSCAPE AND IRRIGATION PLAN CHECK FOR 270-50-520-59100-55022 $ 1,040,00 238188 09/22/2022 LEAL & TREJO APC BALDWIN PARK V. COOK 100-20.131-51102-00000 S 10,280.00 238189 09/22/2022 LIEBERT CASSIDY WHITMORE GENERAL LEGAL SERVICES-CLIENTMA7TER NO:BA020-0001 100-30-131-51102-11106 S 1,657.00 238189 09/22/2022 LIEBERT CASSIDY WHITMORE INVESTIGATION -CLIENTIMATTERNO:BA020-00131 100-30-131-51102-11106 S 25.00 238189 09/22/2022 LIEBERT CASSIDY WHITMORE INVESTIGATION --CLIENDMATTERNIO:BA020.00143 100.30-131-51102-11106 S 1,825.00 238189 09/22/2022 LIEBERT CASSIDY WHITMORE INVESTIGATION AIC--CLIENTIMAITER NO:BA020-00147 100-30-131-51102-11106 $ 350.00 239189 09/2212022 LIEBERT CASSIDY WHITMORE COMPLAINT--CLIENTIMATTER NO:BA020-00150 100-30.131-51102-1€ I06 S 49.00 238189 09/22/2022 LIEBERT CASSIDY WHITMORE INVESTIGATION ADVIC--CLIEN"I/MATTER NO:BA020-00151 100-30-131-51102-11106 5 2,330.50 239189 09/22/2022 LIEBERT CASSIDY WHITMORE INVESTIGATION ADVICE--CLIENT/MATTER NO:BA020-00152 100-30.131-51102-11106 S 5,604.50 238190 09/22/2022 ABSOLUTE SECURITY INTERNATIONAL CORP SECURITY SERVICES FOR THE STREET MARKET ON 9/1122 501-60-000-22328-16101 S 554.32 238191 09/22/2022 ACCESS CONTROL SECURITY INC. SECURITY GUARD SERVICES --FACILITY RENTAL 7/30/2022 501-60-000-22328-00000 $ 487,41 238191 09/22/2022 ACCESS CONTROL SECURITY INC. SECURITY GUARD SERVICES --FACILITY RENTAL 7/30/2022 501-60-000-22328-00000 S 264.00 239191 04122/2022 ACCESS CONTROL SECURITY INC, SECURITY GUARD SERVICES -.FACILITY RENTAL 7130/202Z 501-60-000-22328-00000 $ 429.00 238192 09/22/2022 ADOLPH KIEFER & ASSOCIATES LLC MATERIALS & SUPPLIES PURCHASED FOR AQUATICS 501-60.000.22329-00000 S 762.94 238193 09/22/2022 ALL STATE POLICE EQUIPMENT DEPARTMENT EQUIPMENT FOR OFFICERS 100-30-340-5 3 100-00000 S 1,102,67 238193 09/22/2022 ALL STATE POLICE EQUIPMENT BODY ARMOR FOR OFFICER MIRANDA 100-30-340.53100-00000 S 252,89 238194 09/22/2022 AMERICAN PAPER PLASTIC SERVICES TRASH LINERS FOR PARKS MAINTENANCE DIVISION 251-50-571-53100-000OO 5 1,322.83 238195 09/22/2022 AQUATIC WARRIORS LLC, CONTROLLER FOR SPLASH PAD AT BARNES PARK 252-60-620.5 3 100-00000 3 3,200.00 239195 09/22/2022 AQUATIC WARRIORS LLC. INSTALLATION 252-60-620-53370-00000 S 500,00 239196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 402-50-590.53100-OD000 S 286,00 238196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG, 2022 240.50-550-53100-15705 S 82.26 238196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 402-50-590-53100.00000 S 252.61 238196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 240-50.550-53100-15705 S 82.26 239196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES 240-50-550-53100-I5705 S 164,66 239196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 402-50-590-53100-00000 S 110.98 239196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG, 2022 240-50-550-53100-15705 S 82.26 239196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 240-50-550.53100-15705 S 258.14 238196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 240-50-550-5310045705 S 77.55 239196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES 240-50-551-53100-13402 S 4,71 238196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG. 2022 240-50-550-53100-15705 $ 252.87 238196 09/22/2022 ARAMARK UNIFORM SERVICES UNIFORM SUPPLIES FOR SEIU EMPLOYEES AUG, 2022 240-50-551-53100-13402 S 82.26 238197 09/22/2022 ARROYO BACKGROUND INVESTIGATIONS, LLC POST BACKGROUND FOR JOSE DANIEL CARDENAS 100-30-3 10.5 1100-00000 S 1,200.00 238197 09/22/2022 ARROYO BACKGROUND INVESTIGATIONS, LLC POST BACKGROUND FOR DEVON VANVI13LD I OD-30-310-51 100-00000 S 1,200.00 239199 09/22/2022 A -TECH SYSTEMS INC AUTOMATIC ELEVATOR RECALL TEST dal CITY HALL PARKING 245-60-620-53371-15982 S 550.00 238199 09/22/2022 AZUSA WHOLESALE PLUMBING SUPPLY, INC FULL COLOR BANNERS FOR MEASURE, BP 100-60-620-53100-00000 S 259.21 238199 09122/2022 AZUSA WHOLESALE PLUMBING SUPPLY, INC FULL COLOR BANNERS FOR MEASURE BP 252-60-620-53100.00000 S 259.21 238199 09/22/2022 AZUSA WHOLESALE PLUMBING SUPPLY, INC MATERIAL & SUPPLIES -IRRIGATION PARTS FOR CENTER 251-50.562.53100-00000 S 20.09 239200 09/22/2022 BIG STUDIO T-SHIRTS FOR RECREATION 100-60-610-53100-00000 S 1,611.85 238200 09/22/2022 BIG STUDIO T-SHIRTS FOR RECREAiYON 100-60-610-53100-16130 $ t,611.86 239200 09122/2022 BIG STUDIO EXTRA 2022 PRIDE OF THE VALLEY SK RUN T-SHIRTS 501-60-000-22328.16146 S 1,528.62 238201 09122/2022 BLACK & WHITE EMERGENCY VEHICLES, LTC EMERGENCY REPAIRS TO POLICE VEHICLES 402-50-591-53371-00000 S 100.00 238201 09/22/2022 BLACK & WHITE EMERGENCY VEHICLES, LLC EMERGENCY REPAIRS TO POLICE VEHICLES 402-50-591-53371.00000 S 300,00 238201 09/22/2022 BLACK & WHITE EMERGENCY VEHICLES, LLC EMERGENCY REPAIRS TO POLICE VEHICLES 402-50-591-53371-00000 S 300.00 238202 09/2212022 BLUESKY DIVERSIFIED INC. SERVICE FOR POLICE VEHICLES 402-50-591-5337 1 -00000 S 618.89 238203 09122/2022 CBELOW INC CALINOAVE IMPROVEMENTS PROJECT -ADDITIONAL 275-50-752-58100.55021 S 9,207.50 238203 09122/2022 C BELOW INC CALINO AVE IMPROVEMENT'S PROJECT -ADDITIONAL 275-50-752-58100-55021 S 1,000.00 238204 09/22/2022 CAL BLEND SOILS INC MATERIAL AND SUPPLIES -SON. 251-50-560-53100-00000 S 606.38 238205 09/22/2022 CATHERINE MARTINEZ REIMBURSEMENT-ARPA BISIC SUBSIDY WEEKHI-WF:EKff4 275-60-734-53370-16077 $ 225.00 238205 090212022 CATHERINEMARTINEZ REIMBURSEMENT-ARPA BISIC SUBSIDY WEEKff5-WEEKfl9 275-60-734-53370-16077 S 363.00 238206 09/2212022 CDCE INC MDC AND COMPUTER PARTS FOR POLICE VEHICLES 275-30-765-58110.13021 S 5,617.35 238206 09/22/2022 CDCE INC MDC AND COMPUTER PARTS FOR POLICE VEHICLES 275.30»765-58110-13021 S 3,460.00 238207 09122/2022 CG SYSTEMS INC. REPAIRS MADE TO CITY BALL PARKING STRUCTURE 9/8/22 245-60-620-53 37 1-158 B2 S 1,251,95 Page 1 of 9 Payment Number Payment Date Vendor Nellie De5el'Iption (Item) ACC01111t Number Amount 238208 09/22/2022 CHICAS GRAPHICS AND DESIGN SECURITY GUARD SFRVICES FOR FACILITY RENTAL 100-60-610-51100-16101 S 2,469.23 238209 09/22/2022 CINTAS FIRST AID & SAFETY FIRST AID SUPPLIES FOR THE ARC AND FAMILY SERVCIE 100-60-640.53100-00000 S 338.54 238209 09/2212022 CINTAS FIRST AID & SAFETY FIRST AID SUPPLIES FOR THE ARC AND FAMILY SERVCIE 100-60-680-53100-00000 S 487.17 238210 09/220022 CORODATA RECORDS MANAGEMENT, INC. STORAGE OF FILES 81112022-8/31/2022 100- 10-120-5 1101-00000 S 50.87 238211 09/22/2022 CYNTHIA ESPINOZA PURCHASE CANDIES, DECORATION FOR TRICK/TREAT COPS 100-30-340-53100-13801 $ 5,500,00 238212 09/22/2022 DATALINK NETWORKS, INC. BARRACUDA WEB SECURITY GATEWAY APPLIANCE 401-10-140-53379-00000 S 4,560.00 238213 09/22/2022 DEPARTMENT OF JUSTICE FINGERPRINT APPLICANTS FOR APPLICANTS AUGUST 2022 100-30-310.51100-00000 S 117.00 238214 09/22/2022 DERIAN FAMILY FOODS PARTY SUPPLIES FOR THE COMMUNITY & SENIOR CENTER 100-60-610-5 3 100-00000 S 17.62 238214 09/22/2022 DERIAN FAMILY FOODS PARTY SUPPLIES FOR THE COMMUNITY & SENIOR CENTER 100-60-630-5 3 100-00000 S 192.67 238214 09/22/2022 DERIAN FAMILY FOODS BANNERS FOR THE STREET MARKET 501-60.000.22328-16101 $ 88.16 238215 09/22/2022 EAGLE PORTABLES INC PORTABLE RESTROONI RENTALS FOR STREET MARKET 9/1122 100-60-610-53391-16101 S 924,75 238216 09/22/2022 ELIZALDE'S CHARTER INC LAS VEGAS SENIOR TRIP 9128/22 - 9130/22 501-60-000.22327-00000 S 8,120.00 238216 09/22/2022 ELIZALDE'S CHARTER INC SENIOR TRIP TO LAS VEGAS ON 9/28122-9/3012022 501-60-000-22327-00000 S 140.00 238217 09/22/2022 ELVIRA SANCHEZ REFUND REQUEST FOR NOTTS BERRRY FARM REGISTRATION 100-60-000-42602-00000 S 40.00 238218 09f22/2022 ENTERPRISE FM TRUST FLEET LEASING PROGRAM 231-50-590-58140-15727 $ 20,799.90 238218 09/22/2022 ENTERPRISE FM TRUST FLEET LEASING PROGRAM 240-50-520-59140-15726 S 1,013.42 238218 09/22/2022 ENTERPRISE FM TRUST FLEET LEASING PROGRAM 246.50.520-58140-15727 S 923.14 238219 09/22/2022 FEDEX OFFICE REISSUE CHECK FOR FOAM PICTURES FOR ZOCALO PARK 501-60-000-22328-00000 S 220.02 238220 09/22/2022 FEDEX OFFICE BACKGROUND PACKET DELIVERY 100-30.310-53100-00000 $ 81,97 238221 09/22/2022 FRONTIER COMMUNICATIONS PHONE & WIRELESS SERVICE FOR SEPTEMBER 2022 100-30-310-53403-00000 S 129,92 238222 09/22/2022 GABRIEL CONTAINER CO, CARD BOARD BOXES FOR FOOD BASKE"I' PROGRAM 275-60-713.53100-16072 S 348.00 238223 09/22/2022 GOGOV,INC. GOREQUESTSOFTWARELICENSE RENEWAL] I/1/22-10/31/23 101-10-140-53379-00000 S 7,900.00 238224 09/22/2022 GRAINGER, INC. MATERIAL AND SUPPLIES -RUBBER BOOTS 244-50-581-53100-15510 S 116.18 238225 09/27/2022 GRAND PRINTING BUSINESS CARDS FOR PD 100.30.330-53320-00000 $ 151.70 238225 09/22/2022 GRAND PRINTING BUSINESS CARD FOR PD 100-30-330-53320-00000 S 115.54 238225 09/22/2022 GRAND PRINTING BUSINESS CARD FOR PD 100-30-330-53320-00000 $ 310.46 238225 09/22/2022 GRAND PRINTING BUSINESS CARDS FOR PD 100-30-330-53320-00000 S 951.24 238226 09/22/2022 HELEN HERNANDEZ REIMBURSEMENT FOR SUPPLIES FOR THE ARC 100-60-680.53100-00000 S 96.49 238227 09/22/2022 HLR MEDIA, LLC NOTICES FOR CP 22-03 & CP 22-07 ON 8/11/2022 10040-440-53330-00000 $ 420,00 238228 09/22/2022 €1ONEYWELLINTERNATIONAL INC. MAINTENANCE CONTRACT FOR HVAC SYSTEM 100-60-620-53371-16100 S 36,418.29 238228 09/22/2022 HONEYWELL INTERNATIONAL INC, MAINTENANCE CONTRACT FOR HVAC SYSTEM 100.60.620-53371-16100 S 36,418.29 238229 09/22/2022 HOSE-h4AN INC PURCHASE OF HOSE TIIE STREET SWEEPER UNIT 5098 246-50-552-53100-15005 S 280.97 238230 09/22/2022 INTERNATIONAL CODE COUNCIL ICC 2022 CALIFORNIA ELECTRICAL CODE, BOOK ORDER 100-40.450-53330-00000 S 195,02 238231 09122/2022 JUS PLUMBING & BACKFLOW SVC REMOVE DEBRIS FROM BACKFLOW PREVENTER FOUNTAIN 251-50-562-51101-00000 S 120.00 238231 09/22/2022 JUS PLUMBING & BACKFLOW SVC PLUMBING REPAIRES TO CITY HALL RESTROO,MS 9/5/22 I00-60.620.53371-00000 S 430.15 238231 09/22/2022 JC'S PLUMBING & BACKFLOW SVC PLUMBING RPAIRES TO MAIN LINE AT CITY HALL 9/11122 100-60-67.0-53371-00000 S 1,319.96 238231 09/22/2022 JC'S PLUMBING & BACKFLOW SVC PLUMBING RPAIRES TO MAIN LINE AT CITY HALL 9/11/22 100-60-620-53371-00000 $ 578,49 238232 09/22/2022 JOAN GASCA REIMBURSEMENT FOR SPILIMAN SUMMIT CONFERENCE 501-30-000-22410-00000 S 3,102.79 238233 09122/2022 30SHIJA HENDRICKS EDUCATION RFIMBURSEMNT--JOSHUA HENDRICKS FY22123 100-30-310-53210-00000 S 3,000.00 238234 09122/2022 JUST REWARDS GIFT CARDS FOR EMPLOYEE TRANSPORTATION 231-50-540-53120-00000 S 111.50 238235 09/22/2022 KEYSTONE UNIFORMS PATCHES (SERGEANT) 100-30-340-51101-00000 S 90.96 238236 09/22/2022 LORRAINE MENDEZ PREPARATION OF HUD REPORTS 220-40.470-51101-17050 $ 1,230,00 238236 09/22/2022 LORRAINE MENDEZ PREPARATION OF HUD REPORTS 220-40-420-51101-14700 S 3,905.00 238236 09122/2022 LORRAINE MENDEZ PREPARATION OF HUD REPORTS 220-40-470-51101-17050 S 895.00 238237 09122/2022 MARIPOSA LANDSCAPES INC, EXTRA WORK AT BROKEN MAIN LINE RAMONA BLVD JUN.22 251-50-562-51101-00000 $ 1,276.61 238237 09/22/2022 MARIPOSA LANDSCAPES INC, EXTRA WORK AT BROKEN MAIN LINE RAMONA BLVD JUN,22 251-50-562-51101-00000 S 456.00 238238 09/22/2022 MATHISEN 011. CO INC STOCK OIL FOR All, CITY AND POLICE VEHICLES 402-50.590-53100-00000 $ 677,70 238238 09/22/2022 MATHISEN OIL CO INC STOCK OIL FOR ALL CITY AND POLICE VEHICLES 402-50-591-53100-00000 S 677.70 238239 09122/2022 MOBILE MINI INC. STANDARD CONTAINER RENTAL FOR STREE"I' MARKET 9/8/22 100-60-610-53391-16101 S 353.16 238239 09122/2022 MOBILE MINI INC, STANDARD CONTAINER RENTAL FOR STREET MARKET 9/9/22 100-60-610-53391-16101 S 281.19 238240 09/22/2022 BANKCARD CENTER STAND UP DESK FOR OFFICER ON LIGHT DUTY STATUS 100-30-310-53100-00000 S 216.80 238240 09/22//2022 BANKCARD CENTER OUT OF SERVICE TAGS FOR "THE TRNG OFFICE 100-30-310-53100-00000 $ 19.70 233240 09/22/2022 BANKCARD CENTER TELEVISION FOR DISPATCH CTR 100-30-320-53100-00000 S 262.67 239240 09122/2022 BANKCARD CENTER TELEVISION FOR DISPATCH CTR 100.30-320-53100-00000 $ 262.67 238240 09/22/2022 BANKCARD CENTER HOTEL STAY FOR SOT A VELEBIL SLI CLASS 501-30-000-22410-00000 S 480.03 239241 09122/2022 BANKCARD CENTER INTEREST CHARGE (6/25-7/2412022)) 100-60-610-55745-00000 S 55.64 238242 09/22/2022 CYNTHIA SAENZ POLYGRAPH FOR POLICE APPLICANTS 100-30-310-51100-00000 S 400.00 238243 09/22/2022 HOME DEPOT MATERIAL & SUPPLIES - MISC ITEMS FOR ST LANSCAPE 2 51-50-560-53 100-00000 S 215.90 238243 09/22/2022 HOME DEPOT MATERIAL & SUPPLIES - MISC ITEMS FOR ST LANSCAPE 251-50-560-53100-00000 S 1,299.47 238243 09/22/2022 HOME DEPOT h4A1ERIAL & SUPPLIES - TRANSIT FACILITY MAINT 254-50-581-53100-15510 S 272.02 Page 2 of 9 Payment Number Payment Date Vendor Name Description (Item) Account Number Amount 238243 09/22/2022 HOME DEPOT MATERIAL & SUPPLIES - MISC ITEMS FOR ST LANSCAPE 25 1-50-560-53 100-00000 S 54.90 238243 09/22/2022 HOME DEPOT MATERIAL. & SUPPLIES -TINY HOME PROJECT 25 1-50-560-53 100-00000 S 906.28 238243 09/22/2022 HOME DEPOT WATER STOCK 25 1-50-560-53 100-00000 S 519.12 238243 09122/2022 HOME DEPOT NIATERTAL & SUPPLIES -MISC ITEMS FOR ST LANDSCAPE 25 1-50-560-53 100-00000 S 822,62 238243 09/22/2022 HOME DEPOT MATERIAL & SUPPLIES - FLEET SERV 402-50-590-53100-00000 3 205,11 238243 09/22/2022 HOME DEPOT MATERIAL & SUPPLIES - FLEET SERV 402-50.591-53100-00000 $ 205.10 238243 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES - GRAFFITI ABATEMENT 245-50-570-53100-14985 S 604.74 238243 09/22/2022 HOME DEPOT MATERIAL & SUPPLIES -TINY HOME PROJECT 251-50-560-53100-00000 S 976,70 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 $ 33,38 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620.53 €00.00000 S 97A3 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 S 5 L03 238244 09122/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 S 36,95 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60.620-53100-00000 $ 54,94 238244 09/2212022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100-00000 S 6,96 238244 09/2212022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60.620.53100-00000 S 6-00 238244 0912212022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53 10 0-00000 S 14.68 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100-00000 S 41.69 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620.53100-00000 S 27,02 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100-00000 $ 113,19 238244 09/22/2022 1TOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100-00000 $ 86.93 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 S 106.19 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100-00000 $ 59,33 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE; 252-60-620-53100-00000 $ 48,11 238244 (19/22/2022 HOME! DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100-00000 $ 13,07 238244 09/22/2022 HOME DEPOT 4tATER1ALS & SUPPLIES FOR BLDG MAINTENANCE 100-60.620.53100-00000 $ 41.30 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 S 43.25 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60.620-53100-00000 $ 89,59 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 S (36,70) 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252.60�620.53100-00000 S (36.71) 238244 09/22/2022 HOME DEPOT MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620-53100-00000 S 15.31 238246 09/22/2022 NICHOLS LUMBER & HARDWARE PURCHASE SUPPLIES FOR THE ST MARKET 501-60-000-22328-16101 S 56-90 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISC ITEMS 240-50-550-53100-15705 $ 967,59 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISC ITEMS 240-50-550-53100-15705 S 145.11 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - VARIOUS MISCELLANEOUS 240.50.551-53100-15705 S 713.09 238246 09/22/2022 NICHOLS LUMBER & HARDWARE PURCHASE SUPPLIES FOR THE ST MARKET 501-60-000-22328-16101 S 65.63 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISC ITEMS 2 51-50-560-53 100-00000 S 87104 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISC ITEMS FOR ST LANSCAPE 240-50-551-53100-15705 $ 57,49 238246 09/22/2022 NICHOLS LUMBER & HARDWARE PURCHASE SUPPLIES FOR THE ST MARKET 501-60-000-22328-16101 $ 19,25 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL &. SUPPLIES - MISC ITEMS 251.50.560.53100-00000 S 745,66 238246 09/22/2022 NICHOLS LUMBER & HARDWARE PURCHASE SUPPLIES FOR THE ST MARKET 501-60-000-22328-16I01 S 8,48 238246 09/22/2022 NICHOLS LUMBER & HARDWARE PURCHASE SUPPLIES FOR THE ST MARKET 50 1-60.000-22328-16101 $ 15-54 238246 09/22/2022 NICHOLS LUMBER & HARDWARE PURCHASE SUPPLIES FOR THE ST MARKET 501-60-000-22328-16101 $ 272,99 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - VARIOUS MISCELLANEOUS 240-50-551-53100-15705 S 44,40 238246 09/22/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISC ITEMS FOR ST LANSCAPE 240-50-551-53100-15705 S 474.37 238246 09/22/2022 NICHOLS LUMBER & HARDWARE DUPLICATE PYMT REP CHECK # 236629 251-50-560-53100-00000 S (9,17) 238247 09/22/2022 NOEL ARIAS TO REPLACED CHECK H 229013 LOST 1N THE MAIL 501-60-000-22326-00000 $ 50,00 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEFT' 100-30-3 10-53 100-00000 S 692-00 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100.30-310-53100-00000 S 449.98 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100-30-310-53100-00000 S 224.99 238248 09/22/2022 ODP BUSINESS SOLUT€ONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100-30-3 10-53 100-00000 S 199,97 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES FOR ENG DEPT MANAGER 240-50-510-53100-00000 $ 7,54 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES FOR ENG DEPT MANAGER 240-50-510-53100-00000 $ 49.45 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES FOR ENG DEPT MANAGER 240-50-510-53100-00000 S 28.13 238248 09/22/2022 OOP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES FOR ENG DEPT MANAGER 240-50-510-53100-00000 S 6,12 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100-30-310-53100-00000 $ 39,55 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100-30-3 10-53 100-00000 $ 32,04 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100-30-310-53100-00000 $ 359.20 238248 09/22/2022 ODP BUSINESS SOLUTIONS, LLC MATERIALS & SUPPLIES FOR POLICE DEPT 100.30-310.53100-00000 S 125.85 238249 09/22/2022 PACIFIC PRODUCTS & SERVICES LLC MATERIAL & SUPPLIES - SAFETY VEST 240-50-551-53100-15705 S 1,472.49 238249 09/22/2022 PACIFIC PRODUCTS & SERVICES LLC MATERIAL & SUPPLIES - SIGN BRACKETS 245-50-550-53100-15622 $ 879,93 Page 3 of 9 Payment Nuinki- Payment Date Vendor Name Description ([tell]) Account Number- Amount 238250 09/22/2022 PREMIERE FUELING SERVICES INC MAINTENANCE AND REPAIRS FOR PUMPS FOR AUG 2022 402.50-590-53371-00000 $ 125.00 238250 09122/2022 PREMIERE FUELING SERVICES INC MAINTENANCE AND REPAIRS FOR PUMPS FOR AUG 2022 402-50-591-53371-00000 S 125.00 23825 ] 09/22/2022 PRIME POWER EQUIPMENT INC MAINTENANCE & REPAIRS -PARKS & MAINTENANCE 251-50-571-53371-00000 S 101.25 238251 09/22/2022 PRIME POWER EQUIP,YIENTINC MAINTENANCE & REPAIRS - KEDGE TRIMMER, PRUNER 245.50.560-53371-15537 S 103.57 239251 09/22/2022 PRIME POWER EQUIPMENT INC MAINTENANCE & REPAIRS - HEDGE TRIMMER, PRUNER 245-50-560-53371-15537 S 132.70 238251 09/22/2022 PRIME POWER EQUIPMENT INC MAINTENANCE & REPAIRS - PARKS & MAINTENANCE. 251-50-571-53371-00000 S 139.19 238251 09/22/2022 PRIME POWER EQUIPMENT INC MAINTENANCE & REPAIRS - HEDGE TRIMMER, PRUNER 245.50-560-53371-15537 S 148.53 238251 09/22/2022 PRIME POWER EQUIPMENT INC MAINTENANCE & REPAIRS - PARKS & MAINTENANCE 251-50-571-53371-00000 S 214.33 238253 09/22/2022 PRIME POWER EQUIPMENT INC MINOR EQUIPMENT- HEDGE TRIMMER TO CONTINUE DAILY 254-50-560.53390-00000 S 490.55 239252 09/22/2022 ROADLINE PRODUCTS INC. THREE 1/3 BALL VALVE FOR GRAFFITI HOSE 240-50-570-53100-14885 S 337.97 238253 09/22/2022 RO,MANY BASILYOUS REIMBURSEMENT FOR OFFICE SUPPLIES 240-50-520-53100-00000 S 320.76 238253 09/22/2022 ROMANY BASILYOUS REIMBURSEMENT FOR OFFICE SUPPLIES 240-50-510-53100-00000 S 291,79 238254 09/22/2022 ROYAL COACHES AUTO BODY TONING FOR UNIT 7305 402-50-590-51101-00000 S 394.50 238255 09/22/2022 SAN GABRIEL. VALLEY WATER COMPANY WATER COST 252-60-620.53402.00000 S 5,668.22 238255 09/22/2022 SAN GABRIEL VALLEY WATER COMPANY WATER COST 251-50-560-53402-00000 S 2,687.54 238255 09/22/2022 SAN GABRIEL VALLEY WATER COMPANY WATER SERVICES a TINY HOMES 13 i67 GARVEY AVE 50I-50-000-22000-55003 S 42.20 238256 09/22/2022 SANG TANG RFND C&D 3461 MANGUM ST 246-00-000-22540-00000 S 300.00 238257 09/22/2022 SERVICE FIRST CONTRACTORS CHEMICALS FOR THE AQUATIC CTR POOL. & SERVICE CALL 252-60-620-53371.00000 S 165.00 238257 09/22/2022 SERVICE FIRST CONTRACTORS CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 100-60-620-53100-00000 S 386.06 238257 09/22/2022 SERVICE FIRST CONTRACTORS CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 252-60-620-53100-00000 S 386.06 238258 09/22/2022 SMART & FINAL CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 501-50-000-22328-16101 S 39.74 238258 09/22/2022 SMART & FINAL CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 50 1-60-000-223 28-16 101 s 95.32 238258 09/22/2022 SMART & FINAL CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 501-60-000.22328.16101 S 61.31 238258 09/22/2022 SMART & FINAL CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 501-60-000-22328-16101 S 1296 238258 09/22/2022 SMART & FINAL MATERIALS & SUPPLIES FOR THE ST MARKET 501-60-000-223 28-16 101 S 105.88 238258 09/22/2022 SMART & FINAL MATERIALS & SUPPLIS FOR TIIE SR CTR 100 -60-630-53 100-00000 S 30.99 238258 09/22/2022 SMART & FINAL CHEMICALS FOR THE AQUATIC CTR POOL & SERVICE CALL 100-60-630-53100-00000 s 147.98 239259 09/22/2022 SUNBELT RENTALS RENTAL - FORKLIFT 240 -50-551-53391.15705 s 945.10 238260 09/22/2022 SUSAN SAXE-Cl..1FFORD,PH.D PSYCH EXAMS FOR CROSS AND MARTIN 100.30.310-51100-00000 8 900.00 238263 09/22/2022 THE COUNSELING TEAM INTERNATIONAL INDIVIDUAL PSYCHOTHERAPY 100-30-310-51100-00000 s 220.00 238262 09/22/2022 U.S. POSTAL SERVICE BP NOW NEWSLETTER FOR NOV,DEC AND JAN 2023 ISSUE 230-60-610-51100-11400 S 3,200.00 238263 09/22/2022 UNITED PUMPING SERVICE INC CLEANING THE CLARIFIER AT THE CITY YARD 402-50-590-51301-00000 s 2,342.55 238264 09/22/2022 VALLEY COUNTY WATER DIST WATER CONSUMPTION FOR ST SWEEPING 251-50-562-53402-00000 s 77. H 238265 09122/2022 VERIZON WIRELESS SERVICE FOR CELL PHONES & TABLETS 7122-8/21/2022 240-50-550-53403-15705 s I,000.00 238265 09/22/2022 V12RIZON WIRELESS SERVICE FOR CELL PHONES & TABLETS 7/22-8121/22 240-50-551-53403-15705 $ 417.00 238265 09122/2022 VERIZON WIRELESS SERVICE FOR CELL PHONES & TABLETS 07122-08/21/2022 246-50-540-53403-15005 s 512.34 238265 09/22/2022 VERIZON WIRELESS SERVICE FOR CELL PHONES & TABLETS 7/22-08/21/2022 402-50-590.53403-00000 s 1,000.00 238265 09/22/2022 VERIZON WIRELESS ACCT# 870914792-00003 07/22-08121/2022 100-60-610-53403-00000 s 119.27 238265 09/22/2022 VERIZON WIRELESS ACCT 9 870914792-00003 07/22-08121/2022 100-60-620-53403-00000 S 162,32 238265 09/22/2022 VERIZON WIRELESS ACCT# 870914792-00003 07/22-08121/2022 100-60-630-53,103-00000 $ 81,16 238265 09/22/2022 VERIZON WIRELESS ACCT It 870914792-00003 07/22-09121/2022 100-60-640-53403-00000 s 119.17 238265 09/22/2022 VERIZON WIRELESS ACCT# 970914792-00003 07/22-0812112022 100-60-650.53403.OG000 $ 119.17 238265 09/22/2022 VERIZON WIRELESS ACCT# 870914792-00003 07/22-0812[12022 100-60-660-53403-00000 S 40.58 238265 09/22/2022 VERIZON WIRELESS ACCT# 870914792-00003 07/22-0812112022 100-60-680-53403-00000 S 78,59 238266 09/22/2022 VICTORIA VALVERDE VOLUNTEERS HABTTATFOR HUMANITY & BROTHERS KEEPER 501-50-000.22543-00000 $ 590,00 238267 09/2212022 WAXIE SANITARY SUPPLY MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 100-60-620 -53 100-00000 s 1,244.39 238267 09/22/2022 WAX1E SANITARY SUPPLY MATERIALS & SUPPLIES FOR BLDG MAINTENANCE 252-60-620-53100.00000 s 1,244.39 238262 09/22/2022 WESSEL PROPANE INC PURCHASE OF LIQUID PROPANE FOR CT TANKS 240-50-551-53100-15705 s 6K95 238269 09122/2022 WEST COAST ARBORISTS, INC CITYWIDE TREE MAINTENANCE PROFESSIONAL FOR 8/2022 251-50-561-51100-00000 S 11,178,00 238270 09/29/2022 BANKCARD CENTER R.GARCIA & V.VIRAMONTES TO ATTEND ICSC WESTERN FUL 100.40-405-53350-00000 s 975.00 238270 09/29/2022 BANKCARD CENTER TO ATTEND APA 2022 R.GARCIA,M,CHIPRES & J.RIOS 100-40-440-53200-00000 S 1,875.00 238270 09/29/2022 BANKCARD CENTER R.GARCIA & V,VIRAMONTES AFFILIATE & INSTITUTION DU 100-40-440.53330-00000 S 250,00 238271 09129/2022 BANKCARD CENTER WEBINAR 500 MONTHLY 100-25-299-53370-17050 S 41,20 238271 09129/2022 BANKCARD CENTER MFA MONTHLY 100-25-299-53370-17050 $ 210,00 238271 09/29/2022 BANKCARD CENTER DAILY BACKUPS 14 DAYS 401-10-140-53330-00000 S 21.53 238271 09/29/2022 BANKCARD CENTER ICLOUD 50 GB STORAGE 401-IQ-140-53330-00000 S 0.99 238271 09/29/2022 BANKCARD CENTER BUSINESS PRIME MEMBERSHIP 401-10-140-53330-00000 S 86.51 238271 09/29/2022 BANKCARD CENTER LABEL PRNTER/SCREWDRIVERS 40 1- 1 0-140-53390-00000 S 124.63 239271 09/29/2022 BANKCARD CENTER LABEI, PRNTER 401-10-140-53390-00000 $ 33.54 239271 09129/2022 BANKCARD CENTER LABEL MAKER CASE 401-10-140-53390-00000 $ 22.33 Page 4 of 9 Payment Number Payment Date Vendor Name Deseript1011 (1(cm) Account Number A11101111t 238271 09/29/2022 BANKCARD CENTER POE60 W POWER SUPPLY 401-10-140-53390-00000 S 98.36 232271 0909/2022 BANKCARD CENTER LABEL PRNTERCASE 401-10-140-53390-00000 $ 16.38 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PR03ECT 251-50-57€-53100-00000 $ 185,00 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251-50-571-53100-00000 $ 194.56 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251-50-571.53100-00000 $ 378.34 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251-50-571-53100-00000 $ 20.97 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251-50-57€-53100-00000 S 738.03 238272 09/29/2022 HOME DEPOT MXYERIAL & SUPPLIES -GARVEY PROJECT 251-50-571-53100-00000 $ 91.52 238272 09/29/2022 HOME DEPOT MATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551-53100-15705 S 346.08 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251.50-571-53100-00000 $ 30.11 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251-50-571-53100-00000 S 49.21 238272 09/29/2022 HO\4E DEPOT MATERIAL & SUPPLIES •GARVEY PROJECT 251-50-571-53100-00000 $ 204.65 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 251-50-571-53100-00000 $ 11.48 238272 09/29/2022 HOME DEPOT CREDIT MrMO 251-50-571-53100-00000 S (169.11) 238272 09/29/2022 HOME DEPOT MATERIAL & SUPPLIES -GARVEY PROJECT 25 1-5 0-571-53 100-00000 $ 244.58 238272 09/29/2022 HOME DEPOT MATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551-53100-15705 S 310.91 238272 09/29/2022 HOME DEPOT \4ATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551-53100-15705 S 13.00 238272 09/29/2022 HOME DEPOT MATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551-53100-15705 $ 164.09 238272 09/29/2022 HOME DEPOT MATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551-53100-15705 S 478.15 238272 09/29/2022 HOME DEPOT MATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551.53100-15705 S 473.36 238272 09/29/2022 HOME DEPOT MATERIAL AND SUPPLIES-GARVEY PROJECT 240-50-551-53100-15705 S 45.78 238272 09/29/2022 HOME DEPOT MATERIAL& SUPPLIES -GARVEY PROJECT 251-50-571-53100-00000 $ 38.11 238272 09/29/2022 HOME DEPOT CREDIT MEMO 251-50-571-53100-00000 $ (5.43) 238274 09/29/2022 NICHOLS LUMBER & HARDWARE MATERIALS & SUPP€.TES 25 1-50-571-53 100-00000 $ 1,033.34 238274 09/29/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES 251-50-571-53100-00000 S 456.96 238274 09/29/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISCELLANEOUS ITEMS 240-50-550-53100-15705 S 19.25 238274 09/29/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISCELLANEOUS 240-50-550-53100-15705 $ 15.32 238274 09/29/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISCELLANEOUS 240-50-550-53100-15705 S 265.34 238274 09/29/2022 NICHOLS LUMBER & HARDWARE MATERIAL & SUPPLIES - MISCELLANEOUS 240-50.550-53100-15705 S 71.12 238275 09/29/2022 NORMAN A, TRAUB INVESTIGATION 403-10-160-51102-00000 S 7,029.20 238276 09/29/2022 ODP BUSINESS SOLUTIONS, LLC SUPPLIES FOR CLASSIFICATION FOLDERS FOR FILING 100-20-210-53100-00000 $ 29.52 238276 09/29/2022 ODP BUSINESS SOLUTIONS, LLC MISC OFFICE SUPPLIES - STAMP 100-10- 120-53 100-00000 $ 68.30 238276 09/29/2022 ODP BUSINESS SOLUTIONS, LLC MATERIAL & SUPPLIES - STAMP 100-10-12053100-00000 S 147.26 238276 09/29/2022 ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES FOR ENG DEPT MANAGER 240-50.510-53100-00000 S 12.46 238276 09/29/2022 ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES FOR ENG DEPT MANAGER 240-50-5 10-53 100-00000 S 114.32 238277 09/29/2022 OFELIA BADAWI REIMBURSE REGISTRATION FOR ARPA SR TRIP & EVENTS 275-60-726-53370-16074 S 7.00 238278 09/29/2022 PACIFIC PRODUCTS & SERVICES LLC MATERIALS AND SUPPLIES FOR TRAFFIC SIGNS 254-50-550-53100-15622 $ 3,783.23 238278 09/29/2022 PACIFIC PRODUCTS & SERVICES LLC MATERIALS AND SUPPLIES FOR TRAFFIC SIGNS 254-50-550-53100-15622 $ 4,705.60 238278 09/29/2022 PACIFIC PRODUCTS & SERVICES LLC MATERIALS AND SUPPLIES FUR TRAFFIC SIGNS 254-50.550-53100-15622 $ 140.16 238279 09/29/2022 PATRICIA NUNEZ REIMBURSE REGISTRATION FOR ARPA SR TRIP & EVENTS 275-60-726-53370-16074 S 7.00 238280 09/29/2022 PAUL C HERNANDEZ REIMBURSE MILEAGE & PER DIEM 4 CONF 09107.09/09122 100-10-100-53350-11010 S 350.00 2M281 09/29/2022 PRISTINE UNIFORMS LLC UNIFORM FOR PST MARTINEZ 100-30-340-53100-00000 $ 806.58 239282 09/29/2022 RAFAEL R. TAPIA REIMBURSE REGISTRATION FOR ARPA SR TRIP & EVENTS 275-60-72&53370-16074 S 14.00 238283 09/29/2022 RAM CONSTRUCTION & FENCE LLC TINY HOMES ORDER 96-7 FOR ADDITIONAL WORK PERFORME 270-50-520-58100-55023 S 23,994.00 238283 09/29/2022 RAM CONSTRUCTION & FENCE LLC TINY HOMES ORDER 4 8 FOR ADDITIONAL WORK PERFORMED 270-50-520-58100-55023 $ 3,500.00 238284 09/29/2022 RAQUEL A. URBINA REIMBURSE REGISTRAITON FOR ARPA SR TRIP & EVENTS 275.60-726-53370-16074 $ 7.00 238285 09/29/2022 RAQUEL CONTRERAS RFND DEPOSIT FOR RENTAL 9117122 501-60-000-22333-00000 8 100.00 238286 09/29/2022 REGIONAL TAP SERVICE CENTER PYMT OF TAP BUS PASSES SOLD a THE COMMUNITY CTR 100�00.000-20014-00000 S 15.00 238287 09/29/2022 RICHARD FISHER ASSOCIATES PLAN CHECK SERVICES FOR AUG 2022 - 3353 ATHOL ST 100-40-000-22350-14135 S 931.36 238288 09/29/2022 RICOH USA INC COPY OVERAGES FOR 8 RICOH COPIERS 401-10-141-51101-11502 S 311,19 238288 09/29/2022 RICOH USA INC MAINTENANCE FOR 8 RICOH COPIERS 401-10-141-53371-11504 $ 1,204.67 238289 09/29/2022 RICOH USA INC MAINTENANCE FOR 3 RICOH COPIERS 401-10-141-53371-11504 S 95.35 238289 09/29/2022 RICOH USA INC LEASE FOR 3 RICOH COPIERS 401-10.141.58140-11504 S 710.12 238290 09/29/2022 RIGHT OF WAY INC TRAFFIC CONTROL SERVICES FOR SPECIAL EVENTS 255-50-550-51101-16146 S 3,722.50 238290 09/29/2022 RIGHT OF WAY INC TRAFFIC CONTROL SERVICES FOR SPECIAL EVENTS 255-50-550-51101-16101 S 1,065,00 238790 09/29/2022 RIGHT OF WAY INC TRAFFIC CONTROL SERVICES FOR SPECIAL EVENTS 255-50-55051101-16101 $ 1,065.00 238290 09/29/2022 RIGHT OF WAY INC TRAFFIC CONTROL SERVICES FOR SPECIAL. EVENTS 255-50-550-51101-16101 S 1,065.00 239291 09/29/2022 ROSA LOPEZ RFND OF DEPOSIT 09/17/2022 501.60-000-22333-00000 $ 500.00 238292 09/29/2022 SILVER & WRIOHT, LLP LEGAL SERV CT OF BALDWIN PARK - SIDEWALK VENDOR 403-10-160-54100-00000 S 422.50 238293 09/29/2022 SMART & FINAL MATERIALS & SUPPLIES PURCHASED FOR THE TEEN CTR 100-60-660-53100-00000 S 64,73 Page 5 of 9 Payment Number 238293 238294 238295 238295 238295 238295 238296 238297 238298 238298 238299 238300 238301 238302 238303 238304 238305 238306 239306 238307 238308 238309 238309 238309 238309 238310 238310 238311 238311 239311 238311 239311 238311 238312 238312 238313 239313 238313 238313 23 83 14 238314 238315 238315 238315 239315 _ 238316 239316 238316 238316 239316 239317 23sa17 238317 239317 238317 2383I8 238318 238318 239318 238319 Paymcnt Date 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/2912022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09/29/2022 09129/2022 09/29/2022 09/2912022 09/29/2022 09/2912022 09129/2022 09/29/2022 09/2912022 09/29/2022 09/2912022 09/2912022 09/29/2022 09/29/2022 09129/2022 09/2912022 09/29/2022 09/29/2022 09/29/2022 09/2912022 09/29/2022 09/2912022 09/29/2022 09/2912022 09/29/2022 09/29/2022 09/29/2022 09129/2022 09129/2022 Vendor Name SMART & FINAL SOCORRO RODRIGUEZ SOUTH COAST A.Q.M.D SOUTH COAST A.Q,M.D SOUTH COAST A,Q,M.D SOUTH COAST A.Q.M.D SPARKLE'IT'S STATE OF CALIFORNIA THE GAS COMPANY THE GAS COMPANY THE SHREDDERS TLG BUSINESS SOLUTIONS INC TRIPLE B CORPORATION UNITED ROTARY BRUSH CORP URBAN RESTORATION GROUP US INC VALLEY COUNTY WATER DIST VILMA STELLA DIAZ WASTE MANAGEMENT COLLECTION AND RECYCLING, INC WASTE MANAGEMENT COLLECTION AND RECYCLING, INC WESSEL PROPANE INC !VEST COAST ARBORISTS, INC AFLAC AFLAC AFLAC AFLAC ALLSTATE WORKPLACE DIVISION ALLSTATE WORKPLACE DIVISION AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY AMERICAN FIDELITY ASSURANCE COMPANY BALDWIN PARK MNGMT ASSOC, BALDWIN PARK MNGNIT ASSOC. BALDWIN PARK POLICE ASSOC BALDWIN PARK POLICE ASSOC BALDWIN PARK POLICE ASSOC BALDWIN PARK POLICE ASSOC C.L.E.A, C.L.E.A. CITY EMPLOYEES ASSOCIATES CITY EMPLOYEES ASSOCIATES CITY EMPLOYEES ASSOCIATES CITY EMPLOYEES ASSOCIATES LIBERTY DENTAL. PLAN LIBERTY DENTAL PLAN LIBERTY DENTAL PLAN LIBERTY DENTAL PLAN LIBERTY DENTAL PLAN MUNICIPAL DENTAL POOL MUNICIPAL DENTAL POOL MUNICIPAL DENTAL POOL hMUNICIPAL DENTAL POOL MUNICIPAL DENTAL POOL P.T.E.A. P.T.E.A. P.T.E.A- P.T.E,A. PRE -PAID LEGAL SERVICES, INC. Description (Item) Account Number Amount MATERIALS & SUPPLIES PURCHASED FOR THE TEEN CTR I00-60-660-53100-00000 $ 248.33 REIMBURSE REGISTRATION FOR ARPA SR TRIP & EVENT 275-60-726-53370-16074 S 7.00 ANNUAL PERMIT FEE FOR DIESEL GENERATOR & EMISSION 100-60-620-53371-00000 $ 468,76 ANNUAL PERMIT PEES FY22-23 FOR GEN-DIESEL « 4100 B 252-60-620-53371-00000 $ 468,76 EMISSIONS FEES FY 22-23 FOR 14314 MORGAN 100-60.620.53371-00000 S 151.85 EMISSIONS FEES FY 22-23 FOR 4100 BP BLVD 2 52-60-620-5337 1 -00000 $ 151.85 WATER & COFFEE SUPPLIES FOR CT YARD 100-60-620-53100-00000 S 260.84 SIGNALS & LIGHTING BILLING 4-6/2022 240-50-530-51100-00000 S 3,699.39 NATURAL GAS VEHICLE FUEL FOR CNG STATION a 14747 102-50-590-53110-16140 $ 13,48 NATURAL GAS VEHICLE FUEL -CITY YARD 402-50-590-53110-161,10 S 13.18 CERTIFIED DOCUMENT DESTRUCTION 100.25-299-51101-00000 S 55.50 CUSTOM DIMENSIONAL LETTERS 4 TINY HOMES 13167 GARV 50 i-50-000-22000-55003 $ 2,267.49 PURCHASE FOODIPRODUCE FOR THE FREE SR MEALS PROD 275.60-713-53100-16075 S 2,22395 PARTS FOR CITY STREET SWEEPER 246-50-552-53100-15005 S 467,35 GRAFFITI REMOVAL CHEMICAL 240-50-570-53100-15705 $ 51014 WATER COST 25 1 .50-560-53402-00000 $ 1,567.55 ENTERTAINMENT @ THE ST MARKET ON 8125/2022 100-60-610-51100-16101 S 1,500.00 CNG FUEL FOR CITY VEHICLES 402-50-590-53110-16140 $ 2,904,67 CNG FUEL, FOR POLICE VEHICLES 402-50-591-53110-16140 S 2,904,67 LIQUID PROPANE FOR CT TANKS 240.50-551-53100-15705 $ 88.73 CITYWIDE TREE MAINTENANCE PROFESSIONAL 251-50-561-51100-00000 S 62,307.00 AFLAC €00-00-000-21216-00000 S 850,20 AFLAC 100-00-000-21216-00000 S 151,92 AFLAC 100-00-000-21216-00000 S 850.10 AFLAC 100.00-000-21216-00000 $ 151.98 CANCER INSURANCE 100-00-000-21221-00000 S 100.13 CANCER INSURANCE 100-00-000-21221-00000 S 100,14 AMERICAN FIDELITY ASSURANCE COMPANY 100-00-000-21216-00000 S 31,12 AMERICAN FIDELITY ASSURANCE COMPANY 100-00-000-21216-00000 S 74,76 ANIFRICAN FIDELITY ASSURANCE COMPANY 100�00-000-21216-00000 $ 1,398.79 AMERICAN FIDELITY ASSURANCE COMPANY 100-00-000-21216-00000 S 3,521.41 AMERICAN FIDELITY ASSURANCE COMPANY 100-00-000-21216-00000 $ 1,388,79 AMERICAN FIDELITY ASSURANCE COMPANY 100-00-000-21216-00000 S 3,521,41 MANAGEMENT DUES 100-00-000-21219-00000 S 20.00 MANAGEMENT DUES 100-00-000-21218-00000 S 20.00 POLICE SWORN DUES 100-00-000-21219-00000 S 3,29L84 POLICE NON -SWORN DUES 100-00-000-21219-00000 S 1,052,28 POLICE SWORN DUES 100-00-000-21219-00000 S 3,24L84 POLICE NON -SWORN DUES 100�00-000-21219-00000 S 1,052.28 CLEA DISABILITY POLICE SWORN 403-10-00047130-13404 S 729.00 CLEA DISABILITY POLICE SWORN 403-10-00047130-13404 S 702A00 DUES CMEA 100-00-000-21226-00000 S 36,00 DUES CONFIDENTLAUCBA 100-00-000-21227-00000 S 2700 DUES CMEA 100-00-000-21226-00000 S 36.00 DUES CONFIDENTIALICEA 100-00-000-21227-00000 $ 27.00 DENTAL HMO - LIBERTY DENTAL 100-00-000-2I211-00000 S 14.74 DENTAL HMO» LIBERTY DENTAL 100-00-000-21211-00000 $ 203,48 DENTAL HI M0 - LIBERTY DENTAL 100-00-000-21253-00000 S 92.89 DENTAL HMO - LIBERTY DENTAL 100-00-000-21211-00000 S 241.81 DENTAL H\MO - LIBERTY DENTAL I00-OQ-000-21253-00000 S 92.89 DENTAL PPO - MUNICIPAL SERVICES AUTHORITY 100-00-000-21211-00000 $ 151..=48 DENTAL PPO - MUNICIPAL SERVICES AUTHORITY 100-00-000-21211-00000 S 3,606,57 DENTAL PPO - MUNICIPAL SERVICES AUTHORITY 100.00-000-21253-00000 S 440.72 DENTAL PPO -MUNICIPAL SERVICES AUTHORITY 100-00-000-2€2 ] 1-00000 S 4,060.05 DENTAL PPO - MUNICIPAL SERVICES AUTHORITY 100-00-000-21253-00000 $ 440,72 PTEA DUES 100-00-000-21220-00000 $ 313,50 CLERICAL DUES 100-00-000-21224-00000 S 95.00 PTEA DUES 100-00-000-21220-00000 S 313.50 CLERICAL DUES 100-00-000-2€224-00000 S 95.00 PRE -PAID LEGAL SERVICES 100-00-000-2€230-00000 $ 121,06 Page 6 of 9 Paynlelt Number Payment Date Vendor Name Description (Item) Account Number Amount 238319 09/29/2022 PRE -PAID LEGAL SERVICES, INC. PRE -PAID LEGAL SERVICES 100-00-000-21230-00000 S 121,04 238320 09/29/2022 STANDARD INSURANCE COMPANY VISION - STANDARD INSURANCE COMPANY 100-00-000-21258-00000 S 55.20 238320 09/29/2022 STANDARD INSURANCE COMPANY VISION -STANDARD INSURANCECOMPANY 100-00-000-21259-00000 $ 1,053.30 238320 09/29/2022 STANDARD INSURANCE COMPANY VISION - STANDARD INSURANCE COMPANY 100-00-000.21258-00000 $ 1,126.02 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS 0100,000 100-00-000-21254-00000 S 96.43 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY SUPP. LIFE - LINCOLN NATIONAL 100-00-000-21212-00000 $ 742.90 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS 13150,000 100-00-000-21254-00000 S 539.60 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS 0100,000 100-00-000-21254-00000 $ 43.50 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS D160,000 100-00-000.21254-00000 $ 17.40 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY SUPP, LIFE - LINCOLN NATIONAL 100-00-000-21212-00000 $ 749.95 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS B/50,000 100-00-000-21254-00000 $ 554.06 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS C/100,000 100-00-000-21254-00000 $ 43.50 238321 09/29/2022 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY LIFE INS D/60,000 100-00-000-21254-00000 $ 17.40 239321 09/29/2022 TIIF LINCOLN NATIONAL LIFE INSURANCE COMPANY BASIC LIFE,AD&D AND STD & LTD INS PP 18-19 403-10-160-54130-00000 S 5,801.28 239322 09/29/2022 COUNTY OF LOS ANGELES DEPARTMENT OF ANIMAL CARE & CON JUNE 2022 SERVICE 275-30-712-5 1100-13250 $ 26,821.55 238323 09/29/2022 ADMIN SURE INC. GENERAL & AUTO LIABILITY CLA[MSAVORKERS COMP 403-10-160-54100-00000 S 9,709.00 238324 09/29/2022 ANA COVARRUBIAS REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/16/2022 275-60-726-53370-16074 S 7.00 238325 09/29/2022 ANTONIO ➢UARTE REIMBURSEMENT-- ARPA SENIORTRIPS & EVENTS 9/16122 275-60-726-53370-16074 S 14.00 238326 09/29/2022 AT&T MOBILITY PHONE & WIRELESS SERVICES SEP, 2022-ACCT#870583 5 19 100-30-310-53403-00000 S 453.75 238326 09/29/2022 AT&T MOBILITY PHONE & WIRELESS SERVICES SEP. 2022-ACC'I'4992045026 100-30-310-53403-00000 S 1,276.47 238327 09/29/2022 BEATRIZ LOMELI BOOTCAMP#207 PARENT CONFERENCE COUNSELING 9117/22 220-3 0-340-53360-14 880 $ 295.00 238328 09/29/2022 BILL WRIGHT'S PAINT SPECIALIZED SPRAY PAINT 245-50-570-53100-15040 $ 503.80 238329 09/29/2022 BLANCA MAHE REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/16/2022 275-60-726-53370-16074 $ 7.00 23833fl 09/2912022 CALIFORNIA NEWSPAPERS PARTNERS141P 9/21/2022: NOTICE FOR BIDS NOTICE 270-50-520-58100-55022 S 1,234.09 238330 09/29/2022 CALIFORNIA NEWSPAPERS PARTNERSHIP 9/2012022; NOTICE FOR BIDS NOTICE 270-50-520-58100-55022 S 1,234.09 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR CITY VEHICLES 402-50-590-53100-00000 $ 84.85 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402-50-59I-53100-00000 S 211.27 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402-50-591-53100-00000 S 214.24 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402.50-591-53100-00000 S 21.77 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402-50-591-53100-00000 S 31.30 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402-50-591-53100-00000 S 20.93 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402-50-59 1-53 100-00000 S 190.04 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VFHICLES 402.50-591-53100-00000 S 54.98 238331 09/29/2022 CAR QUEST CREDIT MEMO 402-5 0-591-53 100-00000 S (89.86) 238331 09/29/2022 CAR QUEST PARTS AND SUPPLIES FOR POLICE VEHICLES 402-5 0-591-53 100-00000 S 84.95 238332 09129/2022 CARPENTER & ROTHANS BALDWIN PARK GENERAL MATTERS FILE BP NO; BP;1000 403-10-160 -54 100-00000 S 69.95 238333 09/29/2022 C€NTAS FIRST AID & SAFETY FIRST AID SUPPLIES FOR CITY FACILITIES 402-50-590-53100-00000 S 248.28 238334 09/29/2022 COMMAND GPS GPS TRACKING ON ALL CITY VEHICLES 402.50-590-51101-00000 S 853.50 238335 09/29/2022 CONVERGEONE, INC. TINY HOMES -FAMILY SITE PROJECT 270-50-520-58€00-55023 S 2,124.00 238335 09/29/2022 CON VERGEONE, INC. 'TINY HOMES -FAMILY SITE PROJECT 270-50-520-58110-55023 S 4,292-25 238336 09/29/2022 COUNTY OF LOS ANGELES DEPARTMENT OF ANIMAL CARE & CON JUNE 2022 SERVICE 275-30-712-51100-13250 S 25,525,01 238337 09/29/2022 DAVID EVANS AND ASSOCIATES INC. LANDSCAPE PLAN CHECKING SERVICES 3/27P2-4/30/22 100-40-000-22350-14133 S 735.00 238338 09/29/2022 DEPARTMENT OF JUSTICE FINGER PRINTING SERVICES FISCAL YEAR 2022-2023 too- 10-150-51101-00000 S 196,00 238339 09129/2022 DRAGONFLY PUBLIC AFFAIRS CONTRACT SERVICES FOR POTENTIAL BALLOT MEASURE 100-25-299-51100-11432 $ 4,500.00 238340 09/29/2022 ECO CAR SPA CAR WASH FOR CITY AND POLICE VEHICLES 1N AUG.2022 402-50-590-51101-00000 S 145.00 238340 09/29/2022 ECO CAR SPA CAR WASH FOR CITY AND POLICE VEHICLES 402-50-591-5 110 1-00000 S 145.00 238341 09/29/2022 EDGAR CRUZ ONSITE EXTERIOR WASHES OF POLICE VEHICLES JULY 22 402-50-591-51101-00000 S 1,668.00 238341 09/29/2022 EDGAR CRUZ ONSITE EXTERIOR WASHES OF POLICE VEHICLES AUG. 22 402-50-591-5 [ 101-00000 $ 2,412.00 239342 09/29/2022 ELVA ESTELA AGUJLAR REIMBURSEMENT ARPA SENIOR TRIPS & EVENTS 9/16/2022 275-60.726-53370-16074 S 7,00 238343 09/29/2022 ESTHER SANCHEZ REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9116/2022 275.60-726-53370-1607,[ S 7.00 238344 09/29/2022 SWING IRRIGATION, INC. IRRIGATION SUPPLIES 251-50-562-53100-00000 S 2,236.06 238345 09129/2022 FM BODY & CLASSIC RESTORATION, INC REPAIR TO UNIT 3148-( 2012 DODGE Cl IARGFR )-8110/22 402-50-591-53371-00000 S 1,504.23 238346 09/29/2022 FRIEDMAN IMAGING APETURE CARDS TO PDF IMAGE & FILES CREATED 9/19/22 100-40-450-51100-00000 $ 2,964.00 238347 09/29/2022 FRONTIER COM\4UNICAT[ONS TELEPHONE USAGE LOCAL CALLS FOR 8/29-9/27/2022 40€-J0-141-53403-11506 S 1,516.08 238348 09/29/2022 GLECY CUSTODIA REIMBURSEMENT-- ARPA SENIOR TRIPS & EVENTS 9116/22 275-60-726-53370-16074 S 7.00 238349 09129/2022 GLEN JOHN APRAMIAN MD INC TEMPORARY POWER TO GARVEY PROJECT -INSTALL POLE too- 10-150�51101-00000 S 845.00 239350 09/29/M22 HOLLIDAY ROCK CO., INC CONCRETE MATERIAL FORTHE GARVEY PROJECT 240-50.551-53100-15705 S 1,115.27 238350 09129/2022 HOLLIDAY ROCK CO,, INC CONCRETE MATERIAL FOR THE GARVEY PROJECT 240-50-551-53100-15705 S 551.69 239350 09129/2022 HOLLIDAY ROCK CO., INC CONCRETE MATERIAL FOR THE GARVEY PROJECT 240-50-551-53100-15705 S 734.86 239351 09/29/2022 TNAT[VBLOTUS SERVICES LLC MENTAL HEALTH TRANING FOR CITY OF BP EMPLOYEES 275-10-709-53200-00000 S 2,300.00 Page 7 of 9 Payment Number Payment Date Vendor Name Description (Item) Account Number Amount 238352 09/2912022 JOE BALDWIN QUUAS RFIMBURSER'1ENT --ARPA SENIOR TRIPS & EVENTS 9116122 275-60-726-53370-16074 S 7A0 238353 09/29/2022 JOSEFINA SIORDIA REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/16/2022 275-60-726-53370-16074 S 7.00 238354 09/29/2022 JUAN RUVALCABA REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/1612022 275-60-726-53370-16074 S 7.00 238355 0912912022 JWA URBAN CONSULTANTS INC AS -NEEDED PROFESSIONAL SERVICES FOR PERIOD JULY 22 100-40.440-51101-00000 $ 5,073,75 238355 09129/2022 JWA URBAN CONSULTANTS INC AS•NEEDED PROFESSIONAL SERVICES FOR PERIOD AUG.22 100-40-440-51101-00000 S 1,242,45 238355 09/29/2022 )WA URBAN CONSULTANTS INC AS -NEEDED PROFESSIONAL. SERVICES RELATED TO 100-40-440-51101.14070 S 1,306.90 238355 0912912022 JWA URBAN CONSULTANTS INC AS -NEEDED PROFESSIONAL SERVICES RELATED TO 235-40-440-51101-00000 S 1,633.50 238356 09/29/2022 LOLITA C, APOYON REIMBURSEMENT--ARPA SENIOR TRIPS & EVENTS 9116122 275-60-726-53370-16074 S 7.00 238357 0912912022 LOS ANGELES COUNTY PUBLIC WORKS MAINTENANCE FOR TRAFFIC SIGNALS & HIGHWAY LIGHTS 251-50-530-51100-00000 S 1,764,55 238357 09129/2022 LOS ANGELES COUNTY PUBLIC WORKS SAN GABRIEL RIVER PROJECT NO; 1,41922010 215-50-520-58100-15538 $ 193,61 238357 09/2912022 LOS ANGELES COUNTY PUBLIC WORKS MAINTENANCE FOR TRAFFIC SIGNALS &HIGHWAY LIGHTS 251-50-530-51100-00000 S 3,027,59 239359 0912912022 MARIA ANGELES GODOY REIMBURSEMENT-- ARPA SENIOR TRIPS & EVENTS 9/16/22 275-60.726.53370-16074 S 7.00 238359 09/29/2022 MARIA DE LOURDES MACIAS REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/16/2022 275-60-726-53370-16074 S 7.00 238360 0912912022 MARIA LUISA RON4O REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/16/2022 275-60-726.53370-16074 S 14A0 238361 09/29/2022 MARIA VICTORIA TZEC REIMBURSEMENT --ARPA SENIOR TRIPS & EVENTS 9/16122 275-60-726-53370-16074 $ 7,00 238362 09129/2022 MARTHA ELVA UODOY REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/16/2022 275-60-726-53370.16074 S 7-00 238363 09129/2022 MARTHA REGINA ROA REIMBURSEMENT--ARPA SENIOR TRIPS & EVENTS 9116/22 275-60-726-53370-16074 S 7.00 238364 09/29/2022 MARYANN YOUSSEF CATERING SERVICES FOR SENIOR PROM 9/26/2022 275-60-726-5110146074 S 3,68110 238365 09/29/2022 MERCEDES BELTRAN REIMBURSEMENT ARPA SENIOR TRIPS & EVENTS 9/16/22 275-60-726-53370-16074 S 7,00 238366 091291202E MILAGROS P. GOMEZ REIMBURSEMENT--ARPA SENIOR TRIP & EVENTS 9/1612022 275-60-726-53370-16074 S 7.00 DFT0005917 09/22/2022 PERS-RETIREMENT PERS SURVIVOR RETIREMENT 100-00.000.21207-00000 S 178.56 DFT0005918 09/22/2022 PERS»RETIREMENT PERS ADDITIONAL RETIREE SVC CR 100-00-000-21206-00000 S 148.67 DFT0005919 09122/2022 HERS -RETIREMENT PERS REDEPOSIT 100-00-000-21206-00000 S 21,79 DFF0005920 09/22/2022 PERS-RETIREMENT PERSSWORN- 344 100-00-000-21206-00000 $ 14,399,01 DFT0005921 091221202E PERS-RETIREMENT PERS MISC 350 100-00-000-21206-00000 S 16,291.77 DFT0005922 0912212022 PERS-RETIREMENT PERS SWORN 351 100-00-000-21206-00000 S 11,534.98 DFT0005923 09/22/2022 PERS-RETIREMENT PERS MISC 352 100-00-000-21206-00000 S 7,561.95 DFT0005924 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' BLUESIDELD HEALTH INSURANCE 100-00-000-21210-00000 S 6,940,85 DFT0005925 39/3012022 CALIFORNIA PUBLIC EMPLOYEES' ANTHEM SELECT HEALTH INSURANCE 100-00-000-21210-00000 S 2,232,39 DF-1'0005926 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' ANTHEM TRADITIONAL HEALTH INSURANCE 100-00-000-21210�00000 S 467.79 DFT0005927 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' KAISER HEALTH INSURANCE 100-00.000-21210-00000 S 30,765.46 D170005928 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' HEALTH NET SALUD Y MAS LIEALTH INSURANCE 100-00-000-21210-00000 S 1,159.70 DFT0005929 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' HEALTH NET SMART CARE HEALTH INSURANCE 100-00-000-21210-00000 $ 764,96 DFT0005930 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' PORAC - POLICE ONLY HEALTH INSURANCE 100-00-000-21210-00000 S 1,722.00 DFT0005931 09130/2022 CALIFORNIA PUBLIC EMPLOYEES' UNITED HEALTH CARE HEALTH INSURANCE 100-00.000-21210-00000 S 1,331.82 DFF0005932 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' RETRO HEALTH INSURANCE PREMIUM 100-00-000-21210-00000 S 44.78 DFT0005933 09130/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS GOLD HEALTH INSURANCE 100-00-000-21210-00000 S 1,799,91 DFT0005934 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' PERS PLATINUM HEALTH INSURANCE 100-00-000-21210-00000 S 1,554,07 DF170005935 091221202E STATE DISBURSEMENT SDU - CHILD SUPPORT 100-00-000.21225.00000 S 2,934.44 DFT0005936 09122/2022 STATE DISBURSEMENT SDU - CHILD SUPPORT 100-00-000-21225-00000 S 617.08 DFT0005937 09/22/2022 STATE DISBURSEMENT SDU - CHILD SUPPORT 100-00-000-21225-00000 S 415.38 ➢FT0005945 09/22/2022 PERS-RETIREMENT PERS SWORN CITY PAID -PEPRA 100-00-000-21256-00000 S 14,155,30 DF F0005946 09/2212022 PERS-RETIREMENT PERS SWORN ER REG PAY 100-00-000-21256-00000 S 30,439,96 DFI'0005947 09122/2022 PERS-RETIREMENT P-I' PERS MISC CITY PAID 100-00-000-21256-00000 S 912.37 DFF0005948 09122/2022 PERS-RETIREMENT PERS MISC CITY PAID 100-00.000-21256-00000 S 23,290.92 DFT0005949 09/22/2022 PERS-RETIREMENT PERS MISC CITY PAID - PEPRA 100-00-000-21256-00000 S 13,309.01 ➢FT0005950 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' BLUESHIELD HEALTH INSURANCE 100-00-000-21210-00000 S 389,94 DFT0005951 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' KAISER HEALTH INSURANCE 100-00-000-21210-00000 S 10,844.78 DFT0005952 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' HEALTH NET SALUD Y MAS HEALTH INSURANCE 100-00-000.21210-00000 S 1,066.90 DFT0005953 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' ANTHEM SELECT 100-00-000-21210-00000 S 311.76 DF t0005954 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' UNITED HEALTHCARE 11EALTH INSURANCE 100-00-000-21210-00000 S 675.00 DFF0005955 09130/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS GOLD HEALTH INSURANCE 100-00-000-21210-00000 $ 962.78 DFI'0005956 091301202E CALIFORNIA PUBLIC EMPLOYEES' PERS PLATINUM HEALTII INSURANCE; 100-00-000-21210.00000 S 431.69 DFT0005961 0912212022 STATE DISBURSEMENT EXPERTPAY ONE TIME REGISTRATION FEE 100-20-210-53330-00000 S 2.50 DFT0005964 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS GOLD HEALTH INSURANCE 100-00-000-21210-00000 S 575.56 DFF0005965 0913012022 CALIFORNIA PUBLIC EMPLOYEES' BLUESFIIELD HEALTH INSURANCE 100-00-000-21210-00000 $ 7,330.79 DFT0005966 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' UNITED HEALTHCARE HEALTH INSURANCE 100-00-000-21210-00000 S 675.00 DFT0005967 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' ANTHEM SELECT 100-00.000.21210-00000 S 311.76 D170005969 0913012022 CALIFORNIA PUBLIC EMPLOYEES' HEALTH NET SALUD Y MAS HEALTH INSURANCE 100-00-000-21210-00000 S 1,066.90 DFI'0005969 09/3012022 CALIFORNIA PUBLIC EMPLOYEES' KAISER HEALTH INSURANCE 100-00-000-21210-00000 S 10,169.78 Page 8 of 9 Payment Number Payment Date Vendor Name Description (Item) DF I'0005970 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' BLUESHIELD HEALTH INSURANCE DFT0005971 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS PLATINUM HEALTH INSURANCE. DF Y0005972 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS COLD HEALTII INSURANCE DFT0005973 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS. GOLD HEALTH INSURANCE DFT0005974 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' PORAC - POLICE ONLY HEALTH INSURANCE DF70005975 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' HEALTH NET SMART CARE HEALTH INSURANCE DPT0005976 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' HEALTH NET SALUD Y MAS HEALTH INSURANCE DFF0005977 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' KAISER HEALTH INSURANCE DFI'0005978 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' ANTHEM TRADITIONAL HEALTH INSURANCE DFT0005979 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' ANTHEM SELECT HEALTH INSURANCE DF]'0005980 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' UNITED HEALTH CARE HEALTH INSURANCE DFI-0005981 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' PERS PLATINUM IIEALTH INSURANCE DF F0005982 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' RETIRED PREMIUM DFT0005983 09/30/2022 CALIFORNIA PUBLIC EMPLOYEES' ACTIVE & RETRED ADMIN PEE Account Number Amount 100-00-000-21210-00000 S 389.94 100-00-000-21210-00000 S 1,554.07 100-00-000-21210.00000 S 962.78 100-00-000-21210-00000 S 1,799.91 100-00-000-21210-00000 S 1,722,00 100-00-000-21210-00000 S 764,96 100-00-000-21210-00000 S 1,159.70 100-00-000-21210-00000 S 33,730.04 100-00-000-21210-00000 S 467.79 100-00-000-21210-00000 5 2,232.39 100-00-000-21210-00000 S 1,331.82 100-00-000-21210.00000 S 431.69 1 00.25-299-50223 -00000 S 20,264.00 100-25-299-50220-00000 S 752,60 Grand Total: S 864,044.33 Page 9 of 9 TO: Honorable Mayor and Members of the City Council HUROF rH, FROM: Rose Tam, Director of SAWtABRIEL, ' m DATE: October 19, 2022 JIAT4',w SUBJECT: Treasurer's Report — August 2022 SUMMARY Attached is the Treasurer's Report for the month of August 2022. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that Council receive and file the Treasurer's Report for August 2022. FISCAL IMPACT None jaiTegget-ge City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. 10 • •• .. - ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 813112022 ESTIMATED INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund JLAIF) City -Including Genera) Fund & all other Special Revenue Funds 1.276% Varies Varies $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890,22 Housing Authority 1.276% Varies Varies 14,160,89 14,160.89 14,160.89 14,160.89 29,975,051A1 29,976,051.11 29,976,051.11 29,976,051,11 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds jTrustiDebt Service Fund) Varies Varies Varies 6,730,769,38 6,730,769.38 6,730,769.38 6,730,759.38 Fiscal Agent Funds -Successor Agency iTrust]Debt Service Fund) Varies Varies Varies 868,196.62 868,196.62 868,196.62 868,196,62 7,598,956.00 7,598,956.00 7,698,966,00 7,598,956.00 37,574,007.11 $ 37,674,007.11 37,574,007.11 $ 37,674,007.11 Total Investments $ 37,574,007.11 Cash with Bank of the West City Checking {Generals 28,265,612.23 Money Market Plus 42,83&43 City Miscellaneous Cash (WIG, F11R) 827,337.96 Successor Agency 570,346.65 Housing Authority 879,604,60 Total Cash with Bank of the West 30,675,636.77 Investment Brokerage Capital Reserves (DNdend Option Cash) 258,181.61 Total Cash and Investments $ 68,407,825.49 In accordance with AB X126,the Community Development Commission Is dissolved effective January 31, 201Z The successor agency name is "The City of Baldwin Parkas Successor Agency to the Community Development Commission of the City of Baldwin Park". There was no investment maturity/purchase transactions made for the month of August 2022 and several depositstwithdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 536416 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: "R /01�11 117 lzosrt'am, Director of Finance ITEM NO. 3 Honorable Mayor and Members of the City Council Enrique C. Zaldivar, Chief Executive Officer Rose Tam, Director of Finance October 19, 2022 SUBJECT: City Financial Assistance for Baldwin Park Unified School District (BPUSD) Student Field Trips -American Rescue Plan Act (ARPA) Funds — Operating Agreement in the form of a Memorandum of Agreement (MOA) SUMMARY At their meeting of April 20, 2022, the City Council approved the allocation of $120,000 of City ARPA Funds to be utilized in providing financial assistance to BPUSD schools to help enable more students to participate in existing or new educational field trips provided by the District. Staff from both the City and BPUSD have drafted an operating agreement for the criteria and provisions to be followed in the disbursement and the availability of the funds. RECOMMENDATION Staff recommends that the City Council: 1. Approve the Operating Agreement as a Memorandum of Agreement (MOA) between the City and BPUSD for the Financial Assistance for Student Field Trips; and 2. Authorize the Mayor to Execute the Agreement; and 3. Authorize the Director of Finance to appropriate $120,000 of ARPA Funds for this MOA; and 4. Authorize the Chief Executive Officer to make any technical adjustments necessary within to carry out the intent of the City Council; and 5. Transmit the MOA to the BPUSD Board for their approval. FISCAL IMPACT The $120,000 will be funded by the American Rescue Plan Act (ARPA) Fund - Community Assistance set -aside under the Revenue Replacement Category. Funds must be committed by December 31, 2024 and are available for use until December 31, 2026. There is no impact to the General Fund. BACKGROUND City Council had approved the allocation of $120,000 of City ARPA Funds for the Field Trips Financial Assistance Program, to be implemented in partnership with BPUSD. This Staff Report presents for City Council approval the operating agreement to effectuate the Financial Assistance Program. DISCUSSION In recognition of the value that educational field trips provide for students in inspiring and motivating them to achieve success in their educational and life endeavors, and the unfortunate financial challenge that many families in our City face in being able to afford to participate in such field trip experiences, the City Council originally considered appropriating $60,000 for this purpose, but reconsidered and doubled the amount to $120,000 to augment the positive impact this funding will have. City Council directed Staff to develop an operating agreement jointly with BPUSD Staff that would then be presented to both the City Council and the BPUSD Board of Education for approval. In providing Staff with direction, City Council requested that the eligibility criteria for students to receive this funding would not be based solely on academic achievement; that it should provide access to the opportunity of a field trip to as many students as possible, irrespective of their academic standing. Academic- neutral criteria for eligibility were developed and included in the agreement. Establishing and implementing a field trip within BPUSD is a result of many factors, including the initiative of the administration and teachers of each of the schools; the fund-raising efforts of students and parents, and the logistical complexity of the field trip itself. For the more complex field trips like a visit to Sacramento or Washington DC, BPUSD would retain a third -party planner entity to organize the trips. The contractual relationship per the agreement will be between the City and BPUSD, with third parties having a direct agreement with BPUSD. In order to provide flexibility and adapt to how actual field trips will develop and materialize in the course of the next four school years, the agreement contemplates three different options of field trips that would be eligible for funding under the agreement. a. Option #1 — More Students Attending Existing School Field Trips i. Support schools so more students can attend existing fieldtrips. ii. Allocate funds proportionally to each school based on student enrollment. b. Option #2 — Additional School -Level Field Trips Offered at Each Site i. Support schools by offering new fieldtrips that have not occurred in the past. ii. Allocate funds proportionally to each school based on student enrollment. c. Option #3 — New District -Level Field Trips Offered Centrally i. Organize district -wide special excursion field trips. ii. Allocate an assigned number of spots for each school, based on the levels, elementary, middle, or high school. iii. Individual students would complete an application process. iv. The selection process would be based on a rubric. The Agreement provides for the City to advance a $15,000 start-up payment that will serve as a revolving fund for BPUSD to defray costs until reimbursement payment is remitted by the City. ALTERNATIVES City Council may decide not to approve this Staff Report. LEGAL REVIEW City Attorney has reviewed the MOA and the Staff Report. ATTACHMENT 1. Memorandum of Agreement (MOA) between City of Baldwin Park and the Baldwin Park Unified School District- City Financial Assistance for Educational Field Trips. City of Baldwin Park and Baldwin Park Unified School District Agreement Field Trip Financial Assistance Program using American Rescue Plan Act (ARPA) October 2022 EXHIBIT A Procedures for the Distribution of Funds and the Organization of Field Trips Overview of Program The Baldwin Park Unified School District (BPUSD) and the City of Baldwin Park (City) enter this Memorandum of Agreement (MOA) regarding Student Study Trips (field trips) effective October 26, 2022, through December 31, 2026. At the April 20, 2022 City Council Meeting, the council voted to appropriate $120,000 of ARPA funds to the BPUSD to offer field trips. The intent of the funding is to provide additional opportunities above and beyond the base number of field trips previously offered by BPUSD so as to increase student access to these engaging learning experiences. A. Procedures for Release of Funds 1. Funds will be authorized on a case by case basis (field trip by field trip). 2. BPUSD will request of the City via a memorandum a funding level for the field trip of interest. For existing field trips that will include more students, BPUSD may request an amount not to exceed 50% of the total cost of the trip. For new field trips (non-existent in past practice), BPUSD may request up to 100% of the total cost of the trip. 3. BPUSD shall indicate the basis by which the request is being made; specifically, to help defray the cost on behalf of students who would not be able to afford the cost of the trip otherwise. 4. BPUSD shall submit its request to the City at least 30 days prior to the date of the trip taking place. 5. City shall conduct its review and decision in consideration of approval in advance of the trip on a timely basis. 6. City shall provide an advanced allocation of $15,000 to assist with start-up funds for the initial implementation of the field trip program. Thereafter, BPUSD shall front -fund the cost of each field trip and submit documentation for reimbursement. 7. BPUSD shall submit basic documentation to attest to the fact that the field trip has taken place and submit an invoice, with applicable receipts, for the amount granted. 8. City shall transmit the Funds on a reimbursement basis, and the amount shall be that for which approval was granted in advance. 9. Memorandum for Reimbursement shall be signed by the BPUSD Superintendent or designee and shall be addressed to the City Chief Executive Officer, with copy to the City Director of Finance. 10. City shall make funds available until the amount authorized by the City Council has been exhausted ($120,000) or until December 31, 2026, whichever occurs earlier. B. Organization of Field Trips 1. BPUSD will have the authority to select field trips that meet instructional needs and align with BPUSD goals and objectives. 2. BPUSD will determine which schools, grade levels, programs, and/or individuals are selected to participate in applicable field trips. 3. BPUSD will ensure that the field trips receiving City funding are designed to provide access to a larger number of students or are initiated to create more opportunities that students would not usually get in a typical school year. 4. All field trips will be conducted according to the BPUSD Student Study Trip guidelines, procedures, and documentation. 5. In the event that BPUSD contracts with a third party entity to organize any field trips, the City shall not be a party to said contract. 6. Methods for ensuring expansion of field trip access might include, but are not limited to, one or more of the following approaches/options: a. Option #1— More Students Attending Existing School Field Trips i. Support schools so more students can attend existing fieldtrips. ii. Allocate funds proportionally to each school based on student enrollment. b. Option #2 — Additional School -Level Field Trips Offered at Each Site i. Support schools by offering new fieldtrips that have not occurred in the past. ii. Allocate funds proportionally to each school based on student enrollment. c. Option #3 — New District -Level Field Trips Offered Centrally i. Organize district -wide special excursion field trips. ii. Allocate an assigned number of spots for each school, based on the levels, elementary, middle, or high school. iii. Individual students would complete an application process. iv. The selection process would be based on a rubric City ARPA Funds must be committed by December 31, 2024 and must be utilized by December 31, 2026. The execution of this agreement will represent the commitment of the funds. 2 MEMORANDUM OF AGREEMENT BETWEEN CITY OF BALDWIN PARK AND BALDWIN PARK UNIFIED SCHOOL DISTRICT REGARDING Baldwin Park City Financial Assistance for Baldwin Park Unified School District Student Field Trips: American Rescue Plan Act (ARPA) Community Fund October 26, 2022 PURPOSE: The purpose of this Memorandum of Agreement (hereafter referred to as "MOX) is to enter into an agreement between the Baldwin Park Unified School District (hereafter referred to as "BPUSD") and the City of Baldwin Park, a public body, corporate and politic ("City"). This MOA is entered into in a spirit of cooperation by the signatory agencies in order to maximize utilization of resources in serving the citizens of City and the children of the BPUSD. It is understood that the development, implementation and ultimate success of this MOA requires mutual trust and teamwork between agencies working together to accomplish common goals. The intent of this MOA is to establish the partial funding for BPUSD field trips and a procedure for implementing the transfer and accounting of funds exchanged between BPUSD and the City. 2. PARTIES: a. The Parties to this MOA are: n Baldwin Park Unified School District 3699 Holly Street Baldwin Park, CA 91706 Attn: Froilan N. Mendoza, Ed.D. Superintendent of Schools (626) 962-3311 City of Baldwin Park 14403 E. Pacific Avenue Baldwin Park, CA 91706 Attn: Enrique C. Zaldivar, PE Chief Executive Officer (626) 813-5204 3. DURATION OF AGREEMENT: This MOA shall become effective on October 26, 2022. City ARPA Funds must be committed by December 31, 2024 and must be utilized by December 31, 2026, which is the date the ARPA Funds will expire. The execution of this agreement will represent the commitment of the Funds. a. Modification: This MOA may be modified with the approval of both parties, provided both parties sign the revised agreement. A modification request must be presented in writing, 30 days prior to effective date. b. Termination: For non -mandated partnerships, either party may terminate its participation in this MOA without cause by providing 30- day written notice by a nationally recognized overnight delivery service with delivery to, personal service at, or mail to, the addresses in Section 2. The 30 days will begin on the date of personal service, the date placed with the overnight delivery service or the date of mailing as applicable. c. Extension: This MOA may be extended by written agreement between both parties, provided such agreement is signed by both parties prior to the termination date and contains the following: i. A statement of intent to continue the provisions of the MOA; ii. Revised effective and termination dates and iii. Dated signature of the signatory's designee. 4. INDEMNIFICATION: a. The City shall indemnify, defend and hold harmless BPUSD, its officers, agents and employees from all liability, to the extent related to the City's negligent acts, errors, omissions or those of its employees or agents under this agreement. b. BPUSD shall indemnify and hold harmless the City, its officers, agents and employees from all liability, to the extent related to BPUSD negligent acts, errors, omissions or those of its employees or agents under this agreement. 5. PARTNERSHIP PROVISIONS: Both BPUSD and the City have certain rights and responsibilities as outlined below: a. Scope of Services: Both parties agree to perform during the term of this MOA, the task, obligations, and services set forth in the "Scope of Services" attached to and incorporated into this MOA as Exhibit "A". 2 b. Dispute Resolution: All parties shall first attempt to resolve disputes informally. Any party may call a meeting to discuss and resolve disputes. All dispute resolutions must be approved by BPUSD's Superintendent to be binding on the BPUSD. If the dispute is not resolved, it shall be worked on by the Superintendent who will work cooperatively with the City's Chief Executive Officer to resolve the issue. While informal dispute resolution is preferred, it shall not be a condition precedent to filing a lawsuit. c. Governance: BPUSD consists of students, employees and parents and a Board of Directors. Therefore, the governance of BPUSD requires cooperative involvement of all partners. The BPUSD's Executive Leadership shall endeavor to see that all contractual, fiscal and legal provisions are adhered to and that the field trip program remains fully operational as outlined in Exhibit A. The City Executive Leadership shall ensure that their staff provides the funding outlined in Exhibit A and participates as outlined in the Exhibit A. 6. OPERATIONAL PROVISIONS: a. Both parties shall be committed to health and safety requirements and to providing equal access to services by persons with disabilities. b. Both BPUSD and the City will support each other's Mission, Vision and Values. It is understood that each organization has specific performance goals that they are striving to meet and that supporting each other through training and team work will result in increased achievement by all partners. c. All parties agree to adhere to all BPUSD, local, state, and federal laws and regulations related to student study trips, field trips, and this field trip program. 7. INSURANCE AND SUBROGATION: a. Both BPUSD and the City will maintain at least $2,000,000 aggregate General Liability Insurance or be self -insured. Both BPUSD and City, to the extent applicable, will provide proof of insurance to the other. b. Proof of Coverage: The City is self -insured, and will provide adequate evidence of financial viability of such self-insurance coverage and such evidence must be updated annually. c. BPUSD and the City each agree to provide a waiver of subrogation for the other in the event of any property or liability loss or damage caused to BPUSD or the City, by the other. I 8. CONFIDENTIALITY: a. The names of any student who benefits from the field trip program will be confidential. b. All staff of both BPUSD and the City will respect confidentiality of all persons served. 9. RELATIONSHIP OF THE PARTIES: a. Notwithstanding any term(s) or terminology used in this Agreement nothing in this Agreement shall be construed as creating the relationship of employer -employee or establishing any trust, partnership or joint venture arrangement between BPUSD and the City. Nothing in this Agreement shall deprive or otherwise affect the right of either party to conduct business activities which may be competitive with the services to be provided hereunder. b. BPUSD and the City shall each be responsible, respectively, for the assessment, qualifying, hiring, management, compensation and/or termination of employment of their respective employees who may provide any of the services contemplated by this Agreement. Nothing in this Agreement is to be construed to create any co -employment of any BPUSD and/or the City employee by the other. 10. NON-DISCRIMINATION: Both BPUSD and the City agree to comply with all Federal and State statues that prohibit discrimination. The parties certify that all persons employed by and customers served by the BPUSD and the City, or affiliates shall be treated equally without regard to race, religion, ancestry, national origin, sex, age, disability, marital status, political affiliation or beliefs. 11. CODE OF CONDUCT: Both parties agree to uphold each other's code of conduct/ethics and maintain the highest levels of integrity when serving as a representative of their organization. 12. FACILITIES USE: None 13.AUTHORITY: The individuals signing below have the authority to commit the party they represent to the terms of this MOA and its attachments and do so commit by signing. This agreement is not in effect until it is signed by representatives of both BPUSD and The City. 0 SIGNATURES Signature: Date: Printed Name & Title: Froilan N. Mendoza Agency: Baldwin Park Unified School District Address: 3699 N. Holly Ave.. Baldwin Park. CA 91706 Telephone: (626) 962-3311 Signature: Date: Printed Name & Title: Emmanuel J. Estrada, Mayor Agency: City of Baldwin Park Address: 14403 E Pacific Ave. Baldwin Park CA 91706 Telephone: (626) 813-5204 Attachments: Exhibit A Z ITEM NO. 4 , TO: Honorable Mayor and City Council Members o, FROM: Sam Gutierrez, Director of Public Works u saN,�aBRiel b DATE: October 19, 2022 2c+a 01 �, ryy. SUBJECT: Accept Plans and Specifications and Award of Contract for °R�TEDJAW ' the Susan Rubio Zocalo Park and Civic Center Plaza, City Project No. CIP 22-043 SUMMARY The purpose of this staff report is to consider and accept the plans and specifications and authorize an award of contract for the construction of the Susan Rubio Zocalo Park and Civic Center Plaza, City Project No. CIP 22-043 to PCN3, Inc. of Los Alamitos, CA in an amount of $11,030,000.00. This transformative project will renovate existing underutilized street and parking area and create open green space for the construction of a passive park featuring a walkable plaza for public gatherings and City events. The project calls for the grading and relandscaping of approximately 2.75 acres of land fronting City Hall, between Pacific Avenue and Sterling Way including the removal of street right-of-way, as well as, removal and replacement of existing sidewalk, curb and gutter, parkway landscaping, driveway approaches and curb accessible ramps. Construction improvements along the main plaza area, west of Maine Avenue, include a new Pavilion with seating and gathering space, and construction of a new retail building with parking. A pedestrian walkway with new decorative lighting and interpretive art panels will be constructed connecting the plaza along the east and west sides of Maine Avenue and will expand into the main plaza creating a safe and walkable path. Improvements to Maine Avenue include narrowing of thru- traffic lanes, installation of a new pedestrian crossing traffic signal, installation of bike lanes, cold mill and asphalt concrete overlay, park signage and pavement striping. If this item is approved, the project will be incorporated into the City's Capital Improvement Program (CIP) for fiscal year 2022-2023. RECOMMENDATION Staff recommends that the City Council: 1. Accept project plans and specifications and incorporate the project into the City's 2022- 2023 Capital Improvement Program as CIP No. 22-043; and 2. Approve and award the construction contract to PCN3, Inc. of Los Alamitos, CA in the amount of $11,030,000.00; and 3. Approve a Not -to -Exceed amount of $36,000 for the demolition of the existing vacant building at 14349 Pacific Ave; and 4. Approve change order for added design services to the existing agreement with LCDG related to traffic and street improvements required to complete the Construction Documents in the amount of $69,100; and 5. Authorize the Director of Finance to appropriate Measure W Funds to account no. 258-50- 520-58100-55022 in the amount of $1,000,000.00, S131 Funds to account no. 256-50-520- 58100-55022 in the amount of $1,500,000.00, and Quimby Funds to account no. 234-50- 520-58100-55022 in the amount of $1,100,000.00, ARPA Funds to account no. 275-50- 765-58100-55022 in the amount of $1,200,000.00, a loan from Future Development Fund to account no. 200-50-520-58100-55022 in the amount of $1,500,000.00 with interest free that will be paid back from revenue generated through leasing of retail space; and 6. Authorize the Mayor and City Clerk to execute the contract for the Susan Rubio Zocalo Park and Civic Center Plaza Project. FISCAL IMPACT There is no impact to the General Fund. The following table lists the funds available. Additional appropriations from Measure W, SB1, Quimby, APRPA and Future Development Funds will be necessary to meet budget as shown in the tables below: Estimated Construction Costs Amount Construction Contract $ 11,030,000.00 Demolition of Existing Vacant Building $36,000.00 Contingency and Construction Administration, Management and Inspection $ 775,000.00 Total Construction Budget $11,841,000.00 Balance of Approved Funds Amount State of California General Fund Specified Grants Program, Natural Resources $5,541,000.00 Agency, Parks Department, Fund #270 Total Funding $5,541,000.00 Requested Funds Amount Measure W — Fund #258-50-520-58100-55022 $1,000,000.00 Quimby — Fund #234-50-520-58100-55022 $1,100,000.00 S131 — Fund #256-50-520-58100-55022 $1,500,000.00 ARPA — #275-50-765-58100-55022 $1,200,000.00 Future Development — Fund #200-50-520-58100-55022 $1,500,000.00 Total Requested Appropriations $6,300,000.00 BACKGROUND During her tenure as a councilmember in the City of Baldwin Park City Council, Senator Susan Rubio, recognizing the need for the community to have a safe, prominent and accessible open space in which to gather and engage, and offered the idea of a Civic Plaza. In June 2014, with direction from the City Council, design concepts for the proposed Civic Plaza were commissioned from LA Canada Design Group (LCDG) which was at the time the on -call architectural firm. The concept plans were presented to the City Council in a Special Meeting held on September 23, 2014. Subsequently, the City Council approved a Professional Services Agreement (PSA) with LCDG for the development of design documents. On January 21, 2015, an amendment to the PSA was approved by the City Council to expand the initial scope of services to include the preparation of construction documents (bid -ready) with inclusion for retail space, pavilion deck, water feature and a walkway "paseo" connecting the Civic Plaza to Ramona Boulevard on the north side and to City Hall on the east side. As part of the process, LCDG and City Staff conducted several public input meetings in which the project was relatively well received by the community. It was during these community meetings that the Civic Plaza came to be known as the "Zocalo" (which in Mexican Spanish represents a public plaza). The initial set of construction documents were completed by LCDG in June 2015. However, due to the shifting of priorities, the project was set aside, in order to accommodate an Exclusive Negotiating Agreement (ENA) with a developer for the development of single-family homes. Due to this development, the project was never submitted for plan check or permitting. The ENA with the developer eventually failed to materialize and expired. In November 2017, soon after the expiration of the ENA, staff brought the project back to the City Council for consideration, but the project was subsequently shelved due to lack of funding and other priorities. On July 12, 2021, considering the State of California's budget surplus for FY21/22 estimated at over $40B, Governor Newsom, signed Senate Bill 129 (SB 129) known as the Budget Act of 2021 into law. Continuing her advocacy for the Civic Plaza project, Senator Rubio, through SB 129's General Fund Specified Grants program, made funding available to the City in an allocation of $6,000,000 for park funding to be used toward the construction of the Civic Plaza. The allocated funds immediately made the project viable by eliminating its biggest hurdle. On November 17, 2021, the City Council adopted a Resolution, approving the application for Specified Grant Funds and securing a contract with the State of California for the City to receive the funds in the FY 21122 State Budget. In recognition of Senator Rubio's efforts to make the project a reality, the City Council directed staff to present a staff report for consideration to name the Zocalo Park and Civic Center Plaza Project after Senator Susan Rubio. On July 20, 2022, the City Council approved the nomination to name the project as the Susan Rubio Zocalo Park and Civic Center Plaza. DISCUSSION With the initial round of funds at hand, Staff revisited the project to assess the feasibility for moving forward. Staff found, among other items, that the original set of project plans were outdated and had to be updated to meet the current Building Code standards. Also, the plans were never submitted for plan check to the City's Building Department nor were they submitted for third -party agency plan check as well. Additionally, the project lacked CEQA (California Environmental Quality Act) environmental review which is a grant requirement. These circumstances prompted staff to reach out to the original designer of record, LCDG, which was most familiar with the project and therefore best equipped to assist the City to make the necessary adjustments and finalize the construction documents in order to take the project to bid. On December 15, 2021, LCDG presented four alternative options to the City Council to examine various traffic and design layout strategies for Pacific Avenue and Maine Avenue. City Council approved moving forward with the original design (Option 1) for Zocalo Plaza with redesign consideration of water conservative features such as irrigation and the fountain. On February 16, 2022, the City Council awarded a Professional Services Agreement (PSA) to LCDG to finalize the construction documents with the original set to be revised as required by latest code updates and to process several iterations of third -party plan check review submittals. The PSA also tasked LCDG and team to provide a utility survey of the site, including subsurface infrastructure scans and meetings with utility companies. Additionally, a traffic study of the existing conditions, and the projected impact of the design on traffic patterns, was added to the scope. On April 13, 2022, the Public Works Director executed a Task Order for peer review plan check services for the revised Zocalo Plaza Project under the city's current On -Call Consulting Engineering Services Agreement. The Task Order included plan checking services for the submittal of landscaping, civil, and building submittals for the Zocalo Plaza. The on -call design services tasked with plan checking included: RKA Consulting and David Evans and Associates. On April 13, 2022, the Public Works Director also executed a Task Order for the preparation of CEQA review and preparation of the environmental documents for the project, under the City's current on -call consulting services contract. Ultra Systems, Inc. was the consultant selected and the CEQA environmental documents were completed on September 19, 2022, with a final Categorical Exempt (CE) determination. The environmental documents also determined that the vacant property located at 14349 Pacific Ave, that was built in the 1940's, does not retain sufficient historical characteristics to be considered eligible for listing in the National Register of Historic Places or the California Register of Historical Resources. On September 20, 2022, the construction documents were substantially completed and deemed to be bid -ready. To provide flexibility for funding options, the bid was formatted into sections comprised of separate line items for "Base Bid" and "Alternate Bid". This bid format is typically used to assess how much scope can be added or subtracted from the project, but it can also help address fluctuating market conditions to allow the construction budget to be met and contract to be awarded, particularly given the current erratic climate of the construction industry. The project's base bid includes construction work for the East and West (main) Plaza and all-inclusive street improvements along Maine Avenue and Pacific Avenue. The alternate bid includes the retail space, water feature and flower trellises. On September 21, 2022, the City published a notice inviting bids for the project in the San Gabriel Tribune and posted the construction documents on the Planet Bids platform to solicit prospective bidders for the construction of the project. On October 12, 2022, the project bid was publicly opened and a total of one (1) bid was received. PCN3, Inc. of Los Alamitos, CA was the single contractor to submit a bid in response to the notice inviting bids. The total amount of the Base Bid was $8,980,000. The bid submitted has been subsequently checked for errors and determined to be a valid and responsive bid. Staff also verified the appropriateness of the bid and vetted the contractor's references and credentials. Moreover, staff reviewed the base and alternate bid line items for completeness and developed various construction scenarios that met the goals and intent of the project. Considering the use of alternate bid items, Staff is recommending that the project scope focus solely on the construction of the main plaza area including the street improvements along Maine Avenue and Pacific Avenue. This option would eliminate the portion of the plaza adjacent to City Hall east of Maine Avenue in favor of including the construction of the retail building. This approach would allow for the west plaza area to be completed without the necessity to phase the retail building into a future project. Although Staff's recommended option exceeds the available budget, staff has identified potential funding sources that could be appropriated in order to move forward with the project. The identified funding sources are outlined in the fiscal impact section of this Staff Report for Council's Consideration. If approved the work is anticipated to commence in January 2023. LEGAL REVIEW None Required. ALTERNATIVES In addition to Staff's recommended option, the City Council may also consider any of the following alternatives: 1. Award the construction contract per the Base Bid only. This alternative keeps the bid intact as it was noticed without consideration of any of the alternate bid line items. The project will include construction of the main plaza, east plaza and street improvements and will not include the retail space, water feature or flower trellises. The total construction budget required for this alternative is $9,833,100. 2. Award the construction contract for the Base Bid excluding the east plaza improvements. This alternative will include the construction of the main plaza and street improvements and will not include the east plaza adjacent to City Hall, the retail space, water feature or flower trellises. The total estimated construction cost for this alternative is $8,026,350. 3. Provide Staff with alternate direction. ENVIRONMENTAL REVIEW The subject project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to a Class 32 (Section 15332, In -Fill Development), for meeting the five conditions set forth under section 15332, which include: the project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designations and regulations under sub section, the proposed development occurs within the city limits on a project site of no more than five acres substantially surrounded by urban uses, the project site has no value, as habitat for endangered, rare of threatened species, and the approval of project will not result in any significant effects relating to traffic, noise, air quality, or water quality. In addition, none of the exceptions to categorical exemptions set for in CEQA guidelines Section 15300.2 apply to the proposed project. ATTACHMENTS 1. Contract agreement with PCN3 Inc. Section C CONTRACT DOCUMENTS CONTRACT SERVICE AGREEMENT FOR SUSAN RUBIO ZOCALO PARK AND CIVIC CENTER PLAZA THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), into this day of , 2022 by and between the PARK, a municipal corporation, (herein "City") and "Contractor"). The parties hereto agree as follows: RECITALS > made and entered CITY OF BALDWIN (herein A. City requires removal, replacement, installation, and construction of new retail building, pavilion, and site work such as asphalt pavement, curb and gutter, sidewalk, curb ramp, detectable warning surface, landscaping and Irrigation, sign and post, site furniture, traffic safety improvements, traffic control, traffic striping, signage, marking and curb painting, utilities, wayfinding signs. Contractor has represented to City that Contractor is qualified to perform said services and has submitted a proposal to City for same. B. City desires to have Contractor perform said services on the terms and conditions set forth herein. NOW, THEREFORE, based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows: 1. SERVICES OF CONTRACTOR 1.1 Scope of Services — In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Special and Technical Provisions, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. 1.2 Documents Included in Contract — This contract consists of the Notice Inviting Bids and Instructions to Bidders, Bid Documents, Proposal Schedule, Bid Bond (Bidder's Guarantee), Designation of Sub -contractors, Statement of Non -collusion by Contractor, Certification of Principal, Supplemental Information, Specifications, Plans, this Contract Services Agreement, Faithful Performance Bond, Labor and Materials Bond, Warranty Bond, Guarantee, Tax Identification Form, Workers' Compensation Certification, and any and all schedules and attachments to it which are incorporated as if fully set forth herein. In the event of an inconsistency, this Agreement shall govern. 1.3 Compliance with Law — All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees, and Assessments — Contractor 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. Contractor 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 Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. Contractor shall be responsible for all sub -contractors' compliance with this Section. 1.5 Familiarity with Work — By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor 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 Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work — The Contractor 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. 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. Contractor shall require all sub- contractors to comply with the provisions of this agreement. 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 change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty-five percent (25%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less 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 Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore. 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 "A through C" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "A through C" and any other provisions of this Agreement, the provisions of Exhibit "A through C" shall govern. 1.10 Prevailing Wages Laws — In accordance with Labor Code Section 1770 et seq., the director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the office of the City Clerk and is hereby incorporated in this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices. 2. COMPENSATION 2.1 Contract Sum — For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amountof ($ ) (herein "Contract Sum"), except as provided in Section 1.8. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Progress Payments - Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 7.3 of this Agreement for retention of funds. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence —Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance — Contractor 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 "A", if any, and incorporated herein by this reference. When requested by the Contractor, the Contract Officer may approve extensions to the time period(s) specified in the Schedule of Performance in writing. 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 Contractor, 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 Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for 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. 3.4 Term — Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. 4. COORDINATION OF WORK 4.1 Representative of Contractor — The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: 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 Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer — The Contract Officer shall be such person as may be designated by the City Manager or City Engineer. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Assignment — The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City. 4.4 Independent Contractor — Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its sub -contractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, sub -contractors, servants, representatives, or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its sub -contractors, 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 Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor. 4.5 Identity of Persons Performing Work — Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 Utility Relocation — City is responsible for removal, relocation, or protection of existing main or trunk line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities. 4.7 Trenches or Excavations — Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply. Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract. b. City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1.8 of this Agreement. c. That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance — The Contractor 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: Coverage (Check if applicable) Minimum Limits Comprehensive General Liability Insurance $1,000,000 per occurrence W (including premises and operations) combined single limit Contractual Liability Insurance Products Liability $1,000,000 limit () Insurance Comprehensive Automobile Liability Insurance $1,000,000 per occurrence W (includes owned, non -owned, and hired combined single limit automobile hazard Professional Liability Insurance (providing for a $1,000,000 limit () one- y e a r discovery period) Workers' Compensation/Employers' Statutory $1,000,000 per (X) Liability Insurance occurrence CONDITIONS: In accordance with Public Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of "A" minus or better. This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the City Engineer, City of Baldwin Park, 14403 East Pacific Avenue, Baldwin Park, California 91706. Any insurance maintained by the City of Baldwin Park shall apply in excess of and not combined with insurance provided by this policy. The City of Baldwin Park, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds. Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements, is indeed authorized to do so by the insurance company. If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its sub -contractor's performance of the work covered under this agreement. Each contract between the Contractor and any sub -contractor shall require the sub- contractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification — Contractor shall indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, sub- contractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities or portion of such claims or liabilities arising or alleged to arise from the negligence or willful misconduct of the City, its officers, agents or employees, and in connection therewith: Contractor 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; Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', sub -contractors', or invitees') negligent performance of or failure to perform such work, operations or activities hereunder; and Contractor 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 Contractor for such damages or other claims arising or alleged to arise out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall 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 for counsel acceptable to City. Contractor's duty to defend and indemnify as set out in this Section 5.2 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter -Cologne Water Quality Control Act, as any of those statutes may be amended from time to time. The Contractor's indemnification obligations pursuant to this Section 5.2 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all sub -contractors. 5.3 Labor and Materials, Performance and Warranty Bonds — Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond, a performance bond and a warranty bond, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds 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 bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety — Insurance or bonds 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 due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 5.5 Substitution of Securities — Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under the contract for the work to be performed will be permitted at the request and expense of the successful bidder. 6. RECORDS AND REPORTS 6.1 Reports — Contractor 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. Contractor 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, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records — Contractor shall keep, and require sub -contractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. 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. 6.3 Ownership of Documents — All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, sub -contractors 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 Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All sub -contractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 7. ENFORCEMENT OF AGREEMENT 7.1 California Law — This Agreement shall be construed and interpreted 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 appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes — In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 7.2 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 7.3 Retention of Funds — Progress payments shall be made in accordance with the provisions of Section 2.2 of this agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder. 7.4 Waiver — No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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. 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, 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. 7.7 Liquidated Damages — 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 Contractor and its sureties shall be liable for and shall pay to the City liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in subsection 6-9 of the Standard Specifications and the provisions of the Contract Specifications. In addition, liquidated damages may be assessed for failure to comply with the emergency call out requirements described in the scope of services. The City may withhold from any moneys payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination for Default of Contractor — If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and 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 Contractor 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 Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated. 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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Conflict of Interest — The Contractor 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 — Contractor 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, marital status, national origin, or ancestry in the performance of this Agreement. To the extent required by law, contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9. MISCELLANEOUS PROVISIONS 9.1 Notice - 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 shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first-class mail, return receipt requested, addressed as follows: To City: City of Baldwin Park 14403 East Pacific Avenue Baldwin Park, California 91706 Attention: City Engineer To Contractor: 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 Integration; Amendment — 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 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. 9.5 Hiring of Undocumented Workers Prohibited — Contractor shall not hire or employ any person to perform work within the City of Baldwin Park or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. 9.6 Unfair Business Practices Claims — In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or sub -contractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Section 7103.5, California Public Contract Code.) 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) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 9.8 Legal Responsibilities — The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor their officers, agents, or employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section. 9.9 Termination for Convenience — The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation: The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received bycontractor. 2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on -site construction office for supervising the mover -off. 3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments. 4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications, which were a part of the Agreement. The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums or other documents, which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CONTRACTOR: By:_ Signature: Title: By: (Print Name) _ Signature: _ Title: Address: Address: CITY OF BALDWIN PARK, a municipal corporation M Emmanuel J. Estrada, MAYOR City Clerk City Attorney TO: Honorable Mayor and City Council members FROM: Sam Gutierrez, Director of Public Works DATE: October 19, 2022 SUBJECT: Approve Plans, Specifications and Authorize the Award of Contract to Yunex Traffic LLC, for City Project No. CIP 21- 197, Citywide Traffic Signal Battery Backup Systems (BBS) This item will accept plans and specifications for the project and authorize the award of a construction contract with Yunex LLC (dba Yunex Traffic), in an amount of $292,500 for the Citywide Traffic Signal Battery Backup Systems (BBS) Project. The project consists of installing 28 Battery Backup Systems (BBS) at selected signalized intersections to enhance and maintain traffic signal operations during power interruption events. RECOMMENDATION Staff recommends that the City Council: 1. Accept project plans and specifications for City Project No. CIP 21-197; and 2. Approve and award the construction contract to Yunex LLC (dba Yunex Traffic) of Riverside, CA in the amount of $292,500; and 3. Authorize the Director of Finance to appropriate Proposition C funds in the amount of $137,771.75 to account no. 245-50-520-58100-55000; and 4. Authorize the Mayor and City Clerk to execute the contract with Yunex LLC (dba Yunex Traffic), for the installation of 28 traffic signal Battery Backup Systems. FISCAL IMPACT There is no impact to the General Fund. The project is listed in FY2021-22 Capital Improvement Program (CIP) and will be carried over to the FY2022-23 CIP. The following table lists the funds available for CIP21-197: Funds Available Amount CIP21-197 Landscape and Lighting Maintenance District LLMD — Acct. #251- $183,978.25 50-520-58100-55000 Appropriate Prop C-$145,158.25 from unappropriated Prop C funds to Acct $137,771.75 #245-50-520-58100-55000 Total Available $321,750.00 Construction Costs Amount Construction Contract Construction Contingency (10%) $292,500.00 $29,250.00 Total Construction Budget $321,750.00 BACKGROUND The City of Baldwin Park's Traffic Signal and Street Lighting system is comprised of 60 traffic signal systems, approximately 430 streetlights, and 19 traffic control safety devices. Maintenance and operations of these systems is handled by the City's Traffic Maintenance Division. Operations include both preventative and routine monthly maintenance, as well as, after -hour response for unscheduled and extraordinary work such as area -wide power outages, accidents, and other situations. Power outages are unpredictable and disrupt normal traffic signal operations which can lead to potential driver confusion. Current practices of responding to power failures are very basic, ranging from `do nothing' to installing portable stop signs. On February 17, 2021, City Council approved a Request for Service (RFS) for design, materials testing and inspection services with the City's on -call consultant Infrastructure Engineers, Inc. (IE). Additionally, $260,000.00 were appropriated from the Landscape Lighting Maintenance District (LLMD) Fund 251 to cover both design and part of construction management. The amount of Purchase Order (PO) is $121,240.00, after design completion the remaining $45,218.25 will be used for construction. DISCUSSION The proposed project consists of twenty-eight (28) Battery Backup Systems (BBS) being installed at priority signalized intersections that do not have power backup systems to stay on in the event of electrical power outages. The systems will stay on for approximately 2-3 hours in normal operation and if power is not restored will go into flash mode for approximately 4-5 hours. This will help prevent traffic gridlock during rolling power outages. This is the first phase of the program with phase two expected to complete an additional 23 BBS on remaining traffic signal controllers. A notice inviting bids for the project was advertised in the San Gabriel Tribune as well as on the City's website bid portal. On September 8, 2022, a total of Three (3) bids were received and checked for errors, and all were determined to be valid. The following is a summary of the bids received: ........ .in I�'Bwilw A�cti�t 1 Yunex Traffic Riverside, CA $292,500.00 2 Crosstown Electrical & Data, Inc. Irwindale, CA $306,970.00 3 Select Electric, Inc. Vista, CA $310,311.00 The lowest responsive and responsible bid was from Yunex LLC (dba Yunex Traffic) of Riverside, California. Staff has checked and verified references and recommends that the City Council move forward with the award of contract for this project. If approved the work is anticipated to commence in November 2022. LEGAL REVIEW None Required ALTERNATIVES 1. The City Council may choose not to award a construction contract, reject all bids and re -bid the project. This action is not recommended as re -bidding the project will delay the work and may result in increased costs. 2. Provide Staff with alternate direction. ENVIRONMENTAL REVIEW The subject project is exempt from the California Environmental Quality Act (CEQA) pursuant to a Class 1 (Section 15201, Existing Facilities), subsection (c) exemption, which includes the replacement and or the installation of battery backup systems at existing traffic signal locations. The key consideration for a Class 1 exemption is whether the project involves negligible or no expansion of an existing use. ATTACHMENTS 1. Plans and Specifications (copy held at the City Clerk's office and available upon request) 2. Construction Contract Attachment 1 ► �i i k ►'r `I INSTRUCTIONS TO BIDDERS AND Bilk DOCUMENTS CONTRACT DOCUMENTS AND SPECIFICATIONS FOR CITY PROJECT CIP NO- 1�1 r City Wide Traffic Signal Battery Backup System Phase 1 for Twenty -Eight ) Intersections PREPARED Y % *w", A N FR ASTR U CTU RM @nksteuctu r ng ,jneefs Projeo Na1020.1 These Specifications have been prepared under the supervision of, e mfr Far hani, P.E. T°.E Date 81[ PENING° September 1, 2022 Sam Cut rre ' torte nrksDirector �_. _" Section C CONTRACT DOCUMENTS CONTRACT SERVICE AGREEMENT FOR CITY PROJECT CIP NO.21-197 City -Wide Traffic Signal Battery Backup System Phase 1 for Twenty -Eight (28) Intersections THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), into this day of , 2022 by and between the PARK, a municipal corporation, (herein "City") and "Contractor"). The parties hereto agree as follows: RF(';ITAI R is made and entered CITY OF BALDWIN (herein A. City requires curb and gutter, sidewalk, curb ramp, detectable warning surface, traffic signal system, traffic control, construction survey and staking, and traffic striping, signage, marking and curb painting. Contractor has represented to City that Contractor is qualified to perform said services and has submitted a proposal to City for same. B. City desires to have Contractor perform said services on the terms and conditions set forth herein. NOW, THEREFORE, based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows: 1 . SERVICES OF CONTRACTOR 1.1 Scope of Services — In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Special and Technical Provisions, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. 1.2 Documents Included in Contract — This contract consists of the Notice Inviting Bids and Instructions to Bidders, Bid Documents, Proposal Schedule, Bid Bond (Bidder's Guarantee), Designation of Sub -contractors, Statement of Non -collusion by Contractor, Certification of Principal, Supplemental Information, Specifications, Plans, this Contract Services Agreement, Faithful Performance Bond, Labor and Materials Bond, Warranty Bond, Guarantee, Tax Identification Form, Workers' Compensation Certification, and any and all schedules and attachments to it which are incorporated as if fully set forth herein. In the event of an inconsistency, this Agreement shall govern. 1.3 Compliance with Law — All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. C-1 1.4 Licenses, Permits, Fees, and Assessments — Contractor 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. Contractor 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 Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. Contractor shall be responsible for all sub -contractors' compliance with this Section. 1.5 Familiarity with Work — By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor 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 Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work — The Contractor 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. 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. Contractor shall require all sub -contractors to comply with the provisions of this agreement. 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 change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty-five percent (25%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less 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 Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation, therefore. 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 "A and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "A" and any other provisions of this Agreement, the provisions of Exhibit "A" through shall govern. C-2 1.10 Prevailing Wages Laws — In accordance with Labor Code Section 1770 et seq., the director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the office of the City Clerk and is hereby incorporated in this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices. COMPENSATION 2.1 Contract Sum — For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of ($ ) (herein "Contract Sum"), except as provided in Section 1.8. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. 2.2 Progress Payments - Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 7.3 of this Agreement for retention of funds. PERFORMANCE SCHEDULE 3.1 Time of Essence —Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance — Contractor 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 "A", if any, and incorporated herein by this reference. When requested by the Contractor, the Contract Officer may approve extensions to the time period(s) specified in the Schedule of Performance in writing. 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 Contractor, 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 Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for 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 C-3 conclusive upon the parties to this Agreement. 3.4 Term — Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. 4. COORDINATION OF WORK 4.1 Representative of Contractor — The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: 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 Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced, nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer — The Contract Officer shall be such person as may be designated by the City Manager or City Engineer. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Assignment — The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City. 4.4 Independent Contractor — Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its sub -contractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, sub -contractors, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at C-4 any time or in any manner represent that it or any of its sub -contractors, 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 Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor. 4.5 Identity of Persons Performing Work — Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 Utility Relocation — City is responsible for removal, relocation, or protection of existing main or trunk line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities. 4.7 Trenches or Excavations — Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply. a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract. b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1.8 of this Agreement. c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties. M 5. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance — The Contractor 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: Coverage (Check if applicable) Minimum Limits Comprehensive General Liability Insurance $1,000,000 per occurrence N (including premises and operations) combined single limit Contractual Liability Insurance Products Liability $1,000,000 limit N Insurance Comprehensive Automobile Liability Insurance $1,000,000 per occurrence N (includes owned, non -owned, and hired combined single limit automobile hazard Professional Liability Insurance (providing for a $1,000,000 limit () one year discovery period) Workers' Compensation/Employers' Statutory $1,000,000 per (X) Liability Insurance occurrence CONDITIONS: In accordance with Public Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted doing business in the State of California with a credit rating of "A" minus or better. This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the City Engineer, City of Baldwin Park, 14403 East Pacific Avenue, Baldwin Park, California 91706. Any insurance maintained by the City of Baldwin Park shall apply in excess of and not combined with insurance provided by this policy. The City of Baldwin Park, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds. Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements, is indeed authorized to do so by the insurance company. If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the MR extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its sub -contractor's performance of the work covered under this agreement. Each contract between the Contractor and any sub -contractor shall require the sub- contractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification — Contractor shall indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, sub- contractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities or portion of such claims or liabilities arising or alleged to arise from the negligence or willful misconduct of the City, its officers, agents or employees, and in connection therewith: a) Contractor 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) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out of or in connection with Contractor's (or its agents', employees', sub -contractors', or invitees') negligent performance of or failure to perform such work, operations or activities hereunder; and Contractor 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 Contractor for such damages or other claims arising or alleged to arise out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall 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 for counsel acceptable to City. d) Contractor's duty to defend and indemnify as set out in this Section 5.2 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or C-7 the Porter -Cologne Water Quality Control Act, as any of those statutes may be amended from time to time. The Contractor's indemnification obligations pursuant to this Section 5.2 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all sub -contractors. 5.3 Labor and Materials, Performance and Warranty Bonds — Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond, a performance bond and a warranty bond, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds 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 bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety — Insurance or bonds 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 due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 5.5 Substitution of Securities — Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under the contract for the work to be performed will be permitted at the request and expense of the successful bidder. 6. RECORDS AND REPORTS 6.1 Reports — Contractor 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. Contractor 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, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records — Contractor shall keep, and require sub -contractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. 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. 3 6.3 Ownership of Documents — All drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, sub -contractors 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 Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All sub -contractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 7. ENFORCEMENT OF AGREEMENT 7.1 California Law — This Agreement shall be construed and interpreted 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 appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes — In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 7.2 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 7.3 Retention of Funds — Progress payments shall be made in accordance with the provisions of Section 2.2 of this agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder. W 7.4 Waiver — No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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. 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, 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. 7.7 Liquidated Damages — 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 Contractor and its sureties shall be liable for and shall pay to the City liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in subsection 6-9 of the Standard Specifications and the provisions of the Contract Specifications. In addition, liquidated damages may be assessed for failure to comply with the emergency call out requirements described in the scope of services. The City may withhold from any moneys payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination for Default of Contractor — If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and 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 Contractor 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 Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated. 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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. C-10 8.2 Conflict of Interest — The Contractor 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 — Contractor 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, marital status, national origin, or ancestry in the performance of this Agreement. To the extent required by law, contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 9. MISCELLANEOUS PROVISIONS 9.1 Notice - 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 shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first-class mail, return receipt requested, addressed as follows: To City: City of Baldwin Park 14403 East Pacific Avenue Baldwin Park, California 91706 Attention: City Engineer To Contractor: 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 Integration Amendment — 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 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. 9.5 Hiring of Undocumented Workers Prohibited — Contractor shall not hire or employ any person to perform work within the City of Baldwin Park or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. C-1 1 9.6 Unfair Business Practices Claims — In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or sub -contractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Section 7103.5, California Public Contract Code.) 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) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 9.8 Legal Responsibilities — The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws, ordinances and regulations. Neither the City, nor their officers, agents, or employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section. 9.9 Termination for Convenience — The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation: 1. The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received by contractor. 2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on -site construction office for supervising the mover -off. 3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments. 4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications, which were a part of the Agreement. The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums or other documents, which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement C-12 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CONTRACTOR: In (Print Name) Signature: Signature: Title: Title: Address: Address: ATTEST: No City Clerk (Print Name) CITY OF BALDWIN PARK, a municipal corporation 0 Emmanuel J Estrada, MAYOR APPROVED AS TO FORM: City Attorney C-13 Page 1 of 2 (Use of City Bond Form is required) FAITHFUL PERFORMANCE BOND PUBLIC WORK (CALIFORNIA) KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the Principal and the Obligee have entered into a written contract, hereinafter called the Contract, a copy of which is or may be attached hereto, dated the day of , 2022 referred to and made a part hereof for: Furnish and install Battery Backup System (BBS) Including all required equipment, cables and accessories and all appurtenant work in accordance with specifications for PROJECT CIP NO. 21-197, which agreement requires the Principal to provide Obligee with this bond. NOW THEREFORE, we, as Principal, and , a corporation organized under the laws of , and duly authorized to transact business in the State of California, as Surety, are held firmly bound unto the City of Baldwin Park, as Obligee, in the sum of _ Dollars ($ ), lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of the foregoing obligation is such that if the Principal, his or its heirs, executors, administrators, successors or assigns, and each of his or its sub -contractors shall well and truly perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of said contract, and during the life of any guaranty required under the contract, and shall also well and truly perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of any and all duly authorized modifications of said contract that may hereafter be made, then this obligation shall be void; otherwise it shall be and remain in full force and effect. As part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees, incurred by the oblige in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the agreement or to the work or to the specifications. C-14 Page 2vf2 (Use of City Bond Form is required) IN WITNESS THEREOF, we have hereunto set our hands and seals this- day of ,2022. Principal �� = Seal) APPROVED AS TO FORM: City Attorney Page 1 of 2 (Use of City Bond Form is required) LABOR AND MATERIAL PAYMENT BOND PUBLIC WORK (CALIFORNIA) KNOW ALL MEN BY THESE PRESENTS: WHEREAS, , as Principal, has entered into a contract dated 2022, with the City of Baldwin Park (Obligee) referred to and made a part hereof to perform the following work, to wit: Furnish and install Battery Backup System (BBS) Including all equipment, required cables and accessories and all appurtenant work in accordance with specifications for PROJECT CIP NO. 21-197, which requires Principal to file this bond to secure claims made under Civil Code Section 3082 et seq. NOW THEREFORE, we, , as Principal, and Surety, are contractors, referenced a corporation organized under the laws of and duly authorized to transact business in the State of California, as held firmly bound unto the City of Baldwin Park, as Obligee, and all sub - laborers, material persons and other persons employed in the performance of the agreement, in the sum of Dollars ($ ), lawful money of the United States of America, for the payment whereof well and truly to be made the Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. If the above bounden PRINCIPAL, his or its heirs, executors, administrators, successors, assigns, or any of his or its sub -contractors, fails to pay for any materials, provisions, provender, or other supplies, or teams, implements or machinery, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor to persons named in Section 3181 or the Civil Code, thereon of any kind, or for amounts due under the Unemployment Insurance Code with respect to such work or labor deducted, withheld and paid over to the Employment Development Department from the wages of employees of the contractor and sub -contractors pursuant to Section 13020 of the Unemployment Insurance Code, that the SURETY on this bond will pay the same, in an amount not exceeding the sum specified in this bond, AND ALSO, in case suit is brought upon this bond, a reasonable attorney's fee, which shall be awarded by the court to the prevailing party in said suit, said attorney's fee to be taxed as costs in said suit and to be included in the judgment herein rendered. As part of the obligation secured hereby, the SURETY shall not be exonerated or released from the obligation of the bond by any change, alteration, or modification in or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement or pertaining or relating to the furnishing of labor, materials, or equipment therefor, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme of work of improvement, nor by any rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement, or under the bond, nor, where the bond is given for the benefit of claimants, by any fraud practiced by any person other than the claimant seeking to recover on the bond. C-16 Page 2 of 2 (Use of City Bond Form is required) This bond shall insure to the benefit of any and all persons, companies and corporations entitled to file claims under Civil Code Section 3082 so as to give them a right of action in a suit on this bond. This bond is executed for the purpose of complying with the laws of the State of California designated as Title 15, Chapter 7, Works of Improvement, commencing with Section 3247 of the Civil Code of the State of California and all amendments thereto, and shall inure to the benefit of any of the persons named in Section 3181 of the Civil Code of the State of California. IN WITNESS THEREOF, we have hereunto set our hands and seals this day of , 2022. (Corporate Seal) (Corporate Seal) City Attorney Principal By Title Surety By Title (California Civil Code Sections 3248, 3225) C-1 7 Page 1 of 2 WARRANTY BONDS (Use of City Bond Form is required) PUBLIC WORKS WHEREAS, the City Council of the City of Baldwin Park, State of California, and , (hereinafter designated as "Principal") have entered into a written contract (the "Contract") dated whereby Principal agrees to install and complete Furnishing and installing Battery Backup System (BBS) Including all equipment, required cables and accessories and all appurtenant work in accordance with specifications for PROJECT CIP NO.21-197, which Contract is hereby referred to and made a part hereof; and WHEREAS, said Principal is required under the terms of said Contract to furnish a bond for the guarantee and warranty of the work for a period of one (1) year following the completion and acceptance thereof against any defective work or labor done or defective materials furnished. NOW, THEREFORE, we, the Principal and , a corporation organized under the laws of and duly authorized to transact business in the State of California, as Surety, are held and firmly bound unto the City of Baldwin Park, (hereinafter called "City"), in the penal sum of Dollars, ($ ) lawful money of the United States, which is 50% of the amount of the Contract, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors, executors and administrators, jointly and severally, firmly by these presents. The condition of this obligation is such that if the above bounded principal, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the said Contract and any alteration thereof made as therein provided, on his or their part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorney=s fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. The surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder or the specifications accompanying the same shall in anywise affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the work or to the specifications. C-18 Page 2 of 2 (Use of City Bond Form is required) IN WITNESS THEREOF, we have hereunto set our hands and seals this day of , 2022. Principal By Signature Title Surety Address Phone Number By Signature Title APPROVED AS TO FORM: City Attorney STATE OF CALIFORNIA COUNTY OF Date Date On before me, a Notary Public, personally appeared personally known to me OR 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. WITNESS my hand and official seal. NOTARY PUBLIC C-19 ITEM NO. TO: Honorable Mayor and City Council Members FROM: Sam Gutierrez, Director of Public Works DATE: October 19, 2022 SUBJECT: Accept Plans and Specifications and Award of Bid for City Project No. CIP 21-190 Foster Avenue and Pedestrian Rail Crossing Drainage Improvements SUMMARY This item will accept plans and specifications and authorize the award of a construction contract for the Foster Avenue and Pedestrian Rail Crossing Drainage Improvements, in an amount of $1,054,785.00. This project is listed in the approved Fiscal Year 2021-22 Capital Improvement Program (CIP 21-190) budget. The project consists of installing an underground stormwater capture chamber system that will collect and infiltrate surface water that ponds along Foster Avenue and the Metrolink rail right-of-way during the rainy season. The Project will also include the removal and replacement of existing sidewalk, curb and gutter, parkway landscaping, driveway approaches, curb ramps, and the coldmill and paving of the street segment within the project limits on Foster Avenue from Vineland Avenue to Maine Avenue. RECOMMENDATION Staff recommends that the City Council: 1. Accept Project plans and specifications for City Project #CIP 21-190; and 2. Approve and award the contract to CWS Systems Inc., of Pasadena, CA in the amount of $1,054,785.00; and 3. Authorize the Director of Finance to appropriate Measure W Fund # 258-50-520-58100- 15105 in the amount of $87,284.84; and 4. Authorize the Mayor and City Clerk to execute the contract for CIP 21-190 Foster Avenue and Pedestrian Rail Crossing Drainage Improvements FISCAL IMPACT There is no impact to the General Fund. The following table lists the funds available. Additional appropriations from Measure W will be necessary to meet total estimated project cost as shown below: Estimated Construction Costs Amount Construction Contract $1,054,785.00 Construction Contingency 10% $107,499.84 Total Construction Budget $1,162,284.84 Approved Funds Amount CIP 21-190 Measure M — Fund # 255-50-520-58100-15105 $550,000.00 Measure W— Fund # 258-50-520-58100-15105 $525,000.00 Total Funding $1,075,000.00 Additional Requested Funds Amount Measure W - Fund #258-50-520-58100-15105 $87,284.84 BACKGROUND The City's Rail Crossings Safety Improvements Project consists of the construction and installation of safety improvements along main rail crossings at Merced Avenue, McDevitt Street, Foster Avenue and Pacific Avenue. This segment on the San Bernardino Metrolink line serves 38 weekday passenger trains and 4 weekday freight trains. The crossings are located near businesses, schools, and residential neighborhoods with significant vehicular and pedestrian traffic. The main objective of the project is to improve the overall travel time for trains by reducing the potential for train -automobile and train -pedestrian collisions, thereby improving safety while at the same time reducing delays to passenger rail traffic, freight rail traffic, and motor vehicles and pedestrians traveling through crossings. The improvements will bring the rail crossings up to current SCRRA (Metrolink) grade crossing safety standards and may include among other improvements, new raised median islands, additional warning devices with gate arms and cantilevered flashing signals, improved pavement, curbs, gutters and sidewalks with pedestrian warning devices such as pedestrian gate arms, emergency swing gates, channelization and other enhancements, right-of-way swing gates, signing and striping, and other roadway improvements. These facilities will be built to SCRRA standards with slight design deviations due to the existing site conditions and crossing geometry. As part of the project, SCRRA has requested that certain drainage improvements be made to the Foster Avenue pedestrian crossing which is outside of the project limits and not within SCRRA's right-of-way. Existing conditions are such that during a heavy rain event, stormwater run-off flows onto the rail right-of-way due to overflow when flooding in -and -around the cul-de-sac on both sides of the Foster Avenue exceeds current design capacity. The proposed project aims to alleviate this condition by diverting stormwater away from the rail right-of-way and onto City stormwater capture facilities. DISCUSSION On October 01, 2020, a Task Order for design services for this project was executed under the current On -Call Consulting Engineering Services Agreement. The Task Order included the preparation of a drainage study for the Foster Avenue pedestrian rail crossing and the preparation of Plans, Specifications, and Construction Estimate. On April 29, 2022, the design plans and construction documents were completed, and the project was prepared for advertising. The project consisted of installing a new subdrain connection to the existing storm drain system with curb outlets, trench drains, Green Street elements, street improvements, and any necessary improvements to address the drainage areas of concern at the Foster Avenue and Pedestrian Crossing. On May 2, 2022, CIP 21-190 a notice inviting bids was published on the San Gabriel Valley Tribune and the City's website. On May 24, 2022, three bids were received and publicly read. The apparent lowest bid received for this project was for $1,475,241.00 which significantly exceeded the construction estimate. Public works rejected all bids in July 2022 and worked with the design team to make changes and reduce the scope of the design improvements. Some of the items that were changed include: removal of rain gardens, and reduction in underground chamber system size, which contributed to lower construction quantities for removal and replacement of curb and gutter, sidewalk, driveways, landscaping, and excavations of earthwork and pavement. On August 30, 2022, a total of two bids were received and checked for errors, and all were determined to be valid. The following is a summary of the bids received: No 1 C©ntractor 4 CWS Systems Inca .,-tp!:"n Pasadena, CA T©# iEd.Amp"t:.. $ 1,054,785.00 2 All American Asphalt Corona, CA $ 1,449,310.00 The lowest responsive and responsible bid was from CWS Systems Inc of Pasadena, CA. Staff has checked and verified references and recommends that the City Council move forward with the award of contract with CWS Systems, Inc. for this project. If approved the work is anticipated to commence in late -October 2022. LEGAL REVIEW None Required. ALTERNATIVES 1. The City Council may choose not to award a construction contract, reject all bids, and re -bid the project. This action is not recommended as re -bidding the project will delay the work and may result in increased costs. 2. Provide Staff with alternate direction. ENVIRONMENTAL REVIEW The subject project is exempt from the California Environmental Quality Act (CEQA) pursuant to a Class 1 (Section 15201, Existing Facilities), subsection (c) exemption, which includes the repair, maintenance, and/or minor alteration of existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety) The key consideration for a Class 1 exemption is whether the project involves negligible or no expansion of an existing use. ATTACHMENTS 1. Contract agreement with CWS Systems, Inc. Section C CONTRACT DOCUMENTS CONTRACT SERVICE AGREEMENT FOR PROJECT NO. CIP 21-190 — FOSTER AVENUE & PEDESTRIAN RAIL CROSSING DRAINAGE IMPROVEMENT THIS CONTRACT SERVICES AGREEMENT (herein "Agreement"), is made and entered into this 19th day of October , 2022 by and between the CITY OF BALDWIN PARK, a municipal corporation, (herein "City") and CWS Systems Inc. (herein "Contractor"). The parties hereto agree as follows: RECITALS A. The City requires asphalt concrete pavement, curbs anchor gutters, sidewalks, curb ramps, cross -gutters, driveways, construction of rain gardens, landscape & irrigation, installation of a storm chamber system, installation of a dry well system, construction surveying & staking, adjusting utility covers to finished grade, traffic striping, signage, marking and curb painting. Contractor has represented to the City that Contractor is qualified to perform said services and has submitted a proposal to the City for the same. B. The City desires to have Contractor perform said services on the terms and conditions set forth herein. NOW, THEREFORE, based on the foregoing Recitals and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, City and Contractor hereby agree as follows: SERVICES OF CONTRACTOR 1.1 Scope of Services — In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Special and Technical Provisions, which services may be referred to herein as the "services" or "work" hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. 1.2 Documents Included in Contract — This contract consists of the Notice Inviting Bids and Instructions to Bidders, Bid Documents, Proposal Schedule, Bid Bond (Bidder's Guarantee), Designation of Sub -contractors, Statement of Non -collusion by Contractor, Certification of Principal, Supplemental Information, Specifications, Plans, this Contract Services Agreement, Faithful Performance Bond, Labor and Materials Bond, Warranty Bond, Guarantee, Tax Identification Form, Workers' Compensation Certification, and any and all schedules and C-1 attachments to it which are incorporated as if fully set forth herein. In the event of an inconsistency, this Agreement shall govern. 1.3 Compliance with Law -- All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency having jurisdiction in effect at the time service is rendered. 1.4 Licenses, Permits, Fees, and Assessments -- Contractor 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. Contractor 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 Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder. Contractor shall be responsible for all sub -contractors' compliance with this Section. 1.5 Familiarity with Work — By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor 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 Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the Contract Officer. 1.6 Care of Work — The Contractor 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. 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. Contractor shall require all sub -contractors to comply with the provisions of this agreement. 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 C-2 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 change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty-five percent (25%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less 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 Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor 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 Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. 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 "A through C" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit "A through C" and any other provisions of this Agreement, the provisions of Exhibit "A through C" shall govern. 1.10 Prevailing Wages Laws — In accordance with Labor Code Section 1770 et seq., the director of the Department of Industrial Relations of the State of California has ascertained a general prevailing rate of wages, which is the minimum amount, which shall be paid to all workers employed to perform the work pursuant to this Agreement. A copy of the general prevailing wage rate determination is on file in the office of the City Clerk and is hereby incorporated in this Agreement. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day. Contractor must forfeit to the City Twenty Five Dollars ($25.00) a day for each worker who works in excess of the minimum working hours when Contractor does not pay overtime. Contractor is required to post a copy of such wage rates at all times at the contract site. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Contractor also shall comply with State law requirements to maintain payroll records and shall provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Contractor shall comply with all statutory requirements relating to the employment of apprentices. 2. COMPENSATION 2.1 Contract Sum — For the services rendered pursuant to this Agreement, the Contractor shall be compensated as specified herein, but not exceeding the maximum contract amount of One Million fifty four thousand seven hundred eighty five dollars ($ 1,054,785.00 ) (herein "Contract Sum"), except as provided in Section 1.8. The Contract Sum shall include the attendance of Contractor at all project meetings reasonably deemed necessary by the City; Contractor shall not be entitled to any additional compensation for attending said meetings. C-3 2.2 Progress Payments - Prior to the first day of the month, during the progress of the work, commencing on the day and month specified in the Agreement, Contractor shall submit to the Contract Officer a complete itemized statement of all labor and materials incorporated into the work during the preceding month and the portion of the contract sum applicable thereto. Upon approval in writing by the Contract Officer, payment shall be made in thirty (30) days. City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security. Refer to Section 7.3 of this Agreement for retention of funds. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence —Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance — Contractor 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 "A", if any, and incorporated herein by this reference. When requested by the Contractor, the Contract Officer may approve extensions to the time period(s) specified in the Schedule of Performance in writing. 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 Contractor, 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 Contractor shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes for 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. 3.4 Term — Unless earlier terminated in accordance with Section 7.8 of this Agreement, this Agreement shall continue in full force and effect until final approval and acceptance of the project by the Contract Officer. 4, COORDINATION OF WORK 4.1 Representative of Contractor — The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its CA behalf with respect to the work specified herein and make all decisions in connection therewith: A lo(-,d G) ` Moth tA.r 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 Contractor and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the foregoing principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. 4.2 Contract Officer — The Contract Officer shall be such person as may be designated by the City Manager or City Engineer. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4.3 Prohibition Against Assignment — The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City. 4.4 Independent Contractor — Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its sub -contractors, agents or employees, performs the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, sub -contractors, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at C-5 any time or in any manner represent that it or any of its sub -contractors, 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 Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor. 4.5 Identity of Persons Performing Work — Contractor represents that it employs or will employ at its own expense all personnel required for the satisfactory performance of any and all tasks and services set forth herein. Contractor represents that the tasks and services required herein will be performed by Contractor or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable State and local law to perform such tasks and services. 4.6 Utility Relocation — City is responsible for removal, relocation, or protection of existing main or trunk line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities. 4.7 Trenches or Excavations — Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply. a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any, (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract. b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work shall issue a change order per Section 1.8 of this Agreement. c) That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused form any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or M% by law, which pertain to the resolution of disputes and protests between the contracting parties. S. INSURANCE, INDEMNIFICATION AND BONDS 5.1 Insurance -- The Contractor 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: Coverage (Check if applicable) Minimum Limits Comprehensive General Liability $1,000,000 per occurrence combined single (X) Insurance (including premises and limit operations) Contractual Liability Insurance $1,000,000 limit �) Products Liability Insurance Comprehensive Automobile Liability $1,000,000 per occurrence combined single (X) Insurance (includes owned, non- limit owned, and hired automobile hazard Professional Liability Insurance $1,000,000 limit () (providing for a one-year discovery period) Workers' Statutory $1,000,000 per occurrence (X) Compensation/Employers' Liability Insurance CONDITIONS: In accordance with Public Code Section 20170, the insurance of surety companies who provide or issue the policy shall have been admitted to do business in the State of California with a credit rating of "A" minus or better. This insurance shall not be canceled, limited in scope or coverage or non -renewed until after thirty (30) days prior written notice has been given to the City Engineer, City of Baldwin Park, 14403 East Pacific Avenue, Baldwin Park, California 91706. Any insurance maintained by the City of Baldwin Park shall apply in excess of and not combined with insurance provided by this policy. The City of Baldwin Park, its officers, employees, representatives, attorneys, and volunteers shall be named as additional named insureds. Prior to commencement of any work under this contract, Contractor shall deliver to the City insurance endorsements confirming the existence of the insurance required by this contract, and including the applicable clauses referenced above. Such endorsements shall be signed by an authorized representative of the insurance company and shall include the signatory's C-7 company affiliation and title. Should it be deemed necessary by the City, it shall be Contractor's responsibility to see that the City receives documentation, acceptable to the City, which sustains that the individual signing said endorsements, is indeed authorized to do sa by the insurance company, If the Contractor fails to maintain the aforementioned insurance, or secure and maintain the aforementioned endorsement, the City may obtain such insurance, and deduct and retain the amount of the premiums for such insurance from any sums due under the agreement. However, procuring of said insurance by the City is an alternative to other remedies the City may have, and is not the exclusive remedy for failure of Contractor to maintain said insurance or secure said endorsement. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which became due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its sub -contractor's performance of the work covered under this agreement. Each contract between the Contractor and any sub -contractor shall require the sub- contractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section 5.1. 5.2 Indemnification — Contractor shall indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising or alleged to arise out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, sub- contractors, or invitees, provided for herein, or arising or alleged to arise from the negligent acts or omissions of Contractor hereunder, or arising or alleged to arise from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, but excluding such claims or liabilities or portion of such claims or liabilities arising or alleged to arise from the negligence or willful misconduct of the City, its officers, agents or employees, and in connection therewith: a) Contractor 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) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising or alleged to arise out C-8 of or in connection with Contractor's (or its agents', employees', sub -contractors', or invitees') negligent performance of or failure to perform such work, operations or activities hereunder, and Contractor 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 Contractor for such damages or other claims arising or alleged to arise out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor shall 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 for counsel acceptable to City. d) Contractor's duty to defend and indemnify as set out in this Section 5.2 shall include any claims, liabilities, obligations, losses, demands, actions, penalties, suits, costs, expenses or damages or injury to persons or property arising or alleged to arise from, in connection with, as a consequence of or pursuant to any state or federal law or regulation regarding hazardous substances, including but not limited to the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), Resource Conservation and Recovery Act of 1976 ("RCRA"), the Hazardous and Solid Waste Amendments of 1984, the Hazardous Material Transportation Act, the Toxic Substances control Act, the Clean Air Act, the Clean Water Act, the California Hazardous Substance Account Act, the California Hazardous Waste Control Law or the Porter -Cologne Water Quality Control Act, as any of those statutes may be amended from time to time. The Contractor's indemnification obligations pursuant to this Section 5.2 shall survive the termination of this Agreement. Contractor shall require the same indemnification from all sub -contractors. 5.3 Labor and Materials, Performance and Warranty Bonds — Concurrently with execution of this Agreement, Contractor shall deliver to City a labor and materials bond, a performance bond and a warranty bond, in the forms provided by the City Clerk, which secures the faithful performance of this Agreement. The bonds 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 bonds shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement. 5.4 Sufficiency of Insurer or Surety— Insurance or bonds 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 C-9 Register, and only if they are of a financial category Class VI1 or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. In the event the Risk Manager of City ("Risk Manager") determines that the work or services to be performed under this Agreement creates an increased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by this Section 5 may be changed accordingly upon receipt of written notice from the Risk Manager; provided that the Contractor shall have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of City within ten (10) days of receipt of notice from the Risk Manager. 5.5 Substitution of Securities — Pursuant to California Public Contract Code Section 22300, substitution of eligible equivalent securities for any moneys withheld to ensure performance under the contract for the work to be performed will be permitted at the request and expense of the successful bidder. 6. RECORDS AND REPORTS 6.1 Reports — Contractor 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. Contractor 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, Contractor agrees that if Contractor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed. 6.2 Records -- Contractor shall keep, and require sub -contractors to keep, such books and records (including but not limited to payroll records as required herein) as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. 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. 6.3 Ownership of Documents — All drawings, specifications, reports, records, documents and other materials prepared by Contractor, 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 Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. C-10 Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All sub -contractors shall provide for assignment to City of any documents or materials prepared by there, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. 7. ENFORCEMENT OF AGREEMENT 7.1 California Law — This Agreement shall be construed and interpreted 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 appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes — In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 7.2 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 7.3 Retention of Funds — Progress payments shall be made in accordance with the provisions of Section 2.2 of this agreement. In accordance with said section, City shall pay Contractor a sum based upon ninety five percent (95%) of the contract price apportionment of the labor and materials incorporated into the work under the contract during the month covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security to be paid to the Contractor within sixty (60) days after final acceptance of the work by the City Council, after Contractor shall have furnished City with a release of all undisputed contract amounts if required by City. In the event there are any claims specifically excluded by Contractor from the operation of the release, the City may retain proceeds (per Public Contract Code 7107) of up to 150% of the amount in dispute. City's failure to deduct or withhold shall not affect Contractor's obligations hereunder. C-1 1 7.4 Waiver — 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. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. 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. 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, 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. 7.7 Liquidated Damages — Since 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 Contractor and its sureties shall be liable for and shall pay to the City liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in subsection 6-9 on page D-10 of the Standard Specifications and the Provisions of the Contract Specifications. In addition, liquidated damages may be assessed for failure to comply with the emergency call out requirements described in the scope of services. The City may withhold from any moneys payable on account of services performed by the Contractor any accrued liquidated damages. 7.8 Termination for Default of Contractor -- If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and 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 Contractor 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 Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated. 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 C-12 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, NONDISCRIMINATION 8.1 Non -liability of City Officers and Employees — No officer or employee of the City shall be personally liable to the Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 8,2 Conflict of Interest — The Contractor 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 --- Contractor 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, marital status, national origin, or ancestry in the performance of this Agreement. To the extent required by law, contractor 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, marital status, national origin, or ancestry. 9. MISCELLANEOUS PROVISIONS 9.1 Notice 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 shall be deemed to be given when served personally or deposited in the US Mail, prepaid, first-class mail, return receipt requested, addressed as follows: To City: City of Baldwin Park 14403 East Pacific Avenue Baldwin Park, California 91706 Attention: City Engineer To Contractor; CWS Systems, Inc. 3814 E. Pasadena, CA 91107 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 C-13 of the authorship of this Agreement or any other rule of construction which might otherwise apply. 9.3 Integration; Amendment— 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. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 9.4 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. 9.5 Hiring of Undocumented Workers Prohibited — Contractor shall not hire or employ any person to perform work within the City of Baldwin Park or allow any person to perform work required under this Agreement unless such person is properly documented and legally entitled to be employed within the United States. 9.6 Unfair Business Practices Claims — In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or sub -contractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Section 7103.5, California Public Contract Code.) 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) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. 9.8 Legal Responsibilities -- The Contractor shall keep itself informed of City, State, and Federal laws, ordinances and regulations, which may in any manner affect the performance of its services pursuant to this Agreement. The Contractor shall at all times observe and comply CGM[I with all such laws, ordinances and regulations. Neither the City, nor their officers, agents, or employees shall be liable at law or in equity as a result of the Contractor's failure to comply with this section. 9.9 Termination for Convenience —The City may terminate this Agreement without cause for convenience of the City upon giving contractor 30 days prior written notice of termination of the Agreement. Upon receipt of the notice of termination the Contractor shall cease all further work pursuant to the Agreement. Upon such termination by the City the Contractor shall not be entitled to any other remedies, claims, actions, profits, or damages except as provided in this paragraph. Upon the receipt of such notice of termination Contractor shall be entitled to the following compensation: 1. The contract value of the work completed to and including the date of receipt of the notice of termination, less the amount of progress payments received by contractor. 2. Actual move -off costs including labor, rental fees, equipment transportation costs, the costs of maintaining on -site construction office for supervising the mover -off. 3. The cost of materials custom made for this Agreement which cannot be used by the Contractor in the normal course of his business, and which have not been paid for by City in progress payments. 4. All costs shall not include any markups as might otherwise be allowed by any plans or specifications, which were a part of the Agreement. The provisions of this paragraph shall supersede any other provision of the Agreement or any provision of any plans, specification, addendums or other documents, which are or may become a part of this Agreement. City and Contractor agree that the provisions of this paragraph are a substantive part of the consideration for this Agreement C-15 IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. By: i4ed 0- kbor (Print Name) Signature: Title: d -4, '0- c r"e Address.-- t-A A IQ %�VVSSYSMM 3814 E. Colorado BW. 0 102 Pasadena, CA 91107 ATTEST: M- City Clerk am (Print Name) Signature: Title: Address: UTT`T-V1-,F8—f�D1TTTWrA-MR, a mumcipM corporation 0 MUMMY :1�11611961= City Attorney M ITEM NO. 7 Honorable Mayor and Members of the City Council Enrique C. Zaldivar, Chief Executive Officer Ron Garcia, Director of Community Development October 19, 2022 SUBJECT: Adopt a Resolution Approving Side Letter Agreement between the City of Baldwin Park and the Baldwin Park Employees' Association (CEA) SUMMARY This action would adopt a resolution implementing a revised work schedule for those employees assigned to the classifications of Community Enhancement Officer and Community Enhancement Supervisor; and allow for temporary lead pay upon the approval by the CEO, Department Directors/Managers as a result of the City's need to periodically designate an Association member to serve in a lead capacity. RECOMMENDATION Staff recommends that the City Council approve and adopt Resolution No. 2022-057 and the Side Letter of Agreement between the City of Baldwin Park and Baldwin Park City Employees' Association (CEA) to become effective retroactively to October 7t", 2022, consistent with the commencement of the new work schedule. FISCAL IMPACT The total annual fiscal impact is estimated at $2,656.25 for the Shift Differential. No additional appropriation is requested, and the department will absorb the additional cost within its current budget. There is no projected cost at this time for the future use of the lead provision, and the associated costs will be absorbed by the department. BACKGROUND In March of this year, due to the urgent operational need to provide tighter enforcement of illegal sidewalk vending, along with an educational campaign on how venders can secure permits, work schedules for the Community Enhancement Officers and Supervisor were changed for a six-month period. Thereafter, scheduling needs of the officers would be evaluated based on the effectiveness of the program. Management determined the enforcement efforts of illegal sidewalk vending and educational outreach opportunities was not only effective in curtailing illegal vendors, but also provided a presence in the community on the weekend to respond to various enforcement matters. In September, Management met with the Baldwin Park City Employees' Association who represent the Community Enhancement Officers and Supervisor and agreed to a Side Letter Agreement to the MOU modifying the work schedule for the Community Enhancement Officers and Supervisor. The modified Community Enhancement Officers and Supervisor Work Schedule will include two (2) rotating schedules of two (2) pay periods on "A" shift, followed by two (2) pay periods on "B" shift. "A" shift consists of a regular Monday through Thursday 4/10 schedule from 7:30 a.m. to 6:00 p.m. "B" shift consists of a 4/10 Wednesday through Saturday schedule, with Wednesday and Thursday hours from 7:30 a.m. to 6:00 p.m.: and Friday and Saturday weekend hours from 9:30 a.m. to 8:00 p.m. Additionally, the City discussed with the City Employees' Association the need to periodically designate an Association member to serve in a temporary lead capacity. Typically, this would apply in those cases where an Acting or Interim Assignment is not necessary, and in which full supervision is not necessary. Rather, a lead employee may assist with oversight of functions of the work unit, assign work to others, monitor work, train others, and make decisions within appropriate levels of authority granted. A lead employee continues to perform the work of their current classification, in addition to leading others within the work unit. The attached Resolution and Side Letter Agreement would: • Create a Shift Differential of an additional five percent (5%) for weekend hours worked comprised of any Friday or Saturday work schedule specifically for increase Community Enhancement Officers and Supervisors. • Create a new Lead Pay provision of an additional 5%, which temporary salary increase shall be limited to six months, and shall be upon the recommendation of Department Directors/Managers and approval by the CEO. • Allow the City to continue to monitor and evaluate the effectiveness of the new work schedule and disband the new schedule prior to the end of the term of the MOU at management's discretion. • Implement the new pay provisions retroactively effective October 7t", 2022. ALTERNATIVES City Council may decide not to approve this Staff Report. LEGAL REVIEW Council could provide staff alternative or direction to negotiate further. ATTACHMENT 1. Resolution No. 2022-057 2. Side Letter RESOLUTION NO. 2022-057 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BALDWIN PARK APPROVING A SIDE LETTER AGREEMENT BETWEEN THE CITY OF BALDWIN PARK AND THE BALDWIN PARK CITY EMPLOYEES' ASSOCIATION (CEA) WHEREAS, the City of Baldwin Park and the City Employees' Association ("Association") previously entered into a Memorandum of Understanding for the period of July 1, 2021 through June 30, 2024 which set forth the wage, hours and other terms and conditions of employment for employees represented by the Association; and WHEREAS, as a result of the City's need to implement a revised work schedule for those employees assigned to the classifications of Community Enhancement Officer and Community Enhancement Supervisor; and as a result of the City's need to periodically designate an Association member to serve in a lead capacity for a limited duration, the City met and conferred in good faith to negotiate an Agreement as defined in the Side Letter Agreement, marked as Exhibit "A" and incorporated within this Resolution; and WHEREAS, the current Memorandum of Understanding between the City of Baldwin Park and the City Employees' Association shall remain in full force and effect with the Side Letter Agreement serving as an addendum to the current Memorandum of Understanding; and that the Side Letter Agreement shall remain effective through the end of the term of the current MOU, June 30, 2024, or sooner should the City determine that it is in the City's best interest to disband the newly adopted "B" shift upon further study and evaluation as to its effectiveness. WHEREAS, this approval and adoption of this Resolution shall enact the new terms and conditions of employment and related employee compensation as defined within Exhibit "A" retroactively effective October 7t", 2022. NOW, THEREFORE, the City Council of the City of Baldwin Park does hereby RESOLVE, DETERMINE AND ORDER as follows: SECTION 1. That the City Council does hereby approve the Resolution adopting the SIDE LETTER AGREEMENT attached hereto as Exhibit "A." SECTION 2. That all Resolutions or portions thereof or any previous contract or agreement in conflict herewith are hereby repealed and superseded by the attached Exhibit "A„ SECTION 3. That the City Clerk shall forward a copy of this resolution to the Human Resources Manager and certify to the adoption of this Resolution. SECTION 4. That this Resolution shall go into effect retroactively on October 7th, 2022, upon adoption. APPROVED AND ADOPTED THIS 19th day of October, 2022. Emmanuel J. Estrada, MAYOR ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES ss. CITY OF BALDWIN PARK I 1, Marlen Garcia, City Clerk of the City of Baldwin Park, do hereby certify that the foregoing Resolution No. 2022-057 was duly and regularly approved and adopted by the City Council of the City of Baldwin Park at its regular meeting of the 19th day of October, 2022, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCILMEMBERS: Marlen Garcia, CITY CLERK EXHIBIT "A" SIDE LETTER OF AGREEMENT BETWEEN THE CITY OF BALDWIN PARK AND THE BALDWIN PARK CITY EMPLOYEES' ASSOCIATION (CEA) This Side Letter of Agreement ("Agreement") is made and entered into on October 19th, 2022, by and between the City of Baldwin Park, a municipal corporation ("City"), and the City of Baldwin Park City Employees' Association (CEA); an employee organization (the "Association"). City and Association are sometimes hereinafter collectively referred to as the "Parties." RECITALS WHEREAS, the City has recognized and continues to recognize the Association as the duly recognized employee organization for its members employed by the City in an employee unit, recognized as the City of Baldwin Park City Employees' Association (CEA). WHEREAS, the City and Association previously entered into a Memorandum of Understanding for the period of July 1, 2021 through June 30, 2024 which set forth the wage, hours and other terms and conditions of employment for employees represented by the Association; WHEREAS, as a result of the City's need to implement a revised work schedule for those employees assigned to the classifications of Community Enhancement Officer and Community Enhancement Supervisor; and as a result of the City's need to periodically designate an Association member to serve in a lead capacity for a limited duration, the City met and conferred in good faith to negotiate this Agreement, and have jointly prepared and executed this Agreement; WHEREAS, the Parties seek to have this Agreement serve to memorialize their understanding regarding the City's proposed revised work schedule and lead capacity designation; WHEREAS, this Agreement shall not become effective until ratified by the impacted Association Members, and accepted, approved, and adopted by the City of Baldwin Park City Council. NOW, THEREFORE, and in consideration for the promises, waivers and releases contained herein, the Parties agree as follows; Side Letter Agreement Between the City of Baldwin Park and the Baldwin Park City Employees' Association TERMS 1. All of the recitals listed above are material provisions of this Agreement and are deemed true and correct by the Parties and incorporated herein by this reference. 2. The Association MOU, Article V Compensation and Salaries shall be amended to reflect the following new sections: Shift Differential: Community Enhancement Officers and Community Enhancement Supervisors assigned to work the "B" Shift comprised of any Friday or Saturday work schedule, shall receive an additional five percent (5%) for those weekend hours actually worked. Such special compensation is considered reportable for both Classic and PEPRA members in accordance with CalPERS' Compensation Reportable Table. The City reserves the right to discontinue the "B" shift and associated special compensation upon further evaluation of the effectiveness of the schedule. J. Lead Pav: Upon approval by the CEO, Department Directors/Managers may grant a temporary five percent (5%) salary increase when assigning lead duties and responsibilities to employees. Such increase is only temporary, and for no longer than a six (6) month period of time. Such special compensation is not considered reportable for both Classic and PEPRA members hired after January 1, 2013, in accordance with CalPERS' Compensation Reportable Table. 3. The Association MOU, Article VI, Hours, shall be amended to reflect the following new provisions, specific to employees within the classifications of Community Enhancement Officer and Community Enhancement Supervisor: B. Hours of Work Employees assigned to Community Enhancement Officer and Community Enhancement Supervisor classifications shall work an on -going rotating schedule of two (2) pay periods on "A" shift followed by two (2) pay periods on "B" shift. The "A" shift shall consist of a regular Monday through Thursday 4/10 schedule from 7:30 a.m. to 6:00 p.m. The "B" shift shall consist of a 4/10 Wednesday through Saturday schedule, with Wednesday and Thursday hours from 7:30 a.m. to 6:00 p.m.; and Friday and Saturday weekend hours from 9:30 a.m. to 8:00 p.m. The City reserves the right to discontinue the "B" shift upon further evaluation of the effectiveness of the schedule. Employees assigned to the "B" shift shall be required to request planned time off with a minimum of forty-eight (48) hours' notice for scheduling and coverage purposes. Side Letter Agreement Between the City of Baldwin Park and the Baldwin Park City Employees' Association Holidays "A" Shift - Employees assigned to Community Enhancement Officer and Community Enhancement Supervisor classifications who are assigned to work the "A" shift, with a Monday through Thursday schedule, shall observe holidays in the same manner and practice as all other employees covered by the CEA MOU. "B" Shift - Employees assigned to Community Enhancement Officer and Community Enhancement Supervisor classifications who are assigned to work the "B" shift, with a Wednesday through Saturday schedule, shall observe holidays that fall on a Friday or Saturday, on the actual holiday. For example, if New Year's Day falls on a Saturday, "B" shift employees shall take that day off. 4. The provisions defined above shall become effective retroactively to October Ph, 2022, and remain effective through the end of the term of the current MOU, June 30, 2024, or sooner, should the City determine that it is in the City's best interests to disband the newly adopted "B" shift upon further study and evaluation as to its effectiveness. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers hereunto duly authorized. CITY OF BALDWIN PARK: BALDWIN PARK CITY EMPLOYEES' ASSOCIATION: By: By: Emmanuel J. Estrada, Mayor Mike Salas, Representative Dated: Dated: By: :�*F Carlos Almendarez, Representative Dated: Side Letter Agreement Between the City of Baldwin Park and the Baldwin Park City Employees' Association ATTESTED: By:, Marlen Garcia, City Clerk ITEM NO. 8 ST a►�W;,,,�; TO: Honorable Mayor/Chair and Members of the City Council for HUB',OF the City of Baldwin Park and Housing Authority TOE' FROM: Rose Tam, Director of Finance Q A E� DATE: October 19, 2022 �DJAINJP` SUBJECT: IMPLEMENT THE CAL -CARD PROGRAM OFFERED BY U.S. BANK SUMMARY The purpose of this staff report is to request the City Council to approve the implementation of the Cal -Card Program provided by U.S. Bank. One of the major benefits is the Virtual Pay program. It can automate some of the Accounts Payable which can reduce costs, eliminate fraud and increase quarterly rebate. It replaces checks and paper -based processes that allows the City to pay suppliers, vendors and contractors electronically which is highly secure and widely accepted. RECOMMENDATION Staff recommends that the City Council: 1. Approve the CAL -Card Program offered by U.S. Bank; and, 2. Authorize the Director of Finance to complete the application including an unsecured credit limit equal to 2 months of estimated expenditures or about $1,350,000 for the Virtual Pay program to automate some of the Accounts Payable; and the Cal -Card (plastic card/credit card). Limits on each card to each individual to be assigned at the discretion of the Chief Executive Officer and Director of Finance not to exceed $15,000; and, 3. Authorize Chief Executive Officer to sign off on the documents including the application from U.S. Bank on behalf of the City. FISCAL IMPACT There is projected revenue between $65,000 to $100,000 from rebate by using the Cal -Card Program/Virtual Pay program. BACKGROUND U.S. Bank has partnered with State of California to offer unique solutions to meet the payment needs of state and local agencies. The CAL -Card Program provides the most comprehensive payment solutions, including Purchasing Card, Managed Spend Card, Emergency Card, Ghost Cards, and Virtual Pay. Below is a summary of the benefits of using the CAL -Card Program: • Commercial Grade Purchase Card program called the CAL Card in the State of California. • Publicly bid and awarded by the State of California since 2002. • VISA branded open only to state agencies, political subdivisions and higher education. • Interest -Free and zero annual fees, charge account must be paid in -full within 45 days of cycle ending date. • U.S. Bank was the first bank -issuer of commercial card programs in 1989 and currently has over 3,300 public sector clients. • Pays an aggressive quarterly rebate of 1.35%, plus up to an additional .45% based on the speed of payment, times the quarterly spend. • Provides a robust online card and transaction management tool called U.S. Bank Access Online. • 24-hour customer service, an Implementation Project Manager, Relationship Manager, Technical Helpdesk. • Favorable payment terms of 45 days to pay after cycle ending date. Up to 75 days of float. • The U.S. Bank Virtual Pay program can automate some of your Accounts Payable, which can reduce costs, eliminate fraud and increase your quarterly rebate. ALTERNATIVE City Council may choose not to implement the CAL -Card Program. LEGAL REVIEW Once approved, U.S. Bank will provide full application for the CAL -Card and will be reviewed by the City Attorney prior to submitting to U.S. Bank. ATTACHMENT 1. Brochure on the CAL -Card 2. Cooperative Purchasing Master Agreement NASPO (Wbank. *Valueftnt SUPPLIER PARTNER Powerful solutions to help maximize your payment performance U.S. Bank has partnered with State of California to offer unique solutions to meet the payment needs of state and local agencies. Through the CAL -Card Program, we provide the most comprehensive payment solutions, including: Purchasing Card, Managed Spend Card, Emergency Card, Ghost Cards, and Virtual Pay. U.S. Bank's NASPO ValuePoint Commercial Card Program, in existence since 2002, is publicly bid and awarded contract for payment card services. This Visa," branded program is open to state agencies, political subdivisions, and higher education institutions. The NASPO Program provides a standard contract to secure world -class Commercial card services and competitive rebates without conducting a costly and time consuming RFP and review process. The program offers oconvenient way toobtain the services ofatrusted card issuer with the commitment to service and experience your program deserves. Experience U.S. Bank was the first bank -issuer of commercial card programs in 1989 and has led the way in developing commercial card best practices that today are standard throughout the public sector. U.S. Bank offers commercial card and payment processor services to 21 state commercial card programs and more than 60% of the Federal Government. With more than 3'300 public sector clients, this is the market that drives our commercial card products, technology and service enhancements. Our client base within the public sector includes numerous Federal Government agencies, state government agencies, county and city governments and local municipalities. CAL -CARD PROGRAM U.S.Bank AcneosOOnline Service U.S. Bank iadedicated to providing skilled personnel tosupport the strategic needs of program participants, Our Relationship Management and Client Services are specifically dedicated tosupport udiverse portfolio ofPublic Sector clients including government agencies, cities, counties and local municipalities. These resources are prepared toprovide mconsultative view ofyour procure topay process and support everything from strategic program direction, implementation, training, and the daily administrative needs ofany new or existing program participant. Competitive rebates The NASP{)Program includes generous revenue sharing opportunities, which provide rebates \oqualifying participants. The rebate structure also provides for rewards toeach participant based mn its individual spending and payment performance. Below are the rebates available to NA8PO participants, � Standard and Non -Standard Volume Incentive la135bps � Prompt Payment Incentive iuup to45bps depending onspeed of reimbursement t*the bank � Payments are issued tmparticipants onm quarterly basis, and payable to the agency. Use the Access Online system inreal time to: * Monitor cardholder transactions m Review declined and disputed transactions m Manage card limits and MCCm w View electronic statements ° Access uptosix years ofreporting * Attach electronic receipts * Set effective dating for account maintenance and limit adjustments Worldwide card acceptance VisaO' branded card allows for unparalleled purchasing access Mobile application Gives you anytime access to your account, so you can quickly manage and stay on top of your business expenses. Visa' Liability Protects against eligible losses incurred should a terminated employee misuse the card Waiver Program Experienced Implementation Manager, Relationship Managers, and Account Coordinators provide U.S. Bank Resources consultation and issue resolution, allowing for full program optimization 24-hour customer service Offers unparalleled 24/7 cardholder assistance and fraud support Zero cost program No annual fee or interest charges Favorable payment terms NASPO program allows for 45 days to pay, late payment penalties are 1% for each past due cycle or in accordance with the State Prompt Payment Act. Reduced paperwork Increases efficiencies in the procurement process by reducing paper -based transactions for micro -purchases CAL -CARD PROGRAM The NASPO program provides a standard contract platform for public sector participants to secure a number of payment services. These innovative solutions are supported by web -based program management tools that allow participants to securely access information 24/7, and proactively manage payables and travel expenditures. Purchasing card Helps reduce the time and costs associated with traditional procuna-tm- payprocesses, eliminating paper -based purchase orders and invoice processing Travel card Provides an easy -to -implement and manage payment and cost management alternative for participants seeking to increase efficiency and control. Offers complete online account management and reporting capabilities. Virtual Pay Replaces checks and paper -based processes with uand|emnaccount numbers that allow you 1npay suppliers electronically. Highly -secure and widely accepted, this virtual payment method gives you complete control over spending amounts and timing while vastly simplifying the reconciliation process. Managed spend card Covers expenses relating tobuying trips, product launches, events, incentive programs, and others that often fall beyond the scope oftraditional purchasing and travel card programs. Enjoy control with firm credit limits, expiration dates and restrictions bymerchant category code (K4CC).|tiaanefficient way tmmanage payments and limit risk. Emergency cards Provides specific cards you can activate incase nfenemergency tocover related expenses such asurgent on -demand payments orunexpected expenses at headquarters, satellite offices and field locations; remote employee purchasing needs atdisaster recovery hot sites and emergency response team expenses. Provides enhanced reporting and mne|yhoe that allow program managers toeasily audit and track payments and purchases aawell oo Oc 2022 U.S. Bank. All trademarks are the property of their respective owners. NASPO 01-0057-02-AZ (7/22) CAT-19684152 bank. *Valuelftoint SUPPLIER PARTNER AMENDED AND RESTATED COOPERATIVE PURCHASING MASTER AGREEMENT No. 00719 COMMERCIAL CARD SERVICES For Use by Eligible Participating States By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and U.S. BANK NATIONAL ASSOCIATION Dated: July 9, 2020 MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES (Rev.2020-03-11) AMENDED AND RESTATED COOPERATIVE PURCHASING MASTER AGREEMENT No. 00719 COMMERCIAL CARD SERVICES This Amended and Restated Cooperative Purchasing Master Agreement ("Master Agreement") is made and entered into by and between Enterprise Services acting by and through the State of Washington ("Enterprise Services") and U.S. Bank National Association, a Delaware corporation ("Contractor or U.S. Bank") and is dated as of July 9, 2021. RECITALS A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish master contracts for goods and/or services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise services to make these master contracts available, pursuant to an agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agency or entity, public benefit nonprofit organizations, or any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services. See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO ValuePoint is the cooperative contracting arm of the National Association of State Procurement Officials (NASPO). NASPO ValuePoint is led by state procurement officers from member states. NASPO ValuePoint does not award contracts, rather, it assists states, for an administrative fee, in their collaboration pertaining to solicitations and the resulting Master Agreements. D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the 'lead state' to conduct a competitive procurement in compliance with that state's procurement laws and award a master agreement with a contractor for the specified goods or services. States (including the District of Columbia and the organized territories of the United States), including the lead state, then may participate in that Master Agreement by executing a Participating Addendum. Until a Participating Addendum is executed by the applicable state (a 'participating state'), no agency or other eligible organization (a 'purchasing entity') may utilize the products and services offered pursuant to the cooperative purchasing Master Agreement. Under Washington law, at the time of solicitation, states may provide supplemental substantive terms and conditions to inform the competitive procurement. In addition, pursuant to their Participating Addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and reporting). Contractor, MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 2 (Rev. 2020-03-11) however, has no obligation to condition execution of a Participating Addendum on substantive terms and conditions that were not competitively procured. E. Enterprise Services, as a part of a cooperative purchasing competitive governmental procurement, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 00719/00819, dated June 4, 2019, regarding Commercial Card Services. Eleven (11) states indicated an intent to utilize the resulting cooperative purchasing Master Agreement. F. Enterprise Services and a stakeholder team consisting of representatives from Washington, Oregon, California, Colorado, and Minnesota evaluated all responses to the Competitive Procurement and identified Contractor as the Apparent Successful Bidder (ASB) for Category 1- Commercial Card Services. G. Enterprise Services determined that entering into this Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Master Agreement is to enable Participating States and Purchasing Entities to utilize Commercial Card Services as set forth herein. I. Enterprise Services and U.S. Bank entered into an agreement for the products and services listed herein dated July 9, 2020 (the "Prior Agreement"), and now the parties desire to amend and restate the Prior Agreement in its entirety to add additional terms and conditions for the purpose of providing the applicable products and services. AGREEMENT Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Agreement begins July 9, 2020 and ends on December 31, 2025. The Commercial Card services provided pursuant to this Master Agreement start January 1, 2021 and end on December 31, 2025; provided, however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise Services' sole, reasonable judgement, which shall occur no later than June 30, 2024, Contractor meets the following performance metrics: ■ Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating Addendums; and ■ Rebate: Contractor provides timely and accurate rebates as detailed in this Master Agreement and Participating Addendums. Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating States and Purchasing Entities for Commercial Card Services to begin on January 1, 2021, Contractor shall provide implementation and transition support to Participating States who wish to utilize the Master Agreement, beginning upon the date such Participating State and Contractor executes a Participating Addendum. For the avoidance of doubt, no rebate calculations as set forth in Exhibit B — Rebate/Incentive Share shall be made under this Agreement prior to January 1, 2020. 2. PARTICIPANTS. Use of this Master Agreement may be authorized by Participating States for use by Purchasing Entities as set forth herein. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 3 (Rev. 2020-03-11) 2.1. PARTICIPATING STATES. For the purpose of this Master Agreement, a Participating State shall mean: any state, or U.S. territory (e.g., District of Columbia, Puerto Rico, etc.) ("State") that executes a Participating Addendum with the Contractor, such Participating Addendum will authorize Purchasing Entities for such Participating State. Such Participating Addendum must be executed by the chief procurement officer for the applicable state; provided however, that some States, with state authority to do so and permission from such state chief procurement officer, may authorize local governments, political subdivisions, and other entities to execute a Participating Addendum. Contractor may not provide Commercial Card Services under this Master Agreement until a Participating Addendum acceptable to the Participating State and Contractor is executed. 2.2. PURCHASING ENTITIES. For the purpose of this Master Agreement, a Purchasing Entity is any eligible entity authorized by a Participating State and approved by Contractor in accordance with the approval procedures set forth in Exhibit D — Establishing a Card User Agreement to participate in the Master Agreement (i.e. to purchase from the Master Agreement) pursuant to a Participating Addendum. Purchasing Entities will be required to execute a Card User Agreement (CUA) as outlined in this Master Agreement and shall be financially committed to the card account. 2.3. PARTICIPATING ADDENDUM. For the purpose of this Master Agreement, a Participating Addendum is the document executed between a Participating State and Contractor that enables eligible Purchasing Entities to utilize the Master Agreement. The terms and conditions set forth in the Master Agreement are applicable to any Purchasing Entity except to the extent altered, modified, supplemented, or amended by a Participating Addendum as required by a Participating State's laws, regulations or procedures. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum with the consent of the Participating State and Contractor. Contractor shall email a fully executed PDF copy of each Participating Addendum to PA@naspovaluepoint.org to support documentation of participation and posting in appropriate databases. 2.4. PARTICIPATING ADDENDUM CHANGES. Participating Addenda shall not be construed to amend the Master Agreement provisions pertaining to NASPO ValuePoint program requirements. 3. SCOPE —INCLUDED GOODS/SERVICES AND PRICE. 3.1. SCOPE. Pursuant to this Master Agreement, Contractor is authorized to provide only those goods and/or services set forth in Exhibit A — Commercial Card Products and Exhibit G - Commercial Card Requirements and provide the Rebate/Incentive Share as set forth in Exhibit 8 — Rebate/Incentive Share. Contractor shall not represent to any Participating State or Purchasing Entity under this Master Agreement that Contractor has contractual authority to provide any goods and/or services beyond those set forth in Exhibit A — Commercial Card Products and Exhibit G - Commercial Card Requirements. 3.2. LEAD STATE'S ABILITY TO MODIFY SCOPE OF MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services reserves the right to modify the goods and/or services included in this Master Agreement; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this Master Agreement. MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 4 (Rev. 2020-03-11) 3.3. INCENTIVE SHARE ADJUSTMENT. Incentive share and fees shall remain firm and fixed for the term of the Agreement; provided that in the event of a decrease or increase in the Interchange Rates by five percent (5%) or more, U.S. Bank will have the right (but not obligation) to replace the current Rebate/Incentive Share with a new Rebate/Incentive Share proportionate to the change of the revised Interchange Rates. Contractor will provide written justification to the Contract Administrator with validation of the adjustment to the Interchange Rate table; Enterprise Services reserves the right to negotiate a greater incentive share at anytime during the life of the Agreement. A greater incentive share must be mutually agreed between the Parties. A Participating State may negotiate the specifics of the Incentive Share Component, but shall not exceed the total basis points offered by the Contractor. 3.4. PRICE CEILING. Except as provided in Section 3.3 above, Contractor's Basis Points as set forth in this Master Agreement shall be fixed. Contractor's fees (e.g. overnight card delivery and international transactions) set forth in this Agreement shall be the maximum fees Contractor may charge during the term of the Master Agreement. See Exhibit E—Supplemental Services. 3.5. MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain and provide information regarding this Master Agreement, including scope and pricing, to the eligible Participating Entities. 4. REPRESENTATIONS AND WARRANTIES. 4.1. CONTRACTOR REPRESENTATION AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Master Agreement and at the time any Card User Agreement (CUA) is placed pursuant to this Master Agreement and Participating Addendum. If, at the time of any such agreement, Contractor cannot make such representations and warranties, the Contractor shall not process any additional CUA and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. (a) QUALIFIED TO DO BUSINESS. Contractor represents and warrants that it is a validly existing national bank that is authorized and qualified to do business in the State of Washington and all other states of the United States (each, a "U.S. State"), that it possesses documentation that reflects this authorization from the office of the Comptroller of the Currency, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that it will do the equivalent for any U.S. State for which it executes a Participating Addendum. (b) SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. (c) WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Master Agreement and the three (3) year period immediately preceding the award of the Master Agreement, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 5 ( Rev. 2020-03-11) (d) PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job -related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job -related factor or factors may include, but not be limited to, education, training, or experience, that is: consistent with business necessity; not based on or derived from a gender -based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender -based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Master Agreement and any Purchasing Entity hereunder similarly may suspend orterminate its use of the Master Agreement and/or any Participating Addendum entered into pursuant to the Master Agreement. (e) EXECUTIVE ORDER 18-03 WORKERS' RIGHTS (MANDATORY INDIVIDUAL ARBITRATION). Contractor represents and warrants, as previously certified in Contractors bid submission, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Master Agreement, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. (f) QUALITY OF GOODS AND SERVICES. Contractor represents and warrants that any goods and/or services provided pursuant to this Master Agreement, shall conform to this Master Agreement and Cardholder User Agreement, and shall be provided in full compliance with applicable law. In addition, Contractor agrees that it will use commercially reasonable efforts to deliver such goods and services in a manner consistent with the portion of Contractor's response to.the Competition Solicitation attached as Exhibit G — Commercial Card Requirements; provided that in the event Contractor fails to do so, Enterprise Services' sole remedy shall be to terminate this Agreement after providing Contractor with notice and a reasonable opportunity to cu re. (g) NO EFFECT OF ADDITIONAL TERMS AND CONDITIONS. Contractor represents and warrants that any Authorized Users agreement to "click through" or other terms and conditions shall not be binding and shall have no force or effect as to the Services of this Master Agreement or Participating Addendum, except that each Purchasing Entity's access and use of U.S. Bank s Access Online web -based application may be subject to the terms and conditions of the applicable "click -through" agreement, as in effect as of February 26, 2020, except that Purchasing Entity shall not be bound by anyterms and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 6 (Rev.2020-03-11) conditions that provide for (i) the amendment of such agreement without written consent of both parties, (ii) the indemnification of any party; (iii) the governing law or venue requirements, (iv) the waiver of any applicable statute of limitations period, (v) that incorporate any terms or conditions by reference, or (vi) any term or condition that conflicts with the terms and conditions of this Agreement. (h) PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly, to Purchasing Entity's employees. Contractor further represents and warrants that it will do the equivalent for any Participating State for which it executes a Participating Addendum. (i) WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Master Agreement, Contractor shall maintain an accurate profile in WEBS. (j) STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment. (k) MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Master Agreement with eligible Participating Entities and ensure that those entities that utilize this Master Agreement are eligible Participating Entities. Contractor understands and acknowledges that neither Enterprise Services nor any Purchasing Entity are endorsing Contractor's goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, the State of Washington, or any Participating or Purchasing Entity in any promotional material without the prior written consent of Enterprise Services. (1) MASTER AGREEMENT TRANSITION. Contractor represents and warrants that, in the event this Master Agreement or a similar contract, is transitioned to another contractor (e.g., Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of nine (9) months to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington and all other Participating Entities. 4.1. PURCHASING ENTITY AND CONTRACTOR MUTUAL REPRESENTATIONS AND WARRANTIES. U.S. Bank and Purchasing Entity respectively represent and warrant, at all times during the applicable Participating Addendum or Card User Agreement, that: (a) The applicable Participating Addendum or Card Used Agreement constitutes a valid, binding, and enforceable agreement of such party; (b) The execution of the Participating Addendum or Card User Agreement and the performance of its obligations under the applicable Participating Addendum or Card User Agreement are within its authorized powers; has been authorized by all MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 7 (Rev. 2020-03-11) necessary action; and does not constitute a breach of any agreement between itself and any other party; (c) It shall comply with all requirements of the applicable Participating Addendum or Card User Agreement; (d) It complies with all applicable state, territorial and federal statutes, ordinances, rules, regulations, and requirements of governmental authorities (collectively, "Governmental Regulations") related to the Participating Addendum and its execution and performance of the Participating Addendum will not contravene any Governmental Regulations applicable to it; and (e) It possesses the financial capacity to enter into and perform all of its obligations under the Participating Addendum or Card User Agreement. 4.2. PURCHASING ENTITY REPRESENTATIONS AND WARRANTIES. Purchasing Entity represents and warrants, at all times during their Participating Addendum or Card User Agreement, that: (a) Purchasing Entity shall use Commercial Cards, and shall instruct its Cardholders to use Commercial Cards, solely for Participating State's or Participant's business purposes; (b) Purchasing Entity has received any and all necessary consents from Cardholders prior to providing U.S. Bank with any Cardholder Identification Information; (c) The material information provided by Purchasing Entity to U.S. Bank is true, complete, and accurate; and (d) No third -party consent or approval, including, without limitation, a lender, is required with respect to the execution of the Participating Addendum, or if any such third - party consent or approval is required, Purchasing Entity has obtained any and all such consents or approvals. Except as expressly provided herein, U.S. Bank makes no warranties, express or implied, in law or in fact, including, without limitation, the implied warranties of fitness for a particular purpose and of merchantability, either to Participating State or to any other person or third party, with respect to the Commercial Card program provided by U.S. Bank or its representatives, or with respect to U.S. Bank's Commercial Card management software made available by U.S. Bank to Purchasing Entity or any other person for its use, in connection with this Master Agreement, Participating Addendum or Card User Agreement and any services thereunder. 5. USING THE MASTER AGREEMENT —ESTABLISHING A CARD USER AGREEMENT. 5.1. ESTABLISHING A CARD USER AGREEMENT (CUA). Purchasing Entities shall establish a Card User Agreement as described in Exhibit D — Establishing a Card User Agreement or as modified by the Participating State's Participating Addendum in order to receive cards, establish access to the online system, and leverage any other goods and/or services from this Master Agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Master Agreement, the Participating Addendum or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES (Rev. 2020-03-11) 5.3. ON SITE REQUIREMENTS. Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchasing Entity's physical, fire, access, or other security requirements required by any Participating State or Eligible Purchaser while on their premises. 6. STATEMENTS & PAYMENT. 6.1. CONTRACTOR STATEMENT. Contractor shall submit to Purchasing Entity's designated statement contact properly itemized managing account statements. Such statements shall, upon request by the applicable entity and subject to character space limitations, itemize the following: (a) Master Agreement No. 00719 (b) Participating Addendum No. (c) Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative); and (d) Statement amount. Statements will not be processed for payment until receipt of a complete statement as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchaser. Payment is due within the earlier of forty-five (45) days of statement or the date required in the applicable Participating State's prompt pay act or similar legislation. If Purchaser fails to make timely payment(s), Contractor may invoice in the amount of upto one percent (1%) per month on the amount overdue or a minimum of $2, or as otherwise agreed in the applicable Participating Addendum. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchaser the full amount of any erroneous payment or overpayment. Such refunds shall occur promptly upon discovery by Contractor or within thirty (30) days of written notice to Contractor; Provided, however, that so long as Purchaser is not in monetary default at such time, Purchaser shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchaser may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 6.4. NO ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.5. TAXES/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Master Agreement. 6.6. BILLING DISPUTES; SUSPENSION AND FOREIGN TRANSACTIONS. Any Purchasing Entity shall communicate all disputes regarding Charges or billing for the Commercial Card program within sixty (60) days of the Statement date to Contractor in accordance with the Network operating rules and regulations, identifying the specific items and the basis for such dispute. If the amount owing under a Commercial Card account (otherthan amounts subject to a bone fide dispute) has not been paid in full when due, the Commercial Card is delinquent. Contractor may suspend any Commercial Card that is delinquent. Contractor may recover any reasonable legal fees and other expenses incurred in collecting any delinquent amounts on a Commercial Card. If a Commercial Card is used for Charges in a currency other than the MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 9 (Rev. 2020-03-11) billing currency, due to fluctuations in foreign exchange rates, a credit may not be the same amount as the original Charge. 7. MASTER AGREEMENT MANAGEMENT. 7.1. MASTER AGREEMENT ADMINISTRATION. The parties hereby designate the following administrators as the respective single points of contact for purposes of this Master Agreement. Enterprise Services' contract administrator shall provide Master Agreement oversight. Contractor's contract administrator shall be Contractor's principal contact for business activities under this Master Agreement. The parties may change contractor administrators by written notice as set forth in Section 7.4 below. Enterprise Services Attn: Team Cypress, Contract 00719 Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: DESTeamCVpress@des.wa.gov Tel: (360) 407-2218 Contractor Attn: CPS Contracts Manager 901 Marquette Ave S Minneapolis, MN 55402 EP-M N-A175 Tel: (310) 363-5850 7.2. CONTRACTOR RELATIONSHIP MANAGER. In each Participating Addendum, Contractor shall designate a Relationship Manager who shall be responsible for addressing Purchaser issues pertaining to this Master Agreement and Participating Addendum. Notwithstanding any provision to the contrary, Contractor agrees that upon written notice from Participating State it shall collaborate with such State to transition the Relationship Manager duties to an alternative representative so as to achieve the mutually beneficial relationship intended by this Agreement. 7.3. ACCOUNT COORDINATOR. In each Participating Addendum, Contractor shall designate one or more Account Coordinators who shall be responsible for addressing Purchaser issues pertaining to this Master Agreement and Participating Addendum. Notwithstanding any provision to the contrary, Contractor agrees that upon written notice from Participating State it shall collaborate with such State to transition the Account Coordinator duties to an alternative representative so as to achieve the mutually beneficial relationship intended by this Agreement. 7.4. NOTICES. Any notices required to be delivered under this Agreement shall be in writing and delivered by electronic mail, or by U.S. certified mail, return receipt requested, postage prepaid, and shall be sent to the respective addressee at the respective address set forth below or to such other address as the parties may specify in writing: Enterprise Services Attn: Legal Services Manager Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Contractor Attn: Law Division — Corporate Payment Systems U.S. Bank National Association 800 Nicollet Mall, Suite 2100 Minneapolis, MN 55402 Notices shall be deemed effective two (2) days after the date of mailing, if sent by U.S. certified mail, or upon acknowledgment from the recipient, if sent by electronic mail. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 10 (Rev. 2020-03-11) 8. CONTRACTOR SALES REPORTING; ADMINISTRATIVE FEE; & CONTRACTOR REPORTS. 8.1. NASPO VALUEPOINT ADMINISTRATIVE FEE. Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one -quarter (1/4 or 25%) of one basis point (0.0025% or 0.000025) of the National Annual Volume no later than seventy-five (75) days following the end of the calendar year; provided that NASPO ValuePoint, or its assignee, has provided the necessary payment instructions and signed any associated forms that Contractor reasonably determines is necessary to effectuate such payment. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing submitted with the bid. 8.2. PARTICIPATING STATE ADMINISTRATIVE FEE. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee set forth above shall be based on the sum of Standard Volume and Non - Standard Volume. 9. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS. In addition to other reports that may be required by the Master Agreement, Contractor shall provide the following NASPO ValuePoint reports. 9.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero (0) sales during a calendar quarter, a report is still required. Reports shall be due no later than sixty (60) days following the end of the calendar quarter (as specified in the reporting tool). 9.2. DETAILED SALES DATA. Contractor also shall report to Enterprise Services and to NASPO ValuePoint, detailed sales data by: (1) Participating State, (2) Entity/Customer Type, coded as State Government, Local Government, Higher Education, K12, Non -Profit; (3) total number of transactions; (4) total dollar value of transactions. Reports are due on a quarterly basis and must be received by Enterprise Services and NASPO ValuePoint no later than sixty (60) days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to NASPO ValuePoint electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. 9.3. NATIONAL ANNUAL SALES INCENTIVE REPORT. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator and Enterprise Services Contract Administrator with a National Annual Sales Volume Incentive Report reflecting each State's total annual spend, and National Annual Volume Rebate earned no later than sixty (60) days after the end of the calendar year. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 11 (Rev. 2020-03-11) 9.4. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide NASPO ValuePoint an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. 9.5. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Master Agreement. Enterprise Services and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy and otherwise use reports, data and information provided under this section. 9.6. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as well as transaction data relating to Orders under this Master Agreement that identify the entity/customer, transaction dates, line item descriptions and volumes, and prices/rates, shall be Confidential Information. Except as required by law, Contractor shall hold Confidential Information in confidence and shall not transfer or otherwise disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of purchase transactions under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. This provision does not apply to disclosure to the Lead State, a Participating State or any governmental entity exercising an audit, inspection, or examination pursuant to this Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 10. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW. 10.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Master Agreement, including the competitive nature of NASPO ValuePoint procurements, the Master Agreement and Participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. 10.2. LOGOS. NASPO ValuePoint logos may not be used by the Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. 10.3. ANNUAL CONTRACT REVIEW. Contractor agrees to participate in an annual contract performance review at a location selected by Enterprise Services and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. 11. RECORDS RETENTION & AUDITS. 11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Card User Agreements (CUA) entered into by Participating or Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Master Agreement or final payment for any order placed by a Participating or Purchasing Entity MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 12 (Rev. 2020-03-11) against this Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.2. AUDIT. Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly issued the Purchasing Entity the applicable rebate/incentive share. Accordingly, Contractor shall permit Enterprise Services, any Participating or Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or agreements entered into by Participating and/or Purchasing Entities under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Master Agreement or final payment for any account under this Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.3. UNDERPAYMENTOF REBATE/INCENTIVE SHARE. Without limiting any other remedy available to any Participating or Purchasing Entity, in the event of a material underpayment of the Rebate/Incentive Share, in addition to compensating such Participating or Purchasing Entity for the deficiency, Contractor shall reimburse such Participating or Purchasing Entity for its reasonable out-of-pocket expenses incurred to discover and calculate the amount of such deficiency, or twenty-five (25%) of the amount of the deficiency, whichever is less. 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the term of this Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit C— Insurance Requirements. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers' compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Master Agreement. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 12.3. INSURANCE CERTIFICATE. Prior to commencement of performance and annually thereafter, Contractor shall provide to Enterprise Services a written endorsement to the Contractor's general liability insurance policy or other documentation evidence acceptable to the Lead State that (1) names the participating States identified in the Competitive Solicitation as additional insureds, (2) provides for written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 13 (Rev. 2020-03-11) 13. PUBLIC INFORMATION. This Master Agreement, all related documents, and all records created as a result of the Master Agreement are subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56. In addition, Participating Addend ums and related records shall be subject to public disclosure as required by applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the extent that any such Contractor document or record — in whole or in part — includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record —the exempted or protected portions only —with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor's sole expense, timely obtains a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor's failure properly to identify exempted or protected information or timely respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 14. CLAIMS 14.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees, and agents in connection with Contractor's operations under this Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor's risks. Contractor shall pay for all damage to any Purchaser's property resulting directly or indirectly from its acts or omissions under this Master Agreement, even if not attributable to negligence by Contractor or its agents. 14.2. THIRD -PARTY CLAIMS; INDEMNITY. Contractor shall defend, indemnify, and hold harmless Enterprise Services and any Purchaser and their employees and agents from and against all third -party claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") arising from any negligent or wrongful act or omission of Contractor or its successors, agents, and subcontractors under this Master Agreement, except to the extent such claims are caused by Enterprise Services or any Purchasers' negligence or wrongful actor omission. Contractor shall take all steps needed to keep Purchaser's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. 14.3. THIRD- PARTY CLAIMS; INDEMNITY - INTELLECTUAL PROPERTY. Contractor shall defend, indemnify and hold harmless Enterprise Services and any Purchaser, along with their officers and employees, from and against claims, damages or causes of action including reasonable attorney fees and related costs arising out of the claim that Contractor's operations/products or their use, infringes Intellectual Property rights of any person or entity. (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) Provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) Specified by the Contractor to work with the Product; or MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 14 (Rev. 2020-03-11) (c) Reasonably required, in order to use the product in its intended manner, and in the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (d) It would be reasonably expected to use the Product in combination with such product, system, or method. (2) The indemnified party shall notify the Contractor within a reasonable time after receiving notice of an intellectual property claim. Even if the indemnified party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the intellectual property claim resulting in increased expenses or loss to the Contractor. If the Contractor promptly and reasonably investigates and defends any intellectual property claim, it shall have no control over the defense and settlement of it. However, the indemnified party must consent in writing for any money damages or obligations for which it may be responsible. The indemnified party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the intellectual property claim, the indemnified party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys' fees and related costs, incurred by the indemnified party in the pursuit of the intellectual property claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. 14.4. THIRD -PARTY CLAIMS; INDEMNITY: NASPO. Contractor's indemnity obligations set forth above shall extend to an obligation to defend, indemnify, and hold harmless, NASPO and NASPO ValuePoint) to the same extent as Enterprise Services and any Purchaser. 15. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior manager of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 16. DEFAULTS AND REMEDIES. 16.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Master Agreement immediately by written cure notice of any default. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights under this Master Agreement. All of Contractor's obligations to Enterprise Services and Purchasers survive termination of Contractor's rights under this Master Agreement, until such obligations have been fulfilled. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 15 (Rev. 2020-03-11) 16.2. CONTRACTOR DEFAULT. Each of the following events shall constitute default of this Master Agreement and Participating Addendum by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Master Agreement; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 16.3. PURCHASING ENTITY DEFAULT. Any Purchasing Entity will be in default of the applicable Participating Addendum or Card User Agreement upon the occurrence of any of the following events (each, a "Purchasing Entity Default"): (a) any material violation of its obligations set forth in or the applicable security, confidentiality, or intellectual property sections as set forth in the Master Agreement; (b) any failure to make a payment on any Commercial Cards as set forth in the applicable billing and payment sections; (c) any material default of any other agreement between U.S. Bank and Purchasing Entity that has not been cured in the time specified in the applicable agreement; (d) any representations or warranties that fail to be true and correct at any time during the term; (e) any material violation of any other covenants, conditions, or provisions set forth in the Master Agreement or applicable Participating Addendum or Card User Agreement; (f) the filing of a bankruptcy or insolvency proceeding, the appointment of a receiver or trustee for benefit of creditors, or the entry into an arrangement with its creditors by Purchasing Entity or any guarantor of Purchasing Entity's obligations hereunder (a "Guarantor"); (g) Purchasing Entity's or Guarantor's merger or amalgamation where it is not the surviving entity; (h) Purchasing Entity's or Guarantor's sale, or transfer of all or substantially all of its assets; or (i) a Guarantor, if any, revokes its guaranty of Purchasing Entity's Obligations. 16.4. PURCHASING ENTITY CURE PROCESS. Purchasing Entity shall cure any Purchasing Entity Default arising under Section 16.3. (a) within five (5) days after notice of a Purchasing Entity Default. Purchasing Entity shall cure any Purchasing Entity Default arising under Section 16.3. (b), (c), (d) and (e) within thirty (30) days notice of a Purchasing Entity Default. Notwithstanding the foregoing, a Purchasing Entity Default of Section 6.1 of this Exhibit H or a Purchasing Entity Default arising under Sections 16.3(f), (g), (h) or (i) shall not be entitled to notice or the right to cure and U.S. Bank may immediately terminate this Participating Addendum as a result of any such default. U.S. Bank shall cure any U.S. Bank Default arising under Section 16.2(a) or (b) within thirty (30) days after notice of a U.S. Bank Default. U.S. Bank shall not be entitled to cure a U.S. Bank Default under Section 16.2(c). MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 16 (Rev. 2020-03-11) 16.5. CONTRACTOR REMEDIES FOR PURCHASING ENTITY DEFAULT. Upon the occurrence of a Purchasing Entity Default, after the notice and cure period have run, if any, without cure, in addition to any other remedies at equity or law, U.S. Bank may: (i) immediately terminate the Purchasing Entity's Participating Addendum or Card User Agreement, or suspend or cancel any Commercial Cards issued thereunder; (ii) retain and will not be required to pay Purchasing Entity any amounts then due pursuant to the Participating Addendum or Card User Agreement (other than a return of prefunded amounts not applied to outstanding obligations) until such default is cured by Purchasing Entity; and (iii) demand and recover payment of any damage amount directly or indirectly related to any Purchasing Entity Default, including any fees or losses sustained by U.S. Bank, and any reasonable court and legal costs incurred by U.S. Bank to exercise its rights or remedies under this Section 5. If Purchasing Entity violates its obligations under Section 7 of Exhibit G - Commercial Card Requirements to the Master Agreement (Security; Confidentiality and Intellectual Property), in the addition to the foregoing, U.S. Bank is entitled to injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security, because U.S. Bank's remedies at law may be inadequate to protect U.S. Bank against immediate and irreparable harm caused by any anticipated or actual breach of Participating State's obligations as set forth in Section 7 of Exhibit G - Commercial Card Requirements to the Master Agreement (Security; Confidentiality and Intellectual Property) and because damages resulting from such a breach may be difficult to ascertain. Any delay or failure on the part of U.S. Bank to take action upon the occurrence of a Purchasing Entity Default shall not constitute a course of dealing on the part of U.S. Bank, shall not constitute a waiver of such Purchasing Entity Default or prevent U.S. Bank from taking action on such Purchasing Entity Default or any other Purchasing Entity Default in the future. For the avoidance of doubt, the adjustment of the credit limits or controls described in Exhibit D — Establishing a Card User Agreement to the Master Agreement (including requiring prefunding) are independent rights and are not dependent upon the existence of a Purchasing Entity Default. 16.6. ENTERPRISE SERVICES REMEDIES FOR CONTRACTOR DEFAULT. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasers replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law subject to Section 16.4 of this Master Agreement. 16.7. PURCHASING ENTITY REMEDIES FOR CONTRACTOR DEFAULT. Upon the occurrence of a U.S. Bank Default, after the notice and cure period have run, if any, without cure, in addition to any other remedies at equity or law, Purchasing Entity may: (i) immediately terminate their Participating Addendum or Card User Agreement, as applicable; and (ii) demand and recover payment of any damage amount directly related to any U.S. Bank Default. If U.S. Bank violates its obligations under Section 7 of Exhibit G - Commercial Card Requirements to the Master Agreement (Security; Confidentiality and Intellectual Property), in the addition to the foregoing, Purchasing Entity is entitled to injunctive relief in its favor and to specific performance without proof of actual damages and without the requirement of the posting of any bond or similar security, because Purchasing Entity's remedies at law may be inadequate MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 17 (Rev.2020-03-11) to protect Purchasing Entity against immediate and irreparable harm caused by any actual breach of U.S. Bank's obligations as set forth in Section 7 of Exhibit G - Commercial Card Requirements to the Master Agreement (Security; Confidentiality and Intellectual Property), and because damages resulting from such a breach may be difficult to ascertain. Any delay or failure on the part of Purchasing Entity to take action upon the occurrence of a U.S. Bank Default shall not constitute a course of dealing on the part of Purchasing Entity, shall not constitute a waiver of such U.S. Bank Default or prevent Purchasing Entity from taking action on such U.S. Bank Default or any other U.S. Bank Default in the future. For the avoidance of doubt, only the Participating State shall have the ability to terminate the Participating Addendum as set forth under this Section. 16.8. CUMULATIVE REMEDIES. Except as expressly provided elsewhere in the Master Agreement and Participating Addendum, each party's rights and remedies under the Master Agreement and Participating Addendum are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party. 16.9. LIMITATION ON DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchasing Entity be liable to the other for consequential, special, indirect, exemplary or punitive damages (including lost profits, even if such party had been notified of the potential for such damages). 16.10. ENTERPRISE SERVICES GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Master Agreement if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Purchasing Entity or Purchasing Entity from payment for purchases on account as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Purchasing Entity or Purchasing Entity shall have any obligation or liability to Contractor. (b) Termination for Public Convenience. Enterprise Services, for public convenience, may terminate this Master Agreement; Provided, however, that such termination for public convenience must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and Provided further, that such termination for public convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for public convenience shall not relieve any Purchasing Entity or Purchasing Entity from payment for purchases on account as of the effective date of such notice. Except as stated in this provision, in the event of such termination for public convenience, neither Enterprise Services nor any Purchasing Entity or Purchasing Entity shall have any obligation or liability to Contractor. 16.11. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 18 (Rev. 2020-03-11) termination. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 16.12. AGREEMENTTERM. During the term, neither U.S. Bank nor Purchasing Entity may terminate the applicable Participating Addendum or Card User Agreement, except by mutual consent or as otherwise provided in the Master Agreement or applicable Participating Addendum. 16.13. PARTICIPATING ADDENDUM OR CARD USER AGREEMENT TERMINATION BY CONTRACTOR. In addition to any rights arising under this Master Agreement, U.S. Bank may terminate the applicable Participating Addendum or Card User Agreement (i) upon thirty (30) days' prior written notice to Purchasing Entity, if there has been no material activity on Commercial Cards for any twelve (12) consecutive month period; or (ii) at any time upon one -hundred and twenty (120) days' prior written notice. 16.14. PARTICIPATING ADDENDUM OR CARD USER AGREEMENT TERMINATION BY PURCHASING ENTITY. In addition to any rights arising under this Master Agreement, Purchasing Entity may terminate the applicable Participating Addendum or Card User Agreement (i) at anytime upon sixty (60) days' prior written notice; provided, however, that Purchasing Entity remains liable for any Obligations incurred prior to the effective date of termination; or (h) upon thirty (30) days' prior written notice in the event Purchasing Entity fails to appropriate or allocate sufficient funds to perform under the Agreement; provided, however, that Purchasing Entity remains liable for all Obligations incurred prior to the effective date of termination. Forthe avoidance of doubt, only the Participating State shall have the ability to terminate the applicable Participating Addendum as set forth in this Section. 16.15, REGULATORY SUSPENSION AND TERMINATION BY CONTRACTOR. U.S. Bank may immediately, (i) suspend or cancel any Commercial Card if U.S. Bank is unable to verify the identity of the Cardholder or owner of the Commercial Card based on the Identification Information submitted to U.S. Bank, or if U.S. Bank is unable to verify that providing services to a Cardholder or Purchasing Entity does not pose a risk to U.S. Bank of violating any applicable law, statute, or regulation; and (ii) terminate the applicable Participating Addendum or Card User Agreement if U.S. Bank, in its sole discretion, determines the provision of any of the services under the applicable Participating Addendum or Card User Agreement is counter to any existing, new, or amended law, regulation, regulatory interpretation, anticipated regulatory interpretation, or any enforcement of existing, new, or amended law, regulation, regulatory interpretation, or anticipated regulatory interpretation. 16.16. TERMINATION PROCEDURE. Regardless of basis, in the event of suspension or termination (in full or in part), the parties shall cooperate to ensure an orderly and efficient suspension or termination. Unless directed by Enterprise Services to the contrary, Contractor shall not process any orders after notice of suspension or termination inconsistent therewith. 17. GENERAL PROVISIONS. 17.1. TIME IS of THE ESSENCE. Time is of the essence for each and every provision of this Master Agreement. 17.2. FORCE MAJEURE. (a) Except for any duty arising under their Participating Addendum or Card User Agreement to make payments, neither Purchasing Entity or Contractor is responsible for delays or failures in performance resulting from acts of God, acts of civil or military MASTER CONTRACT NO, 00719 COMMERCIAL CARD SERVICES 19 (Rev. 2020-03-11) authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions or other acts or causes reasonably beyond the control of that party. The party suffering the force majeure event will (i) implement its applicable disaster recovery plan to the extent appropriate and practicable; (ii) give the other party written notice within three (3) business days to the other specifying such force majeure event and their detailed plan to resume normal operations of the occurrence of a force majeure event; (iii) use diligent efforts to re -commence performance as promptly as commercially practicable pursuant to its disaster recovery plan; and (iv) provide periodic updates to the other party regarding its efforts to re -commence performance, until performance has re- commenced in accordance with this Participating Addendum. (b) Either party may terminate the Participating Addendum, upon written notice to the other, if the non -terminating party is unable to perform a material portion of its obligations, as a direct result of a force majeure event, for more than thirty (30) consecutive days. Delay in either party's performance is excused to the extent its performance is delayed solely due to an act or omission of the other party. 17.3. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. The parties will maintain compliance with all statutes and regulations applicable to the products and services contemplated under the Participating Addendum, including all economic sanctions laws, anti - money laundering laws, and trade restrictions imposed by the United States, United Nations, European Union or Canada and U.S. Bank's policies related thereto. U.S. Bank may require Identification Information for Purchasing Entity, and any authorized signers, beneficial owners, Cardholders or directors of Purchasing Entity. Purchasing Entity shall promptly provide any such required Identification Information to U.S. Bank. Purchasing Entity shall comply with, and shall cause its Cardholders to comply with the following regulations and terms and conditions to the extent applicable to the Commercial Card program or the products and services provided pursuant to the Participating Addendum: (a) CLEARING HOUSE OPERATING REGULATIONS. Any applicable automated clearinghouse operating rules or regulations, including, without limitation, the National Automated Clearing House Association Operating Rules, Guidelines of the Canadian Payments Association (Payments Canada) operating rules and guidelines, or any related or successor operating rules; (b) NETWORK OPERATING REGULATIONS. Network operating rules and regulations; and (c) END USER AGREEMENTS. Each Cardholder may receive and must agree to any and all applicable Card holder Agreement, Card holder Agreement, Privacy Agreement, or End User License Agreement that governs the use of a Commercial Card (collectively, the "End User Agreements"). U.S. Bank may amend the End User Agreements from time to time without notice to the Cardholder. U.S. Bank will provide Cardholders with notice of any material change to the End User Agreements. 17.4. INTEGRATED AGREEMENT. This Master Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 20 (Rev. 2020-03-11) 17.5. AMENDMENT OR MODIFICATION. Except as set forth herein, this Master Agreement or any Participating Addendum may not be amended or modified except in writing and signed by a duly authorized representative of each party. 17.6. AUTHORITY. Each party to this Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that it has full power and authority to enter into this Master Agreement and that its execution, delivery, and performance of this Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.7. NO AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. The relationship between the parties is that of independent contractors. Nothing contained in the Master Agreement or Participating Addendum creates an agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party has authority to contract for or bind the other party in any manner whatsoever. 17.8. ASSIGNMENT. Contractor may not assign its rights under this Master Agreement or any Participating Addendum without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights underthis Master Agreement, Participating Addendum, or any Card User Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Master Agreement notwithstanding any prior assignment of its rights. For the purposes of this Section, the following shall not be considered an assignment, transfer or delegation and, in no event, require Enterprise Services' or a Purchasing Entity's approval or notice: (a) U.S. Bank's going from a publicly held corporation to a privately held corporation; (b) any public offering of U.S. Bank's stock; or (c) any change in ownership of U.S. Bank's stock. Purchasing Entity shall not assign or otherwise transfer or delegate its rights, obligations, or duties under this Participating Addendum without U.S. Bank's prior written approval at its sole discretion. For the purposes of this provision, "transfer" refers to a merger, acquisition, consolidation, divestiture, change in control, asset transfer, amalgamation, proceeding under bankruptcy laws, or any other transfer, reorganization, or sale (in whole or in part) of Purchasing Entity. To the fullest extent not prohibited by applicable law, Participating State will notify U.S. Bank in advance of any material change (and if prohibited, within fifteen (15)days after such change) to any information provided to U.S. Bank at any time concerning Purchasing Entity's primary business, legal organization (e.g., partnership, corporation, etc.) or any change resulting from a transfer as described above. Participating State shall promptly provide any information requested by U.S. Bank associated with the request for approval. 17.9. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Master Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 17.10. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 21 (Rev.2020-03-11) cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and/or services provided in Washington for the purpose of carrying out the Contractor's obligations under this Master Agreement, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. Contractor irrevocably assigns to a state Purchasing Entity outside the State of Washington any claim for relief or cause of action as described in this subsection, and the same right to control such litigation, in connection with any goods and/or services provided in the Purchasing Entity's state. 17.11. SEVERABILITY. If any provision of this Master Agreement or any Participating Addendum is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of the Master Agreement or Participating Addendum, and to this end, the provisions of the Master Agreement or Participating Addendum are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Master Agreement or the Participating Addendum. 17.12. WAIVER. Failure of U.S. Bank, a Participating State, or a Purchasing Entity to insist upon the strict performance of any of the terms and conditions of the Master Agreement and Participating Addendum , or failure to exercise any rights or remedies provided therein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its obligations under this Master Agreement or any Participating Addendum, nor shall any purported oral modification or rescission of this Master Agreement or any Participating Addendum by either U.S. Bank, a Participating State, or a Purchasing Entity operate as a waiver of any of the terms hereof. No waiver by U.S. Bank, a Participating State, or a Purchasing Entity of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, orviolation of the same or otherterm, warranty, representation, contract, covenant, right, condition, or provision. 17.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Master Agreement and any Participating Addendum and Card User Agreement, and any other terms that expressly or by implication are intended to survive the termination of the Master Agreement or Participating Addendum, shall survive and remain in effect following the expiration or termination, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 17.14. GOVERNING LAW. The validity, construction, performance, and enforcement of this Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Master Agreement or order placed pursuant to such Participating Addendum shall be governed by and construed in accordance with the laws of the Purchasing Entity or Purchasing Entity's State. 17.15. JURISDICTION & VENUE. In the event that any action is brought to enforce any provision of this Master Agreement, the parties agree to submit to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any claim, dispute, or MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 22 (Rev. 2020-03-11) action concerning this Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 17.16. SOVEREIGN IMMUNITY. In no event shall this Master Agreement, any Participating Addendum, or any act of the lead State, a Purchasing Entity, or Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extend Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. 17.17. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Master Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 17.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Master Agreement and the Participating ADDENDUM shall be construed as a whole according to their common meaning and not strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Master Agreement. Each party and its counsel has reviewed and revised this Master Agreement and Participating Addendum and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Master Agreement and Participating Addendum. Each term and provision of this Master Agreement and Participating Addendum to be performed by either party shall be construed to be both a covenant and a condition. 17.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Master Agreement. 17.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Master Agreement in their entirety. 17.21. CAPTIONS & HEADINGS. The captions and headings in this Master Agreement and Participating Addendum are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Master Agreement or Participating Addendum nor the meaning of any provisions hereof. 17.22. NO THIRD -PARTY BENEFICIARIES OR CLAIMS. Except as stated in the Master Agreement or any Participating Addendum, with reference to any successors or assigns, any services provided pursuant to the Participating Addendum are for the sole and exclusive benefit of Participating State. No provision of the Participating Addendum is intended to be a third -party beneficiary contract or to create or vest any third -party beneficiary rights, interests, or privileges in favor of any entity other than U.S. Bank and its affiliates and Participating State. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 23 (Rev. 2020-03-11) 17.23. SET-OFF. U.S. Bank may set-off any amounts Purchasing Entity owes to U.S. Bank, pursuant to the applicable Participating Addendum or Card User Agreement, against any amounts due to Purchasing Entity by U.S. Bank (not to include any fraud or valid disputed transactions) pursuant to the applicable Participating Addendum or Card User Agreement. 17.24. DELEGATION. To the extent necessary to provide the Commercial Card program, U.S. Bank may delegate its duties herein to one or more third parties without Purchasing Entity's consent or approval, so long as U.S. Bank remains responsible and liable for the conduct of and payment to any such third parties. 17.25. WAIVER OF JURY TRIAL. Participating State and U.S. Bank hereby waive all rights to trial by jury in any proceeding relating to this Participating Addendum. 17.26. ELECTRONIC SIGNATURES. A signed copy of this Master Agreement or any other ancillary agreement transmitted by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Master Agreement or such other ancillary agreement for all purposes. 17.27. COUNTERPARTS. This Master Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Master Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Master Agreement. EXECUTED as of the date and year first above written. STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES E-SIGNED by Corinna Cooper By: on 2020-11-12 22:22:57 GMT Name: Corinna Cooper Its: Statewide Enterprise Procurement Manager MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES ( Rev. 2020-03-11) U.S. BANK NATIONAL ASSOCIATION, A DELAWARE CORPORATION Ei SIGNED by Brad Hoffelt By: 06,29 .9 -11-12 15:29:56 GMT Name: Brad Hoffelt Its: Senior Vice President 24 EXHIBIT A COMMERCIAL CARD PRODUCTS This Exhibit outlines the Commercial Card products available under the Master Agreement. CARD TYPES - VISA Payment Solution Liability Offered Billing Option Declining Balance Card/ Commercial Liability Corporate Bill/Corporate Pay Central Managed Spend Card Billed Accounts (CBA) Emergency Card Commercial Liability Corporate Bill/Corporate Pay Corporate Bill/Corporate Pay Individual One Card/Integrated Cards Commercial Liability Bill (IBA)/Individual Pay Individual Bill (IBA)/Corporate Pay Central Billed Accounts (CBA) Corporate Bill/Corporate Pay Individual Purchase Card Commercial Liability Bill (IBA)/Individual Pay Individual Bill (IBA)/Corporate Pay Central Billed Accounts (CBA) Corporate Bill/Corporate Pay Individual Travel Card Bill (IBA)/Individual Pay Individual Bill Commercial Liability (IBA)/Corporate Pay Central Billed Accounts CBA Travel Card Individual Liability Joint & Individual Bill (IBA)/Individual Pay Several Liability Individual Bill (IBA)/Corporate Pay Electronic Payable/Single Use Commercial Liability Corporate Bill/Corporate Pay Accounts/Virtual Card SUPPLEMENTAL SOLUTIONS Payment Solution Liability Offered Billing Option Ghost Cards (Available on all Commercial Liability Corporate Bill/Corporate Pay card types) Event Planner Card Commercial Liability Corporate Bill/Corporate Pay Central Billed Accounts (CBA) Travel Virtual Pay Commercial Liability Corporate Bill/Corporate Pay 1. DECLINING BALANCE CARD/MANAGED SPEND CARD. The U.S. Bank Declining Balance Card/Managed Spend Card is an efficient way to manage outlying expenses. The U.S. Bank managed spend card is a flexible payment tool that can support a variety of budgetary requirements. Similar to traditional purchasing or travel card programs, managers can customize controls (i.e., cash guidelines and merchant category code blocking) while setting firm credit limits and/or fund expiration dates. 2. EMERGENCY CARD. U.S. Bank's Emergency Card offer seamless integration so the Participating State or Purchasing Entity can focus attention on maintaining operations and pursuing the restoration of services. This program is designed to assist employees in facilitating their recovery efforts during hurricanes, floods, fires, power outages and other crises. Spending limits and controls are pre-set to MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 25 (Rev. 2020-03-11) match policies for the Participating States and Purchasing Entities, as well as the individual payment needs of employees. We recognize that in most cases emergency response cards may remain inactive for a long period. As an added feature, U.S. Bank emergency response cards will not purge from the system because of inactivity to ensure Participating States and Purchasing Entities have access when an emergency arises. 3. ONE CARD/INTEGRATED CARDS. The U.S. Bank One Card program unites the power of the U.S. Bank Purchasing Card and U.S. Bank Corporate Travel Card. Increase efficiencies, improve controls and provide employees with the convenience they are looking for. The One Card/Integrated Card program allows participants to manage travel and procurement transactions with one process, one staff, and one bill. Additional features include: • Current accounting system integration • Definable individual credit limits • Automatic travel insurance and • Enhanced data capabilities emergency Travel services 4. PURCHASE CARD. The U.S. Bank Purchasing Card streamlines the purchasing process and empowers individual supply chain management strategies. By using U.S. Bank purchase cards to place orders, the costs associated with processing requisitions, purchase orders and check requests are dramatically reduced. The program simplifies and enhances all aspects of the purchasing process, including policy compliance, vendor negotiations, transaction monitoring, security, reporting and payment. Additional features include: • Worldwide acceptance • Transaction and spend limits • Comprehensive spend reporting • Enhanced data capabilities • Financial systems integration • Tax and compliance management tools S. CORPORATE TRAVEL CARD. The U.S. Bank Corporate Travel Card is a comprehensive, simplified way to monitor and control corporate travel and entertainment (T&E) expenses. Because the program is flexible and widely accepted, it can be easily tailored to meet the specific needs of the organization. The corporate travel card offers extensive reporting functions that can yield valuable information to help monitor ME spending as well as aid with vendor negotiations. U.S. Bank corporate travel card also includes: • Comprehensive travel benefits • Electronic expense reporting integration • Flexible billing and CTS capability • 24/7/365 customer service support • Worldwide acceptance and access to • Effective VAT reclaim solutions global cash advance systems The corporate travel card comes with the following liability options listed below. It should be noted, in U.S. Bank's current agreement with the State, Individual Liability is referred to as Joint and Several Liability and Contingent Liability. • Commercial Liability —The Participating State or Purchasing Entity is solely liable to U.S. Bank for payment of all charges. • Individual Liability —The Cardholder is solely liable for payment of all charges on their account. The Participating State or Purchasing Entity agrees to reimburse the Cardholder or to pay U.S. Bank directly for legitimate business expenses charged to the account. • Joint & Several Liability— The Participating State or Purchasing Entity and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 26 (Rev. 2020-03-11) individual Cardholders are responsible for payment of all charges incurred on their accounts. However, if a Cardholder does not pay according to the payment terms, the Participating State or Purchasing Entity is responsible for payment of all charges. 6. ELECTRONIC PAYABLE/SINGLE USE ACCOUNTS/VIRTUAL CARD. The U.S. Bank Virtual Pay (Electronic Payable/Single-Use Accounts/Virtual Card) functionality is a natural progression of Purchase Card/One Card/Travel Card solutions. By replacing checks and paper- based processes with virtual accounts, Virtual Pay streamlines payments to provide cost -saving solutions. At no cost to NASPO participants, Virtual Pay provides tools, resources, flexibility and a dedicated Supplier Enrollment team to help Participating States and Purchasing Entities reduce payment costs, increase efficiencies and generate rebate revenue. Virtual Pay cardless account numbers can be set to a specific supplier, date range and payment amount. Payments are processed only after the Participating State or Purchasing Entity approves them, providing complete control over the accounts payable process. Virtual Pay is also offered for ME programs and provides several payment options, including: • Pre -Authorized Limits —Under this option, we dynamically raise credit limits on supplier -dedicated accounts from zero to the approved amount. • Single -Use Accounts —This option assigns unique account numbers (Single -Use Accounts) to each approved payment transaction. In addition, Single -Use Accounts simplify reconciliation through the one-to-one relationship of the account number to the posted transaction. • Precise Pay —The Precise Pay functionality within U.S. Bank Virtual Pay drives greater control and auto reconciliation by controlling the payment amount that may be authorized from suppliers on Single -Use Accounts down to the penny. • Mobile On -Demand Single -Use Accounts—U.S. Bank was the first bank with virtual cards rendered in a mobile app. Users can request single -use virtual card accounts and have them delivered to their mobile devices to make payments. • Straight -Through Processing —The payment is automatically processed forthe supplier with the payment being deposited into their merchant account. 7. GHOST CARD. The Ghost Card is an extension of the U.S. Bank Purchase Card, One Card and Corporate Travel Card solutions. Program Administrators may establish cardless accounts within any payment solution category for the purpose of strategic purchasing. Examples include department cards, supplier cards, AP cards, event planning, emergency cards, etc. 8. EVENT PLANNER CARD. The U.S. Bank Event Planner Card allows select individuals the authority to make high limit and non- traditional purchases. This account, created in response to client demand, allows event planning staff the purchasing flexibility they need without forfeiting the convenience, reporting benefits and rebate potential associated with the commercial card program. 9. TRAVEL VIRTUAL PAY. Travel Virtual Pay integrates virtual payment technology with the travel booking process, applying a unique virtual account number to every booking to facilitate automated matching of booking data with associated financial transactions. Travel Virtual Pay single -use account numbers can be set to specific criteria to match the booking authorization, enhancing control over travel expenses. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 27 (Rev. 2020-03-11) REBATE/INCENTIVE SHARE This Exhibit outlines the Rebate/Incentive Share components under the Master Agreement. INCENTIVE SHARE COMPONENTS/PAYMENTS REBATE/INCENTIVE SHARE #1—STANDARD VOLUME INCENTIVE. Each Purchasing Entity will receive a basis point (percentage) of their quarterly standard sales volume. The formula for calculating the Standard Volume Incentive is: (Quarterly Total Volume — Quarterly Non -Standard Volume) x basis points = Quarterly Standard Volume Incentive. Basis Points: 135 2. REBATE/INCENTIVE SHARE #2 — NON-STANDARD VOLUME INCENTIVE. Each Purchasing Entity will receive a basis point (percentage) of their quarterly non-standard sales volume. Non -Standard sales volume includes Large Ticket (LT) and Merchant Negotiated Interchange (MNI) Transactions. The formula for calculating the Non -Standard Volume Incentive is: (Large Ticket Quarterly Volume x Large Ticket basis points) + (Merchant Negotiated Interchange Quarterly Volume x Merchant Negotiated Interchange basis points) = Quarterly Non -Standard Volume Incentive. Large Ticket Purchases Basis Points: 135 Merchant Negotiated Interchange Basis Points: 135 REBATE/INCENTIVE SHARE #3 — PROMPT PAYMENT INCENTIVE. Each Purchasing Entity will receive a basis point (percentage) of their Quarterly Total Volume based on the entity's average speed of pay. The formula for calculating the Prompt Payment Incentive is: Quarterly Total Volume x Basis Points for Entity Average Client -held Days = Quarterly Prompt Payment Incentive. U.S. Bank will calculate the "average Client -held Days" by dividing the sum of daily balances during each Quarter by the Quarterly Total Volume (plus cash -advances), subtracting 15 from the result, and rounding up to the next whole number. Note: The payment terms for the Master Agreement is forty-five (45) days. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 28 (Rev. 2020-03-11) Basis Points Offered: Avg Client- held Days Basis Points Avg Client- held Days Basis Points Avg Client- held Days Basis Points 1 44.0 16 29.0 31 14.0 2 43.0 17 28.0 32 13.0 3 42.0 18 27.0 33 12.0 4 41.0 19 26.0 34 11.0 5 40.0 20 25.0 35 10.0 6 39.0 21 24.0 36 9.0 7 38.0 22 23.0 37 8.0 8 37.0 23 22.0 38 7.0 9 36.0 24 21.0 39 6.0 10 35.0 25 20.0 40 5.0 11 34.0 26 19.0 41 4.0 12 33.0 27 18.0 42 3.0 13 32.0 28 17.0 43 2.0 14 31.0 29 16.0 44 1.0 15 30.0 30 15.0 45 0.0 4. INCENTIVE SHARE #4 - NATIONAL ANNUAL VOLUME INCENTIVE. Each Participating State will receive an incentive based on their contribution to the National Annual Volume (total annual sales for all Participating States/Purchasing Entities). The Basis Point rate is determined by the National Annual Volume (total annual sales for all Participating States/Purchasing Entities). The formula for calculating the National Annual Volume Incentive is: Annual Volume X basis points = National Annual Volume Incentive. Basis Points Offered: National Annual Volume Basis Points $500,000,000 - $2,000,000,000 34.75 $2,000,000,001- $3,000,000,000 34.75 $3,000,000,001- $4,000,000,000 34.75 $4,000,000,001- $5,000,000,000 34.75 $5,000,000,001+ 34.75 5. CONDITIONS. To be eligible for and to retain a Rebate/Incentive Share, the Participating State and applicable Purchasing Entity must (i) have a Participating Addendum or Card User Agreement in effect at the end of the quarter in which a Rebate/Incentive Share is earned, and (ii) neither the Participating State nor the Purchasing Entity (if applicable) shall be subject to an uncured default at the time the Rebate/Incentive Share payment is due for such quarter. If the Participating State or Purchasing Entity fails to satisfy the conditions of this section at the time of the scheduled Rebate/Incentive Share payment, U.S. Bank will not be required to pay the Participating State or Purchasing Entity a Rebate/Incentive Share payment for such quarter. If the Purchasing Entity's final Rebate/Incentive Share is a negative amount, the Purchasing Entity shall reimburse U.S. Bank up to the amount of Rebate/Incentive Share U.S. Bank has previously paid to the Purchasing Entity. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 29 (Rev. 2020-03-11) 6. REBATE/INCENTIVE SHARE PAYMENT. U.S. Bank will pay each Purchasing Entity's Rebate/Incentive Share payments within sixty (60) days after the completion of the applicable quarter, except in the case of the National Annual Volume Incentive, which shall be paid within sixty (60) days after the completion of the calendar year. The final Rebate/Incentive Share payment to a Purchasing Entity will be made after the Purchasing Entity satisfies all Obligations and provides written instructions to U.S. Bank to close all Commercial Card accounts. U.S. Bank may retain and will not be required to pay a Rebate/Incentive Share payment to a Purchasing Entity if such payment is less than $75.00. U.S. Bank will not carry forward any Rebate/Incentive Share payments less than $75.00. Payment can be made via account credit, mailed check, ACH or EFT payment (via standard or non- standard format) as determined in the applicable Participating Addendum. 7. PRIOR PARTICIPATING ADDENDUM. If a Participating State has executed a Participating Addendum to the Commercial Card Solution, Washington State Contract #00612 Category 1 (as amended, supplemented or otherwise modified from time to time, the "Prior NASPO Bankcard Agreement"), any Purchasing Entities participating under the Prior NASPO Bankcard Agreement will continue to have an opportunity to earn a rebate pursuant to the terms and conditions of the Prior NASPO Bankcard Agreement for the Quarter preceding the first Quarter under an applicable Participating Addendum, and the Prior NASPO Bankcard Agreement will terminate on the first day of the first Quarter under a Participating Addendum. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 30 (Rev. 2020-03-11) Exhibit C INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Master Agreement, Contractor shall maintain in full force and effect, at Contractor's sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial General Liability Insurance (and, if necessary, commercial umbrella liability insurance) covering Bodily Injury and Property Damage on an 'occurrence form' in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include Contractual Liability insurance for the indemnity provided under this Master Agreement. b. COMMERCIAL AUTOMOBILE LIABILITY INSURANCE. 'Symbol 1' Commercial Automobile Liability coverage (and, if necessary, commercial umbrella liability insurance) included coverage for all owned, hired, and non -owned vehicles. The combined limit per occurrence shall not be less than $1,000,000. C. WORKERS' COMPENSATION INSURANCE & EMPLOYER'S LIABILITY (STOP GAP). Contractor shall comply with applicable Workers' Compensation or Industrial Accident Insurance providing benefits as required by law, including Employer's or Stop -Gap Liability with a minimum limit of $1,000,000 per accident. d. PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Professional Liability insurance in the amount of not less than $4,000,000 general annual aggregate for malpractice or errors and omissions coverage against liability for damages because of negligent acts, errors, and omissions related to this Master Agreement. e. CRIME INSURANCE/EMPLOYEE DISHONESTY. Employee Dishonesty and (when applicable) Inside/Outside Money and Securities coverage for State of Washington and/or purchaser owned property in the care, custody, and control of Contractor, including computerfraud. Coverage limits shall not be less than $2,000,000. f. CYBER Risl( LIABILITY INSURANCE. Cyber Risk Insurance limits are $4,000,000 annual aggregate. The limits of all insurance required to be provided by Contractor shall be no less than the minimum amounts specified. Coverage in the amounts of these minimum limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. A cross -liability clause or separation of insured condition shall be included in all general liability policies required by this Master Agreement. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best's Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 31 (Rev. 2020-03-11) 3. ADDITIONAL INSURED. The Commercial General Liability insurance shall include the State of Washington and all authorized Purchasers (and their agents, officers, and employees) as an Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Upon request by Enterprise Services, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Master Agreement, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above -stated kinds and minimum amounts, has been secured. A renewal certificate shall be delivered to Enterprise Services no less than ten (10) days prior to coverage expiration. Failure to provide proof of insurance, as required, will result in contract cancellation. All certificates of insurance shall include the Master Agreement number stated on the cover of this Master Agreement. 5. PRIMARY COVERAGE. Contractor's General Liability and Automobile Liability insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchaser. The General Liability and Automobile Liability insurance or self-insurance of the State of Washington and/or Purchasers shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Contractor shall include all subcontractors as insureds under all required insurance policies, or shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor's liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchaser for the recovery of damages to the extent such damages are or would be covered by the General Liability and Automobile Liability insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation of General liability, Automobile Liability or Workers Compensation insurance coverage, without at least thirty (30) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Master Agreement number stated on the cover of this Master Agreement. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 32 (Rev. 2020-03-11) ESTABLISHING A CARD USER AGREEMENT This Exhibit explains the process and documentation for establishing an account for an individual Purchasing Entity. Participating States may edit this process via the Participating Addendum. 1. NEW ACCOUNT SETUP. U.S. Bank has a designated sales team that processes all NASPO ValuePoint applications, ensuring knowledgeable support during the contracts and credit qualification process. U.S. Bank's sales team is available from 8:00 a.m. to 5:00 p.m., local time, to respond to questions about the program features, benefits, systems, processes, and can even assist them in filling out the application and required documentation if questions arise. Any new Participating State or Purchasing Entity joining the program would go through U.S. Bank's tailored implementation approach. We will host an initial kick off meeting with the State or Purchasing Entity to further understand the program as well as discuss goals, objectives and needs. U.S. Bank will deliver a detailed project plan and initial timeline and regular project meetings will be established. Throughout the process, the Implementation Team provides guidance regarding the available features and functionality for the Participating State or Purchasing Entity's program. Testing will be conducted to validate program requirements, connectivity and files priorto going live. After successful testing and a go -live decision, cards will be issued and files will move into production. When the implementation project closes, the State's Relationship Manager will schedule regular account review meetings to discuss program performance, additional training opportunities, spend and rebate statistics, trend analyses, potential for program growth and measurement of any additional program goals. Additionally, a designated Account Coordinator is available for daily servicing and support. Existing Participating States or Purchasing Entities who desire to add a new product or program (such as Virtual Pay) will follow the same implementation strategy defined above. Program Administrators who simply want to add a new Managing Account to their existing program can reach out to their designated Account Coordinator for assistance. 2. CREDIT CHECKS FOR NEW PARTICIPATING STATE OR PURCHASING ENTITY. For an existing Participating State (Washington, California, Oregon, etc.) U.S. Bank does not perform credit checks on State Agency Purchasing Entities prior to adding accounts for this program, because the overall Participating State is already credit qualified. If a Local Government Purchasing Entity were to join within an existing Participating State, they will go through U.S. Bank's standard credit qualification process. For new Participating States who might join in 2021 or later (Colorado, South Dakota, etc.), the Participating State would go through U.S. Bank's standard credit qualification process. U.S. Bank would require three (3) years of audited financial statements on or before one hundred eighty (180) days after the end of the fiscal year. If satisfactory financial information can be found on the website of the entity, U.S. Bank will not require this information be provided. Upon execution of the contract, and upon completion of the credit review, and All Contingencies Satisfied (ACS) status would be issued. If a Local Government Purchasing Entity were to join within an existing Participating State, they will also go through U.S. Bank's standard credit qualification process. It should be noted; U.S. Bank will obtain a credit score on Individual Liability Cardholders after their first use date. These credit MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 33 (Rev. 2020-03-11) scores are obtained with a soft credit check, and do not affect any scoring models. The only time we would not setup an account is if the Cardholder had a previous charge -off with U.S. Bank Corporate Payment Systems with a currentbalance. A Purchasing Entity must provide Identification Information for any Cardholder with Individual Liability. Prior to providing Identification Information of any Cardholder with Individual Liability, Purchasing Entity shall obtain consent from the applicable Cardholder to release that Cardholder's Identification Information to U.S. Bank for the purpose of obtaining a credit report. Existing Purchasing Entities shall provide its fiscal year-end financial statements as soon as available, but not later than one hundred eighty (180) days following the end of Purchasing Entity's fiscal year if such fiscal year-end financial statements are otherwise publicly unavailable. Any Purchasing Entity shall provide additional information, upon request by U.S. Bank, regarding the business, operations, affairs, and financial condition of Purchasing Entity, including reviews or audits of fiscal year-end financials performed by certified public accountants and Purchasing Entity prepared quarterly financial statements. U.S. Bank, at its sole discretion and without prior notice, may revise any credit limits or controls associated with the Commercial Card program. U.S. Bank will endeavor to provide notice to Purchasing Entity of any decrease in a credit limit. In the event a Purchasing Entity's credit limit is decreased, Purchasing Entity shall make a payment to U.S. Bank, within forty-five (45) days of such notice, sufficient to reduce the Obligations to an amount equal to or less than the revised credit limit. 3. CREDIT CHECKS FOR CARD TYPES • Declining Balance Card/Managed Spend Card — No credit check required • Emergency Card — No credit check required • One Card/Integrated Cards — No credit check required • Purchase Card — No credit check required • Travel Card — Credit check required on individual liability accounts • Electronic Payable/Single Use Accounts/Virtual Card — No credit check required • Ghost Card — No credit check required • Event Planner— No credit check required • Travel Virtual Pay— No credit check required 4. ADDING CARDSTo EXISTING ACCOUNT. For existing Participating States and Purchasing Entities, U.S. Bank offers a number of options for adding cards to an existing account. Many of these options can be accomplished through U.S. Bank's electronic application, Access Online. 5. ACCOUNT SETUP WORKFLOW. Program Administrators can setup and maintain new Cardholder accounts using Access Online. The setup procedure requires Program Administrators to enter data about the Cardholder, including: • Demographics • Account information • Authorization limits • Merchant Category Code (MCC) blocking • Velocity limits MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 34 (Rev. 2020-03-11) As an optional feature, the final review function allows a designated Program Ad min istratorto review and approve the completed setup before submitting it to U.S. Bank for processing. Participating States and Purchasing Entities can also modify the information after the Cardholder account is established. 6. CARDHOLDER -INITIATED ACCOUNT SETUP. Participating States and Purchasing Entities may choose to use the Cardholder -initiated account setup process. Cardholders are sent an email that takes them to Access Online to populate their demographic information into the application. The Participating State or Purchasing Entity can choose to have the application then routed to the Cardholder's manager for approval, after which it will be routed to the Program Administrator to complete the setup (e.g., placing the Cardholder in the appropriate hierarchy and assigning limits). Stakeholders are notified of steps taken throughout the process. As an optional functionality, the State or Purchasing Entity can choose to utilize an approval process where one designated Program Administrator starts the online application process and another designated approving Program Administrators processes the final review. 7. BULKAccoUNT SETUP. The bulk account setup function via Access Online provides the ability to upload account setup requests for processing through a batch file. Program Administrators can establish a secure connection via Managed File Services (MFS) and upload a batch file request for multiple accounts. • Automated file validation is completed before processing the request • Automated processing validation error/success notification is sent to the State • Reporting is provided via email to communicate the status of account creation and any issues processing files The bulk account setup function is available with a secure connection via Managed File Services. The Participating State or Purchasing Entity will follow the batch file format specification requirement document (provided during the MFS setup process), which requires the submission in a CSV file format. 8. VALUE ADD ENHANCEMENT—HR INTEGRATION. The Contractor offers integration with HR systems, allowing Participating States and Purchasing Entities to automatically synchronize Cardholder updates on their internal systems, reducing the time and effort required to manually update Cardholders within U.S. Bank tools. Clients can integrate with Access Online Account Administration functions using a system of web services and APIs. Some examples of client system integration can include, but not limited to, HR, ERPs, and customer card program management systems. The functionality includes both Account Setup and Maintenance requests. The new account setup process can be automated as part of new employee onboarding. This is key feature for T&E card programs with a lot of employee turnover. Account Maintenance includes real-time updates to account demographics, account status (open/temp close/terminated close) hierarchy updates, lines of accounting (including valid values), credit limits and MCC changes. 9. ADDITIONAL OPTIONS. In addition to the options above, Program Administrators can submit an application via fax or email to their Account Coordinator team or upload account setup requests in Access Online for processing through a batch file. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 35 (Rev. 2020-03-11) 10. ENHANCEMENTS. As a part of U.S. Bank s goal to continue evolving and helping customers maximize their commercial card programs, we have offered specific enhancements within Access Online to allow organizations in this program to improve their processes. For example, a State client was looking for the ability to attach internal documents for approval of the Cardholder as a way of improving their transaction management process. We worked with the State and were able to supply this functionality. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 36 (Rev.2020-03-11) Exhibit E SUPPLEMENTAL SERVICES AND FEES This exhibit describes supplemental services to accompany the Commercial Card Products covered by the Master Agreement. Except with respect to the Foreign Transaction Fee, (i) services and/or fees can be excluded from a Participating Addendum at the Participating State's sole discretion; and (ii) at no point will acceptance or implementation of the supplemental services be a condition of executing a Participating Addendum. SUPPLEMENTAL SERVICES 1. Service Title: Cash Advances Service Description: U.S. Bank provides access to Cash Advances through owned and participating bank Automated Teller Machines and Association member offices. Each Purchasing Entity will decide if they want to use Cash Advance functionality. Cards Supported: Travel Card, One Card Associated Fee: 2.00% (Minimum $2.00) 2. Service Title: Annual Card Fee Service Description: Annual service fee applied to individual card account Cards Supported: Purchase Card, Travel Card, One Card Associated Fee: $0.00 3. Service Title: Logo Embossing Fee Service Description: The Purchasing Entity can elect to hot stamp their logo onto a standard U.S. Bank card Plastic. Cards Supported: Purchase Card, Travel Card, One Card Associated Fee: $0.00 (two -week delay may occur with Card Issuance and Implementation) 4. Service Title: Travel Accident Insurance Service Description: Up to $500,000 coverage for accidental injury that is the sole cause of loss of life, limb, sight, speech, or hearing while riding as a passenger in, entering or exiting any common carrier. Cards Supported: Travel Card, Purchase Card, One Card, Central Billed Accounts, Virtual Pay Associated Fee: $0.00 S. Service Title: Auto Rental Insurance MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 37 (Rev. 2020-03-11) Service Description: Auto Rental Collision Damage Waiver covers theft and damage up to the actual cash value of the vehicle. Coverage is primary. Cards Supported: Travel Card, One Card Associated Fee: $0.00 6. Service Title: Visa Liability Insurance Service Description: Up to $100,000/cardholder coverage against eligible losses that might be incurred through card misuse by a client's terminated eligible cardholder. In the event that an eligible cardholder misuses their commercial card privileges, Visa Liability waives eligible charges. Cards Supported: Purchase Card, Travel Card, One Card Associated Fee: $0.00 7. Service Title: Lost Luggage Insurance Service Description: Up to $1,250 reimbursement for lost or damaged luggage, checked or carried, if the common carrier's payment for the loss or damage is less than the traveler's claim. The passenger's claim must be submitted and paid by the common carrier before this coverage applies. Cards Supported: Travel Card, One Card Associated Fee: $0.00 8. Service Title: Overnight Delivery Fee Service Description: Delivery of cards overnight when requested by the Purchasing Entity. Cards Supported: Travel Card, Purchase Card, One Card Associated Fee: $0.00 9. Service Title: Foreign Transaction Fee Service Description: A charge applied to purchase made in foreign countries (outside the United States). Cards Supported: Travel Card, Purchase Card, One Card, Central Billed Accounts, Virtual Pay Associated Fee: 1.00% MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 38 (Rev. 2020-03-11) Exhibit F DEFINITIONS This exhibit provides definitions of terms used throughout this Master Agreement, exhibits, and Participating Addendums. Account Coordinator: Employee of the Contractor assigned to a Participating State or Purchasing Entity to provide day-to-day assistance with regard to program card maintenance. Annual Volume: Total Standard Volume and Non -Standard Volume of all Purchasing Entities within a Participating State for all Commercial Card Products in a calendar year. ASC X12: Official designation of the U.S, national standards body for the development and maintenance of Electronic Data Interchange (EDI) standards. Also known as ANSI ASC X12. Associations: Group of card -issuing banks or organizations that set common transaction terms for merchants, issuers, and acquirers. Some major associations are Visa, MasterCard American Express and Discover. Also referred to as Network. Authorized User/User: Representative of Purchasing Entity that leverages a Commercial Card, manages Commercial Cards, and/or accesses the online system Automated Clearing House (ACH): Central distribution point for transferring funds electronically for participating depository financial institutions. Transactions are accumulated and sorted by destination for transmission during a predetermined period. It includes small dollar payments in large transaction volume. Bank Overrides: A transaction that has been pushed through by the Contractor. Basis Points: Unit of measure for incentive share/rebate rates. One basis point is equal to 1/100th of 1% or 0.01% or 0.0001. Billing Cycle: A specific recurring time period between the time statements of account/invoices are processed. Card Issuer: Financial institution issuing a Commercial Card or account. Also referred to as a card issuer, card provider or bank. Card User Agreement: Agreement between the Purchasing Entity and awarded Contractor verifying credit availability, account information, and agreeing to the terms and conditions of the Master Agreement and Participating Addendum. Cardholder: An employee, contractor, or representative of a Purchasing Entity to whom a Commercial Card is issued for making designated business purchases/payments on behalf of his or her organization. Card -less Accounts/Ghost Cards: Accounts that have no plastic card issued, only an account number to which the acquisition of goods and services are charged. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 39 (Rev. 2020-03-11) Centrally Billed Account: Card accounts are billed to the Purchasing Entity or program within a Purchasing Entity. CBA accounts are paid directly by the Purchasing Entity. Charge: Any Transaction posted to a Commercial Card account that has a debit value. Client -held Days: Number of days from the billing cycle date to the date payment is received. Commercial Card: Generic term for any card product issued under this Master Agreement used by organizations for making payments for various goods, services and business expenses. Commercial Card Products: Commercial Cards issued under this Master Agreement. Contractor: The entity/entities awarded a Master Agreement and/or Participating Addendum(s) as a result of the evaluation of the bids received in response to a solicitation. Corporate Liability: Purchasing Entity is liable for all card transactions and fees. Declined Transaction: Transaction where authorization has been refused by the card issuer's transaction authorization system. Duplicate Transaction: a transaction that has been processed twice for the same purchase. Department: Functional business unit of an organization such as purchasing, accounting, human resources, etc. Department Card: Card issued to a department rather than a specific cardholder. Declining Balance/Managed Spend Card: Specialized Purchase Card with a pre-set spend limit and expiration date that is typically non -replenishing. Also referred to as a Controlled Value Card. Electronic Payables: Aform of electronic payment, utilizing the card infrastructure, managed centrally within an organization, typically by accounts payable. Also known as electronic accounts payable (EAP), automated payables, e-payables, Virtual Payment Cards, push payments, straight through payments 9STP), buyer -initiated payments (BIP), supplier/vendor card, single -use accounts and electronic invoice presentment and payment (EIPP). Each provider has a proprietary name for its solution; functionality and processes vary for each. Eligible Purchaser: A Purchasing Entity authorized pursuant to the execution of a Participating Addendum. Emergency Card: A type of Commercial Card that is always open, active and ready for use. Usually equipped with high or no credit limits and are used in emergency response situations. Entity Program Administrator(s): A common role responsible for various administrative tasks (i.e., ongoing operations) in a typical Commercial Card program, including card issuance, account maintenance, card cancellation and reporting. File Turn: Number of days from the date a transaction is posted to an account to the date payment is received. MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 40 (Rev. 2020-03-11) Foreign Transaction Fee: A charge applied to purchases made in foreign countries (outside the United States). Purchases made online from Purchasing Entity's home country where the vendor is foreign and processes the transaction in its local currency. Fraud: Unauthorized use of a card, resulting in an acquisition whereby the Purchasing Entity does not benefit. Identification Information: Legal names, physical street addresses, taxpayer identification or business numbers, dates of birth, or other information or documentation required by U.S. Bank to confirm the identity of any entity or person. Implementation: Process of putting all card program functions and activities into place. Individual Liability: Cardholder is liable for all card transactions and fees. The Participating State or Purchasing Entity agrees to reimburse the Cardholder or to pay U.S. Bank directly for legitimate business expenses charged to the account. Individually Billed Accounts (IBA): Card account is billed directly to the cardholder. IBA accounts are typically paid directly by the Cardholder. Intellectual Property: Any patent rights, inventions, design rights, copyrights, database rights, trade secrets, trade names, trademarks, service marks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force. May also be referred to as Intellectual Property Rights. Interchange Rate: A rate, set by the Network (i.e., Visa, MasterCard, Discover, American Express), collected by the card issuer to cover the cost of processing the transaction. Joint & Several Liability: Cardholder is liable for all transactions initiated on the card account and the Purchasing Entity is liable for all transactions and fees on such accounts that are closed for any reason or are ninety-one (91) days past due. Large Ticket Transaction: High dollar transaction that, per the Association's guidelines, constitutes the purchase is completed with a lower than standard interchange rate. Large Ticket Quarterly Volume: Total quarterly large ticket volume spend by a Purchasing Entity for all Commercial Card Products in a Quarter, less credits, and net of Write -Off Adjustments. Lead State: State responsible for soliciting for and managing the awarded Master Agreement Level 1 Data: Standard commercial transaction data that includes, subject to changes made by the applicable Associations, the total purchase amount, the date of purchase, the merchant category code, merchant's name, city/state, debit/credit indicator, date transaction/credit was processed by the Contractor, Contractor processing/transaction reference number for each transaction/credit, and other data elements as defined by the Associations or similar entity. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 41 (Rev. 2020-03-11) Level 2 Data: In addition to Level 1 data, includes, subject to changes made by the applicable Associations, sales tax amount, company information, and other data elements as defined by the Associations or similar entity. Level 3 Data: In addition to the Level 2 data includes, subject to changes made by the applicable Associations, cost, quantiles, unit of measure, product codes, product descriptions, and ship to/from zip codes, freight amount, duty amount, order date, discount amount, order number and other data elements as defined by the Associations or similar entity. Master Agreement: Underlying agreement executed by and between the Lead State and the Contractor, as now or hereafter amended. May also be referred to as contract or Master Contract. Master Agreement Administrator: Employee of the Lead State responsible for soliciting for and managing the awarded Master Agreement Merchant Category Codes (MCC): A system of four -digit codes, maintained by networks, used to identify a merchant's principle trade, profession or line of business; a MCC is assigned to a merchant by the merchant or merchant acquirer. Merchant Negotiated Transaction: Transaction completed with a merchant that has an agreement with the Association to complete theirs at a lower than standard interchange rate. Merchant Negotiated Interchange Quarterly Volume: Total quarterly merchant negotiated volume spend by a Purchasing Entity for all Commercial Card products in a Quarter, less credits and net of Write -Off Adjustments. Merchant Overrides: A transaction that has been pushed through by a merchant location. National Annual Volume: Total Standard Volume and Non -Standard Volume of all Participating States/Purchasing Entitles for all Commercial Card Products a calendar year. National Annual Volume Incentive: Rebate or Incentive Share earned by a Participating State based on their contribution to the National Annual Volume. Network: Entity that facilities the movement of transactional data between the issuer and acquirer and sets merchant rules for card acceptance. Organizations in this role include Visa, MasterCard, American Express and Discover. Also referred to as Association. Non -Standard Volume: Transactions that are processed using Reduced Interchange Rate as determined through an agreement between the merchant and the Association, less credits and net of Write -Off Adjustments. Obligations: All Charges, fees posted less disputed transactions to a Commercial Card account. One Card/Integrated Card: A type of hybrid card in which a single card is issued to an employee for more than one category of expenses (e.g., goods/services and travel expenses), eliminating the need to carry two separate cards. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 42 (Rev. 2020-03-11) Participating Addendum: An agreement signed by the Contractor and a Participating State that incorporates the Master Agreement and any other additional Participating State specific terms and conditions. Participating Addendum Administrator: Employee of the Participating State responsible for the management and administration of the Participating Addendum. Participating Addendum Authorized Representative: Employee of the Participating State authorized to sign the Participating Addendum. Participating State: Any State, territory or entity (authorized by a state's chief procurement officer) that chooses to execute a Participating Addendum under the awarded Master Agreement. May also be referred to as Purchasing Entity. Participating State Annual Volume: Total annual volume spent by a Participating State for all Commercial Card Products in a calendar year. Program Administrator(s): Refers to both Entity and Statewide Program Administrators. Program Administrator Overrides: A transaction that has been pushed through by a Program Administrator. Prompt Payment Incentive: Rebate or Incentive earned by a Purchasing Entity based on their average speed of pay/file turn days. Purchase Card (P-Card): Charge card (payment method) used for business purchases of goods and services. Purchasing Entity: Any eligible organization as allowed by a Participating Addendum under the Master Agreement. A Purchasing Entity may include a Participating State. Quarter: Three (3) month period based on the yearly calendar as follows: Quarter 1(Q1) —January, February & March Quarter 2 (Q2) — April, May & June Quarter 3 (Q3) - July, August, September Quarter 4(Q4) — October, November & December. Quarterly Non -Standard Volume: Non -Standard Volume of a Purchasing Entity for a Quarter. Quarterly Non -Standard Volume Incentive: Rebate or Incentive Share earned by a Purchasing Entity based on their Non -Standard Volume sales for a Quarter. Quarterly Standard Volume: Standard Volume of a Purchasing Entity for a Quarter. Quarterly Standard Volume Incentive: Rebate or Incentive Share earned by a Purchasing Entity based on their Quarterly Standard Volume. MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 43 (Rev. 2020-03-11) Quarterly Total Volume: The sum of Quarterly Standard Volume and Quarterly Non -Standard Volume of all Purchasing Entities for all Commercial Card Products in a Quarter. Relationship Manager: Employee of the Contractor assigned to a Participating State or Purchasing Entity to provide day-to-day assistance with regard to program card maintenance. Reduced Interchange Rate: A lower interchange rate for processing Commercial Card transactions. Standard Volume: All transactions for Commercial Card Products, less credits, Non -Standard Volume, fees, cash advances, convenience checks, Fraud, chargebacks and net of Write -Off Adjustments. State Agency: Any department, division, board, bureau or other subset of a Participating State that is funded by the Participating State and authorized by the Participating State for participation in the Commercial Card program. For purposes of this Master Agreement, a State Agency may also be considered a "Purchasing Entity". Statement/Invoice: Document reflecting account details for the billing period including debits, credits, transaction detail and balance due. Statewide Program Administrator: Employee of the Participating State who administers the State's Commercial Card Program. Transaction: Exchange between cardholder and merchant, payment for goods and/or services. Travel Card: Card used by organizations and their employees for travel expenses. Also referred to as a Corporate Card. Virtual Cards/Single Use Card: One time use account numbers. Write -Off: A cancelled account with an unpaid balance determined to be uncollectible by the Contractor. Accounts are considered uncollectible once delinquent for one -hundred -eighty (180) days after billing cycle close date or after bankruptcy. At the Contractor's discretion, collection action may continue on these accounts. Write -Off Adjustments: the difference between Write -Offs and one-half of Write -Off Recoveries. Write -Off Recovery: an amount equal to any monetary recovery related to a Write -Off. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 44 (Rev. 2020-03-11) Exhibit G COMMERCIAL CARD REQUIREMENTS This exhibit details Fleet Card service requirements and Contractor responses to how these requirements will be met as submitted with their bid. 1. RESERVED- Identifies card products available in ExhibitA— Commercial Card Products. 2. ADMINISTRATION OF ACCOUNTS 2.1 System will allow for Program Administrator to setup new accounts online — including ordering and registering cards, establishing User ID and password. 2.2 System will allow for Program Administrator to add, edit, or remove single or multiple Merchant Category Codes (MCC) from multiple card accounts at once. 2.3 System will allow for Program Administrator to initiate one-time overrides per transaction. 2.4 System will allow for Program Administrator to establish roles, access, and authority levels for all user types (i.e. managers, approvers, cardholders) within the Purchasing Entity. 2.5 System will allow for Program Administrator to unlock system access, reset User ID and reset password for any User within the Purchasing Entity. 2.6 System will allow for Program Administrator to see changes made to an account profile and who made those changes. 2.7 System will allow for Program Administrator to view cancelled, deactivated and suspended cards within the Entity. 2.8 System will allow for Program Administrator to order and issue replacement cards (singular or multiple simultaneously) online. 2.9 System will allow for Program Administrators and Cardholders to access statements online. 2.10 System will allow for Program Administrators and Cardholders to mark accounts for paper or paperless statement delivery. 2.11 System will notify Program Administrators and Cardholders of statement availability. 2.12 System will allow for Program Administrator and Cardholder to check status of cards and view account information including but not limited to: ■ balances ■ limits ■ charges ■ declined transactions ■ spend history • default accounting codes • demographics 2.13 System will allow for the Program Administrator to choose the billing cycle close date for the Entity. The billing cycle date will be established at account implementation and will be set for the Purchasing Entities' agreement period. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 45 ( Rev. 2020-03-11) 2.14 System will have the ability to roll -up billing to managing account level or bill at department level as determined by the Purchasing Entity. 2.15 System will display all transactions in US Dollars. 2.16 Reserved — Applies to Category Two ONLY. 2.17 System will allow for Program Administrator to edit User ID, role and authority level online. Access Online offers a feature -rich platform that is easily configured to meet the unique needs of clients, including editing the User ID, role and authority level online. Access Online offers effective and efficient management controls, allowing multiple users within each organization to efficiently manage accounts, effectively manage transactions and establish workflow. For new participants, U.S. Bank will assist Program Administrators with choosing the features and functionalities that best support entity's card programs and enhance business processes. For existing participants, U.S. Bank will confirm the choices and features of the existing functionality with the designated Program Administratorto ensure all existing options are meeting the entity's needs. The Program Administrator controls employee access to program information and Access Online functionality, including editing User IDS. Each Access Online user ID is assigned to one or more hierarchy levels that dictate which accounts a user can access and which tasks a user can perform within Access Online. The system allows access exclusively to the data and functionality allowed by the profile associated with that user ID. This structure allows Participating States and Purchasing Entities to permit each employee access only to the information and functionality necessary to perform his or herjob duties. U.S. Bank's system will allow for organizations to create and assign functional entitlements at a very detailed level. In some cases, this can be as detailed as a specific field. System User Groups Access Online provides the flexibility to assign user roles and permissions to each user, including Program Administrator, Cardholder, Approver, Fiscal staff, Auditors, Department Level Administrator, Reconciler and more. With more than 300 functional entitlement groups to choose from, Participating States and Purchasing Entities may ensure that each user has access to only the functions required to perform their job. Access Online functionality can differ between user groups; examples can include: Program Administrators Can: ■ Set up and maintain Cardholder accounts ■ Manage system access and user entitlements ■ Establish policies, procedures and workflow ■ Maintain cost allocation coding, lists and rules ■ Generate management reports ■ Schedule financial extracts ■ Integrate information into financial systems Managers/Approvers Can: ■ Review and approve Cardholder maintenance requests ■ Review and approve Cardholder transactions ■ View Cardholder activity ■ Generate management reports Cardholders (or Administrators for one or multiple Cardholders) Can: MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 46 (Rev. 2020-03-11) ■ View online statements ■ Review and dispute transactions ■ Ability to upload supporting documentation for transactions ■ Add comments and user line -items ■ Reallocate transactions ■ Pay individual bills online (for travel cards only) ■ Manage account detai►s and update demographic information ■ Set language preference ■ Update Account Address Billing Contacts Can: ■ Review Cardholder transactions ■ View Cardholder activity and/or Managing Account statements ■ Generate management reports 2.18 System will have a minimum of seven (7) program hierarchies. (1) Identifying Accounts U.S. Bank will have two hierarchy options available for the purpose of identifying accounts. Processing Hierarchy The Processing Hierarchy controls may be used within the Access Online system for the purpose of identifying accounts and for account -based reporting. The hierarchy includes bank, agent, company, division and department. Not all organizations use all levels of the processing hierarchy. For example, an organization may choose to use only the bank, agent and company levels, the division and department levels are available but also optional. The Processing Hierarchy contains the following data: ■ Bank number, four -digit number assigned by U.S. Bank. ■ Agent number, four -digit number assigned by U.S. Bank. The agent number is the top level of a relationship where the basic templates for cards and statements are determined. ■ Company number, five -digit number assigned by U.S. Bank. The company number houses client- type specifics where the account information is set, such as billing type and cycle date. ■ Division number, five -digit number assigned by the Participating State or Purchasing Entity to assist with breaking down the billing invoice. ■ Department number, four -digit number assigned by the Participating State or Purchasing Entity to assist with further breaking down the billing invoice. An example of the Processing Hierarchy is included below: ■ Bank (1425): Represents the program, "Purchase Card" ■ Agent (0202): Represents the Purchasing Entity, such as "Department of Transportation" ■ Company (12356): Represents the billing level, such as "Unit 256ABC" ■ Division (45698): Represents additional break down within a single company, sometimes used for reporting or approval levels. This is the code that will be assigned to the Approver's userprofile. ■ Department (1001): Defines additional break down needed within division code, for more decentralized organizations with multiple levels of approval or reporting MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 47 (Rev. 2020-03-11) Reporting Hierarchy Reporting Hierarchy is a seven -level hierarchy that can be customized for reporting account -based data. U.S. Bank can work with any State or Purchasing Entity to establish a Reporting Hierarchy upon request. A State or Purchasing Entity may use the Reporting Hierarchy to define their own unique reporting needs for account and transaction -based reporting. The Bank number is defined by U.S. Bank, however, levels 1-7 are defined by the State or Purchasing Entity. (2) Reporting Rebate Earnings The relationship level is managed with a unique DUNS number assigned to each Participating State and Purchasing Entity (State Agency, City, County, School District, etc.). Rebates are calculated, paid and reported at this relationship (DUNS) level. U.S. Bank has also developed a custom allocation report for the program participants specifically, which demonstrates rebate performance at a Company number level. This report can be generated upon request, representing an allocation at the various billing levels within a Purchasing Entity. (3) Reporting Transaction Data The Processing Hierarchy and Processing Hierarchy described above are also available for the purpose of reporting transaction data. The Processing Hierarchy controls how transactions are processed for billing, reporting and accounting purposes and includes bank, agent, company, division and department. Reporting Hierarchy is a seven -level hierarchy that may be customized for reporting transaction data. The Bank number is defined by U.S. Bank, however, levels 1-7 are defined by the State or Purchasing Entity. Access Online reporting capabilities include the ability to run transaction reports based on Processing or Reporting Hierarchy levels as defined by the user's access and permissions. Access Online allows users to run predefined standard or tailored reports using multiple selection, sorting and output functions. Featuring a comprehensive set of reporting options —from simple to complex —reports are parameter- driven, offer a high degree of flexibility and are fully exportable and/or viewable online. Naming Hierarchy In addition to the features above, Access Online allows for the naming of Processing or Reporting Hierarchies within the system, helping with organizational structure. This feature allows for Program Administrators to view hierarchies by defined name rather than numeric values. 2.19 System will allow for a Statewide Program Administrator account with access to view and pull reports for all transactions made by Purchasing Entities within the Participating State under this Master Agreement. U.S. Bank will allow for Statewide Program Administrator Role. Participating State's may design an authorized Statewide Program Administrator who may access reports for the purpose of managing the overall program. Statewide Program Administrators may have access to full account based and transaction -based reporting within Access Online for Purchasing Entities that fall within the Participating State relationship (State Agencies or Departments). Reports relevant to the management of the statewide program that would include Local Government Purchasing Entitles (Cities, Counties, etc.) may be delivered to a Statewide Program Administrator's Data Exchange box in Access Online. U.S. Bank.also has the ability to create a MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 48 (Rev. 2020-03-11) custom report including all Purchasing Entities under the State. 2.20 System will allow for Program Administrator to simultaneously activate, deactivate, suspend, and terminate cards online. U.S. Bank will allow Program Administrators the ability to simultaneously activate, deactivate, suspend and terminate cards online. Program Administrators can use the Access Online user interface to make common Cardholder account changes across multiple accounts via either Processing Hierarchy (agent, company, division and department) or a specified list of accounts. Program Administrators can activate or deactivate accounts by updating the Account Status using one of the following statuses: ■ Open (Activate) ■ Temporary Closed (Suspend/Deactivate) ■ Terminated Closed (Terminate) Simultaneous Multi -Card Activation Process Program Administrators can simultaneously activate multiple cards using Access Online by following the steps below: ■ Underthe Account Administration category, the userwould select "Maintain Multiple Card Accounts". Here, the user can update controls via hierarchy or selecting individual accounts. ■ The Program Administrator would then select the specific action they would like to be taken,which in this case, would be open/activate. ® The action is applied to each of the selected hierarchies or accounts. Simultaneous Multi -Card Suspend/Deactivate Process Program Administrators can simultaneously suspend/deactivate multiple cards using Access Online by following the steps below: ■ Underthe Account Administration category, the user would select "Maintain Multiple Card Accounts". Here, the user can update controls via hierarchy or selecting individual accounts. ■ The Program Administrator would then select the specific action they would like to be taken,which in this case, would be temporary close (suspend/deactivate). ■ The action is applied to each of the selected hierarchies or accounts. Simultaneous Multi -Card Termination Process Program Administrators can simultaneously terminate multiple cards using Access Online by following the steps below: ■ Underthe Account Administration category, the user would select "Maintain Multiple Card Accounts". Here, the user can update controls via hierarchy or selecting individual accounts. ■ The Program Administrator would then select the specific action they would like to be taken,which in this case, would be terminated closed (terminate) ■ The action is applied to each of the selected hierarchies or accounts. Simultaneously Multi -Card Activations For exception situations where there is a desire to activate a bulk shipment of cards, the Program Administrator can work with their designated Relationship Manager. U.S. Bank would confirm that the cards are in the possession of the Program Administrator and can then process a batch card activation. MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 49 ( Rev. 2020-03-11) Value Add Enhancement HR Integration U.S. Bank offers integration with HR systems, allowing Participating States and Purchasing Entities to automatically synchronize Cardholder updates on internal systems, reducing the time and effort required to manually update Cardholders within U.S. Bank tools. Clients can integrate with Access Online Account Administration functions using a system of web services and APIs. Some examples of client system integration can include, but not limited to, HR, ERPs and customer card program management systems. The Access Online functionality includes both Account Setup and Maintenance requests. The new account setup process can be automated as part of new employee onboarding. This is key feature for ME card programs with a lot of employee turnover. Account Maintenance includes real-time updates to account demographics, account status (open/temp close/terminated close) hierarchy updates, lines of accounting (including valid values), credit limits and MCC changes. 2.21 System will allow for Program Administrator to update all cardholder information online, unless barred by Federal Regulation. U.S. Bank will allow Program Administrators to update all card information online, unless barred by Federal Regulation. Within Access Online, Program Administrators can update all Cardholder information (except Cardholder name) online in real-time, such as: ■ Demographic information ■ Transaction controls and limits ■ Reporting Hierarchy assignments ■ Access rights ■ Default Accounting Codes ■ Merchant Category Code (MCC) group changes As a federally regulated financial institution, U.S. Bank will demonstrate that U.S. Bank knows our customers. This is a direct result of requirements under the USA Patriot Act and the expectations established by the Treasury's Office of Foreign Assets Control (OFAC). The Cardholder account name is a critical component of OFAC obligation. In the event that a Cardholder's name has changed, Program Administrators can call or email their designated Account Coordinator(s) to process the name change. 2.22 Purchasing Entities will be able to cancel a card (or a group of cards). U.S. Bank will allow Purchasing Entities to cancel a card. Cardholders and Program Administrators can terminate card accounts in real-time within Access Online by going to Account Administration on the left-hand tool bar. Users can either cancel a single card, or cancel multiple cards by hierarchy (agent, company, division and department) or a specified list of accounts. Cancel a Card Process Program Administrators can cancel a card (or a group of cards) using Access Online by following the steps below: ■ Select Account Administration and then click the Maintain Cardholder Account link. ■ Search and select the account and then open the Account Overview section. ■ Click the Edit icon. ■ To close an account, select Terminated for a permanent closing or Voluntarily Closed for a temporary closing. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 50 (Rev. 2020-03-11) Program Administrators can simultaneously close multiple cards using Access Online by following the steps below: ■ Under the Account Administration category, the user would select "Maintain Multiple Card Accounts". Here, the user can update controls via hierarchy or selecting individual accounts. ■ The Program Administrator would then select the specific action they would like to be taken, such as Voluntary Close or Terminated. ■ The action is applied to each of the selected hierarchies or accounts. Timeline for Transaction Posting When an account is closed in real time through Access Online, the system will not allow any future authorizations to be approved. Merchants can only process/post a transaction if they obtained authorization to do so prior to the account closure. If a transaction is authorized prior to the account being closed, the merchant will already have the authorization number and will be allowed to post the transaction when they batch out their terminal with their merchant bank. Value Add Enhancement HR Integration U.S. Bank offers integration with HR systems, allowing Participating States and Purchasing Entities to automatically synchronize Cardholder updates on internal systems, reducing the time and effort required to manually update Cardholders within our tools. Clients can integrate with Access Online Account Administration functions using a system of web services and APIs. Some examples of client system integration can include, but not limited to, HR, ERPs and customer card program management systems. The Access Online functionality includes both Account Setup and Maintenance requests. The new account setup process can be automated as part of new employee onboarding. This is key feature for T&E card programs with a lot of employee turnover. Account Maintenance includes real-time updates to account demographics, account status (open/temp close/terminated close) hierarchy updates, lines of accounting (including valid values), credit limits and MCC changes. 2.23 When a card (or group of cards) is closed, a credit may be due to the card based on an overpayment, transaction credit, or something similar. If a Purchasing Entity were to overpay a corporate billed Managing Account, the Program Administrator may call the U.S. Bank designated Account Coordinator to request a credit balance refund check. The Account Coordinatorwill submit a request to U.S. Bank's payments department and issue the check to the address designated by the Program Administrator. Credit balance refund checks are processed in 2-5 business days and send via LISPS regular mail. In a circumstance where a transaction credit occurs (returned merchandise, cancelled order, etc.), the merchant would first process the credit. It would then post to the account and be viewable on Access Online within 24-48 hours. If the account is corporate billed, the credit will roll up to the Managing Account/Corporate Account Summary and the total due would be less the credit received. In the case of an individual billed account, the Purchasing Entity/Cardholder may request a credit balance refund. Please note, this would be based on the client defined credit balance refund policy. The time it takes for a merchant to process a credit/transaction varies, however, the standard MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 51 (Rev. 2020-03-11) timeline is completed in two to three days. If the credit occurs on a weekend or holiday, it will be processed when the merchant batches their transactions. This follows the same posting process as a debit transaction. It should be noted, Merchants may still post a credit to closed accounts at any time, as long as the account has not purged for 22 months of inactivity. 2.24 Foreign Transaction Fee A foreign transaction fee is assessed for any transaction occurring outside of the currency in which a card is issued. Transactions made in foreign currency will be converted into the card's billing currency and U.S. Bank will convert the charges into U.S. dollars at U.S. Bank's exchange rate. U.S. Bank will show the exchange rate for each transaction on the statement. U.S. Bank's online reporting displays transaction amount, source currency amount and source currency country code. This information can then be used to determine the fee amount, or if desired, custom reports can be delivered to a Program Administrator through Access Online Data Exchange reflecting the fee amount. The fee is embedded in the exchange rate and will not appear as a separate line item on the statement. 2.25 System will be able to route transactions through approval/workflow path as established by the Program Administrator. Approval/Workflow Process Access Online is extremely user-friendly and the steps required to view and approve transactions are minimal, as outlined below: Select the Transaction Management high-level task on the Left -Column Navigation Bar. The Transaction Management screen displays. Select the Manager Approval Queue link. The Transaction Management: Manager Approval Queue screen displays. This screen lists the transactions that Cardholders have forwarded to the Approverfor approval. If desired, the Approver may filter the transactions that Cardholders and previous Approval Managers have forwarded to them for approval. The Approver can also filter for transactions with a Pending or Pulled Back status. When the review is complete, click the Approve button. The Transaction Management: Approve Transaction(s) screen displays. The Approver may also reject a transaction back to the Cardholder or previous Approver with an explanation or comment. To approve the transaction: ■ If the transaction has reached the final Approval Manager, select the "No further approval needed for these transactions" radio button, or ■ If multiple levels of approval are required, select an approver (the system may also be configured to apply a default approver for users) Click the Submit button. Based on the selection, the system either records the approved transaction as final or forwards the transaction to the specified Approval Manager. The system also removes it from the list of transactions on the Transaction Management: Manager Approval Queue screen. Multiple Approver Levels The Access Online transaction approval process is flexible with no limit to the number of MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 52 ( Rev. 2020-03-11) Approvers a Participating State or Purchasing Entity can have. Program Administrators can determine how many levels of approvals are required, including specifying a limit to the transaction amount an approver is able to approve without sending the transaction on for additional approvals. If desired, U.S. Bank also offers the availability for dollar threshold approvals, which can be assigned to the Approval Manager's roles. Located within Access Online, the Transaction Management module provides an intuitive and easy to use process, simplifying the approval process and expanding the focus beyond hierarchy management. The essential steps in the process are: ■ Select preferred approval criteria in Access Online ■ Based on the criteria, the first level approver (typically the Cardholder or proxy user) is able to approve ■ transactions that have posted to the Cardholder's account, which initiates the approval workflow ® The second level Approval Manager (usually a cost center manager) then receives, reviews and approves the transactions forwarded by the Cardholder ■ Because this is a forward based approval process, additional levels of approval are available. The final approver would mark the transaction as "final approved" The Program Administrator can set the user's default approver at the time of user ID creation or during maintenance and can restrict the approver that a Cardholder is allowed to select from the list of Approvers based on hierarchy alignment. During the implementation of the online allocation system, U.S. Bank will support the Program Administrator in establishing a Processing Hierarchy (Division/Departments) that can be used to tie the Cardholders to their designated Approvers in Access Online. Alternate Approvers/Substitution Roles Through Access Online, each Approval Manager can designate a specific Designated Backup Approver/Substitute for a specific time frame. During that time frame, the designated backup approver's queue will receive transactions requiring approval in the approver's absence to complete necessary approval action. Cardholders can only forward transactions to Approver Managers or designated backup Approvers that have authorization over their hierarchy. The Approver Managers hierarchy is managed by the Program Administrator to ensure separation of duty. Designated Backup Process Once an Approver (Approver A) has chosen a Designated Backup Approver/Substitute (Approver B), Approver A can designate Approver B to that backup role by adjusting the effective dates in Approver A's "My Personal Information" Section. Approver B would then have the ability to approve transactions over the effective dates set by Approver A. It should be noted; Approver B will be associated to the same hierarchy as Approver A in order to be selected as a Designated Backup Approver/Substitute. 2.26 System will allow for Program Administrator to add, edit or remove security features (temporary or permanent) in real time at the card account level including, but not limited to: ■ dollar per transaction limit ■ maximum daily/weekly/monthly spend ■ transactions per day/week/month limit ■ Merchant Category Code (MCC) blocks U.S. Bank's commercial card programs allow Participating States and Purchasing Entities to MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 53 (Rev. 2020-03-11) predetermine spending and transaction limits on each card, eliminating the need for requisition and purchase order approvals while enhancing security. All controls can be set down to the individual Cardholder level and can be modified on an ongoing basis. Specific to the controls outlined in this question, U.S. Bank offers the following features: ■ Dollar Per Transaction Limit —Referred to as "Single Purchase Limits", this limit restricts the amount of a single purchase made by the Cardholder. Generally, a single purchase can be comprised of a single item or of multiple items purchased at one time at a particular location. For example, if a Cardholder's single -transaction limit is set at $500 and a Cardholder attempts to purchase several items for a total of $550, the transaction request is declined. Single purchase limits can also be assigned to specific MCCs. ■ Maximum Daily/Weekly/Monthly Spend —Referred to as Velocity Monitoring, this feature allows a Program Administratorto limitthe dollar limits per day, month, cycle, quarter, year or a custom velocity limit/refresh date. U.S. Bank can also set the monthly limit authorized for a Cardholder within a 30-day billing cycle. Spending limits are replenished automatically the day following the chosen cycle date. ■ Transactions per Day/Week/Month Limit —Velocity Monitoring also allows a Program Administratorto limit the number of transactions per day, month, cycle, quarter, year or a custom velocity limit/refresh date. ■ Merchant Category Code (MCC) Blocks —To prevent purchases of specific commodities and services, U.S. Bank will block the MCCs that represent these items. U.S. Bank can establish universal MCC blocking for uniformity across all cards, or set unique limits at the Cardholder level. U.S. Bank can also set up MCC Group blocking consisting of a cluster of MCCs. In addition to the controls above, U.S. Bank will offer some of the following standard controls: ■ ATM (Cash) Blocking —Cash advance capability may be blocked or limited universally, or at the Cardholder level. ■ Pre -Determined Expiration Dates —Program Administrators may set predetermined expiration dates on cards used for specific projects. Additionally, Program Administrators may cancel any card account at any time using Access Online, or by calling the customer service department or Account Coordinator Team. ■ Account Maintenance Effective Dating (temporary and future adjustments) —The Effective Dating functionality within Access Online allows a Program Administrator to schedule temporary or permanent changes for the controls listed above. As a part of this functionality, temporary changes can be scheduled to revert back to the original values. Both temporary and permanent changes are tracked in Access Online and available for reporting/auditing purposes. Program Administrators can request live changes to any of the above controls at any time using Access Online or by contacting customer service. These changes can be processed through Access Online across multiple accounts via either Processing Hierarchy (agent, company, division and department) or a specified list of accounts. Changes affecting a large number of Cardholders can also be processed efficiently by requesting the changes through the Account Coordinator team. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 54 (Rev. 2020-03-11) Value Add Enhancement Payment Analytics As an added feature to the controls mentioned above, our Payment Analytics solution offers customizable rule templates to automatically review all card transactions and flag suspected card misuse and out -of -policy spending. By automatically running policy rules on all transactions, Payment Analytics makes Cardholder transaction monitoring dramatically more targeted, efficient and effective. Program Administrators can receive email notifications of possible non- compliance and spend violations so they can safeguard against commercial card misuse and improve purchasing practices. Payment Analytics allows for rules to be set up by multiple cards and hierarchies. Simultaneous Multi -Card Controls Using the Mass Maintenance functionality within Access Online, a Program Administrator can apply the controls mentioned above to multiple cards simultaneously. This includes mass credit limit adjustments. 2.27 System will allow for Program Administrator to create an approval path of setting specific card limits higher than Entity established limits. 2.28 System will allow for Program Administrator and/or Cardholder to mark transactions sent to accounting for payment. 2.29 System will be able to send notifications of pending approval(s) based on established approval path. 2.30 System will allow for Program Administrator to lock transaction accounting code data from editing. 2.31 System will allow for Program Administrator to create templates for card/account set up (i.e. same billing address, TIN, workflow, etc.). Entitled users are able to setup and maintain Cardholder account setup templates that are used to improve the efficiency in how Program Administrators setup new accounts. Templates are defined at a Process Hierarchy level and allow for both single and multiple templates per hierarchy node (i.e. Company). Program Administrators can use these templates to default common pieces of information for new accounts. Defaulted information can include Organization Name, addresses, custom fields, Default Accounting Codes, authorization limits and MCC blocking templates. For example, this allows for different purchasing templates to be created based on types of purchases to be approved/declined with varying credit limits that may authorized based on need. Once a template is applied to an account setup application, the Program Administrator still has the ability to make further adjustments to the application as needed prior to submission. Create and Use Card/Account Setup Templates in Access Online Program Administrators can create a template in Access Online through the following steps: ■ Select the Account Administration task ■ Click the Create a New Template link ■ Specify a processing hierarchy for the template ■ Designate a template name and description ■ Open the Account Owner's Information section and designate template defaults ■ Open the Default Accounting Code section and designate template defaults ■ Open the Authorization Limits section and designate defaults ■ Click the Create New button to create another template MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 55 (Rev. 2020-03-11) To use an existing template, Program Administrators would follow the steps below: ■ Select the template from the drop -down list ■ Click the Apply Template button ■ Note which fields the template has populated (e.g., street address) ■ Follow the steps in Create a New Cardholder Account 2.32 System will allow for Users, with multiple roles within a program, (i.e., Cardholder & Program Administrator) to opt to have one login to be able to access all aspects of their accounts (dual role). Details are provided on how that functionality works/is implemented. U.S. Bank can create a single user ID for users with multiple roles. For example, Program Administrators that are also a Cardholder can use one login to access both roles. Additionally, Approvers who also perform as a Cardholder can go to their My Personal Information screen and choose "Add Account". They would then register their own personal card adding it to their Approver user profile, opting for a single sign -on for their dual role. Add Account Below are the basic steps for adding an account to an administrator or approver user ID. After adding the account, users will have access to the account for Access Online tasks, such as transaction management and statements. ■ Select the My Personal Information high-level task. ■ Click the Add Accounts link. ■ Type the account number in the Account Number field. ■ Select the account's expiration date month. ■ Select the account's expiration date year. ■ Type the account's ZIP code. ■ Click the Add Account button. Value Add Enhancement U.S. Bank is currently in development of single sign -on capabilities that will allow NASPO ValuePoint customers to integrate their internal portals with Access Online for a seamless user experience as they navigate between systems. In order for NASPO ValuePoint customers to integrate single sign -on with U.S. Bank Access Online the following conditions will be adhered to: ■ The NASPO ValuePoint customer will support Federation with signed SAML 2.0 assertions ■ The NASPO ValuePoint customer will support user provisioning and provide integration for U.S. Bank ■ The NASPO ValuePoint customer will provide and comply with the U.S. Bank enhanced authentication and authorization system security requirements ■ The NASPO ValuePoint customer will use the U.S. Bank Access Online entitlement functionality to control what functions a user can perform in the system and will not have a separate entitlement management functionality 3. DATA COLLECTION AND MANAGEMENT Participating States and Purchasing Entities will have the abilityto capture and display transaction data as made available from the merchant; as well as overall Purchase Card program information. Below are the transaction data and card acceptance requirements. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 56 (Rev. 2020-03-11) 3.1 System will capture and display transaction data at the following minimum levels: ■ Cardholder ■ Approving official ■ Entity office or unit ■ Account/billing (available at different levels) ■ Entity Program Administrator or alternates (available at different levels) ■ Participating State (all state entity transactional data, statewide administrative level and compliance review group) 3.2 System will have the ability to view transaction authorization/declines in real time. 3.3 System will post transactions within twenty-four (24) to forty-eight (48) hours of receipt from merchant. 3.4 System will have the ability to capture and display Level 1, Level 2, and Level 3 transaction data as made available from the merchant. 3.5 System will allow for Users to add notes, comments, and additional descriptions to a transaction in a separate field. This field must: ■ Allow for alpha, numeric, and special characters. ■ Be searchable ■ Be reportable ■ Be accessible to all hierarchies within the system 3.6 System will be able to capture and display merchant Tax Identification Number (TIN). 3.7 System will allow for user to input a minimum of 150 character of Entity defined accounting code structure/segments at the transaction level. 3.8 System will allow for the Purchasing Entity to set requirements for accounting code segments (i.e. mandatory, non -mandatory, etc.) 3.9 System will allow for Purchasing Entity to define, edit, maintain, and upload valid value tables for each accounting code segment. 3.10 System will actively validate accounting segment data against valid value table data as determined by the Purchasing Entity. 3.11 System will allow for Program Administrator to assign, edit, and delete "default" accounting codes for all program hierarchies within the Purchasing Entity. 3.12 System will allow for User to save and edit frequently used accounting codes. 3.13 System will allow for a minimum of 99 accounting code splits per transaction. 3.14 System will allow for User to manually enter tax detail at the transaction level. 3.15 System will allow Program Administrator to download the entire Purchase Card number for use in other systems. 3.16 Participating States and Purchasing Entities have a need to access past transaction detail data in real time for a minimum of thirty-six (36) months throughout the life of the Master Agreement and Participating Addendum. U.S. Bank currently provides Participating States and Purchasing Entities full transaction data online for 43 months and in each subsequent month that passes, U.S. Bank adds to the data retained in Access Online. In a 2018 enhancement, U.S. Bank increased Access Online's MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 57 (Rev. 2020-03-11) capabilities to provide full transaction data online from 24 months to 72 months, as well as off line from seven years to 15 years. ■ Access Online Reporting: Starting in January 2018, U.S. Bank began to expand retention to 72 months, by adding subsequent months to existing data retained. ■ Archived Reporting Offline: Starting in January 2018, U.S. Bank began to expand retention to 15 years, by adding subsequent months to existing data retained. U.S. Bank will be able to provide the Participating States and Purchasing Entities 60 months of transaction data online in real-time. By 2022, Participating States and Purchasing Entities would have access to 72 months of online rolling transaction data. 3.17 System will allow for Program Administrators to establish accounting templates and defaults. Most organizations have accounting code structures to map transaction data into general ledger systems. Access Online Accounting Code Structures can accommodate accounting codes up to 150 characters in length and any number of client defined segments up to that limit. Using Accounting Code Structures, U.S. Bank can build a chart of accounts to mirror and feed into the Participating State or Purchasing Entity's financial system. Default Accounting Codes Program Administrators can assign a Default Accounting Code to a card account profile. U.S. Bank can support default coding so that when a transaction posts to an account, it assumes the Default Accounting Code as the initial line of allocation. The Participating State or Purchasing Entity's Cardholders can then reallocate transactions as needed in our Transaction Management platform if required by the agency's defined process. Additionally, the Participating State or Purchasing Entity can use Merchant Allocation Rules or the Allocation Rules Engine to further allocate the transactions based on the rules defined to take action for a defined attribute. Merchant Allocation Rule After the framework for the accounting information has been built (Account Code Structure) and the MCC information has been identified for the transactions to be targeted (Create Custom Merchant Groups), the Participating State or Purchasing Entity can determine the specific accounting code segments that will change. In the Merchant Allocation Rules section of Access Online, Program Administrators will enter the new accounting values for the segment(s) that should be changed. An option for splitting the transaction to multiple segments is an option, if the allocation of the purchase should be directed to more than one accounting string. Allocation Rules Engine The Access Online Allocation Rules Engine is a sophisticated transaction allocation tool that helps accurately account for purchases. The Allocation Rules Engine allocates transactions to appropriate cost centers, projects and expense types through client -defined rule sets, ensuring minimal work is required to manage transactions. By building the Allocation Rules Engine within Access Online, the system provides a complete end -to -end solution that automates transaction allocation, reconciliation and general ledger integration. 3.18 System will allow for User to upload and attach supporting documentation to the transaction in the following formats (at a minimum): pdf, jpg, png. U.S. Bank will allow for a user to upload and attach supporting documentation to a transaction. Access Online supports the need to retain purchase documentation by allowing users to attach multiple PDF, JPG or PNG files to a transaction. File uploads can be as large as 5MB pertransaction. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 58 ( Rev. 2020-03-11) Currently, the two options for uploading support documentation are either uploading through Access Online, or by using mobile receipt attachment through the Access Online Mobile App. Access Online Uploads Users can upload receipts through Access Online by following the steps below: ■ User selects the transaction in Access Online and attaches the document (PDF, JPG or PNG) User can add or replace purchase document until the transaction is "locked" (up to 5MB per transaction) User may view, print or manage attachments through Transaction Management for up to 12 months, plus the current open account cycle Participating State or Purchasing Entity can request electronic copies of the files at any time for the following eight years Mobile Receipt Attachment Cardholders have the ability to capture receipt images and attach them to transactions through U.S. Bank's mobile app. Within the app, the Cardholder would select "View Transaction List", select the transaction and choose the "attachment" icon. When selecting this icon, the Cardholder will be prompted to take a photo of the receipt. After taking the photo, the Cardholder will select to save the receipt and it will attach to the transaction. Value Add Enhancement Bulk Download U.S. Bank recognizes that Auditors may have a need to access the transaction receipts in an efficient and timely way. Program Administrators may grant Auditors access to the system, or bulk downloads are available. Access Online allows for bulk receipt download in which Participating States and Purchasing Entities can request transaction documents on multiple transactions and accounts. Users can submit up to five requests within 24 hours, however, it should be noted, the system prevents duplicate requests within 48 hours. The file size on downloads is limited to 4GB, or approximately 800 images. If there are more than 800 images, the user would submit multiple requests. When the user has a bulk download request for either an account or hierarchy, the maximum Processing/Reporting Hierarchy per request is 10 and the maximum number of unique Account ID's per request is 50. If the selected transactions do not have any attachments, the user will receive an error message. When the bulk download is available for download, the user will receive an email notification. The file name organization is as follows: OSN_YYYY_MM.zip -> Account Unique ID -> Post Date-> Transaction Reference Number -> Attachment Name. 3.19 Participating States and Purchasing Entities have the need to capture their state's specific merchant diversity information (i.e. small business, minority owned, etc.) including Federal Diversity information. U.S. Bank can support the need to capture Participating State or Purchasing Entity's specific merchant diversity information (i.e. small business, minority owned, etc.) including Federal Diversity information in Access Online. Please note, this capability is dependent on information supplied to U.S. Bank by the State or Purchasing Entity. Enhanced Supplier Information U.S. Bank's Enhanced Supplier Information (ESI) functionality allows Participating States and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 59 (Rev. 2020-03-11) Purchasing Entities to enhance supplier information passed by Visa. The ESI function will allow users to enhance Visa -provided merchant information, upload and view client supplier information (CSI) and match information with the Visa -supplied information. ESI allows for one central repository for supplier/merchant information and will provide Participating States and Purchasing Entities with the most up-to-date and complete merchant information, which will, in turn, provide improved reporting, especially for 1099, 1057 and merchant spend analysis. ESI originates with Visa's merchant database and is organized into records; one record per merchant ID. Users can also view the information they supply to U.S. Bank as the CSI records. CSI records are also referred to as client supplier information in Access Online. U.S. Bank will work with the Participating State or Purchasing Entity to prepare and upload a file containing their CSI records. Once U.S. Bank uploads the CSI data file into Access Online to create the CSI records, user can only view —not modify —the CSI records. If they wish to change the CSI information, the Participating State or Purchasing Entity may prepare and resend a data file to U.S. Bankfor upload. If users want to make a change to a single record, they can modify and add information to the ESI record. Once the ESI records and CSI records are in the system, the system automatically tries to match ESI records to the CSI records by matching the merchant processing system ID to the tax ID, so that users have linked data on each merchant. This auto -match process results in the matching of most of the merchants (the ESI records matched to the CSI records). The ones that do not match are then treated as exceptions. 4. SYSTEM UPGRADES 4.1 Participating States/Purchasing Entities understand that as technology and regulations change, system changes will have to occur. Participating States/Purchasing Entities also assume that as a good partner, U.S. Bank will actively and continuously improve the systems capabilities, functionality and usability including platform transition. Changes/upgrades will be made at no additional cost to the Participating States/Purchasing Entities. When changes are made, U.S. Bank will, at a minimum, notify the Master Agreement Administrator (Lead State) and Statewide Program Administrator (Participating States), prior to changes being put in place. Master Agreement Administrator and Statewide Program Administrator will provide approval of any notification communication prior to distribution to Users. 4.2 U.S. Bank actively seeks feedback from clients on a regular basis to identify ways to increase the productivity, efficiency and usability of U.S. Bank's online transaction management system, Access Online. Participating States and Purchasing Entities are encouraged to provide enhancement requests to their Relationship Manager. Change requests are also submitted by Access Online Level 3 support through the Technical Help Desk. Requests are reviewed and prioritized by diverse team of representatives from each functional group within U.S. Bank Corporate Payment Systems, such as Product Management, Relationship Management, Development Department, Technology an Operation Services, Vendor Relations, Finance, Implementation, Client Services (Account Coordinator Management), Risk Management, Project Management, Payments Department, Card Setup and Maintenance Department and the Fraud Department. Review meetings are held bi-weekly to approve and prioritize changes and enhancements to the system. Relationship Managers will be responsible for keeping Participating States and Purchasing MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 60 (Rev. 2020-03-11) Entities informed of the status of a change request. If changes are then scheduled for enhancement release, there will not be any cost to the Participating States/Purchasing Entities. Major system functionality releases of Access Online typically occur quarterly. Upgrades are completed during non -peak hours (late evening orweekend hours) and are scheduled in advance. If a release requires a system outage, Program Administrator will receive notification at least one week prior to the release. Client Feedback Sessions U.S. Bank will propose a new concept for client engagement involving regular feedback calls. On these calls, Participating States can provide enhancement feedback on U.S. Bank current solutions. The frequency of these calls would align with the Access Online development schedule (typically quarterly). Additionally, U.S. Bank would include developers to introduce current enhancement projects in an attempt to collect customer feedback as enhancements are developed. U.S. Bank will make two options available to Program Administrators. Heavy users of the system can add their name to a list of resources available to Access Online developers for one-on-one feedback sessions. The developers will collaborate with the State's designated Relationship Manager to engaged Program Administrators to schedule. Additionally, U.S. Bank lead Product Manager will collaborate with the Relationship Managers who support the various State's within the NASPO ValuePoint program to coordinate pre-release calls, to discuss future enhancements, Access online Roadmap and to gather client feedback at that time. If a Participating State is interested in this option, they should contact their designated Relationship Manager. Pre-release Testing and Upgrade Management Major system upgrades are thoroughly tested —by internal and external users —before they are released into production across U.S. Bank's customer portfolio. U.S. Bank will frequently request client participation duringvarious parts of the development cycle and before functionality is rolled out across our customer base. U.S. Bank values client input and interaction through requirements validation meetings, usability tests and collaborative client feedback opportunities. U.S. Bank encourages Participating States/Purchasing Entities to reach out to their designated Relationship Manager if they would like to be part of pre-release testing process. 4.3 Upgrades are completed during non -peak hours (late evening or weekend hours) and are scheduled in advance. If a release requires a system outage, Program Administrators will receive notification between one and two weeks prior to the release. Additionally, the Access Online marketing team sends out communications on periodic updates and changes. The release communication includes the outage period, as well as a few key enhancements, which are part of a particular release. The communication would also include an overview document as a link or attachment in the email. This release overview document lists all enhancements or changes with important information for each enhancement and usually contains visuals to assist in understanding the impact of the change. Splash Page Communications U.S. Bank will also provide communications regarding system upgrades and changes on the Access Online splash page. Under the standard category of changes, splash page communications would be used to communicate the outage window. This communication pops up as soon as a user logs into the system as a way of grabbing their attention regarding the outage period. This ensures adequate warning to the user, so they can plan their activities accordingly around the outage window. MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 61 ( Rev. 2020-03-11) 4.4 How Participating States/Purchasing Entities Are Informed Upgrades are completed during non -peak hours (late evening or weekend hours) and are scheduled in advance. If a release requires a system outage, Program Administrators will receive notification between one and two weeks prior to the release. For larger more impactful changes to the system (typically those that change user access requirements) notification windows range from 30-90 days prior to the change. Whenever possible, these notifications are scheduled to provide as much advanced notice of the change as possible once the impact is identified. When changes are required, U.S. Bank provides both online communications with overview documents explaining the changes and timing of the outage, as well as splash page notifications that pop up when the user logs in, ensuring they are aware of changes. Customer/User Outreach and Input U.S. Bank values current relationship and would also propose a new concept for client engagement involving product feedback calls. On these calls, Participating States can provide enhancement feedback on current solutions. Additionally, U.S. Bank would include developers to introduce current enhancement projects in an attempt to collect customer feedback. If a Participating State is interested in this option, they should contact their designated Relationship Manager. Major system upgrades are thoroughly tested —by internal and external users —before they are released into production across U.S. Bank's customer portfolio. U.S. Bank frequently requests client participation duringvarious parts of the development cycle and before functionality is rolled out across the customer base. U.S. Bank values client input and interaction through requirements validation meetings, usability tests and collaborative client feedback opportunities. U.S. Bank encourages Participating States/Purchasing Entities to reach out to their designated Relationship Manager if they would like to be part of our pre-release testing process. Communication Approach The release communication includes the outage period, as well as a few key enhancements, which are part of a particular release. The communication would also include an overview document as a link or attachment in the email. This release overview document lists all enhancements or changes with important information for each enhancement and usually contains visuals to assist in understanding the impact of the change. U.S. Bank will also provide communications regarding system upgrades and changes on the Access Online splash page. Under the standard category of changes, splash page communications would be used to communicate the outage window. This communication pops up as soon as a user logs into the system as a way of grabbing their attention regarding the outage period. This ensures adequate warning to the user, so they can plan their activities accordingly around the outage window. 4.5 U.S. Bank executes a number of proactive steps to communicate system changes to existing customers. If a release affects the way data is accessed, reported, formatted, or viewed, Program Administrators will receive notification between one and two weeks prior to the release from the Access Online marketing team. These Access Online release emails contain a link to a release overview document providing greater details of the enhancements included in a release and how new functionality can be enabled as well as how it impacts the users of the system. U.S. Bank will also provide communications regarding system upgrades and changes on the Access Online splash page. Under the standard category of changes, splash page communications would MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 62 (Rev. 2020-03-11) be used to communicate the outage window. This communication pops up as soon as a user logs into the system as a way of grabbing their attention regarding the outage period. This ensures adequate warning to the user, so they can plan their activities accordingly around the outage window. The emails, overview documents and splash page messages are the primary source of communication for system changes. Program Status Calls U.S. Bank currently holds regular program status conference calls with a number of customers. These calls provide a forum to discuss upcoming changes, the look and feel, as well as the potential impact of those changes. If a Participating State is interested in these types of calls, U.S. Bank encourage them to reach out to their designated Relationship Manager. User Group Meetings U.S. Bank will hold scheduled user group meetings and roundtables for a number of customers. Not only do these provide similar benefits to that of program status conference calls, they also offer an excellent opportunity for in -person training for Program Administrators and managers. If a Participating State is interested in a user group meeting, U.S. Bank encourage them to reach out to their designated Relationship Manager. Relationship Manager Communications Relationship Managers will ensure that Participating States are informed of any new processes/procedures that could benefit the program and will also work on their behalf as an advocate for any transition issues that may arise. U.S. Bank will frequently request client participation during various parts of the development cycle and before functionality is rolled out across U.S. Bank customer base. U.S. Bank will value client input and interaction through requirements validation meetings, usability tests and collaborative client feedback opportunities. U.S. Bank encourages Participating States/Purchasing Entities to reach out to their designated Relationship Manager if they would like to be part of our pre-release testing process. In addition to communication with designated Relationship Managers, the Access Online Client Home Page provides notification of any technology updates or scheduled downtime. Other program changes that affect individual Cardholders, such as updates to the Cardholder contract or benefits, will be communicated via statement inserts. 4.6 U.S. Bankwill create newtraining content (user guides, quick reference guides, lessons, etc.) when launching a new tool and updates training content when U.S. Bank will add functionality to an existing tool. These changes are communicated in the "Announcements" section of the Web - Based Training site. Users can find the "Announcements" section in the bottom right hand corner of the landing page. As an added benefit, Relationship Managers, upon request, offer one-on-one Program Administrator training, as well as training for user groups. These user group meetings offer an excellent opportunity for in -person training when system changes are made, for Program Administrators and managers. If a Participating State is interested in a user group meeting, U.S. Bank encourage them to reach out to their designated Relationship Manager. U.S. Bank is also currently designing a program offering meetings on a monthly or quarterly basis to discuss system upgrades with clients. This is planned to go into effect in 2021 and will be promoted to Participating States and Purchasing Entities. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 63 (Rev. 2020-03-11) 4.7 Participating States will not accept forced/pushed 'top -down' process changes unless required by federal law. An example of a forced/pushed 'top -down' process change would be automatic shut off of cards on weekends, block purchases on specific days of the week. U.S. Bank will rarely execute a process change that will affect the use of card accounts and understand the importance of all card accounts being available for use 24/7/365. The only recent examples include U.S. Bank requirement to obtain a legal name, and sometimes birthday or residential address, for Cardholders. These changes were required by federal regulations, so the bank can meet the requirement established by the USA Patriot Act and Office of Foreign Assets Control (OFAC). U.S. Bank now requires the full legal name of every Cardholder. U.S. Bank will use this legal name to confirm that U.S. Bank is not conducting business with any of those persons listed on the OFAC Specially Designated Nationals List (SDN). In the event that a name match does occur, U.S. Bank may request a birthday or residential address (sometimes partial is accepted). If a process change could somehow affect the card account, U.S. Bank will notify Participating State and Purchasing Entity Program Administrators in advance. These notifications will include an explanation of the change, a detailed description of the potential impact and a timeline for the execution of the new process. U.S. Bank will encourage Program Administrators to take this opportunity to collaborate with their Relationship Manager if the impact causes any concern. Relationship Managers will act as the liaison between Participating States or Purchasing Entities and the Project Manger to resolve the concerns prior to execution of the new process. 5. REPORTING Participating States and Purchasing Entities must have the ability to generate reports including detailed transaction data. A system with robust reporting capabilities is required. 5.1 System will time -stamp authorizations and reports according to the time zone of the authorization location or report request. 5.2 System will allow Program Administrator or Cardholder to run a transaction detail report which includes all User -inputted data. 5.3 System will allow for reports to be accessible as defined by roles and access levels. 5.4 System will have the ability for reports to be available in multiple formats (e.g. PDF, text, Excel, HTML, browser). 5.5 System will have the abilityto provide program and transaction data reports at various frequencies to meet each Participating State/Purchasing Entity's requirements including but not limited to: ■ Daily ■ Weekly ■ Monthly (billing cycle and calendar) ■ Quarterly ■ Annually (fiscal and calendar) 5.6 System will have the ability to extract/download data at any given time so that a report can be generated. The data can be downloaded by the following areas: ■ Purchasing Entity Name ■ Department/program Name ■ Cardholder name (if applicable) ■ Last 4-6 digits of Credit Card number MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 64 (Rev. 2020-03-11) ■ Merchant Name ■ Merchant Category Code ■ Merchant Spend ® Merchant transaction number ■ Date transaction occurred ■ Date transaction processed ■ Charge amount ■ Transaction reference number ■ City in which the transaction occurred ■ State in which the transaction occurred ■ Accounting string (Fund, Organization, Account, Program, Activity, etc.) 5.7 System will have the ability to provide "exception reports" including, but not limited to: ■ Merchant Overrides ■ Bank Overrides ■ Program Administrator Overrides ■ Back-to-back transactions ■ Decline report ■ Miscellaneous transactions ■ Split Transactions ■ Duplicate Transactions 5.8 U.S. Bank will provide quarterly rebate report no later than sixty (60) days after the end of the quarter to the Statewide Program Administrator or other representative designated by the Participating State. This report, at a minimum will include: ■ Participating State ■ Purchasing Entity legal name ■ Purchasing Entity type (Agency, City, etc. as defined by the Participating State) ■ Gross spend for the rebate period ■ Any credits for the rebate period ■ Any write-offs for the rebate period ■ Net spend for the rebate period ■ Net spend for each rebate type ■ Incentive Share/Rebate Rate per rebate type ■ Rebate amount by rebate type ■ Total rebate paid to the Purchasing Entity and/or Participating State. 5.9 U.S. Bank will be able to provide a rebate report that reflects the type of rebate applied to each transaction no later than sixty (60) days after the end of the quarter. This report, at a minimum, will include: ■ Purchasing Entity legal name ■ Purchasing Entity type (Agency, City, etc. as defined by the Participating State) ■ Transaction date ■ Merchant name ■ Merchant TIN ■ Transaction amount ■ Applicable rebate type ■ Applicable rebate BPS ■ Rebate amount earned MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 65 ( Rev. 2020-03-11) 5.10 Participating States and Purchasing Entities may have additional transaction data and rebate reporting requirements, detailed in each Participating Addendum. 5.11 U.S. Bank will provide an annual report to the Lead State reflecting total spend and National Annual Volume Incentive earned by Participating States for the calendar year. 5.12 System will have the ability to schedule on -demand and Ad Hoc reports. To request a custom/Ad Hoc report, Program Administrators can call or e-mail their designated Account Coordinator. Once the U.S. Bank representative understands the needs of the Purchasing Entity, they will submit a request to the Management Information Systems reporting department. The Program Administrator can also provide a file specifications document or sample report if available. Custom reports are typically created within 10-14 business days, depending on the complexity of the request, and can be delivered directly to the Program Administrator's data exchange box in Access Online. Additionally, Access Online allows users to run tailored reports through the use of multiple selection, sorting and output functions. Access Online allows users to run predefined standard or tailored reports using multiple selection, sorting and output functions. Featuring a comprehensive set of reporting options —from simple to complex —reports are parameter -driven, offer a high degree of flexibility and are fully exportable and/or viewable online. Access Online also offers the following ad hoc reporting and scheduling options. Standard Reporting Categories Access Online offers 76 standard reports, most of which can be scheduled on demand, split out over six reporting categories. These reports range from program management and financial management, to tax reports and supplier information. Standard reporting categories available through Access Online include: ■ Program Management Reports —Supports general program management activities and allows Program Administrators to monitor compliance with organization policy. Program performance indicators highlight important trends that can be used to proactively manage accounts. Program Administrators gain access to information on every type of account activity. ■ Financial Management Reports —Allows Program Administrators to access transaction management activity information; can be used to determine if Cardholders are properly managing their accounts and ensure that expenses are assigned to the proper cost centers. ■ Supplier Management Reports —Allows Program Administrators to manage supplier relationships, support supplier negotiations and manage spending by category. Used to analyze the overall effectiveness of supplier strategies and identify overall performance issues and opportunities. The Participating State or Purchasing Entity is armed with actual program performance information that can be leveraged to drive supplier behavior and positively impact supplier negotiations. ■ Tax and Compliance Management Reports —Assist Program Administrators with monitoring expenditures, tracking variances and Managing Account allocations; can be used to ensure programs are operating in accordance with U.S. Federal Government standards and requirements. ■ Administration Reports —Provides Program Administrators easy access to basic program configuration information and helps them determine the impact the program structure may have on performance and utilization, including accounting code and user management. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 66 (Rev. 2020-03-11) Flex Data Reporting This Access Online feature puts the control in the user's hands, so they can define what they want to see in a report. By setting the report context —date ranges, processing or reporting hierarchies and more— users can choose the amount of data. By defining report content (fields to include or calculate) users ensure only the information they need is in the report. Users can define a logical grouping of data and at what level it should be subtotaled. Creating a report in Flex Data Reporting is simple and efficient. Users can create a report in three major steps: ■ Step One: Select the report's primary template and/or additional data template — Users have basic report templates to select from that let the User select which data elements to include in the report. These templates also include default report settings (e.g., which data elements to include, which to filter by). Users can also select to include an additional data template to supplement the primary template data. ■ Step Two: Specify report parameters —Specify the parameters of the custom report on a series of four tabs: — Select Report Data tab —On this tab, specify which data elements (columns) to include, which data elements to filter by and which data elements to total (for PDF output). — Filter for Content tab —On this tab, specify the filtering parameters for the data elements selected to include on the Select Report Data tab. For example, if the User selected to include transaction amount, then specify a transaction amount range (e.g., include only transactions over $S00). — Sort by Criteria tab —On this tab, select up to four sorting orders for the data in the report (e.g., first sort by accounting number ascending and then sort by transaction date descending). — Set Report Layout tab —On this tab, Users can change the default column orderforthe report by selecting a column and moving the column up or down (left or right) in the final report display. ■ Step Three: Preview, save, run and schedule the report —Users can preview the report display and then select to save the report. After the report is saved, the User can modify the report and/or run the report any time. Users can modify an existing report and save the modified version as the same report or as a new report (thus using an existing report as a template). Additionally, Users can schedule the report to run automatically in the future. Report Scheduler This Access Online feature allows Program Administrators to schedule reports to run once or on a recurring basis. Additional features include: ■ Reports can be delivered to multiple recipients via a secure mailbox ■ Recipients can be notified via email when the report is available ■ Access to functionality is controlled by Report Scheduler entitlement Custom reports can also be requested and scheduled by contacting the Account Coordinator team. After the report is generated, it can be delivered directly to the Program Administrator's data exchange box. 5.13 When a transaction is processed by a merchant, the processing system will show the transaction was sent for authorization (pre -posting). This information will be immediately available to MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 67 (Rev. 2020-03-11) Program Administrators in Access Online within the Account Authorizations screen. Authorizations are viewable in Access Online for approximately five (5)days. A transaction will post in the processing system within 24 to 48 hours of the merchant submitting the transaction to its merchant bank. If a transaction falls on a weekend or holiday, it will be posted on the following business day. Once posted, the transaction will be viewable in Access Online within the Transaction Management screens and will also be reportable. For instances such as audits or investigations in which data is being requested that is older than the data stored in Access Online, Program Administrators can reach out to their designated Account Coordinator to request archived data through a custom report request. Once the U.S. Bank representative understands the needs of the Purchasing Entity, they will submit a request to the Management Information Systems reporting department. The Program Administrator can also provide a file specifications document or sample report if available. Custom reports are typically created within 10-14 business days, depending on the complexity of the request, and can be delivered directly to the Program Administrator's data exchange box in Access Online. If archived statements are desired, Program Administrators can request through their Account Coordinator. Archived statements can be delivered via fax, secure mail, Orin some cases loaded to a Program Administrators Data Exchange. Archived statement request can take between 2-7 days to process depending on the number of statements requested. 5.14 Access Online includes a comprehensive set of reporting options ranging from basic to sophisticated. The Participating State or Purchasing Entity has the ability to run reports based on products and user access and all reports are parameter -driven with a high degree of flexibility and variety of output formats. Regarding availability of reports, Cardholders will have the ability to see basic reports. Anyone within an administrative functional entitled group, including Program Administrators, Managers, Approvers or Auditors will have access to the full set of reports based on the products and authority the Program Administrator assigns to them. U.S. Bank will work with the Participating State or Purchasing Entity to define who has the authority to run reports as needed. Standard Report Overview The following tables list and describe standard reporting options. Program Management Reports Program management reports provide Program Administrators easy access to basic program parameter data. This data can be combined with other program performance indicators to signal important trends to help proactively manage accounts. Made up of reports for Administration, Allocation Rules Management, Delinquency Management and Spend, this category includes the following standard reports: Account List —Shows all account Account Maintenance Effective Account Status Change —Lists holders and basic account Dating Activity —Provides a accounts that have a change information by hierarchy (e.g., detailed history of effective status of lost/stolen, closed or open date, credit limit, etc.). dated account maintenance opened. activity. Order File History —Provides Payment Request Approval Request Status Queue —Provides information regarding the Status Report —Shows information on multiple Request status of the order data file summary and detail Status Queue items. after it is loaded for order information for the approval match processing. status of payment requests. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 68 (Rev. 2020-03-11) Merchant Allocation Rules Set— Provides summary and drill -down detail of merchant allocation rules set. Account Suspension —Details open accounts that are past due and suspended or pending suspension. Charge -Off —Provides a listing of accounts charged -off, based on the population of the charge -off status field. Account Spend Analysis —Lists Cash Advance —Details account Declining Balance/Managed Cardholder account spending at cash advances including Spend —Displays summary and a summary level, excluding transaction amount, date and detail information of declining supplier detail. reference number. balance accounts for relocation card programs by name and account number. Declined Transaction Automated Allocation Rules— Past Due —Creates a list of Authorizations Report— Provides a summary of accounts with past due balances Supplies details of declining allocation rules engines and and number of times past due. transaction authorizations detail of their respective information along with related allocation rules. account and merchant information. Financial Management Reports Financial management reports provide Program Administrators access to transaction management activity information. Used to determine if Cardholders are properly managing their individual accounts and ensure that expenses are assigned to the proper cost centers, this category provides reports for Order Management. Pavment Instructions. Pavment Reauests and Transaction Management. Billed Transaction Analysis with Order Detail —Offers detailed and summary billed transaction information regarding the results of order and transaction matching. Order Detail —Provides detailed order data, including line item detail, if desired. Order Receipt —Shows detailed and summary receipt information as recorded against the order or order line items. Full Transaction and Order Billed Transaction Analysis with Payment Instruction Analysis — Detail —Fully details Payment Instruction Detail— Summary and detail payment expenditures, including Provides detailed and summary instruction information transaction, line item, order, billed transaction information regarding the results of account allocation and tax about the results of payment payment instruction and estimation information. request and payment transaction matching. transaction matching. Order Analysis —Provides Payment Instruction Detail— Account Allocation —Displays all detailed and summary order Detailed Payment Instruction transaction detail for a specific information, regarding the information. Supports the use account for a specific date results of order and transaction of Virtual Pay functionality. range, allowing Program matching. Administrators and Cardholders to view account allocation and reallocation detail by accounting code. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 69 (Rev. 2020-03-11) Payment Request Analysis— Payment Request Detail— Transaction Summary and Provides summary and detail Provides detailed payment Detail payment request information request information. Supports regarding the results of the use of Virtual Pay payment request and functionality. transaction matching. Extract Reconciliation— Managing Account Approval Summarizes transactions by Status —Provides a history of account that have been Managing Account and extracted versus statement. Cardholder account statement approvals and certifications. Supplier Management Reports Supplier management reports are used to analyze the overall effectiveness of supplier strategies and identify overall performance issues and opportunities. Made up of reports for Administration, Business Expenses, Spend and Travel Expenses, this category includes the following standard reports: Level II Quality by Merchant— Enabled Merchant List— Merchant List —Lists suppliers' Gives clients the ability to Provides merchant demographic information based report on the quality of Level II demographic information on those suppliers who had data on financial records by including Client Supplier transaction activity within the supplier. Information. requested period. Temporary Services Spending— Merchant Spend Analysis— Merchant Spend Analysis by Generates both summary and Provides an overall view of total Line Item —Provides summary detail information for supplier base activity or total and detail information. temporary services spending by commodity type. agency. Top Merchant Spend Analysis — Provides a list of top merchants by merchant category group or by MCC, based either on spend or numberof transactions. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 70 (Rev. 2020-03-11) Tax and Compliance Management Reports Tax and compliance management reports are used to ensure programs are operating in accordance with U.S. Federal government standards and requirements. Made up of Compliance Management Reports and Tax Management Reports, standard reports in this category include: Unmatched Transaction Vendor Summary by Sales and Use Tax by State with Analysis for Form 1099—Lists Socioeconomic Indicator— Tax Management Detail — transactions where a supplier Provides a summary and detail Includes the summarized profile was unavailable at the of expenditures that have transaction and tax paid time of reporting for the occurred with suppliers amounts as well as calculated specified date range and classified as minority supplier tax percentages on a additional supplier information types (e.g., minority, women- state -by -state basis. research for 1099 reporting. owned, veterans and small business). Vendor Summary for Form Sales and Use Tax by State— Tax Accrual Model with Tax 1099- MISC—Provides a Summarizes transaction and tax Management Detail— Supports summary and detail of paid amounts within a specified the use of the Best Practice Tax expenditures that have date range, as well as calculated Model (for sales and use tax occurred with suppliers percentages on a state -by -state estimation), in conjunction with classified as minority supplier basis. Access Online tax estimation types (e.g., minority, women- functionality by Accounting owned, veterans and small Code. business). Tax Accrual Model by Tax Accrual Model —Supports Accounting Code with Tax clients' use of Best Practice Tax Management Detail— Supports Model. Compares actual sales the use of the Best Practice Tax and use tax accrual process Model (for sales and use tax against best practice to identify estimation), in conjunction with areas of potential improvement. Access Online tax estimation functionality. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 71 (Rev. 2020-03-11) Administration Reports Administration reports provide Program Administrators easy access to basic program configuration information and help determine the impact the program structure may have on performance and utilization. This category provides reports for Account Management, Accounting Code Management, Online Registration Management and User Management. Standard reports include: Alternate Accounting Codes Default Accounting Codes— System User List Summary — Report —Provides detailed Provides detailed information Provides summary information information about the alternate about the default accounting about Access Online user IDs for accounting codes built in Access codes associated to Cardholder one, many or all organizations. Online. and Managing Accounts. Accounting Code Structure— Locked Accounts —Displays System User List with Account Lists information on current accounts locked at the time the Details —Provides an overview configuration of Accounting report is generated. of users and accounts within an Code Structures, Valid Value organization. Lists and Accounting Validation Controls. Accounting Validation Control— Online Registration —Provides System User List —Provides Provides information on the results of online registration information about user IDs and accounting validation controls activity for Cardholder accounts. associated user profile to support effective information, including a list of management of the accounting the hierarchy access and code reallocation feature. functional entitlements. Reporting Hierarchy Reports can be grouped by either Reporting Hierarchy or Processing Hierarchy. The Reporting Hierarchy is a seven -level hierarchy customized for organization reporting purposes only. U.S. Bank will work with the Participating State or Purchasing Entity to establish the reporting hierarchy. The Reporting Hierarchy allows Program Administrators to break down data solely for reporting purposes. The Processing Hierarchy controls how transactions are processed for billing and accounting purposes and includes bank, agent, company, division and department. Not all organizations use all levels of the Processing Hierarchy. For example, an organization may choose to use only the bank, agent and company levels. The Processing Hierarchy contains the following data: ■ Bank number, four -digit number assigned by U.S. Bank. ■ Agent number, four -digit number assigned by U.S. Bank. The agent number is the top level of a relationship where the basic templates for cards and statements are determined. ■ Company number, five -digit number assigned by U.S. Bank. The company number houses client- type specifics where the account information is set, such as billing type and cycle date. ■ Division number, five -digit number assigned by the Participating State or Purchasing Entity to assist with breaking down the billing invoice. ■ Department number, four -digit number assigned by the Participating State or Purchasing Entity to assist with further breaking down the billing invoice. ■ Search Capabilities ■ Access Online means immediate access to transaction data, allowing Participating MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 72 (Rev. 2020-03-11) States and Purchasing Entities to run reports whenever needed. The highly intuitive user interface makes it easy for users to access vital program data. Users simply select from a list of reports, define specific selection and sort options and choose an output type. Search capabilities include but are not limited to date range, user output, hierarchy and account number. 5.15 System will capture and report sales by Merchant Category Code (MCC). Merchant Spend Analysis Reporting Within Access Online's Supplier Management Reporting category, the Merchant Spend Analysis Report provides an overall view of total supplier base activity or total commodity type. Participating States and Purchasing Entities can use this information to support service -level and pricing requests with suppliers. This report provides detailed and summary spending information arranged by MCC group or MCC and merchant name. The Transaction Detail Report, located in the Financial Management Reporting category, offers full expenditure detail, including Level III data, for complete analysis of orders and transactions. With this report, Participating States and Purchasing Entities can see full expenditure detail, including transaction, line item, order, account allocation and tax estimation information. This report can be run based on MCC group and MCC, as well as a specific merchant name beginning with or containing specified characters. Access Online standard and transaction- based reports can be filtered by Merchant Category Code (MCC). Value Add Enhancement Dashboard Reporting Access Online Dashboard reporting provides an intuitive, on -demand view of information that allows the Participating State or Purchasing Entity to step back from the details and see the key trends and relationships that drive their commercial card program's success. Dashboard reporting offers several benefits, including: ■ Distills extensive data into a single page that graphically represents the areas of performance the users care most about, such as spending, transaction and purchasing indicators ■ Compares different time periods and key points of data to each other to understand current and historical trends ■ Customizes reporting by hierarchy level to highlight overall or measure individual department performance Transform Data into Action The Merchant Spend Dashboard is built in a way that allows each user to customize what and how information is displayed, so they see the appropriate level of detail necessary to evaluate progress toward achieving program goals. The Dashboard ensures Program Administrators are not overloaded by too much detail, while also ensuring organizations are not limited by a lack of information —users have the flexibility to view summary snapshots and drill into the details behind the data. Through the Merchant Spend Dashboard, Users can see the trending of data over time, which allows management to make decisions and react to issues before they become problems. For instance, to meet supplier negotiated discounts or revenue share goals, a User can quickly and easily view merchant and overall spending activity and pinpoint areas of opportunity and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 73 (Rev. 2020-03-11) improvement. Program Administrators can easily monitor card programs with at -a -glance graphical displays that integrate, organize and present snapshots of key information, helping answer critical questions, such as: ■ What is my total spend year-to-date? ■ How does my total spend compare to last year at this time? ■ Which is my top merchant for each spend category? Customize Key Information Program Administrators can set up, maintain and save different Merchant Spend Dashboard views by modifying various parameters: ■ Select up to 10 hierarchy positions in any combination of Bank, Bank/Agent and Bank/Agent/Company ■ Determine period (e.g., monthly, quarterly, annually or year-to-date) ■ Choose between Column, Column/Area or Line Charts for trending analysis ■ Save, print or download as PDF or Excel 5.16 U.S. Bank will be able to provide comparative rebate reporting comparing the previous quarterly and annual rebates to the then current quarter/year. U.S. Bank will provide comparative rebate reporting, which would compare the previous quarterly and annual rebates. This reporting has been tailored and adjusted to support evolving program needs. Additionally, Relationship Managers would generally provide this information during business review meetings as desired by the Participating State. If a Participating State is interested in receiving this type of report, they should reach out to their designated Relationship Manager. 5.17 System will provide sales by merchant type (i.e. small business, minority owned, etc.) including Federal Diversity information. U.S. Bank will acknowledge that many of the Participating States and Purchasing Entities are not using this functionality today, but as participants consider a reset of their current programs, U.S. Bank encourages Program Administrators to consider Enhanced Supplier Management Function (ESI) in Access Online. U.S. Bank is capable of providing sales information by merchant type, including Federal Diversity information. U.S. Bank is capable of storing and providing reporting on this information. This information will be provided to U.S. Bank by the merchant in the transaction data, however, through Enhanced Supplier Management Function (ESI), the Participating State or Purchasing Entity has the ability to provide their own details, which can be stored reported. By using ESI management, Participating States and Purchasing Entities can benefit their program by ensuring that they have current, accurate and complete information for reports and program management. In addition, Program Administrators can accurately track and support purchasing programs (e.g. minority -owned, veteran -owned, or woman -owned businesses) for maximum tax benefits- Reporting of this information would fall under custom reporting. It can be requested through a designated Account Coordinator and delivered via Data Exchange. Additional Reporting Solutions With the passing of IRC section 6050W, responsibility for 1099-MISC reporting now resides with the merchant processor for reportable payments made with a payment card. Should a Participating State or Purchasing Entity choose to utilize 1099-MISC reports for internal and/or auditing purposes, the following reporting solutions are available on Access Online: MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 74 ( Rev. 2020-03-11) ■ Supplier Summary for Form 1099-MISC—Provides a summary of expenditures and supplier profile information for "Form 1099-MISC" reporting to the Internal Revenue Service (IRS). The report compiles the key data elements required for 1099 reporting. ■ Unmatched Transaction Analysis for Form 1099-MISC—Compiles transactions for merchants where a profile was unavailable at the time of reporting. This report identifies merchants where additional research is required for 1099 reporting. ■ Supplier Summary by Socioeconomic Indicator —Summarizes expenditures that have occurred with suppliers where there is socioeconomic data about the suppliers' locations (e.g., woman -owned, minority -owned, veteran -owned and Small Business Administration -designated enterprise indicators). ■ 1099/Socioeconomic Electronic Data File —Annual or quarterly data file providing 1099 summary information electronically to the organization via a variety of delivery methods (CD, Access Online, etc.). It includes both supplier 1099 information and socioeconomic information and is ideal for clients with larger volumes of data or those who prefer scheduled delivery of the information. 6. DATA TRANSFER/INTEROPERABILITY 6.1 System will be accessible in accordance with Section 508 (Section 508 of the Rehabilitation Act (29 U.S.C. 794d), as amended by the Workforce Investment Act of 1998 (P.L. 105-220), August 7, 1998) - accessibility. 6.2 System will be supported (at a minimum) by Internet Explorer, Edge, Firefox, Safari and Chrome. 6.3 System will allow for downloads, data transmissions, and integration in support of non- standard/standalone financial management systems, including legacy systems. 6.4 System will be able to provide Purchase Card information and transaction detail in a format compatible with all Enterprise Resource Planning (ERP) or e-procurement systems utilized by any Participating State/Purchasing Entity that is part of this Master Agreement. Those systems include, but are not limited to any SAP, Banner, Oracle, Periscope, or PeopleSoft systems. U.S. Bank will work with the Participating State or Purchasing Entity to integrate their commercial payment program information with their financial systems. From accounts payable to electronic expense reporting and eProcurement, U.S. Bank will have successfully integrated solutions with all major financial ERP systems, including SAP, Banner, Oracle, Periscope, PeopleSoft and more. U.S. Bank currently integrates with over 50 systems and have been successful interfacing with new systems U.S. Bank are not familiar with. If a system is unable to accept standard file options, U.S. Bank will have the ability to create custom financial extracts to meet the need. Effective financial extracts contribute to increased processing efficiencies and cost savings. Access Online allows Participating States and Purchasing Entities to extract the data they need in the most efficient, convenient format, providing a wide variety of financial extract options to meet specific integration requirements. Options for financial extracts include: ■ Standard Financial Extracts —Appropriate for clients desiring a quick to implement, low maintenance, automated extract solution. If a standard financial extract is appropriate, the Participating State or Purchasing Entity will receive a basic financial extract at the end of each cycle in a format that is compatible with their systems. ■ General Ledger Extracts —Directly integrate with the Participating State or Purchasing Entity's general ledger system. Participating States and Purchasing Entities control where transactions are allocated, how extracts are structured and when data is MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 75 ( Rev. 2020-03-11) delivered, which provides more control over transaction data. If the organization receives a daily general ledger extract, they can customize the daily file by choosing a specific number of previous days to include in the file. Participating States and Purchasing Entities can receive general ledger extracts daily or at the end of each cycle. Output Format The State can choose the output format that best suits the Participating State or Purchasing Entity's needs. The output file format indicates the unique positioning and layout of data within an extract file. U.S. Bank offer four primary output file types: ■ Statement Billing File 2.0/2.5 (SBF 2.0/2.5)—U.S. Bank standard statement file that contains transaction data with allocation information; primarily used to populate the Participating State or Purchasing Entity's general ledger with transaction information. ■ VCF 4.0 (UVCF 4.0, USBC1.0)—Standard file format that contains transaction, account, hierarchy and Level II and Level III data for both corporate and purchasing card programs. This file type also supports the inclusion of allocation data from Access Online. ■ U.S. Bank Commercial 2.0 (USBC2)—Accommodates U.S. Bank Virtual Pay and Order Management programs. USBC2 is based on USBC1 with the addition of user line items, Virtual Pay or Order Management data. ■ Reconciliation (RCON) Standard Extract —This file type accommodates U.S. Bank Virtual Pay programs and contains basic transaction detail data and the matching payment instruction (PI) and payment request (PR) data. If U.S. Bank is not able to meet the needs of the Participating State or Purchasing Entity with the outputs above, U.S. Bank will have the ability to design custom financial extracts based around the required parameters. Member List Reporting U.S. Bank has the ability to deliver a member list (account list) to ERP and expense reporting systems. U.S. Bank often work with Purchasing Entities to interface the account number and profile information into these systems to eliminate the data entry process for the Program Administrators. With a daily member list transmission Program Administrators, no longer need to maintain the account number within internal financial systems as accounts close and reissue due to lost/stolen or fraud. Program Administrators can still keep track of reissues if they desire, by pulling an Account Status Change report from Access Online. Reporting and Financial Extracts by State U.S. Bank currently supports standard financial extracts through Access Online (such as the SBF, VCF, USBC2 and RCON) and custom reports developed by our Management Information Systems (MIS) reporting department. In total, we have conducted 262 standard financial extracts and 350 MIS custom reports and standard reports. Strategic Partnerships U.S. Bank has maintained partnerships with SAP Concur and Chrome River to help support commercial card and virtual payment programs for clients. Details of these relationships are presented below: ■ SAP Concur —With more than 1,000 mutual clients, U.S. Bank and SAP Concur have enjoyed a long relationship that results in a smooth implementation and maximized data integration for mutual clients. SAP Concur is also data -certified to receive U.S. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 76 (Rev. 2020-03-11) Bank's global consolidated data feed to support international reporting needs. ■ Chrome River —By working with Chrome River, U.S. Bank can collaborate closely to support mutual clients, whether that involves simple sharing of a data feed or coordination to support unique client requirements. Strategic agreements will allow organizations to fully integrate business travel payment and data -reporting tools with Chrome River's expense management solution. Cardholders can track expenses including out of pocket, make payments and reconcile expenses all in one place, using one password. 6.5 U.S. Bank shall be able to provide, at no cost, the entire banking information flat file at the frequency requested by the Participating State or Purchasing Entity in accordance with standard File Transfer Protocol (FTP). At a minimum, file outputs will include CSV (comma delimited) format and XLS. U.S. Bank can provide, at no cost, the entire banking information flat file at the frequency requested bythe Participating State or Purchasing Entity in accordance with standard File Transfer Protocol(FTP). Financial Extracts The industry standard financial extracts support the frequency offerings of daily or cycle based extraction and can be delivered via Access Online Data Exchange for manual retrieval or via FTP transmissions of Native FTP, Secure FTP, AS2, HTTPS or Connect: Direct via VPN and can be partnered with PGP Encryption for automation. File Output File outputs vary based on industry file outputs including ASCII- character fixed length Text, Variable length tab delimited and Excel (XLS). Additional options are available based on client designed custom financial extracts that include but are not limited to .DAT, CSV, XML and Text (TXT). Reporting Output Standard reporting output options include PDF, XLS and HTML, while active reports can also be exported with CSV and XML. The ad hoc reporting tool Flex Data, supports PDF, CSV and XLS. 6.6 System will have the ability to create custom extract files/mappers at no charge to the customer for automatic feed into their financial systems (i.e. SAP, Oracle, SMFA, SQL, PeopleSoft, Excel, etc.). This custom file will be created in such a manner that it can be imported into the Purchasing Entity's financial system with no interaction, special programming, or manual entry of transaction data. U.S. Bank custom financial extracts/mappers are designed and developed by U.S. Bank's Extract, Transform and Load (ETL) Development group at no cost to the Purchasing Entity. ETL's primary purpose is to develop and support custom financial extracts/mappers, as well as industry standard financial extracts for clientele with output file counts exceeding 3,000 a day. Request Process and Roles & Responsibilities To request a custom financial extract/mapper, the Purchasing Entity may request support from their respective Relationship Manager, who in turn will request support from the U.S. Bank Technical Integration team for an assigned Technology Consultant. A U.S. Bank Technology Consultant will work with the Purchasing Entity's technical resource(s) to understand the custom financial extract/mapper requirements. Based on the file specifications provided and by asking additional clarifying questions, including file type, standard financial MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 77 (Rev.2020-03-11) extract or general ledger extract, file layout, timing options, event triggers, distribution and notifications, the U.S. Bank Technology Consultant will work with the U.S. Bank ETL Development group to validate the design and business requirements based on the Participating State or Purchasing Entity's needs. The U.S. Bank ETL Development group will use these specifications to develop the file requirements. Upon successful coding, U.S. Bank ETL Development group will provide test files for the Purchasing Entity's technical resource(s) to test and confirm that the code is successful. After receiving the Purchasing Entity's approval, the code will be moved to production. Transmission Delivery Regarding transmission delivery, U.S. Bank can provide a data transmissions with PGP Encryption via Secure FTP, Native FTP, VPN, Connect: Direct with VPN or AS2. A U.S. Bank Technology Consultant will work with the Purchasing Entity's technical resource(s) to review the transmission protocol options and submit the request for the U.S. Bank Managed File Services team to engage in setup and connectivity testing with the defined technical resources. Testing is completed on both UAT and Prod transmission lines to validate connectivity with the passing of test files. Upon success of receipt and validation by the Purchasing Entity's technical resource(s), the transmission line will be moved to production. Custom Reports To request a custom report, Program Administrators can call or e-mail Service Point, or their designated Account Coordinator or Relationship Manager. Once the U.S. Bank representative understands the needs of the Purchasing Entity, they will submit a request to the MIS reporting department. The Program Administrator can also provide a file specifications document or sample report if available. Custom reports are typically created within three to five business days, depending on the complexity of the request, and can be delivered directly to the Program Administrator's data exchange box. Additionally, Access Online allows users to run standard and Flex Data ad hoc reports through the use of multiple selection, sorting and output functions. Custom Financial Extracts by State U.S. Bank has worked to integrate solutions with each individual Participating State's specific needs. 7. SECURITY; CONFIDENTIALITY & INTELLECTUAL PROPERTY 7.1 System will be PCI DSS compliant throughout the term of the contract. 7.2 System Electronic Data Interchange (EDI) standards will be compliant with ANSI ASC. 7.3 U.S. Bank and any Purchasing Entity may have access to, and each party may provide to another party, information that the owner of such information regards as confidential or proprietary. "Confidential Information" includes information of a commercial, proprietary, ortechnical nature whether now in existence or hereafter created. Confidential Information includes, but is not limited to, the following: (i) information marked as "confidential" or similarly marked, or information that a party should, in the exercise of reasonable judgment, recognize as confidential; (ii) Intellectual Property of each party; (iii) Identification Information; (iv) the business, financial or technical information of each party and its respective affiliates; (v) each party's objectives, materials, financial results, technological developments and othersimilar proprietary information and materials; and (vi) notes, memoranda, analyses, compilations, studies and other documents, MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 78 ( Rev. 2020-03-11) whether prepared by either party or for either party, which contain or otherwise reflect Confidential Information. Exceptions Confidential Information does not include information that (i) is already rightfully known to the receiving party at the time it obtains Confidential Information from the disclosing party; (ii) becomes generally available to the public other than as a result of disclosure in breach of this Master Agreement, applicable Participating Addendum, or any other confidentiality obligations between the parties; (iii) is received on a non -confidential basis from a third -party reasonably believed to be authorized to disclose such information without restriction and without breach of this Master Agreement or an applicable Participating Addendum; (iv) is contained in, or is capable of being discovered through examination of, publicly available records or materials; or (v) is developed by a party without the use of any proprietary, non-public information provided by the other party. U.S. Bank may (i) use and disclose a Purchasing Entity's Confidential Information to the extent necessary to maintain compliance with Network operating rules and regulations; (ii) use and disclose a Purchasing Entity's Confidential Information to the extent reasonably required to maintain compliance with and/or achieve the purposes of the Master Agreement or applicable Participating Addendum; or (iii) use and disclose a Purchasing Entity's Confidential Information to any entity or third -party to the extent that such data is aggregated or summarized, or presented in a manner that does not directly or indirectly identify such data as attributable to a Purchasing Entity or Cardholders for the purpose of data analytics and program optimization. Portions of a Purchasing Entity's Commercial Card and transaction data are captured by third parties during the course of any transaction, including, any third party providers supporting the flow of the transaction, the Network, merchants, and merchant processors during the course of normal business operations. All such third parties shall not be considered an agent of U.S. Bank for purposes of this section. Restriction and Care Each party shall hold Confidential Information in confidence and disclose Confidential Information only to those employees or agents whose duties reasonably require access to such Confidential Information. Each party must protect Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, but in no event, less than a reasonable degree of care to prevent unauthorized disclosure or duplication (except as required for backup systems) of such Confidential Information. Each party shall cause its agents and employees, to hold and maintain Confidential Information in confidence, and shall only use and disclose such Confidential Information for the purpose of performing its obligations, exercising its rights, or enforcing its rights under the Master Agreement or an applicable Participating Addendum, or as otherwise expressly permitted by the Master Agreement or an applicable Participating Addendum. Disposition of Confidential Information Upon termination of the Master Agreement or an applicable Participating Addendum, each party shall immediately, upon election by the disclosing party, return or destroy all Confidential Information in its direct or indirect possession or control that is the sole property of the disclosing party; provided, that U.S. Bank may retain particular transaction data with respect to the Commercial Cards as is necessary to perform its billing functions and to maintain compliance with the Network operating rules and regulations. Upon written request, the recipient will provide the disclosing party written certification of destruction of any Confidential Information. U.S. Bank and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 79 (Rev. 2020-03-11) Purchasing Entity may retain one copy of Confidential Information for archival purposes in accordance with applicable law, rule, or regulation. The receiving party shall return any Confidential Information maintained in an electronic format to the disclosing party in an industry standard format or, at the option of the owner, deleted and removed from all computers, electronic databases, and any other media. Compelled Disclosure Each party shall promptly provide, to the disclosing party, notice of any order by a court or governmental agency to disclose any Confidential Information, so the disclosing party may seek an appropriate protective order. U.S. Bank may be prohibited by a governmental agency from disclosing the governmental agency's request for Confidential Information, and under such circumstances, U.S. Bank is excused from notifying the Purchasing Entity of any disclosure of Confidential Information thereunder. Each party shall disclose Confidential Information only to the extent required by applicable law. Non -Publicity Any Purchasing Entity shall not make any "case study," testimonial, press release, or other public announcement regarding the Master Agreement or an applicable Participating Addendum or any activities performed hereunder or thereunder, unless required to do so by applicable law. Any Purchasing Entity shall obtain the prior written approval of U.S. Bank's Media Relations department for any press release that Purchasing Entity seeks to release that contains U.S. Bank's identity. The Purchasing Entity shall provide U.S. Bank with at least 15 business days to review and respond to any such request for approval. Open Records Nothing in this section shall be construed to limit or prevent a Purchasing Entity from disclosing information to the extent required under the open records laws or regulations applicable to such Purchasing Entity. 7.4 Appropriate reporting procedures are identified by Information Protection Services (IPS) on an as needed basis and approved by the Information Security Steering Committee (ISSC) to ensure information security events and weaknesses associated with information systems are communicated allowing timely corrective action to be taken. Responsibilities and procedures are in place to handle information security events and weaknesses effectively once they have been reported. A process of continual improvement is applied to the response activities and overall management of information security incidents. As necessary, evidence is collected for root cause analysis and extent of damage, to provide a determination of culpability or to comply with regulatory requirements. Throughout this process the integrity of the evidence is maintained to meet forensic requirements. U.S. Bank periodically exercises its Computer Security Incident Response Plan in accordance with regulatory requirements and to ensure procedures are adequate to manage U.S. Bank's response to a security incident. The Global Monitoring and Detection team and Computer Security Incident Response Team (CSIRT) partner with a Global Security Services Provider to provide 24x7x365 security monitoring and incident response services. The Global Security Operations Center ("GSOC") is staffed around the clock with qualified information security experts. Internally, U.S. Bank maintains a staff of intrusion detection and Security Information and Event Management ("SIEM") experts who are on call 24x7x365 to investigate any incidents reported by the Instruction Detection Systems (IDS) or escalated by the GSOC provider. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 80 ( Rev. 2020-03-11) U.S. Bank utilizes several different products to identify intrusion attempts. Standard operating procedures exist to monitor suspicious activity and identify use cases for alerting. IPS has multiple controls in place including, but not limited to, Distributed Denial -of -Service ("DDoS") monitoring, web log monitoring, IDS and malware content controls and file integrity monitoring for high risk systems. Logs from various security technologies are ingested by the SIEM monitoring tool to alert on anomalies and misuse cases. After an alert is triggered in the STEM, it is investigated and automatically routed into the security case management tool. A security analyst is assigned to investigate the issue to determine which incident response procedure is applicable, per CSIRT guidelines. U.S. Bank has a team of trained incident response experts and teams dedicated to responding to cybersecurity incidents and events including the following: ■ Global Threat Detection and Event Management: U.S. Bank's 24x7x365 monitoring by security professionals providing first line of support. ■ Global Security Monitoring and Detection: IPS team of security professionals in charge of system deployment, support, configuration and analysis for security systems and events. ■ Computer Security Incident Response Team: IPS team of cyber security professionals track down, investigate and mitigate threats. ■ Cyber Intelligence: A variety of external information sources, including: ■ Security Tools: A variety of software tools used to protect, detect, mitigate, block and analyze threats. ■ External DDoS Services: U.S. Bank uses specialized protection services from internet service providers for large-scale attack detection and mitigation strategies. 7.5 U.S. Bank shall provide prompt notice to Participating States and Purchasing Entities in the event that U.S. Bank becomes aware that Personal Data of the Participating State and or Purchasing Entity's has been compromised as a result of a breach of security at U.S. Bank, its Affiliates or its Agents. Notifications to impacted customers will be based on applicable federal or state notice requirements and notice to corporate clients will be delivered by the relevant business line under the terms of the applicable client agreement. 7.6 U.S. Bank publishes and maintains enterprise -wide information security policies establishing requirements to protect information assets. U.S. Bank performs vulnerability scans (external and internal), incident and threat monitoring using applicable security advisories and security baseline management of systems platforms. U.S. Bank provides solutions and services that encompass efficient and effective business processes, security monitoring, detection, prevention, incident response and centralized reporting and trending. These solutions and services manage risk to support secure and sustainable information technology services to meet the needs of U.S. Bank's internal and external customers. 7.7 U.S. Bank will provide and maintain an appropriate information security program to prevent the unauthorized disclosure, misuse, alteration, or destruction of confidential information. Enterprise information assets are protected from disclosure, modification, deletion or loss in accordance with the sensitivity of the information and the risks associated with its disclosure to MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 81 (Rev. 2020-03-11) unauthorized individuals. U.S. Bank has established handling procedures and access controls commensurate with the data for each information classification. Handling practices related to storage provide reasonable protection of information, regardless of form, against unauthorized disclosure. U.S. Bank's Information Security policies, along with the Clean Work Area Guidance ("Guidance"), provide the framework for personnel to protect information while handling it at their desks and in their work areas. The Guidance describes what personnel will do to maintain a clean work area while handling confidential information and helps personnel understand how to handle non- public information based on the classification, location and volume of information. Protection may include hardware, software or other mechanisms to appropriately control access to U.S. Bank Confidential or U.S. Bank Personal information. Information classified as Personal is not to be used or requested in business processes that do not strictly require it. U.S. Bank personnel are not allowed to divulge, use or attempt to access customer information except in a manner consistent with stated services to the customer and for authorized business purposes. Non- Disclosure Agreements will reflect this intent. Personal information will not be copied from secure locations. This includes dedicated application databases or other locations where access is limited by role and is transferred to locations not managed with the same access controls. However, if the storage is temporary to support a business need, the file is removed or deleted immediately after the business need is fulfilled. 7.8 Enterprise information assets are protected from disclosure, modification, deletion or loss in accordance with the sensitivity of the information and the risks associated with its disclosure to unauthorized individuals. U.S. Bank has established handling procedures and access controls commensurate with the data for each information classification. Handling practices related to storage provide reasonable protection of information, regardless of form, against unauthorized disclosure. U.S. Bank's Information Protection Program has policies with requirements for prevention of unauthorized physical access, damage and/or interference to enterprise premises and information, including those related to the areas where critical or sensitive information is processed and handled. Equipment and information systems are protected from physical and environmental threats. Protection of equipment (including equipment used off -site and the removal of property) is necessary to reduce the risk of unauthorized access to information and to protect against loss or damage, including storage and disposal. Special controls are designed as needed and required to protect against physical threat, such as the appropriate electrical supplies and cabling infrastructures. The Data Loss Prevention ("DLP") program identifies and protects sensitive data from being shared with unauthorized parties. The DLP program also includes the implementation and application of security policies, procedures and technical solutions to significantly lower the risk of data leakage. 7.9 U.S. Bank's Enterprise Preparedness Program establishes and supports U.S. Bank organization's Business Continuity and Contingency Planning Program. The program is designed to evaluate the impact of significant events that may adversely affect customers, assets or employees. This MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 82 (Rev. 2020-03-11) program helps ensure that U.S. Bank and its applicable affiliates can recover mission -critical functions and applications, thereby meeting fiduciary responsibility to stakeholders and complying with the requirements of the Federal Financial Institutions Examination Council (FFIEC), the Securities and Exchange Commission (SEC), the Office of the Comptroller of the Currency (OCC), the Financial Industry Regulatory Authority (FINRA) and the Office of the Superintendent of Financial Institutions (OSFI). In addition, U.S. Bank will have met all recovery criteria as prescribed by the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U.S. Financial System. The U.S. Bank Board of Directors approves the U.S. Bank Enterprise Preparedness Policy annually and key issues and status are reported to the Board and senior executives on a periodic basis. Crisis Management (CM) manages and coordinates the enterprise response to adverse events that threaten to harm organization, stakeholders, employees, assets or reputation. The enterprise response focuses on the safety of all employees, customers and assets of U.S. Bank; minimizing disruption of service and/or inconvenience to customers; returning to a business -as -usual state as quickly as possible; and limiting any potential liability of the organization. Additionally, CM maintains situational awareness and facilitates CM planning, conducts training, tests, exercises and maintains the emergency notification system. Crisis Management oversees the information flow between our lines of business, tiered response teams and executive management. The tiered incident response teams consist of the following: ■ Executive Crisis Management Team ■ First Response Executive Team ■ International Response Team ■ Emergency Response Team The U.S. Bank Pandemic Preparation and Response Plan was developed in partnership with senior leaders and other critical support departments to prepare for the possibility of pandemic flu in the same way that U.S. Bank prepare for other events that could affect employees, customers and communities. The plan was prepared in communication with public officials, pandemic planning experts, various state and local organizations and other financial institutions and businesses. The plan augments procedures already in place as part of the existing Enterprise Preparedness Program and outlines strategies to mitigate the impact of a pandemic upon company, employees and customers. U.S. Bank has resources dedicated to the Enterprise Preparedness Program and detailed Business Continuity Plans and Disaster Recovery Plans forthe restoration of critical processes, applications, infrastructure and operations. Key features of planning process include: ■ Employee safety strategies and communications/notifications ■ Systems and telecommunications accessibility ■ Alternate physical site location and preparedness ■ Emergency notification processes and systems ■ System and data backup and recovery ■ Pandemic and high employee absenteeism The Enterprise Readiness Services department coordinates strategy, planning, testing, reporting and monitoring of the U.S. Bank Enterprise Preparedness Program across the organization. The MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 83 (Rev. 2020-03-11) Enterprise Preparedness group has set forth guidelines which incorporate industry best practices for recovery of critical business units, recovery of technology and emergency and crisis management response and integrates the program into the overall risk management framework. ■ Criticality assessments —The Criticality assessments are used in the determinations of business process and application recovery time objectives, which addresses impacts based on financial, operational, reputational and regulatory risk factors. ■ Business impact analysis (BIA)—The BIA measures the effects of resource loss and escalating losses overtime in order to provide management with reliable data upon which to base risk mitigation and continuity planning. BIA is reviewed biennially in conjunction with plan. ■ Threat vulnerability—U.S. Bank's Enterprise Preparedness Program utilizes a Threat Vulnerability Analysis (TVA) process, biennially, to assess the risk of major natural hazard events and the impacts of those events on U.S. Bank corporate locations and the mission critical processes/technologies executed at those locations. This analysis drives strategic recovery planning for continuity of operations for these processes and technologies at the selected locations. The planning process assists in mitigating the potential concentration risk exposure of a single natural hazard or man-made event to any particular location or process. 7.10 U.S. Bank (the Company) risk Management Organization and Framework is derived from established regulatory guidance as well as proven risk management practices and principles that have evolved over time. Executive management is responsible for developing strategic and financial plans that align with the Company's risk appetite and for effective execution of the Company's various Risk Management Processes. Consistent application of the Company's Risk Management Framework across risk types as well as Business Lines (BLs) support functions, Risk Management and Compliance (RM&C) and Corporate Audit Services supports a comprehensive and systematic approach to managing the Company's risk -taking activities. Risk Governance and Oversight The Company's risk governance and oversight approach ensures clear lines of risk management accountability and a structured escalation process of key risk information. The Board of Directors of U.S. Bank, principally through its Risk Management Committee (RMC) and its Audit Committee, performs the highest level of oversight. Management oversight of risk management activities is directed by the Executive Risk Committee (ERC), which is chaired by the Company's Chief Risk Officer (CRO). The ERC is further supported by Senior Operating Committees, each responsible for a specified risk category. Risk Management —Three Lines of Defense The Company's risk governance and oversight structures are supported by a risk organization that employs a Three Lines of Defense model for establishing a system of checks and balances. The Company's approach is consistent with sound risk management principles and industry best practices. The design of the Company's Three Lines of Defense model, including reporting lines, talent and performance management activities and compensation programs helps establish line of defense functions with expertise and stature necessary to deliver critical insight and assessment, as well as sustain credible challenge. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 84 ( Rev. 2020-03-11) Many of the Company's activities require coordination across BLs, RM&C and support functions. Accordingly, the First Line of Defense and Second Line of Defense work together to establish maintain and demonstrate effective end -to end processes and controls. First Line of Defense The First Line of Defense is responsible for identifying, assessing and managing risks associated with its activities in compliance with established boundaries such as risk appetite, risk limits and policies. For critical processes, especially those that impact the customer, the First Line of Defense will establish controls and other appropriate risk responses designed to "do things right the first time." Further, the First Line of Defense will establish mechanisms (that is, Quality Control and Quality Assurance) to self -detect and correct any errors in a timely manner. The First Line of Defense role aligns with the Company's revenue -generating BLs; their activities warrant robust independent oversight to ensure risks are managed within established parameters. The Business Line Chief Risk Officer (BL CRO) is the senior -most risk position within each of the Company's BLs and support functions. BL CROs report directly to a Vice Chair or Managing Committee member and indirectly to the Company's CRO. The BL CRO is responsible for operating a BL or support function risk management program that supports compliance with the Company's Risk Management Framework and Risk Appetite Statement requirements. BL CROs also serve as key liaisons to Second Line of Defense Functions. Second Line of Defense The Second Line of Defense is primarily comprised of the Company's independent risk management organization, RM&C, which reports directly to the Company's CRO. Additionally, Support Function processes may fulfill Second Line of Defense responsibilities for certain risk - taking or risk management activities. The Second Line of Defense helps translate risk appetite and strategy into actionable risk limits and policies, which are set by designated Operating Committees within the Company's Risk Governance and Oversight Committee Structure. The Second Line of Defense shares responsibility with the First Line of Defense for implementing limits and policies and monitors the First Line of Defense for conformity with those items. Furthermore, the Second Line of Defense provides reporting and escalation of emerging risks and other concerns to senior management, designated Operating Committees, the ERC as well as the RMC. To satisfy the underlying separation -of -duties principle for Support Functions, RM&C provides both independent risk management and independent oversight and assessment, as appropriate. All Support Function and Business Line activities are subject to Risk and Control Self -Assessment requirements and independent risk management by Operational Risk Management. Operational Risk Management Operational Risk Management (ORM) provides oversight of the Company's Operational Risk Policy and Framework. The ORM function promotes risk identification, assessment, measurement and control of material risks tied to people, process, systems or external events. ORM sets operational risk appetite limits; deploys risk assessment measurement tools; establishes central standards to ensure consistent business use and compliance with Framework components; and monitors remediation activities, including conducting bank -wide root cause analysis. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 85 ( Rev. 2020-03-11) The ORM Framework is designed to protect the Company from financial loss associated with operational risk events, protect the Company's reputation, customers, employees and ensure compliance with regulatory requirements and supervisory expectations. Consistent with the Three Lines of Defense model, ORM supports and oversees effective First Line of Defense implementation of operational risk limits, policies and other requirements. Third Party Risk Management (TPRM) The Company's TPRM process is designed to ensure that the Company's third parties comply with Company standards and regulatory requirements. TPRM monitors current third parties, facilitates risk assessments and provides oversight of First Line of Defense compliance with the Company's TPRM policy and processes. Overview of the U.S. Bank TPRM Program is available upon request. Corporate Compliance The Corporate Compliance Program features seven key elements: Compliance Governance and Oversight, Culture of Compliance, Identify and Assess Compliance Risks, Control and Mitigate Compliance Risks, Test and Monitor Compliance Risks, Take Corrective Action on Compliance Issues and Executive Reporting. The Company relies on compliance risk assessments to assess and report its risk of legal or regulatory sanctions, financial loss or loss to reputation due to a failure to comply with laws, rules and regulations. Compliance risk is broader than the risk of violating a particular compliance requirement, as it includes risk of harm to customers and risk to the Company's reputation that could result from sanctions and related negative publicity. Assessing compliance risk is a joint responsibility of Corporate Compliance, BL management and First Line of Defense employees. The collaborative risk identification and measurement process helps ensure the BLs manage compliance risk (that is, apply focus and resources) and informs all other compliance activities. The goal is a comprehensive view of compliance risk that is current, credible and reportable by business, product and Compliance Requirement. BLs have primary responsibility for control activities and establish and maintain controls appropriate to ensure adherence with Compliance Requirements. Therefore, each BL will understand and document its key business processes, the compliance risks associated with those business processes and the key compliance controls designed to mitigate or manage those risks. Corporate Compliance provides regulatory compliance expertise through the Compliance Risk Management Specialist role to BLs in designing and documenting effective compliance controls, as well as establishing BL control effectiveness criteria. Third Line of Defense Corporate Audit Services is responsible for providing the Audit Committee and senior management with risk -based, independent assurance services designed to evaluate and improve the effectiveness of risk management, control and governance processes of the Company, affiliates, wholly owned subsidiaries and entities where the Company owns a majority (controlling) interest. This auditing framework results in an affirmative statement across the First and Second Lines of Defense regarding the state of controls as well as the state of risk management. 7.11 Security. "Secured Information" means information regarding Commercial Cards, passwords, personal identification numbers, and other sensitive information or Confidential Information of either party. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 86 ( Rev. 2020-03-11) Any Purchasing Entity will safeguard Secured Information provided by U.S. Bank in a manner that is no less stringent than those applicable to Purchasing Entity's own proprietary information and shall endeavor to install and maintain reasonable cybersecurity defenses to protect against unauthorized use or access of Secured Information or Access Online. 7.12 Intellectual Property. U.S. Bank Intellectual Property. U.S. Bank, or its affiliates, is the owner or licensee of any and all Intellectual Property or other proprietary right associated with U.S. Bank products and services, including, but not limited to, the Commercial Card program, related materials, and derivatives. Except as expressly stated in the Master Agreement or applicable Participating Addendum, Purchasing Entity shall not use, copy, redistribute, publish, or retransmit any portion of U.S. Bank products or Intellectual Property without the express written consent of U.S. Bank. Purchasing Entity shall not change or delete any proprietary notices contained on or in any written or electronic materials supplied by or through U.S. Bank. Nothing in this Section, the Master Agreement, or applicable Participating Addendum grants any ownership right to Purchasing Entity. U.S. Bank remains the sole owner of any and all its Intellectual Property. Purchasing entity Intellectual Property. Purchasing Entity is the owner or licensee of any and all Intellectual Property or other proprietary right associated with Purchasing Entity's name, trademarks and service marks. U.S. Bank shall not use, copy, redistribute, publish, or retransmit any portion of Purchasing Entity's Intellectual Property without the express written consent of Purchasing Entity. U.S. Bank shall not change or delete any proprietary notices contained on or in any written or electronic materials supplied by or through Purchasing Entity. Purchasing Entity remains the sole owner of any and all its Intellectual Property. Software License. Subject to a Purchasing Entity's compliance with this Section, U.S. Bank grants each Purchasing Entity a non-exclusive, non-transferrable license to use and access Commercial Cards on U.S. Bank's or U.S. Bank's third -party licensor's software. U.S. Bank, or its third -party licensors, retains all rights, title, and ownership of the Commercial Cards (but not the Commercial Card data) and software, any documentation provided with the Commercial Card or software, and any works derived from the software or U.S. Bank or its third - party licensors' Intellectual Property. U.S. Bank asserts that the software is protected by copyright and may be protected by patent, trademark, or other proprietary rights and laws of the United States, Canada, or other jurisdictions. Any property rights not granted in this Section are reserved by U.S. Bank or its third -party licensors. U. S. Bank or its third -party licensors may, from time to time, provide updates of the software. Such updates replace the software initially licensed to a Purchasing Entity and do not constitute an additional license to use the software. Any Purchasing Entity may not (i) reverse engineer, decompile, or disassemble the software, or bypass or disable any copy protection or encryption; (ii) reformat or make derivative works from the software; (iii) transmit all or any part of the software by any means, media, or manner that would present the risk of unauthorized access except as provided by U.S. Bank; (iv) disclose part or all of the software to any third parties except as explicitly authorized by U.S. Bank; (v) use all or part of the software to advise, consult, or otherwise assist any third parties except as explicitly MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 87 (Rev. 2020-03-11) authorized by U.S. Bank; and (vi) otherwise use the software in any manner that would compete in any way with U.S. Bank's business. Any Purchasing Entity shall permit U.S. Bank reasonable access to any records, systems or operations to ensure that such Purchasing Entity is in compliance with the license granted in this section. 8. CUSTOMER SERVICE Customer service and support are key to the successful operation of any card program. 8.1 U.S. Bank will provide at least one (1) designated Relationship Manager assigned to each Participating State. Relationship Manager may provide service to multiple states as long as service level meets each of the Participating State's requirements. 8.2 Relationship Manager will be familiar with all aspects of Category 1 — Purchase Card Services of the Commercial Card Solutions Master Agreement and applicable Participating Addendum. 8.3 Relationship Manager will be available to Program Administrators and Master Agreement Administrators Monday through Friday during the Participating State's regular business hours. 8.4 Relationship Manager will provide managing account support to Program Administrators and contract support to Master Agreement Administrators in each state. 8.5 U.S. Bank will provide at least one (1) designated Account Coordinator assigned to each Participating State to support all Purchasing Entities within that state. Account Coordinator may provide service to multiple states as long as services level meets each Participating State's needs. 8.6 Account Coordinator will be familiar with all aspects of Category 1— Purchase Card Services of the Commercial Card Solutions Master Agreement and applicable Participating Addendum. 8.7 Account Coordinator will be available to Program Administrators Monday through Friday during the Participating State's/Entity's regular business hours. 8.8 Account Coordinator will provide day-to-day account management support to Program Administrators and Cardholders. 8.9 U.S. Bank will provide a domestic and international toll -free numbers available to cardholders 24/7/365. 8.10 U.S. Bank has deployed a number of Relationship Managers specifically engaged in the NASPO ValuePoint program. These Relationship Managers have worked with the program throughout its entirety and have built meaningful, collaborative relationships. U.S. Bank is providing at least one (1) designated Relationship Manager assigned to each Participating State. In some States, up to three (3) designated Relationship Managers support the Purchasing Entities depending on the size and scope. The current Relationship Managers are familiar with all aspects of the Category 1 Purchase Card agreement and services. The Relationship Managers supporting the Participating State's today have an average of 14 years managing these States and are assigned exclusively to Public Sector. Relationship Managers are geographically dispersed to better serve our clients across the United States and are strategically located in regions near their Participating States or are at least located in a comparable time zone. They are available Monday through Friday during the Participating State's regular business hours and will provide Managing Account support to Program MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 88 (Rev. 2020-03-11) Administrators and contract support to Master Agreement Administrators. U.S. Bank's Relationship Managers are dedicated to providing ongoing consultation for program growth and best practices. Relationship Managers are available to hold account reviews and will discuss program performance, benchmarking, statistics and opportunities for growth. Coupled with industry expertise, Relationship Managers are provided with the tools necessary to assist in developing and maintaining a winning commercial card program. Participating States and Purchasing Entities will have access to U.S. Bank and industry statistics, comparative practice studies and case studies, as well as performance and assessment tools. Relationship Managers will use these tools to assist in identifying opportunities for program growth and moving spend to a more efficient program and away from traditional check payments. U.S. Bank will provide the Participating States and Purchasing Entities with a wealth of information and support that will encourage program growth and adherence to industry best practices. If additional States choose to join the program, U.S. Bank has the depth of resources available to help the growth of the program. In addition to the designated Relationship Managers, U.S. Bank has designed two Account Managers to assist in supporting the various Purchasing Entities who spend $2,000,000 in annual charge volume or less. These Account Managers function in the same capacity as a Relationship Manager for the Purchasing Entities but rely on the Participating State Relationship Manager designed above for overall program support and guidance. 8.11 U.S. Bank will provide at least one (1) designated Account Coordinator assigned to each Participating State, and to support the largest Purchasing Entities participating under the respective State. Additionally, U.S. Bank will provide a designated team of Account Coordinators to support all Purchasing Entities within that State, providing day-to-day account management support. These Account Coordinators will be trained on all aspects of Category 1— Purchase Card Services of the Commercial Card Solutions Master Agreement and applicable Participating Addendum. In addition to the standard Account Coordinator training that all new employees receive, the Account Coordinators who support Participating States and Purchasing Entities go through a Public Sector/Higher Education Certification Training program. This training program includes a review of processes, policies, nuances, exceptions, program structure and Relationship Management mentorship. This additional training ensures that Account Coordinators assigned to program members are fully prepared to support this diverse program. The Account Coordinator team is available Monday through Friday in the U.S. from 5 a.m. to 5 p.m. PST to support clients, including Program Administrators, with day-to-day questions and concerns, including the following requests: ■ Account inquiry ■ Manual authorization request ■ Access Online reporting ■ Company billing address change ■ Fee inquiry ■ Association Liability Insurance inquiry ■ Statement discrepancy ■ Cardholder name change or Social Security Number (SSN) correction ■ Rush card delivery (fees may apply) ■ Missing or misapplied payment MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 89 (Rev. 2020-03-11) ■ Credit balance refund ■ Program benefits and enhancements ■ Past due account unblocking or reinstatement ■ Standard Industrial Classification (SIC)/Merchant Category Code (MCC) blocking change 8.12 U.S. Bank will provide a designated customer service team familiar with all aspects of Category 1 of the Commercial Cards Solutions Master Agreement and the Participating State's Participating Addendum in order to provide consistent, relevant, and effective front-line customer service via phone or on-line, 24/7/365. The designated customer service team may provide service to multiple states as long as customer service level meets each Participating States' requirements. The Customer Service managers, supervisors and trainers are all seasoned and familiar with the NASPO ValuePoint card program and incorporate their knowledge through their training protocol of new team members (such as identifying that an account belongs to a Participating State or Purchasing Entity, verifying a Program Administrator, responding to natural disasters and other emergencies, etc.). Additionally, Client Services and Relationship Management collaborate with Customer Service management through the life of the contract to keep them up to date on any changes that occur to the various NASPO ValuePoint program agreements, especially items pertinent to Customer Service support. U.S. Bank's in-house, 24/7/365 Customer Service Center is available toll -free and is fully dedicated to Cardholders. Cardholder customer services achieved a 91 percent top box score in overall Cardholder satisfaction and a 92.3 percent First Call Resolution in 2018. U.S. Bank's two U.S.-based call centers are in Fargo, North Dakota and Coeur d'Alene, Idaho, while the Fraud Call Center is in Overland Park, Kansas. Customer Service Representatives can assist with: ■ Lost or stolen card reports ■ Cardholder Transaction Information ■ General Account Information ■ Reporting Fraud ® Account balance and status ■ Card replacement ■ Card Delivery inquires ■ Manual authorization ■ Resetting passwords for Access Online ■ Card activation support ■ Address changes ■ Account closures ■ Cardholder Transaction Information v Decline Transaction Inquiries ■ Spending limit availability ■ Payment due dates and mailing addresses ■ Sales draft and dispute requests and inquires ■ Statement transaction inquires ® General Cardholder navigation for Access Online ■ Making a payment Emergency Protocol U.S. Bank has designed an Emergency Response Protocol that is specific to the NASPO ValuePoint programs. In the case of an emergency, customers should contact the Customer Service Center for assistance. A Customer Service Manager with the necessary authority will be available to address their needs. 8.13 U.S. Bank Customer Service is available 24/7/365, providing after -hour, holiday and weekend coverage for Cardholders. Customer service centers, located in Fargo, North Dakota and Coeur MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 90 (Rev.2020-03-11) d'Alene, Idaho, are fully staffed by U.S. Bank employees every day of the year. U.S. Bank will not utilize a 3rd party for Customer Service. 8.14 The level of communication is determined by the severity of the issue and who is affected. If a major issue occurs, a client communication is produced by U.S. Bank and sent to Program Administrators by the Account Coordinator, Relationship Manager, or U.S. Bank's communications team. These communications will acknowledge and describe the issue that has occurred, the status of fix or timeline and express the planned resolution. For smaller scale issues, U.S. Bank would reach out on a case by case basis based on client impact. Under these circumstances, a Relationship Manager or Account Coordinator would reach out to the Program Administrator to communicate the issue. Additionally, there are circumstances in which the Relationship Manager would meet with the clients on a regular basis to review the minor defects or issues. Ongoing Technical Support The Technical Help Desk is staffed 24/7/365 for Program Administrators at 877.452.8083. or via email at accessonlinesupport@usbank.com. Program Administrators would contact the Technical Help Desk with all Access Online system related questions. Cardholders may utilize the Customer Support Area for general navigation and password resets; all other card program or system -related concerns should be directed to the Cardholder's Program Administrator. Upon receiving a call from a client, the Help Desk classifies the call into two general groups: ■ System Issues —If the caller indicates a connectivity issue or system error, the Help Desk will immediately validate the concern and report it to the Client Services Group (CSG), U.S. Bank's corporate response team for application, system or technical infrastructure problems. The CSG prioritizes and resolves issues according to client impact, with Severity 1 issues resolved within four hours, Severity 2 issues resolved within eight hours and Severity 3 issues resolved within three businessdays. ■ Access Online Support —After determining that the call is not a system issue, the Help Desk identifies and logs the call into Connex, U.S. Bank's enterprise solution for issue tracking and resolution. Concerns, questions or issues that the Help Desk Representative cannot immediately answer are researched. If not resolved within two hours, the concern, question or issue is directed to Business Functional Analysts. Issues and requests falling to Business Functional Analysts are generally caused by data anomalies or are very technical in nature, requiring in depth research and analysis and, quite likely, system development for resolution. Because Business Functional Analysts are directly responsible for managing Access Online system defects and change requests, they are perfectly aligned to address these types of requests. 8.15 Participating States and Purchasing Entities will need the support of a secure and knowledgeable team at all hierarchical levels of the Program. U.S. Bank has supported the public sector state and local governments for more than 25 years. The NASPO ValuePoint program is considered a strategic partnership for U.S. Bank and a critical component of new hire and refresher training programs. Relationship Managers are the focal point of U.S. Bank hierarchal level and the ones responsible for ensuring everyone below, above and lateral to them is aware of the requirements of the Master Agreement and Participating Addendums. These Relationship Managers responsible to MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 91 (Rev. 2020-03-11) ensure that everyone throughout the organization understands the importance of these programs, nuances, exceptions, sensitivities and changes to client expectations. Relationship Managers ensure that all areas of the organization are knowledgeable on the various NAPSO card programs. They regularly engage and consult with various functional groups within U.S. Bank Corporate Payment Systems, such as Customer Service, Technical Help Desk and Client Services (Account Coordinators and their management). All levels of the organization are kept informed from Administrators, Supervisors, Managers and Senior Management. Relationship Managers will also engage and inform various subject matter experts and leaders throughout the bank, for example U.S. Bank Implementation, the Card Setup and Maintenance Department, our Management Information Systems department, the Business Functional Analysts, our Product/Technology and Development Departments, Credit/Risk Management, Wholesale Banking, Treasury Management and more. U.S. Bank will have Relationship Managers who are designated for each State program. In addition, the Vice President Relationship Manager oversees training and communication for the entire NASPO ValuePoint program. In addition to public sector certification training, U.S. Bank will communicate with management, managing directors and executive level leaders, providing regular updates on the status of these NASPO ValuePoint relationships, both through reporting and executive calls. The Relationship Manager is also responsible for being a liaison between the customer and customer service, ensuring customer service is familiar with the nature of relationship, expectations of the client and special needs, such as emergency response protocol designed specifically for NASPO ValuePoint States. 8.16 U.S. Bank will benchmark customer service. U.S. Bank's internal customer service benchmarks are set around basic assistance and telephone service. For basic assistance, U.S. Bank's performance benchmark is set at being available 24/7/365 to respond to account inquiries and problems. Regarding telephone service, U.S. Bank's benchmarks include answering at least 84 percent of all incoming calls within 30 seconds, as well as allowing no more than 4 percent of incoming calls to be abandoned from the queue. These benchmarks are defined based off customer feedback and internal analysis of service structure. U.S. Bank will meet these service benchmarks more than 99 percent of the time. Monitoring and Adjusting Benchmarks Through U.S. Bank's Command Center, designated supervisors and managers in Customer Service monitor performance metrics of customer service teams around the clock. Adjustments are made to staff as needed. In addition, daily reports of performance are being distributed and reviewed by a broader management team, including Client Services Management, to ensure U.S. Bank is meeting the performance standards for customers. U.S. Bank will review a number of variables including timing and volume. This information assists in determining when system, process or staff changes are needed and how to act on the change. 8.17 U.S. Bank will have an established escalation process. The U.S. Bank issue resolution protocol is structured to empower U.S. Bank's service representatives, supervisors and managers to resolve a broad range of problems appropriate to their position within Cardholder Service, Relationship Management and U.S. Bank Corporate Payment Systems as a whole. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 92 (Rev. 2020-03-11) An overall escalation process follows the structure outlined below. To ensure that service is not subject to repeating issues, client issues are tracked and reported to senior management: ■ Customer Service / Technical Help Desk / Client Services / Relationship Management- - The majority of program issues are resolved within first line of support. ■ Escalation Team / Manager / Supervisor—U.S. Bank standard protocol is to escalate to the first management level. If the issue is not resolved at this level, the item is reported to the General Manager for tracking and resolution. ■ Senior Manager —The last stop for escalations, given that they have full control over the business line. Cardholder Issue Resolution If a Cardholder experiences difficulties with their card, they should not hesitate to contact U.S. Bank Customer Service using the toll -free number on the back of the card. Cardholders will receive immediate assistance on matters such as billing, lost or stolen card procedures, declined transactions, disputes and a variety of other issues. Should the Cardholder feel the Customer Service Representative is not resolving the issue to their satisfaction, U.S. Bank will encourage the Cardholder to request to speak with a supervisor. The call will then be escalated until the matter is successfully resolved. If a Program Administrator is informed that a Cardholder's experience was not satisfactory, U.S. Bank will encourage them to escalate the issue to their Account Coordinator and copy the designated Relationship Manager on the outreach. The Account Coordinator will address any immediate needs and the Client Service Management team will then work with Customer Service leaders to address the issue. Technical Help Desk Overview The Technical Help Desk is staffed 24/7/365 for Program Administrators at 877.452.8083. or via email at accessonlinesupport@usbank.com and via online Chat. Program Administrators would contact the Technical Help Desk with all Access Online system related questions. Cardholders may utilize the Customer Support Area for general navigation and password resets; all other card program or system -related concerns should be directed to the Cardholder's Program Administrator. Upon receiving a call from a client, the Help Desk classifies the call into two general groups: ■ System Issues —If the caller indicates a connectivity issue or system error, the Help Desk will immediately validate the concern and, if required, will escalate to Business Production Support (BPS), U.S. Bank's corporate response team for application, system or technical infrastructure problems. BPS prioritizes and resolves issues according to client impact, with Severity 1 issues resolved within four hours, Severity 2 issues resolved within eight hours and Severity 3 issues resolved within three business days. ■ Access Online Support —After determining that the call is not a system issue, the Help Desk identifies and logs the call into Connex, U.S. Bank's enterprise solution for issue tracking and resolution. Concerns, questions or issues that the Help Desk Representative cannot immediately answer are researched. If not resolved within two hours, the concern, question or issue is directed toBusiness Functional Analysts. Issues and requests falling to Business Functional Analysts are generally caused by data anomalies or are very technical in nature, requiring in depth research and analysis and, quite likely, system MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 93 (Rev. 2020-03-11) development for resolution. Because Business Functional Analysts are directly responsible for managing Access Online system defects and change requests, they are perfectly aligned to address these types of requests. 8.18 To support U.S. Bank's commitment to Participating State and Purchasing Entity program success and to maximize the benefits of the commercial card program, U.S. Bank will provide a consultative client engagement process called AP Optimizer (formerly known as Program Optimization Analysis). U.S. Bank employs a team dedicated to assist U.S. Bank Relationship Managers with the benchmarking and best practice analysis of their clients' programs. AP Optimizer is available to Program Administrators, Managers, Directors and Executives for NASPO ValuePoint's Participating States and Purchasing Entities. If interested in this service, the Participating State or Purchasing Entity may contact their designated Relationship Manager. U.S. Bank's process covers a best practice diagnostic, accounts payable analysis and access to industry benchmark data, a unique process that differentiates U.S. Bank from competitors by offering: ® Benchmarks of Participating State or Purchasing Entity performance against leading - industry measures ■ Scorecard metrics in comparison to peer industries across the U.S. Bank portfolio ■ Best -practice recommendations for process improvement and program expansion ■ Targeted supplier opportunity reports used to capture and enable suppliers that are currently paid by more than one payment method ■ Actionable business cases that demonstrate the financial value and recommendations for implementation ■ Tracking of efforts through progress reporting used to track alignment to optimization goals ■ On -going analysis of A/P operations to identify best practice opportunities Payment Solutions Consultant To further serve the Participating States and Purchasing Entities, as well as provide valuable resources to Program Administrators, Managers, Directors and Executives throughout NASPO participants, U.S. Bank recently announced the addition of a payment solutions consultant to the Corporate Payments Systems team. Supplier Enablement U.S. Bank has a robust and unique supplier enablement program that provides many tools at participant's disposal for gaining the maximum virtual card adoption. Through collaboration with U.S. Bank's subsidiary— Elavon Merchant Services (Elavon)—as well as other innovative approaches, U.S. Bank have access to exclusive merchant acceptance. Supplier Enablement is a service offered for any new or existing clients using Virtual Pay solution. In consultation with a Participating State or Purchasing Entity's Program Administrators, Managers and Directors, a dedicated U.S. Bank Supplier Enablement Manager develops a custom program that targets both accepting and non -accepting merchants through a broad solution set, described below: ■ Elavon Merchant Acquiring Business—U.S. Bank is one of only two financial institutions that owns its own payment acquiring business. U.S. Bank has trained a specific subset of sales team to be versed in supplier enablement and business -to - business solutions; specifically, with calling suppliers that do not currently accept credit cards. ■ Merchant Online Self -Enrollment Portal —During supplier enablement campaigns, U.S. Bank offers the option to send suppliers a simple online link to enroll in the MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 94 (Rev. 2020-03-11) program. This often serves as an effective "phase one", quickly and efficiently enrolling those suppliers who are already educated on the benefits of card acceptance. ■ Supplier Proxy Pay—U.S. Bank recognize that some strategic suppliers will only accept card payments via receivables websites, IVRs and call centers. As a result, U.S. Bank will offer Proxy Pay as a complimentary service in which the Participating State or Purchasing Entity provides authorization for U.S. Bank to process payments and U.S. Bank's supplier enablement team will take care of the rest. Supplier Support U.S. Bank understand that resources are often limited. One of the benefits of our Virtual Pay program is our Supplier Support help desk, available Monday through Friday from 7 a.m. to 6 p.m. CT. This team will assist Program Administrators and suppliers with daily payment related questions or concerns, should they arise. The toll -free number and email address for the helpdesk is located on the payment notifications suppliers receive. Supplier Support Team assistance includes: ■ Program walk through for suppliers ■ Card details for suppliers (CVV, expiration date, card number, name, etc.) ■ Transaction decline questions, concerns and validations when suppliers have processing issues ■ Provide assistance with how to correct and identify what is needed for suppliers for link locked, system issues, browser versions outdated, etc. ■ Supplier contact information updates (names, email addresses, phone numbers, etc.) ■ Reconciliation assistance for Participating States and Purchasing Entities (manual matching, allocation and transaction details) ■ Assisting Participating States and Purchasing Entities with reports in Access Online ■ Reissuing of payments at the Participating State or Purchasing Entity's request ■ Resending of payments at Participating State or Purchasing Entity's request ■ Precise Pay removal at Participating State or Purchasing Entity's request ■ Payment Instruction File upload troubleshooting for Participating States and Purchasing Entities Technical Help Desk The Technical Help Desk is staffed 24/7/365 for Program Administrators and Approvers (877.452.8083), Cardholders (877.887.9260), or email at accessonlinesupport@usbank.com and via online Chat. Users would contact the Technical Help Desk with all Access Online system related questions. U.S. Bank Payment Analytics Payment Analytics is a web -based solution that enhances auditing practices by looking beyond the traditional card controls to provide 100 percent commercial card transaction monitoring. Using customizable rule templates, Program Administrators and Auditors can automatically review all card transactions and flag suspected card misuse and out -of -policy spending. By automatically running policy rules on all transactions, Payment Analytics makes Cardholder transaction monitoring dramatically more targeted, efficient and effective. Program Administrators can receive email notifications of possible non- compliance and spend violations so they can safeguard against commercial card misuse and improve purchasing practices. Payment Analytics is available 24/7/365 and does not require new hardware or software. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 95 (Rev. 2020-03-11) Client Feedback Sessions On these calls, Participating States can provide enhancement feedback on U.S. Bank's current solutions. The frequency of these calls would align with Access Online development schedule (typically quarterly). Additionally, U.S. Bank would include developers to introduce current enhancement projects in an attempt to collect customer feedback as U.S. Bank are developing these enhancements. U.S. Bank will make two options available to Program Administrators. Heavy users of the system can add their name to a list of resources available to Access Online developers for one-on-one feedback sessions. The developers will collaborate with the State's designated Relationship Manager to engaged Program Administrators to schedule. U.S. Bank's Lead Product Manager will collaborate with the Relationship Managers who support the various State's within the NASPO ValuePoint program to coordinate pre-release calls, to discuss future enhancements, Access online Roadmap and to gather client feedback at that time. If a Participating State is interested in this option, they should contact their designated Relationship Manager. Additional U.S. Bank Employee Support In addition to designated Relationship Managers and Account Coordinators, U.S. Bank offers various resources throughout the bank to assist with maximizing program efficiencies for Participating States and Purchasing Entities. ■ Technical Consultant —Provides ongoing pre- and post -sales support for Access Online, Electronic Data Interchange (EDI) and mapper development, as well as consultation regarding eCommerce, eProcurement, eCatalog and related initiatives. ■ Solutions Engineer —Works with the Participating State or Purchasing Entity to review current system and make suggestions on specific technical needs to ensure maximum system performance. ■ Fraud Specialists —Available to provide support and education on the fraud process and best practices for avoiding fraud. Visa Support Building on the services listed above, U.S. Bank's partnership with Visa provides additional benefits available to all card members. Travel and Emergency Assistance Services ■ Global Customer Support ■ Auto Rental Collision Damage Waiver ■ Roadside Dispatch ■ Liability Waiver Program 8.19 U.S. Bank will provide an issue tracking system. Client Services Resolution When contacting the designated Account Coordinator with issues, any system issue that is not resolved during the call has an incident ticket opened via U.S. Bank's internal system, Connex. These tickets have a unique number for tracking purposes and possess the ability to have files attached to them (screen shots, for example) and comments added to them. When a ticket is created, issues are routed to a Subject Matter Expert, who investigates the issue. Once a resolution is determined, the Subject Matter Expert communications that resolution to the Creator, who then passes the update/resolution on to the client. As an added layer of communication, U.S. Bank will offer service alerts and process updates and notifications. These communications help to keep the customer community at large informed on issue resolutions. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 96 (Rev. 2020-03-11) Customer Service Resolution From a customer service perspective, U.S. Bank's customer service team uses a processing platform called TSYS to document issues. These recorded notes offer details for the customer service employee currently working on the issue. If the customer service member is unable to resolve the issue, they will escalate that issue to a supervisor. The supervisor will track the issue using TSYS and get back to the Cardholder regarding that issue. If necessary, the supervisor can also reach out to the designated Account Coordinator to help resolve the problem. Customer Complaint Process When an issue cannot be resolved through the solution above and a complaint is filed, complaints are tracked through U.S. Bank's system, Atlas. U.S. Bank will have a designated Project Manager who records and tracks each of these complaints, monitoring the issue from the beginning through its resolution. The Project Manager is also tasked with ensuring the resolution is communicated to the customer filing the complaint. All complaints are benchmarked for a target resolution within 15 business days. 8.20 Client Services Team Each of U.S. Bank's Participating State's has one designated Account Coordinator, and additionally the Purchasing Entities have access to a designated Account Coordinator Team. Within U.S. Bank's Account Coordinator team, clients have experienced a number of benefits through the shared service team model. Not only do they receive swift responses from inquiries, but clients also get to work with a designated team of Account Coordinators who are knowledgeable about card programs and form frequent familiar relationships. Led by a Team Lead, who is responsible for managing the workflow, there are multiple individual Account Coordinators who own taking care of client requests. When emails are received / sent to the team shared email box, the Team Lead monitors the box closely throughout the day to ensure requests are routed and responded to. Once of the Account Coordinators picks up the message and responds to it, they include their three -character initials in the subject line. Doing this allows for the next response to be appropriately routed. If a second response comes in, the Team Lead can easily view the three- character initials and route the item appropriately. In addition to the distribution process, U.S. Bank will put specific checks in place to ensure customer satisfaction. Email responses are monitored for communication strengths such as being consultative, spelling and or grammatical perfection and providing the right answer. Additionally, coaching and feedback are provided to the Account Coordinator to improve on performance and service. Customer Service Team U.S. Bank's customer service team uses TSYS notes to document issues. These recorded notes offer details about the issue for the customer service employee currently working on it. If the customer service member is unable to resolve the issue, they would escalate that issue to a supervisor. The supervisor would track the issue using TSYS and get back to the Cardholder regarding that issue. If necessary, the supervisor can also reach out to the designated Account Coordinator to help resolve the problem. 9. 1 IMPLEMENTATION/TRANSITION The timeline and assigned resources of the multi -state implementation/transition to a new program are critical. U.S. Bank will be responsible to fully cooperate with the current Contractor and any State MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 97 ( Rev. 2020-03-11) executing a Participating Addendum under the new Master Agreement during all phases of the implementation/transition. 9.1 Implementation/Transition activities will occur at no cost to the Participating States or Purchasing Entities. 9.2 Upon award of the Master Agreement and each Participating State's Participating Addendum, but prior to the service effective date of January 1, 2021, many Entities will transition from the current NASPO ValuePoint contract and other individual state contracts to the new agreement*. U.S. Bank will have a pre -established account set-up process that may be customized based on the needs of each Participating State. Note: Each state's implementation shall not exceed nine (9) months. *If the new agreement is awarded to the currently awarded Contractor, current Participating States may choose to 'reset' (i.e. re -organize under one statewide hierarchy/short name) their State's program requiring new account set ups/transition for all current Purchasing Entities. U.S. Bank will work with Participating State to meet implementation requirements. Existing Participating State or Purchasing Entity— Reset Implementation Process. For the current NASPO ValuePoint participants, no implementation efforts will be needed in moving to the new agreement, if that is the State's choice. U.S. Bank can continue to support existing participants using their current accounts and system configurations. U.S. Bank acknowledges that Participating States on the existing contract are not precluded from requiring U.S. Bank to re -implement their entire card program and solutions. U.S. Bank is prepared to support that effort if desired. Acknowledging that there is a potential for a Participating State to choose to reset their program, U.S. Bank would take the same approach to setting up a new State relationship per the requirements above and as outlined below. U.S. Bank will assign an Implementation Project Manager, who will collaborate with the Participating State's Program Administrator and the U.S. Bank Relationship Manager to follow the Discovery through Review phase of the implementation process. The implementation would be tailored to the requirements and desired outcome of the Participating State. U.S. Bank will actively work with existing NASPO ValuePoint members on virtual programs and optimization projects to grow their programs. New Participating State or Purchasing Entity — Implementation Process Any new Participating States or Purchasing Entities joining the program will go through U.S. Bank's tailored implementation approach following the attached project plan and associated timing. Our proven multi- phase Program Management Approach facilitates a smooth and seamless implementation. Led by the Implementation Project Manager, an Implementation Team is engaged to transfer knowledge developed throughout the sales process. These discussions provide the groundwork to ensure the entire team has the same level of knowledge about the State. During the Discovery Phase, U.S. Bank will host an initial kick off meeting with the State to further understand the State's program as well as discuss goals, objectives and needs. As a result, U.S. Bank will recommend the best overall strategy and timeframe for the full program implementation. In the Define Phase, U.S. Bank will identify key stakeholders along with their roles and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 98 (Rev. 2020-03-11) responsibilities. Program scope will be confirmed and high-level requirements will be documented. Following these discussions, U.S. Bank will deliver a draft project plan and initial timeline and regular project meetings will be established. The Design Phase is the most critical and collaborative phase of the implementation. During this phase, the Implementation Team provides guidance regarding the available features and functionality for the State's program. A detailed project plan will be customized to meet that organization's specific requirements based on discussions in four main requirements categories including: ■ Program Structure: — Hierarchy — Account Enrollment — Authorization & spending controls ■ Policy, Procedures & Compliance: — Audit Requirements — Policy & procedure review ■ Technology: — Access Online configuration — User enrollment — Reporting & file integration ■ Training& Communication — Training strategy — Communication strategy During the Deliver Phase, the Implementation Project Manager will confer with the State to review progress against the project plan and discuss any remaining tasks. Testing will be conducted to validate program requirements, connectivity and files prior to going live. After successful testing and a go -live decision, cards will be issued and files will move into production. Once the State's program is live, the U.S, Bank implementation team remains engaged for at least one full billing cycle to monitor for successful account usage, payment processing and system integration. The Review Phase ends with a final review meeting conducted to validate that all tasks have been completed and meet requirements. When the implementation project closes, the State's Relationship Manager will schedule regular account review meetings to discuss program performance, spend and rebate statistics, trend analyses, potential for program growth and measurement of any additional program goals and the designated Account Coordinator is available for daily servicing and support. Roles & Responsibilities of the Participating State or Purchasing Entity U.S. Bank will work with the Participating State or Purchasing Entity to define the roles and responsibilities of each resource within the participating agency. The recommendation is to designate a program champion or "Program Manager" early on the in the process who will be responsible for managing the overall project and identifying the necessary resources throughout the organization. This Program Manager would also be responsible for sharing status updates to senior management, providing strategic direction and partnering with key stakeholders to establish compliance requirements. A Program Administrator should also be designated to maintain day-to-day administrative support, collaborate with the U.S. Bank team during status calls, provide account and system information to support the setup of the program, etc. The Program Manager and Program Administrator may be two separate roles or could be supported by the same person. Resources may also be necessary from the Participating States Accounts MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 99 (Rev. 2020-03-11) Payable department, Finance and Accounting, Purchasing/Procurement, Supply Chain and/or Shared Services and Information Technology. Additional definitions of these roles and their potential responsibility during implementation is expanded on within the attachments. Roles & Responsibilities of U.S. Bank U.S. Bank will assign a dedicated Implementation Project Manager (IPM) to each implementation. The Implementation Project Manager designs a detailed implementation project plan, conducts interviews with personnel to refine program needs from the outset and monitors the progress of the program's implementation and works with the State to resolve any issues that may arise. The U.S. Bank team will also consist of the Sales Representative who helps determine program needs and identify opportunities for use, a designated Relationship Manager who acts as single high- level point of contact for the State's entire program, a designed Account Coordinator who assists with all aspects of day-to-day administration and various subject matter experts as needed to meet the requirements of the Participating State's tailored implementation (such as Technical Solutions Engineers, Technical Consultants, Supplier Enablement Managers, etc.). Implementation Timeline U.S. Bank will work with the Participating State or Purchasing Entity to ensure timelines are met. Typical card implementations can range from 45 to 90 days depending on program complexity, while virtual programs tend to range from 90 to 120 days. 9.3 U.S. Bank will provide an Implementation/Transition Communication Plan. Staff Resources The Participating State or Purchasing Entity will be assigned the following staff resources to assist with implementation and ongoing technical support. ■ Relationship Manager ■ Implementation Project Manager ■ Technical Resources ® Account Coordinator Team ■ Relevant Subject Matter Experts During implementation, the Participating State or Purchasing Entity will be provided with tools that include a sample policy and procedures document, implementation guidebook, Cardholder communications and necessary forms at no cost. U.S. Bank also provide a customized Program Administrator guide to aide in management of the program that lists all pertinent phone numbers, websites, etc. for assistance. The Participating State or Purchasing Entity will also receive training tools directly from their assigned Relationship Manager. Method and Timing of Communication During the implementation process, The Implementation Project Manager will design a detailed implementation project plan customized to the specific Purchasing Entity, as well as conduct interviews with Purchasing Entity personnel to refine program needs from the outset. Additionally, U.S. Bank will create a communication plan including one -hour, weekly status calls to discuss the implementation and ensure the project remains on schedule for completion. U.S. Bank's implementation communication plan is as follows: ■ Minimum of weekly project status meetings followed up by detailed meeting minutes capturing key deadlines and deliverables ■ Project schedule updated each week to detail progress made as well as any remaining steps to complete the project (Status of milestones achieved such as relationship build in Access Online, managing/billing account set up, Cardholder enrollment and MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 100 (Rev. 2020-03-11) card issuance, user profile creation, financial extracts and interfacing, etc.) ■ Status calls will be conducted via video conferencing with the follow up documentation provided via email. ■ The implementation project manager will act as the project lead and will manage weekly communications between the Entity and U.S. Bank. U.S. Bank will work with the Participating State or Purchasing Entity to customize the communication template based on each specific client's business process, including a customized plan based on each Participating State and Purchasing Entity. The designated Relationship Manager will help design communications that will go out to Cardholders, Billing Contacts and Approvers. Using the email center within Access Online, organizations have the ability to search for individual accounts or hierarchies and create a list of accounts with which to communicate. The user can then either export the email addresses to an excel spreadsheet or have Access Online open their default email tool and populate the email addresses into the BCC area of an email. Users can also pull email information from an Access Online user list report and then utilize that listing for the creation of internal broadcast emails. 9.4 U.S. Bank will provide qualified personnel during the implementation/transition process. U.S. Bank will assign a dedicated Implementation Project Manager (IPM) to each implementation. The Implementation Project Manager designs a detailed implementation project plan, conducts interviews with personnel to refine program needs from the outset and monitors the progress of the program's implementation and works with the Participating State or Purchasing Entity to resolve any issues that may arise. This includes leading initial discussions with the Participating State or Purchasing Entity to transfer knowledge developed throughout the sales process. These discussions provide the groundwork to ensure the entire team has the same level of knowledge about the program. After overseeing the implementation of the Participating State or Purchasing Entity's program, the IPM will manage the transition to the designated Relationship Manager as the program is launched. This includes conferring with the Participating State or Purchasing Entity's Program Administrator to review progress against the implementation checklist and discuss any remaining tasks. Expertise U.S. Bank's Implementation Team is highly experienced and led by a team manager with more than 25 years of service experience for Corporate Payment Systems. individual team members have an average tenure of 5 years. Each Implementation Project Manager (IPM) goes through annual project management training lead by industry experts. IPM's are knowledgeable on U.S. Bank's product offerings and those products that are offered through the NASPO ValuePoint Master Agreement and individual Participating States. The IPM team supporting this contract have an average of 8 years of experience and are dedicated to implementing Public Sector programs. Within the implementation group, several IPM's are Project Management Professional (PMP) certified. The PMP certification is a highly regarded project management certification that is well respected industry wide. In order to receive this certification, the applicant will have 3-5 years of project management experience, depending on their level of education and 35 hours of project management education. They will then apply for the certification and pass an examination. In addition to the IPM, U.S. Bank will assign the following resources to support the Participating State or Purchasing Entity during an implementation and for the life of the program. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 101 (Rev. 2020-03-11) Sales Representative ■ Builds the initial relationship with the Participating State or Purchasing Entity ■ Helps determine program needs and identify opportunities for use ■ Introduces the implementation process ■ Public Sector Sales Representatives have an average of 13 years of experience Relationship Manager ■ Acts as single high-level point of contact for the State's entire program ® Provides direction during program implementation ■ Develops and monitors mutually determined account performance goals ■ Delivers account performance reviews, program updates and product enhancements ■ Public Sector Relationship Managers have an average of 14 years of experience Account Coordinator ■ Assists with all aspects of day-to-day program management ■ Trains the State's personnel on U.S. Bank program tools and best practices ■ Provides a mastery of commercial card programs, enabling superior service and ongoing support ■ Public Sector Account Coordinators have an average of 5 years of experience Solutions Engineer ■ Makes recommendations on technical needs during the Discovery Phase of the implementation ■ Hands off to Technology Consultant during the Define Phase of the implementation ■ Solution Engineers have an average of 13 years of experience Technical Consultant ■ Owns technical portion of the relationship once the sales cycle is complete ■ Consults on technical program setup ■ Prepares for and leads technical discussions during meetings with the Participating State or Purchasing Entity ■ Coordinates the connectivity of U.S. Bank Virtual Pay, our e-Payables solution ■ Technical Consultants have an average of 5 years of experience Supplier Enablement Manager ■ Manages the transition of the current supplier payment program to the U.S. Bank platform ■ Develops strategies to target optimal opportunity in virtual card spend ■ Oversees the onboarding of new suppliers throughout the life of the program ■ Supplier Enablement Managers have an average of 7 years of experience On -Site Training —Implementation In addition to the team above, during implementation, U.S. Bank can provide on -site training concerning implementation procedures and commercial card regulations. Training Team The U.S. Bank training team actively partners with the U.S. Bank implementation team to understand what unique needs the client may have required as part of their Access Online platform set up. With that information, the U.S. Bank training team can better tailor in-depth core MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 102 (Rev. 2020-03-11) curriculum to meet specific needs. The U.S. Banktraining team is comprised of over 10 highly skilled trainers, instructional designers, technical writers and project managers. The team members have an average of 20 years of training experience in the learning and development industry, 15 of which are with U.S. Bank. Opening Implementation Consultation One of the earliest phases of U.S. Bank's implementation process involves a U.S. Bank Relationship Manager meeting with representatives of participating entities to review their procure -to -pay process. This is an optional service but is strongly recommended by U.S. Bank Relationship Management to guarantee the success of new programs. During this review, participants will be asked to provide information from their Accounts Payable data pertaining to their organization's spending behaviors, including amounts and types of expenditures and vendors. The Relationship Manager will then analyze the data and produce reports highlighting ways in which participants can improve work efficiencies and reduce operating expenses. U.S. Bank will help Purchasing Entities establish financial cost reduction and efficiency goals attributed to their new card program. The following tasks will be accomplished during the initial meeting: ■ Discuss program goals and objectives ■ Identify Program Administrator and key stakeholders ■ Discuss program roles and responsibilities ■ Confirm implementation details (e.g., payment terms, logo options, etc.) ■ Review implementation task list ■ Establish timeframe for implementation, with key milestones Once the participant's goals and objectives are defined, the U.S. Bank Relationship Manager and Implementation Project Manager meet with Purchasing Entity representatives either in person or via conference call to begin implementation planning. The Relationship Manager and Implementation Project Manager are also available during these meetings. Afterthis initial meeting, the U.S. Bankteam will conduct a detailed implementation meeting with the Program Administrator and other client contacts as needed. While it is the Implementation Project Manager's role to lead these meetings and tasks, the Relationship Managers are also committed to ensuring the implementation process is a smooth one and the best practices regarding program management is communicated. Once an Implementation Project Manager receives an implementation assignment, they will reach out to the participant to schedule a kickoff call. After the kickoff call is conducted, weekly meetings will be led by the Implementation Project Manager to keep members of each team on target to meet program implementation timelines. 9.5 U.S. Bank will provide Implementation Training Plan for all Purchasing Entities. U.S. Bank will provide an Implementation Training Plan that is unique to each State or Purchasing Entity, to meet the needs of their program specifically. U.S. Bank will take the lead to determine the nuances of the program, tailoring our execution to that individual implementation. Roles & Responsibilities of the Participating State or Purchasing Entity The Program Administrator for the Participating State or Purchasing Entity will be the primary contact and responsible for collaborating with their designated Relationship Manager to define an implementation training plan that will meet their needs. This will include expressing the desired functions, content and delivery of the training that will best serve themselves and their MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 103 (Rev. 2020-03-11) users. The Program Administrator is also responsible for creating the materials and training relevant to their internal policy and processes. The Program Administrator is welcome to include the U.S. Bank Relationship Manager in the creation of these materials, to provide guidance and content. U.S. Bank can support the Program Administrator with materials that highlight the use of the Access Online system and general user guides relevant to card use, billing and interacting with U.S. Bank Customer Service. Training Provided An example of the Program Administrator training curriculum will include (but is not limited to) the following modules: ■ What does the system offer and how do I get started? ■ What training is offered? ■ How do I set up and maintain user profiles? ■ How do I set up and maintain card accounts? ■ How do I manage transactions? ■ How do I manage accounting codes? ■ How do 1 run and schedule reports? Each of the above modules can be delivered face to face or online -virtually. The above curriculum is only a sample. U.S. Bank Relationship Manager and the U.S. Bank Client Training Manager could meet with the Participating State or Purchasing Entity at the appropriate Design phase to determine the exact training curriculum to meet specific needs. The Participating State's Relationship Manager can also assist in the training and creation of a Roles and Responsibilities document for the various resources within a Program. Example Implementation Training Timeline ■ Week One: Meet with the Participating State Master Agreement Administrator to discuss transition and training plan. ■ Month One: Develop communication and training plan for Participating State Program Administrators and Purchasing Entities (if applicable), inclusive of overview of Master Service Agreement; schedule of commencement conferences and training opportunities, etc. ■ Months One and Two: Send out initial communication to the Purchasing Entity Primary Contacts, Billing Contacts, Approvers and Cardholders via e-mail. ■ Month One: Identify locations and schedule commencement meetings throughout different regions, if requested by the Participating State. ■ Months One and Two: Develop and schedule training classes on -site or online, if requested by the Participating State. ■ Months One and Two: Post all pertinent information to State's website, if desired and within compliance. ■ All Months: Meet with individual Participating State or Purchasing Entities as deemed necessary to discuss the transition to the new contract. ■ All Months: Coordinate account set up with U. S. Bank implementation unit and quality assurance unit to ensure error -free set-up. ■ Months Three through Six and Ongoing: Inform all participants of Access Online system, web -based training site and other custom training opportunities. The type, extent and duration of the training will be determined by the Participating State and the U.S. Bank Relationship Manager. U.S. Bank offer multiple options for customized plans, MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 104 (Rev. 2020-03-11) including: ■ Customized and Trackable Learning Plans —Each user can customize a learning plan and create a library of saved documents. Provides the ability for Program Administrators to track learning progress by running reports on Cardholder certification activity. ® Customizable Presentation Template —A fully customizable PowerPoint file with short demos and speaker notes that Users can use to modify and deliver Cardholder training. This option offers the ability to incorporate unique policies and procedures within the template. Participating States and Purchasing Entities can make use of the final file as a handout, either for training presentations or as a self -paced resource housed in the Learning Management System. 9.6 U.S. Bank will provide access to online test -environment for Participating State and Purchasing Entity testing during all phases of the account setup process. The system will look, act, and demonstrate all aspects of the "live" system. U.S. Bank is currently developing a robust test region which will look, act and demonstrate all aspects of the "live" system. The new test environment will be released prior to the execution of this 2021 Master Agreement. Traditionally, U.S. Bank has provided clients with access to the live Access Online system prior to their going live during the account set up phase of implementation. During that same timeline, U.S. Bank will provide training to ensure that Program Administrators are familiar with the system prior to full rollout of the card program. Since testing is conducted in production, access to this "testing" site is only provided in a controlled environment. Essentially, the process involves adding Participating States and Purchasing Entities to the system early on in U.S. Bank's implementation process, which allows the Participating State or Purchasing Entity to create pilot accounts and investigate the system's capabilities. 9.7 U.S. Bank will agree that at the end of any applicable Master Agreement or Participating Addendum, should any Participating State conduct another procurement and award a new contract, U.S. Bank will work with Participating State to ensure that an efficient and effective transition takes place within nine (9) months. Should any Participating State choose to move their program to a new provider, U.S. Bank can assist the State with the transition and U.S. Bank will ensure that an efficient and effective transition takes place within nine (9) months. U.S. Bank Staffing for Termination U.S. Bank maintains a comprehensive Relationship Closure policy, which each Relationship Manager and Account Coordinator is trained to execute in the event of a transition. Three primary departments are involved with the Relationship Closure process, each performing specific roles: ■ Relationship Manager —Responsible for communicating the closure date to the AC team and verifying any contract requirement. ■ Account Coordinator —Responsible for completing the appropriate steps in the Closure Checklist and coordinating documentation and communication with supporting teams. The Account Coordinator is also responsible for documenting the completion of activities performed by supporting teams. ■ Card Setup and Maintenance, Management Information Systems, Business Functional Analysts —Responsible for processing submitting Service Request(s) and Ticket(s) within SLA. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 105 (Rev. 2020-03-11) Lines of Communication and Card Deactivation and Closure Processes A step-by-step summary of the Relationship Closure procedure is as follows: ■ As the Participating State or Purchasing Entity's contract expiration approaches, the Relationship Manager will work with them to determine the account closure date and timeline. The Relationship Manager will collaborate with the Participating State or Purchasing Entity to design a transition plan and timeline that meets their requirements. ■ The Relationship Manager will engage the designated Account Coordinator or Account Coordinator Team to review the transition plan and timeline, closure date, etc. ■ Within the designated timeline, the Account Coordinator Team submits Service Request(s) to various supporting team(s) to close accounts and user ids, discontinue, as appropriate, financial extracts within a mutually agreeable timeline, etc. ■ Account Coordinator Team completes the first section of the checklist with the appropriate information. Tasks during this step include: — Service request to Credit to process the Relationship Exit — Service request to Card Production to discontinue cards — Service request to Card Setup and Maintenance department to process the Relationship Exit — Create request to Card Setup and Maintenance department to close all managing and Cardholder accounts under the relationship ■ Account Coordinator Team completes the activities as described in the remaining sections of the checklist and indicates the completion of each activity. These tasks include: — Ensuring all credit balance refunds are issued or written off per the direction of the Purchasing Entity — Monitor credit balance refund requests until accounts are at a zero balance — Submit requests to turn off reports and financial extracts — Turn off all related User IDS Value Add Enhancement The Relationship Manager and Account Coordinator will communicate with the Participating State or Purchasing Entity through every step listed above, to ensure that action is not taken without a mutually agreeable timeline and execution date. No action will be taken on an account, user ID, report, extract, etc. without permission from the Participating State or Purchasing Entity. Timeline for termination and maximum time allowed The timeline for termination and maximum time allowed will be based on the needs of the Participating State. U.S. Bank will dynamically support the timeline that meets the Participating State's needs. If the Participating State experiences any delays in going live with the new provider, U.S. Bank will continue to fully support the program until a new closure date is set. U.S. Bank will not deactivate or close any cards without the Participating State's permission. Reconciliation Process and Final Payment U.S. Bank will continue to send financial extracts and statements until all authorized trailing transactions have cleared and have been reimbursed. U.S. Bank will not discontinue statement or file delivery without permission from the Participating State or Purchasing Entity. If variances are discovered U.S. Bank Reconciliation Department and Relationship Management will work with MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 106 (Rev. 2020-03-11) the Participating State or Purchasing Entity to identify the cause and collaborate on resolution. 10. PROGRAM GROWTH New Purchasing Entities and new cards within existing Purchasing Entities will need to be added throughout the life of the Master Agreement. 10.1 As the marketplace changes and technology advances, card products and service may also expand. U.S. Bank proposes an additional product or service, that request will be submitted to the Lead State for review and approval. Request will include: ■ Full description of product/service; ■ Full implementation plan, including level of effort and timeline; ■ Full communication plan; and ■ Full training plan. New card products and services will not impact the rebate/incentive share or have any additional cost to the Participating States or Purchasing Entities. Addition of any card product or service to the Master Agreement is at the sole discretion of the Lead State. Participating States will have the option to allow or exclude new card products or services in the Participating Addendum. 10.2 While the goal is for a majority of Purchasing Entities to enroll in the program prior to the program effective date, it is understood that some Purchasing Entities will need to be integrated after the program effective date and additional Purchasing Entities will join throughout the program term. U.S. Bank will bring the same approach to each individual Purchasing Entity implementation, regardless of when they choose to join the program. Whether during the beginning of the contract, or anytime during the contract, the implementation approach is the same. U.S. Bank's implementation methodology follows a rigorous standard developed over 30 years of implementing commercial card programs and U.S. Bank will tailor our execution to each individual implementation. For each Purchasing Entity joining the program, U.S. Bank will take the lead to determine the nuances of their current program, develop a complete understanding of the needs and bring the Purchasing Entity to full capability with U.S. Bank. Each year, the U.S. Bank implementation team on -boards more than 100 new Purchasing Entities within the current Participating States. The implementations are designed to meet needs of the Purchasing Entity's program requirements, as is described in our implementation plan in Section 9.2 of this document. Streamlined Application Process In addition to implementation support, U.S. Bank has designed a streamlined application process for new Participating Entitles joining an existing Participating State. U.S. Bank will have a designated sales team that processes all NASPO ValuePoint State applications, ensuring knowledgeable support to Purchasing Entities during the contracts and credit qualification process. U.S. Bank's sales team is available to respond to interested Participating Entities' questions about the program features, benefits, systems and processes and can even assist them in filling out the application and required documentation if questions arise. 10.3 U.S. Bank offers several solutions for adding new cards. Program Administrators can set up and maintain new Cardholder accounts using Access Online. The setup procedure requires Program Administrators to enter data about the Cardholder, including: ■ Demographics MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 107 ( Rev. 2020-03-11) ■ Account information ■ Authorization limits ■ Merchant Category Code (MCC) blocking ■ Velocity limits As an optional feature, the final review function allows a designated Program Administrator to review and approve the completed setup before submitting it to U.S. Bank for processing. Program Administrators can also modify the information after the Cardholder account is established. Cardholder -initiated Account Setup Participating States and Purchasing Entities may choose to use the Cardholder -initiated account setup process. Cardholders are sent an email that takes them to Access Online to populate their demographic information into the application. Program Administrators can choose to have the application then routed to the Cardholder's manager for approval, after which it will be routed to the Program Administratorto complete the setup (e.g., placing the Cardholder in the appropriate hierarchy and assigning limits). Stakeholders are notified of steps taken throughout the process. As an optional functionality, the State or Purchasing Entity can choose to utilize an approval process where one designated Program Administrator starts the online application process and another designated approving Program Administrators processes the final review. Bulk Account Setup The bulk account setup function via Access Online provides Participating States and Purchasing Entities with the ability to upload account setup requests for processing through a batch file. Program Administrators can establish a secure connection via Managed File Services (MFS) and upload a batch file request for multiple accounts. ■ Automated file validation is completed before processing the request ■ Automated processing validation error/success notification is sent to the State ■ Reporting is provided via email to communicate the status of account creation and any issues processing files The bulk account setup function is available for all U.S. and Canadian clients with a secure connection via Managed File Services. The Participating State or Purchasing Entity will follow the batch file format specification requirement document (provided during the MFS setup process), which requires the submission in a CSV file format. Value Add Enhancement HR Integration U.S. Bank offers integration with HR systems, allowing Participating States and Purchasing Entities to automatically synchronize Cardholder updates on internal systems, reducing the time and effort required to manually update Cardholders within our tools. Clients can integrate with Access Online Account Administration functions using a system of web services and APIs. Some examples of client system integration can include, but not limited to, HR, ERPs and customer card program management systems. The functionality includes both Account Setup and Maintenance requests. The new account setup process can be automated as part of new employee onboarding. This is key feature for ME card programs with a lot of employee turnover. Account Maintenance includes real-time updates to account demographics, account status (open/temp close/terminated close) hierarchy updates, lines of accounting (including valid MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 108 (Rev. 2020-03-11) values), credit limits and MCC changes. Additional Options Program Administrators can set up new accounts by sending the request via fax, or email to their Account Coordinator team. If an organization is adding a large number of cards to an existing program, the Account Coordinators can provide a Cardholder transmission template in Excel and assist with batch processing. U.S. Bank will work with each Purchasing Entity to determine which solution works best for their business practices. 10.4 U.S. Bank will promote the card program. U.S. Bankwill complywiththis requirement. U.S. Bankwill considerthisto bethe primary contract vehicle for all of public sector opportunities. U.S. Bank will have designed a streamlined application process to makejoiningthe program easyfor new prospects. That onboarding process has been communicated to all of U.S. Bank sales and relationship management representatives throughout the various divisions of the bank. This includes (but is not limited to) Wholesale Banking, Treasury Management and Corporate Payment Systems, all of which are educated and familiar with the NASPO ValuePoint agreement and onboarding process and how it benefits potential public sector prospects in the designated States. In addition to promoting this contract to Purchasing Entities within a Participating State, U.S. Bank also promote this card program to new prospective Participating States. U.S. Bank will continue to expand on existing Participating State and Purchasing Entity programs through promotion and program optimization efforts. Online Content U.S. Bank will supply the content made available through various NASPO ValuePoint State websites, pending it is within risk management and compliance standards. U.S. Bank will provide custom content brochures and materials for each State to assist in the marketing of their program. Dedicated Sales Team U.S. bank offers a designated sales team specific to this program responsible for processing all NASPO ValuePoint State applications. Lead by an experienced sales staff with substantial knowledge of each State's program, this team is available to help interested Participating Entities' with questions about the program features, benefits, systems, processes. The team also helps with filling out the application and required documentation if questions arise. 11. CARD DESIGN/EMBOSSING, DELIVERY & ACTIVATION 11.1 U.S. Bank shall be responsible for the embossing and printing of the cards to each Participating State's specifications. Each Participating State will be responsible for furnishing the necessary artwork (digital file) to U.S. Bank. 11.2 Each Participating State reserves the right to change the card design during this contract, and if doing so, will provide the artwork needed to make changes. 11.3 U.S. Bank will be able to deliver cards overnight when requested by the Purchasing Entity. 11.4 Customization options to the front side of the card will include verbiage and/or logo or graphic and embossing including but not limited to: ■ Participating State MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 109 (Rev. 2020-03-11) ■ Purchasing Entity ■ Program/Department Name ■ Cardholder Name ■ Picture/Logo ■ Phrase (i.e. "FOR OFFICIAL USE ONLY") ■ Embossing Line, ALPHA OR NUMERIC VERBIAGE ■ U.S. Bank supplied options U.S. Bank will offer customization options to the front side of the card that will include all options listed in this mandatory requirement. Fully Customized Cards Fully customized cards are designed specifically for participants, using their logo and brand standards. U.S. Bank will work with each State to determine artwork and design. An electronic PDF is available within seven to ten business days from receipt of participants' final artwork and design. Individual State department and participating Purchasing Entities can use their State's card design and can include their unique logo in the upper right corner of the card. The custom card fee for this program will be waived. An electronic PDF is available within seven to ten business days from receipt of Participating State or Purchasing Entity's final artwork and design. Logo Cards For logo cards, U.S. Bank place the Participating State or Purchasing Entity's logo in the upper left corner of U.S. Bank's standard card design. The logo imprint can be produced in any one of the following colors: black, blue, red, green, silver, gold, maroon or white. Logo card requests require three weeks' lead-time prior to program rollout. A sample card will be provided for approval. There is no cost for logo cards. Embossing Purchasing Entities have several options for how to utilize embossing on the front of the card plastic. The embossing lines may be used for alpha or numeric verbiage. The first line of embossing is often used for the Cardholder Name or Program/Department Name (for department cards, emergency cards, etc.). The second line of embossing may also be used for Program/Department Name, Tax Exemption, the phrase "Official Use Only," Department or Division name or number etc. The second line embossing is made up of 24 characters and can be alpha or numeric. Production and Distribution For the initial rollout, the Participating State or Purchasing Entity submits a data file to U.S. Bank of all employees authorized to receive a card. After processing, U.S. Bank mails all cards to Cardholders directly or to the Program Administrator for distribution, if required. After implementation, Program Administrators can submit an application using Access Online, send via fax or email to their Account Coordinator team or upload account setup requests in Access Online for processing through a batch file. All applications submitted through Access Online are processed within 24 hours and expedited delivery can be completed within 24 to 48 hours in the United States and two business days elsewhere. U.S. Bank mails cards directly to Cardholders (via USPS) or to the Program Administrator (via two-day UPS) for distribution, as directed by the Program Administrator. If expedited delivery cards are ordered via Access Online before 2 p.m. CT, they will be processed and shipped the same day. For standard delivery, cards will be produced the next day and shipped MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 110 (Rev. 2020-03-11) the day after. Post -rollout, U.S. Bank may support file -based uploads for large number of cards and/or online applications for one-off requests. 11.5 Physical cards will be delivered to the Purchasing Entity or Cardholder at the address specified by the Purchasing Entity. U.S. Bank will have the ability to mail all cards to Cardholders directly via USPS, or to the Program Administrator at a specified address for distribution based off the Purchasing Entity's preferred method via UPS two-day delivery. If expedited delivery cards are ordered via Access Online before 2 p.m. CT, they will be processed and shipped the same day. For standard delivery, cards will be produced the next day and shipped the day after. There is no fee for standard or expedited delivery. 11.6 Purchasing Entities will be able to decide if cards are delivered active or inactive. U.S. Bank will allow Purchasing Entities to decide if cards are delivered active or inactive. Upon receipt of their card, Cardholders can activate their cards securely through Access Online, or by calling U.S. Bank Customer Service IVR at 800.344.5696 and following the steps below for card activation. Please note, the organization may have chosen a unique identifier otherthan the Social Security Numberfor card activation, such as the last 4 digits of an employee ID. In this case, please provide this four -digit code to the Cardholders and remind them to use it in place of the last four digits of the Social Security Number. Card Activation Procedure ■ Enter the Cardholder 16-digit account number ■ Enter 5-digit zip code of mailing address ■ To activate press 1 ■ Enter the last 4 digits of the Cardholder's social security number or other 4-digit code ■ Enter preferred business phone number starting with area code ■ Accept or decline express consent terms ■ Card is now activated ■ Please select a new 4-digit Personal Identification Number The Cardholder will have an opportunity to designate their own PIN number during activation to be used in conjunction with the Chip and PIN functionality (where required, such as oversees). It is U.S. Bank's recommendation that the Cardholder activate their own card account to designate a unique PIN known only to them. Activation Procedure Using Access Online If using Access Online to activate the card, Cardholders can follow the steps below. From the login page, Cardholders can click a link to activate their new card without needing to log into the system. ■ Enter card information, including Card Number, Expiration Date and last 4 digits of the Cardholder's work phone ■ Cardholder is sent 2 emails to the email address on file for the account. One of these emails will have a link, while the other email will have a code. ■ Emails are sent to confirm the Cardholder's identity. If the Cardholder is not the one attempting to activate the card, the email serves as a notification. ■ Follow the link in the email to enter the code from the other email. ■ The Cardholder is given the option to update the mobile phone number on file and provideexpress consent. This becomes important later in the process when U.S. Bank launch Program Administrator Alerts, allowing a Program Administrator to enroll in MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 111 ( Rev. 2020-03-11) alerts on the behalf of the Cardholder. ■ Cardholder is prompted to set a PIN ■ A confirmation message displays, signaling the process is complete Issuing Active Cards For situations where there is a business justification to issue cards already activated, such as emergency card programs, the Participating State or Purchasing Entity can coordinate with their Relationship Manager or Account Coordinator to arrange for cards to be issued already active. Value Add Enhancement Additional Security Precautions To provide an extra level of security, U.S. Bank recently implemented a solution to recognize and block when a call comes into the IVR from a recognized bad Automated Number Identifier (ANI) or originating phone number. As U.S. Bank recognizes bad or fraudulent ANI's, U.S. Bank is able to create an ANI blacklist that can be used to immediately take action on an account. 11.7 Purchasing Entities need to have the ability to have cards delivered in batches (i.e. Division A, Program 1) as determined by the Purchasing Entity. U.S. Bank can accommodate requests for bulk shipment/delivery of new and replacement cards as directed by the Purchasing Entity. U.S. Bank will send batches/bulk shipments via UPS two-day delivery with a tracking number. Program Administrators can request a tracking number of that package through their implementation manager or Account Coordinator. Program Administrators can also use the Account List in Access Online to identify which cards have been activated by the Cardholder. This report is useful in cases where the Program Administrator is designated to have cards shipped directly to the Cardholder. 11.8 All commercial cards in good standing are automatically reissued every four years. They are mailed directly to all Cardholders at least four weeks prior to the expiration date. Additionally, Access Online reporting allows for Program Administrators to see when and which cards are up for re -issuance at any point prior to expiration. In Access Online Program Management reporting, an Account List report can be scheduled for delivery to include a listing of accounts with Pending Renewal Dates based on the user defined parameters. Staggered Reissuance U.S. Bank has the ability to designate expiration dates, including staggering dates. Spreading the expiration dates out over a series of months will give program management staff additional time and flexibility to process and distribute reissued cards in smaller batches. It should be noted, staggered reissue can only be accomplished if the accounts are set up originally with staggered expiration dates. Reissues cannot be split if the expiration dates are the same, as the process is completely automated. 11.9 U.S. Bank will make every effort to avoid a mass re -issuance of cards in an attempt to prevent any program disruption. U.S. Bank understands that a reissue event can cause strain on Program Administrators and negatively affect the Cardholder experience. For that reason, U.S. Bank will refrain from reissuing cards unless there is a known elevated fraud risk. Even in events such as a merchant compromise, U.S. Bank will have a process to keep cards in circulation and will modify fraud strategies to mitigate fraud transactions. When a compromise has occurred with a merchant that impacts U.S. Bank accounts, fraud professionals determine which accounts are impacted and if a proactive reissue is necessary. Only when a significant fraud risk is present will U.S. Bank isolate the effected cards for reissue. U.S. Bank will select only high - MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 112 ( Rev. 2020-03-11) risk cards for reissuance with advance notice to the Program Administrator. New accounts will be issued and the compromised account will remain open until the Cardholder receives and activates their new account, or until the timeframe of 20 calendar days is reached, at which time the old card will automatically be closed. Cardholders will receive an insert with the new card outlining the reason for the reissue and notification that they should activate their new account. Account Coordinators will reach out to the affected Purchasing Entity Program Administrators with a notification and list of accounts. 11.10 U.S. Bank will offer emergency cards. Emergency response cards offer seamless integration into organization plans so that Participating States and Purchasing Entities can focus their attention on maintaining operations and pursuing the restoration of services. This program is designed to assist employees in facilitating their recovery efforts during hurricanes, floods, fires, power outages and other crises. Spending limits and controls are pre-set to match organization policies and the individual payment needs of the Purchasing Entity. U.S. Bank recognize that in most cases emergency response cards may remain inactive for a long period. Emergency response cards will not purge from the system because of inactivity to ensure access to the cards when an emergency arises. Emergency Card Strategies U.S. Bank recommends setting up a separate Managing Account for emergencies, using the Emergency Card Product Code which will never purge for non-use. U.S. Bank will also recommend a mix of card account strategies. U.S. Bank will recommend emergency card programs include a mix of the following: ■ Issue card(s) in the name of employee(s) ■ Issue card(s) with "Emergency Card" as the account name ■ Issue card(s) in the name of a department When using department name or "emergency card" in the account name line, it is important to designate someone responsible for the transactions (enforced through policy, monitor for transactions online, set up transaction alerts, report fraud as needed, reconcile transactions and route for approval, etc.). Increasing Limits During Emergencies Many Participating States or Purchasing Entities may choose to leave their cards in an inactive or suspended status, or maintain a limit of $1 until an emergency occurs. If a Program Administrator needs to access the card to increase a limit, Access Online is available 24/7/365 from any device with a browser. U.S. Bank Customer Service (1-800-344-5696) is also available 24/7/365 if any issues arise. U.S. Bank Customer Service team is specifically trained to support the NASPO ValuePoint States in an emergency. The Purchasing Entity may also choose the following strategies to ensure a smooth experience during an emergency: ■ Keep emergency cards in open and in active status ■ Leave MCC restrictions open ■ Set limits high, enough to accommodate worst case scenarios ■ Monitor for transactions online, set up transaction alerts, report fraud as needed ■ Notify the Account Coordinator and Relationship Manager when an emergency occurs (if possible) Permanent Memos If a Program Administrator is unavailable during an emergency, the Participating State or Purchasing Entity may want to designate someone in advance. Forthis, U.S. Bankwill recommend MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 113 (Rev. 2020-03-11) placing a "permanent memo" on the emergency account such as "John Smith is authorized as PA during an emergency". A Program Administrator can designate the permanent memo to place on the account, as long as they limit the content to 3 rows of 36 characters or less. A permanent memo always stays on the top of the account memo screen in U.S. Bank's processing system and can be referenced by Account Coordinators and Customer Service in an emergency. When responding to an emergency, please always email the designated U.S. Bank Account Coordinator and Relationship Manager. The U.S. Bank team will assess the situation and might make additional suggestions. The U.S. Bank public sector team has designed a protocol for emergencies specifically. When an Account Coordinator or Relationship Manager is notified by a Purchasing Entity of an emergency, they will execute this protocol and take all necessary steps to prevent ay program disruption. Value Add Enhancement Emergency Response Protocol U.S. Bank has supported public sector Purchasing Entities through countless major events in the past two decades. Recent events include the Orville Dam emergency, the NorCal fires of 2017 and the Southern California Fires and Mudslides of 2018. The emergency response protocol for our public sector clients was developed as a result of the increase in natural disaster events and severity. Our primary priority is always to ensure that cards are open, active and ready to support the first responders and agencies who are protecting lives and homes. 12. TRAINING 12.1 U.S. Bank will provide system User guides online and accessible through the web- based card management system. 12.2 U.S. Bank will provide ongoing training for the life of the contract. Web -Based Training Website ■ Type—U.S. Bank has a large online library that is not only accessible through the web - based card management system, but provides many other training deliverables besides "user guides". The library contains system specific quick reference guides, simulations such as a video, el-earning's and recorded virtual training sessions. ■ Frequency —The Program Administrator can register for several monthly, recurring, virtual training sessions on the topics most pertinent to their work in managing the U.S. Bank card program. This site is available 24 x 7. ■ Resources—U.S. Bank's training team is managing the content of the web -based training tool, modifying the training material as Access Online is enhanced. ■ Communication/advertisement of available training —The online catalogue is for the self- directed Program Administrator. The site can be accessed via the Training link posted on the home page of the live Access Online system. Any training material changes that occur will be advertised in the "announcements" section of the Web - Based Training site. Value Add Enhancement Optional Certification If interested, the Web -Based Training site can provide certification. If an organization chooses to have their Program Administrators or Cardholders "certified", please reach out to a designated MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 114 (Rev. 2020-03-11) U.S. Bank Relationship Manager or Account Coordinator to suggest a curriculum for the Program Administrator. The organization can determine the frequency for re -certified (i.e. once every two years). Virtual Sessions ■ Type—U.S. Bank offers instructor led training sessions that can be accessed virtually by Program Administrators. New Program Administrators can begin their journey using these virtual sessions, to become familiar with all aspects of the Access Online system. Even existing Program Administrators may find this information to review at least once per year. ■ Frequency —At least six unique virtual sessions are offered each month. The schedule and registration link is made available through the Web -Based Training site. ■ Resources —The instructor led training sessions are conducted by U.S. Bank's Access Online training team. They are regularly managing the content, modifying the training material as Access Online is enhanced. ■ Communication/advertisement of available training— The ability to register for these sessions is also within the Web -Based Training site. The site can be accessed via the Training link posted on the home page of the live Access Online system. Relationship Manager Training ■ Type —Relationship Managers are available to provide one-on-one training to Program Administrators or State-wide Program Administrators by request. U.S. Bank can provide it in person or via video conferencing depending on the need of the participant. Relationship Managers can host workshops for larger groups and bring in subject matter experts as needed. These workshops can be conducted on site or online, whichever is going to result in the largest attendance. In addition, our Access Online training group can conduct Access Online training specific to Program Administrator and Billing Contract needs. ■ Frequency —The frequency and timing of training should be determined between the Participating State or Purchasing Entity's Program Administrator and the U.S. Bank Relationship Manager. The Relationship Manager will continue to highlight training resources during implementation, scheduled business reviews and other client related meetings such as roundtables and seminars. ■ Resources—U.S. Bank Relationship Manager and Access Online Training group ■ Communication/advertisement of available training —Purchasing Entities can choose to promote these workshops or rely on their Relationship Manager to manage the communication of the event. Fraud Training ■ Type—U.S. Bank conducts fraud training webinars on an annual basis and may provide other webinar opportunities to address specific areas as needed (such as the rollout of EMV). U.S. Bank may present topical information in partnership with Visa to provide industry -wide updates to clients. ■ Frequency —Annual, as well as supplemental sessions as needed. ■ Resources—U.S. Bank Risk Management, Visa and U.S. Bank Marketing. ■ Communication/advertisement of available training— U.S. Bank's marketing team will promote these events to Program Administrators via email with an opportunity to register. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 115 ( Rev. 2020-03-11) User Groups and Program Review Calls ■ Type —For the State of Washington, the Relationship Manager and the Sales Manager attend quarterly purchasing card User Group meetings. The Relationship Manager provides information on changes to Access Online, Rebate statistics, process updates and any other items that have occurred since the last quarterly meeting. ■ Frequency —Quarterly, or a timeline designed by the Participating State. ■ Resources—U.S. Bank Relationship Manager and designated subject matter experts from the bank, Participating State, or Purchasing Entities. ■ Communication/advertisement of available training —If a Participating State or Purchasing Entity is interested in these user groups for their State, U.S. Bank encourage the Program Administrator to reach out to their Relationship Manager. Participating States can choose to promote these workshops or rely on their Relationship Manager to manage the communication of the event. Value Add Enhancement Additional Support Designated Account Coordinators are available during business hours and the Technical Help Desk is available 24/7/365, to assist Program Administrators with system and program questions. For example, if a Program Administrator needs to run a report for the first time and would like guidance through the process, they can call their Account Coordinator or the Technical Help Desk and our skilled resources will walk the User through the process step-by-step. Communication/Advertisement New training is communicated through a designated Relationship Manager. It is also communicated in the "Announcements" section of the Web Based Training site. Training may be presented in any one of our various methods, such as user guides, quick reference guides, live training sessions, recorded training sessions, or in person upon request by a designated Relationship Manager. 12.3 U.S. Bank will provide web -based training. Online web -based training provides additional training content in categories such as: ■ Get Started Using Access Online Work with payments Manage Approvals Online web -based training includes not only large categories, but different methods to learn such as: ■ User Manuals for all-inclusive information ■ Quick Reference Guides for simple tasks ■ Simulations to show how to do a process or practice in a "hands on" environment ■ Lessons to show a process from beginning to end ■ Recorded Classes, which are virtual training sessions that have been recorded, allowing the User to review, start or stop as often as needed. 12.4 U.S. Bank will provide onsite/classroom training for Program Administrators. Type of Training Offered U.S. Bank will provide onsite classroom training at the appropriate time immediately following implementation. Based on the configuration of the platform, the designated Relationship Manager and Client Training Manager will design a curriculum to meet the Participating State or MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 116 (Rev. 2020-03-11) Purchasing Entity's needs. U.S. Bank will also partner with the Participating State or Purchasing Entity to ensure that whatever curriculum is determined that it will work with their physical set up (i.e. classroom size, internet access, LDC projector, registration process, communication plan). Recommended Frequency of Onsite Trainings U.S. Bank s recommendation is to be on -site at the time immediately following implementation. U.S. Bank will offer the same content delivered on -site to be delivered virtually, thus allowing more flexibility for those Program Administrators who are remote or need a refresher. After implementation, the Participating State's designated Relationship Manager will work closely with the Participating State or Purchasing Entity to determine if additional on -site training is needed and what those options will be for the organization. The Participating State and/or Purchasing Entity will collaborate with the designated Relationship Manager to determine the type and frequency of onsite training required. For large programs where an onsite User Group is desired, an annual meeting is most standard, with additional virtual opportunities made available throughout the year as is described above in Section 12.2. 12.5 U.S. Bank will provide onsite User group forums. This includes additional optional training opportunities based on the needs and requests of the Participating State or Purchasing Entity. Onsite User group forums are available on an at will basis for each group's needs. The frequency will be determined between the Purchasing Entity and their Relationship Manager. The U.S. Bank Relationship Manager will work with the Participating State or Purchasing Entity to help determine the needs and appropriate agenda. After which, that Relationship Manager will partner with the U.S. Bank training team or other subject matter experts to coordinate the training and/or presentations. In addition, the Relationship Manager will coordinate the roundtable to discuss issues and concerns. U.S. Bank has provided a list of topics generally discussed during onsite User group forums U.S. Bank have held recently for clients. These forums are held to discuss any issues and concerns, as well as educate clients on any recent changes, both internally and industry wide. User Group Forum Topics ■ Access Online Updates and Training ■ Payment Types (Proxy Pay, Virtual Pay, Ghost Cards, etc.) ■ Fraud (Industry updates, mitigation tools, etc.) ■ Program Optimization ■ The Future of Payments ■ Trends and Innovations ■ Cyber Security ■ Payment Card Audit ■ Payment Card Dashboard Metrics ■ Q&A with Client Services ■ Purchasing Card Consortium Annual Review ■ Visa Updates and Trends ■ Discussion Panel with representatives from Corporate Payment Systems and Treasury Management ■ Breakout sessions or one-on-one meeting rooms to discuss issues and concerns MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 117 (Rev. 2020-03-11) Subject Matter Experts U.S. Bank will supply various subject matter experts to meet the needs of the desired event. Resources available include but are not limited to: ■ U.S. Bank Product Innovation ■ U.S. Bank Information Security ■ Visa Relationship, Innovation and Technical Resources ■ U.S. Bank Bankcard Product Managers ■ U.S. Bank Program Optimization Manager ■ U.S Bank Fraud Analyst ■ U.S. Bank Payment Solutions Consultant ■ Partners such as Chrome River or Concur ■ U.S. Bank Account Coordinators and Client Service Managers ■ U.S. Banl<Technical Solutions Consultants ■ U.S. Bank Access Online Training Department U.S. Bank will have the ability to provide onsite user group forums, as well as online forums through video conferencing. U.S. Bank will work with each State that has requested a forum to determine which option best fits the Participating State's needs for maximum attendance. 12.6 U.S. Bank will provide written User reference guides, both extensive and quick guides. The training appendix shows dozens of different types of documents available to Program Administrators and Cardholders. U.S. Bank will have more than 40 extensive user guides for the Program Administrator. User guides are functionality based, meaning they are specific to a task or process in the system. Providing a detailed overview of all aspects of the functionality, user guides are usually dozens of pages in length. The guides may also be service based, which encompass comprehensive information on tasks performed by specific roles. A list of user guides available to Program Administrators is presented below. Guides that are available to Cardholders ara alsn indiratarl. Alerts and Flex Data Reporting Order Management* Reporting Dashboard Notifications* Approver: Cardholder- Glossary* Order Management Secure Transport Client initiated Setup Setup CH: Cardholder- Managing Account PA Account Approval Standard Report initiated Setup* Setup and Process Samples Maintenance Client System Validation Managing and Card PA: Transaction Standard Reports Account Lists Approval Process Data Dictionary for Flex Marking Transactions PA: Cardholder- initiated Tax Management for Data Reporting for Extract Setup the United States Data Exchange Merchant Groups and Payment Plus* Tax Tables for Canada (location Email Address Multiple Attachments Payment Plus Overview* Track Recovery Act Restrictions Request Funds Enhanced Supplier My Personal Payment Plus Setup Transaction Management Information* Management* ePay* Navigation Basics* Point of Contact User Profiles MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 118 (Rev. 2020-03-11) Flex Data Exports Online Registration* Report Scheduler op Tasks Portfolio File* Alerts and Notification* Flex Data Reporting Order Management* Reporting Dashboard *Indicates Guide is also available to Cardholders A great example of one of these user guides is our Program Administrator Guide. This guide offers extensive information for Program Administrators about the commercial card program, including items such as: ■ Important Contact Numbers ■ Program Structure ■ Dispute Information ■ Fraud Information ■ Portal Instructions ■ Cardholder Benefits ■ Insurance Coverage ■ File Transmission U.S. Bank will have short task steps that U.S. Bank call "quick reference guides". These guides offer focused reminders of the basic steps for specific tasks and are usually only a few pages in length. They're structured to be easy to find and quick to use. Additional Learning Tools U.S. Bank will offer the Program Administrator over 30 lessons. A lesson offers interactive step- by-step instructions on a key process. A lesson is also referred to as an "e-Learning". The end user can start, stop, speed up the e-Learning so it is a very helpful learning resource. U.S. Bank will offer "simulations". Think of this as a video that Users can watch (called a Guided Simulation) and then practice using a "Hands-on Simulation". The purpose of these simulations is to help the learner practice or review more complex tasks. U.S. Bank will offer live virtual recurring monthly webinars covering the core competencies of Access Online for the Program Administrator. Some of these have been recorded and are available on the Web- Based Training site as well. 12.7 U.S. Bank will provide updates to the user guides will be pro -actively communicated. U.S. Bank can communicate updates on the user guides and other training materials through two main channels. First, a current list of materials that have changed is always maintained on the "Announcements" section of the Web Based Training (WBT) site. As new functionality is released, U.S. Bank will update the training documents contained within the WBT site available for download. Second, the U.S. Bank training team provides an internal communication every 60-90 day of changes made to various training materials. The Participating State's U.S. Bank Relationship Manger can begin sharing these updates if desired. 12.8 How Customer Input is Received U.S. Bank has a process of maintaining existing training materials and creating new materials. The U.S. Bank training team follows an industry standard for training development and delivery, called ADDIE. The ADDIE model stands for (A) Analysis, (D) Design, (D) Development, (1) Implementation and (E) Evaluation. To build new training material, U.S. Bank will first review the business need, the scope of product change and feedback from customers on any gaps on existing training content. U.S. Bank also review end user surveys and client roundtable input. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 119 (Rev. 2020-03-11) How New Training is Prioritized Training is prioritized based on several factors such as client demand, or product changes. The Client Training Manager makes the prioritization decision in collaboration with key business stakeholders. How Training is Built U.S. Bank will first review factors such as business needs, customer feedback and end user surveys as part of our (A) Analysis to determine what training to develop. U.S. Bank then will look at what (D) design would be most effective for the audience. U.S. Bank will determine scope of design, U.S. Bank will then engage the appropriate subject matter experts to (D) Develop the content and to define learning objectives. Then based on the type of design U.S. Bank will deliver or (1) implement the training either virtually or place it on the Web Based Training site. After placement U.S. Bank will continue to review client survey comments, scores and activity to effectively (E) evaluate this new piece of training material. How Training is Presented The training can be presented in any number of ways that best meet the needs of the audience. Sometimes very complex information may be delivered using a combination of methods (or a "blended solution") to increase skills. For example, this could be an e-Learning followed by a quick reference guide. Or it could be a virtual training session followed by a self -directed simulation. How New Training is Advertised/Communicated New training is communicated through a designated Relationship Manager. It is also communicated in the "Announcements" section of the Web Based Training site. Training may be presented in various methods, such as user guides, quick reference guides, live training sessions, recorded training sessions, or in person upon request by a designated Relationship Manager. 12.9 The U.S. Bank Client Training Manager is always available to consult, along with the U.S. Bank Relationship Manager, with the Participating State or Purchasing Entity about specific or unique educational needs. U.S. Bank's training team is highly skilled in solid principles of adult learning and are equipped with several tools to design and develop the right training to meet organizational needs. U.S. Bank will provide a newsletter sent three times a year via email called "Corporate Payment Insights". The purpose of this newsletter is to share industry information and best practices for managing a card program, along with some educational tips and tools. 13. PAYMENTTERMS 13.1 The full amount of each Purchasing Entity's monthly balance or billing cycle balance, except for disputed or reported fraud items, will be due within forty-five (45) days from the billing cycle date of the monthly account statement. 13.2 U.S. Bank will provide a monthly statement to each Cardholder and/or Program Administrator as designated Purchasing Entity. 13.3 Each statement shall be identified by the associated Participating Addendum Number for each Participating State. 13.4 Statements for payment will accurately reflect all credits, where applicable, due the Purchasing Entity. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 120 ( Rev. 2020-03-11) 13.5 If the statement is not postmarked or available electronically (for accounts with electronic statement delivery) within three (3) days of the billing cycle, the payment term can be extended the equal number of days between the third day after the billing cycle and the actual latest postmark date or electronic posting date of the Statement. 13.6 Payments will be posted to the system within two (2) business days to ensure the prompt payment/speed of pay incentive is fully realized and real credit limits are available. 13.7 Payment may be made to U.S. Bank via check, cash, warrant, bank wire, automatic clearing house (ACH), or electronic funds transfer (EFT), at the Purchasing Entity's option. Although the National Automated Clearing House Association (NACHA) is a standard method for funds transfer, U.S. Bank will be able to accommodate standard and non-standard formats at no extra charge to accommodate different State's EFT processes and systems. 13.8 A ten (10) day grace period for payments pulled from automated clearing house (ACH) process is required to avoid penalty or negative hit on rebate. 13.9 U.S. Bank will provide payment processing information. Handling of Payments When payments are received bythe U.S. Bank Payments Department in St. Louis, assuming proper remittance is provided by the Purchasing Entity, the payment will be posted the same day it is received. The posting of the payment is recorded on the Cardholder or Managing Account statement. Best practice is to provide an electronic payment method option to maximize efficiency, rebate and to prevent misapplied or missing payments. U.S. Bank's preferred method of payment is ACH or EFT. If a Purchasing Entity prefers to send a paper warrant or check, the best practice is to provide these with the bank issued payment coupon attached to the Managing Account. U.S. Bank will have process/system in place which opens the mail, separates the payment coupon from the corresponding check and then puts everything through a MICR machine so they can process the payments systematically. These check payment scenarios are: ■ One U.S. Bank payment coupon / One Check (Best Practice) ■ One U.S. Bank payment coupon / Multiple Checks (Best Practice) ■ Multiple U.S. Bank payment coupons / One Check (Best Practice) ■ Check List of Managing Accounts / One Check (Accepted, but not Recommended) ® One Check / Check Stub or "Skirt" (Accepted, but not Recommended) ■ One Check / Managing Account Number written on the face of the check (Accepted, but not Recommended) All of these payment options will be accepted, but the best practice methods are preferred. U.S. Bank will also accept Wire payments. Additionally, U.S. Bank offer AutoPay (daily or monthly) and TelePay options. Value Add Enhancement U.S. Bank considers our NASPO ValuePoint participants to be a strategic partner and highly valued program. The handling of payments and delinquency management is a critical component of our program's success. We recognize that the use of cards for some agencies is a crucial part of their business operations (such as CALFire) and as such, we have demonstrated the utmost flexibility MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 121 (Rev. 2020-03-11) with regard to payments processing for over two decades, even to the extent of leaving accounts open that are 150 days past due and approaching charge off. We have advocated for States and Purchasing Entities with our Risk Managers, Senior Leaders, Chief Credit Officer and CEO, to ensure no program disruption during critical moments in an agency's day today operations. Under this contract we have demonstrated our willingness to leave cards open far beyond our rights to suspend, to accommodate state-wide reconciliation and processing delays caused by the agency's internal systems and operations. 14. LIABILITY 14.1 Purchasing Entities shall have no liability for lost or stolen cards upon notification to U.S. Bank or fraudulent use of any card products. 14.2 A Purchasing Entity shall only be permitted to request the issuance of Commercial Cards in the name of the following parties: (i) in the name of a Purchasing Entity; (ii) in the name of any Purchasing Entity employee, (iii) in the name of any individual that is acting directly or indirectly as an independent contractor of a Purchasing Entity; (iv) in the name of any other individual provided on a temporary basis and so long as such individual has a bona fide connection to a Purchasing Entity (i.e. a temporary card issued to an employee candidate); (v) in any other manner specifically authorized by U.S. Bank. A Participating State shall not request the issuance of Commercial Cards for any Purchasing Entity (or employees of such Purchasing Entity) that is not the Participating State itself or a State Agency of Participating State. U.S. Bank may refuse to issue a Commercial Card to any party that cannot satisfy U.S. Bank s regulatory requirements referenced in the Master Agreement or any applicable Participating Addendum. 14.3 Any Purchasing Entity shall immediately notify U.S. Bank, in writing, of, in addition to any instances set forth in the Master Agreement, any termination of employment or contractor status of any Cardholder or, for a Participating State, removal of a State Agency from the Commercial Card program. Any Purchasing Entity shall take all necessary action through the available on-line tools under the Commercial Card program to terminate the Commercial Card of any party that would not qualify for the issuance of a Commercial Card as set forth in Section 14.2. The Purchasing Entity is liable for Obligations on Commercial Cards, without regard to the type of liability, if it fails to timely take the actions set forth in the prior sentence. 14.4 Upon cancellation of a Commercial Card, or termination of the Master Agreement or applicable Participating Addendum, the applicable Purchasing Entity shall cancel the billing of all reoccurring transactions to a Commercial Card. U.S. Bank is not liable for any reoccurring transactions a Purchasing Entity has failed to cancel. 14.5 U.S. Bank is not liable for Charges declined or approved, as a result of inaccurate merchant category codes used by a merchant. 15. FRAUD PROTECTION 15.1 U.S. Bank will report fraud transactions, and the resulting credit issuance(s) to the Cardholder and the Purchasing Entity Program Administrator through real time notifications. 15.2 U.S. Bank or system will be capable of providing a daily (at a minimum) fraud and declined transaction report as requested by the Purchasing Entity. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 122 (Rev. 2020-03-11) 15.3 U.S. Bank will provide external fraud protection coverage for the following types of occurrences including, but not limited to: ■ lost/stolen cards ■ counterfeit cards ■ skimmed cards ■ unauthorized internet transactions ■ fraud patterns ■ account takeovers Cardholders are automatically covered by complete fraud protection at no cost. Neither the Participating States and Purchasing Entities, nor their Cardholders, will be held liable for fraudulent charges that are promptly reported to U.S. Bank. Items protected under this coverage include but are not limited to: ■ Lost/Stolen Cards ■ Counterfeit Cards ■ Skimmed Cards ■ Unauthorized Internet Transactions ■ Fraud Patters ■ Account Takeovers Visa Liability Waiver Protection All U.S. Bank liability options qualify for the Visa Liability Waiver Program, which protects against losses associated with terminated employees (maximum coverage is $100,000 per employee). Coverage is effective 75 days prior to notification of termination and 14 days after notification. There is no cost for this coverage. 15.4 U.S. Bank will provide program screening activity for external fraud patterns and the process for communicating potential external fraud with Cardholders and Program Administrators. U.S. Bank will offer a full range of fraud prevention and investigative services as part of our standard offering to clients. The core service is driven by a team of dedicated fraud professionals focused on superior service and results for clients. The complete fraud life -cycle support includes: Account Screening and Communication ■ Trained fraud professionals available 24/7/365 ■ Combination of real-time and near real-time fraud rule engines ■ Authorization scoring with industry -leading risk models designed to profile Cardholder behavior and compare it against known fraud patterns ■ Outbound telephone calls to Cardholders and program offices to verify activity ■ Optional fraud alerts via text message and email — An SMS alert is sent to the registered Cardholder's mobile phone number. Alternatively, the Cardholder can opt to receive email alerts — Upon receipt of the message, the Cardholder is prompted to respond "VALID" ifthe transaction is valid or "FRAUD" if the transaction is fraudulent — A "VALID" response clears the Fraud status from the account. A "FRAUD" response triggers a follow-up message informing the Cardholder that a U.S. Bank fraud agent will call to initiate our standard fraud process ® 3D Secure authentication for card not present (online) charge activity Development of Detection Strategies ■ Sophisticated data modeling techniques used to detect fraud trends MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 123 ( Rev. 2020-03-11) ■ Standard industry practices including card activation programs requiring cards to be activated before first use and Card Verification Value (CVV) embedded in card magnetic strips along with chip enabled cards to prevent counterfeit risk Identity Theft Mitigation ■ Our Threat and Vulnerability team monitors the internet for rogue websites impersonating our sites and closes them down ■ Compromised user ID alerts ■ Immediate response to breaches through our Cardholder privacy office Customized Fraud Risk Controls ■ Account opening and maintenance policies ■ Appropriate credit limit assignments ■ Merchant restrictions Intelligence Gathering ■ Participation in industry roundtables provides current information on fraud trends and allows for proactive steps toward fraud mitigation ■ Quarterly reviews conducted with Visa on fraud trends, performance and innovative fraud products Complete Investigative Services ■ Coordination with local, state and Federal law enforcement agencies ■ Industry leading recovery rates minimize cost of programs to our clients ■ Assistance on internal fraud cases by providing copies of charge receipts, transaction detail and copies of applications to law enforcement agencies, if required Value Add Enhancement Fraud Tools U.S. Bank will continually work to enhance fraud detection capability and the overall customer experience, with three of U.S. Bank's largest recent fraud initiatives highlighted below: ■ Visa Travel Notification Service—U.S. Bank was one of the first providers to market with Visa Travel Notification Service (formerly known as Visa TravelTag). When a Cardholder books their business trip on a U.S. Bank Corporate Travel Card, the itinerary data (dates of travel, destination, etc.) creates a travel tag on the Cardholder's account. When the card is used at a merchant, U.S. Bank will check the Cardholder's travel tag in real-time to confirm that the authorization information matches the travel dates and destination. This process provides enhanced data to be used with fraud detection rules and provides Cardholders with a better experience. ■ Visa Consumer Authentication Service (VCAS)—Industry trends continue to show increases in fraud related to Card Not Present (CNP) transactions. As a result, U.S. Bank rolled out Visa's VCAS product (often known as 3D Secure) to offer an increased layer of fraud detection for online transactions. Communication When fraud is suspected and the account is queued for review, U.S. Bank's team will attempt to call the Cardholder via the phone numbers listed on the account to confirm the validity of the transaction(s) and a temporary block status may be applied to the account to prohibit further charging activity. Another contact option would be text or email alerts, should the Cardholder choose to enroll. Once contact is made and validity confirmed, the block is removed. If the Cardholder has not contacted U.S. Bank before the end of the business day, the account will appear on a report that the Account Coordinators will receive the following day. They will send MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 124 (Rev. 2020-03-11) an email to the Program Ad min istratorto advise that the account needs to have activity confirmed by the Cardholder. 15.5 When fraud is suspected and the account is queued for review, U.S. Bank's team will attempt to call the Cardholder via the phone numbers listed on the account to confirm the validity of the transaction(s) and a temporary block status may be applied to the account to prohibit further charging activity. Another contact option would be text or email alerts, should the Cardholder choose to enroll. Once contact is made and validity confirmed, the block is removed. If the Cardholder has not contacted U.S. Bank before the end of the business day, the account will appear on a report that the Account Coordinators will receive the following day. They will send an email to the Program Administratorto advise that the account needs to have activity confirmed by the Cardholder. Fraud Alerts The fraud alert process builds upon U.S. Bank's current fraud process. When suspicious activity is detected, the card in question is placed in Fraud status, automatically declining subsequent activity. An Email or SMS alert is sent to the Cardholder all in real-time. When using the SMS alert option, upon receipt of the message, the Cardholder is prompted to respond "VALID" if the transaction is valid or "FRAUD" if the transaction is fraudulent. A "VALID" response clears the Fraud status from the account and the Cardholder receives a follow-up message confirming that the Fraud status has been lifted. A "FRAUD" response triggers a follow-up message informing the Cardholderthat a U.S. Bankfraud agent will call to initiate standard fraud process, including cancelling the compromised card and issuing a replacement. Alternatively, the Cardholder will be provided the option to call fraud agents immediately. If U.S. Bank does not receive a response to the SMS fraud alert message, fraud analysts will handle the suspicious activity per existing process (attempt to contact the Cardholder, notification to the Program Administrator through their Account Coordinator, etc.). Email Alerts U.S. Bank's email alert process is similar to SMS alerts, but an additional layer of detailed information regarding the alert and who to contact. As an alternative to the simplified, two-way communication of SMS alerts, when suspicious activity is detected and an Email alert is sent, the email will include the following information: ■ Account identified The transaction amount in question The date the transaction occurred Contact information for our Fraud Specialists to discuss the potentially fraudulent activity Upon receiving an email alert, the Cardholder would contact the Fraud Specialists at the number provided in the email to discuss the transaction in question. Compromised Cards (Such as Compromised Merchant Site) With the current tools and functionality, along with the expansion of EMV cards, the need to perform proactive card reissues due to merchant compromise events has decreased significantly. In most instances, U.S. Bank is able to address any fraud attempts tied to these compromises with the tools U.S. Bank have, declining those attempts and eliminating the need to reissue the card. When a compromise has occurred with a merchant that impacts U.S. Bank accounts, fraud MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 125 (Rev. 2020-03-11) professionals determine which accounts are impacted and if a proactive reissue is necessary. If a proactive reissue is deemed necessary, the fraud department will subsequently alert all internally impacted teams of the plan to perform a reissue. New accounts will be issued and the compromised account will remain open until the Cardholder receives and activates their new account, or until the timeframe of 20 calendar days is reached. At this time, the old card will automatically be closed. Cardholders will receive an insert with the new card outlining the reason for the reissue and notification that they should activate their new account. 15.6 All U.S. Bank commercial cards are equipped with an EMV chip. U.S. Bank was first to market with this technology, issuing cards with EMV in 2014, allowing for chip and signature with PIN. Magnetic stripe technology continues to be included on all U.S. Bank issued cards to ensure global acceptance, whether merchants are enabled to accept EMV chip cards or not. 15.7 U.S. Bank or system will provide a way for Purchasing Entities to report fraudulent activity, lost, or stolen cards. Purchasing Entities also know it is important to be able to verify credentials of someone reporting such activity. U.S. Bank's toll -free Fraud Support line is available to Cardholders and Program Administrators 24/7/365. Cardholders and Program Administrators can call directly to report fraud or check the status of an existing fraud case. Purchasing Entities can also call the Customer Service number on the back of the card to be transferred to the Fraud Department. A fraud claim is initiated via phone, marking all fraudulent transactions so they can be reviewed by a fraud case processor. Please note, Participating States and Purchasing Entities are not liable for fraudulent transactions. A new account will be set up and a new card will be mailed. The case will be assigned to a fraud case processing specialist, who will work with the Cardholder where necessary to complete the fraud process. U.S. Bank will work within the guidelines established by Visa to maximize recovery opportunities and to provide timely resolution of the case. Once the process is complete, a final resolution letter will be sent to the Cardholder outlining the outcome of the case. Unauthorized transactions or fraud cases should be initiated by phone, ratherthan by mail orfax. The claim should not be initiated as a dispute through Access Online. ■ Client's filing time — Timeframe is per the client's contract. Most clients have 60 days — Case will be assigned out within 10 business days with provisional credit issued at that time — The signed affidavit/statement of fraud is due back in 14 days ■ Responding to chargeback — Visa timelines are at 30 days ■ U.S. Bank responds to merchant's response The client may be sent the merchant's rebuttal if an updated response is needed, the client is given 14 days to respond Visa timelines are at 30 days ■ Merchant rebuttal The merchant may respond again, this is different based on a fraud or dispute claim for Visa, but should be no longer than 30 days from U.S. Bank's rebuttal Caller Verification Process U.S. Bank Representative may ask the caller to confirm one of a number of personal information MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 126 (Rev.2020-03-11) questions, including the last four digits of their Social Security Number, which is actually a 4-digit code U.S. Bank assigned during activation of their account, as well as an address, ZIP code, phone number, employee id, single purchase limit, or the cycle limit listed on the account. The representative will always ask 3-5 verifying questions and those questions will not be the same every time they call. This verification protocol is to prevent account take-over fraud. U.S. Bank recently implemented a functionality that is able to recognize and block when a call comes from a recognized bad ANI (Automated Number Identifier) or originating phone number. As U.S. Bank recognizes bad or fraudulent ANI's, U.S. Bank will create an ANI blacklist that U.S. Bank can use to immediately take action on an account. This functionality will also assist preventing account take-over fraud Process for Reporting Fraud A step-by-step rundown of the fraud reporting process is presented below. ■ Contact Cardmember Services —The current card will be canceled for the Cardholder's protection and they will receive a new card with a new number. ■ Service Advisor will transfer Cardholder to Fraud Department —A U.S. Bank representative will review the current activity on the account with the Cardholder. Fraud Representative initiates the case —This includes marking the authorizations and/or transactions posted to the account believed to be fraudulent transactions. Statement of Fraud (SOF) generated —Based on the posted fraud transactions and mailed out within three weeks of the call. - If a case is started on authorization activity and the transactions never post, a SOF letter will not be created and the case will be closed. - If fraud charges post to the new number, a credit is applied to the new account. - The SOF will be completed and returned to the Fraud Department by the due date on the letter. SOF is received —An investigation will be conducted to determine who is responsible for thefraud. - If it is discovered that the Cardholder participated or benefited from the charges, the account will be re -billed and the claim denied. - If the claim is resolved in the Cardholder's favor the credit will remain on the account permanently. ■ Final Resolution Letter —Sent at the end of the claim. Lost or Stolen As soon as the Cardholder is aware of the stolen or missing card, U.S. Bank will ask that the Cardholder call the Customer Service Center domestically or the Visa Assistance Center internationally to report a card lost or stolen and request emergency replacement. There are no replacement fees for standard delivery of the card replacement and neither Participating States and Purchasing Entities, nor their Cardholders are responsible for fraudulent charges made to the promptly reported lost or stolen card. 15.8 U.S. Bank or system will provide a way for Purchasing Entities to track reported fraud transactions to completion (closure). U.S. Bank will provide an option for Purchasing Entities to track reported fraud transactions to completion. Once a fraud claim is reported to U.S. Bank, a Fraud Representative will initiate a case, including marking the authorizations and/or transactions posted to the account believed to be fraudulent transactions. A Statement of Fraud (SOF) is then generated and mailed out within MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 127 (Rev. 2020-03-11) three weeks of the initial call. Once the SOF is filled out, sent back and received by U.S. Bank, an investigation will be conducted to determine who is responsible for the fraud. Purchasing Entities are able to monitor the progress of a fraud claim at any time throughout the investigation by contacting the Fraud Center. When a final resolution is determined, a letter will be sent explaining the results. Access Online Fraud Reports The following schedule fraud reports may be used by Program Administrators to monitor activity and track reported fraud transactions to completion (closure). The reports can be scheduled to go to the Program administrator's Access Online Data Exchange mailbox. U.S. Bank recommends monthly distribution of both reports. ■ Fraud Summary Report —Includes all authorizations and transactions identified as fraudulent during the timeframe requested and breaks out top fraud Merchant Category Codes (MCCs) by count and dollar amount, making it easy to identify MCC blocking opportunities. ■ Statement of Fraud Report —Summarizes all fraud cases that were opened in the previous 90 days and notes when the document was sent and if/when it was received back by U.S. Bank. The data in the report is helpful with identifying Cardholders with active fraud cases who have or have not returned their Statement of Fraud form to U.S. Bank. 15.9 U.S. Bank or system will be able to resolve mass att (i.e. fraudulent low value charges on multiple cards at once) without requiring action from the Purchasing Entities. U.S. Bank will monitor accounts and assess the risks involved with each case. When mass attacks occur, they are often conducted at the same merchant, making them easy to identify. To address these attempts, a daily review is conducted specifically searching for these types of attempts and merchants where they occur. Once identified, the merchant where the attempts occurred is added into U.S. Bank's real-time fraud strategies, declining any future attempts immediately, stopping the approval and deterring the fraudster. Since the attempts are declined in real-time, there is no need for the Cardholder or Purchasing Entity to notify the bank or reissue the account so long as no attempts are approved. The use of these fraud strategies assists in preventing fraud attempts from getting approved, removing the need for a Cardholder to open a fraud case. In turn, this avoids the inconvenience of having a replacement card sent and shutting down the current card during the regular 7-10 mailing days. The process is far less disruptive to the Cardholder than the normal process of reporting an instance of fraud. 16. DISPUTED TRANSACTIONS 16.1 U.S. Bank will provide a resolution procedure for dealing with disputed transactions resulting from unauthorized charges, errors in cardholder billings, or problems with charges for merchandise or services that are not resolved between the Cardholder and Merchant. As a best practice in the event of a dispute, U.S. Bank will encourage clients to contact the merchant first. Most of the time, disputed charges can be resolved this way, without having to undergo the full dispute process. However, when a full transaction dispute is necessary, U.S. Bank make the process simple. U.S. Bank will handle the process from initiation to resolution and there is little to no paperwork required. Using Access Online, Cardholders will notify U.S. Bank by simply going online (via web or mobile app) to initiate disputes. MASTER CONTRACT No. 00719 COMMERCIAL CARD SERVICES 128 (Rev. 2020-03-11) Initial Notification and Tracking In addition to notifying the bank via online or mobile app, the dispute can be tracked in Access Online where all dispute data is updated daily. Through Access Online, users can: ■ View all disputed transactions electronically ■ View the current status of a dispute ■ Cancel a disputed transaction ■ Determine if a transaction has been disputed electronically Cardholder Dispute Step -by -Step Process In the event of a dispute, Cardholders will follow the process below: ■ Cardholder notifies U.S. Bank by calling customer service or submitting a dispute via Access Online. ■ U.S. Bank will assign a dispute file and begin an investigation. ■ Cardholder is able to track the dispute through Access Online. ■ Upon a decision, U.S. Bank will send the Cardholder a letter via mail notifying them of the resolution. ■ If prompted, Cardholder would follow the instructions from the letter on further steps needed in the process. Cardholder Notification In addition to having the ability to track progress of the dispute through Access Online, the Cardholder will receive a letter in the mail notifying them of the dispute resolution, as well as whether they are responsible for payment of the charge or not. This letter will also have any additional instructions regarding further steps needed. Dispute Billing/Invoice Adjustments Once a transaction is in dispute, it is removed from the total amount due that appears on the card statement. Disputed amounts are not subject to finance charges, regardless of the final resolution decision. These disputed amounts are displayed on the account summary of the Managing Account and/or Cardholder statement to aid invoice adjustment for billing offices. When a credit is received it will be reflected within this summary as well. Provisions for Prompt Investigation of Disputed Items Dispute Reporting In Access Online, disputed transactions are marked with a "D" to easily identify transactions that are currently in the dispute process. To assist Cardholders, Approvers, Program Administrators and Billing Contacts with effective Program Management, several reports can be run on disputed transactions: ■ Transaction Detail —Shows summary allocation information for a specific accounting code and provides specific transaction detail. The Transaction Detail report provides the followingfields: — Disputed —Shows whether the transaction has ever been disputed (Y/N) — Dispute Status —Shows whether the dispute has been resolved and in whose favor — Dispute Status Date —Lists the date of the dispute resolution ■ Full Transaction and Order Detail —Fully details expenditures, including transaction, line item, order, account allocation and tax estimation information ■ Bill Transaction Analysis with Order Detail —Offers detailed and summary billed transaction information regarding the results of order and transaction matching MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 129 (Rev. 2020-03-11) Disputed items are removed from the balance due and do not age while in a dispute status. If the dispute claim is resolved favorably, the charge is completely removed from the account; if it is resolved unfavorably, the charge is then reflected back into the balance due. Dispute Reasons/Components To assist in providing detail on what constitutes a reason one may dispute a transaction, or a component of what constitutes disputing a transaction, U.S. Bank will have provided a list of common categories of dispute reasons. ■ Merchandise Returned —"...I have not received credit for the returned merchandise." ■ Merchandise Not Received —"...I have not received the merchandise." ■ Services Not Received —"...I have not received the services." ■ Credit Not Received —"...I have not received credit toward my account." ■ Cash Not Received — ..... 1 did not receive cash from the ATM." ■ Alteration of Amount —"...the receipt does not match the amount posted." ■ Inadequate Description —"...the description does not give enough information." ■ Not As Described —"...the merchandise I received does not match the description from the merchant." ® Quality of Service —"...the service I received does not match the description from the merchant." ■ Duplicate Processing —"...it has been charged for this transaction more than once." ■ Paid by Other Means —"...I had paid by other means such as a cash orcheck." ■ Credit Posted as a Purchase —"...it should have been a credit to my account." ■ Cancelled - Merchandise Returned —"...I had cancelled the purchase. The merchandise has been returned." ■ Cancelled - Recurring Transaction —"...I had cancelled the purchase. This is a recurring transaction." ■ Cancelled —"...I had cancelled the purchase." ■ Transaction Posted to Closed Account - Recurring Transaction —"...this account has been closed. This is a recurring transaction such as a monthly service." ■ Transaction Posted to Closed Account —"...this account has been closed." ■ Defective - Shipped/Returned—"...the shipped merchandise received was defective. Merchandise has been returned." ■ Defective —Shipped—"...the shipped merchandise I received was defective." ■ Defective —"...the merchandise I received was defective." ■ Other —"...none of the above reasons fit my need to dispute this transaction." 17. RESERVED —Card Acceptance MASTER CONTRACT NO. 00719 COMMERCIAL CARD SERVICES 130 ( Rev. 2020-03-11) ITEM NO. SA-1 STAFF REPORT TO: Honorable Chair and Board Members of the Successor Agency "UgoF` ���to the Dissolved Community Development ment Commission of The T`HE: �: ssoommun City of Baldwin Park • °5M�dA6RIEL, VALLEY ", m FROM: Rose Tam, Director of Finance DATE: October 19, 2022 SUBJECT: Successor Agency To The Dissolved Community Development Commission of The City of Baldwin Park Warrants and Demands SUMMARY Attached is the Warrants and Demands Register for the Successor Agency to the Dissolved Community Development Commission of the City of Baldwin Park to be ratified by the City Council. RECOMMENDATION Staff recommends that the Board ratify the attached Warrants and Demands Register. FISCAL IMPACT The total of the attached Warrants Register for Successor Agency of the City of Baldwin Park was $20,905.84. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous meeting and the following is a summary of the payment released: 1. The August 5 to October 5, 2022, Successor Agency Warrant with check number 13589 through check number 13592 in total amount of $23,431.36 was made on behalf of Successor Agency of the City of Baldwin Park constituting of claim and demand against the Successor Agency of the City of Baldwin Park, are herewith presented to the City Council as required by law, and hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Check Register Payment Number 13589 13590 13591 13592 Check Register City of Baldwin Park, CA By (None) Payment Dates 8/5/2022 - 10/5/2022 Payment pate Vendor Name Description (item) Account Number Amount 08/15/2022 SAN GABREIL VALLEY REGION PARTICIPATION IN THE SGVRH 890-40-470-51101-14480 20,280.90 09/01/2022 JWA URBAN CONSULTANTS IN AS -NEEDED PROFESSIONAL SE 890-40-440-51101-14405 624.94 09/29/2022 HDL, COREN & CONE CONTRACT SERVICES PROPER 838-00-000-51100-14900 892.02 09/29/2022 JWA URBAN CONSULTANTS IN AS -NEEDED PROFESSIONAL SE 890-40-440-51101-14405 1,633.50 Grand Total: 23,431.36 10/5/2022 4:18:18 PM Page 1 of 2 Check Registe°r Fund Summary Fund 838 - BP MERGED 2017 REFINANCE 890 -- LOW -MOP INCOME ROUSING Grand Total: Account Summary Account Number Account Nance 838-00-000-51100-14900 CONSULTANT SERVICES 890-40-440-51101-14405 PROFESSIONAL SERVICE 890-40-470-51101-14490 PROFESSIONAL SERVICE Grand Total• Project Account Summary Project Account Key **None** Grand Total: Payment Dates: 8/5/2022 - 10/5/2022 Report Summary Payment Amount 892,02 22,539.34 23,431,36 Payment Amount 892.02 2,258.44 20,280.90 23,431.36 Payment Amount 23,431.36 23,431.36 10/5/2022 4:18:18 PM Page 2 of 2 ITEM NO. SA-2 STAFF REPORT TO: Honorable Chair and Board Members of the Successor Agency HU�OF "THE 0- to the Dissolved Community Development Commission of the SAN,,,qPRI �,EL, V I AL LE 11 Y City of Baldwin Park JAT4'J FROM: Rose Tam, Director of Finance DATE: October 19, 2022 SUBJECT: Treasurer's Report — August 2022 SUMMARY Attached is the Treasurer's Report for the month of August 2022. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for August 2022. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 813112022 ESTIMATED INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund JLAIF) City -Including Genera) Fund & all other Special Revenue Funds 1.276% Varies Varies $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890,22 Housing Authority 1.276% Varies Varies 14,160,89 14,160.89 14,160.89 14,160.89 29,975,051A1 29,976,051.11 29,976,051.11 29,976,051,11 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds jTrustiDebt Service Fund) Varies Varies Varies 6,730,769,38 6,730,769.38 6,730,769.38 6,730,759.38 Fiscal Agent Funds -Successor Agency iTrust]Debt Service Fund) Varies Varies Varies 868,196.62 868,196.62 868,196.62 868,196,62 7,598,956.00 7,598,956.00 7,698,966,00 7,598,956.00 37,574,007.11 $ 37,674,007.11 37,574,007.11 $ 37,674,007.11 Total Investments $ 37,574,007.11 Cash with Bank of the West City Checking {Generals 28,265,612.23 Money Market Plus 42,83&43 City Miscellaneous Cash (WIG, F11R) 827,337.96 Successor Agency 570,346.65 Housing Authority 879,604,60 Total Cash with Bank of the West 30,675,636.77 Investment Brokerage Capital Reserves (DNdend Option Cash) 258,181.61 Total Cash and Investments $ 68,407,825.49 In accordance with AB X126,the Community Development Commission Is dissolved effective January 31, 201Z The successor agency name is "The City of Baldwin Parkas Successor Agency to the Community Development Commission of the City of Baldwin Park". There was no investment maturity/purchase transactions made for the month of August 2022 and several depositstwithdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 536416 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: "R /01�11 117 lzosrt'am, Director of Finance BALDWIN PARK FINANCE AUTHORITY REGULAR MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 October 19, 2022 Audio Streaming will be available at: https.11www.Voutube.comlchannellUCFLZO dDFRjy59rhiDZl3Fg/featured?view as=subscriber httpa/baldwinpark.granicus.comlViewPublisher.php?view id=10 Audio Streaming Simultaneously in Spanish will be available at: hit s://www.youtube.coin/channel/UC3bPFBIHcoPlkslXgetmGcA Emmanuel J. Estrada Daniel Damian Alejandra Avila Monica Garcia Paul C. Hernandez PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. In accordance with Chapter 39 of the Baldwin Park Municipal Code, Speakers must address the Council as a whole and refrain from making impertinent, slanderous, or profane remarks or disrupt the peace of the meeting. Chair Vice Chair Board Member Board Member Board Member COMENTARIOS DEL PUBLICO Se invita al publico a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que este bajo su jurisdiccion. De acuerdo con el capitulo 39 del Codigo Municipal de la Ciudad de Baldwin Park, los comentaros deben se dirigidos al Concilio como una sola entidad, y no ser impertinentes, difamatorios, o profanos, o interrumpir la paz de la reunion. CALL TO ORDER ROLL CALL FINANCE AUTHORITY REGULAR MEETING — 7:00 PM Board Members: Alejandra Avila, Monica Garcia, Paul C. Hernandez, Vice Chair Daniel Damian, and Chair Emmanuel J. Estrada PUBLIC COMMUNICATIONS THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate andlor schedule matters for consideration at a future meeting. (Government Code §54954.21 ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en algOn asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas porpersonas; o 2) Dirigir personal a investigar ylo fijar asuntos para tomaren consideraci6n en juntas proximal. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on October 19, 2022 to cornmentsL&baldwinpar•k.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR 1. Treasurer's Report — August 2022 Staff recommends that the Board receive and file the Treasurer's Report for August 2022. ADJOURNMENT CERTIFICATION I, Marlen Garcia, Secretary of the Finance Authority hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 13t" day of October, 2022. Marlen Gard , City Clerk PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2 Id Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at Imora�dwinpark. com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34.102.104 ADA TITLE II) ITEM NO. 1 TO: Honorable Chair and Board Members of the Financing HUROF TH Authority '"t'g'E` FROM: Rose Tam, Director of Finance JIANL)w DATE: October 19, 2022 SUBJECT: Treasurer's Report — August 2022 SUMMARY Attached is the Treasurer's Report for the month of August 2022. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for August 2022. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. LEGAL REVIEW Not Applicable ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 813112022 ESTIMATED INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund JLAIF) City -Including Genera) Fund & all other Special Revenue Funds 1.276% Varies Varies $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890,22 Housing Authority 1.276% Varies Varies 14,160,89 14,160.89 14,160.89 14,160.89 29,975,051A1 29,976,051.11 29,976,051.11 29,976,051,11 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds jTrustiDebt Service Fund) Varies Varies Varies 6,730,769,38 6,730,769.38 6,730,769.38 6,730,759.38 Fiscal Agent Funds -Successor Agency iTrust]Debt Service Fund) Varies Varies Varies 868,196.62 868,196.62 868,196.62 868,196,62 7,598,956.00 7,598,956.00 7,698,966,00 7,598,956.00 37,574,007.11 $ 37,674,007.11 37,574,007.11 $ 37,674,007.11 Total Investments $ 37,574,007.11 Cash with Bank of the West City Checking {Generals 28,265,612.23 Money Market Plus 42,83&43 City Miscellaneous Cash (WIG, F11R) 827,337.96 Successor Agency 570,346.65 Housing Authority 879,604,60 Total Cash with Bank of the West 30,675,636.77 Investment Brokerage Capital Reserves (DNdend Option Cash) 258,181.61 Total Cash and Investments $ 68,407,825.49 In accordance with AB X126,the Community Development Commission Is dissolved effective January 31, 201Z The successor agency name is "The City of Baldwin Parkas Successor Agency to the Community Development Commission of the City of Baldwin Park". There was no investment maturity/purchase transactions made for the month of August 2022 and several depositstwithdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 536416 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: "R /01�11 117 lzosrt'am, Director of Finance BALDWIN PARK HOUSING AUTHORITY REGULAR MEETING COUNCIL CHAMBER - 14403 E. Pacific Avenue, Baldwin Park, 91706 October 19, 2022 Audio Streaming will be available at: https://www.youtube.com/channeVUCFLZO dQFRiE59rhiQZ13Eg&eqtured?view qs=subscriber http://boldwinpark.pranicus.com/ViewPublisher.php?view id=10 Audio Streaming Simultaneously in Spanish will be available at. https.-Ilwww.voutube.com/channe//UC3bPFBIHcoPIk,v]X qetmGcA S 141EL A L J Emmanuel J. Estrada Daniel Damian Alejandra Avila Monica Garcia Paul C. Hernandez Chair Vice Chair Board Member Board Member Board Member PUBLIC COMMENTS COMENTARIOS DEL PUBLICO The public is encouraged to address the Se invita al p6blico a dingirse al Concitio o City Council or any of its Agencies listed cualquiera otra de sus Agencias nombradas en on this agenda on any matter posted on esta agenda, para hablar sobre cualquier asunto the agenda or on any other matter within publicado en la agenda o cualquier tema que its jurisdiction. In accordance with est6 bajo su jurisdicci6n. De acuerdo con el Chapter 39 of the Baldwin Park Municipal capitulo 39 del C6digo Municipal de la Ciudad Code, Speakers must address the de Baldwin Park, los comentaros deben se Council as a whole and refrain from dirigidos al Concilio como una sola entidad, y no making impertinent, slanderous, or ser impertinentes, difamatorios, o profanos, o profane remarks or disrupt the peace of interrumpir la paz de la reunion. the meeting. CALL TO ORDER ROLL CALL HOUSING AUTHORITY REGULAR MEETING — 7:00 PM Board Members: Alejandra Avila, Monica Garcia, Paul C. Hernandez, Vice Chair Daniel Damian, and Chair Emmanuel J. Estrada PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and/or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQU►ERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en algun asunto a menos que sea incluido en la agenda, o a menos que exista alguna emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximas. [Codigo de Gobierno §54954.2] If you wish to comment on agenda items, please email your name, City of residence, item number and a phone number where you will be available between the hours of 7:00 PM to 8:00 PM on October 19, 2022 to comments(a�baldwinpark.com. You will be contacted by a staff member and will be granted 3 (three) minutes to speak live during the meeting. If you are a non-English Speaker and require translation services in another language other than Spanish, please indicate your request in your communication up to 48 hours prior to the meeting. If large numbers of persons wishing to speak are gathered (a reduction of the speaking time allotted for each speaker may be announced). A one hour limit may be placed on the time for public communications so that City business can be conducted, after which time, communications can resume. CONSENT CALENDAR 1. Baldwin Park Housing Authority's Warrants and Demands Staff recommends that the Board ratify the attached Warrants and Demands Register. 2. Treasurer's Report — August 2022 Staff recommends that the Board receive and file the Treasurer's Report for August 2022. ADJOURNMENT CERTIFICATION I, Marlen Garcia, Secretary of the Housing Authority hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 72 hours prior to the meeting. Dated this 13t" day of October, 2022. fth*.' AZ Marlen Garcia, City Clerk PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this agenda are available for public viewing and inspection at City Hall, 2nd Floor Lobby Area or at the Los Angeles County Public Library in the City of Baldwin Park. For further information regarding agenda items, please contact the office of the City Clerk at (626) 960-4011 ext. 466 or via e-mail at lmorales@baldwinl)ark.com. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the Public Works Department or Risk Management at (626) 960-4011. Notification 48 hours prior to the meeting will enable staff to make reasonable arrangements to ensure accessibility to this meeting. (28 CFR 34,102.104 ADA TITLE II) sniBie�,' ` FROM: v�x�.i��r �� " mb :. DATE: SUBJECT: SUMMARY Honorable Chair and Board Members of the Housing Authority Rose Tam, Director of Finance October 19, 2022 Baldwin Park Housing Authority's Warrants and Demands Attached are the Warrants and Demands Registers for the City of Baldwin Park Housing Authority to be ratified by the Board. RECOMMENDATION Staff recommends that the Board ratify the attached Warrants and Demands Register. FISCAL IMPACT The total of the Warrants and Demands for Housing Authority was $ 550,541.99. BACKGROUND The attached Claims and Demands report format meets the required information as set out in the California Government Code. Staff has reviewed the requests for expenditures for the appropriate budgetary approval and for the authorization from the department head or its designee. Pursuant to Section 37208 of the California Government Code, the Chief Executive Officer or his/her designee does hereby certify to the accuracy of the demands hereinafter referred. Payments released since the previous meeting and the following is a summary of the payment released: 1. The September 8 to October 5,2022 Warant check numbers 72629 through 72641 in the amount of $10,789.85 and Automated Clearing House (ACH) In the amount of $539,752.14 were made on behalf of City of Baldwin Park Housing Authority constituting of claims and demands, are herewith presented to the Board as required by law, and hereby ratified. LEGAL REVIEW Not Applicable ATTACHMENT 1. Happy Check Register 2. Happy Check Register ACH Check Register Report 10i5l2022 Date Range: 09/08/2022 ... 10/05/2022 Grouped by: Program and Increment VMS Date Range: Program: 1-Housing Choice Voucher Sorted by: Check Number Payment Type: Check Numbers: Direct Deposit: Exclude Direct Deposit Check Cleared: All Port Status: Include Port Ins Zero HAPs: Include Zero HAPs Voided Payments: Omit Voided Payments Held Checks: Exclude Held Checks Housing Choice Voucher Check Number Check Date VMS Date Payee _ me DD Amount ❑ 72629 09/13/2022 07/07/2022 Kimmie Mu Matsunaga and David Mu ❑ $3413.00 ❑ 72630 10/01/2022 10/01/2022 Bertha Cedillo ❑ $128.00 ❑ 72631 10/01/2022 10/01/2022 Vanessa G Ross ❑ $58,Q0 ❑ 72632 10/01/2022 09/01/2022 Phung Le Do ❑ $102.00 ❑ 72633 10/01/2022 10/01/2022 Guadalupe M Murillo ❑ $64,00 ❑ 72634 10/01/2022 10/01/2022 Rebecca Galindo ❑ $31.00 ❑ 72635 10/01/2022 08/1112022 City of Pomona Housing Authority ❑ $3016.52 ❑ 72636 10/01/2022 10/01/2022 Serena L Sabatino ❑ $30.00 ❑ 72637 10/01/2022 10/01/2022 Mindy Sophia Aguirre ❑ $33.00 ❑ 72638 10101/2022 10/01/2022 Camille M Lovesmith ❑ $4.00 ❑ 72639 10/01/2022 10/01/2022 Eternal Link LLC ❑ $1780.00 ❑ 72640 10/01/2022 10/01/2022 Kimmie Mu Matsunaga and David Mu ❑ $1216,00 ❑ 72641 10/01/2022 10/01/2022 City of Carlsbad ❑ $914.33 Housing Choice Voucher Total $10,789.85 Average $539.49 Unit Count 7 Average Weighted by Unit Count $1,192.29 Hard to House Count Copyright 0 2011-2022, HAPPY Software, Inc, Check Register Report YR 10/05/2022 Page 1 Check Register Report 1015/2022 Date Range: 09/0812022... 10/05/2022 Grouped by: Program and Increment VMS Date Range: Program: 1-Housing Choice Voucher Sorted by: Check Number Payment Type: Check Numbers: Direct Deposit: Include Direct Deposit Check Cleared: All Port Status: Include Port Ins Zero HAPs: Include Zero HAPs Voided Payments: Omit Voided Payments Held Checks: Exclude Held Checks Housing Choice Voucher VCheck Number Check Date VMS Date Payee Name DID Amount ❑ 29209 09/13/2022 07/01/2022 Quoc T. Vo ® $1443.00 ❑ 29210 09113/2022 09/0112022 Alta Vista Villas, LP c/o Yale ® $72.00 ❑ 29211 09/13/2022 06/01/2022 Steven Eraj Espantman and Marta ® $4856.00 ❑ 29212 09/13/2022 09/01/2022 Allan M. & Virginia J Chipp and Ralph ® $2470.00 17129213 10/01/2022 10/01/2022 Y & H Investment, Inc. ® $1498.00 ❑ 29214 10/01/2022 10/01/2022 Eunice Property, LLC ® $1242.00 ❑29215 10/01/2022 10/01/2022 Wilson Apartment Associates L.P. ® $754.00 ❑ 29216 10/01/2022 10101/2022 Monet Huong Nguyen ® $2467.00 ❑ 29217 10/01/2022 10/01/2022 ASCENSION HOLDINGS LLC ® $1244.00 ❑ 29218 10/01/2022 10/01/2022 Tom Cinquegrani ® $1233,00 ❑ 29219 10/01/2022 10/01/2022 Mark T. Fernandez ® $1033,00 ❑ 29220 10/01/2022 10/01/2022 Melody (Muoi) Dao ® $1426,00 ❑ 29221 10/01/2022 10/01/2022 John W. Ruwitch and Anh Lam Truong ® $1162.00 ❑ 29222 10/01/2022 10/0112022 SAE GROUP, LLC ® $1780,00 ❑ 29223 10/01/2022 10/0112022 Wei Zhen Su ® $1194,00 ❑ 29224 10/01/2022 10/01/2022 Mallorca Apartments, LTD ® $1519,00 ❑ 29225 10/01/2022 10/01/2022 Michael I. or Ling Brooks ® $917.00 ❑ 29226 10/01/2022 10/01/2022 Donna J Falls ® $811,00 ❑ 29227 10/01/2022 10/01/2022 Cipriano Salazar Jr. ® $1453.00 ❑ 29228 10/01/2022 10/01/2022 Dung Tran ® $572.00 ❑ 29229 10/01/2022 10/01/2022 Monrovia 612, LP ® $14702.00 ❑ 29230 10/01/2022 10/0112022 Leslie K Ng ® $779.00 ❑ 29231 10/01/2022 10/01/2022 Jun Hua Hu ® $2728.00 ❑ 29232 10/01/2022 10/01/2022 Quoc T. Vo ® $861.00 ❑ 29233 10/01/2022 10/01/2022 Orange County Housing Authority ® ' $1160.14 ❑ 29234 10/01/2022 10/01/2022 Lien Diep $1034.00 ❑ 29235 10/01/2022 10/01/2022 Rosa Lamas-Serratos ® $1723.00 ❑ 29236 10/01/2022 10/01/2022 Primrose Villa ® $6874,00 ❑ 29237 10/01/2022 10/01/2022 Vinh H. Lai ® $1138.00 ❑ 29238 10/01/2022 10/01/2022 Malcolm Oso ® $620.00 ❑ 29239 10/01/2022 10/01/2022 Dieu-Thuy Nu Ton ® $1647.00 [( 29240 10/01/2022 10/01/2022 Dajojo, LLC ® $697.00 Copyright 0 2011-2022, HAPPY Software, Inc. Check Register Report YR 10/05/2022 Page 1 ❑ 29241 10/01/2022 10/01/2022 Irma Diaz 0 $686.00 ❑ 29242 10/01/2022 10/01/2022 Don Norwood 0 $1373.00 ❑ 29243 10/01/2022 10/01/2022 Raymond J Ruelas ® $2104.00 ❑ 29244 10/01/2022 10/01/2022 Aaron Abdus Shakoor ® $1464,00 ❑ 29245 10/01/2022 10/01/2022 Ana Thai 0 $874.00 ❑ 29246 10101/2022 10/01/2022 S R I Prope riles No 15 LLC ® $1132.00 ❑ 29247 1O/01/2O22 10/01/2022 Larry Chow ® $3087,00 ❑ 29248 10/01/2022 10/01/2022 T & T Asset Holding, LLC ® $517.00 ❑29249 10/01/2O22 10/01/2022 Michael Alfred Alarcon ® $1334.00 ❑ 29250 10101/2022 08/01/2022 Mousa Boushaaya ® $4374.00 ❑ 29251 10/01/2022 10101/2022 Tuan Viet Ho ® $1834.00 ❑ 29252 10/01/2022 10/01/2022 Carl P Heinzen ® $1850,00 ❑ 29264 10/01/2022 10/61/2022 Jun Ye and Ming Feng ® $1760.00 ❑ 29255 10/01/2022 10/01/2022 4324 Walnut St LLC ® $912.00 ❑ 29256 10/01/2022 10/01/2022 El Monte Housing Partners LIP - The ® $10139.00 ❑ 29267 10/01/2022 10/01/2022 Joseph T. Tung ® $1099.00 ❑ 29258 10/01/2022 10/01/2022 Atamitas LLC ® $906.00 ❑ 29269 10/01/2022 10/01/2022 Avalon Monrovia LLC ® $1209.00 ❑ 29260 10/01/2022 10/01/2022 Pro Management Inc. ® $1399.00 ❑ 29261 10/01/2022 10/01/2022 Andrew & Eva Fogg ® $1144,00 ❑ 29262 10/01/2022 10/01/2022 Heritage Park Villas LP ® $23188.00 ❑ 29263 10/01/2022 10101/2022 Heritage Park Villas LP ® $2369,00 ❑ 29264 10/01/2022 10/01/2022 Diba Management ® $10037.00 ❑ 29265 10/01/2022 10/01/2022 Palo Verde Apartments, LP ® $914.00 ❑ 29266 10/01/2022 10/01/2022 Ha X Van ® $3192.00 ❑ 29267 10/01/2022 10/01/2022 Chen Jackson ® $827.00 ❑ 29268 10/01/2022 10/01/2022 Philip Tsui ® $984.00 ❑ 29269 10/0112022 09/0112022 Paul Yen ® $4425.00 ❑ 29270 1010112O22 10/01/2022 Mie Chen ® $2469.00 ❑ 29271 10/01/2022 10/01/2022 Becky Binh Nguyet Luu or Eddie Ma ® $1828.00 ❑ 29272 10/01/2022 10/01/2022 Tinh Van Le ® $628.00 ❑ 29273 10/01/2022 10/01/2022 Everardo Garcia ® $2274.00 ❑ 29274 10/0112022 10/01/2022 Ngoc T. Lieu ® $2740.00 ❑ 29275 10/01/2022 10/01/2022 Alfred Tai-Yong Ho and Lisa Chen ® $1041.00 ❑ 29276 10/01/2022 10/01/2022 Covina 023 Woods 206 LP c/o ® $994.00 ❑ 29277 10/01/2022 10/01/2022 Doreen Han ® $784.00 ❑ 29278 10/01/2022 10/0112022 Roland Wekamp ® $1397.00 ❑ 29279 10/01/2022 10/01/2022 AMFP IV Atrium LLC c/o Abacus ® $3933.00 ❑ 29280 10/01/2022 10/01/2022 Siu Fung Mak ® $1488.00 ❑ 29281 10/01/2022 10/01/2022 Baldwin Park Family Housing Limited ® $18846.00 ❑ 29282 10/01/2022 10/01/2022 Grace Chlou ® $922.00 ❑29283 10/0112022 10/01/2022 Marina Alvarez ® $1869.00 ❑ 29284 10/01/2022 10/01/2022 McIntire Real Estate Inc. ® $727.00 ❑ 29285 10/01/2022 10/01/2022 Zhl Min Ll and WXL Investments. Inc. ® $2344.00 ❑ 29286 10/01/2022 10/01/2022 Sul Man Mak ® $831.00 ❑ 29287 10/01/2022 10/01/2022 Henry Wong ® $1861.00 Copyright O 2011-2022, HAPPY Software, Inc. Check Register Report YR 10/05/2022 Page 2 Q 29288 10/01/2022 10/01/2022 West Covina Senior Villas li, LP ® $509,00 ❑ 29289 10/0112022 10/01/2022 Dung Trung Pham and Tammy Tram ® $98.00 ❑ 29290 10/01/2022 10/01/2022 Blessed Rock of El Monte ® $22764.00 ❑ 29291 10/01/2022 10/01/2022 Blessed Rock of El Monte ® $2170.00 ❑ 29292 10/01/2022 10/01/2022 Vintage West Covina ® $6780.00 ❑ 29293 10/01/2022 10/01/2022 Alfonso Contreras ® $1360.00 ❑ 29294 10/01/2022 10/01/2022 Ryan Quach and Hue Cao ® $1774.00 ❑ 29295 10/01/2022 10/0112022 Alta Vista Villas, LP c/o Yale ® $2656,00 ❑ 29296 10/01/2022 10/01/2022 Miriam Barrera ® $2325.00 ❑ 29297 10/01/2022 10/01/2022 West Covina Seniors Villas 1 ® $1070,00 ❑ 29298 10/01/2022 10/01/2022 Brookhollow Apartments ® $11232.00 0 29299 10/01/2022 10/01/2022 Rahmat Ray Nehdar ® $1266.00 ❑ 29300 10/01/2022 10101/2022 Alexander Chan ® $2072.00 ❑ 29301 10/01/2022 10/0112022 Phat Binh Vuong ® $947,00 ❑ 29302 10/01/2022 10/01/2022 Alan Wu ® $786.00 ❑ 29303 10/01/2022 10/01/2022 Henry He ® $1285.00 ❑ 29304 10/01/2022 10/01/2022 PAMA IV Properties, LP ® $3911.00 ❑ 29305 10/01/2022 10/01/2022 Roger Hin Nam Mak ® $9324.00 ❑ 29306 10/01/2022 10/01/2022 LAT Investments, LLC ® $6340.00 ❑ 29307 10/01/2022 10/01/2022 Xitlalai Del Real Sanchez ® $940,00 ❑ 29308 10/01/2022 10/01/2022 Mary L Haynes ® $1008.00 ❑ 29309 10/01/2022 10/01/2022 ClinettGlazis ® $434.00 ❑ 29310 10/01/2022 10/01/2022 Jim & Nancy Bailey ® $571.00 ❑ 29311 10/01/2022 10/01/2022 Kimberly Nguyen ® $703.00 ❑ 29312 10/01/2022 10101/2022 Joseph M. Kwok ® $1788,00 ❑ 29313 10/01/2022 10/01/2022 Leng zhang and Bao Ying Jiang ® $1097.00 ❑ 29314 10/01/2022 10/01/2022 Mack E Titus ® $408.00 ❑ 29315 10/01/2022 10/01/2022 William J Rogers ® $957.00 ❑ 29316 10/01/2022 10/01/2022 Angelica Garcia ® $2356.00 ❑29317 10/01/2022 10/01/2022 Sophia Wong ® $1065.00 ❑ 29318 10/01/2022 10/01/2022 Lois J Gaston ® $835.00 ❑ 29319 10/01/2022 10/01/2022 Doan & Lily Thi ® $2033.00 ❑ 29320 10/01/2022 10/01/2022 El Monte Affordable Housing Partner $372.00 ❑ 29321 10/01/2022 10/01/2022 Jose Baudelio Delgado ® $1142.00 ❑ 29322 10/01/2022 10/01/2022 Larry Mimms ® $1600,00 ❑ 29323 10/01/2022 10/01/2022 Jaime Jimenez ® $675.00 ❑ 29324 10/01/2022 10/01/2022 Ramiro Viramontes and Veronica ® $320.00 ❑ 29325 10/0112022 10/01/2022 Fat Law ® $870.00 ❑ 29326 10/01/2022 10/01/2022 Kevin Kambor Kwong and Yuk Ming ® $1723.00 ❑ 29327 10/01/2022 10/01/2022 Kan Investments LTD, LLC ® $536.00 ❑ 29328 10/01/2022 10/01/2022 Dwight Chang ® $2181.00 ❑ 29329 10/01/2022 10/01/2022 Cameron Park Community Partners, ® $1733.00 ❑29330 10/01/2022 10/01/2022 Jun Tang ® $233.00 ❑ 29331 10/01/2022 10/01/2022 Anmelindon LLC ® $3859.00 ❑ 29332 10/0112022 10/01/2022 Lourdes Vela ® $3525.00 �j 29333 10/01/2022 10/01/2022 Gilbert Roybal ® $1465.00 Copyright 0 2011-2022, HAPPY Software, Inc. Check Register Report YR 10/05/2022 Page 3 ❑ 29334 10/01/2022 10/01/2022 Philip & Fanny Kwok ® $1468.00 ❑ 29335 10/01/2022 10/01/2022 Woodside Village Apartments LP ® $6106,00 ❑ 29330 10/01/2022 10/01/2022 Robert Lawe ® $840,00 ❑ 29337 10/01/2022 10/01/2022 Cynthia Pham ® $766,00 ❑ 29338 10/01/2022 10/01/2022 Fanny Chan ® $969.00 ❑ 29339 10/01/2022 10/01/2022 Baldwin Rose LP ® $1666.00 ❑ 29340 10/01/2022 10/01/2022 Kwan and Met Chiang ® $1367.00 ❑ 29341 10/01/2022 10/01/2022 Sergio Molina ® $226.00 ❑ 29342 10/01/2022 10/01/2022 Chuen Lau ® $1708.00 ❑ 29343 10/01/2022 10/01/2022 Tanya H Chen ® $2395,00 ❑ 29344 10/01/2022 10/01/2022 JM Lam Investment LLC ® $911.00 ❑ 29345 10/01/2022 10/01/2022 Vijay Gulati ® $4630.00 ❑ 29346 10/01/2022 10/01/2022 Ngoc Lieu ® $894.00 ❑ 29347 10/01/2022 10/01/2022 Joseph H. Garcia ® $1399.00 ❑ 29348 10/01/2022 10/01/2022 Lark Ellen Village ® $9813.00 ❑ 29349 10/01/2022 10/01/2022 Xuyen Thach Han ® $2500.00 ❑ 29350 10/01/2022 10/01/2022 EZ APT LLC ® $1460.00 ❑ 29351 10/01/2022 10/01/2022 Kim Wah Wong and Sau Yi Wong ® $1334.00 ❑ 29352 10/01/2022 10/01/2022 Lucena A Ewing ® $2994.00 ❑ 29353 10101/2022 10101/2022 Jocelyn Jae Jhong ® $1957.00 ❑ 29354 10/01/2022 10101/2022 VirgWa Carlson ® $1137.00 ❑ 29355 10101/2022 10/01/2022 Emilio De Jesus Cruz ® $653.00 ❑ 29356 10/01/2022 10/01/2022 Isabel R Sanchez ® $1458.00 ❑ 29357 10/01/2022 10/01/2022 Cienega Garden Apartments ® $4707.00 ❑ 29358 10/01/2022 10/0112022 Vinh Hong Lai ® $2552.00 ❑ 29359 10/01/2022 10/01/2022 Doreen E. Ewing ® $2541.00 ❑ 29360 10/01/2022 10/01/2022 Moller Property Management ® $449.00 ❑ 29361 10/01/2022 10/01/2022 TPA/NASCH LLC, Westgate as a sole ® $1387,00 ❑ 29362 10/01/2022 10101/2022 TDF LP - Pacific Towers c/o Winn ® $9355.00 ❑ 29363 10/01/2022 10/01/2022 Paul & Annie W Chau ® $951.00 ❑ 29364 10/01/2022 10/01/2022 Steven Eraj Espantman and Marta ® $1214.00 ❑29365 10/01/2022 10/01/2022 LEFATrust ® $1013.00 ❑ 29365 10/01/2022 10/01/2022 Gilbert Dominguez ® $9601.00 ❑ 29367 10/01/2022 10/01/2022 Up Hill Investment Inc. ® $1817.00 ❑ 29368 10/01/2022 10/01/2022 Dieu Van Huynh ® $965,00 ❑ 29369 10/01/2022 10/01/2022 Kelly Nguyen ® $1210.00 ❑ 29370 10/01/2022 10/01/2022 Ramona Property Managers, Inc. ® $567,00 ❑ 29371 10/01/2022 10/01/2022 Badillo Street Senior Apartments, LLC ® $17376.00 ❑ 29372 10/01/2022 10/01/2022 Monrovia Heritage Park LP ® $15934.00 ❑ 29373 10/01/2022 10/01/2022 James or Barbara Fox ® $1085,00 ❑ 29374 10/01/2022 10/01/2022 Mayta Ortega ® $1169.00 ❑ 29375 10/01/2022 10/01/2022 Sel Homes LLC ® $7121.00 ❑ 29376 10/01/2022 10/01/2022 Hui Chaan Wang ® $3067,00 ❑ 29377 10/01/2022 10/01/2022 725-731 W. Duarte Rd, LLC ® $395.00 ❑ 29378 10/01/2022 10/01/2022 Nhan Nguyen and Amy Tran ® $2248.00 ❑ 29379 10/01/2022 10/01/2022 Puente Villa LLC ® $448.00 Copyright 0 2011-2022, HAPPY Software, Inc. Check Register Report YR 10/05/2022 Page 4 ❑ 29380 10/01/2022 10/01/2022 RAMONA BLVD. FAMILY ® $6804.00 ❑ 29381 10/01/2022 10/01/2022 AJG Realty Inc. ® $1663,00 ❑ 29382 10/01/2022 10/01/2022 Maria Martha Martinez ® $1859.00 ❑ 29383 10/01/2022 10/01/2022 Antonio & Aida Rinos ® $1727.00 ❑ 29384 10/01/2022 10/01/2022 Greater San Gabriel Valley Property ® $1064.00 ❑ 29385 10/01/2022 10/01/2022 Annette C Scott ® $1443.00 ❑ 29386 10/01/2022 10/01/2022 Denise Van Pham ® $3212.00 ❑ 29387 10/01/2022 10/01/2022 1024 Royal Oaks LP dba Whispering ® $14108.00 ❑ 29388 10/01/2022 10/01/2022 1024 Royal Oaks LP dba Whispering ® $4527.00 ❑ 29389 10101/2022 10/01/2022 Derek Sim ® $921.00 ❑ 29390 10/01/2022 10/01/2022 Josephine Tran ® $1240.00 ❑ 29391 10/01/2022 10/01/2022 Allan M. & Virginia J Chipp and Ralph ® $2470.00 ❑ 29392 10/01/2022 10/01/2022 Amparo M Limon ® $201,00 ❑ 29393 10101/2022 10/01/2022 Zi Man Ll ® $1839,00 ❑ 29394 10/01/2022 10/01/2022 Minh A Nguyen ® $676,00 ❑ 29395 10/01/2022 10/01/2022 Jaime Barcena ® $993,00 ❑ 29396 10/01/2022 10/01/2022 Monica D Mao ® $874.00 ❑ 29397 10/01/2022 10/01/2022 Shlu-Ein Huang ® $304.00 ❑ 29398 10/01/2022 10/01/2022 LAI MING LEUNG ® $506.00 ❑ 29399 10/01/2022 10/01/2022 The Promenade Housing Partners, LP ® $5571.00 ❑ 29400 10/01/2022 10/01/2022 Paramjit S Nijjar ® $2004,00 ❑ 29401 10/01/2022 10/01/2022 Rasa Beltran ® $1344.00 ❑ 29402 10/01/2022 10/01/2022 ,lames Ronald Nguyen ® $1763.00 ❑ 29403 10/01/2022 10/01/2022 Takis Bogris ® $991.00 ❑ 29404 10/01/2022 10/01/2022 Ynfante Holdings I, LLC ® $909.00 ❑ 29405 10101/2022 10/01/2022 Roman Basin ® $678.00 ❑ 29406 10/01/2022 10/01/2022 Sandhya Kai and Padma Kai ® $1317,00 ❑ 29407 10/01/2022 10/01/2022 K. Carl and Zitta A Setian ® $1097,00 ❑29408 10/01/2022 10/01/2022 NomerLacson ® $1685.00 ❑ 29409 10/01/2022 10/01/2022 Anna & Simon Choi ® $1330.00 ❑ 29410 10/01/2022 10/01/2022 Chung Thi Pham ® $2184.00 ❑ 29411 10/01/2022 10/01/2022 Rosie Leon 19 $1273.00 ❑ 29412 10/01/2022 10/01/2022 Roy Lam 0 $1158.00 ❑ 29413 10/0112022 10/01/2022 Golden Dragon Properties LLC c/o ® $676.00 ❑ 29414 10/0112022 10/01/2022 Nancy H Shen 0 $726,00 ❑ 29415 10/01/2022 10/01/2022 Joe Clark ® $1296.00 ❑ 29416 10/01/2022 10/01/2022 Richard A DaSylvelra ® $301.00 ❑ 29417 10/01/2022 10/01/2022 Sara Romo ® $1939.00 ❑ 29418 10/01/2022 10/0112022 T & P Property LLC ® $876.00 ❑ 29419 10/01/2022 10/01/2022 Singing Wood Senior Housing LP ® $9260.00 ❑ 29420 10/01/2022 10101/2022 Michael H Phuong ® $968.00 ❑ 29421 10/01/2022 10/01/2022 Sitara B. Mamdani ® $1936.00 ❑ 29422 10/01/2022 10/01/2022 Joseph Pham ® $817.00 ❑ 29423 10/01/2022 10/01/2022 Garvey Senior Affordable Partners, LP ® $1828.00 ❑ 29424 10/01/2022 10/01/2022 Ryan Kinpong Woo and Ching King ® $892.00 ❑ 29425 10/01/2022 10/01/2022 Me] Yan Chen ® $1185.00 Copyright © 2011-2022, HAPPY Software, Inc. Check Register Report YR 10/05/2022 Page 5 ❑ 29426 10/01/2022 10/01/2022 Tsz-Hong Yeung and Sin Kwan Lo ® $1385,00 ® 29427 10/01/2022 10/01/2022 Shawn Hui Zhen ® $2688.00 ® 29428 10/01/2022 10101/2022 Fred Lau ® $338.00 Housing Choice Voucher Total Average Unit Count Average Weighted by Unit Count Hard to House Count $539,752.14 $1,141.13 464 $1,157.77 Copyright OO 2011-2022, HAPPY Software, Inc. Check Register Report YR 10/05/2022 Page 6 ITEM NO. 2 STAFF REPORT TO: Honorable Chair and Board Members of the Housing Authority THE, � FROM: Rose Tam, Director of Finance E' ' m DATE: October 19, 2022 V'AL,LEY,.�' ti .- �,ANL)w SUBJECT: Treasurer's Report — August 2022 SUMMARY Attached is the Treasurer's Report for the month of August 2022. The Treasurer's Report lists all cash for the City which includes the Baldwin Park Financing Authority, the Housing Authority, and the Successor Agency to the Community Development Commission (CDC). All investments are in compliance with the City's Investment Policy and the California Government Code. RECOMMENDATION Staff recommends that the Board receive and file the Treasurer's Report for August 2022. FISCAL IMPACT None BACKGROUND City of Baldwin Park Investment Policy requires the Treasurer's Report be submitted to the Mayor and City Council on a monthly basis. ATTACHMENT 1. Exhibit "A", Treasurer's Report CITY OF BALDWIN PARK TREASURER'S REPORT 813112022 ESTIMATED INVESTMENT INTEREST PURCHASE MATURITY PAR CURRENT BOOK MARKET DESCRIPTION RATE DATE DATE VALUE PRINCIPAL VALUE VALUE State of California Local Agency Investment Fund JLAIF) City -Including Genera) Fund & all other Special Revenue Funds 1.276% Varies Varies $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890.22 $ 29,960,890,22 Housing Authority 1.276% Varies Varies 14,160,89 14,160.89 14,160.89 14,160.89 29,975,051A1 29,976,051.11 29,976,051.11 29,976,051,11 US Bank - Debt Service Trustee Accounts Fiscal Agent Funds jTrustiDebt Service Fund) Varies Varies Varies 6,730,769,38 6,730,769.38 6,730,769.38 6,730,759.38 Fiscal Agent Funds -Successor Agency iTrust]Debt Service Fund) Varies Varies Varies 868,196.62 868,196.62 868,196.62 868,196,62 7,598,956.00 7,598,956.00 7,698,966,00 7,598,956.00 37,574,007.11 $ 37,674,007.11 37,574,007.11 $ 37,674,007.11 Total Investments $ 37,574,007.11 Cash with Bank of the West City Checking {Generals 28,265,612.23 Money Market Plus 42,83&43 City Miscellaneous Cash (WIG, F11R) 827,337.96 Successor Agency 570,346.65 Housing Authority 879,604,60 Total Cash with Bank of the West 30,675,636.77 Investment Brokerage Capital Reserves (DNdend Option Cash) 258,181.61 Total Cash and Investments $ 68,407,825.49 In accordance with AB X126,the Community Development Commission Is dissolved effective January 31, 201Z The successor agency name is "The City of Baldwin Parkas Successor Agency to the Community Development Commission of the City of Baldwin Park". There was no investment maturity/purchase transactions made for the month of August 2022 and several depositstwithdrawals were made through the Local Agency Investment Fund. In compliance with the California Government Code Section 536416 et seq., I hereby certify that sufficient investment liquidity and anticipated revenues are available to meet the City's expenditure requirements for the next six months that all investments are in compliance to the City's Statement of Investment Policy. Approved by: "R /01�11 117 lzosrt'am, Director of Finance