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HomeMy WebLinkAboutItem 11d - Radio Communication Repeater Site Project STAFF REPORT POLICE DEPARTMENT DATE: July 21, 2026 TO: Honorable Mayor and City Council FROM: Roy Nakamura, Chief of Police By: Amber Abeyta, Management Analyst SUBJECT: PROFESSIONAL SERVICES AGREEMENT FOR THE RADIO COMMUNICATION REPEATER SITE PROJECT WITH GRAYDS INC. IN AN AMOUNT NOT TO EXCEED $1,321,077 CEQA: Exempt Recommendation: Approve SUMMARY In January 2025, the Eaton Fire caused significant damage to the Arcadia Police Department’s radio communications repeater site, which includes a communications shelter containing various radio equipment and supporting components, as well as the adjacent radio tower. As a result, a Request for Proposals was issued in January 2026 to address the necessary repairs for this site. GrayDS Inc. submitted the sole proposal that effectively meets the City’s needs and requirements for the project. It is recommended that the City Council approve, authorize, and direct the City Manager to enter into a Professional Services Agreement for the Radio Communications Repeater Site Project with GrayDS Inc., in an amount not to exceed $1,321,077. BACKGROUND The Arcadia Police Department’s primary source of wireless radio communication is the Project 25 (“P25”) Land Mobile Radio System, which operates under the Interagency Communications Interoperability (“ICI”) System. The Department relies on its legacy radio system as a backup and redundant communications system in the event of a P25 failure. Additionally, the City maintains a radio communications repeater site that includes a radio communications tower and shelter, enhancing the Radio Communication Repeater Site PSA July 21, 2026 Page 2 of 4 effectiveness of the P25 system and improving overall communication capabilities. The radio communications repeater site is situated north of the 2200 block of Canyon Road, against the San Gabriel Mountains (approximate coordinates: 34.176565, - 118.026653). The Eaton Fire destroyed the communications shelter containing repeaters, radio frequency (“RF”) equipment, and battery backup equipment. Additionally, the fire compromised the structural integrity of the communications tower. This facility is essential to the operation of the legacy radio communication system. The City has fire insurance for this facility and a claim was submitted and approved to fund a portion of the repair of this important site. DISCUSSION On January 29, 2026, a Request for Proposals (“RFP”) was issued on the City’s website for the repair of the radio communication repeater site, along with a Notice Inviting Proposals, which was published in compliance with City Council Resolution No. 7483. This RFP sought proposals from qualified contractors to supply all necessary labor, equipment, materials, and civil engineering services to design, deliver, construct, and install a self-supporting radio communications tower and shelter. The specifications detailed in the RFP included: • Reconstruction of the communications shelter and tower with suitable foundation. • Installation of Department-provided antennas. • All necessary equipment to include, but not limited to, installation of repeaters, RF equipment, uninterrupted power supply (“UPS”) systems, racks, coaxial cable runs, and power connections to support the legacy radio system. • As-built drawings and specifications delivered to the City upon completion. Additionally, the new shelter and tower must feature a fire-mitigation design, be resistant to weather and corrosion, and be structurally robust enough to endure wildfires, flooding, and other environmental threats. A required site visit to the radio communications repeater site was conducted as part of the RFP on February 10, 2026, with GrayDS Inc. in attendance. Following this initial visit, another site visit was scheduled at the request of Sun Wireless, which they Radio Communication Repeater Site PSA July 21, 2026 Page 3 of 4 attended on February 24, 2026. On March 11, 2026, GrayDS Inc. submitted a proposal, while Sun Wireless did not provide a proposal for undisclosed reasons. GrayDS, Inc. (“GrayDS”), is a family-owned business established in 2013, based in Tennessee, with a Western Division located in Scottsdale, Arizona. The company has extensive tower and site construction experience across the United States, including California. Similar projects GrayDS has completed recently in California include Santa Barabara County’s P25 upgrade design and build of three new sites, 28 towers for Riverside County, and an 80-foot tower replacement on Keller Peak in San Bernardino for the State of California and Cal Fire. A reference check was conducted on the projects listed above and the consensus of GrayDS’s performance was favorable, with few to no issues reported. All of the above-mentioned projects were completed within the designated timeline and budget or amended within reason. As part of the RFP, proposers were required to submit two separate proposals: one with fire mitigation procedures and one without. The Federal Emergency Management Agency (“FEMA”) required this dual proposal because the City is seeking reimbursement for a portion of the project expenses from the Agency. The estimated project cost options based on the proposals submitted by GrayDS are shown below. The complete cost breakdown, project details, and the project timeline are outlined in the proposed Professional Service Agreement (Attachment No. 1). Proposed Project Cost Proposal 1, with Fire Mitigation Procedures $1,321,076.98 Proposal 2, without Fire Mitigation Procedures $1,083,852.84 The proposal for a communications shelter with fire mitigation features, in the amount of $1,321,076.98, was selected and is the preferred option because it offers a comprehensive solution that addresses both connectivity needs and safety concerns. Furthermore, the design integrates advanced materials and technologies that enhance fire resistance, ensuring the protection of critical infrastructure during wildfire events. ENVIRONMENTAL ANALYSIS This project is categorically exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15302 (Class 2 – Replacement or Reconstruction), which exempts the replacement or reconstruction of existing Radio Communication Repeater Site PSA July 21, 2026 Page 4 of 4 structures and facilities on the same site and with substantially the same purpose and capacity as the structures or facilities replaced. The proposed project consists of replacing and reconstructing the existing radio communications repeater tower and shelter, including replacement communications equipment, on the existing site to continue providing substantially the same communications function and capacity as the existing facility. FISCAL IMPACT Sufficient funds in the amount of $1,321,077 for the project cost have been approved as part of the Fiscal Year 2026-27 Equipment Replacement Budget. The City’s insurance was able to cover a portion of the losses. In addition, since the Eaton Fire was designated as a Presidential Major Disaster, the City submitted an application for funding from FEMA; the application was approved for total funding in the amount of $1,024,625, which reflects the total estimated cost provided by the City prior to issuing the Request for Proposals. The City is now pursuing reimbursement of the remaining project cost of $296,452 from FEMA. It is anticipated that the funding received from the City’s insurance coverage and potential reimbursement from FEMA will fully replenish the funds allocated from the Equipment Replacement budget. RECOMMENDATION It is recommended that the City Council determine that this project is exempt under the California Environmental Quality Act (“CEQA”); and approve, authorize and direct the City Manager to execute a Professional Services Agreement for the Radio Communications Repeater Site Project with GrayDS Inc., in an amount not to exceed $1,321,077. Attachment No. 1: Proposed Professional Services Agreement 1 Updated Feb. 2020 AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B.” b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of one million, three hundred twenty- one thousand, seventy-seven dollars and zero cents [$1,321,077]. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which ťťÍèēıôIJťϙbĺϟϙ͐ CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING RADIO COMMUNICATIONS REPEATER SITE PROJECT This Agreement is made and entered into as of ________________, 2026 by and between the City of Arcadia, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 (“City”), and GrayDS, Inc., a Tennessee S Corporation with its principal place of business at 8220 E. Buena Terra Way, Scottsdale, AZ 85250 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. RECITALS A.City is a public agency of the State of California and is in need of professional services for the following project: Radio Communications Repeater Site Project (hereinafter referred to as “the Project”). B.Consultant is duly licensed and has the necessary qualifications to provide such services. C.The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. 2 Updated Feb. 2020 includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Time of Performance. The term of this Agreement shall be from the date of the Notice to Proceed to six months thereafter, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non-performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 3 Updated Feb. 2020 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 8. Standard of Care Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability 4 Updated Feb. 2020 (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability Consultant shall procure and submit evidence of insurance for at least five (5) years from the time that all work under this Agreement is completed. (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. 5 Updated Feb. 2020 b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its 6 Updated Feb. 2020 profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. 7 Updated Feb. 2020 g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. Consultant may provide blanket endorsements to meet the Additional Insured requirement in this written contract. However, all subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers 8 Updated Feb. 2020 (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. All subcontractors’ endorsements shall specifically name the City, its elected officials, officers, employees, volunteers, boards, agents, and representatives as additional insureds and blanket endorsements are not acceptable. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. 9 Updated Feb. 2020 a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. To the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify, and/or hold harmless arise out of Consultant’s performance of “design professional services” (as that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final adjudication that liability under a claim is caused by the comparative active negligence or willful misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). 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 $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). 10 Updated Feb. 2020 b. If the services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub- subconsultants to comply with the same. 15. City Material Requirements. Consultant is hereby made aware of the City’s requirements regarding materials, as set forth in the Radio Communications Repeater Site Project Request for Proposals issued January 29, 2026, and as outlined in outlined in Exhibit A-1 , which are deemed to be a part of this Agreement. 16. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California. 17 Termination or Abandonment 11 Updated Feb. 2020 a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 18 Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 19. Organization Consultant shall assign Dale Gray, Vice President as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 20. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 21. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: 12 Updated Feb. 2020 CITY: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 Attn: Roy Nakamura, Chief of Police CONSULTANT: GrayDS Inc., 8220 East Buena Terra Way Scottsdale, AZ 85250 Attn: Dale Gray, Vice President and shall be effective upon receipt thereof. 22. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 23. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 24. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, 13 Updated Feb. 2020 burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 27. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28. Time of Essence Time is of the essence for each and every provision of this Agreement. 29. City’s Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 30. Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 14 Updated Feb. 2020 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND GRAYDS INC. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA GRAYDS INC. By: By: Dominic Lazzaretto Samuel H. Gray City Manager President Date: Date: ATTEST: By: Dale Gray Vice President By: Date: City Clerk APPROVED AS TO FORM CONCUR: By: By: Michael J. Maurer Roy Nakamura City Attorney Chief of Police 15 Updated Feb. 2020 EXHIBIT A Scope of Services Consultant shall provide all necessary labor, equipment, materials, and civil engineering services to design, deliver, construct, and install a self-supporting radio communications tower and shelter per the terms and conditions set forth in the Radio Communications Repeater Site Request for Proposals issued January 29, 2026, and the Consultants proposal with fire mitigation features. The project tasks are outlined in Exhibit A-1 along with the associated costs. GrayDS Inc. City of Arcadia - Arcadia Police Department Replacement Tower with Fire Mitigation Base + Fire - Base Only TOTAL COST DIFFERENTIAL SUMMARY Base + FIRE Base Bid Cost difference ARCHITECTURE & ENGINEERING SERVICES:62,825.34$ 62,825.34$ OK SITE PERMITTING SERVICES:14,720.00$ 14,720.00$ OK SITE CONSTRUCTION SERVICES SUBTOTAL: 435,405.91$ 368,766.00$ 66,639.91$ This is the Cost Differential of OHP versus UG Power runs FIRE PROTECTION TASKS AND MATERIALS COSTS 134,277.48$ -$ OK 134,277.48$ This is the Cost Differential of Fire Protection tasks and Materials Purchased Construction Contingency / Risk (10%) 56,968.34$ 36,876.60$ 20,091.74$ Cost Differential for Continency in Risk (10% of total Construction) Motorola Replacement Radios (same capability as before Fire)209,252.51$ 209,252.51$ OK Project Management / Field Construction Mgr (Full Time) / Travel 94,475.00$ 83,375.00$ 11,100.00$ Cost Differential for PM/CM for BIP (additional construction time) MATERIALS PROCUREMENT (Tower, Shelter, Generator) - GrayDS including Sales Tax @ 10.5%313,152.41$ 308,037.39$ OK 5,115.02$ TOTAL COSTS Corrected for 10.5%1,321,076.98$ 1,083,852.84$ 237,224.14$ 237,224.14$OK DETAIL TASK BREAKDOWN Description Unit Quantity BASE TOTAL FIRE TOTAL A.3.4.1 Construction Drawings (Typical Design without Electrical Engineering)Each Site 1 9,800.00$ A.3.4.2 Electrical / Mechanical Engineering Drawings Each Site 1 4,275.00$ A.3.8 As-Built: Record Drawings Each Site 1 1,625.00$ Civil Survey Each Site 1 7,250.00$ A.3.8 Geotechnical boring and Soils report (ANSI/TIA 222H requirement)Each Site 1 18,750.00$ 1.1 Utility coordination, and inspections required to reconnect electrical utilities, etc.)Each site 1 6,550.00$ 1.1.c Special inspections/materials testing (concrete, rebar, grout)Each site 1 8,750.00$ ARCHITECTURE & ENGINEERING SERVICES SUBTOTAL 62,825.34$ 1.1 a Preparing, filing and monitoring Building Permitting (does not include permit fees)Each site 1 4,700.00$ 1.1 b SWPPP Plan / Monitoring / Reporting Each site 1 5,020.00$ 1.1. c Permit Fees - Actual Fee invoiced as Pass Through with no markup Each site 1 5,000.00$ SITE LEASING SUPPORT / PERMITTING SERVICES SUBTOTAL 14,720.00$ Arcadia Police Department Replacement Tower (NT, NS, New Radios) Arcadia Police Department Replacement Tower with Fire Mitigation $ - DEMOLITION ARCHITECTURE & ENGINEERING SERVICES: SITE LEASING SUPPORT / PERMITTING SERVICES SITE CONSTRUCTION SERVICES (;+,%,7$ GrayDS Inc. City of Arcadia - Arcadia Police Department Replacement Tower with Fire Mitigation 1.3.1 Remove existing 100 ft SST tower and foundation to 1 ft below ground surface, remove from site to qualified recycle center. Uses crane below to protect Water Tank beside site.Each Tower 100 18,800.00$ 1.3.3 Demo and Removal of existing shelter, debris removed from site to disposal site, requires support equipment with water tank location Each 1 15,375.00$ 1.3.4 Demo and removal of existing concrete pad from burnt down shelter, transport debris to offsite disposal facility Each 1 6,900.00$ 1.3.5 Relocation of Water Radio Cabinet to nearby location agreed to by Water Dept with accessible power Each 1 9,250.00$ Base + Fire Base only 50,325.00$ 50,325.00$OK 1.2a Mobilization and demobilization of crews (civil crew - electrical & tower crews)Each site 2 13,000.00$ 1.3a Storm water protection / Silt fence LF 125 4,687.50$ 1.4.1 Compound Grading and 10' path around it Sq. Ft 2550 19,252.50$ 1.4.5 Create 50 ft gravel fire barrier around compound including brush and small tree removal. Install weed barrier and cover this 2" stone cover.Sq. Ft City Task 1.4.1B Engineering fill and compaction in site compound Cu. Yd. 40 3,840.00$ Base + Fire Base only 40,780.00$ 40,780.00$OK 1.6.4 Guard Post (Bollard), painted hi viz yellow, grounded to ground ring Each 4 4,800.00$ 2.2 g Pad and Pier foundation for self supported tower including excavation, rebar and concrete from RFP Design Documents (can be revised following geotechnical report findings)Cubic Yard 20 34,300.00$ 2.1.1 a Excavation for 18' X 12' Concrete Build in Place or 8'x12' Prefab Shelter (45,000 lbs) with 18" footer - rock near surface, use of rock hammer attachment and jackhammers Each 1 18,920.00$ 2.1.2 a Rebar cages, rebar for mat, rebar placement, concrete placement, concrete finishing for shelter foundation Each 1 9,450.00$ Base only Base + Fire Base only OK PERMIT Southern Cal Edison Power Application and Design - Actual Fee will be billed as pass through Each 1 8,500.00$OKSCE Fees 2.7.4 a 120 / 240 volt, 200 amp, single-phase OVERHEAD electrical service including trenching and installation of appropriately sized electrical conductors buried 30 inches below grade from utility meter to the service disconnect located on the building. LF OK 2.7.4 b Install electrical service underground in 30" trench with utility marker wire and tape. Install 2 - 4" conduit in trench. Concrete slurry over trench at road crossing.LF 160 38,800.00$ 2.8.2 b Trenching across compound and access road to existing SCE power pole on south side of the access road. Includes asphalt cutting, backfill, asphalt patching, final seal coat and steel plate for open trench for one week Each 26 38,447.50$ 2.9.3.a Fire wrap utility pole base 15 ft being used for final pole by SCE Each 1 3,200.50$ 2.9.4 Additional tree removal in 50 foot perimeter of compound CITY TASK City Task 2.8.1 b Exterior grounding for W/G Bridge, shelter, fuel tank, generator per Industry Standards and R56 Each 1 16,750.00$ ICE BRIDGE, ELECTRICAL POWER, AND GROUNDING EXCAVATION / FOUNDATIONS SITE PREPARATION Expand area of clearing a 50 ft wide graveled fire barrier additional fire risk reduction Install underground electrical in conduit buried at depth of 30" for fire risk reduction, replaces Line 53 Road cut required as part of the UG trenching to the SCE power pole Fire wrapping utility pole reduces fire risk The creation of the 50 ft fire barrier removes fuel from the immediate area Removed OHP task since adding Fire Protection addition below, Installing UG trench, road cut, buried conduit and conductor (;+,%,7$ GrayDS Inc. City of Arcadia - Arcadia Police Department Replacement Tower with Fire Mitigation 2.8.2 Fall of Potential three point grounding test of the site. (Verifies Grounding system resistivity)Each site 1 2,550.00$ 2.3A Install waveguide (ice) bridge, including foundation, all required grounding, attachments and hardware (i.e. 3 rungs of single run trapeze kits etc.)Ft. 20 12,500.00$ Base and Fire Base only 120,748.00$ 72,060.00$ 48,688.00$ 3.1 f Self supported tower installation, The installation of tower manufacturer supplied accessories are listed below. (Tower procurement below in separate Materials section)Ft. 100 26,500.00$ 26,500.00$ 26,500.00$ 3.5A Install 16 inch climbing ladder on tower with hardware attachments and safety climb Ft. 100 4,650.00$ 4,650.00$ 4,650.00$ 3.6 a Install 36 inch cable ladder with snap ins and tower hardware Each Tower 100 5,400.00$ 5,400.00$ 5,400.00$ 3.7 b Provide and install R56 Grounding for tower base (Self-supported towers) with unistrut supports and flex conduit anchored to caissons and mat, rock excavation with hammer accessory and jackhammers Each 1 9,480.00$ 9,480.00$ 9,480.00$ 4.2 a Install Customer provided antennas (ANT150s and ANT350s) (up to 12' tall) antenna installation Each 7 6,650.00$ 6,650.00$ 6,650.00$ 3.6 b Install 3 ft. side arms mounts supplied with tower Each 7 6,300.00$ 6,300.00$ 6,300.00$ 4.5 a EW77 elliptical waveguide installation, flanging, connectorization & grounding Each -$-$-$ 4.6A Provide and Install Tower Cable Mounting Hardware (round member/angle adapters, pipe to pipe brackets, galvanized U bolts, etc.) to mount the transmission line to tower every three feet. (exclude line install)Ft. 100 9,750.00$ 9,750.00$ 9,750.00$ 4.3 K Provide and install 4 inch by 24 inch Tinned Ground buss bar at thetop and bottom of tower for grounding RF cables before they make horizontal transition, ground to tower ground ring in flex cable 2 bars per tower (top and bottom)2 1,200.00$ 1,200.00$ 1,200.00$ 4.3 L Install tower top lightning rod, grounding to tower steel Each 1 1,850.00$ 1,850.00$ 1,850.00$ 4.5 f Sweep testing and sweep report Each 1 3,900.00$ 3,900.00$ 3,900.00$ 5.1.6 Commission shelter mounted service disconnect, install exterior AC panel, install hoods and vent covers, commission electrical main at utility meter and connect to alarm panel. including installation of loose material with shelter i.e. awnings, exterior door lights etc. Includes startup of lighting, air- conditioning and power distribution.Each 1 11,750.00$ 11,750.00$ 11,750.00$ 5.1.8 Commission UPS battery backup, integrate into AC power system. Install battery charger.Each 1 5,500.00$ 5,500.00$ 5,500.00$ 3rd Party Rough Terrain (RT)(steep access road to Site) crane mobilization (130 ton crane - one day) including two mob/demob from Los Angeles, one to remove old tower, one to build new tower Each 1 21,525.00$ 21,525.00$ 21,525.00$ 3rd Party Self contained Potty Trailer w handwash station / 12 weeks Each 1 4,650.00$ TOWER AND SHELTER INSTALLATION (;+,%,7$ GrayDS Inc. City of Arcadia - Arcadia Police Department Replacement Tower with Fire Mitigation 138,131.00$ 138,131.00$ 1 Tower - 100 ft standard spread base self supporting tower, solid pipe legs, 16 inch climbing ladder, 36 inch cable ladder, ice shields, anchor bolts - shipping for anchor bolts and tower (separate to allow foundation to be poured)1 60,478.33$ 1.1 Cost differential for solid pipe legs versus hollow pipe legs for tower 1 7,544.06$ Fire Response 2 Ice bridge kit - 2 section of 10 feet with 3 - 12 ft posts per section, 3 level trapeze for cable management 2 6,814.00$ 3 Supply and Offload 8'x12' refurbished Pre-fabricated concrete shelter (45,000 lbs)1 178,242.35$ 3.1 Cost differential for CMU Concrete BIP shelter with concrete roof 1 16,935.40$ TOWER CABLING MATERIALS 4 Coax - 7/8" - tower dependant 945 7,418.25$ 5 Coax - 1/2" superflex - interior jumpers 100 2,701.00$ 6 Connectors, grounding kits, hoisting grips, waterproofing kits 1 3,229.22$Fire Response 8 Motorola Replacement Radios (1 VHF base station, 3 SLR8000 Repeaters, UPS, Seismic Rack with integrated PDC) - Full list of parts and materials in Appendix D 1 209,252.51$ Motorola Radios Not including in Materials total since a separate line item above (I10) but included here for tax calculation 9 Spares level to support lower Mean Time to Repair after future fire or other disruption event 1 17,465.00$ Fire Response 10 Spares Level - Coaxial cable, connectors and spare antenna (1 UHF, 1 VHF each)1 6,770.00$ Fire Response only - Material included in Fire Response Line (I8 above), removed from Materials Total above 7 SALES TAXES FOR MATERIALS AT 10.5% 1 54,269.26$ 5,115.02$ Tax on Fire Mitigation materials only TOTAL TOTAL 313,152.41$ 134,277.48$ MATERIALS PROCUREMENT DETAIL (for Line 78) (;+,%,7$ 17 Updated Feb. 2020 EXHIBIT B Schedule of Charges/Payments In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of one million, three hundred twenty-one thousand, seventy-seven dollars and zero cents [$1,321,077]. Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. The total cost is summarized below, and the detailed task breakdown is provided in Exhibit A-1. Task Cost ARCHITECTURE & ENGINEERING SERVICES: $ 62,825.34 SITE PERMITTING SERVICES: $ 14,720.00 SITE CONSTRUCTION SERVICES SUBTOTAL: $ 435,405.91 FIRE PROTECTION TASKS AND MATERIALS COSTS $ 134,277.48 Construction Contingency / Risk (10%) $ 56,968.34 Motorola Replacement Radios (same capability as before Fire) $ 209,252.51 Project Management / Field Construction Mgr (Full Time) / Travel $ 94,475.00 MATERIALS PROCUREMENT (Tower, Shelter, Generator) - GrayDS including Sales Tax @ 10.5% $ 313,152.41 TOTAL COSTS $ 1,321,076.98 18 Updated Feb. 2020 EXHIBIT C Activity Schedule The project will begin on the date of the Notice to Proceed. The anticipated completion date is set for 154 days from that same date; however, this timeline may be adjusted due to unforeseen circumstances, as mutually agreed upon by the City and the Consultant. The project timeline is outlined in Exhibit C-1. ID Task Name Duration Start 1 City of Arcadia - Police Communications Tower Replacement 154 days Mon 7/27/26 2 Kickoff Meeting / Site Walk 1 day Mon 7/27/26 3 Geotechnical Boring / Soils Re15 days Tue 7/28/26 4 Civil Topographic Survey 15 days Tue 7/28/26 5 Clearing Trees 10 days Tue 7/28/26 6 Engineering Design 53 days Tue 8/18/26 7 Engineering Drawings - Site Plan, Preliminary CDs (80%) 22 days Tue 8/18/26 8 City Approval of Drawings 7 days Thu 9/17/26 9 Utility Coordination - SoCalE5 days Thu 9/17/26 10 Final CDs - Approved by City of Arcadia, Police D 7 days Mon 9/28/26 11 City of Arcadia - Permitting / Zoning Approvals 15 days Wed 10/7/26 12 Permit Approval Received 1 day Wed 10/28/26 13 Notice to Proceed 1 day Thu 10/29/26 14 Long Lead Time Procurement 74 days Thu 9/17/26 15 Tower 10 wks Thu 9/17/26 16 Shelter Components (Fire Doors, HVAC units, etc) 6 wks Wed 10/7/26 17 Radios / UPS 12 wks Wed 10/7/26 18 On-Site Construction 86 days Thu 10/29/26 19 Crew Mobilization 1 day Thu 10/29/26 20 Construction Tasks 85 days Fri 10/30/26 21 Relocated Water Department Radios 3 days Fri 10/30/26 22 Demolition 5 days Fri 10/30/26 23 Remove Existing Tower 3 days Fri 10/30/26 24 Remove Existing Pad 2 days Wed 11/4/26 25 Remove Existing CMU block building 2 days Wed 11/4/26 26 New Site Construction 80 days Fri 11/6/26 27 Compound Grading 5 days Fri 11/6/26 28 Install Tower Foundation5 days Fri 11/13/26 29 Delivery and Tower Installation, Crane on it 2 days Thu 11/26/26 30 Install Shelter Foundatio 3 days Fri 11/13/26 31 SCE Pre-Trenching Inspection, Trenching, Conduit Placement, Inspection 8 days Wed 11/18/26 32 Build New Build In Place (CMU Block) Bildi 45 days Wed 11/18/26 33 Build Wall and Roof 15 days Wed 11/18/26 34 Internal Walls, Insulation, Lights 15 days Wed 12/9/26 35 Install HVAC & Electrical Components 15 days Wed 12/30/26 36 Install Ice Bridge, Bollard3 days Wed 1/20/27 37 Exterior Below Grade Grounding Installation 4 days Wed 1/20/27 38 Site Grading and Cleanup2 days Tue 1/26/27 39 SCE - Meter install, Commissioning of AC P 1 day Thu 1/28/27 40 Commercial Power Comp0 days Thu 1/28/27 41 Shelter Testing and Acceptance 2 days Fri 1/29/27 42 Radio Installation, Testing, Drive Test Cfi i 7 days Tue 2/2/27 43 Site Punch Walk 0 days Wed 2/10/27 44 Punch List Resolutions 3 days Thu 2/11/27 45 Tower, Shelter, Grounding and Radio Acceptance by City of Arcadia / Arcadia PD 1 day Tue 2/16/27 46 Close out Package (As Built Drawings, Inspection sheets, Testing Results, Warranty Information) 7 days Wed 2/17/27 7/27 Geotech Firm Survey Firm City of Arcadia GrayDS City of Arcadia,GrayDS GrayDS City of Arcadia,GrayDS City of Arcadia City of Arcadia Sabre Tower GrayDS Motorola / Day GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS GrayDS 1/28 City of Arcadia Day Wireless 2/10 GrayDS 2/16 GrayD 19 24 29 3 8 13 18 23 28 2 7 12 17 22 27 2 7 12 17 22 27 1 6 11 16 21 26 1 6 11 16 21 26 31 5 10 15 20 25 30 4 9 14 19 24 1 6 August 2026 September 2026 October 2026 November 2026 December 2026 January 2027 February 2027 Marc Task Split Milestone Summary Project Summary External Tasks External Milestone Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only Deadline Progress Manual Progress City of Arcadia Police Dept / GrayDS Construction Schedule Wed 6/10/26 Page 1 (;+,%,7& $FWLYLW\6FKHGXOH