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HomeMy WebLinkAboutCO 2026-030 - All Kids Bike____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 1 Last Revised: 10/02/13 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 30th day of March, 2026, by and between the City of Rancho Cucamonga, a municipal corporation (“City”), and All Kids Bike, a company providing a “Learn-to-bike" kindergarten P.E. program (“Consultant”). A.City has heretofore issued its request for proposals to perform the following professional services: P.E. teacher training course and certification, ready-to- teach curriculum, learn to ride equipment, which includes 24 Strider balance-to-pedal bikes, pedal conversion kits, fully adjustable student helmets, and an adult instructor bike with pedal conversion kit and helmet, storage racks, and program support (“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 provide the All Kids Bike program contemplated by this Agreement in a good and professional manner. NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 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 provide all equipment and professional services described in Recitals “A” and “B” above, including, but not limited to providing 5 elementary schools with a P.E. teacher training course and certification, ready-to-teach curriculum, program support, learn to ride equipment and storage racks, which will become property of the school, all as more fully set forth in the Consultant’s proposal, dated July 17th, 2025 and entitled “Scope 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 City of Rancho C ucamonga CONTRACT NUMBER 2026-030 Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 2 Last Revised: 10/02/13 Scope of Work and this Agreement, the terms 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 “ ”. 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 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. 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 end upon delivery of 5 programs or by June 30, 2026, whichever occurs first. Access to training and curriculum is for the life of the program (7-10 years) 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 requirements have been fulfilled. Parties to this Agreement shall have the option to renew in 1 year(s) increments to a total of 5 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 Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 3 Last Revised: 10/02/13 accordance to 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 $45,000 (forty-five thousand dollars), including all out of pocket expenses, unless additional compensation is approved by the City Manager or 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. 4.4 All records, invoices, 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 Jason Welday, 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. Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 4 Last Revised: 10/02/13 5.2 Consultant Representative. For the purposes of this Agreement, Lisa Weyer 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 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.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 Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 5 Last Revised: 10/02/13 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. 8.Conflict of Interest. 8.1 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. 8.2 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. 8.3 Consultant 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 8.1. 9.Indemnification. 9.1 Professional Services. In the connection with its professional services, the Consultant shall defend, indemnify, and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 6 Last Revised: 10/02/13 contractors in the role of City officials, (collectively, “Indemnitees”), free and harmless 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 arise 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 pay all reasonable defense costs and expenses, including actual attorney’s fees and experts’ costs incurred in connection with such defense. 9.2 Other Indemnities. In connection with all Claims not covered by Section 9.1, and to the maximum extent permitted by law, 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 acts, omissions, activities or operations of Consultant or any of its officers, employees, subcontractors, subconsultants, 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. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 9.3 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. 9.4 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. 9.5 Survival. The provisions of this Section 9 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. Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 7 Last Revised: 10/02/13 10.Insurance. 10.1 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. 10.2 Minimum Scope of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1)Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2)Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3)Worker’s Compensation insurance as required by the State of California, and Employer’s Liability Insurance. (4)Professional Liability insurance in a form approved by the City, having, at City’s option, an extended reporting period of not less than three (3) years; or professional liability insurance shall be maintained for a period of three (3) years after completion of the Services which shall, during the entire three (3) year period, provide protection against claims of professional negligence arising out of Consultant’s performance of the Services and otherwise complying with all applicable provisions of this Section 10. The policy shall be endorsed to include contractual liability to the extent insurable. 10.3 Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1)Commercial General Liability: $1,000,000 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. Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 8 Last Revised: 10/02/13 (3)Employer’s Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers’ Compensation Insurance in the amount required by law. (4)Professional Liability: $1,000,000 per claim/aggregate. (5)The Insurance obligations under this agreement shall be the greater of (i) the Insurance coverages and limits carried by the Contractor; or (ii) the minimum insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this Agreement. 10.4 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. 10.5 Other Insurance Provisions. (1)The commercial general liability and automobile liability policies are to contain the following 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, Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 9 Last Revised: 10/02/13 employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be excess of Consultant’s insurance and shall not contribute with it. (3) 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. (4) Contractor shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor’s sole cost and expense. (5) 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. (6) 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. (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 any and all other required insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 10 Last Revised: 10/02/13 10.6 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 Endorsement(s), (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 insurer(s) 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. 10.7 Contractor agrees to 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. Contractor 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 to require each of its subcontractors to include these same provisions in its contract with any sub- subcontractor. 11. 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. 12. 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. Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 11 Last Revised: 10/02/13 13. 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 Post Office Box 807 Rancho Cucamonga, CA 91729 Attn: Clarence De Guzman If to Consultant: Strider Education Foundation Lisa Weyer 2221 N. Plaza Drive Rapid City, SD 57702 14. NonDiscrimination 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. 15. Assignment and Subcontracting. Consultant shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Consultant’s 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. 16. 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. CONSULTANT is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, CONSULTANT agrees to Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 12 Last Revised: 10/02/13 fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm CONSULTANT shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. CONSULTANT shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 17. 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. 18. 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. 19. 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. 20. 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. 21. 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. 22. 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 Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 ____________ Vendor Initials PSA with Professional Liability Insurance (non-design) Page 13 Last Revised: 10/02/13 amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Consultant Name: All Kids Bike By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title By: ______________________________ Name Date ______________________________ Title City of Rancho Cucamonga By:________________________________ Name Date _________________________________ Title (two signatures required if corporation) Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 3/31/2026 | 11:35 AM EDT Executive Director 3/31/2026 | 9:09 AM PDT Director of Engineering Services July 17, 2025 To Whom It May Concern: This document serves to justify the sole source designation of the All Kids Bike Kindergarten PE Learn-to-Ride Program as the exclusive provider of a complete kindergarten physical education bicycling curriculum using Strider Balance Bikes and integrated teacher training. A comprehensive program of this nature using this type of equipment is not available from any other organization. This program is designed, manufactured, and distributed by Strider Sports International and available only through the Strider Education Foundation and authorized international Strider franchisees. While various youth biking initiatives exist, none specifically target children as young as those in kindergarten with a comprehensive, step-by-step approach to learning to ride. All Kids Bike is, to our knowledge, the only program that provides a complete Learn-to- Ride solution, including balance-to-pedal convertible bikes, helmets, and kickstands, along with structured teacher training and an in-class curriculum aligned with national education standards. Product/Program Description: The All Kids Bike Kindergarten PE Learn-to-Ride Program is a ready-to-teach, standards-aligned physical education curriculum designed to teach kindergarten students how to ride a bike in PE class. The program includes: Comprehensive proprietary video-based training provided to every instructor to ensure a confident and successful Learn-to- Ride experience Fully developed, ready-to-teach curriculum featuring 8 structured lesson plans aligned with SHAPE America’s National Physical Education Standards that guide students step-by-step through the Learn-to-Ride process via instruction, games, activities and progression milestones. A fleet of 24 Strider 14-inch balance-to-pedal bikes 24 pedal conversion kits 24 fully adjustable student helmets An adult instructor bike with pedal conversion kit and adult helmet 2 custom-designed metal rolling storage racks to keep all student equipment organized, protected, and ready for use Ongoing program and technical support for the life of the program Two-year warranty on all equipment Sole Source Justification: All Kids Bike is the only national provider of a fully integrated Learn-to-Ride bicycle program designed to be taught as part of in- school physical education classes that combines: 1. Strider Balance-to-Pedal Bikes: o Strider is the only manufacturer offering balance bikes with pedal conversion kits tailored specifically for early learners. o Their proprietary design supports the balance-first method, which research shows is a more effective and confidence-building approach to teaching young children how to ride. 2. Proprietary Curriculum: o The All Kids Bike curriculum is exclusively developed by the Strider Education Foundation for kindergarten PE settings and is not available through any other vendor. o The curriculum is aligned to SHAPE America national standards and includes structured milestones, games, and evaluation tools. 3. Integrated Teacher Training: EXHIBIT A Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 o Video-based, self-paced training developed by All Kids Bike is required to ensure consistent instruction and implementation. o Training includes bike assembly guidance, lesson delivery support, and milestone identification strategies. 4. Program Support & Warranty: o Includes direct support from the All Kids Bike team, replacement parts guidance, and a two-year warranty on all equipment. No Comparable Alternatives: No other vendor offers a comprehensive, all-in-one bicycling program specifically tailored to kindergarten PE, combining bike fleet, curriculum, teacher training, and long-term support. All Kids Bike is the only provider using Strider balance bikes with a proprietary pedal conversion system and exclusive education materials designed for this age group. All Kids Bike Kindergarten PE Learn-to-Ride Program Proprietary Equipment: The equipment used in the All Kids Bike Kindergarten PE Learn-to-Ride Program is the state-of-the-art and proprietary Strider 14x technology which has recently been issued four U.S. Patents. Strider Sports International is the developer and manufacturer of the equipment and is known worldwide as the leader in children’s bikes. Patent Number Item Date Issued D833,336 Footrest for a Convertible Bicycle 11/13/2018 D843,271 CRANKSET FOR A CONVERTIBLE BICYCLE 3/19/2019 D864,040 ATTACHMENT RECEIVER FOR A CONVERTIBLE BICYCLE 10/22/2019 10,611,424 Conversion Bicycle Apparatus 4/7/2020 Further, Strider Sports International has developed a unique version of the Strider 14x bike made exclusively for All Kids Bike. This version of the Strider 14x has several features specifically chosen for use in the kindergarten classroom such as proprietary no-air urethane tires and simplified handlebar stem for reduced teacher burden of maintenance and adjustment, plus integrated kickstand for easy storage and use. Value-Added Benefits Provided by the Strider Education Foundation and Manufacturer Support Compared to the Cost of the All Kids Bike Kindergarten PE Learn-to-Ride Program DESCRIPTION PRICE PER PROGRAM Services: Teacher training, program implementation, curriculum license fee, and program support and portal access for life of program (est. 7-10 years) 8,500.00 Equipment: 24 Strider 14x AKB-Specific Bikes, 24 Pedal Conversion Kits, 24 Kickstands, 24 Student Helmets, 1 Strider 20" teacher instruction bike with pedal kit and adult helmet 8,749.27 Storage: 2 custom-designed metal rolling storage racks each designed to hold 12 bikes, 12 pedal kits, and 12 helmets. 1,599.98 TOTAL VALUE OF PROGRAM $18,849.25 The All Kids Bike Kindergarten PE Learn-to-Ride Program cost $9,000 Respectfully, Lisa Weyer Executive Director Strider Education Foundation lisa@allkidsbike.org EXHIBIT A Docusign Envelope ID: 55EC975D-118E-4800-9461-EFC3948D96C0 Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: 55EC975D-118E-4800-9461-EFC3948D96C0 Status: Completed Subject: Complete with Docusign: CO 2026-030 PSA City With Prof Liability_All Kids Bike Source Envelope: Document Pages: 15 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 13 Nicole Burnes AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) nicole.burnes@cityofrc.us IP Address: 35.150.146.153 Record Tracking Status: Original 3/23/2026 4:27:26 PM Holder: Nicole Burnes nicole.burnes@cityofrc.us Location: DocuSign Signer Events Signature Timestamp Lisa Weyer lisa@allkidsbike.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 2605:4a80:a400:1190:60b4:6e23:8aa9:f12b Sent: 3/23/2026 4:38:53 PM Resent: 3/30/2026 1:18:14 PM Resent: 3/31/2026 7:44:59 AM Viewed: 3/31/2026 8:33:16 AM Signed: 3/31/2026 8:35:33 AM Electronic Record and Signature Disclosure: Accepted: 3/30/2026 1:36:49 PM ID: 31fccabc-4717-4dcf-8578-36e9a6440f22 Jason Welday Jason.Welday@cityofrc.us Director of Engineering Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.201.174.250 Sent: 3/31/2026 8:35:34 AM Resent: 3/31/2026 9:07:11 AM Viewed: 3/31/2026 9:08:03 AM Signed: 3/31/2026 9:09:38 AM Electronic Record and Signature Disclosure: Accepted: 3/31/2026 9:08:03 AM ID: 81369c8b-bd28-4f23-bddb-338e4b57d87a 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 City Clerk's Office ClerkContracts@CityofRC.us City Clerk City of Rancho Cucamonga Security Level: Email, Account Authentication (None) Using IP Address: 199.201.174.250 Sent: 3/31/2026 9:09:39 AM Viewed: 4/1/2026 2:06:38 PM 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 3/23/2026 4:38:53 PM Envelope Updated Security Checked 3/30/2026 4:09:23 PM Envelope Updated Security Checked 3/30/2026 4:09:23 PM Envelope Updated Security Checked 3/30/2026 4:09:23 PM Certified Delivered Security Checked 4/1/2026 2:06:38 PM Signing Complete Security Checked 3/31/2026 9:09:38 AM Completed Security Checked 4/1/2026 2:06:38 PM 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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