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HomeMy WebLinkAboutCO 2025-238 - Triden GroupAGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 11th day November, 2025, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and Triden Group, a California cased Technology Consultant ("Consultant"). RECITALS A.City has heretofore issued its request for proposals to perform the following professional services: Network Refresh and SD-Access Deployment ("the Project"). B.Consultant has submitted a proposal to perform the professional services described in Recital "A", above, necessary to complete the Project. C.City desires to engage Consultant to complete the Project in the manner set forth and more fully described herein. D.Consultant represents that it is fully qualified and licensed under the laws of the State of California to perfonn the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1.Consultant's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Consultant to perform all technical and professional services described in Recitals "A" and "B" above, including, but not limited to Network Refresh and SD-Access Deployment, all as more fully set forth in the Consultant's proposal, dated 10/2/2025 and entitled "Statement of Work", attached hereto as Exhibit "A", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Consultant are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the tenns and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City, the Consultant will promptly meet with City staff to discuss any revisions to the Project desired by the City. Consultant agrees that the Scope of Work may be amended based upon said meetings, and, by amendment to this Agreement, the parties may agree on a revision or revisions to Consultant's compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Consultant by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City's City Manager without amendment. 1.3 Time for Performance. Consultant shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of Performance", if such Schedule is attached hereto as Exhibit "NIA". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the services to be provided. In City of Rancho C ucamonga CONTRACT NUMBER 2025-238 Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Consultant represents that, to the extent required by the standard of practice, Consultant (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Consultant represents that Consultant, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Consultant discover any latent or unknown conditions, which will materially affect the performance of services, Consultant shall immediately inform City of such fact and shall not proceed except at Consultant's risk until written instructions are received from the City Representative. 2.Term of Agreement. The term of this Agreement shall be one (1) year and shall become effective as of the date of the mutual execution by way of both parties signature (the "Effective Date"). No work shall be conducted; service or goods will not be provided until this Agreement has been executed and above requirements have been fulfilled. Parties to this Agreement shall have the option to renew in one (1) year increments to a total of three (3) years, unless sooner terminated as provided in Section 14 herein. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance with all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3.Compensation. 3.1 Compensation. City shall compensate Consultant as set forth in Exhibit A, provided, however, that full, total and complete amount payable to Consultant shall not exceed $160,000.00 (One-Hundred Sixty Thousand Dollars), including all out of pocket expenses, unless additional compensation is approved by the City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Consultant be entitled to compensation for services not yet satisfactorily performed The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Consultant for any authorized extra services as set forth in Exhibit A. 4.Method of Payment. 4.1 Invoices. Consultant shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Consultant in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in Section 3. Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Consultant relating to services hereunder shall be available for review and audit by the City. 5.Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City's representative shall be Michael Scott, or such other person as designated in writing by the City ("City Representative"). It shall be Consultant's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Consultant shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Consultant Representative. For the purposes of this Agreement, Michael Voelker is hereby designated as the principal and representative of Consultant authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Consultant's Representative"). It is expressly understood that the experience, knowledge, capability and reputation of the Consultant's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Consultant's Representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. Consultant may not change the Responsible Principal without the prior written approval of City. 6.Consultant's Personnel. 6.1 All Services shall be performed by Consultant or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Consultant shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of city or agency officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7.Ownership of Work Product. 7.1 Ownership.All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Consultant in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon payment being made, and provided Consultant is not in breach of this Agreement, all Work Product shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 notes, sketches, charts, computations and similar data prepared or obtained by Consultant under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Consultant. In the event of the return of any of the Work Product to Consultant or its representative, Consultant shall be responsible for its safe return to City. Under no circumstances shall Consultant fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Consultant and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2.Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Consultant shall be deemed to grant and assign to City, and shall require all of its subcontractors to assign to City, all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Consultant shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Property. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Consultant shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non-infringing. This covenant shall survive the termination of this Agreement. 8.Status as Independent Contractor. Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Consultant shall pay all required taxes on amounts paid to Consultant under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant's employees. Confidentiality. Consultant may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Consultant covenants that all data, documents, discussion, or otherintomato duded cried by Co Cat ap video on inion by cry. Cry sail and sid and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Consultant's covenant under this section shall survive the termination of this Agreement. This Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Consultant from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Consultant to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained 10.2 Consultant further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Consultant has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 10.3Consultant has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 Professional Services. In connection with its professional services, the Consultant shall defend, hold harmless and indemnify City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of city or agency officials, (collectively, "Indemnitees"), with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to liability for death or injury to any person and injury to any property, to the extent the same out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of its professional services under this Agreement. Consultant shall reimburse all reasonable defense costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. 11.2 Other Indemnities. In connection with all Claims not covered by Section 11.1, the Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Claims including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the non-professional acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, consultants, or agents in the performance of this Agreement. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 11.3 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.4 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Consultant. 11.5 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Consultant shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12. Insurance. 12.1 Liability Insurance. Consultant shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Consultant, and/or its agents, representatives, employees and subcontractors. 12.2 at least as broad as: Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be (1)Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) (3) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. (4)Technology Professional Liability Errors & Omissions policy to include Cyber coverage unless Cyber coverage is in the Crime policy. 12.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1)Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. (3)Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Compensation Insurance in the amount required by law. (4)Technology Professional Liability Errors & Omissions policy to include Cyber coverage unless Cyber coverage is in the Crime policy with a limit of no less than $2,000,000 per occurrence. (5)No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. (6)Nothing contained in this Section 12 regarding insurance will, in any way or manner, increase the aggregate liability of Contractor to the City or any other Indemnified Parties or waive or diminish any of the express disclaimers, exclusions or limitations on damages set forth in this Agreement, whether the City recovers from Contractor, directly from an insurance carrier of Contractor or otherwise. 12.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1)The commercial general liability and automobile liability policies are to contain the tollowing provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials as additional insureds as respects: liability arising out of activities performed by or on behalf of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; and/or automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured. (2)For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City or officials. Any insurance or self insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 (3) (4) (5) (6) the role of City officials shall be excess of Consultant's insurance and shall not contribute with it. Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled except after 30 days prior written notice by first class mail has been given to City (ten (10) days prior written notice for non-payment of premium). Consultant shall provide thirty (30) days written notice to City prior to implementation of a reduction of limits or material change of insurance coverage as specified herein. Each insurance policy, required by this clause shall expressly waive the insurer's right of subrogation against City and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated A: VII or better according to the most recent A.M. Best Co. Rating Guide. Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 (7)Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide to the City upon request, for all insurance required under this Section, copies of endorsements or exclusions. 12.6 Evidence of coverage. Prior to commencing performance under this Agreement, the Consultant shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsements), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurers) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Consultant commences performance. If performance of this Agreement shall extend beyond one year, Consultant shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to use commercially reasonable efforts to (a) include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work, (b) shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement and (c) to require each of its subcontractors to include these same provisions in its contract with any sub-subcontractor. Contractor shall be liable for any act or omission of its subcontractors that would, if made by Contractor, constitute a breach of this Agreement. 13. Cooperation. In the event any claim or action is brought against City relating to Consultant's performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation that City might require. City shall compensate Consultant for any litigation support services in an amount to be agreed upon by the parties. PSA with Professional Liability Insurance (Non-Design) Last Revised: 11/12/2020 Page 9 Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Consultant. In the event City exercises its right to terminate this Agreement, City shall pay Consultant for any services satisfactorily rendered prior to the effective date of the termination, provided Consultant is not then in breach of this Agreement. Consultant shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Consultant may terminate this Agreement for cause upon giving the City ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15.Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Consultant's and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. All notices shall be addressed as follows: If to City:City of Rancho Cucamonga Attn: Michael Scott, DoIT 10500 Civic Center Drive Rancho Cucamonga, CA. 91730 If to Consultant:Paul Edge, Principal 7220 Trade Street' Suite 255 San Diego, CA. 92121 16.Non-Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17.Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant's PSA with Professional Liability Insurance (Non-Design) Last Revised: 11/12/2020 Page 10 Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Consultant to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18 Compliance with Laws. Consultant shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Consultant performs the Services. 19.Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20.Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23.Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. PSA with Professional Liability Insurance (Non-Design) Last Revised: 11/12/2020 Page 11 Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: Triden Group By: Name Date City of Rancho Cucamonga By: Name Date Title Title By: Name Date Title (two signatures required if corporation) City of Rancho Cucamonga By: Name Title Date Approval Buyer II, Purchasing _Alternate, Risk Management Coordinator PSA with Professional Liability Insurance (Non-Design) Last Revised: 11/12/2020 Page 12 Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 CEO 2/18/2026 | 11:11 AM PST 2/18/2026 | 11:42 AM PST CTO Mayor/President 2/19/2026 | 10:44 AM PST Triden Group Where Security Protects Innovation Statement of Work Network Refresh and SD-Access Deployment Submitted to: City of Rancho Cucamonga RANCHO CUCAMONGA Submitted by: Paul Edge Account Executive 10/2/2025 Version 1 1 Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Table of Contents BUSINESS DRIVER KNOWN DETAILS.. SCOPE OF WORK.. DESIGN PHASE.. IMPLEMENTATION PHASE DELIVERABLES ..... OUT OF SCOPE. PROJECT ASSUMPTIONS PROJECT LOCATION PROJECT PERSONNEL. CHANGE CONTROL MANAGEMENT INFORMATION PRIVACY DATA PROTECTION PROJECT DELAYS. TRAVEL. PROJECT ACCEPTANCE 4 4 .5 8 9 9 9 .. 10 10 ..11 .11 2 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation This Statement of Work outlines the service agreement between Triden Group Corp ("Triden Group") and The City of Rancho Cucamonga("CUSTOMER"). CUSTOMER has engaged Triden Group to assist in performing a network refresh of the infrastructure hardware, along with deploying an SD-Access solution. The project will include the following high-level objectives: ? Hold design workshops with the CoRC team ? Review current network infrastructure and assess readiness ? Deploy new switching infrastructure (Approximately 115 switches) ? Integrate Catalyst Center with new switching components ? Implement SD-Access solution ? Integrate 9800 Wireless Controllers with SD-Access Environment ? Test and validate WiFi design and deployment New hardware devices that will be included in the project are as follows: ? Qty. 115 (Approx.) - Cisco switches ? Qty. 4 (Approx.) - Cisco routers Opportunity ID: TG004644 This Professional Service Statement of Work is entered as of [10/01/2023] ("SOW Effective Date") by and between: Professional Services Provider ("Triden Group") Triden Group, Inc. 7220 Trade Street, Suite 255 San Diego CA 92121 Professional Services Customer/"City of Rancho Cucamonga") City of Rancho Cucamonga 10500 Civic Center Drive Rancho Cucamonga, Ca 91730 3 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Business Driver The City of Rancho Cucamonga is looking to refresh their current network switching infrastructure. In order to take full advantage of the new hardware capabilities, the DolT team would like to integrate the new switches with Cisco Catalyst Center and Cisco ISE, implementing an SD-Access solution with multiple fabric (virtual) networks. This deployment will leverage Catalyst Center's centralized management and policy-based control for improved agility and scalability. Known Details There are approximately 115 switches and 4 routers in place, along with a pair of Cisco 9800 wireless LAN controllers and Cisco ISE. Cisco Catalyst Center has been deployed with a base configuration. Scope of Work Design Phase ? Conduct design workshops) Review physical network infrastructure design Identify any desired/required changes ? Validate objectives and goals for Catalyst Center ? Validate business objectives and goals for SD-Access deployment ? Wired ? Wireless ? Create a tailored SD-Access architecture using Cisco Catalyst Center Determine WiFi policy details Guest WiFi ? BYOD Staff ? Lobby Admin ? Develop high level integration plan for Catalyst Center and the Wireless LAN Controllers Review functional requirements, e.g., network policies, device management requirements, etc. ? Update high-level and low-level network design documents as needed Identify integration points with existing infrastructure, such as ISE, external authentication services, and network devices Setup SD-Access pilot deployment ? Integrate 1x switch with Catalyst Center in test environment ? TrustSec ? ISE ? Perform functional tests for Catalyst Centers core functionalities: device discovery, configuration management, software image management, and template deployment Verify integration with Cisco ISE for policy-based networking ? Test and validate functionality with City PC/User 4 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Implementation Phase Hardware Installation ? Inventory all equipment ? Serial numbers ? Asset tags ? Configure Cisco switches ? Ensure switches power on and boot without errors ? Validate install firmware version ? Upgrade/downgrade if necessary ? Base configuration ? Install Cisco switches (IDFs/MDFs) ? Remove hardware from box ? Attach included rack mount equipment (ears) Remove all cabling/SFPs from switch(s) Remove existing cisco switch(s) from rack Install new Cisco switch(s) in rack Plug in all necessary cables and SFPs Plug in power cables Verify power redundancy (if applicable) ? Validate connectivity according to test plan (internet, internal resources, etc..) ? Use City provided velcro to organize and dress cables as needed ? Transport decommissioned equipment to agreed upon location at City Hall ? Provide next day support for each switch install (Remote, but on-site if necessary) ? Install Cisco switches (Data Centers) Remove hardware from box ? Attach included rack mount equipment (ears) Install new Cisco switchs) in rack Plug in all necessary cables and SFPs Plug in power cables ? Verify power redundancy (if applicable) ? Validate connectivity according to test plan (internet, internal resources, etc..) ? Use City provided velcro to organize and dress cables as needed ? Provide next day support as needed (Remote, but on-site if necessary) ? Install Cisco routers (Data Centers) ? Remove hardware from box ? Attach included rack mount equipment (ears) Remove existing cisco routers) from rack Install new Cisco router(s) in rack Plug in all necessary cables and SFPs ? Plug in power cables ? Verify power redundancy (if applicable) ? Validate connectivity according to test plan (internet, internal resources, etc..) ? Use City provided velcro to organize and dress cables as needed ? Provide next day support as needed (Remote, but on-site if necessary) 5 Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Cisco Catalyst Center ? Initial Setup ? Ensure Catalyst Center is running the latest stable software version ? Validate IP addressing, DNS, NTP settings ? Integrate Catalyst Center with Cisco ISE for user and device identity management ? Network Device Integration ? Add network devices to Catalyst Center ? Configure SSH and SNMP on network devices to allow Catalyst Center access ? Deploy SNMP and syslog configurations on network devices ? ISE integration ? Integrate Catalyst Center with Cisco ISE for policy-based networking ? Configure TrustSec settings and authentication templates ? Automation and template configuration ? Develop reusable templates in Catalyst Center for network configurations such as IP addressing, VLANs, and device settings. ? Create automation workflows for device onboarding, software image management, and configuration updates. ? Assurance ? Validate Catalyst Centers assurance capabilities, including health and monitoring ? Confirm that Catalyst Center can detect and alert on network issues in real-time ? SD-Access Underlay Network ? Configure the underlay network across core, distribution and edge switches ? Set up routing protocols for the underlay network ? Verify IP reachability between fabric devices ? SD-Access Fabric ? Set up and configure fabric roles in Catalyst Center for each device ? Control Plane node s ? Border node(s) ? Edge node(s) ? Assign VLANs to edge nodes and validate inter-site communication within the SD-Access fabric ? Virtual Networks and Segmentation ? Create Virtual Networks (VNs) in Catalyst Center to logically segment users, devices, and applications. ? Define scalable group tags (STs) and create policies to enforce micro-segmentation. Map VNs to SGTs based on identity groups (employees, guests, loT devices, etc.) ?Policies and templates ? Create and apply policies in Catalyst Center to define access permissions and segment ? Configure reusable templates in Catalyst Center to simplify the provisioning of edge nodes, IP pools, and VLANs Deploy automated configuration templates for device onboarding, IP addressing, and VLAN assignments 6 Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Cisco ISE ? TrustSec SGT and SGACLs ? Define and configure Security Group Tags (SGTs) in Cisco ISE ? Create Security Group Access Control Lists (SGACLs) to define access permissions between SGTs ? Define Security Group Tags (STs) in ISE to represent user roles based on AD group membership. ? Test the propagation of SGTs across TrustSec-capable devices to verify correct tagging ? ISE Policy Configuration ? Configure authentication and authorization policies in Cisco ISE: Authentication rules based on user roles, device profiles, or location ? Authorization policies to enforce TrustSec segmentation, linking user roles to SGTs Map SGTs to corresponding virtual networks (VNs) and scalable group access policies ? Configure device administration settings to dynamically assign SGTs based on device profiling ? Catalyst Center Policy Automation ? Use Catalyst Center's policy automation capabilities to simplify TrustSec deployment ? Create templates in Catalyst Center for SGT assignment, SGAL mapping, and device onboarding ? Test and validate automation workflows in Catalyst Center to ensure efficient and error- free TrustSec deployment ? Validation ? Test SGT assignments and verify SGACL enforcement across network segments ? Validate role-based access control policies by testing connectivity between devices with different SGTs ? Perform tests to confirm correct SGT propagation across devices and interfaces ? Verify that Catalyst Center and ISE are providing accurate telemetry, alerts, and policy compliance reports ? Confirm integration with TrustSec policies in Catalyst Center and the responsiveness of policy updates Cisco Wireless LAN Controller ? Split current WLC HA ? Factory reset the secondary WLC to prepare for integration with Catalyst Center ?Enable TrustSec and SD-Access settings on Catalyst Center to support wireless policy and ? segmentation Connect and add the WLC to Catalyst Center through the Catalyst Center dashboard Verify communication between Catalyst Center and WLC, including credentials, API integration, and monitoring capabilities Validate WLC onboarding status and its availability for SD-Access policy configuration within Catalyst Center ?Fabric configuration for wireless 7 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation ? Define virtual networks (VNs) and security groups in Catalyst Center to map SSIDs to the appropriate fabric VN ? Configure fabric nodes, including Border, Control Plane, and Edge nodes, to support wireless clients within the SD-Access fabric ? Set up overlay network configurations to support wireless traffic, including encapsulation settings (VXLAN) and Anycast gateways for each VN ? SSID and Policy Mapping ? Map SSIDs to their corresponding VNs within Catalyst Center ? Configure role-based policies using Cisco TrustSec to enforce access control within and across VNs ? Set up scalable group tags (STs) and access control policies for wireless users, aligned with SD-Access segmentation policies ? AP Onboarding and placement ? Onboard APs into the SD-Access fabric via Catalyst Center ? Associate APs with the relevant fabric edge nodes and assign them to the appropriate locations and floor plans within Catalyst Center ? Configure RF profiles and channel/power settings for APs to optimize wireless coverage ? Wireless Network Configuration ? Define and configure wireless network SSIDs, including SSID broadcast settings, authentication types, and security policies ? Configure public and staff SSIDs as required, applying separate VNs and security policies for segmentation ? Validate and apply access policies to SSIDs for different user types, ensuring proper mapping to SD-Access fabric VNs ? Policy and Security Configuration ? Configure TrustSec policies for wireless users based on role, location, and device type ? Implement security measures such as 802.1X authentication, MAC filtering, and role- based access control (RBAC) through Catalyst Center ? Enable and verify ISE integration within Catalyst Center to allow dynamic assignment of security policies and SGTs ? Validation ? Validate seamless roaming for wireless clients within the SD-Access fabric, ensuring consistent policy application across APs and fabric nodes ? Test security policies and access control for different user roles and devices ? Confirm SGT assignments and policy enforcement for wireless users across fabric VNs, testing inter-VN access control and segmentation Perform guest access testing to ensure guest SSIDs are isolated and meet security requirements Deliverables ? Provide as-built documentation ? Review as-built documentation with CoRC DolT team ? Updated network documentation ? Provide 2x hour overview on Catalyst Center, ISE and WLC administration 8 Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Out of Scope The Parties acknowledge that the following activities are not included in the scope of this SOW: ? Any work not explicitly detailed in this SOW, including assistance with other client initiatives, is considered out of scope unless there is an appropriate change order. Project Assumptions ? Project planning will be performed during normal business hours Monday-Friday between 0800- 1800 local time of Triden Group's location unless otherwise stated. ? Any work to be performed requiring a network outage will take place outside of regular business hours. Triden Group will work with CUSTOMER to schedule resources as necessary. ? CUSTOMER will provide Triden Group with physical access to the facility as necessary to perform the work. ? CUSTOMER will provide Triden Group with adequate workspace as necessary to perform the work. ? CUSTOMER will provide Triden Group with remote access as necessary to perform the work. ? CUSTOMER is responsible for any copper and/or fiber patch cables needed. Triden Group can provide a separate quote if needed based on type, color, length requested. Project Location Address Multiple locations throughout the city of Rancho Cucamonga Project Personnel Organization City of Rancho Cucamonga Triden Group Triden Group Contact Information Michael Scott Paul Edge Paul.edge@tridengroup.com 949.633.9678 - mobile Michael Voelker michael.voelker@tridengroup.com 858.248.5151 - mobile Title Project Lead Account Executive Sales Engineer Change Control Management ? Any changes that would impact the business operation will be communicated to CUSTOMER before proceeding. ? Any unforeseen changes required for the project's completion will be discussed with 9| Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation CUSTOMER. Triden Group will approach as best effort and additional hours will be agreed to with CUSTOMER. Information Privacy ? All data and information provided by CUSTOMER are subjected to non-disclosure compliance. ? Any confidential information provided by CUSTOMER or discovered during the engagement will be kept solely between Triden Group and the CUSTOMER. ? Any proprietary information, including but not limited to pricing, operating procedures, and financial data shared between Triden Group and CUSTOMER, will NOT be disclosed to any other party that is not involved in the project. Data Protection ? CUSTOMER is responsible for monitoring and maintaining a daily backup of data in the environment. ? Triden Group is NOT responsible for financial loss or damage from the failure of equipment and incidental corruption of data. ? Triden Group is NOT responsible for CUSTOMER data loss. ? Triden Group is NOT responsible for any damages to equipment and or data loss caused by CUSTOMER or third-party vendors. ? All data and information provided by CUSTOMER are subjected to non-disclosure compliance. 10 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Pricing and Invoicing Total: $160,000.00 $40,000.00 invoiced upon signature of this agreement ? $40,000.00 invoiced upon completion of IDF switch deployments ? $40,000.00 invoiced upon completion of internet edge switch/router deployment ? $40,000.00 invoiced upon completion of core switching deployment The SOW amount applies to labor only. All other expenses, such as charges for hardware and software which are necessary to perform the Services as a result of CUSTOMER's unique environment, will be in addition to the SOW and will be invoiced separately and due thirty (30) days after the receipt of such materials by CUSTOMER. Notwithstanding anything to the contrary set forth herein, Triden Group shall provide a written quote for all other expenses expected in connection with the performance of Services hereunder prior to issuance of its first invoice under this SOW, which quote shall be binding on Triden Group once accepted in writing by CUSTOMER. Following acceptance of such quote, no other fees shall be payable by CUSTOMER unless a Change Request is submitted in writing to CUSTOMER and CUSTOMER accepts such Change Request via written authorization in accordance with this SOW. Project Delays Triden Group understands that "business happens" and we are committed to working with you, but in the rare case of repeated rescheduling or delay of a project for 30 or more days by CUSTOMER or vendor. Triden Group may, in its discretion, invoice for the next milestone billing based on the above milestones. This policy is intended to reduce scheduling conflicts with our professional services where these consequences impact other Client's needs. Travel Travel costs and reasonable living expenses are not included in the quoted fees and will be invoiced separately at cost. Once dates for execution are scheduled, CUSTOMER agrees to pay for Triden Group's related travel expenses to accommodate the execution against this SOW. Triden Group will use commercially reasonable efforts to travel in a cost-effective manner given timing and travel requirements. Valid expenses typically include, without limitation, parking, meals, lodging, and transportation. 11 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Triden Group Where Security Protects Innovation Project Acceptance By signing this SOW, the Parties hereto agree to all terms, conditions and covenants contained herein and that they are authorized to make such decisions for their respective organizations. The parties acknowledge that this is a legally binding contract, and the parties fully acknowledge that they each have accepted this SOW of their own free will. This SOW is effective only upon execution by CUSTOMER and Triden Group. This contract is only valid if signed within 30 days from the SOW Effective Date. Organization City of Rancho Cucamonga Triden Group Representative Signature Date Paul Edge, CEO 12 | Page CONFIDENTIAL Docusign Envelope ID: E1210342-27D8-49FB-9814-811927D1E491 Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: E1210342-27D8-49FB-9814-811927D1E491 Status: Completed Subject: Complete with Docusign: CO 2025-238 SIGN-PSA_Triden-Group_SOW Network Refresh Project.pdf Source Envelope: Document Pages: 24 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Tanya Trieu-bui AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) tanya.trieu-bui@cityofrc.us IP Address: 199.201.174.250 Record Tracking Status: Original 2/18/2026 10:53:58 AM Holder: Tanya Trieu-bui tanya.trieu-bui@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Paul Edge paul.edge@tridengroup.com CEO Triden Group Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 209.76.14.243 Sent: 2/18/2026 11:08:18 AM Viewed: 2/18/2026 11:10:54 AM Signed: 2/18/2026 11:11:21 AM Electronic Record and Signature Disclosure: Accepted: 2/18/2026 11:10:54 AM ID: 0cf634dd-8c19-4a36-a84a-41f02add53d2 Derek Pocoroba Derek.Pocoroba@tridengroup.com CTO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.188.6.58 Sent: 2/18/2026 11:11:23 AM Viewed: 2/18/2026 11:41:40 AM Signed: 2/18/2026 11:42:02 AM Electronic Record and Signature Disclosure: Accepted: 2/18/2026 11:41:40 AM ID: 246b091d-231b-448f-88ce-b39459ddd9ac L. Dennis Michael Dennis.Michael@cityofrc.us Mayor/President City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.243.214.228 Signed using mobile Sent: 2/19/2026 10:00:07 AM Viewed: 2/19/2026 10:44:19 AM Signed: 2/19/2026 10:44:53 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Tanya Trieu-bui tanya.trieu-bui@cityofrc.us Management AIde CITY OF RANCHO CUCAMONGA Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 2/18/2026 11:42:04 AM Viewed: 2/18/2026 11:43:39 AM Electronic Record and Signature Disclosure: Not Offered via Docusign City Clerk Services Department ClerkContracts@cityofrc.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 51.54.38.120 Sent: 2/19/2026 10:44:54 AM Viewed: 2/19/2026 11:41:27 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/18/2026 11:08:18 AM Certified Delivered Security Checked 2/19/2026 11:41:27 AM Signing Complete Security Checked 2/19/2026 10:44:53 AM Completed Security Checked 2/19/2026 11:41:27 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Rancho Cucamonga City Clerk's Office (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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