Agenda packet — Baldwin Park City Council, September 20, 2023 (part 2 of 3)

7. Required Forms 7.1 Certification of Qualification RFP #: _________ The undersigned hereby submits its proposal and agrees to be bound by the terms and conditions of this Request for Proposals (RFP). 1. Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or any work connected with this proposal. Should any agreement be approved in connection with this Request for Proposals, Proposer declares and warrants that no elected or appointed official, officer or employee of the City, during the term of his/her service with the City shall have any direct interest in that agreement, or obtain any present, anticipated or future material benefit arising therefrom. 2. By submitting the response to this request, Proposer agrees, if selected to furnish services to the City in accordance with this RFP. 3. Proposer has carefully reviewed this proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the Proposer and that the Proposer is responsible for them. 4. It is understood and agreed that the City reserves the right to accept or reject any or all Proposals and to waive any informality or irregularity in any proposal received by the City. 5. The proposal response includes all of the commentary, figures and data required by the Request for Proposals. 6. The proposal shall be valid for 90 days from the date of submittal. 7. Proposer acknowledges that the City may issue addendums related to this RFP and that the proposer has reviewed the following addendums which have been issued: Addendum: _____________________________ Addendum: _____________________________ Addendum: _____________________________ Addendum: _____________________________ 8. Proposer further acknowledges the provisions of any addendums issued have been incorporated into their proposal. Signature of Authorized Representative: _______________________________ Printed Name and Title: ____________________________________________

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7.2 Non-Collusion Affidavit RFP #: _________ The undersigned declares states and certifies that: City of Baldwin Park 1. This proposal is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation. 2. This proposal is genuine and not collusive or sham. 3. I have not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and I have not directly or indirectly colluded, conspired, connived, or agreed with any other Proposer or anyone else to put in a sham proposal or to refrain from submitting to this RFP. 4. I have not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the fee schedule price or to fix any overhead, profit or cost element of the fee schedule price or to secure any advantage against the City of Baldwin Park or of anyone interested in the proposed contract. 5. All statements contained in the proposal and related documents are true. 6. I have not directly or indirectly submitted the fee schedule price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any person, corporation, partnership, company, association, organization, RFP depository, or to any member or agent thereof, to effectuate a collusive or sham proposal. 7. I have not entered into any arrangement or agreement with any City of Baldwin Park public officer in connection with this proposal. 8. I understand collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards. Signature of Authorized Representative: ____________________________________________ Printed Name and Title: ____________________________________________

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7.3 Compliance with Insurance Requirements RFP #: _________ The selected consultant will be expected to comply with the City's insurance requirements contained within this RFP. The undersigned declares states and certifies that: 1. Proposer agrees, acknowledges and is fully aware of the insurance requirements as specified in the Request for Qualifications. 2. If selected, proposer agrees to accept all conditions and requirements as contained therein. Signature of Authorized Representative: ____________________________________________ Printed Name and Title: ____________________________________________

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7.4 Acknowledgement of Professional Services Agreement RFP #: _________ City of Baldwin Park The selected consultant will be expected to comply with and sign the City’s Professional Services Agreement. Proposers should identify and/or indicate any exceptions to the Sample Professional Services Agreement included in Section 6.2. The City Attorney or their designee retains the discretion to accept or reject proposed exceptions or modifications to the City s Professional Services Agreement. 1. Proposer agrees, acknowledges and is fully aware of the conditions specified in the City’s Sample Professional Services Agreement. 2. Proposer agrees to accept all conditions and requirements as contained therein with exceptions noted as follows: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ________________________________________________ Signature of Authorized Representative: ____________________________________________ Printed Name and Title: ____________________________________________

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7.5 Debarment and Suspension Certification This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 13 CFR Part 145. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). Copies of the regulations are available from local offices of the U.S. Small Business Administration. (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS ON THE SECOND PAGE) (1) The prospective consultant certifies to the best of its knowledge and belief that it and its principals: (a) Are not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within a three-year period preceding this application had one or more public transactions (Federal, State, or local) terminated for cause or default. (e) Have been registered and have an active status on sam.gov (2) Where the prospective consultant is unable to certify to any of the statements in this certification, such prospective consultant shall attach an explanation to this proposal. Business Name Date By Name and Title of Authorized Representative Signature of Authorized Representative

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INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective primary participant is providing the certification set out below. 2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction. 3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If is is later determined that the prospective primary participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 4. The prospective primary participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 5. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of the rules implementing Executive Order 12549. You may contact the department or agency to which this proposal is submitted for assistance in obtaining a copy of those regulations (13 CFR Part 145). 6. The prospective primary participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 7. The prospective primary participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion--Lower Tier Covered Transactions," provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 8. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the ineligibility of its principals. Each participant may, but is not required to, check the Non-procurement List. 9. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default.

EXHIBIT B

PROPOSAL

IRVINE OFFICE
250 COMMERCE, SUITE 200
IRVINE, CA 92602
www.railpros.com
AUGUST 7, 2023

PROPOSAL FOR
Construction Management Services
for CIP 19-31, Street Improvements at
Pacific Avenue and Bogart Avenue Traffic
Signal and Rail Crossing Safety Project
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project

TABLE OF CONTENTS

SECTION PAGE

1. Cover Letter 1

2. Firm Profile 2

3. Organization Chart 3

4. Bios of Key Staff 4

5. Relevant Experience and References 12

6. Project Management Plan 16

7. Required Forms

8. Fee Schedule (included in a separate, sealed envelope)

Rail isn’t a part of our business, it IS our business
SECTION 1
Cover Letter
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project August 7, 2023
City of Baldwin Park
City Clerk’s Office
14403 Pacific Avenue
Baldwin Park, CA 91706
Subject: Construction Management Services for CIP 19-31 Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project
Dear Members of the Selection Committee,
The City of Baldwin Park’s (City) Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project (CIP 19-31) will signalize the existing stop-controlled intersection at Pacific Avenue and Bogart Avenue. The existing grade crossing at Pacific Avenue will be modernized to current SCRRA standards and signalization of this intersection will increase safety by allowing queued cars on the tracks to clear the intersection prior to trains passing through the crossing.

MEET THE RAILPROS TEAM
RailPros has formed a team with extensive rail CM and inspection experience.

This experience provides understanding of typical challenges that exist in rail CM, along with opportunities where our team can provide creative solutions for various complexities that arise. RailPros has a long history of experience in all rail modes, including commuter railroads such as SCRRA/Metrolink, LOSSAN Rail Corridor Agency, SBCTA, and NCTD; light rail; DMUs; and Class I freight railroads such as UPRR and BNSF.

Leading the RailPros team is Phil Hodges, Contract Manager/Construction Manager. Phil will serve as the daily point of contact with City staff and has 75% availability for the project duration.

Joining the RailPros team to provide Traffic Signal Inspection is Global Signals Group, Inc. (Global). Global is a California licensed C-10 (Electrical) contractor formed by a team of dedicated Railroad Signal and Communications Engineers Traffic Signal Inspector Randall Bird brings his extensive traffic signal preemption experience to the team.

ESTABLISHED EXPERIENCE
Setting the RailPros team apart is our previous work on this project; Phil led this same team as Project Manager for the City’s 100% Plan Review and Construction & Maintenance Agreement review. Phil will leverage this knowledge and provide a truly seamless transition into the construction phase. We have a unique understanding of project issues and constraints and how to protect the City’s interests while delivering a successful project.

In addition, the team’s extensive experience with SCRRA/Metrolink as On-Call Construction Management consultant and recent design and construction management for the City of Oceanside’s Quiet Zone/Grade Crossing Safety Improvements adds an extra layer of efficiency that is hard to find.

We are excited to continue our relationship with City staff to provide successful project delivery of the Pacific Avenue and Bogart Avenue safety improvement project.

Sincerely,
RailPros
Phil Hodges Nathan Ortega, PE
Project Manager Vice President of Engineering - West Region Contract Manager/Construction Manager
1 COVER LETTER
Contact Person Authorized
to enter into an Agreement
with the City:

Nathan Ortega, PE
Vice President of Engineering -
West Region
250 Commerce Street, Suite 200
Irvine, CA 92602
[email protected]
(714) 824.7735
Contract Manager
Phil Hodges
[email protected]
(256) 390-2785
Addenda Acknowledgment
We acknowledge the receipt of
the following addenda:

Addenda Nos. 1, 2, and 3 - issued
July 19, 2023
Addendum No. 4 - issued
July 31, 2023
PAGE 1
Rail isn’t a part of our business, it IS our business
SECTION 2
Firm Profile
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project RailPros is a privately-owned California corporation established in 2000 to provide professional engineering services to rail transit public agencies and Class 1 freight rail companies throughout the region and nationwide. With four offices in Southern California, our 200+ locally-based professionals cover a range of services that support the design and construction of complex rail projects on active rail corridors. RailPros has a long history of experience in all rail modes including commuter railroads, including SCRRA/Metrolink, LOSSAN Rail Corridor Agency, SBCTA, and NCTD; light rail; DMUs, and Class I freight railroads such as UPRR and BNSF.

RailPros has formed a team with extensive rail CM and inspection experience.

This experience provides understanding of typical challenges that exist in rail CM, along with opportunities where our team can provide creative solutions for the various complexities that arise.

RailPros offers complete CM services for railway projects. We work extensively with railroad staff, contractors, and third-party agencies to coordinate, manage, and deliver construction projects located on or around a railroad. Our CM services include providing construction managers, resident engineers, office engineers, schedulers, inspectors, rail-safety officers, and administrative staff with a keen understanding of each phase of rail construction.

RailPros’ Construction Managers have a dedicated emphasis on establishing and monitoring schedules and budgets, while developing creative solutions to project challenges. This allows our team to be responsive, flexible, and efficient; while keeping your goals and interests as our top priority.

Grade Crossing Construction. RailPros brings an extensive list of locally-based leaders in grade crossings and signal systems who will leverage existing relationships with several of the City’s major project stakeholders to expedite critical project decisions. The team understands the intricacies of constructing rail, signal, and roadway improvements within an operating railroad environment.

Safety Management. At RailPros, safety is the most important objective of any project we oversee. In fact, the primary service we provide is On Track Safety (OTS) services to railroads nationwide, and we currently hold contracts with every Class 1 railroad.

Our ability to oversee safety-sensitive activities across so many different railroads is founded on our internal safety and training programs - in addition to our strategic hiring. Over one-third of our employees are former railroad employees who bring their valuable knowledge of working in an operating railroad environment.

Joining the RailPros team to provide Traffic Signal Inspection is Global Signals Group, Inc. Global is a California licensed C-10 (Electrical) contractor formed by a team of dedicated Railroad Signal and Communications Engineers whose experience is truly global. They are experienced in the engineering and delivery of rail signal projects on commuter and freight properties, as well as light rail/transit (metro) systems. Global has expertise in all aspects of rail crossing and signal projects, and is well-versed in developing both electrified (OCS and third rail) and non-electrified systems worldwide.
2 FIRM PROFILE
Primary Point of Contact
Phil Hodges
401 B Street, Suite 2360
San Diego, CA 92101
[email protected]
(256) 390-2785
Type of Business Entity
RailPros is a California Corporation
Federal Employment I.D.

Number: 33-0905680
RailPros is not Totally or
Partially Owned by another
Business Organization or
Individual
Number of Years in Business
as RailPros, Inc.: 23
Number of Years providing
Required, Equivalent, or
Related Services.: 23
RailPros has no Failures
or Refusals to Complete a
Contract
PAGE 2
Rail isn’t a part of our business, it IS our business
SECTION 3
Organization Chart
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project Engaged with the City since the design of Pacific Avenue and Bogart Avenue project reached the 90% milestone, RailPros provided constructability review comments, giving our team unparalleled knowledge of the design intent.

In addition, our team provided review and comments on the SCRRA/Metrolink C&M agreement, allowing the City to negotiate on the final terms of the agreement. This team has an in-depth understanding of the project and all project stakeholders.

Phil Hodges will serve as dedicated Contract Manager/Construction Manager - he is committed as the daily point of contact and has 75% availability for the duration of this project. 3 ORGANIZATION CHART
Phil Hodges
Contract Manager/Construction Manager
Blake Loftus, PE
As-Needed Inspector
Randall Bird
Global Signals
Traffic Signal Inspector
Ricky Kissel, PE
Resident Engineer/
Inspector
Larry Shaw
Principal-in-Charge
Key Staff Bios are located in Section 4
PAGE 3
Rail isn’t a part of our business, it IS our business
SECTION 4
Bios of Key Staff
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project 4 BIOS OF KEY STAFF

PHIL HODGES

CONTRACT MANAGER/

CONSTRUCTION MANAGER

SUMMARY OF QUALIFICATIONS
Phil is a highly-qualified railroad professional with over 15 years of experience.

He has demonstrated his ability to manage capital projects across all modes, including locomotive and fleet overhauls, signal systems, communication systems, and track structures. He has assisted in planning, coordinating, prioritizing, and executing capital projects from inception to completion, as well as coordinating and planning new project start-ups and mobilization. He has extensive experience in the field, monitoring capital projects during construction and performing numerous inspections of civil and track work for adherence to contract documents and industry standards.

He was also responsible for developing engineering estimates for proposed capital projects, coordinating work between multiple government agencies and contractors, and managing rail asset inventory including track infrastructure, bridges, culverts, and signal systems. Phil has analyzed rail wear trends and patterns to forecast maintenance work over the life of the project.

Phil is an experienced technical writer responsible for multiple rail plans including testing procedures, CWR plans, capital plans, engineering instructions, and fleet management. He’s a subject matter expert on track geometry, velocity calculations, report analysis, and design engineering, and is also experienced in Primavera, AutoCAD, MicroStation, Trimble Business Center, and Trimble Pathfinder Office.

The street segment will tie into the proposed improvements for the Bogart Avenue Quiet Zone Project and the recent downtown improvements on Ramona Boulevard.

Improvements include reconstruction of portions of the street structural section including sub-surface preparation; subgrade and constructing aggregate base and asphalt concrete (AC) pavement sections; and construction of sidewalk, accessible pedestrian ramps, and major curb/gutter repairs. The project will also include traffic improvements such as a new high-visibility crosswalk and a new traffic signal or hawk system installation for pedestrian crossings.

EDUCATION
BS, Civil and Environmental
Engineering, University of
Alabama

PROFESSIONAL

AFFILIATIONS
Member, Chi Epsilon Civil
Engineering Honor Society
Member, Associated Builder
and Contractors
“Because I served as Project
Manager for the PS&E Review
and C&M Agreement Review
for this project - with the
same team presented here - I
am confident that RailPros is
the ideal team to to deliver
the project knowledgeably
and efficiently.”
PAGE 4
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project Quiet Zone/Grade Crossing Safety Improvements, City of Oceanside, Oceanside, CA Phil provided construction oversight, quality control, and coordination signalization for the Mission Avenue/Myers Street Intersection, part of seven multi-track at-grade crossings involving $6 million in improvements including sidewalk modifications; pedestrian channelization and gates; median extensions; roadway modifications; driveway relocations, interconnected Queue-Cutter traffic signals, railroad signal warning device relocations, replacements and system modifications; and other safety measures for a quiet zone. The project involved several railroad operators (Coaster, Amtrak, SCRRA/Metrolink, and BNSF) as well as coordination with multiple stakeholders.

SCRRA/Metrolink State of Good Repair – Orange Sub Rail Replacements, SCRRA/Metrolink, Orange County, CA As a Construction Manager on the RailPros SCRRA State of Good Repair (SOGR) team, Phil provided oversight on multiple key SOGR projects on the Orange Subdivision. He worked with the contractor and the inspection team to make sure projects were delivered per contract and in compliance with all applicable standards and regulations with minimal impacts to rail operations. These projects involved the upgrade of 115# rail to 136# rail on wood and concrete ties, and the installation on new fasteners, and insulated joint replacement. While on site, Phil has monitored for strict compliance with SCRRA/Metrolink’s CWR requirements and Track and Engineering Standards.

San Onofre to Pulgas 2 Constructability Review, SANDAG. Camp Pendleton, CA RailPros was selected by SANDAG to perform a constructability review for the San Onofre to Pulgas 2 Project 100% PS&E plan set. During this review, a conceptual construction schedule was developed, and several items were identified for SANDAG consideration, including utility conflicts, material procurement, and construction phasing. As a result, SANDAG elected to redesign aspects of the project including bridge pile design and utility relocations. Bridge abutment foundations were redesigned to avoid conflicts with certain utilities. The SDG&E relocation was redesigned to go underground to improve project efficiency related to the phasing of pile installation. SANDAG also elected to engage a JOC contractor to perform utility relocations prior to the start of construction, reducing the chance of delays related to third party utilities.

On-Call Architecture and Engineering Services/LOSSAN Corridor Program Management, SANDAG, San Diego, CA Phil is providing support for this $2 billion, 60-mile long, Capacity Enhancing LOSSAN Corridor Program. He has been an invaluable resource when it comes to field and track operations. Phil provides engineering review and quality control for LOSSAN corridor double track projects, including Batiquitos Lagoon, Eastbrook to Shell, and Del Mar Bluffs Phases IV, V, and VI. His review support includes overall quality control of the civil, grading, and drainage portion of the plans including constructability; plan consistency; error detection; and value engineering.

The scope of services for this Program includes risk management; technical design reviews; grant funding support; program status reporting; cost estimating; program scheduling; document control; general program assistance to the SANDAG Team; and maintaining the LOSSAN engineering standard drawings and project management and design procedures manuals and design criteria. Prior to joining RailPros, Phil managed the track maintenance program which encompassed the entire SANDAG LOSSAN corridor.

North Spring Street Pedestrian Improvements, MTS, San Diego, CA RailPros was recently selected by MTS to perform Construction Management and Field Inspection services for this $1 million City of La Mesa project that will provide improved pedestrian and bicycle access, completing system gaps in the pedestrian network. MTS requested that RailPros provide these services as added scope to our existing as-needed Right of Way Support Services contract because the crossing involves working inside of MTS right of way, adjacent to and within the track limits.

On-Call Civil Engineering, NCTD, San Diego, CA
Phil served as Project Manager for the Loma Alta Creek Condition Assessment and Permitting Task Order to document existing conditions of Loma Alta Creek adjacent to the Escondido Subdivision SPRINTER track in the City of Oceanside. He also provided quality review for the Bus Island Relocation at the Oceanside Transit Center (OTC) Preliminary Study Report for the relocation of a existing bus transfer station at the OTC. CivilPros provides public works engineering; public works facilities and structures design; preliminary engineering; alternative analysis; feasibility studies; utilities, drainage and grading, and plan checking for this contract.

PHIL HODGES (cont’d)
PAGE 5
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project

LARRY SHAW

PRINCIPAL-IN-CHARGE

SUMMARY OF QUALIFICATIONS
Larry has over 35 years of experience in the transportation industry. He possesses broad experience in principal management; project team leadership; strategic planning; construction management and inspection; construction plans and documentation development; constructability review and quality assurance; environmental investigations; and business development. He has worked with municipalities; regional and federal government agencies; water; sanitation and utility districts; special jurisdictions; and private developers and corporations.

Larry excels in building and managing complex teams to effectively address client needs and meet project expectations. He is adept at review and delivery of project performance metrics, including milestone deliverables, schedule, and budget, and he possesses excellent process management, implementation, and client management abilities.

Larry also served as a Senior Vice President of a successful civil engineering firm. In that role, built a construction management practice and led teams on numerous significant public works improvement construction projects. Larry has recent experience working with SANDAG LOSSAN Corridor Management Team, MTS Capital Projects Team, and NCTD Engineering Department. As a San Diego resident for 28 years, Larry is very familiar with local stakeholders and the transportation industry.

The street segment will tie into the proposed improvements for the Bogart Avenue Quiet Zone Project and the recent downtown improvements on Ramona Boulevard.

On-Call Construction Management (Rail), NCTD, Oceanside, CA Larry, while with another firm, served as Contract Manager on two consecutive contracts from 2016-2019 and 2019-2020 to provide construction management/inspection teams for a variety of NCTD rail projects for various operational and capital improvements within the District’s service area. During these contract periods, Larry developed responses to a number of task order requests - one project task order awarded to Larry’s team was the

EDUCATION
BS, Environmental Sciences,
California Polytechnic State
University, San Luis Obispo

PROFESSIONAL

AFFILIATIONS
Board Member, Construction
Management Association of
America, San Diego Chapter
Larry will be responsible for
confirming that adequate
staff are available to
complete all tasks on
time and within budget;
planning upcoming work
and coordinating issues with
the City; providing timely
direction to the Construction
Manager; soliciting a
consistent performance
evaluation feed back loop;
and taking necessary
actions to confirm the City’s
complete satisfaction.

PAGE 6
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project Solana Beach Station Slope Stabilization. The scope included restoring badly eroded slopes on the NCTD railroad ROW above the tracks and passenger platforms at the Solana Beach Station. The project involved removal of existing vegetation, restoration of eroded soils, installation of geostabilization mat, securing the mat with drilled-in soil anchors, and landscaping for long-term slope stabilization, all performed on an active operating railroad. Included in the project scope was the installation of 800 feet of PVC 18-inch storm drain pipe adjacent to the transit center parking lot. The work was performed in accordance with NCTD railroad, American Railway Engineering and Maintenance-of- Way Association (AREMA) and Greenbook standards. Larry’s team completed the CM scope of work 15% under budget.

Construction Management & Inspection, Park Boulevard At-Grade Crossing, Civic San Diego, San Diego, CA Larry, while with another firm, served as Project Manager for the Park Boulevard At-Grade Crossing (PBAGC) that will complete the Park-to-Bay connection that is greatly anticipated by the City of San Diego, Petco Park and the Padres, and residents and businesses in the vicinity of the intersection of Park Blvd and Harbor Drive. Due to the number of stakeholders - NCTD, MTS, BNSF, Padres/Petco PARK, San Diego & Imperial Valley Railroad [SDIV], City of San Diego, and the Port of San Diego - involved and the timing/sequencing required to keep the various stakeholders operational during construction, the PBAGC is divided into three phases:
• Phase 1 – Padres/Petco Tony Gwynn Way Modifications
• Phase 2 - BNSF Third Track Addition
• Phase 3 - MTS Infrastructure R&R/Track Right- of-Way (ROW) Modifications On-Call Architecture and Engineering Services/LOSSAN Corridor Program Management, SANDAG, San Diego, CA Larry serves as the Principal in Charge for the nearly $2 billion, 60-mile long, 70% Capacity Enhancing LOSSAN Corridor program. The current program objective is to increase capacity in the corridor by 95% by 2035. Larry oversees the operation, which includes coordinating with SANDAG Project Managers to bring projects from concept through design, construction, and close-out. We help SANDAG develop corridor-wide solutions, tracking, and applying lessons learned on previous projects for future projects through peer review and revision to standard plans and criteria. He provides quality reviews and assists with peers reviews, regularly engages SANDAG leadership in performance/satisfaction meetings, and monitors required resource allocations to provide seamless levels of service. RailPros is involved in preparing a corridor- wide Primavera schedule to identify and assist with obtaining grants and funding needs, stakeholder coordination/review, and critical path items for design and permitting. We also perform budget tracking and management, preliminary project reports on new projects, and project estimating. RailPros consults and coordinates with design consultants and assists with environmental permitting and clearances. This contract currently consists of two Task Orders; one for four SB1-funded design projects and the other encompasses all 13 active projects, capital improvement projects, and project study reports for funding of up to eight future projects.

Program Management Consultant Services, LOSSAN Rail Corridor Agency, Southern California Larry serves as Task Manager, acting as an extension of staff for the San Diego Maintenance and Layover Facility design and construction and the On-Call Construction Management Consultant Services contract. RailPros assists in managing the growing responsibilities of the LOSSAN Agency and their capital program for the next three years (with a two-year optional extension). Hundreds of projects exist for capacity enhancements and customer improvements that involve double tracking, stations, systems, layover facilities, equipment, and many maintenance projects. RailPros staff is assisting LOSSAN Agency staff by providing specialized services as required to effectively implement capital and service improvements for the Pacific Surfliner and along the LOSSAN rail corridor. Services include providing document control, project management, and technical expertise on an as needed basis, assistance in the oversight of project implementation, administration and schedule, and project controls.

LARRY SHAW (cont’d)
PAGE 7
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project

RICKY KISSEL, PE, QSD

RESIDENT ENGINEER/INSPECTOR

SUMMARY OF QUALIFICATIONS
Ricky has 10 years of notable professional experience as Resident Engineer and Project Manager with a history of efficient engineering involving railroad construction, maintenance, and operations management. He is skilled in project management, inspection, and operations oversight. Ricky has an extensive knowledge of SCRRA/SCRRA/Metrolink Design Standards and Specifications, Greenbook Standard Specifications, Caltrans Design Standards, CPUC General Orders, Roadway Worker Protection, and AREMA Design Standards. He has experience working with various agencies including SCRRA, BNSF, NCTD, MTS, SANDAG and NAVFAC. Ricky also has refined relationship building skills and coordinated work collaboratively with managed workforces across departments.

He is also highly experienced in Microsoft Word, Excel, Project, and PowerPoint.Project experience

PROJECT EXPERIENCE
100% PS&E Document Review/Construction & Maintenance (C&M) Agreement Review for Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety, City of Baldwin Park, CA
Ricky provided plan review of the 100% PS&E documents for the Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project. This project is part of the City’s Pacific Avenue Corridor Project, which will accommodate complete streets and green street components. The street segment will tie into the proposed improvements for the Bogart Avenue Quiet Zone Project and the recent downtown improvements on Ramona Boulevard. Improvements include reconstruction of portions of the street structural section including sub-surface preparation; subgrade and constructing aggregate base and asphalt concrete (AC) pavement sections; and construction of sidewalk, accessible pedestrian ramps, and major curb/gutter repairs. The project will also include traffic improvements such as a new high-visibility crosswalk and a new traffic signal or hawk system installation for pedestrian crossings.Ricky provided review of the design documents for conformance with SCRRA/SCRRA/Metrolink Engineering standards and constructability within an operating railroad environment.

BNSF Support for High-Speed Rail, BNSF Railway, Wasco, CA As a Structures, Track and Right-of-way Inspector, Ricky performed field oversite on behalf of the BNSF Railway for California High-Speed Rail Authority on and adjacent to the BNSF property. Ricky worked on Construction Package Four and assisted in the oversight of the construction of the three overhead structures that cross the BNSF Bakersfield subdivision and the Wasco Amtrak pedestrian and Poso Avenue Underpass. Ricky performed field inspections of the California High-Speed Rail Authority contractor’s work to verify conformance with project plans and specifications, reviewed work plans and contractor submittals, and verified the contractor followed all BNSF safety and operations rules while on BNSF property.

EDUCATION
BS, Structural Engineering,
University of California, San
Diego

REGISTRATIONS
Registered Civil Engineer
California No. 91626
Qualified SWPPP Developer
(QSD), No. C91626
As Resident Engineer and
Construction Inspector,
Ricky will be responsible for
performing and assisting
in performing the duties
of a Construction Inspector
including civil, electrical,
landscape, structural,
and utility construction
engineering.

PAGE 8
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project MTS Right-of-Entry Engineering Plan Review and Inspection, MTS, San Diego, CA Ricky serves a Plan Review Engineer and Inspector for the MTS Right-of-Entry Plan Review Program. His duties include reviewing a variety of Engineering design and work plans for impacts to the MTS right-of-way as well as operational impacts to MTS Trolley and Rail Operations. Plans are checked for compliance with MTS and AREMA Standards and Specifications. Once permits are issued, Ricky is also responsible for performing inspections of projects through construction, performing inspections of civil, track, structural, and signal construction. Projects reviewed and inspected include both overhead and underground utility crossings, temporary and permanent shoring, street improvements, pedestrian/bike paths, third-party utility installation, and traffic control plans.

BNSF/NCTD Signal Optimization Project, BNSF Railway, San Diego CA Ricky is currently assisting BNSF with Construction Management tasks in the completion of the NCTD Signal Optimization Project. Acting as contractor to NCTD, BNSF is completing the upgrade of grade crossing and train control systems across the NCTD system. The work consists of the upgrade of obsolete train control and crossing control modules, the complete replacement of signal houses and the installation of additional fiber runs. The project also includes the rehab and upgrade to a nearside signal at one of NCTD’s busiest grade crossings, the installation of a new control point includes replacement of new turnouts and installation of new signal infrastructure. As Construction Manager, Ricky is assisting BNSF to obtain right-of-entry permits, stakeholder coordination, work plans, and other CM tasks.

Orange and Perris Valley Subdivision Rail Relay Projects, SCRRA/Metrolink, Various Locations As a Construction Manager on the RailPros SCRRA State of Good Repair (SOGR) team, Ricky provided oversight on these key SOGR projects. He worked with the contractor and the inspection team to verify that projects were delivered per contract and in compliance with all applicable standards and regulations with minimal impacts to rail operations. These projects involve the upgrade of 15,301 and 16,302 linear feet of rail and fasteners. While on site, he has monitored for strict compliance with SCRRA’s CWR requirements and Track and Engineering Standards.

System and Security Enhancements, SCRRA/Metrolink, Various Locations (Project Manager) As Project Manager, Ricky was responsible for identifying, planning, and coordinating the construction of 1,549 feet of additional security walls and 1,247 feet of additional security fence at various locations on four different subdivisions across the SCRRA system. Ricky provided daily coordination with SCRRASCRRA/Metrolink, the contractor, inspection staff and representatives from UPRR to install the security upgrades. The project was accomplished successfully in a limited time frame with no operational impact to rail traffic.

North Beach Emergency Revetment Repair, SCRRA/Metrolilnk, San Clemente, CA As the Resident Engineer/Inspector for the North Beach Emergency Revetment repair project, Ricky was responsible for providing oversight and inspection services for the duration of the project. He supervised the placement of all riprap to maintain compliance with the project footprint in compliance with permits issued by the U.S. Army Corps of Engineers and the California Coastal Commission. He managed the project punch list through completion and coordinated work with the City of San Clemente, keeping all stakeholders informed through the duration of the project with regular project updates.

Capital Projects Engineer/Rail Engineer, North County Transit District/Alstom, Oceanside, CA Ricky was the Project Manager for various rail and transit projects across North County Transit District’s entire rail system.

He worked alongside project teams with SANDAG, contractor, and construction management staff for successful project completion and reviewed plans and specifications for compliance with NCTD, LOSSAN, SCRRA, and AREMA standards. He also coordinated with contractors to develop work plans, schedules, and estimates while performing contract management and developing scopes of work and cost estimates. Ricky also served as Capital Project Manager for maintenance of way and the engineering department for Alstom. He was responsible for planning and executing capital projects including rail, tie and track component replacement, track surfacing, bridge and culvert repairs, drainage and right-of-way enhancements. He was also responsible for scheduling and planning of ultra-sonic rail testing, geometry testing, rail grinding and weed spraying, contract management, and budget tracking. Additionally, Ricky reviewed plans and specifications for third-party projects on behalf of NCTD.

RICKY KISSEL, PE, QSD (cont’d)
PAGE 9
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project

RANDALL BIRD

TRAFFIC SIGNAL INSPECTOR

SUMMARY OF QUALIFICATIONS
Randall has more than 28 years of experience in all facets of railway signal and train control, ranging from maintenance and inspection to engineering and design. He is a Member of The Institution of Railway Signal Engineers (IRSE) and has over ten years of experience in capital projects. Covering items from preliminary engineering all the way through construction oversight and inspection, he is well versed in all major microprocessor systems that are used in the railroad industry today. Some of those systems include Microlok, Microlok II, VHLC, ElectroLogix, and Siemens Sicas S7. Randall also has experience with office system/SCADA and, more specifically, the integration of various systems elements.

PROJECT EXPERIENCE
Mid-Coast Project: LOSSAN Early Works – CP Rose Construction Management & InspectionSan Diego, CA
Assisting in the construction management resourcing to the agency, GSG provided inspection on the signal and communications facilities that were installed on the commuter corridor as part of the Early Works packages under the Mid-Coast Transit Project – A CM/GC (GCCM) project. In addition to field inspection, the effort included supporting the review of contractor submittals, review of design submittals, providing input to improvements to systems elements and oversight of all testing.

PTC Signal Engineering Support, NCTD, San Diego, CA
Randall provided testing support to the implementation of the PTC wayside elements on the LOSSAN corridor between CP Songs and CP Ash in San Diego County. The work involved signal testing ensuring correct PTC codes are initiated to the PTC system and back office servers via the NCTD communications network.

Beech Street Construction and Signal Support, MTS, San Diego, CA The Beech Street Double Crossover Project involves upgrading an existing hand operated double crossover on the Green/Orange Line to provide flexibility and turnback at County Center Station. The new double crossover will be located on the South/West end of County Center Station and within the approaches of three grade crossings. The two new signal houses will be a new ElectroLogIXS interlocking controlling two new M23A Switch Machines, two LED Signals and PSO 4000, AC Track Circuits and a grade crossing each. As Project Manager/Systems Engineer, Randall provided project management, forecasting, tracking deliverables, coordinating with clients and agency, ElectroLogIXS Data Development for two new signal houses, updates to four existing locations, Design Support for Factory Acceptance Testing, and on-site testing.

Green Line TWC and Communications Project, MTS, San Diego, CA GSG was involved with the upgrading of Train to Wayside (TWC) equipment on the MTS Green Line subdivision. GSG installed new bidirectional interrogators as well as installed new cable and loops. The project also involves the installation of new GE communications processors for upgraded communications between the office and

EDUCATION
ITT Technical Institute
AAS in Electrical Engineering
BNSF Signal School-
Distinction

REGISTRATIONS
Single, Extension & Step-
Ladder Safety Certifications
First Aid Certification
MTS & NCTD Certifications
Randall an excellent wayside
presence, the ability to work
effectively with multiple
stakeholders, project
managers, and contractors.

Randall has proven, time
and again, that he will
handle any project, big or
small, with integrity and
commitment.

PAGE 10
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project the wayside. GSG is responsible for the complete installation, wiring, and commissioning of these new systems to ensure operational compliance within MTS specifications.

MTS On-Call A&E Contract, MTS, San Diego, CA
GSG currently has an On-Call A&E agreement in place with MTS San Diego to deliver work focused on, but not limited to, engineering design services for transportation projects. The types of transportation projects include but are not limited to, heavy rail, light rail, bus rapid transit, express bus, streetcar, shuttles, freeway, highway, toll road, local streets and roads, bikeway, walkway, and related facilities. Additional work may include environmental planning and engineering for international ports of entry, environmental enhancement projects, and municipal facilities.

Blue Line Freight Improvement Project, San Diego Trolley, San Diego , CA GSG was involved with the changing signal arrangements on the San Diego Blue Line between Downtown and San Ysidro.

As the software engineering firm on the project, we were tasked with making provision for thee new interlockings to include alterations of seven railway highway crossings for freight movements within light-rail (joint use) territory using the Siemens Sicas S7 interlocking controller. The work will involve interfacing to the complex, existing software design, Factory Acceptance Testing, and setting to work the software, HMI, and various components. GSG also led the final as-in-service testing.

Transdev Switch 9&11 & Middletown Double Crossover, MTS, San Diego, CA Randall served as Project Manager/Systems Engineer for this project that included Complete Signal House, Complete Color Light Signal w/Pushbuttons, M23A Switch Machine, Impedance Bonds, TWC Loops, Signal Cables and Finder Cables, Complete Application Software, New relays for hand/lever switch, AC Vane Modification, Signal Data Design & Testing, Approach Lighting & FIB Discriminate Crossover Moves.

Ballpark Village Project: Replacement of Switch 15, MTS, San Diego, CA As Signal Engineer on this project working on behalf of the Ballpark Village Project, GSG successfully led the transition of the relay based controls associated with ‘switch 15’ to Siemens Sicas S7 PLC logic within the 12th & Imperial signal house, and change the switch machine from a US&S M23AE machine to a H&K HWE61 (208V 3-ph) machine (consistent with MTS in-street running). The effort also involved reviewing as-builts, verifying signal arrangements, and coordinating with other disciplines on duct bank arrangements.

RANDALL BIRD (cont’d)
PAGE 11
Rail isn’t a part of our business, it IS our business
SECTION 5
Relevant Experience and References
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project 5 RELEVANT EXPERIENCE AND REFERENCES
RailPros was selected by the City of Baldwin Park to Review 100% PS&E documents and the (C&M) Agreement between SCRRA/MetroLink and the City. This project is part of the City’s Pacific Avenue Corridor Project which will accommodate complete streets and green street components including a reduction from four lanes to three lanes, as well as a tie-in to the proposed improvements for the Pacific and Bogart Quiet Zone Project.

PS&E Review
RailPros reviewed PS&E documents to identify quantity deficiencies and construction efficiencies; performed a review of other project documentation, including cost estimates, and project schedules, etc.; and advised the City about potential issues identified during the review, resulting in more robust bid documents,.

C&M Agreement Review
The RailPros team reviewed the draft SCRRA C&M agreement to verify that the agreement was equitable and that standard practices are used. Our detailed review of the C&M agreement resulted in negotiations that ultimately led to cost savings for the City.

Key Staff: Phil Hodges, Project Manager | Larry Shaw, Principal in Charge | Ricky Kissel, PE, QSD, Plan Review Other Staff: Robert Williams, PE, Plan Review | Blake Loftus, PE, Plan Review CITY OF BALDWIN PARK, CA • PACIFIC AVENUE/

BOGART AVENUE SAFETY IMPROVEMENTS
-100% PS&E DOCUMENT REVIEW/C&M AGREEMENT REVIEW
CLIENT
City of Baldwin Park, CA

REFERENCE
Sam Gutierrez
Director of Public Works
14403 E. Pacific Avenue
Baldwin Park, CA 91706
[email protected]
(626) 960-4011 x460

CONTRACT VALUE
$15k

HIGHLIGHTS
The RailPros team presented in this pro-
posal is the same team that provide 100%
PS&E review and C&M Agreement review
for this project.

PROJECT DATES
2022
PAGE 12
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project RailPros provided design and project management services to develop safety improvements at seven multi- track at-grade crossings in Oceanside, CA, including Surfrider Way, Mission Avenue, OTC Private Baggage Cart/Maintenance Crossing, OTC Sprinter Pedestrian Crossing, Wisconsin Avenue, Oceanside Boulevard, and Cassidy Street. The project also included the addition of a new pedestrian station access pathway between the platform and Mission Avenue. RailPro’ scope included:
• Site Investigation and Safety Evaluations
• Conceptual Studies, Safety Enhancement Recommendations Reports, and Exhibits • Stakeholder Diagnostic Meetings and Coordination
• Preliminary Engineering
• Construction Management and Inspection
• Final Design and Design Support During Construction
• CPUC and FRA Document Processing
The project involved approximately $6 million in improvements based on site evaluation findings and stakeholder team recommendations, including sidewalk modifications; pedestrian channelization and gates; ADA compliance; roadway and median modifications; driveway relocations; corridor fencing and maintenance access; new station access pathway; station crossing signage; roadway signage and striping, interconnected Queue-Cutter traffic signals; and railroad signal warning device relocations, replacements, and system modifications. The project involved several railroad operators - Coaster, Sprinter, Amtrak, Metrolink, and BNSF - and coordination with CPUC, FRA, SANDAG, Caltrans, the City, and adjacent property owners. RailPros led the coordination and stakeholder diagnostic team efforts, identifying issues, concerns, and solutions at each crossing. We developed Concept, Preliminary Engineering, and PS&E Design Documents. The project recently completed construction, and we provided Construction Management and Inspection services and coordination with the contractor and stakeholders.

Working closely with our track, railroad signal, roadway, and construction experts, the RailPros design team, led by Robert Williams, PE, modified the initial design to eliminate impacts to the complex railroad track and signal system infrastructure. This design solution saved the City of Oceanside over $1 million in construction costs.

Key Staff: Phil Hodges, Construction Manager | Larry Shaw, Principal in Charge Other Staff: Robert Williams, PE, Project Manager
CITY OF OCEANSIDE, CA • QUIET ZONE/GRADE

CROSSING SAFETY IMPROVEMENTS
CLIENT
City of Oceanside, CA

REFERENCE
Brian Thomas
City Engineer
City of Oceanside
300 North Coast Highway
Oceanside, CA 92054
(760) 435-5074
[email protected]

CONTRACT VALUE
$2,137,413

HIGHLIGHTS
• Seven Multi-Track, At-Grade
Crossings
• Engineering Design and
Construction Management
• Signalization of a Stop-Controlled
Intersection
• Interconnected Traffic Signal Design
• Crossing and Pedestrian Safety
• Quiet Zone
• Railroad C&S Design

PROJECT DATES
2014 - 2022
Advanced Preemption for the
Mission/Meyers intersection and the
railroad crossing at Mission avenue
included construction oversight and
bench signal testing.

PAGE 13
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project RailPros has provided on-call Project Management (PM) and Construction Management (CM) services for SCRRA/Metrolink since 2013. A large part of this has included SOGR Priority Rehabilitation tasks. Our role was to provide PM/CM, inspection, and document control services for all SOGR projects and make recommendations for future projects as needed.

SOGR projects constitute an overall rehabilitation of all of SCRRA’s track-related facilities on the Metrolink system. Over 100 projects were successfully completed; the work included drainage facilities (bridges, culverts and grading on the right-of-way), turnouts, rail, ties, undercutting, road crossings, bridge rehabilitation work, track-related station upgrades, and design reviews.

The goal of the program is to bring the infrastructure up to a SOGR. The SOGR projects focused on all subdivisions with a primary focus on the Ventura, Perris Valley, Orange, Valley, and San Gabriel subdivisions.

Our document control services included the creation of a SOGR Sharepoint site that hosts all project related documents, videos and images. This site allowed us to manage all Requests for Information (RFIs), submittal reviews, and approvals, material quality and verification, inspection reports, production reports, progress reports, disturbance reports, and public outreach during project planning and construction.

Key Staff: Phil Hodges, Construction Manager | Ricky Kissel, PE, QSD, Construction Manager SCRRA/METROLINK • HIGH-PRIORITY STATE OF

GOOD REPAIR (SOGR)
CLIENT
SCRRA/Metrolink

REFERENCE
Aaron Azevedo
Assistant Director
SCRRA
2558 Supply Street
Pomona, CA 91767
(213) 598-8981 (c)
(909) 392-8532 (o)
[email protected]

CONTRACT VALUE
$8 million

HIGHLIGHTS
• Construction during Active
Operations
• Track, Bridge, Station, Drainage and
Systems Work
• Coordination with Multiple
Stakeholders
• Safety Compliance
• Task Order Management
• Railroad Coordination
• Risk Management

PROJECT DATES
2017 - 2022
Power BI Desktop

METRO LINK UNION STATION PROJECT - PHASE A
Project Dashboard

DISCIPLINE
All



LOCATION
All 
PHASE
All 

ACTIVITY NAME
All 

RESET ALL

FILTERS
$2bn
Baseline Budget
$104.29M
Actuals To Date
$1.9bn
Budget Remaining

PROJECT FINANCIALS

FINANCIAL DETAILS BY FUNDING SOURCE
Funding Sources Budget Actuals Remaining Expiration
Date
Amtrak $250,000,000 $5,142,527 $244,857,473 6/1/2028
BNSF $300,000,000 $5,072,854 $294,927,146 3/1/2028
CalSTA $350,000,000 $9,863,358 $340,136,642 6/1/2024
CHSRA $400,000,000 $21,355,508 $378,644,492 9/1/2026
City of Los Angeles $225,000,000 $18,518,496 $206,481,504 12/1/2028 LOSSAN $250,000,000 $8,152,489 $241,847,511 12/1/2027
SCRRA $225,000,000 $36,185,526 $188,814,474 10/1/2025
Total $2,000,000,000 $104,290,758 $1,895,709,242

PROJECT PERFORMANCE MANAGEMENT

EARNED VALUE MANAGEMENT
100%

56.7%
Planned Value
Actuals To Date
Earned Value
$315.16M
$104.29M
$178.73M

1.3 CPI

0.8 SPI
$779.15M
ETC
$642.72M
EAC

TASK DETAILS
Phase Name Location Risk Level Start Date Finish Date % Complete 
B
Design Task 1
Design Task 2
Procurement Task 1
Procurement Task 2
Construction Task 1
Construction Task 2
Design Task 3
Design Task 4
Design Task 5
Procurement Task 3
Procurement Task 4
Design Task 6
Construction Task 3
Area 1 - Throat
Area 2 - Station & Platform
Area 2 - Station & Platform
Area 3 - US-101 Viaduct Freeway
Area 2 - Station & Platform
Area 3 - US-101 Viaduct Freeway
Area 1 - Throat
Area 3 - US-101 Viaduct Freeway
Area 2 - Station & Platform
Area 2 - Station & Platform
Area 2 - Station & Platform
Area 1 - Throat
Area 2 - Station & Platform
High
High
Medium
High
High
High
Medium
High
Low
High
Low
Low
Low
2/21/2023
6/9/2023
7/20/2023
2/28/2023
3/5/2023
2/28/2023
12/13/2023
6/9/2023
3/7/2023
2/28/2023
7/20/2023
3/29/2023
3/29/2023
4/10/2024
10/23/2023
6/11/2024
2/28/2024
1/11/2025
2/28/2024
5/7/2024
4/2/2024
3/21/2024
2/28/2024
6/11/2024
11/6/2023
1/29/2024
80%
70%
70%
68%
60%
50%
50%
50%
50%
50%
45%
35%
34%

PROJECT MILESTONES
Activity Name Date

Status
Alternative Assessment 11/1/2021
65% Design for Main Construction
Work
1/1/2023
Early Construction 1/1/2023
Early Design 1/1/2023
Main Construction 7/1/2023
95% Design for Main Construction
Work
11/1/2023
100% Design for Main Construction
Work
9/1/2024
Testing, Start Up, Pre-Revenue
Services
12/1/2024
Post Occupancy/Close-Out (Phase A) 11/1/2028

RIGHT OF WAY TRACKING

ACQUIRED
22 CONDEMNATION
10 PENDING
6 OUTAGES SCHEDULE
Location Lane/Track Outage Date Confidence Data TMP/AWW Approved Area 1 - Throat Track 2 12/27-12/30/2023 60% AWW
Area 1 - Throat Track 3 9/13-9/16/2026 70% AWW
Area 2 - Station & Platform Track 1 4/24-4/27/2024 50% LWW Area 3 - US-101 Freeway Lane 1 2/12-2/15/2027 40% TMP
Area 3 - US-101 Freeway Lane 3 8/2-8/5/2024 90% TMP
Area 4 - West Bank Tie-In & Bridge Track 2 10/22-10/25/2027 80% TMP Area 4 - West Bank Tie-In & Bridge Track 3 4/8-4/11/2028 70% TMP

EVENTS CALENDAR
Activity Date
4th of July Events 7/4/2023
Convention Event 3/15/2026
Downtown Music Event 8/5/2025
L.A. Dodgers Opening Game 6/7/2024
20%
Percent Compl…
BUDGET VS. ACTUALS
$0bn $2bn
$104.29M

PROJECT MAP
© 2022 TomTom, © Vexcel Imaging, © 2022 Microsoft Corporation© 2022 TomTom, © Vexcel Imaging, © 2022 Microsoft Corporation

RFI/SUBMITTAL TRACKER

OPEN RFIS
30 OPEN

SUBMITTALS
55 OVERDUE RFIS
12 OVERDUE

SUBMITTALS
8 ACCELERATED
RFIS
4 ACCELERATED

SUBMITTALS
6 $74.44M
Cost Variance

BUDGET BY DISCIPLINE
$214M (10.7%)
$171M (8.55%)
$478.25M (23.91%)
$587.5M (29.38%)
$527.5M (26.38%)
$21.75M (1.09%)
Discipline
Civil
Electrical
Structures
Systems
Track
Utlities
BUDGET VS. ACTUALS BY FUNDING SOURCE
$0.0bn
$0.1bn
$0.2bn
$0.3bn
$0.4bn
Amtrak BNSF CalST
A
CHSRA
City of Los An…

LOSSAN SCRRA
Budget Amounts Actuals

UTILITY RELOCATION STATUS
# DESIGN

LOCATIONS
12 # CONSTRUCTION

LOCATIONS
16 CRITICAL PATH

LOCATIONS
4 PROJECT COST BY PHASE
$500M (25%)
$500M (25%)
$400M (20%)
(12.5%)
$250M (12.5%) (5%)
$250M
$100M
Phase
Design
Environmental
Construction
Engineering
ROW
Utility

STAKEHOLDER COORDINATION
Agency Name

Next Meeting Target
Completion Date
Permit/Approval Agreement
/Scope
AT&T (Disctibution) 1/15/2023 4/15/2023 
AT&T (Transmission) 1/20/2023 3/20/2023 
Century Link 2/25/2023 6/20/2023 
Chevron 3/5/2023 7/6/2023 
Exxon Mobil Pipeline 5/10/2023 8/1/2023 
LABOE 4/16/2023 8/10/2023 
LABOS 4/16/2023 7/25/2023 
LADWP (Power) 4/6/2023 9/20/2023 
LADWP (Water) 6/15/2023 11/5/2023 
SC Gas 7/30/2023 12/5/2023 
Sprint 8/6/2023 1/20/2024 
Time Warner Cable 3/23/2023 9/5/2023 
Verizon MCI 5/5/2023 11/15/2023 
PAGE 14
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project As part of RailPros current MTS Right-of-Entry Engineering Review and Inspection Program, RailPros provided engineering plan review and field inspection services on behalf of MTS for the Sassafras Street Widening Project. The San Diego Airport Authority, project owner, increased the lane width of eastbound traffic lanes from one to two at the grade crossing located at Sassafras Street. The crossing is located over a total of four tracks that experience heavy rail traffic from MTS Blue line Trolleys, NCTD COASTER, Amtrak Pacific Surfliner and BNSF freight trains. Two tracks are serviced by NCTD and two by MTS.

RailPros provided engineering review of all project engineering plans and contractor work plans, on-site inspection of work critical to the MTS and NCTD rail and signal systems, and agency representation on project meetings. Responsibilities included:
• Review of initial Engineering Design Plans
• Review of contractor-supplied site specific work plans, including plans for civil work, grade crossing signal equipment relocation, and jack and bore utility work
• Performed on-site inspection of contractor’s work
• Represented MTS on weekly construction meetings with the San Diego Airport Authority, City of San Diego, and contractor
The project involved approximately $6 million in improvements to widen eastbound lanes to increase traffic capacity for the new car rental facility. Improvements included widening of traffic lanes; addition of new grade crossing warning devices; relocation of existing crossing warning devices; and new sidewalks, pedestrian ramps, and pedestrian crossing safety enhancements.

RailPros staff facilitated stakeholder coordination between MTS, the San Diego Airport Authority, NCTD, and the City of San Diego.

Key Staff: Ricky Kissel, PE, QSD, Review Engineer/Construction Inspector, Larry Shaw, Principal-in-Charge SAN DIEGO MTS • SASSAFRAS STREET WIDENING,

RIGHT OF ENTRY ENGINEERING REVIEW
CLIENT
MTS

REFERENCE
Marilyn Ruiz
Right of Way Permit Coordinator
Metropolitan Transit System
1255 Imperial Avenue,
Suite 1000
San Diego, CA 92101
(619) 557-4520
[email protected]

CONTRACT VALUE
$1 million (Master Contract)

HIGHLIGHTS
• Four-track, At-grade Crossing
• Civil and Signal Warning System
Improvements
• Crossing and Pedestrian Safety
• Trespassing and Sealed Corridors
• Construction Inspection
• Traffic Signal Interconnection
• Coordination with Multiple Agencies,
Stakeholders, and Regulators
• Engineering Design and Construction
Management
• Railroad C&S and traffic signal review

PROJECT DATES
2019 - Ongoing (Sassafras)
2014 - Ongoing (Master Contract)
PAGE 15
Rail isn’t a part of our business, it IS our business
SECTION 6
Project Management Plan
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project In order to provide easy reference to how and where we address the Evaluation Criteria in this section, we have developed the following legend below to provide a key for reviewers. 1 Ability to be responsive to the City’s needs and provide a high level of customer service. 2 Ability to successfully deliver project tasks and deliverables, within the identified project budget and minimize cost overruns.
3 Ability to work collaboratively with other members of a multi-disciplinary team in a complex and dynamic working environment.
4 Commitment to accurate and superior work products and services as detailed in the project management plan.
5 Innovative and/or creative approaches for providing the services that will maximize efficient, cost-effective operations or increased performance capabilities.

PROJECT UNDERSTANDING
The City of Baldwin Park’s Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project (CIP 19-31) will signalize the existing stop-controlled intersection at Pacific Avenue and Bogart Avenue. The existing grade crossing at Pacific Avenue will be modernized to current SCRRA/Metrolink standards and will include asphalt removal and installation, signage and striping installation, traffic signal installation, curb and gutter demolition and installation, crossing panel installation, gate installation, traffic loop installation, and the installation of a new signal house. The signalization of this intersection will increase safety at the intersection by allowing queued cars on the tracks to clear the intersection prior to trains passing through the crossing.

Railpros brings a team that has extensive experience working on rail and transportation projects. Our team has worked on various projects of similar scope on commuter rail corridors throughout Southern California, with stakeholders including SCRRA/Metrolink, NCTD, MTS, regional municipalities, FRA, and CPUC. We bring first- hand experience and lessons-learned from being heavily involved with the City of Ocenside’s Quiet Zone/Grade Crossing Safety Improvements and SCRRA/Metrolink’s SOGR Program.

Through our previous work on this project, our team is fully aware of the challenges of the project and is prepared to meet them head on. These challenges include coordination with SCRRA/Metrolink, limited laydown areas, potential utility conflicts, traffic control, public outreach, long-lead times for traffic signal components, and signal testing coordination. Our experience on SOGR and the Oceanside Quiet Zone/Grade Crossing projects includes every element of this project, including:
• Stakeholder coordination
• Coordinated traffic control to confirm that the public was informed and notified in advance of construction • Immediate potholing to identify potential conflicts - first order of work! • Engaged early with contractor to make sure submittal items were completed so long lead-items could be ordered
6 PROJECT MANAGEMENT PLAN
On the Oceanside Quiet Zone/Grade Crossing Project, the original design called for widening of one crossing. After final design, the operating railroad rejected the design due to welds that would have been located in the crossing. As a result, our team redesigned the roadway to be narrower to accommodate the railroad. In the redesign process, we were able to reduce the project cost by over one million dollars by designing the new alignment to avoid impacts to the signal system.

We adapted quickly and provided a cost savings solution to the client.

Innovative/Creative Approach
5Successful Project Delivery
2 Working Collaboratively
3 PAGE 16
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project

PROJECT MANAGEMENT APPROACH
RailPros’ approach is to proactively identify key issues in the project and mitigate them before they become
larger issues. Our team has extensive experience and
knowledge of grade crossing improvement projects
and is aware of potential issues and challenges that
may arise. We have experience working with SCRRA/
Metrolink, planning and coordinating various railroad
construction projects, and we will leverage this
experience to successfully manage the construction
of grade crossing improvements. Our team
understands the importance of clear communication
among stakeholders and will hold regular project
status meetings with stakeholders to confirm that all
stakeholders are kept informed of all critical project
status items.

We understand the importance of quality tracking and accurate recording of construction activities, progress, and quantities. Maintaining accurate documentation is key should a potential claim arise. Should the need to perform extra work emerge, we will require accurate documentation to capture the true value of any extra work. If any extra work cannot be resolved through a lump sum change order, we are prepared to track the contractor’s effort with further inspection and payment through Force Account. Accurate documentation of manpower, equipment, and materials will allow us to mitigate the expense of any disputed extra work.

Bid Support
RailPros’ proposed staff has extensive experience providing bid support and selecting contractor’s as both a consultant and owner. The Contract Manager and Resident Engineer will coordinate activities, review documents, provide recommendations, and attend meetings during the bid document preparation and contract bidding phase. Our team will lead in the effort of preparing bid documents and support the City in the SOQ process. Other tasks we are prepared to assist with include attending pre-bid conferences and provide information to bidders regarding the City ‘s expectations of them throughout the project duration and familiarize bidders with the bidding documents, proposed management techniques, and any special systems, materials, or methods. RailPros’ proposed staff has extensive experience providing bid support and selecting contractor’s as both a consultant and Owner. The Contract Manager and Resident Engineer will be available to coordinate activities, review documents, provide recommendations and attend meetings during the bid document preparation and contract bidding phase. Our team will lead in the effort to prepare bid documents and support the City in the SOQ process. We have experience attending/facilitating pre-bid conferences and providing information to bidders regarding City expectations.

Once bids have been received, we will assist in the bid analysis - including accuracy of bids, identifying the lowest responsive bidder, checking references and other bid forms, and making recommendations to the City for the award of contracts and/or rejection of bids. Once a contractor is selected a pre-construction kick-off meeting will be conducted including all agencies, utilities, and contractors that will be participating in the project.

Ensuring Clear Communication between RailPros’
Contract Manager and the City - Leveraging on our
previous work on this project, we will continue our
relationship from a communications standpoint with
the City and all stakeholders.

Oversight of Project to Ensure Schedule and Budget
Adherence and Quality Assurance/Quality Control
- In Section 5, we outline our experience with both
SCRRA/Metrolink and the City of Oceanside, where we
worked under tight schedules and budgets to meet
client and stakeholder requirements.

On the SCRRA/Metrolink SOGR Project, our staffed acted as an extension of staff, leveraging our experience to communicate with agency staff and stakeholders to resolve project issues in real time.

During the CP Tinkham Crossover Replacement Project, a freight train was parked on a track that was blocking access for construction equipment. Our staff communicated with the SCRRA/Metrolink train dispatcher to coordinate moving the train. This resulted in the project being completed on schedule, with no impacts to train service. We know when to escalate project issues in order to minimize schedule impacts.

Working Collaboratively
3Responsiveness
1 PAGE 17
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project Readiness
Our team has an intimate knowledge of SCRRA/Metrolink and Green Book construction specifications. As a rail-focused firm, RailPros has subject matter experts in FRA, CPUC, and AREMA regulations, specifications, and standards. We are familiar with the permitting process and are aware of the various permits that will be required for all construction activities. We will hold a readiness meeting prior to every critical construction activity to verify that the contractor has obtained all related plans, specifications, permits, guidelines, and procedures prior to undertaking the work. This will confirm that the entire project team is prepared to complete these activities and that all necessary documents are in order.

As a result of our experience and expertise, our team understands the importance of the project meeting pre-established railroad work schedules. Our experience with track cutovers and activation gives us a thorough understanding of the preparation needed to complete track and signal maintenance work. As the work windows to install the crossing panels and signal house approach, we will develop a checklist to measure the contractor’s readiness to complete the work. Any missing or slipping items will be brought to the project teams’ attention to develop a plan to get construction back on schedule to meet the planned track outage.

Widening of the Pacific Avenue crossing will create changes to critical positive train control (PTC) assets. Coordination will be required with various stakeholders to confirm that a new PTC Subdivision file is prepared and validated when the work is completed. Our staff has experience working with SCRRA/Metrolink’s PTC Change Control Board and will coordinate with SCRRA/Metrolink to update the Subdivision file when the crossing is completed. We also know the importance of validating these new assets validated prior to the track going into service, and we will confirm that the contractor coordinates with SCRRA/Metrolink’s PTC group when the work is completed. RailPros also has experience performing track inspection and construction and will verify that the contractor does not damage rail infrastructure during the crossing panel installation.

Project Survey
Having proper survey control is critical in any construction project, but especially in a rail project where tolerances are critical. Our team has experience in construction and rail related surveying. We know the importance of checking track grade and geometry, not only for compliance with project plans and specifications, but also for compliance with FRA 213 standards. Our team is well versed on CPUC General Orders, is aware of common issues that projects encounter related to CPUC General Orders, and will be vigilant mitigating any such issues that arise during construction.

Storm Water Pollution Prevention Plan (SWPPP) and Environmental Our team has experience reviewing both SWPPP plans as well as performing inspections for compliance with SWPPP regulations. We have worked on various railroad construction and intersection improvement projects similar to this site, especially in regards SWPPP compliance and drainage issues. Our extensive experience managing railroad drainage gives us the expertise with SWPPP regulations. RailPros’ Resident Engineer/Inspector Ricky Kissel, PE is a QSD and will manage this process.

Initial steps will include a detailed review of the contractor’s SWPPP plan and crosscheck with the plans developed within the conformed plan set. As construction progresses, specific construction activities will require greater attention to verify that pollution control measures in compliance. This includes foundation installation, curb and gutter construction, and asphalt work. Frequent monitoring will be needed to confirm construction sediment does not enter City storm drains. During excavation operations and concrete pours, our inspectors will verify that spoils and/or concrete is contained. Grading locations through the project limits will also require special attention for SWPPP compliance. Our team will confirm that the proper BMPs are utilized at these locations. If at any time the contractor is found in violation, they will be immediately notified and work will not be allowed to proceed until the issue is resolved.

Project Records – Submittals, RFIs, Documentation
RailPros understands that submittals and RFIs have the potential to delay the overall project schedule. We will proactively work with the contractor and designer to expedite submittals and RFIs in order to minimize impacts to the project schedule.

Documentation will begin with detailed photos and video of the existing project site conditions. This will continue throughout the project as construction progresses to have a comprehensive photographic record of construction.

PAGE 18
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project Having a record of critical project communications is necessary for the project to be successful. Railpros will institute weekly contractor progress meetings to manage the flow of information and keep the focus on the important issues; all stakeholders will be invited to attend. Minutes of issues, discussions, statements, and commitments will be recorded and distributed within 24 hours of every meeting.

Project Controls
Microsoft SharePoint is a powerful cloud-based collaboration and program management tool that can be easily utilized for this project. RailPros currently utilizes this technology on several active projects across multiple clients such as SCRRA/Metrolink, UPRR, SANDAG, and BNSF. This tool can create project sites; automate workflows; manage notifications; create calendars; manage a shared Outlook mailbox; collaborate on Microsoft files; display project dashboards; customize permissions by person; group, or
organization; integrate custom Google maps with interactive data; and significantly increases the size of files that can be shared. For our current construction management projects, SharePoint is being utilized in maintaining various logs such as RFIs, Submittals, Change Orders, and PayApps, saving our clients significant cost instead of purchasing CM software for their projects. Data from SharePoint sites are integrated directly to our reports that makes data visualization
seamless and effective. See Page 14 for a more detailed view of the example dashboard to the right.

Payment Monitoring and Change Orders
Our team recognizes the importance of tracking project cost vs deliverables for accurate forecasting and adherence to the project budget. Accurate tracking of materials used, equipment utilized, and construction personnel on site will be critical in establishing accurate progress payments. Our inspection team will verify that accurate reporting is captured on quantity sheets. Field measurements and calculations will be shown to provide proper payment to the contractor.

The RE will review these quantity sheets for accuracy then load them into the document control system.

RailPros’ CM team will identify any project issues and resolve them at the lowest possible level to mitigate the possibility of a claim. Should any claim arise we will most likely know the origin of the claim and will review the basis of the contractor’s claim and determine its validity. We will present this information to the City to achieve concurrence to issue a contract change order. An independent cost estimate will then be prepared, and negotiations will be carried out with the contractor, after which the work can proceed. Our team understands that these processes can cost the project time delays and will move quickly and diligently to minimize any impact to the project schedule. All associated construction activities related to the change order will be tracked to ensure proper billing by the contractor in association with the extra work.

QA/QC
Project correspondence and deliverables will follow the review guidelines developed in the Project Quality Plan.

Monthly progress reports and correspondence with the contractor, the City and stakeholders will be reviewed by the Principal-in-Charge Larry Shaw and/or the Technical Advisor Robert Williams, PE.

Power BI Desktop

METRO LINK UNION STATION PROJECT - PHASE A
Project Dashboard

DISCIPLINE
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LOCATION
All 
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All 

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RESET ALL

FILTERS
$2bn
Baseline Budget
$104.29M
Actuals To Date
$1.9bn
Budget Remaining

PROJECT FINANCIALS

PROJECT PERFORMANCE MANAGEMENT

EARNED VALUE MANAGEMENT
100%

56.7%
Planned Value
Actuals To Date
Earned Value
$315.16M
$104.29M
$178.73M

1.3 CPI

0.8 SPI
$779.15M
ETC
$642.72M
EAC

RIGHT OF WAY TRACKING

PROJECT MAP
© 2022 TomTom, © Vexcel Imaging, © 2022 Microsoft Corporation© 2022 TomTom, © Vexcel Imaging, © 2022 Microsoft Corporation

RFI/SUBMITTAL TRACKER

OPEN RFIS
30 OPEN

SUBMITTALS
55 OVERDUE RFIS
12 OVERDUE

SUBMITTALS
8 ACCELERATED
RFIS
4 ACCELERATED

SUBMITTALS
6 $74.44M
Cost Variance

LOSSAN SCRRA
Budget Amounts Actuals

UTILITY RELOCATION STATUS
# DESIGN

LOCATIONS
12 # CONSTRUCTION

LOCATIONS
16 CRITICAL PATH

LOCATIONS
4 PROJECT COST BY PHASE
$500M (25%)
$500M (25%)
$400M (20%)
(12.5%)
$250M (12.5%) (5%)
$250M
$100M
Phase
Design
Environmental
Construction
Engineering
ROW
Utility

Responsiveness
1 Commitment to Superior Work Products
4 Our work on the 100% PS&E and C&M reviews required a quick turnaround - we provided comments to finalize plans - receiving requests for only minor clarifications, and made recommendations for significant savings opportunities.

PAGE 19
Rail isn’t a part of our business, it IS our business
SECTION 7
Required Forms

Page 25 ends

7. Required Forms

7.1 Certification of Qualification
RFP #: _________
The undersigned hereby submits its proposal and agrees to be bound by the terms and conditions of this Request for Proposals (RFP).

1. Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or any work connected with this proposal. Should any agreement be approved in connection with this Request for Proposals, Proposer declares and warrants that no elected or appointed official, officer or employee of the City, during the term of his/her service with the City shall have any direct interest in that agreement, or obtain any present, anticipated or future material benefit arising therefrom.

2. By submitting the response to this request, Proposer agrees, if selected to furnish services to the City in accordance with this RFP.

3. Proposer has carefully reviewed this proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the Proposer and that the Proposer is responsible for them.

4. It is understood and agreed that the City reserves the right to accept or reject any or all Proposals and to waive any informality or irregularity in any proposal received by the City.

5. The proposal response includes all of the commentary, figures and data required by the Request for Proposals.

6. The proposal shall be valid for 90 days from the date of submittal.

7. Proposer acknowledges that the City may issue addendums related to this RFP and that the proposer has reviewed the following addendums which have been issued:

Addendum: _____________________________
Addendum: _____________________________
Addendum: _____________________________
Addendum: _____________________________

8. Proposer further acknowledges the provisions of any addendums issued have been incorporated into their proposal.

Signature of Authorized Representative: _______________________________ Printed Name and Title: ____________________________________________ Nathan Ortega, PE
Vice President of Engineering - West Region
#1, Issued July 19, 2023
#3, Issued July 19, 2023
#2, Issued July 19, 2023
CIP 19-31
#4, Issued July 31, 2023

Page 26 ends

7.2 Non-Collusion Affidavit
RFP #: _________
The undersigned declares states and certifies that:

City of Baldwin Park

1. This proposal is not made in the interest of or on behalf of any undisclosed person, partnership, company, association, organization or corporation.

2. This proposal is genuine and not collusive or sham.

3. I have not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and I have not directly or indirectly colluded, conspired, connived, or agreed with any other Proposer or anyone else to put in a sham proposal or to refrain from submitting to this RFP.

4. I have not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the fee schedule price or to fix any overhead, profit or cost element of the fee schedule price or to secure any advantage against the City of Baldwin Park or of anyone interested in the proposed contract.

5. All statements contained in the proposal and related documents are true.

6. I have not directly or indirectly submitted the fee schedule price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any person, corporation, partnership, company, association, organization, RFP depository, or to any member or agent thereof, to effectuate a collusive or sham proposal.

7. I have not entered into any arrangement or agreement with any City of Baldwin Park public officer in connection with this proposal.

8. I understand collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.

Signature of Authorized Representative:
____________________________________________
Printed Name and Title:
____________________________________________
CIP 19-31
Nathan Ortega, PE
Vice President of Engineering - West Region

Page 27 ends

7.3 Compliance with Insurance Requirements
RFP #: _________
The selected consultant will be expected to comply with the City's insurance requirements contained within this RFP.

The undersigned declares states and certifies that:

1. Proposer agrees, acknowledges and is fully aware of the insurance requirements as specified in the Request for Qualifications.

2. If selected, proposer agrees to accept all conditions and requirements as contained therein.

Page 28 ends

7.4 Acknowledgement of Professional Services Agreement

RFP #: _________

City of Baldwin Park

The selected consultant will be expected to comply with and sign the City’s Professional Services Agreement. Proposers should identify and/or indicate any exceptions to the Sample Professional Services Agreement included in Section 6.2. The City Attorney or their designee retains the discretion to accept or reject proposed exceptions or modifications to the City s Professional Services Agreement.

1. Proposer agrees, acknowledges and is fully aware of the conditions specified in the City’s Sample Professional Services Agreement.

2. Proposer agrees to accept all conditions and requirements as contained therein with exceptions noted as follows:

______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ ________________________________________________

Signature of Authorized Representative:

____________________________________________

Printed Name and Title:

____________________________________________

CIP 19-31
Nathan Ortega, PE
Vice President of Engineering - West Region

Page 29 ends

7.5 Debarment and Suspension Certification

This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 13 CFR Part 145. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). Copies of the regulations are available from local offices of the U.S. Small Business Administration.

(BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS ON THE SECOND PAGE)

(1) The prospective consultant certifies to the best of its knowledge and belief that it and its principals:

(a) Are not presently debarred, suspended, proposed for disbarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

(b) Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and

(d) Have not within a three-year period preceding this application had one or more public transactions (Federal, State, or local) terminated for cause or default.

(e) Have been registered and have an active status on sam.gov

(2) Where the prospective consultant is unable to certify to any of the statements in this certification, such prospective consultant shall attach an explanation to this proposal.

Business Name

Date By
Name and Title of Authorized Representative

Signature of Authorized Representative

RailPros, Inc.

August 7, 2023
Nathan Ortega, PE
Vice President of Engineering - West Region
Rail isn’t a part of our business, it IS our business
SECTION 8
Fee Schedule
Construction Management Services for CIP 19-31, Street Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project RailPros’ Fee Schedule is included in a separate, sealed envelope. 8 FEE SCHEDULE

Attachment A - Consultant Cost Proposal
Task Order Estimate - Hourly Breakdown
Consultant/Subconsultant: Contract No.: CIP 19-31
Total Hours = 1,385 Task Order No.: 0
Total Costs = $293,090.85 Task Order Title: Amendment No.: 0 Larry Shaw Phil Hodges Ricky Kissel Jana Nakamura Robert Williams Matt Britten Blake Loftus Randall Bird
Principal In
Charge
Contract
Manager/
Construction
Manager
RE/ Inspector
Document
Control/
Administration
Technical
Expert
Technical
Expert Inspector Signals
Item WBS Cost -Code Task Description $290.00 $197.76 $215.27 $144.20 $247.20 $267.80 $161.71 $260.00 1 Task A Engineering Plan Check Services

1.1 4 4 2 4 4 18 $3,874.56

1.2 2 2 4 $826.06

1.3 2 2 4 $826.06
Subtotals (Hours) = N/A 0 8 8 0 0 2 4 4 26 $5,526.68
2 Task B Bid Support

2.1 16 16 32 $6,608.48

2.2 10 5 15 $3,053.95

2.3 Analyze Bid Responses/Support Pre-award mtgs and negotiations 16 16 32 $6,608.48

2.4 Check Contractors references, licenses, and experiece 4 4 $791.04

2.5 0 4 4 $576.80

2.6 2 16 18 $3,839.84

2.7 4 4 8 $1,652.12

2.8 4 4 8 $1,652.12

2.9 4 4 8 $1,652.12
Subtotals (Hours) = N/A 0 60 65 4 0 0 0 0 129 $26,434.95 3 Task C Construction Management and Inspection
Services

3.1 8 8 2 18 $3,592.64

3.2 6 6 $1,186.56

3.3 12 0 52 15 79 $18,382.04

3.4 75 75 $14,832.00

3.5 450 450 100 24 1,024 $208,274.50

3.6 0 0 0 $0.00

3.7 0 0 0 $0.00

3.8 0 0 0 $0.00

3.9 16 16 32 $6,608.48

3.10 $8,253.00 0 $8,253.00
Subtotals (Hours) = N/A 12 555 526 2 15 0 108 24 1,234 $261,129.22 Total (Hours) 12 623 599 6 15 2 100 28 1,385
Subtotals (Costs) = $8,253.00 $3,480.00 $109,756.80 $113,232.02 $865.20 $3,708.00 $535.60 $17,464.68 $5,200.00 1,385 $293,090.85 *Rates guaranteed through the end of project Totals = 1,685 $293,090.85 ** Full time inspection based on 6 month duration, 4x/week based on 7.5 month duration Total
Hours
RP
Totals ODCs
Review Plans
Establish Communication between stakeholders
Coordinate Meetings
Total ODCs for this task
Prebid Meetings/General Bid Preparation
Attend Pre-bid/Prepare Bid Results Sheet
Set Up Doc Control System
Prepare Staff Report for Awarding
General Stakeholder Coordination
Review Permits
Schedule and Chair Pre-construction meetings
Assist Contractor with MetroLink ROE Process
General Project Coordination
SCRRA Coordination
Provide Full Time Project Inspection**
General Contract Management (Included in 3.5)
Furnish Quality Reports (Included in 3.5)
Prepare Monthly Reports (Included in 3.5)
Prepare Final CM Report
Obtain Outstanding Permits
RailPros
Construction Management Services for CIP 19-31 Improvements at Pacific Avenue and Bogart Avenue Traffic Signal and Rail Crossing Safety Project
Baldwin Park CM Cost Proposal Rev. 1 Page 1 of 1

STAFF REPORT
ITEM NO. _____8_____

Page 1 ends

TO: Honorable Mayor and Members of the City Council
FROM: Enrique Zaldivar, Chief Executive Officer
Ron Garcia, Director of Community Development
Julia Sylva, Cannabis Special Counsel

DATE: September 20, 2023
SUBJECT: Adoption of Resolution No. 2023 -030 establishing Guidance for The Negotiation of Commercial Cannabis
Community Benefit Fees.

SUMMARY
The purpose of this staff report is to introduce for consideration Resolution No. 2023-030 that would establish guidance for the negotiation of Commercial Cannabis Community Benefit Fees to be included in a recommended commercial cannabis agreement (CCA).

RECOMMENDATION
It is recommended that the City Council adopt Resolution No. 2023-030, entitled "A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF BALDWIN PARK ESTABLISHING GUIDANCE FOR THE

NEGOTIATION OF COMMERCIAL CANNABIS COMMUNITY BENEFIT FEES TO BE INCLUDED IN

A RECOMMENDED COMMERCIAL CANNABIS AGREEMENT (CCA) FOR CANNABIS MANUFACTURING, CULTIVATION AND DISTRIBUTION OPERATIONS”.

FISCAL IMPACT
There are no fiscal impacts related to the adoption of the Resolution at this time. Adoption of the Resolution is to establish guidance for the negotiation of Commercial Cannabis Community Benefit Fees. The Community Benefit Fees reflects the City Council ’s goal to lower the fees in response to cannabis operators requests to make the fees more equitable.

BACKGROUND
On September 6, 2023, The Council held a Commercial Cannabis Program Policy Update Discussion regarding the establishment of annual Commercial Cannabis Community Benefit Fees, key terms and conditions within the Commercial Cannabis Agreement (CCA), and ado ption of an ordinance setting administrative fines or penalties for illegal cannabis activity.

At the conclusion of the policy update discussion the City Council directed staff to prepare a Resolution establishing the guidance for negotiating Community Benefit Fee to be included in the recommended Commercial Cannabis Agreement (CCA), both of which have been included as exhibits to the resolution (Attachment 1). This proposed Resolution will become effective upon adoption.

Page 2 ends

CEQA REVIEW
The City Council finds that the Resolution is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment), and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.

ATTACHMENTS

1. Resolution No. 2023-030 (with Exhibits)

RESOLUTION NO. 2023-030

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BALDWIN PARK ESTABLISHING GUIDANCE FOR THE

NEGOTIATION OF COMMERCIAL CANNABIS

COMMUNITY BENEFIT FEES TO BE INCLUDED IN A

RECOMMENDED COMMERCIAL CANNABIS AGREEMENT
(CCA) FOR CANNABIS MANUFACTURING, CULTIVATION

AND DISTRIBUTION OPERATIONS
WHEREAS, the City Council of the City of Baldwin Park (“City”) initiated its Cannabis Program in August of 2017 with the adoption Ordinance No. 1400 that included a provision that “… commercial cannabis businesses engaged in manufacturing, cultivation, distribution, and retail [to] enter into a commercial cannabis agreement with the City that established the terms and conditions of operations including the payment of fees…”; and
WHEREAS, On November 3, 2021, the City Council adopted Ordinance Nos. 1460 and 1461 to amend various provisions of the City’s cannabis regulations to require that cannabis businesses obtain a development agreement issued pursuant to California Government Code, Section 65864 et. seq. and limit the total number of cannabis permits issued; and
WHEREAS, On March 15, 2023, The City Council adopted City Council Resolution 2023-11 and 2023-12 amending the City’s Planning Fee Schedule to set application fees charged to commercial cannabis applicants; and
WHEREAS, On September 6, 2023, a draft Commercial Cannabis Agreement (CCA) was presented to the City Council for consideration and this document is proposed to be used in lieu of the Development Agreement to establish binding terms and conditions for commercial cannabis businesses including the negotiation of public benefits provided to the City; and
WHEREAS, the public benefits to be negotiated and provided in each CCA are intended to recognizes that cannabis project proponents are being afforded greater latitude in developing their projects than other similar land uses in exchange for agreeing to contribute greater public benefits than could otherwise be required, and that the project proponents do so freely and voluntarily, with full knowledge and consent; and WHEREAS, to assist City staff in evaluating whether the public benefits being negotiated are appropriate and consistent with benefits provided by other similarly impactful land uses and other cannabis-related businesses in other cities and are not disproportionately excessive or under-inclusive, staff:

1. Conducted an analysis of fees that are charged to retail cannabis project proponents pursuant to the newly-approved Measure CB;
5 4
2 2

2. Conducted an analysis of fees charged to cannabis businesses in surrounding cities; and

3. Commissioned a study by HDL which analyzed equivalent cannabis fees in other cities by size of their facility; and
WHEREAS, using this information, the City Council was presented with a methodology for calculating a suggested minimum public benefit fee based on a tiered square footage/size of the cannabis business that can guide staff in their discussions with cannabis manufacturing, cultivation and distribution proponents as part of the CCA negotiations; and
WHEREAS, this resolution is intended to provide staff with guidance concerning City Council expectations concerning the public benefits to be negotiated in each CCA.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES HEREBY RESOLVE, FIND, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1.The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2.The City Council hereby determines that:

1. The Community Benefit Fee Table attached hereto as Exhibit “A” to this resolution shall be used by City staff as guidance to assist in negotiating and determining the Community Benefits to be included all commercial cannabis manufacturing, cultivation, and distribution CCA’s. Nothing contained herein shall prohibit staff from negotiating equivalent non-monetary benefits as part of such negotiations.

2. All new commercial cannabis manufacturing, cultivation, and distribution CCA’s applicants shall enter into a Commercial Cannabis Agreement (CCA) in substantial form to that attached hereto as Exhibit “B.”
SECTION 3.CEQA. The City Council finds that this Resolution is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment), and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

SECTION 4.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 5. Effective Date. This Resolution shall take effect immediately upon adoption.
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PASSED AND APPROVED this 20th day of September 2023.
______________________________________
EMMANUEL J. ESTRADA
MAYOR
ATTEST:

STATE OF CALIFORNIA
COUNTY OF LOS ANGELES SS.

CITY OF BALDWIN PARK
I, Christopher Saenz, City Clerk, of the City of Baldwin Park, do hereby certify that the foregoing Resolution No. 2023-030 was duly adopted by the City Council of the City of Baldwin Park at a regular meeting held on the 20th day of September 2023 by the following vote to wit:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

_________________________________

CHRISTOPHER SAENZ

CITY CLERK
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EXHIBIT “A”
[ATTACH FEE TABLE]

5 4
2 2
EXHIBIT “B”
[ATTACH SAMPLE CCA]

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______________________________________________________________________

MODEL

COMMERCIAL CANNABIS AGREEMENT

by and between

CITY OF BALDWIN PARK

and

______________________________

Relating to

Commercial Cannabis Activity – [Cultivation, Manufacturing, Distribution, Retail]1

______________________________________________________________________

1 Language in [brackets] subject to change depending on license type.

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COMMERCIAL CANNABIS AGREEMENT
ARTICLE 1. PARTIES AND DATE.

This Commercial Cannabis Agreement dated ________________, 202 3 is Case No. __________. This Agreement is entered into between (i) the CITY OF BALDWIN PARK , a California municipal corporation ("CITY"), and (ii) __________________________ ("LICENSEE") ("AGREEMENT"). This AGREEMENT shall become effective on the Effective Date defined in Section 3.1.17 below.

ARTICLE 2. RECITALS.

Recitals specific to LICENSEE…

WHEREAS, by this AGREEMENT, the Parties wish to set forth terms and conditions for the operation of commercial cannabis activity in the CITY; specifically, [cultivation, manufacturing, distribution, retail].

NOW, THEREFORE, in consideration of the promises, covenants, agreements, and understandings set forth herein, the parties agree as follows:

ARTICLE 3. GENERAL TERMS.

Definitions and Exhibits. The following terms when used in this AGREEMENT shall be defined as follows:

3.1.1 "Agreement" means this Commercial Cannabis Agreement.

3.1.2 “Application” means the CITY’s Commercial Cannabis Permit Application- [Cultivation, Manufacturing, Distribution, Retail], submitted by LICENSEE in furtherance of this AGREEMENT, upon which the CITY has detrimentally relied upon in executing same.

3.1.3 “BPMC” means Baldwin Park Municipal Code.

3.1.4 “California Cannabis Laws” means “MAUCRSA,” and the regulations adopted and promulgated by the State Licensing Authorities pursuant to “MAUCRSA”, as such laws and regulations may be amended from time to time.

3.1.5 “Cannabis” means all parts of the plant Cannabis sativa Linnaeus, Cannabis indica, or Cannabis ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. "Cannabis" also means the separated resin, whether crude or purified, obtained from cannabis. "Cannabis" also means marijuana as defined by Section 11018 of the California Health & Safety Code. "Cannabis" does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. For the purpose of this agreement, “cannabis” does

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not mean industrial hemp as that term is defined by Section 81000 of the California Food & Agricultural Code or Section 11018.5 of the California Health & Safety Code.

3.1.6 “Cannabis Product” means cannabis that has undergone a process whereby the plant material has been transformed into a concentrate, including, but not limited to, concentrated cannabis, or an edible or topical product containing cannabis or concentrated cannabis and other ingredients.

3.1.7 “Certificate of Occupancy” (COO) means a document issued by the CITY stating that the Property is suitable for use and occupancy for Commercial Cannabis Activity by the LICENSEE, that it is considered compliant with the building code and safety standards imposed by the CITY , and that the State has issued a commercial cannabis license to the LICENSEE to operate on the Property.

3.1.8 "CITY" means the CITY of Baldwin Park, a California municipal corporation.

3.1.9 "Commercial Cannabis Activity" has the same meaning as that term is defined under MAUCRSA and includes any legal use under MAUCRSA and the BPMC, including without limitation, the cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, packaging, labeling, transportation, delivery, or sale of cannabis and Cannabis Products as regulated under Chapter 5.18 of the BPMC.

3.1.10 "Commercial Cannabis Business License" or “License” means a commercial cannabis business permit issued by the CITY pursuant to Chapter [127/128] of the BPMC to a commercial cannabis business and is required before any Commercial Cannabis Activity may be conducted in the CITY.

3.1.11 [“Community Benefit Fee” has the meaning set forth in Article 5, of this AGREEMENT.]

3.1.12 Omitted.

3.1.13 “Days" mean calendar days unless otherwise specified.

3.1.14. Omitted.

3.1.15 "Effective Date" means the day this AGREEMENT is approved and adopted by the City Council of the CITY and signed by the Mayor of the CITY, or his designee.

3.1.16 "Existing Project Approvals" if applicable, means all Project Approvals granted or issued prior to or on the Effective Date. Existing Project Approvals include the approvals set forth in Section 3.27 and all other approvals which are a matter of public rec ord prior to or on the Effective Date.

3.1.17 "Existing Land Use Regulations" if and where applicable, means all Land Use Regulations in effect on the Effective Date. Existing Land Use Regulations include all regulations that are a matter of public record on the Effective Date as they may be modified by the Existing Development Approvals.

3.1.18 Omitted.

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3.1.19 “Landlord Consent” if applicable, means that the fee simple absolute owner (“Property Owner”) has granted the LICENSEE with written authorization to use the Property for commercial cannabis operations.

3.1.20 “Land Use Regulations" if and where applicable, means all ordinances, resolutions, codes, policies and procedures, adopted by the CITY governing the development and use of land, including the permitted use of land, the density or intensity of use, subdivi sion requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Property.

3.1.21 “Licensee” has the meaning set forth in the preamble of this AGREEMENT, above. A person who has been issued a commercial cannabis business permit by the CITY, under this chapter for a licensed premise.

3.1.22 “Licensee’s Application” means the application for m of a Commercial Cannabis Business License submitted by LICENSEE to the CITY, a copy of which is attached as Attachment No. 3.

3.1.23 “Major Amendment: means an amendment that shall have a material effect on the terms of this Agreement which shall require approval by the City Council pursuant to California law.

3.1.24 “MAUCRSA” means the Medicinal and Adult -Use Cannabis Regulation and Safety Act, codified as Business and Professions Code Section 26000 et seq., as may be amended from time to time.

3.1.25 “Medicinal” with regard to cannabis or Cannabis Products means cannabis or Cannabis Products, respectively, intended to be sold or used for medicinal purposes as set forth in MAUCRSA.

3.1.26 “Minor Amendment” means a clerical amendment to this Agreement that shall not materially affect the terms of this Agreement and is subject to approval by the Chief Executive Officer.

3.1.27 “Mortgagee" if applicable, means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender and its successors-in interest.

3.1.28 "Processing Fees" means the normal and customary application, filing, plan check, permit fees for land use approvals, design review, tree removal permits, building permits, demolition permits, grading permits, and other similar permits and entitlements, an d inspection fees, which fees are charged to reimburse the CITY's expenses attributable to such applications, processing, permitting, review and inspection and which are in force and effect on a general basis at such time as said approvals, permits , review, inspection or entitlements are granted or conducted by the CITY.

3.1.29 "Project" means the development of the Property contemplated by this AGREEMENT, as such Project may be further defined, enhanced, or modified pursuant to the provisions of this AGREEMENT. The Project shall consist of this AGREEMENT, the Application, any and all entitlements, licenses, and permits related to the Project.

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3.1.30 "Project Approvals" if applicable, means all other entitlements for the development of the Property in furtherance of the Project, including any and all conditions of approval, subject to approval or issuance by the CITY in connection with Project. "Projec t Approvals" also include both the Existing Project Approvals and the Subsequent Project Approvals approved or issued by the CITY that are consistent with this AGREEMENT.

3.1.31 "Project Development" if applicable, includes grading, construction or installation of public and private facilities and the right to maintain, repair or reconstruct any private building, structure, improvement or facility after the construction and completion thereof; provided, however, that such maintenance, repair, or reconstruction take place within the Term of this AGREEMENT on the Property.

3.1.32 “Project Plan" if applicable, means the Project Approvals and the Existing Land Use Regulations applicable to development of the Property for the Project, as modified and supplemented by Subsequent Project Approvals.

3.1.33 "Property" means the real property commonly known as and identified in Attachment No. 1, herein ( common address, APN, and legal description of the Property), which is incorporated by this reference. LICENSEE may modify the location or locations , change locations, or add locations to the Property, pursuant to Section 128.12 of the BPMC.

3.1.34 “Reasonable” means using due diligence to accomplish a stated objective that the subject party is capable of performing or providing under the circumstances in a manner that is consistent with the intent and objective of the AGREEMENT.

3.1.35 “Reservations of Authority" means the rights and authority excepted from the assurances and rights provided to LICENSEE under this AGREEMENT and reserved to the CITY as described in Section 4.4.

3.1.36 Omitted.

3.1.37 “State” means, collectively, the State of California and the Department of Cannabis Control of the State.

3.1.38 "Subsequent Project Approvals" if applicable, means all future discretionary approvals and all ministerial Project Approvals required subsequent to the Effective Date in connection with development of the Property, including without limitation, subdivision improvement agreements that require the provision of bonds or other securities. Subsequent Project Approvals include, but are not limited to, all excavation, grading, building, construction, demolition, encroachment, or street improvement permits, occupan cy certificates, utility connection authorizations, or other permits or approvals necessary, convenient, or appropriate for the grading, construction, marketing, use and occupancy of the Project within the Property at such times and in such sequences as LICENSEE may choose consistent with the Project and this AGREEMENT.

3.1.39 "Subsequent Land Use Regulations" if applicable, means any Land Use Regulations defined in Section 3.1.12 that are adopted and effective after the Effective Date of this AGREEMENT.

3.1.40. [“Tax” means that commercial cannabis sales tax approved by the voters of the CITY on November 8, 2022, which shall not exceed five percent (5%), which is initially set

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by the Parties at four percent (4%). The Tax shall be imposed on all gross receipts of LICENSEE, including, but not limited to, all products and accessories associated with the use and consumption of commercial cannabis.]

3.2 Binding Effect of AGREEMENT . The Property is hereby subject to terms and conditions of this AGREEMENT. Subject to LICENSEE's receipt of all Development Approvals relative thereto, the Development of the Property is hereby authorized and shall, except as otherwise provided in this AGREEMENT, be carried out only in accordance with the terms of this AGREEMENT.

3.3 Ownership of Property; Landlord Consent. LICENSEE represents and covenants that it has a legal or equitable interest in the Property, as defined herein. In the event that LICENSEE is not the fee simple absolute owner of the Property, LICENSEE shall provide CITY with written Landlord Consent.

3.4 Term. The parties agree that the Term of this AGREEMENT shall be five (5) years commencing on the date the Certificate of Occupancy is issued for the Project subject to the written extension and early termination provisions described in this AGREEMENT. Upon termination of this AGREEMENT, this AGREEMENT shall be deemed terminated and of no further force and effect, except terms that are expressly stated in this AGREEMENT to survive termination without the need of further documentation from the parties hereto. The LICENSE will expire at the close of the 5 th year and will require the LICENSEE to reapply with the CITY for a new LICENSE.

3.4.1. AGREEMENT Renewal . The Chief Executive Officer (CEO) shall determine whether to renew the AGREEMENT for an additional five (5) years. The CEO shall use the CCA Checklist, attached hereto, to determine renewal of the AGREEMENT. If the CEO determines to renew, the AGREEMENT shall be forwarded to the City Council for formal approval as a consent calendar item.

3.4.2. Non-Renewal of AGREEMENT/Cure Period. If the CEO determines not to renew the AGREEMENT; he/she shall provide the LICENSEE with ability to remedy and/or cure the deficiencies set forth in the CCA Checklist, attached hereto, to be cured within sixty (60) days from date of written notice of Non -Renewal from the CEO to the LICENSEE. If the LICENSEE does not cure within the sixty (60) day period, the AGREEMENT shall not be renewed.

3.4.3. Appeal to the City Council. The LICENSEE shall appeal any Non-Renewal of AGREEMENT of the CEO to the City Council, within sixty (60) days from written notice of Non- Renewal. The decision of the City Council re Non -Renewal of AGREEMENT shall be final and binding.

3.5 Extension of Term . This AGREEMENT may only be extended by mutual agreement of CITY and LICENSEE in writing, following approval by the City Council, and signed by Mayor and the LICENSEE. If the City Council does not approve such an extension, any such agreement is null and void.

3.6 Automatic Termination. This AGREEMENT shall automatically terminate upon the happening of any of the following material events:

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3.6.1. Revocation of License by the State and/or the CITY, pursuant to the terms in this AGREEMENT, which prohibits the LICENSEE from operation of a commercial cannabis facility in the CITY, following any applicable notice or cure period and provided that LICENSEE has exhausted all administrative remedies and can neither appeal nor reapply for a License within one (1) calendar year of the revocation; or

3.6.2. Abandonment and/or Surrender by LICENSEE of State and/or CITY License, pursuant to the terms in this AGREEMENT, which abandons and/or surrenders the License to operate a commercial cannabis [cultivation, manufacturing, distribution, retail] facility in the CITY, with such abandonment/surrender occurring only following either (1) written notice by LICENSEE affirming its intention to abandon/surrender the License by a date certain, or (2) at least one (1) calendar year of inactivity at the Project, as determined exclusively by the CITY, in good faith.

3.7 Effect of Automatic Termination. The Automatic Termination of this AGREEMENT (as set forth in section 3. 6, above) shall constitute termination of all land use entitlements and permits approved for the LICENSEE and/or the Property , pursuant to the terms of this AGREEMENT. Upon the termination of this AGREEMENT, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination, or with respect to any defau lt in the performance of the provisions of this AGREEMENT, which has occurred prior to such termination, or with respect to any obligations which are specifically and expressly set forth as surviving this AGREEMENT. In the event of abandonment and/or surrender of License by LICENSEE, LICENSEE shall pay all fees due and payable to the CITY, up to date of abandonment and/or surrender. CITY shall immediately notify the State of any termination of this AGREEMENT.

3.8 Notices.

3.8.1 Notice Defined. As used in this AGREEMENT, notice includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment, or other communication required or permitted hereunder.

3.8.2 Written Notice and Delivery . All notices shall be in writing and shall be considered given:

(i) when delivered in person to the recipient named below; or three (3) days after deposit in the United States mail, postage prepaid, addressed to the recipient named below; or

(ii) on the date of personal delivery shown in the records of the delivery company after delivery to the recipient named below; or

(ii) on the date of delivery by facsimile transmission to the recipient named below if a hard copy of the notice is deposited in the United States mail, postage prepaid, addressed to the recipient named below. All notices shall be addressed as follows:

If to the CITY: Chief Executive Officer

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14403 E. Pacific Avenue
Baldwin Park, CA 91706

With copy to:

Office of the City Attorney
14403 E. Pacific Avenue
Baldwin Park, CA 91706

If to LICENSEE:

TBD
Attn: TBD

With copy to:

TBD
Attn: TBD

With copy to:

TBD

3.8.3 Address Changes. Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3.9 Validity of this AGREEMENT . LICENSEE and the CITY each acknowledge that neither party has made any representations to the other concerning the enforceability or validity of any one or more provisions of this AGREEMENT. The parties acknowledge and agree that neither party shall allege in any administrative or judicial proceeding that the entering into or the performance of any obligations created in this AGREEMENT violates federal or state law, with respect to all federal, state, and local statutes, ord inances, or regulations in effect as of the Effective Date.

3.10 [Tax/Community Benefit Fee] . As defined herein , is due and payable on a quarterly basis to the CITY, following the close of each fiscal quarter, pursuant to Section 3.11, below.

3.11 Commercial Cannabis Banking. The CITY will not accept cash payments for any fees or costs associated with this AGREEMENT. LICENSEE shall establish a banking relationship with a bank that allows for payments to the CITY via company check, cashier’s check, or money order. Alternatively, LICENSEE, may wire funds and/or ACH directly to the CITY.

ARTICLE 4. COMMERCIAL CANNABIS PROJECT.

4.1 Right to Develop . LICENSEE shall, subject to the terms of this AGREEMENT, develop the Property with a commercial cannabis facility in accordance with and to the extent of the Application. The Property shall remain subject to all Subsequent Project Approvals required to complete the Project as contemplated by the Application.

4.2 Effect of AGREEMENT on Land Use Regulations . Except as otherwise provided by this AGREEMENT, the rules, regulations and official policies and conditions of approval

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governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement, occupancy and construction standards and specifications applicable to development of the Property shall be the Application. Provided, however, that in approving tentative subdivision maps, the CITY may impose ordinary and necessary dedications for rights -of-way or easements for public access, utilities, water, sewers, and drainage, having a nexus with the particular subdivision; provided, further, that the CITY may impose and will require normal and customary subdivision improvement agreements and commensurate security to secure performance of LICENSEE's obligations thereunder.

4.3 Changes to Project. The parties acknowledge that changes to the Project may be appropriate and mutually desirable. The CITY shall act on such applications, if any, in accordance with the Existing Land Use Regulations, subject to the Reservations of Authority, or except as otherwise provided by this AGREEMENT. If approved, any such change in the Existing Development Approvals shall be considered an additional Existing Project Approval.

4.4 Reservations of Authority. Any other provision of this AGREEMENT to the contrary notwithstanding, the Project shall be subject to subsequently adopted ordinances, resolutions ("Subsequent Land Use Regulations" or sometimes referred to as "Reservation of Authority") on the following topics:

4.4.1 Processing Fees imposed by the CITY to cover the estimated or actual costs to the CITY of processing applications for the Project or for monitoring compliance with any requirements for approval, granted or issued, which fees are charged to reimburse the CITY's lawful expenses attributable to such applications, proces sing, permitting, review, and inspection and which are in force and effect on a general basis at such time as said approvals, permits, review, inspection, or entitlement are granted or conducted by the CITY.

4.4.2 Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure.

4.4.3 Regulations governing engineering and construction standards and specifications including, any and all uniform codes adopted by the State of California and subsequently adopted by the CITY.

4.4.4 Regulations which may be in conflict with the Development Plan, but which are reasonably necessary to protect the public health and safety; provided, however, the following shall apply:
(a) That to the extent possible, such regulations shall be applied and construed so as to provide LICENSEE with the rights and assurances provided in this AGREEMENT.
(b) That such regulations apply uniformly to all new development projects of the same uses within the CITY.

4.4.5 Regulations that do not conflict with the Project. The term "do not

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conflict" means new rules, regulations, and policies which: (a) do not modify the Project, including, without limitation, the permitted land uses, the density or intensity of use, the phasing or timing of the Project, the maximum height and size of propos ed buildings on the Property, provisions for dedication of land for public purposes and Development Exactions, except as expressly permitted elsewhere in this AGREEMENT, and standards for design, development and construction of the Project; (b) do not prev ent LICENSEE from obtaining any Subsequent Project Approvals, including, without limitation, all necessary approvals, permits, certificates, and the like, at such dates and under such circumstances as LICENSEE would otherwise be entitled by the Project; or (c) do not prevent LICENSEE from commencing, prosecuting, and finishing grading of the land, constructing public and private improvements, and occupying the Property, or any portion thereof, all at such dates and schedules as LICENSEE would otherwise be e ntitled to do so by the Development Plan.

4.4.6 The CITY shall not be prohibited from applying Subsequent Land Use Regulations that do not affect permitted uses of the land, density, design, public improvements (including construction standards and specifications) or the rate of development of the Development, nor shall the CITY be prohibited from denying or conditionally approving any Subsequent Project Applications on the basis of such Subsequent Land Use Regulations.

4.5 Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the CITY possess authority to regulate aspects of the Project, separately from or jointly with the CITY, including, but not limited to the Los Angeles County Health Department, the Los Angeles County Fire Department, and the STATE. This AGREEMENT does not limit the authority of such other public agencies. The CITY shall reasonably cooperate with such other public agencies processing Project Approvals.

4.6 Tentative Subdivision Map and Project Approvals Lifespan . The term of any tentative subdivision map shall be in effect for a period of fifteen (15) years, and may be extended pursuant to the provisions of the California Subdivision Map Act (Government Code §§ 66410 et seq.) All Project Approvals shall not expire if LICENSEE commences Substantial Construction of the Project within one (1) year from the Effective Date of this AGREEMENT , which period shall be tolled during any necessary applications for permits or other local entitlements, that are within the control of the Licensee; otherwise, no tolling period. . "Substantial Construction" means the submittal of a building permit in furtherance of the Project.

4.7 Satisfaction of Conditions of Approval . LICENSEE shall comply with any and all conditions of approval for any entitlement, permit, or license it receives from the CITY.

4.8 Subsequent Entitlements. Prior to commencement of construction of the Project, LICENSEE shall be required to submit applications for any and all subsequent entitlements, if any, consistent with the terms and conditions set forth in this AGREEMENT.

4.9 CITY Records Inspection. LICENSEE acknowledges and agrees that the CIT Y is empowered to examine LICENSEE's books and records. The CITY has the power and authority to examine such books and records at any reasonable time, with seventy-two (72) hours written notice, including but not limited to, during normal business hours; provided however, that, should the CITY elect to examine LICENSEE’s books and records more than one (1) time per calendar year, LICENSEE shall only bear the cost of such review in the ini tial instance, and the costs of any subsequent examination(s) shall be borne solely by the CITY; CITY shall keep all books and

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records strictly confidential . If the CITY wishes to inspect the areas of the Property where the commercial cannabis activity is being conducted, CITY may do so at any time with no prior notice to LICENSEE. In addition, CITY agrees that all of its employees or agents which enter the [cultivation, manufacturing, distribution, retail] facility shall follow all of the policies and guidelines imposed on LICENSEE's employees, including without limitation, the wearing of any clothing or equipment to ensure that n o pests or impurities shall enter the [cultivation, manufacturing, distribution, retail] areas.

4.10 Commencement of Project by LICENSEE . Within six (6) months after the execution of this AGREEMENT, LICENSEE shall commence the submittal of applications for and use entitlements, permits, etc. If LICENSEE fails to apply to CITY for entitlements, permits, etc., within six (6) months from the execution of the AGREEMENT, CITY shall have the right to Termination of the AGREEMENT, and may avail itself of any other remedies, as set forth herein.

The CITY, it its sole and absolute discretion, may grant extensions t o the LICENSEE to comply with this subsection, provided the LICENSEE demonstrates a good faith attempt to seek entitlements, permits, etc.

ARTICLE 5. [COMMUNITY BENEFIT FEE ]; ADMINISTRATIVE FEE , JOB CREATION,

PERSONAL GUARANTY

5.1 [Annual Community Benefits Fee. LICENSEE agrees to pay the CITY an annual Community Benefits Fee in the amount of one -hundred-seventy-five thousand dollars ($175,000.00), which is based upon the “Premises” as defined by the State.

5.2 Community Benefits Fee Schedule; Annual or Quarterly . The initial Community Benefits Fee is due and payable simultaneously with the issuance of the COO, as defined herein, payable via cashier’s check; thereafter, it shall be payable on an annual basis on the anniversary date of this AGREEMENT. However, the Parties my agree to quarterly payments of the Community Benefits Fee; payable in four (4) equal installments, commencing six (6) months after issuance of the COO, and payable quarterly, as set forth in section 3.11, above.

5.3 Reassessment of Community Benefits Fee . The Community Benefits Fee is subject to reassessment by the CITY every five (5) years, after execution of the AGREEMENT.

At the end of year five (5), the CITY will set a new Community Benefits Fee which will be applied in years 6 through 10. At the end of year 10, the CITY will set new Community Benefits Fee which will be applied in years 11 through 15. CITY has full discretion, pursuant to public policy, in the determination of the new Community Benefits Fee.]

5.4 Administrative Fee Deposit . The Administrative Fee is a regulatory fee that LICENSEE shall be responsible to compensate the CITY for all of the CITY's Reasonable costs associated with processing, issuance, and compliance of the Project Approvals including, but not limited to, costs associated with the CITY's review , processing, performing investigations, inspections, and audits, administrative enforcement of this AGREEMENT an adjudication thereof including, but not limited to , staff review of Project entitlements, including all environmental clearance documents, permits, licenses and all documents evidencing compliance with state and local law, and consultant and City Attorney Fees. As such, upon submittal of the application to the CITY for Project entitlements, LICENSEE must make an initial deposit of ______________________ dollars ($ ____________) with the CITY for the purpose of reimbursing the CITY for any Reasonable costs associated with the Project, as detailed above and reimbursing the CITY for its Reasonable costs incurred in drafting and processing this

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AGREEMENT. LICENSEE will be liable for the CITY's Reasonable costs incurred in processing future Project approvals and/or applications and compliance by the State or the CITY . CITY acknowledges and agrees that this payment is only a deposit and LICENSEE will be requested to deposit additional funds as needed in increments of Five Thousand Dollars ($5,000.00).

LICENSEE agrees that this Administrative Fee is not a tax, but a a fee for cost -of-service (see California Constitution, Article XIIIC).

5.5. Project Plan. LICENSEE shall provide a detailed Project Plan if LICENSEE has not already submitted a Project Plan in its Business Plan as part of its CITY Cannabis Permit Application Form.

5.6 Financial Projections. Three (3) years of Financial Projections will be provided with the AGREEMENT. Thereafter annual Financial Projections will be provided on the anniversary of the execution of this Agreement.

5.7 Jobs and Wage Creation.

5.7.1. Local Hiring. LICENSEE agrees to use its Reasonable, good faith efforts to hire qualified CITY residents for jobs at the Project. LICENSEE shall also use Reasonable efforts to retain the services of qualified contractors and suppliers who are located in the CITY or who employ a significant number of CITY residents. The LICENSEE shall comply with the living wage requirement for all employees at the commercial cannabis facility. Unions shall be allowed, and LICENSEE shall not discriminate against such union activity.

5.7.2. Wage Creation. LICENSEE shall make Reasonable, good faith efforts to employ at least forty percent (40%) of the Project’s workforce consisting of CITY residents. Such Reasonable, good faith efforts shall include, without limitation, job announcements posted at CITY Hall, along with proof that the job announcements were advertised in at least two (2) newspapers published, printed, or distributed in the CITY and , is applicable, on various social media sites accessible to the general public. In addition, LICENSEE shall make a good faith effort to advertise job announcements at local job fairs and/or on local radio and use any other medium to advertise job announcements to the broadest audience possible.

5.7.3. Status Reports. LICENSEE shall provide the CITY with written annual status reports to monitor compliance with this Section 5.4. Status Report Form to be provided by CITY.

5.8. Penalty for Nonpayment. Failure to pay the quarterly installment fees within thirty (30) days after the due date shall result in a penalty for nonpayment in a sum equal to twenty-five (25%) of the total amount due. The CITY may use all available legal means to collect any unpaid quarterly installment fees, inlcuding, but not limited to contracting with collection agencies, encumvrance of the Licensee’s real property, and seeking judgment in court; any unpaid balance will be subject to an additional collection fee of nineteen percent (19%).

5.9. Personal Guaranty [OR PERFORMANCE BOND]. LICENSEE shall execute a Personal Guaranty in favor of the CITY to secure the payment of all fees and taxes associated with this AGREEMENT. The initial amount of the Personal Guaranty shall be [Two-Hundred Fifty Thousand Dollars ($250,000.00)].

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ARTICLE 6. DISTRIBUTION, TRANSPORTATION; AND [SELF-DISTRIBUTION]

6.1 Transportation of Commercial Cannabis. Transfers of commercial cannabis goods into and out of the CITY may be completed by a duly licensed commercial cannabis distributor in compliance with MAUCRSA and the BPMC.

6.2 Distribution of Commercial Cannabis. LICENSEE shall distribute its commercial cannabis and commercial Cannabis Products through any duly licensed commercial cannabis distributor in compliance with MAUCRSA and the BPMC.

6.3 [Self-Distribution; Agreement with Distributor(s). LICENSEE and any distributors shall reach their own agreement regarding fees for the distributor’s services, if applicable. Self- Distribution. LICENSEE may engage in “Self-Distribution” of commercial cannabis products that are cultivated or manufactured on the Property for a period of five (5) years, provided LICENSEE pays an annual fee of ten thousand dollars ($10,000.00) to the CITY in annual installments of two thousand dollars ($2,000.00), for five (5) years, or one ten thousand dollars ($10,000.00) payment. LICENSEE shall also maintain current a distributor transport permit from the State of California and comply with MAUCRSA. A distributor transport only self-distribution licensee is not permitted to transport cannabis goods cultivated or manufactured by other licensees.] ARTICLE 7. REVIEW FOR COMPLIANCE.

7.1 Periodic Review. The CITY Council shall have the option, in its sole and absolute discretion, to direct the Chief Executive Officer to review this AGREEMENT once every calendar year, on or before each anniversary of the Effective Date, in order to ascertain LICENSEE's good faith compliance with this AGREEMENT. During the Periodic Review, LICENSEE shall be required to demonstrate good faith compliance with all the terms and conditions of the AGREEMENT including good faith towards getting a Certificate of Occupancy.

7.2 Special Review. The CITY Council, in its sole and absolute discretion, may order a special review of compliance with this AGREEMENT by the Chief Executive Officer at any Reasonable time if the Chief Executive Officer is informed and believes that LICENSEE is in default o f any terms and conditions of the AGREEMENT. The CITY may also inspect any Property of the LICENSEE associated with the Project, at any time without notice. The failure by LICENSEE to allow entry into the Property or Properties, at any time, shall be deemed a breach of this AGREEMENT and may result in the termination of this AGREEMENT, as originally agreed, or as modified.

7.3 Review Hearing. At the time and place set for the review hearing before the Chief Executive Officer, LICENSEE shall be given an opportunity to be heard. If the Chief Executive Officer finds, based upon substantial evidence, that LICENSEE has not complied in good faith with the terms or conditions of this AGREEMENT, the Chief Executive Officer may:
(a) recommend that the City Council terminate this AGREEMENT notwithstanding any other provision of this AGREEMENT to the contrary, or (b) modify this AGREEMENT and impose such conditions as are reasonably necessary to protect the best interests of the CITY, with any Minor Amendment to this Agreement approved by the Chief Executive Officer, and any Major Amendment to this Agreement approved by the City Council . After the Review Hearing, the decision of the Chief Executive Officer shall be appealable to the City Council of the CITY . Any appellate decision of the City Council shall be final, subject only to judicial review.

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7.4 Certificate of Agreement Compliance. If, at the conclusion of a periodic or special review following a LICENSEE’s default, the Chief Executive Officer determines that LICENSEE is in compliance with this AGREEMENT , the CITY shall issue a Certificate of Agreement Compliance ("Certificate") to LICENSEE stating that after the most recent Periodic Review or Special Review and based upon the information known or made known to the Chief Executive Officer, that (a) this AGREEMENT is reinstated in full force and effect and (b) LICENSEE is not in default. The CITY shall not be bound by a Certificate if a default existed at the time of the Periodic Review or the Special Review, but was not disclosed, concealed, or otherwise not known to the City Council of the CITY, regardless of whether the Certificate is relied upon by assignees or other transferees or LICENSEE.

7.5 Failure to Conduct Review . The CITY's delay or failure to conduct a Periodic Review or a Special Review of this AGREEMENT shall not constitute a breach of this AGREEMENT.

7.6 Cost of Review . The costs incurred by CITY in connection with the Periodic Reviews or Special Review shall be borne by the CITY. The LICENSEE is not liable for any costs associated with any CITY Periodic Review or Special Review of this AGREEMENT.

ARTICLE 8. EVENTS OF DEFAULT.

8.1 Material Breach of this AGREEMENT . Any of the following events shall be deemed an Event of Default and a material breach of this AGREEMENT:

8.1.1 Final Judgment. The entry of a final judgment (or a decision on any appeal therefrom) voiding the CITY's General Plan or any element thereof, which judgment or decision would preclude development of the Project, but only if the CITY is unable to cure such defect in the General Plan or element within one hundred and eighty (180) days from the later of entry of final judgment or decision on appeal.

8.1.2 Payment of Fees. Failure to timely pay any fees to the CITY, as determined by the CITY in its sole and absolute discretion.

8.1.3 Land use entitlements, permits. Failure to apply for land use entitlements, permits, with the CITY and the State of California, Department of Cannabis Control, within six (6) months after execution of this AGREEMENT. The CITY will grant extensions upon written request and proof of progress in seeking entitlements, permits, etc.

8.1.4 Certificate of Occupancy. Failure to move forward in good faith to obtain a Certificate of Occupancy (COO).

8.1.5 Cure Period . In the event of any material breach of this AGREEMENT, the CITY shall mail a notice to LICENSEE, offering an opportunity to cure the breach, within sixty (60) days. Proof of the cure of the event MUST be presented within the sixty (60) days to CITY; provided, however, that if such material breach is capable of being cured but is of such a nature that it cannot be cured within said time period, then CITY shall not be entitled to terminate this Agreement so long as Licensee is working diligently and in good faith to cure such breach, as determined by CITY in its sole and absolute discretion. Failure to cure within the time set forth herein, shall be grounds for Termination as set forth in Section 3. 7, above, at the discretion of the CITY. LICENSEE shall only be entitled a ten (10) day cure period for Automatic Termination as set forth in Section 3.6, above.

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ARTICLE 9. REMEDIES.

9.1 Remedies in General. It is acknowledged by the parties that the CITY would not have entered into this AGREEMENT if it were to be liable in damages with respect to this AGREEMENT or the Application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure, or delay by either party to perform any term or provision of this AGREEMENT shall constitute a default.

9.2 Event of Default. In the event of alleged default or breach of any terms or conditions of this AGREEMENT, the party alleging such default or breach shall give the other party thirty (30) days' notice in writing specifying the nature of the alleged default and the manner i n which said default may be satisfactorily cured during any such sixty (60) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings, except for th e events detailed in Section 3.6, above, wherein a ten (10) day notice to cure is required.

9.3 Legal or Equitable; Monetary Damages. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this AGREEMENT through any state court, except that the CITY shall not be liable in monetary damages, unless expressly provided for in this AGREEMENT, to LICENSEE, to any mortgagee or lender, or to any successors in interest of LICENSEE , if successors in interest are permitted under this AGREEMENT or mortgagee or lender, or to any other person, and LICENSEE covenants on behalf of itself and all successors in interest, if successors in interest are permitted under this AGREEMENT, to the Property or any portion thereof, not to sue for damages or claim any damages:

(i) For any breach of this AGREEMENT or for any cause of action which arises out of this AGREEMENT; or

(ii) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this AGREEMENT, including, without limitation, any impairment or restriction which LICENSEE characterizes as a regulatory taking or inverse condemnation; or

(iii) Arising out of or connected with any dispute, controversy or issue regarding the Application or request for a permit for [cultivation, manufacturing, distribution, retail] or interpretation or effect of the provisions of this AGREEMENT.

9.4 Waiver/Release of Claims. LICENSEE hereby agrees to waive and/or release the CITY for any claim or claims or cause of action, not specifically and expressly reserved herein, which LICENSEE may have at the time of execution of this AGREEMENT relating to any Application to the CITY including, but not limited to, any Application for any type of [cultivation, manufacturing, distribution, retail] permit, any Application for any [cultivation, manufacturing, distribution, retail] rights, or any Application for [cultivation, manufacturing, distribution, retail] license from the CITY.

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CALIFORNIA CIVIL CODE SECTION 1542

The LICENSEE expressly acknowledges that this AGREEMENT is intended to include in its effect, a waiver without limitation, of all claims or causes of actions which have arisen and of which each side knows or does not know, should have known, had reason to know or suspects to exist in their respective favor at the time of execution hereof, that this AGREEMENT contemplates the extinguishment of any such Claim or Claims. The LICENSEE specifically acknowledges and waives and releases the rights granted to LICENSEE under California Civil Code Section 1542, which states as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

By expressly waiving the rights granted to LICENSEE under California Civil Code Section 1542, the LICENSEE represents that they understand and acknowledge that if they have suffered any injury, damage as a result of the Application for or request for any permit from the CITY and (i) they are not presently aware of any damage or injury, or (ii) an y damage or injury has not yet manifested itself, any claims for any such damage or injury are forever released and discharged.

9.5 Reservation of Rights – CITY. Nothing herein shall modify or abridge any defenses or immunities available to the CITY and its employees pursuant to the Government Tort Liability Act and all other applicable statutes and decisional law.

9.6 Reservation of Rights – LICENSEE. Nothing contained herein shall modify or abridge LICENSEE's rights or remedies (including its rights for damages, if any) resulting from the exercise by the CITY of its power of eminent domain. Nothing contained herein shall modify or abridge LICENSEE's rights or remedies (including its rights for damages, if any) resulting from the grossly negligent or malicious acts of the CITY and its officials, officers, agents, and employees.

9.7 Limitation of Rights . Except as set forth in the preceding paragraph relating to eminent domain, LICENSEE's remedies shall be limited to those set forth in this Section 9.1, Section 9.2, and Section 9.3.

9.8 Specific Performance . The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non -monetary relief are particularly appropriate remedies for the enforcement of this AGREEMENT and should be available to all parties for the following reasons:
(i) Except as provided in Section 9.1, money damages are unavailable against the CITY.
(ii) Due to the size, nature, and scope of the Project, it may not be practical or possible to restore the Property to its natural condition once implementation of this AGREEMENT has begun. After such implementation, LICENSEE may be foreclosed from other choices it may have had to use the Property or portions thereof. LICENSEE has invested significant time and resources and performed extensive planning and processing of the Project

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in agreeing to the terms of this AGREEMENT and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this AGREEMENT, and it is not possible to determine the sum of money which would adequately compensate LICENSEE for such efforts; the parties acknowledge and agree that any injunctive relief may be ordered on an expedited, priority basis.

9.9 Termination of Agreement for Default of the CITY. LICENSEE may terminate this AGREEMENT only in the event of a default by the CITY in the performance of a material term of this AGREEMENT and only after providing written notice to the CITY of default setting forth the nature of the default and the actions, if any, required by the CITY to cure such default and, where the default can be cured, the CITY has failed to take such actions and cure such default within sixty (60) days after the effective date of such notice or, in the event that such default cannot be cured within such sixty (60) day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such sixty (60) day period and to diligently proceed to complete such actions and cure such default.

9.10 Attorneys' Fees and Costs. In any action or proceeding between the CITY and LICENSEE brought to interpret or enforce this AGREEMENT, or which in any way arises out of the existence of this AGREEMENT, or is based upon any term or provision contained herein, the "prevailing party" in such action or proceeding shall be entitled to recover from the non-prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this AGREEMENT, the prevailing party's Reasonable attorneys' fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 8.10 include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding.

9.11 LICENSEE Default . No building permit shall be issued or building permit application accepted for any structure on the Property after LICENSEE is determined by the CITY to be in default of the terms and conditions of this AGREEMENT until such default thereafter is cured by LICENSEE or is waived by the CITY. If the CITY terminates this AGREEMENT because of LICENSEE'S default, then the CITY shall retain any and all benefits, including fees received by the CITY hereunder.

9.12 Additional Fees and Fines. LICENSEE shall be subject not only to the Fees due, as set forth in the AGREEMENT, but shall also be subject to an additional Collections Fee in the amount of the legal rate of interest is 10% of outstanding balance due to the CITY, which shall be due to the Collections Agency designated by the CITY for any and all collections efforts initiated by the CITY, if payment is not received within thirty (30) days after request from the CITY’s designated collections agency.

9.13 Termination by CITY. Upon default by LICENSEE, the CITY may, in its sole discretion, terminate this AGREEMENT and may, in its sole discretion and following a Review Hearing pursuant to Section 7.3 and the applicable appeal referenced therein, report said termination to the Department of Cannabis Control of the State of California (DCC).

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ARTICLE 10. THIRD PARTY LITIGATION.

10.1 General Plan Litigation . The CITY has determined that this AGREEMENT is consistent with its General Plan. LICENSEE has reviewed the General Plan and concurs with the CITY's determination. The CITY shall have no liability under this AGREEMENT, or otherwise, for any failure of th e CITY to perform under this AGREEMENT, or for the inability of LICENSEE to develop the Property as contemplated by the Project Plan, which failure to perform or inability to develop is as the result of a judicial determination that the General Plan, or portions thereof, are invalid, inadequate, not in compliance with law, or that this AGREEMENT or any of the CITY's actions in adopting it, were invalid, inadequate, or not in compliance with law. Notwithstanding the foregoing, neither party shall contend in any administrative or judicial proceeding that the AGREEMENT or any Project Approval is unenforceable based upon federal, state, or local statutes, ordinances, or regulations in effect on the Effective Date.

10.2 Hold Harmless Agreement. LICENSEE hereby agrees to, and shall hold CITY, its elective and appointive boards, commissions, officers, agents, and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from LICENSEE or LICENSEE's contractors, subcontractors, agents, or employees operations under this AGREEMENT, whether such operations be by LICENSEE, or by any of LICENSEE's contractors, subcon tractors, agents, or employees operations under this AGREEMENT, whether such operations be by LICENSEE, or by any of LICENSEE's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for LICENSEE o r any of LICENSEE's contractors or subcontractors. LICENSEE agrees to and shall defend CITY and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations.

10.3 Indemnification. LICENSEE shall defend, indemnify and hold harmless the CITY and defend its officers, agents, and employees, against and from any and all liabilities, demands, lawsuits, claims, government claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and Reasonable attorneys' fees), which the CITY, its officers, agents, and employees, may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this AGREEMENT and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Property; (ii) if applicable, the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Property; and (iii) the proceedings or procedure undertaken in connection with the adoption or approval of any permit or any of the above. In the event of any legal or equitable action or other proceeding instituted by anyone against the CITY, its officers, agents, and employees, and any third party (including a governmental entity or official) challenging the validity of any provision of this AG REEMENT or procedure upon which the permit was issued, or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, the CITY, at is sole option, may ten der to LICENSEE, and LICENSEE agrees to accept any such tender of the complete defense, of any third-party challenge as described herein. In the event the CITY elects to contract with special counsel to provide for such a defense, the CITY may do so in its sole discretion and LICENSEE will be required to pay the defense costs of the CITY as the costs are incurred. LICENSEE agrees to pay any and all attorney's fees or retainer regarding the selection of special counsel, and LICENSEE shall pay all costs and all attorneys' fees related to retention of such special counsel.

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10.4 Environmental Contamination. LICENSEE shall indemnify and hold the CITY, its officers, agents, and employees, free and harmless from any liability, based or asserted, upon any act or omission of the LICENSEE, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting any acts or omissions of CITY as successor to any portions of the Property dedicated or transferred to CITY by LICENSEE, for any violation of any federal, state, o r local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Property, including, but not limited to, soil and groundwater conditions, and LICENSEE shall defend, at its expense, including attorneys' fees, the CITY, its officers, agents, and employees, in any action based or asserted upon any such alleged act or omission. The CITY may in its discretion participate in the defense of any such claim, action or proceeding. The provisions of this Section

9.4 do not apply to environmental conditions that predate the LICENSEE's ownership or control of the Property or applicable portion, which shall be determined exclusively by the CITY. However, the foregoing limitation shall not operate to bar, limit, or modify any of LICENSEE's statutory or equitable obligations as either a LICENSEE or seller of the Property.

10.5 CITY Selection of Counsel. With respect to Sections 10.1 through 10.4, the CITY reserves the right to select its own special counsel or otherwise engages special counsel to defend the CITY hereunder, which fees shall be paid by LICENSEE.

10.6 Acceptance of Reasonable, Good Faith Settlement. With respect to this Article 10, the CITY shall not reject any Reasonable, good faith settlement. Before accepting any such settlement offer, CITY shall notify LICENSEE of the offer and provide LICENSEE with a copy of the settlement offer. If LICENSEE disagrees with the CITY's intention to accept the offer, prior to the CITY's r esponse to any offer, the parties shall meet and confer, in good faith, in order to attempt to resolve the parties' differences . If the CITY does reject a Reasonable, good faith settlement that is acceptable to LICENSEE, LICENSEE may enter into a settlement of the action, as it relates to LICENSEE, and the CITY shall thereafter defend such action (including appeals) at its own cost and be solely responsible for any ju dgments rendered in connection with such action. This Section 9.6 applies exclusively to settlements pertaining to monetary damages or damages which are remedial by the payment of monetary compensation. LICENSEE and th e CITY expressly agree that this Section 9.6 does not apply to any settlement that requires an exercise of the CITY's police powers, limits the CITY's exercise of its police powers, or affects the conduct of the CITY's municipal operations.

10.7 Administrative Actions. The parties acknowledge that in the future there could be claims, enforcement actions, requests for information, subpoenas, criminal or civil actions initiated or served by either the Federal Government or the State Government in connection with LICENSEE's development, operation, and use of the Property (collectively, "Actions"). The CITY shall not disclose information and documents to the Federal Government or State Government, its officers, or agents regarding any party to this agreement absent a grand jury subpoena, civil or administrative subpoena, warrant, discovery request, summons, court order or similar process authorized under law hereinafter called "Governmental Notice." If any Action is brought by either the Federal or State Government, CITY sh all immediately notify LICENSEE of the nature of the Claim including all correspondence or documents submitted to the CITY. Prior to responding to the Governmental Notice, CITY shall provide LICENSEE ten (10) days from the date of such notice subpoena or the like to serve and obtain on the CITY a protective order, or the like, from a court of competent jurisdiction.

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10.8 Survival. The provisions of Sections 10.1 through 10.7 inclusive, shall survive the termination or expiration of this AGREEMENT, until such time as the uses of the Property established in the Development Plan are permanently terminated.

ARTICLE 11. THIRD PARTY LENDERS, ASSIGNMENT & SALE.

11.1 Encumbrances. The parties hereto agree that this AGREEMENT shall not prevent or limit LICENSEE, in any manner, at LICENSEE's sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property.

11.2 Lender Requested Modification/Interpretation. The CITY acknowledges that the lenders providing such financing may request certain interpretations and modifications of this AGREEMENT and agrees upon request, from time to time, to meet with LICENSEE and representatives of such lenders to negotiate in g ood faith any such request for interpretation or modification. The CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modi fication is consistent with the intent and purposes of this AGREEMENT and as long as such requests do not minimize, reduce, curtail, negate or in any way limit CITY’s rights under this AGREEMENT.

11.3 Non-Transferable Without CITY Approval. LICENSEE shall not sell or transfer its right, title and interest in this AGREEMENT and any permits, licenses, entitlements, and related benefits, except in full compliance with the transferability provisions in Chapter 128 of the BPMC.

ARTICLE 12. MISCELLANEOUS PROVISIONS.

12.1 Amendment of Agreement. This Agreement shall be amended only by mutual consent of the Parties. All amendments shall be in writing and executed by both Parties. The City Council hereby expressly authorizes the Chief Executive Officer to approve a Minor Amendment to this Agreement. A Major Amendment to this Agreement shall be approved by the City Council. The Chief Executive Officer shall, on behalf of CITY, have sole discretion to determine if an amendment constitutes a Minor Amendment or a Major Amendment. Nothing in this Agreement shall be construed as requiring a noticed public hearing, unless required by law.

12.2 Entire Agreement. This AGREEMENT sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements that are not contained or expressly contained herein.

12.3 Severability. If any term, provision, covenant, or condition of this AGREEMENT shall be determined invalid, void, or unenforceable, by a court of competent jurisdiction, the remainder of this AGREEMENT shall not be affected thereby and shall remain in full force and effect to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this AGREEMENT.

12.4. Federal Law. The Parties expressly agree that each Party is strictly prohibited from failing to perform any and all obligations under this Agreement on the basis that this AGREEMENT is invalid, unenforceable, or illegal under federal law. By entering into this AGREEMENT, each Party disclaims any right to tender an affirmative defense in any arbitration

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or court of competent jurisdiction, that performance under this AGREEMENT is not required because the AGREEMENT is invalid, unenforceable, or illegal under federal law.

12.5 Interpretation and Governing Law. Any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This AGREEMENT shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this AGREEMENT, since all parties were represented by counsel in the negotiation and preparation of this AGREEMENT, and/or were advised to consult counsel and had the opportunity to obtain counsel for the negotiation and preparation of this AGREEMENT.

12.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this AGREEMENT.

12.7 Singular and Plural; Gender, and Person. Except where the context requires otherwise, the singular of any word shall include the plural and vice versa, and pronouns inferring the masculine gender shall include the feminine gender and neuter, and vice versa, and a reference to "person" shall include, in addition to a natural person, any governmental entity and any partnership, corporation, joint venture or any other form of Project entity.

12.8 Time of Essence. Time is of the essence in the performance of the provisions of this AGREEMENT as to which time is an element.

12.9 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this AGREEMENT by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party's right to insist and demand strict compliance by the other party with the terms of this AGREEMENT thereafter.

12.10 No Third-Party Beneficiaries. The only parties to this AGREEMENT are LICENSEE and the CITY. This AGREEMENT is made and entered into for the sole protection and benefit of the parties and their successors and assigns. There are no third-party beneficiaries, and this AGREEMENT is not intended, and shall not be construed, to benefit, or be enforceable by any other person whatsoever.

12.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

12.12 Counterparts. This AGREEMENT may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

12.13 Jurisdiction and Venue. Any action at law or in equity arising under this AGREEMENT or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this AGREEMENT shall be filed and prosecuted in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of federal or state law or judicial decision providing for the filing, removal or

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change of venue to any other state or federal court, including, without limitation, Code of Civil Procedure Section 394.

12.14 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this AGREEMENT. No partnership, joint venture or other association of any kind is formed by this AGREEMENT. The only relationship between the CITY and LICENSEE is that of a government entity regulating the development of private property and the LICENSEE of such property.

12.15 Further Actions and Instruments. Each of the parties shall cooperate with and provide Reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this AGREEMENT and the satisfaction of the conditions of this AGREEMENT. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this AGREEMENT to carry out the intent and to fulfill the provisions of this AGREEMENT or to evidence or consummate the transactions contemplated by this AGREEMENT.

12.16 Eminent Domain. No provision of this AGREEMENT shall be construed to limit or restrict the exercise by the CITY of its power of eminent domain.

12.17 Agent for Service of Process. In the event LICENSEE is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer, resident of the State of California, or if it is a foreign corporation, then LICENSEE shall file, upon its execution of this AGREEMENT, with the Chief Executive Officer or his or her designee, upon its execution of this AGREEMENT, a designation of a natural person residing in the State of California, giving his or her name, residence and Project addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this AGREEMENT, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon LICENSEE. If for any reason service of such process upon such agent is not feasible, then in such event LICENSEE may be personally served with such process out of the County of Los Angeles and such service shall constitute valid service upon LICENSEE. LICENSEE is amenable to the process so described, submits to the jurisdiction of the Court so obtained, and waives any and all objections and protests thereto.

12.18 Authority to Execute. The person or persons executing this AGREEMENT on behalf of LICENSEE warrants and represents that he/she/they have the authority to execute this AGREEMENT on behalf of his/her/their corporation, partnership or Project entity and warrants and represents that he/she/they has/have the authority to bind LICENSEE to the performance of its obligations hereunder. LICENSEE shall each deliver to CITY on execution of this AGREEMENT a certified copy of a resolution and or minute order of their respective board of directors or appropriate governing body authorizing the execution of this AGREEMENT and naming the officers that are authorized to execute this AGREEMENT on its behalf. Each individual executing this AGREEMENT on behalf of his or her respective company or entity shall represent and warrant that:

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(i) The individual is authorized to execute and deliver this AGREEMENT on behalf of that company or entity in accordance with a duly adopted resolution of the company's board of directors or appropriate governing body and in accordance with that company's or entity's articles of incorporation or charter and bylaws or applicable formation documents; and

(ii) This AGREEMENT is binding on that company or entity in accordance with its terms; and

(iii) The company or entity is a duly organized and legally existing company or entity in good standing; and

(iv) The execution and delivery of this AGREEMENT by that company or entity shall not result in any breach of or constitute a default under any mortgage, deed of trust, loan agreement, credit agreement, partnership agreement, or other contract or instrument to which that company or entity is party or by which that company or entity may be bound.

12.19 Nexus/Reasonable Relationship Challenges. LICENSEE agrees that the fees imposed are in fact Reasonable and related to the mitigation of the negative impacts of the Project on the CITY and consents to, and waives any rights it may have now or in the future to challenge the legal validity of, the conditions, requirements, policies or programs set forth in this AGREEMENT including, without limitation, any claim that the terms in this AGREEMENT constitute an abuse of the police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, and/or impose an unlawful tax.

12.20 No Damages Relief Against CITY. The parties acknowledge that the CITY would not have entered into this AGREEMENT had it been exposed to damage claims from LICENSEE, its agents, officers, employees, or anyone acting on behalf of LICENSEE for any breach thereof. As such, the parties agree that in no event shall LICENSEE, or LICENSEES' agents, officers, employees, partners, or anyone acting on behalf of LICENSEE be entitled to recover damages against CITY for breach of this AGREEMENT.

12.21 Laws. LICENSEE agrees to comply with all applicable state, regional, and local laws, regulations, polices and rules. In addition, LICENSEE further agrees to comply with all issued entitlements, permits, licenses, including any and all applicable development standards.

Specifically, LICENSEE agrees to comply with all applicable provisions of BPMC.

12.22 Compliance with Conditions of Approval. LICENSEE agrees to comply with and fulfill all conditions of approval for any and all entitlement, permits, and/or licenses it receives from the CITY. All conditions of approval for all entitlements, permits and/or licenses are attached hereto and incorporated herein by this reference.

12.23 Consistent with State and Federal Regulations. The CITY acknowledges that this AGREEMENT shall be read consistent with any statewide or national regulation of commercial cannabis that is promulgated in the future, either by legislative action or voter approval. In the event national or statewide regulations are promulgated which decriminalize or legalize the adult-use of marijuana for recreational use, this AGREEMENT shall govern the conduct of the property under such future regulations.

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12.24 Compliance with Applicable Laws. LICENSEE shall comply with all applicable laws, ordinances, administrative regulations, and permitting requirements in carrying out its obligations under this Agreement.

12.25 Necessary Acts. Each Party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of the Agreement and the intent of the Parties to the Agreement.

12.26 Consultation with Counsel. The Parties have entered and executed this Agreement freely and voluntarily based on their own independent judgment, after consultation with their respective counsel, and without duress, coercion, or undue influence of any kind.

12.27 Superseding Clause. This AGREEMENT supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the subject matter herein.

DOCUMENTS ATTACHED
The following documents are attached to and, by this reference, are made part of this AGREEMENT:

No. 1 – Legal Description of the Property and/or Properties No. 2 – Map showing Property and its or their location(s) No. 3 – CITY Cannabis Permit Application Form
No. 4 – Landlord Consent
No. 5 – Personal Guaranty
No. 6 -- Project Plan
No. 7 –Three years revenue projections from date of execution of AGREEMENT No. 8 – California State License Type ________________, when issued by the DCC.

No. 9- Checklist for Determination of Renewal of AGREEMENT by CEO (per § 3.4, herein)

[Signatures on next page]

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IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed as of the dates written above.

CITY OF BALDWIN PARK

By: ___________________________
Emmanuel J. Estrada, Mayor

LICENSEE

By: __________________________
Title:

ATTEST:

By: ____________________________
City Clerk

Approved as to Form:

By: _______________________________
Julia Sylva, Special Counsel
Commercial Cannabis Activity,
City of Baldwin Park

Approved as to Form:

By: __________________________________
Name:

Title:

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No. 1 - Legal Description of the Property and/or Properties Common Address:

TBD

Assessor’s Parcel Number: TBD

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No. 2 – Map showing Property and its or their location(s)

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No. 3 – CITY Cannabis Permit Application

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No. 4 – Landlord Consent, if applicable

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No. 5 – Personal Guaranty/Performance Bond

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No. 6 – Project Plan

Page 32 of 33 ends

No. 7 – Financial Projections

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No. 5 – California State License Types

State License Type: TBD

STAFF REPORT
ITEM NO. _____9_____

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TO: Honorable Mayor and Members of the City Council
FROM: Sam Gutierrez, Director of Public Works
PREPARED BY: Yovanni Viramontes, Associate Engineer
DATE: September 20, 2023
SUBJECT: Accept and Approve Plans and Specifications and Award of a Construction Contract and a Consultant
Agreement for City Project No. CIP 20 -129 San Gabriel
River Bikeway Greening Project, Ph. II Including Non - Infrastructure Components

SUMMARY
This item will accept and approve plans and specifications and award a construction contract for the City Project No. CIP 20-129 San Gabriel River Bikeway Greening Project, Ph. II (Project), in the amount of $ 1,929,498.75 to Grifith Company from Brea, CA. This item will also approve a Consultant Agreement with Tripepi Smith and Associates (TSA), for non-infrastructure components including the programming and outreach of bike events for the Project, in the amount not to exceed $104,000. This Project is listed in the approve d Fiscal Year 2022 -2023 Capital Improvement Program (CIP 20 -129) budget. The Project is phase 2, which includ es landscaping, irrigation, installation of fencing, and gateway connection to Walnut Creek Nature Park, along the San Gabriel River Wash from Ramona Blvd to Baldwin Park Blvd.

RECOMMENDATION
Staff recommended that the City Council:

1. Accept and Approve Project Plans and Specifications for City Project CIP 20-129; and,

2. Approve and award the construction contract to Grifith Company, of Brea, CA in the amount of $1,929,498.75; and,

3. Approve a Consultant Services Agreement (CSA) with Tripepi Smith and Associates for the non- infrastructure components such as programming and community outreach, in the amount not to exceed of $104,000; and,

4. Authorize the Director of Public Works to negotiate and execute an agreement with the City’s on-call consultants for Construction Management and Inspection Services; and,

5. Authorize the Director of Finance to appropriate Funds from Fund 245 (Proposition C) in the amount of $343,693.23, Fund 256 (SB1) in the amount of $250,000, Fund 270 (Grant Funds - ATP Cycle 3 – Non infrastructure) in the amount of $104,000, and Fund 270, (Grant Funds - RMC Prop 68) in the amount of $993,790.00; and,

6. Authorize the Mayor and City Clerk to execute the construction contract with Grifith Company and (CSA) with Tripepi Smith, for CIP 20 -129 – San Gabriel River Bikeway Greening Project, PH. II. Including non-infrastructure components.

FISCAL IMPACT
The project be funded by State Prop 68 RMC and ATP grants on a reimbursement basis which will be front-funded by the General Fund Reserve. During the construction phase of the project, staff will seek progressive reimbursement request ensuring that there will be a net zero impact to the General Fund.

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The following table lists the funds available for CIP 20-129 project. Additional appropriations from SB1 and Grant Funds, will be necessary to meet the total estimated project cost as shown below:

Estimated Construction Costs Amounts
Construction Contract $ 1,929,498.75
Consultant Services Agreement $ 104,000.00
Permitting, Construction Management, Inspection and Contingency (12%) $ 231,539.85 Total Construction Budget $ 2,265,038.60

Approved Funds Amounts
245-50-520-58100-15093 - Proposition C $ 555.37
270-50-520-58100-15093 - Grant Fund (ATP Cycle 3) $ 573,000.00 Total Construction Budget $ 573,555.37

Additional Appropriations Amounts
245-50-520-58100-15093 - Proposition C $ 343,693.23
256-50-520-58100-15093 - SB1 $ 250,000.00
270-50-520-58100-15093 - Grant Funds (ATP Cycle 3) – Non infrastructure $ 104,000.00 270-50-520-58100-15093 - Grant Funds (RMC Prop 68) $ 993,790.00 Total Construction Budget $ 2,265,038.60

BACKGROUND
The Project is Phase II and a continuation of Phase I of the City Project No. CIP 19-41- San Gabriel River Commuter Bikeway Trail. In Phase I, the project included the construction of a Class 1 Bikeway along the San Gabriel River from Ramona B oulevard to the Walnut Creek Wash and connection to Walnut Creek Nature Park. The project included the paving along the bikeway trail, ADA ramp and sidewalk enhancement. Phase I was awarded on June 1, 2021, and expected to be completed in October 2023. Phase II of the Project includes all landscaping and irrigation improvements along the Bikeway Trail.

In February 2021, City Council approved the request for services from the city’s on -call consultant, Infrastructure Engineers, Inc. for the Civil Design Services for the Project. Infrastructure Engineers was tasked with the preparation and completion of plans, specifications, and construction estimate (PS&E).

In November 2021, The Public Works Director executed an additional task order for the preparation of Environmental Documents for the Project. Environmental documents included the preparation of CEQA and NESMI reports to be approved by Caltrans, per the ATP Cycle 3 grant requirements. The NESMI Report was prepared by a qualified biologist and the report consisted of plan t species, botanical surveys, and clearly written understanding of the environment al laws for determining any potential impacts to multijurisdictional agencies such as USACE (United States Army Corps of Engineers), California Department of Fish and Wildlife ( CDFW), and the Regional Water Quality Control Boards (RWQCB) of California.

Also in 2021, t he City of Baldwin Park applied for a climate resiliency grant funded from Propositions 1, 68, and 84 for the purposes of advancing the policies and priorities of the Rivers and Mountains Conservancy. The mandate of the grant is to provide for the public's enjoyment and enhancement of recreational and educational experiences on public lands in the San Gabriel Watershed and Lower Los Angeles River, and the San Gabriel Mountains in a manner consistent with the protection of lands and resources in those watersheds. The City’s ATP and Proposition 68 Statewide Park grant were used as funding leverage which contributed to the RMC’s decision to select the project for funding in the amount

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of $993,790. Subsequently, On February 14, 2022, a grant agreement was executed with the RMC and the grant was allocated as supplemental funding for the Project.

On March 17, 2022, the California Transportation Commission’s (CTC), allocated State funds through its Active Transportation Program (ATP Cycle 3) for the construction of the San Gabriel Commuter Bike Path Greening Project. The allocated amount, totaling $ 677,000, included two (2) State Grants:

ATPLNI-5323(038) for non-infrastructure work and ATPL-5323(039) for construction.

As a condition for the State to reimburse grant funds, the City executed a Program Supplement Agreements ATPLNI -5323(038) and ATPL -5323(039), which contain specific technical information such as detailed costs, scope, schedule, payments, reports, and other aspects of the project. The PSAs will incorporate the project into the new Master Agreement No. 07-5323S21 for the City to commence expenditures on the project and to invoice the State on a reimbursement basis.

On May 4, 2022, the City Council executed Resolution No. 2022-018 approving master agreement No. 07-5323S21 with the State of California and executing program supplement agreements 00000A006 and No. 00000A007 to administer Grant funding for ATPLNI 5323(038) and ATPL 5323(039). Grant funding ATPLNI 5323(038) will be used for non -infrastructure project components for outreach, education, encouragement, and evaluation of programs administered thr ough-out the project area.

Grant funds related to ATPL 5323(039) will be used for construction items.

The project scope is consistent with program requirements provided in the Active Transportation Program (ATPLNI Cycle 3): Non-Infrastructure Program Expenditure and Cost Guidance document that covers a wide variety of project types, including non -infrastructure (NI) – education, encouragement, and enforcement activities that further the goals of the ATP. Non-infrastructure programs include those benefiting school students, older adults, or entire communi ties. Non-infrastructure projects may utilize existing best practices. The consultant will perform certain services necessary for completion of the NI portion of the project, which include strategic development, social media management, press releases, web hosting and support, content generation, graphics videos and any other marketing or public affairs tasks assigned by the City.

On August 14, 2023, The San Gabriel River Greening Project Plans and Specifications were competed and a notice inviting bids was published in a local newspaper, construction journals, and on the City’s PlanetBids online portal.

DISCUSSION
On July 7, 2021, a list of consultants for communications and social media services was brought to the City Council for approval. A request for proposals (RFP’s) was advertised and posted on the City’s website. As a result of the RFP, Trepepi Smith and Associates was selected as City’s on-call public relations consultant. In a subsequent meeting City Council directed staff to negotiate an agreement with Tripepi Smith & Associates which was later presented and approved by City Council on October 20, 2021 for Communication and Social Media Services.

Having recently undergone through the RFP process, Tripepi Smith and Associates (TSA) is an ideal consultant that can provide the services required by the ATPLNI -5323 (038) Non-infrastructure work, which eliminates the need to perform duplicative work with a new RFP process in selecting a consultant to provide the outreach, communication, and tasks for the non-infrastructure work for the ATP Cycle 3 grant.

TSA will be partnering with Active SGV, a non-profit advocacy group specializing in bicycle, pedestrian, and active transportation programs, in the San Gabriel Valley. TSA will produce community outreach,

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develop communication materials, education materials, and general project management. Active SGV will be performing the active transportation tasks including, but not limited to, setting up events to teach the public bike safety, setup checkpoints, perform bicycle and pedestrian counts, community walking and bike audits, and develop a Youth Earn-a-Bike Program. The project is state funded by project No.

ATPLNI 5323-038 in the amount of $104,000.

On September 7, 2023, a total of six (6) bids were received, checked for errors, and were determined to be valid. There was an error on the bid received by Kasa Construction, resulting in an additive bid of $46,728,994.00, due to discrepancy in the written and number for one of the bid items. The following is a summary of the bids received:

No. Contractor Location Base Bid Additive Bid Total Base + Additive Bids
1 Grifith Company Brea, CA $ 1,929,598.75 $ 1,306,624.70 $ 3,236,123.45 2 FS Contractors Sylmar, CA $ 2,106,204.10 $ 2,037,929.00 $ 4,144,133.10 3 C.S. Legacy Construction,
Inc Walnut, CA $ 2,284,361.93 $ 1,256,706.36 $ 3,541,068.29 4 Kasa Construction, Inc. Chino, CA $ 2,420,425.75 $ 46,728,994.00 $ 49,149,419.75 5 Los Angeles Engineering,
Inc Covina, CA $ 2,630,000.00
$ 2,222,000.00 $ 4,852,000.00
6 CWS Systems Inc. Pasadena, CA $ 2,769,714.67 $ 1,170,271.40 $ 3,939,986.07

The lowest responsive and responsible bid was from Grifith Company of Brea, CA. The total base bid is in the amount of $1,929,598.75, which includes all improvements required by the RMC grant including the installation of amenities such as wind sculpture, benches, hydration station, bicycle repair stations, trash receptacles, lighting, cameras, signs, and landscaping and irrigation improvements. The additive bid for the project is in the amount of $1,306 ,624.70 which includes additional grading and soil preparation for landscaping and irrigation improvements between the entrance on Ramona Blvd. and the first 6,600 feet of bike trail. In order to save costs for the planting of grasses in the first 6,600 feet of trail, this was separated as an additive bid. If awarded, the project will be awarded for the base bid amount of $ 1,929,598.75. Staff has checked and verified references and recommends that the City Council move forward with the award of contract with Grifith Company for this project.

ALTERNATIVES
The City Council may choose:

1. Not to award the construction contract or the consultant services agreement at this time. This action is not recommended since the ATP Grant funds for Non- Infrastructure and Construction are subject to lapse in September 2023, which will result in the loss of $677,000 that would otherwise be used to fund the construction , programming, and outreach for the greening of the San Gabriel River Bikeway Trail Project Phase 2; or,

2. Provide Staff with alternative direction.

CEQA REVIEW
The subject San Gabriel River Commuter Bikeway Project is exempt from the California Environmental Quality Act (CEQA) pursuant to a Class 1 (Section 15201, Existing Facilities), subsection (c) exemption, which includes the repair, maintenance, and/or minor alteration of existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety) The key consideration for a Class 1 exemption is whether the project involves negligible or no expansion of an existing use.

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LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.

ATTACHMENTS

1. Contract Agreement with Grifith Company

2. Consultant Services Agreement with Tripepi Smith

RFP response submitted for:

CITY OF BALDWIN PARK Active Transportation Education and Outreach Submitted: September 12, 2023 By: Ryder Todd Smith, President Jennifer Nentwig, Director City of Baldwin Park/Active Transportation Education and Outreach 2 TABLE OF CONTENTS INTRODUCTION ............................................................................................................................. 3 DECLARATIONS ............................................................................................................................. 4 RELATED FIRM EXPERIENCE ......................................................................................................... 5 COMPANY OVERVIEW ................................................................................................................... 5 APPROACH TO SCOPE OF ENGAGEMENT ................................................................................ 10 ESTIMATED COST OF ENGAGEMENT ........................................................................................ 12 PROJECT TEAM STAFFING .......................................................................................................... 19 APPENDIX: WORK SAMPLES ....................................................................................................... 23 APPENDIX: RESUMES ................................................................................................................... 24

City of Baldwin Park/Active Transportation Education and Outreach 3 INTRODUCTION Thank you for the opportunity to present Tripepi Smith’s services in response to the City of Baldwin Park’s need for education and outreach related to the City’s Active Transportation Program. Tripepi Smith is proposing to deliver these services in partnership with a subcontractor, ActiveSGV (www.activesgv.org) – a nonprofit specializing in active transportation issues and services. Tripepi Smith is a team of more than 50 communications experts–robust enough to offer experienced and effective professionals for the job, yet small enough to be nimble and responsive. Tripepi Smith offers a spectrum of skills that allows us to match the appropriate resource to the task at hand, letting us execute faster and reduce engagement costs. These resources vary by both years of experience and core hard skills (graphic design versus videography versus writing versus social media versus workshop facilitation, for example). The result: we have the capacity to conduct outreach to the public across a range of platforms. Tripepi Smith is a force multiplier for the communication operations of agencies across California. From Napa to Duarte to Coronado and out to Indian Wells, Tripepi Smith is actively working with over one hundred public agencies. We gain insights from the breadth of this client work and apply that knowledge to our work with each client. Tripepi Smith looks forward to the opportunity to continue our partnership with the City of Baldwin Park. Regards, Ryder Todd Smith Co-Founder & President Tripepi Smith [email protected] • (626) 536-2173 • Fax: (949) 679-8371 PO Box 52152, Irvine, CA 92619 Ryder is the contact person throughout the proposal evaluation period.

City of Baldwin Park/Active Transportation Education and Outreach 4 DECLARATIONS Authorization As co-founder and president of Tripepi Smith, I am qualified to enter into agreements with the City of Baldwin Park and to make the statements on behalf of the firm. This proposal is valid for ninety (90) days from September 12, 2023. Insurance Insurance certificates will be provided prior to contract execution. Tripepi Smith routinely provides insurance certificates to prove we meet the contracting requirements of public agencies throughout California. We are willing and able to comply with the insurance requirements. Incorporation Founded in 2000 and incorporated in 2002 as a California S Corporation, Tripepi Smith is based in Orange County. FEIN: 73-1642614 California Business License: C2414674 Tripepi Smith states that: • It can legally conduct business in the state of California and in the City of Baldwin Park, California. • It has not colluded in any fashion with other respondents which would restrict or eliminate competition. • No employee or official of the City of Baldwin Park has a material or monetary interest in this contract. • It is not aware of any other actual or potential conflict of interest related to this proposal and the projects being implemented. Conflict of Interest Disclosure and Ethics Tripepi Smith operates in a complex marketplace that is more political than most industries. As a result, conflicts of interest (real or perceived) can arise. The first and foremost obligation of Tripepi Smith is to outline all existing client relationships to prospects so as to let the prospect determine if a conflict exists. At this time, Tripepi Smith does not see any conflicts with our client work and the City of Baldwin Park. To read more about Tripepi Smith’s commitment to ethics: https://www.tripepismith.com/about-us/#ethics City of Baldwin Park/Active Transportation Education and Outreach 5 RELATED FIRM EXPERIENCE Tripepi Smith has been working in local government communications for over ten years and has a strong track record of success on a range of projects, including: public education and outreach related to air and water quality, revenue measure education, COVID-19 crisis communications, economic development advertising campaigns, branding projects, community choice aggregation launch efforts and district formation/redistricting programs. 1. Tripepi Smith is engaged by the City of Lancaster to aid in communications for its SEE AND BE SEEN program (www.cityoflancasterca.org/seeandbeseen) and other active transportation program elements. The work has included regular social media content development, webpage content updates, metrics analysis and reporting, press release development, and e-newsletter development. • Project Team: Principal Jennifer Nentwig, Business Analyst Skyler Addison, Junior Business Analyst Kiran Kruse • Date of Engagement: August 2020 - Ongoing 2. The City of Orange hired Tripepi Smith to conduct SB 1383 education and outreach regarding SB 1383 for residents and businesses. The work has included and will include: content development for social media, web, and print materials; design and creation of collateral including a postcard, vertical banner, and stickers; and three in-person workshops for targeted stakeholder groups. ● Project Team: Principal Jennifer Nentwig, Senior Business Analyst Sara Madsen, Business Analyst Kylie Sun, Subcontractor Michael Balliet Consulting ● Date of Engagement: May 2022 - Ongoing 3. Tripepi Smith is engaged by the City of Lomita to aid in communication and public outreach for Lomita Water and other general City communications. The work has included: SB 1383 public education and outreach, public tours of the water facility, development of Lomita’s Consumer Confidence Report, billing inserts, news article development, social media management related to Lomita Water and COVID-19, e-news alerts, Lomita Water website management, development of a stand-alone COVID-19 information portal website, City of Lomita website redesign and a stock photoshoot. ● Project Team: Principal Ryder Todd Smith, Principal Jennifer Nentwig, Senior Business Analyst Sara Madsen, Business Analyst Kevork Kurdoghlian, Junior Business Analyst Noelle Feaster, Junior Business Analyst Kayla Cao ● Date of Engagement: August 2016 - Ongoing City of Baldwin Park/Active Transportation Education and Outreach 6 COMPANY OVERVIEW A Public Affairs Firm that Understands Local Government Tripepi Smith excels at public affairs. We work in a complex environment where successful communications go hand-in-hand with marketing and technical expertise. As a full-service marketing and creative services firm, Tripepi Smith delivers content and design tailored for local government, public agencies, nonprofits and private companies—each strongly represented in our client list.

Grounded in Civic Affairs Co-Founder and CFO Nicole Tripepi Smith is a second-generation civic affairs professional (her father was a city manager for 28 years), and Co-Founder and President Ryder Todd Smith brings over a decade of public agency marketing and communications experience to the table.

Implementing Strategy and Engaging Audiences Tripepi Smith recognizes the important interplay of public affairs and design. It’s about presenting ideas that advance communities and public institutions. An important corollary to this is providing the creative services that can build materials to engage audiences and make ideas resonate. Tripepi Smith’s multi-faceted design team enables us to reach these goals and lead effective creative strategy.

City of Baldwin Park/Active Transportation Education and Outreach 7 Strategic Tripepi Smith is a provider of technology, communications and public affairs services. We leverage our skills and experiences in each of these areas to deliver efficient, technologically driven communication solutions that reflect our deep understanding of local government. Our team has a strong record of working with public agencies, joint powers authorities and not-for-profit organizations throughout California to better engage and connect with their stakeholders and community. Creative Tripepi Smith’s creative professionals have worked with public and private clients on imagery, colors and graphic design in an array of projects. Our firm offers creative services that address not only traditional media such as print, websites, logo design and advertising but also non-traditional marketing services around email campaigns, social media, blogging, SEO, video production and more. This integrated approach to content development makes the process more efficient and more effective for clients.

Content x Distribution = IMPACT Tripepi Smith was born in the digital era and brings significant technical skills to the table. Members of our team carry technical certifications in Hootsuite Social Media Marketing, Facebook Blueprint, Google Advertising, Google Analytics and Twitter Flight School, among others. We take digital seriously and recognize how critical it is to not only develop great visuals and messaging, but to ensure the audiences we want to reach actually see that content. Without content distribution there is no IMPACT. “…solutions that reflect our deep understanding of local government.”

City of Baldwin Park/Active Transportation Education and Outreach 8 Team Tripepi Smith
City of Baldwin Park/Active Transportation Education and Outreach 9 Services Offered Strategy, Marketing, Communications ¨ Strategic development, research, surveys, messaging ¨ Social media management ¨ Web and social media strategy, optimization (SEO), metrics ¨ Web hosting and support ¨ Email campaigns ¨ Relations (media, stakeholders, public, government) ¨ Support and training for events, presentations and virtual gatherings ¨ Google AdWords, LinkedIn and Facebook advertising Creative Services ¨ Full-service graphic design for digital, print and outdoor ¨ Brand and logo development ¨ Content generation, writing and editorial ¨ Output services (digital distribution, print management, mail management) ¨ Photography, illustration and information graphics ¨ Video and animation ¨ Web design and implementation

City of Baldwin Park/Active Transportation Education and Outreach 10 APPROACH TO SCOPE OF ENGAGEMENT The following scope of work is being quoted by Tripepi Smith for education and outreach work. Project Outreach – Pop-Up Event Tripepi Smith proposes to table at five community events, or pop-up events, to reach community members where they already are in order to share educational information and gather feedback. This type of engagement typically involves events such as farmers markets, City concerts, etc. Our proposed scope assumes one Junior Business Analyst onsite for up to two hours per event, together with a member of City staff at the table. Materials like a pop-up tent, folding table, banner and incentives can be coordinated with Baldwin Park. Please note that, in order to keep proposed costs within the City’s proposed grant budget, Tripepi Smith’s proposal does not include formal community presentations. Focusing instead on pop-up events is the most efficient way to reach community members as part of this scope. Project Material Development Tripepi Smith proposes creating promotional/educational materials for this effort. Our graphic design team will develop a sublogo, half-page flyer, sticker, and banner. The sublogo will pull from existing City branding. Our proposed scope assumes two iterations of design. Our team will develop up to six social media posts and will coordinate the boosting of two posts. Our team will also coordinate with Baldwin Park to develop three, up-to-four-minute videos for social media. All written content will be translated, if/as requested by the City, into Chinese as well as Spanish. Online Survey Tripepi Smith proposes to create a survey intended for distribution through a web-based platform to gather feedback from community members online. This scope includes the use of any free web-based platform, to be agreed upon by the City. (See the Estimated Cost of Engagement section below for an option for a paid survey tool.) Please note that, in order to keep proposed costs within the City’s proposed grant budget, Tripepi Smith’s proposal does not include focus groups. Project Management Tripepi Smith proposes to coordinate project calls for this engagement and create a living agenda to manage the education and outreach efforts. After the initial set-up, these City of Baldwin Park/Active Transportation Education and Outreach 11 meetings would take place on a monthly basis throughout a 12-month engagement. The video calls would typically last up to an hour and will have a detailed agenda and notes. After each call, Tripepi Smith would send a summary email about decisions made on the phone call and related action steps for all involved parties. The following scope of work is being quoted by ActiveSGV. • Project Meetings (12) • Administrative Reporting • Bike Repair Classes (4) • Bike and Pedestrian Counts (3) • Community Walking Audit (1) • Community Biking Audit (1) • Bike Safety Checkpoints (4) • Youth Earn a Bike Program sessions (4) • Outreach Summary City of Baldwin Park/Active Transportation Education and Outreach 12 ESTIMATED COST OF ENGAGEMENT Given the City’s initial scope and proposed budget for this grant work, Tripepi Smith proposes a total budget of $104,000. This total budget includes a recommended 12-month outreach budget of $58,010 (to include roughly $14,000 in printing and supplies) to cover work by Tripepi Smith. It also includes a $45,990 budget for services delivered by the projected active transportation subcontractor, ActiveSGV. The costs for each of the respective elements are further outlined below.

ESTIMATED COSTS OF TRIPEPI SMITH OUTREACH AND ENGAGEMENT Tripepi Smith proposes to engage with the City on this work on a time and materials basis. During our engagement, the following rates and related fees for services would apply. 2023-24 Hourly Rates Hourly Rates Principal $350.00 Director $240.00 Creative Director $240.00 Senior Business Analyst $190.00 Business Analyst $130.00 Junior Business Analyst $105.00 Senior Videographer/Animator $190.00 Senior Photographer $160.00 Photographer/Videographer $120.00 Senior Graphic Designer $175.00 Graphic Designer $120.00 Junior Graphic Designer $105.00 Web Developer $195.00 Junior Web Developer $105.00 Drone Operator $195.00 City of Baldwin Park/Active Transportation Education and Outreach 13 Time at Tripepi Smith is billed in 15-minute increments. See the following examples for how we invoice our time: 1.25, .75, 4 or 6.5 hours. Tripepi Smith will increase the hourly rates for all resources by five percent (5%) or the national BLS Consumer Price Index (www.bls.gov/cpi/) — whichever is higher — each year on the anniversary of the contract, starting on the first anniversary of any contract when the contract duration is longer than one year. Otherwise, new rates will be negotiated with each new contract renewal period. If Tripepi Smith is requested to be onsite, we will invoice for travel time at half-rate of the resource’s Standard Rate. Sometimes, we have a resource who works across categories of skills. For example, we may have a videographer who operates a drone. When that person is doing the category of skill, that skill rate will apply. In this example, a videographer flying a drone is billed at the drone operator rate.

Other Fees Because Tripepi Smith offers a broad set of services, including extensive content production, we have some other content production-related fees that may come up during the course of our engagement. Equipment Fees Tripepi Smith offers some services that require equipment, such as drone operations and video production. All such expenses will be authorized by the client prior to fee being assessed. As such, in those cases, the following rates apply:

Six hundred dollars ($600) for a full day of video equipment use (includes full set of video equipment). “Full day” is defined as a shoot lasting four (4) or more hours.

Four hundred dollars ($400) for a half day of video equipment use. “Half day” is defined as anything under four (4) hours of video production.

Four hundred dollars ($400) per day for full video equipment related to Facebook Live stream support (Mevo camera, microphones and iPad/iPhone) and is not inclusive of the operator’s time (depends on the resource).

Five hundred dollars ($500) per day drone fee applies and is not inclusive of the drone operator time (Drone Operator hourly rate).

City of Baldwin Park/Active Transportation Education and Outreach 14 Printing Fees Tripepi Smith is happy to use a printer of the client’s choosing for print production work, or to recommend a local printer with whom we have experience. Tripepi Smith typically has the printer bill the client directly for work. Tripepi Smith makes no money on print services and has no economic interest in the selected print vendor other than ensuring quality and fair pricing for our clients. If Tripepi Smith is asked to pay the bill for the client, we will apply a ten percent (10%) agency fee to the reimbursement expense.

Digital Advertising Fees Tripepi Smith is a Google Partner and Constant Contact Solution Provider and has Facebook Certified staff. We consider digital platforms to be a cornerstone element of any outreach strategy; often this comes with digital advertising fees. If a Tripepi Smith credit card is used to run the advertising campaign, then we will charge an additional ten percent (10%) agency fee on all advertising charges to compensate for the administrative overhead.

Voiceover, Translation and Closed Caption Fees Tripepi Smith occasionally uses third-party resources to record voiceovers for videos, generate closed captions for videos, and for non-English language translations. Tripepi Smith will discuss with the client whether to bill the client directly or have Tripepi Smith pay and seek reimbursement. If a Tripepi Smith credit card is used for these services, then we will charge an additional ten percent (10%) agency fee on all charges to compensate for the administrative overhead.

Media Placement Fees Purchase fees for advertising media space is not included on Tripepi Smith advertising proposals. Usually, clients contract directly with media, but in the event Tripepi Smith covers these fees, then we will charge an additional ten percent (10%) agency fee on all advertising charges to compensate for the administrative overhead.

City of Baldwin Park/Active Transportation Education and Outreach 15 Community Sentiment Analysis As part of the education and outreach efforts, Tripepi Smith recommends using FlashVote, an automated scientific community survey technology. FlashVote is inclusive for residents who want to participate, with communications by email, text and phone call, plus multiple language options. By collecting community feedback, Tripepi Smith can help the City engage with residents more effectively on future City projects, events, and more. Here is an example response format that uses survey results for outreach on community branding: https://www.flashvote.com/arlington-tx/surveys/city-branding-07-19?filter=local Fees for FlashVote are not included in our proposal. While Tripepi Smith has no financial interest in FlashVote, we do note that the co-founders of Tripepi Smith have personally invested in the platform.

City of Baldwin Park/Active Transportation Education and Outreach 16 ESTIMATED COSTS OF ACTIVE TRANSPORTATION NONPROFIT SERVICES ActiveSGV proposes to engage on a fixed-price basis according to the price quote below.

City of Baldwin Park/Active Transportation Education and Outreach 17 PAYMENT SCHEDULE AND TERMS For ad hoc work by Tripepi Smith, Tripepi Smith will invoice at the end of each month for that month’s services. Terms are NET 30 days. As a subcontractor to Tripepi Smith, ActiveSGV will invoice Tripepi Smith a fixed price upon deliverable completion. Tripepi Smith will submit ActiveSGV invoices to the City and remit payment for the invoices when payment is received from the City.

City of Baldwin Park/Active Transportation Education and Outreach 18 References Contact Description City of Lancaster Candice Vander Hyde Public Works Admin Analyst 661.723.5851 [email protected] SEE AND BE SEEN and other active transportation education and outreach including social media content, webpage content development, and e-newsletter development.

City of Orange Josh Soliz Public Works Admin Manager 714.744.5525 [email protected] SB 1383 education and outreach including social media content, webpage content development, design and creation of print collateral, press releases, and in-person stakeholder workshops.

City of Lomita Ryan Smoot City Manager 310.325.7110 [email protected] General communications support, water quality/water conservation communications, SB 1383 education and outreach, graphic design, media relations, social media management

City of Baldwin Park/Active Transportation Education and Outreach 19 PROJECT TEAM STAFFING Proposed Team
Jen Nentwig Principal APR
Kevin Bostwick Creative Director
Peter Johnson Business Analyst
Kiran Kruse Junior Business Analyst It is anticipated that Principal Jen Nentwig will be the account manager for the proposed engagement, with Business Analyst Peter Johnson serving as the day-to-day project manager. Jennifer will own project oversight and provide strategic guidance. Peter will manage check-in calls, coordinate review and approval of deliverables, and track the completion of action items. Junior Business Analyst Kiran Kruse will provide additional project management support and lead content development. Leadership of design will be handled by Creative Director Kevin Bostwick. Tripepi Smith may adjust the staffing of the team to meet the needs of the City and will do so in collaboration with City staff.

City of Baldwin Park/Active Transportation Education and Outreach 20 Bios (see resumes in the appendix to learn more about the proposed team) Team Member Role Description Jen Nentwig Principal Role: Account management lead Based in Phoenix, AZ Jen is a talented, well-rounded communications professional and project manager with more than 14 years of experience serving government organizations. She has built and implemented programs in strategic communications, media relations, internal communication, community relations and social media. Her skills include website and social media management, development of content including articles, speeches, talking points and FAQs, as well as event planning and implementation. Jen’s clients include the City of Vallejo, City of Lomita, Costa Mesa Sanitary District, City of Livermore and City of Lancaster. Jen earned a Bachelor’s Degree in Political Science from the University of Notre Dame and a Master’s Degree in Global Leadership from the University of San Diego. She is a Hootsuite Social Marketing Professional, is Facebook Blueprint certified, and has her Accreditation in Public Relations from the Public Relations Society of America (PRSA).

City of Baldwin Park/Active Transportation Education and Outreach 21 Kevin Bostwick Creative Director Role: Lead Designer Based in Claremont, CA Kevin is an experienced Art Director and creative manager. He delivers powerful ideas visually, distilling unexpected stories from challenging content and designing media for understanding and absorption. He directs and executes for digital, interactive and print mediums, delivering across a blend of channels, particularly for learning, data-display and presentation. His work for major clients has included digital tools, logos, presentation, interactive learning, advertising and print design. He navigates the whole ecosystem, working with high-powered stakeholders to shape concepts, UX, branding, strategy, writing, asset management, information architecture, and infographics. Kevin's clients have included California State University San Marcos, Clean Energy Alliance (power provider for the cities of Carlsbad, Del Mar, Escondido, Oceanside, San Marcos, Solana Beach and Vista), Orange County (Health & Human Services, Social Services), City of Aliso Viejo, Culver City, City of Napa, City of San Leandro, City of Manteca, City of Livermore, City of Palmdale, Pivot Charter Schools, California Joint Powers Insurance Authority and Renne Public Law Group.

City of Baldwin Park/Active Transportation Education and Outreach 22 Peter Johnson Business Analyst Role: Project Manager Based in San Luis Obispo, CA Peter brings nearly a decade of media experience to the Tripepi Smith team and an expertise in writing, community relations, and local government policy. Prior to joining Tripepi Smith, he spent five years as the assistant editor of a San Luis Obispo County newspaper, honing his skills communicating the ongoings of local government and politics to the public through his award-winning journalism. Peter possesses a diverse skillset which he deploys creatively with a strong drive to produce quality and impactful results for clients. He graduated from Stanford University with a Bachelor of Arts in Communication. During his time in college, he worked with department chair James T. Hamilton on his 2016 book, Democracy’s Detectives, which won the Harvard Kennedy School’s Goldsmith Book Prize in 2017. Peter is certified in Hootsuite Social Marketing. Kiran Kruse Junior Business Analyst Role: Content Development and Project Management Support Based in San Francisco, CA Kiran is a talented researcher and writer with a background in several industries, including operations and the non-profit space. He graduated from Claremont McKenna College with a Bachelor of Arts in Environment, Economics and Politics (EEP). During his time in college, he gained experience with industry research, writing, and project management. He developed his experience in operations and project management through several internships, as well as leadership skills as both a team captain for the Claremont-Mudd-Scripps basketball team and economics tutor for the Robert Day School of Economics and Finance. Kiran is certified in Hootsuite Social Marketing and as a LEED Green Associate.

City of Baldwin Park/Active Transportation Education and Outreach 23 APPENDIX: WORK SAMPLES We encourage you to see all the work we have done for clients through our online portfolio at: www.tripepismith.com/work City of Baldwin Park/Active Transportation Education and Outreach 24 APPENDIX: RESUMES JENNIFER NENTWIG, APR TRIPEPI SMITH – PRINCIPAL 03/22 - PRESENT ● Strategic advice and project leadership across an array of clients TRIPEPI SMITH – DIRECTOR 01/21 – 03/22 ● Redistricting subject matter expertise, business development and project management ● Internal leadership on policy areas like water quality, major infrastructure projects TRIPEPI SMITH – SENIOR BUSINESS ANALYST 08/19 – 12/20 ● Provides project management and account support for numerous clients ● Develops content including strategic messaging, leadership talking points, speeches and articles COUNTY OF ORANGE – COMMUNICATIONS MANAGER 11/16 – 8/19 ● Managed County website and social media accounts, including Facebook, Twitter, Instagram and Nextdoor ● Developed and implemented communication plans, including talking points, key messages and FAQs BOOZ ALLEN HAMILTON – COMMUNICATIONS CONSULTANT/ASSOCIATE 09/11 – 11/16 ● Led communications support of several U.S. military clients such as the Naval Aviation Enterprise (NAE) ● Developed and published high-visibility products including vision documents and strategic plans U.S. AIR FORCE RESERVES – PUBLIC AFFAIRS OFFICER/MAJOR 09/11 – PRESENT ● Provides once-a-year Public Affairs support to active-duty U.S. Air Force units U.S. AIR FORCE – PUBLIC AFFAIRS OFFICER/CAPTAIN 05/07 – 08/11 ● Served as Director of Public Affairs for U.S. military joint task force providing humanitarian assistance and disaster relief ; Led media relations program and community relations events for Nellis Air Force Base, Nevada including support for a visit and speech by President Barack Obama EDUCATION UNIVERSITY OF SAN DIEGO – SAN DIEGO, CA ● Master of Science in Global Leadership UNIVERSITY OF NOTRE DAME – NOTRE DAME, IN ● Bachelor of Arts in Political Science, Minor in Hesburgh Program of Public Service – Magna Cum Laude Honors PROFESSIONAL DEVELOPMENT ● Accreditation in Public Relations, Public Relations Society of America 2015 ● Public Affairs Qualification Course, Defense Information School 2007 CERTIFICATIONS ● Facebook Blueprint Digital Marketing Associate 07/20 ● Hootsuite Social Marketing 09/19 City of Baldwin Park/Active Transportation Education and Outreach 25 KEVIN BOSTWICK TRIPEPI SMITH – CREATIVE DIRECTOR 10/19 – PRESENT ● Consult, design, and execute on premium design projects. Assist team of junior to senior graphic artists by providing inspiration, creative direction and workflow management ● Manage client accounts and creative presentation, encourage business development where the focus is design ● Ensure quality assurance, brand consistency and overall visual quality. Establish high technical standards, manage internal and external creative resources and vendors, provided project management and consulting KB GRAPHIC STUDIO – PRINCIPAL 01/03 – 10/19 ● Content strategy and information design for both digital and print communications ● Data visualizations, interactive components, information models, and diagrams used for assessment, learning, marketing, and presentation ● Some projects: Canon, Walmart, Coca-Cola, HP, Google, PNC, Clarkson University, Goodwill KORN FERRY INTERNATIONAL – ART DIRECTOR 01/12 – 03/18 ● Design for talent acquisition, leadership training, performance and retention ● Development of internal brands and product lines, white-label offerings, and client brands ● Lead design process for stakeholders (product owners, SMEs, business strategists, etc.) ● Some internal clients: Futurestep, Hay Group, Lominger, Global Novations ● Some external clients: Chevron, Johnson & Johnson, 7 Habits, Cemex, Fonterra, Genentech MARRIOTT INTERNATIONAL – ART DIRECTOR 01/03 – 01/12 ● Graphic design for advertising, logos, presentations, brochures and magazines ● Data visualizations, interactive components, information models, and diagrams ● Some Marriott projects: JW Marriott, Marriott Resorts, Renaissance, Marriott Brand Family CLAREMONT MCKENNA COLLEGE – SENIOR GRAPHIC DESIGNER 08/11 – 06/12 ● Design and management of creative assets, vendor relations, pre-press. ● Some Claremont McKenna projects: admissions brochures, alumni magazine, logo development EDUCATION ● Bachelor of Arts in Philosophy/Literature – Reed College – Portland, OR SKILLS ● Strategy, development, blended media ● Wireframes, storyboards ● Data design and infographics ● Brand development ● User stories, UX, information architecture ● Implementation, engineering, production ● Adobe Creative Suite ● Microsoft Office ● Creative workflow and agile management

City of Baldwin Park/Active Transportation Education and Outreach 26 PETER JOHNSON TRIPEPI SMITH – BUSINESS ANALYST 06/23 – PRESENT ● Perform consistent communications and project management support ● Create and publish social media, e-newsletters, press releases and website content ● Develop communication strategies to execute client initiatives SAN LUIS OBISPO NEW TIMES – ASSISTANT EDITOR 09/18 – 06/23 ● Reported, wrote and published 3-4 articles per week about San Luis Obispo County public affairs ● Co-directed newspaper’s editorial coverage ● Managed and created engaging content for company social media accounts ● Edited and managed multiple staff and freelance writers SAN LUIS OBISPO NEW TIMES – STAFF WRITER 01/16 – 08/18 ● Reported, wrote and published 3-4 articles per week about San Luis Obispo County public affairs ● Managed and created engaging content for company social media accounts STANFORD COMMUNICATION DEPARTMENT – RESEARCH ASSISTANT 06/14 – 09/16 ● Assisted Professor James T. Hamilton with his 2016 book, Democracy’s Detectives ● Researched chapter topics and produced in-depth memos ● Copy-edited and proofread manuscript and created index ● Planned 2015 journalism conference convening national expert panelists EDUCATION ● Bachelor of Arts in Communication – Stanford University – Stanford, CA PROFESSIONAL DEVELOPMENT ● UCI Public Policy Making Academy II 03/20 ● CAPIO “Facebook and Instagram for Government” Workshop 12/19 ● League of California Cities Crisis Communications Workshop 05/17 CERTIFICATIONS ● Hootsuite Social Marketing 06/23 SOFTWARE ● Google Suite ● Adobe Creative Suite ● Constant Contact ● Hootsuite ● Canva ● Microsoft Office Suite

STAFF REPORT
ITEM NO. _____10_____

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TO: Honorable Mayor and Members of the City Council
FROM: Ron Garcia, Director of Community Development
Imelda Delgado, Housing Manager

PREPARED BY:

Michelle Bravo, Senior Housing Specialist
DATE: September 20, 2023
SUBJECT: Public Hearing Regarding Fiscal Year 2022 -23
Consolidated Annual Performance & Evaluation
Report (CAPER).

SUMMARY
The U.S. Department of Housing and Urban Development (HUD) requires the City to conduct a Public Hearing to approve the FY 2022-23 Consolidated Annual Performance & Evaluation Report (CAPER) in accordance with federal regulation 24 CFR 570.486(a)(5).

RECOMMENDATION
It is recommended that the City Council:

1. Conduct a Public Hearing to hear comments and approve the Final 2022 -23 Consolidated Annual Performance & Evaluation Report (CAPER) for federal CDBG and HOME funds; and

2. Authorize the City Manager to transmit this report to the United States Department of Housing and Urban Development (HUD) by the deadline of September 28, 2023.

FISCAL IMPACT
There is no fiscal impact to approve and file this document.

BACKGROUND
Annually, the City is required to submit to HUD its CAPER, which reports on program performance and accomplishments for the use of CDBG and HOME entitlement funds. The City is required to conduct a public hearing to adopt the CAPER.

The purpose of the CAPER is threefold:

1. It provides HUD with necessary information for it to meet its statutory requirement to assess each grantee's ability to carry out relevant City programs in compliance with all applicable rules and regulations.

2. It provides information necessary for HUD's Annual Report to Congress, also statutorily mandated; and

Page 2 ends

3. It provides the City an opportunity to describe its successes in revitalizing deteriorated neighborhoods and meeting objectives stipulated in their Consolidated Plan.

To those ends, the attached CAPER has been prepared in accordance with Federal guidelines. The CAPER highlights the City's achievements during the implementation year of the HUD -funded Community Development Block Grant (CDBG) and HOME Investment Partnershi ps Act (HOME) Programs covering July 1, 2022 through June 30, 2023. Additionally, the CAPER reports the progress the City made in carrying out its strategic plan as part of the Five-Year Consolidated Plan and its Annual Action Plan.

Every five years, the City prepares a Consolidated Plan describing the proposed use of CDBG, HOME, and other applicable federal program funds. The Council -adopted Consolidated Plan covering 2020 - 2024 identifies the City's overall vision and strategy for addressing housing and non-housing community development needs in Baldwin Park. As a means to achieve the strategic goals outlined by the Consolidated Plan, the City prepares an Annual Action Plan that describes projects, programs, and activities that will address the priority needs of low - and moderate -income households through community development, economic development, housing, and public services during the specified year. This CAPER discusses accomplishments to date towards the Consolidated Plan’s 5-Year goals, as well as towards the 2022-23 annual goals described in the Annual Action Plan.

It is recommended that after conducting the public hearing, the Mayor and City Council accept the Consolidated Annual Performance & Evaluation Report, inclusive of public comments, and authorize the City Manager to execute all required documents for transmittal to the U.S. Department of Housing and Urban Development (HUD) by September 28, 2023.

ALTERNATIVES
None proposed. This item simply reports CDBG and HOME accomplishments to the Baldwin Park Mayor and City Council.

LEGAL REVIEW
No legal review is necessary at this time.

ATTACHMENTS

1. FY 2022-23 CAPER & Notice of Public Hearing (found on page 58).

STAFF REPORT
ITEM NO. _____11_____

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TO: Honorable Mayor and Members of the City Council
FROM: Enrique C. Zaldivar, City Manager
Karina Rueda, Human Resources Manager
DATE: September 20, 2023
SUBJECT: Approval of Employment Agreement with Albert Trinh for the position of Accounting Manager

SUMMARY
The attached Agreement for Accounting Manager (“Agreement”) with Albert Trinh is presented for approval by the City Council ascertaining the terms and conditions of employment.

RECOMMENDATION
It is recommended that the City Council approve the Agreement with Albert Trinh for the position of Accounting Manager (subject to any non-substantive changes made by Chief Executive Officer and the City Attorney) and direct the Mayor and City Clerk to execute it.

FISCAL IMPACT
There is no fiscal impact as the Accounting Manager position was vacated in July 2023 at which time the prior incumbent, resigned, and budgeted funds remain available.

BACKGROUND
Upon the position becoming vacant in July 2023, the City initiated a recruitment to solicit a pool of qualified candidates. Following a thorough review and vetting of the applicants, including an outside independent panel and an oral interview panel of internal raters, Mr. Trinh was selected as the top candidate. Mr. Trinh has the qualifications and experience for this position. If approved, the Agreement will be effective September 20, 2023, and Mr. Trinh will commence on September 25, 2023.

The Agreement sets the monthly base pay compensation for the Accounting Manager at $10,921.56 per month or $131,058.67 annually, which is Step 6 of the salary range as per the City of Baldwin Park Comprehensive Salary Schedule. The Accounting Manager position is expressly defined as “At -Will” and the employee shall serve at the pleasure of the City Council and Chief Executive Officer.

ALTERNATIVES
No alternatives are recommended.

LEGAL REVIEW
This report has been reviewed and approved by the City Attorney as to legal form and content.

ATTACHMENTS

1. Accounting Manager Employment Agreement

1 CITY OF BALDWIN PARK

ACCOUNTING MANAGER

EMPLOYMENT AGREEMENT
This ACCOUNTING MANAGER EMPLOYMENT AGREEMENT (“Agreement”) is entered into and made effective the 20th day of September 2023, by and between the CITY OF BALDWIN PARK, a municipal corporation (“City”) and Albert Trinh, an individual (“Employee”).

R E C I T A L S
WHEREAS, pursuant to Baldwin Park Municipal Code Section 31.03 the Chief Executive Officer has the authority, upon consultation and concurrence by the City Council, to appoint certain department heads and managers; and
WHEREAS, pursuant to Baldwin Park Municipal Code Section 33.05, all Unclassified Service Employees, including the Accounting Manager, are At-Will and may be terminated from employment at any time without cause or without right of appeal or hearing, and not covered by the City’s Personnel System; and
WHEREAS, at the regular City Council meeting of September 20, 2023, the Chief Executive Officer secured the concurrence of the City Council to execute an employment agreement with Albert Trinh, to serve as Accounting Manager, which position shall be At-Will and serve at the pleasure of the City Council and Chief Executive Officer; and WHEREAS, Employee desires to perform and assume responsibility for the provision of services as the Accounting Manager to the City and its related agencies; and WHEREAS, the parties wish to establish the terms and conditions of Employee’s services as the Accounting Manager to the City and its related agencies through this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and Employee hereby agree as follows:

A G R E E M E N T

1.0 EMPLOYMENT & DUTIES

1.1 Duties. City hereby employs Albert Trinh as the Accounting Manager to perform the functions and duties as specified in the job description for this position attached hereto as Exhibit “A”, and to perform such other legally permissible and proper functions and duties as the Chief Executive Officer shall, from time-to-time, direct or assign. Employee shall perform these functions and duties in an efficient, competent, and ethical manner and shall devote her best efforts and full-time attention thereto.

1.2 Work Schedule. It is recognized that Employee is expected to engage in the hours of work that are necessary to fulfill the obligations of the position, must be available at DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

2 all times, and must devote a great deal of time outside the normal office hours to the business of the City. Employee acknowledges that proper performance of the duties of the Accounting Manager will require Employee to generally observe normal business hours, as set by the City and may be duly revised from time-to-time (currently 7:30 a.m. to 6:00 p.m., Monday through Thursday), and will also often require the performance of necessary services outside of normal business hours. Employee’s compensation (whether salary or benefits or other allowances) is not based on hours worked, and Employee shall not be entitled to any compensation for overtime.

1.3 Other Activities. Employee shall focus their professional time, ability, and attention to City business during the term of this Agreement. Employee shall not engage, without the express prior written consent of the Chief Executive Officer, in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, that is or may be competitive with the City, that might cause a conflict-of-interest with the City, or that otherwise might interfere with the business or operation of the City or the satisfactory performance of the functions and duties of the Accounting Manager.

1.4 Employment Status. Upon appointment to the Accounting Manager position, Employee shall serve at the will and pleasure of the Chief Executive Officer and understands that he shall be an “At-Will” employee without recourse to bumping or other demotion rights and shall be subject to summary dismissal without any right of notice or hearing, including any so-called due process pre-disciplinary Skelly hearing, except as expressly provided in this Agreement. The City may terminate Employee at any time in accordance with Section 3.4 below.

1.5 City Documents. All data, studies, reports and other documents prepared by Employee while performing her duties during the term of this Agreement shall be furnished to and become the property of the City, without restriction or limitation on their use. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Employee in connection with the performance of this Agreement shall be held confidential by Employee to the extent permitted by applicable law, except as may be required by any governmental agency or court of competent jurisdiction. Such materials shall not be used by Employee, without the prior written consent of the Chief Executive Officer, for any purposes other than the performance of her duties. Additionally, no such materials may be disclosed to any person or entity not connected with the performance of services under this Agreement, except as required by (a) law, (b) any governmental agency, (c) subpoena, or (d) an order issued by a court of competent jurisdiction.

1.6 Exclusion from Competitive Service. Employee understands, acknowledges and agrees that he is exempt from the City’s competitive (Civil Service) system, and as such remains an At-Will employee serving at the pleasure of the Chief Executive Officer.

1.7 FLSA Exempt Status. Employee agrees that her position is that of an exempt employee for the purposes of the Fair Labor Standards Act.

2.0 COMPENSATION AND REIMBURSEMENT
DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

3 2.1 Compensation. For the services rendered pursuant to this Agreement, Employee’s initial base compensation shall be $10,921.56 per month (“Salary”), Step 6 of the City of Baldwin Park’s Salary Schedule, to be paid on a pro-rated basis bi-weekly at the same time as other employees of the City are paid. Such Salary shall be adjusted for state and federal tax withholdings.

2.2 Annual Salary Review. The Chief Executive Officer, in coordination with the Finance Director, and Employee agree to conduct an annual salary review concurrently with the annual performance evaluation set forth in Section 6.2. Upon conclusion of such review, the Chief Executive Officer may, within his discretion, increase Employee’s Salary as he deems appropriate not to exceed the maximum of the Accounting Manager salary range in accordance with the City’s Salary Schedule.

2.3 Cost of Living Adjustment. Employee shall not be entitled to any cost of living adjustment (“COLA”), except Employee shall be entitled to a COLA when specifically approved for the Accounting Manager position by action of the Baldwin Park City Council.

3.0 TERM

3.1 Commencement & Effective Date. Employee shall commence their services hereunder at 12:01 a.m. Pacific daylight savings time on September 25, 2023, or such earlier date upon which the Chief Executive Officer and Employee may mutually agree, in either event such date will also be deemed the effective date of this Agreement (“Effective Date”).

3.2 Term. The City hereby employs Employee until their services are terminated as provided for herein.

3.3 Termination by Employee. Employee may terminate this Agreement at any time, provided Employee provides the Chief Executive Officer with at least thirty (30) days’ advance written notice, unless the parties agree to an alternative timeframe. In the event Employee terminates this Agreement, Employee expressly agrees that he shall not be entitled to any severance pay.

3.4 Termination by City. The Chief Executive Officer or someone acting in the capacity as Chief Executive Officer may terminate this Agreement at any time with or without cause, by providing written notice of the reason(s). The Chief Executive Officer’s right to terminate Employee pursuant to this Section 3.4 shall not be subject to or in any way limited by the City’s Personnel Rules or past City practices related to the employment, discipline, or termination of the City’s employees. Employee expressly waives any rights provided for department heads and certain managers under the City’s Personnel Rules, Municipal Code, or under other state or federal law to any other form of pre- or post-termination hearing, appeal, or other administrative process pertaining to termination. Nothing herein, however, shall be construed to create a property interest, where one does not exist by rule of law, in the position of Accounting Manager. Upon appointment to the Accounting Manager position, Employee remains an At-Will employee serving at the pleasure of the Chief Executive Officer. (a) Termination by City for Cause. The City may terminate this Agreement for cause at any time by providing Employee with five (5) business days’ written DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

4 notice of the termination for cause and the facts and grounds constituting such cause. The term “cause” shall be defined to include any misconduct materially related to performance of official duties, including but not be limited to any of the following: 1) Breach of this Agreement, 2) Willful or persistent material breach of duties, 3) Résumé fraud or other acts of material dishonesty, 4) Unauthorized absence or leave, 5) Conviction of a misdemeanor involving moral turpitude (i.e., offenses contrary to justice, honesty, or morality) or conviction of a felony under California law, 6) Violation of the City’s anti-harassment policies and/or a finding that legally prohibited personal acts of harassment against a City official or employee or legally prohibited personal acts of discrimination against a City official or employee has occurred, 7) Violation of the Municipal Code, Ordinances, Rules, and Regulations, including but not limited to the City’s Personnel Rules, 8) Use or possession of illegal drugs, 9) Engaging in conduct tending to bring embarrassment or disrepute to the City, 10) Any illegal or unethical act involving personal gain, 11) A pattern of repeated, willful, and intentional failure to carry out materially significant and legally constituted direction of the Chief Executive Officer or the policy decisions of the City Council, 12) Gross misfeasance or gross malfeasance, and 13) “abuse of office or position” as defined in Government Code Section 53243.4 (i.e., waste, fraud, and violation of the law under color of authority and crimes against public justice, including crimes involving bribery and corruption). For any of the foregoing, the City may, in its discretion, place Employee on paid or unpaid administrative leave until resolution. If the City terminates for cause this Agreement and the services of Employee hereunder, the City shall have no obligation to pay severance.
(b) Termination by Chief Executive Officer Without Cause. By providing Employee at least thirty (30) days’ prior written notice thereof, the City may terminate Employee without cause. In the event Employee is terminated without cause, Employee expressly agrees that they shall not be entitled to any severance pay as the result of the termination of this Agreement except as provided in Section

4.1 below.

4.0 SEVERANCE AND WAIVER AND RELEASE

4.1 Severance Pay. In the event the Chief Executive Officer terminates Employee’s employment as Accounting Manager without cause pursuant to Section 3.4(b) of this Agreement, and if Employee is not otherwise in breach of the terms of this agreement, and if Employee executes a written waiver of any and all claims the Employee may have against the City, including but not limited to, a Civil Code Section 1542 waiver, then and only then the City shall pay a lump sum cash payment equal to three (3) months base salary, with no benefits included in the severance calculation (“Severance Pay”) to Employee. Only base salary will be used to calculate the three months’ severance. However, the City shall be relieved of its obligation to pay Severance Pay if Employee is terminated for malfeasance in carrying out the duties obligated under this Agreement or if the Employee is convicted of any illegal act involving moral turpitude or personal gain or if Employee refuses to sign a complete waiver releasing the City of any and all claims the Employee may have against the City. Employee shall also be entitled to any accrued DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

5 compensable leave as Employee may have accumulated, subject to Section 6 of this Agreement and consistent with the Unclassified Managers Benefits Matrix and/or City Personnel Rules.

4.2 No Severance Pay if Termination for Cause or Initiated by Employee. As provided in Section 3.4(a), should Employee be terminated for cause, the City shall have no obligation to pay the severance provided for in Section 4.1 above. As provided in Section 3.3, should Employee initiate termination of this Agreement, the City shall have no obligation to pay the severance provided for in Section 4.1 above.

4.3 Sole Rights. The severance rights provided in this Section 4.0 shall constitute the sole and only entitlement of Employee with respect to severance pay in the event of the termination, other than for cause. Employee expressly waives any and all other rights with respect to severance pay except as provided herein.

5.0 PERFORMANCE EVALUATIONS

5.1 Purpose. The performance review and evaluation process set forth herein is intended to provide review and feedback to Employee so as to facilitate a more effective management of the City’s personnel. Nothing herein shall be deemed to alter or change the employment status of Employee (as set forth in Section 1.3 above), nor shall this Section 5.0 be construed as requiring “cause” to terminate this Agreement, or the services of Employee hereunder.

5.2 Annual Evaluation. The Chief Executive Officer shall review and evaluate the performance of Employee, as drafted by the Finance Director annually within thirty (30) days after each anniversary of the Effective Date. In addition, Employee shall submit for the Chief Executive Officer’s and Finance Director consideration at those times established by the Chief Executive Officer, but at least annually, Employee’s proposed performance goals and objectives and incorporate the Chief Executive Officer’s suggestions. Such review and evaluation shall be conducted concurrently with an annual salary review, and in accordance with the purpose noted in Section 5.1 above.

5.3 Written Summary. The Chief Executive Officer and/or the Finance Director may, at his/her sole discretion, elect to provide a written summary of each performance evaluation to Employee within two (2) weeks following the conclusion of the review and evaluation process, and may, at his sole discretion, schedule at least one (1) closed personnel session with Employee to deliver and discuss the evaluation.

6.0 BENEFITS

6.1 Provision of Benefits. The Employee shall receive all fringe benefits as are defined in the City of Baldwin Park’s Unclassified Manager’s Benefits Matrix, Effective July 1, 2021, as approved by the City Council, attached as “Exhibit” C.

6.2 Changes to Benefits. To the extent the benefits enumerated in this Section

6.0 are increased, decreased, modified, or eliminated by the City Council, said increase, decrease, modification or elimination of said benefits shall be applicable to Employee at the time it becomes effective.

DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

6 7.0 PROFESSIONAL DEVELOPMENT

7.1 Membership. The City encourages Employee’s continued professional development and shall provide payment of appropriate related costs for such activities, including membership in relevant professional organizations, as approved by the Chief Executive Officer.

7.2 Out-of-Town Meetings & Seminars. The City agrees to reimburse Employee the actual cost for registration, travel, lodging, meals, and other expenses incurred by Employee while attending overnight, out-of-town meetings or seminars related to her employment with the City, in accordance with the City’s policies for expense reimbursement. Moreover, to be eligible Employee must have budgeted funds available for same; provided, however, that the Chief Executive Officer and/or the Finance Director may, in his/her sole discretion, approve such unbudgeted expenditures if s/he deems it in the best interests of the City.

7.3 Local Meetings & Seminars. The City agrees to reimburse Employee the actual cost of registration, meals, and other expenses necessarily incurred while in attendance at local meetings or seminars related to her employment with City in accordance with the City’s policies for expense reimbursement.

7.4 Incidental Expenses. The City agrees to reimburse Employee the actual cost of those incidental expenses necessarily incurred by Employee while engaged in the business of the City upon the presentation of an appropriate receipt therefor, in accordance with the City’s policies for expense reimbursement.

7.5 Approval by Chief Executive Officer. To be eligible to receive reimbursement for the memberships and travel and other expenses incurred pursuant to this Section

8.0, Employee shall obtain advance approval of the Chief Executive Officer or his/her designee.

8.0 BONDS AND INDEMNIFICATION

8.1 Indemnification. To the extent mandated by the California Government Code, the City shall defend, hold harmless, and indemnify Employee against any tort, professional liability, claim or demand, or other legal action arising out of an alleged act or omission occurring in the performance of Employee’s services under this Agreement. This section shall not apply to any intentional tort or crime committed by Employee, to any action outside the course and scope of the services provided by Employee under this Agreement, or any other intentional or malicious conduct or gross negligence of Employee.

8.2 Bonds. City shall bear the full cost of any fidelity or other bonds, which may be required in the performance of Employee’s services under this Agreement.

9.0 GENERAL PROVISIONS

9.1 Entire Agreement. This Agreement represents the entire agreement between the parties and supersedes any and all other agreements, either oral or in writing, between the parties with respect to Employee’s employment by the City and contains all of the covenants DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

7 and agreements between the parties with respect to such employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein, and that no other agreement, statement or promises not contained in this Agreement shall be valid or binding upon either party.

9.2 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing, which amendment shall require City Council approval, except where Chief Executive Officer approval is expressly authorized herein.

9.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be personally served or shall be sufficiently given when served upon the other party as sent by United States Postal Service, postage prepaid and addressed as follows:

To City: To Employee:

Chief Executive Officer (CEO) Albert Trinh
City of Baldwin Park [On file with Human Resources Division.] 14403 E. Pacific Avenue
Baldwin Park, California 91706

Notices shall be deemed given as of the date of personal service or upon the date of deposit in the course of transmission with the United States Postal Service.

9.4 Conflicts Prohibited. During the term of this Agreement, Employee shall not engage in any business or transaction or maintain a financial interest which conflicts, or reasonably might be expected to conflict, with the proper discharge of Employee’s duties under this Agreement. Employee shall comply with all requirements of law, including but not limited to, Sections 87100 et seq., Section 1090 and Section 1125 of the Government Code, and all other similar statutory and administrative rules.

9.5 Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times.

9.6 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, which are in full force and effect as of the date of execution and delivery by each party hereto.

9.8 AB 1344. Assembly Bill 1344, which was subsequently enacted as Government Code §§ 53243 - 53243.4, sought to provide greater transparency in local government DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

8 and institute certain limitations on compensation paid to local government executives. These statutes also require that contracts between local agencies and its employees include provisions requiring an employee who is convicted of a crime involving an abuse of her office or position to provide reimbursement to the local agency for the following forms of payment: (i) paid leave salary; (ii) criminal defense costs; (iii) cash settlement payments; and (iv) any non-contractual settlement payments. Accordingly, the Parties agree that it is their mutual intent to fully comply with these Government Code sections and all other applicable law as it exists as of the date of execution of this Agreement and as such laws may be amended from time to time thereafter.

Specifically, the following Government Code sections are called out and hereby incorporated by this Agreement:
§53243. Reimbursement of paid leave salary required upon conviction of crime involving office or position.
§53243.1. Reimbursement of legal criminal defense upon conviction of crime involving office or position.
§53243.2. Reimbursement of cash settlement upon conviction of crime involving office or position.
§53243.3. Reimbursement of noncontractual payments upon conviction or crime involving office or position.
§53243.4. “Abuse of office or position” defined.

Employee represents that Employee has reviewed, is familiar with, and agrees to comply fully with each of these provisions if any of these provisions are applicable to Employee, including that Employee agrees that any cash settlement or severance related to the termination that Employee may receive from the City shall be fully reimbursed to the local agency if Employee is convicted of a crime involving an abuse of her or her office or position. The Government Code provisions referenced in this section are attached hereto in Exhibit “B”.

9.9 Independent Legal Advice. The City and Employee represent and warrant to each other that each has received legal advice from independent and separate legal counsel with respect to the legal effect of this Agreement, or had the opportunity to do so, and the City and Employee further represent and warrant that each has carefully reviewed this entire Agreement and that each and every term thereof is understood and that the terms of this Agreement are contractual and not a mere recital. This Agreement shall not be construed against the party or its representatives who drafted it or who drafted any portion thereof. [Signatures on following page]
DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

9 IN WITNESS WHEREOF, the City of Baldwin Park has caused this Agreement to be signed and executed on its behalf by its Chief Executive Officer, and duly attested by its officers thereunto duly authorized, and Employee has signed and executed this Agreement, all in triplicate.

CITY OF BALDWIN PARK

_____________________________________
Emmanuel J. Estrada
Mayor

___________________
Date

EMPLOYEE

____________________________________
Albert Trinh

____________________
Date

ATTEST

_____________________________________
Christopher Saenz, City Clerk

______________________
Date

APPROVED AS TO FORM

_____________________________________
Marco Martinez, City Attorney

_______________________
Date

DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF 9/12/2023

10 EXHIBIT A

[Accounting Manager Job Description on following page]
DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

City of Baldwin Park

ACCOUNTING MANAGER
Class Specification
October, 2019

DEFINITION

The City of Baldwin Park is seeking a “hands on” accounting professional to manage all of the day -to-day financial activities and accounting functions of the Finance Department which includes: General Ledger, Accounts Payable, Payroll, Accounts Receivable, as well as Budget analysis preparation, and various audits

SUPERVISION RECEIVED AND EXCERCISED

Currently, this position is to directly report to the Director of Finance and the responsibilities of the position include assisting the Finance Director with the accounting and financial affairs of the organization. This key full -time management position requires significant expertise in administrative, accounting, and supervisory functions.

This position will lead, direct, and super vise the Finance Department staff and will oversee procedural improvement programs; City bond sales; cash management and investment programs; develop reporting systems; and conduct research.

EXAMPLES OF ESSENTIAL FUNCTIONS:

Under general direction, duties of the Accounting Manager may include, but are not limited to, the following:
• Analyzes fiscal transactions to assure conformity and compliance with generally accepted governmental accounting procedures and practices as well as City codes and ordinances • Collects, analyzes, interprets and documents fiscal and operating data • Prepares financial statements and reports; audits financial reports; assists in budget preparation
• Analyzes and/or prepares a variety of complex financial reports, statements, and schedules; prepares, or oversees, the preparation of new-year, mid-year, year-end, and special reports, including the Comprehensive Annual Financial Report (CAFR) and Other Post-Employment Benefits (OPEB) Actuarial Valuation Report • Manages year-end closing and internal audits; prepares responses to inquiries from regulatory agencies; coordinates and prepares accounting reports and reconciliation for capital improvement projects
• Coordinates and updates financial transactions of the CDBG program • Coordinates and updates fixed assets program
DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF • Provides revenue/expenditure statements, investment schedules and rates for special assessment districts
• Monitors and prepares monthly reports on investment portfolios for the City, Successor Agency, and the Housing Authority; responds to inquiries on revenue bonds or general obligations
• Works with independent auditors on annual review of City/Commission financial records • And other duties as assigned.

QUALIFICATIONS

Knowledge of:

• Knowledge of municipal finance administration, accounting and auditing principles, and practices and investment theory as promulgated by the American Institute of Certified Public Accountants (AICPA), the Financial Accounting Standards Board (FASB), and Governmental Accounting Standards Board (GASB); investment fund/management and bond sales.
• Principles and practices of administration and organizational theory; working knowledge of laws relating to public finance; Knowledge of generally accepted Principles and practices of local government budgeting and investment planning. • Accounting and internal audit principles, methods and techniques; computer operations and financial software applications; principles of supervision. • Experience with Payroll, Microsoft Office and Outlook required. Public sector/government experience highly desired.

Ability to:

• Attention to detail, organization, problem solving, multi-tasking and strong interpersonal and leadership skills.

MINIMUM REQUIREMENTS

Experience and Training
Any combination equivalent to experience and training that would provide the required knowledge and abilities is qualifying. A typical way to obtain the required knowledge and abilities would be:

Education:

Bachelor’s Degree in Accounting, Finance, Business or Public Administration.

Master’s Degree is desirable

License or Certificate

CPA Certification is desirable
DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF Experience:

Five years of progressively responsible professional experience in finance and/or Accounting

Minimum of three years of supervisory experience in major financial functions or divisions, or in the management of audits of local government entities

DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

12 EXHIBIT B

GOVERNMENT CODE SECTION 53243-53243.4 and 53260(a)

53243. On or after January 1, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides paid leave salary offered by the local agency to the officer or employee pending an investigation shall require that any salary provided for that purpose be fully reimbursed if the officer or employee is convicted of a crime involving an abuse of his or her office or position.

53243.1. On or after January 1, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides funds for the legal criminal defense of an officer or employee shall require that any funds provided for that purpose be fully reimbursed to the local agency if the officer or employee is convicted of a crime involving an abuse of his or her office or position.

53243.2. On or after January 1, 2012, any contract of employment between an employee and a local agency employer shall include a provision which provides that, regardless of the term of the contract, if the contract is terminated, any cash settlement related to the termination that an employee may receive from the local agency shall be fully reimbursed to the local agency if the employee is convicted of a crime involving an abuse of his or her office or position.

53243.3. On or after January 1, 2012, if a local agency provides, in the absence of a contractual obligation, for any of the payments described in this article, then the employee or officer receiving any payments provided for those purposes shall fully reimburse the local agency that provided those payments in the event that the employee or officer is convicted of a crime involving the abuse of his or her office or position.

53243.4. For purposes of this article, "abuse of office or position" means either of the following:
(a) An abuse of public authority, including, but not limited to, waste, fraud, and violation of the law under color of authority.
(b) A crime against public justice, including, but not limited to, a crime described in Title 5 (commencing with Section 67) or Title 7 (commencing with Section 92) of Part 1 of the Penal Code.

53260. (a) All contracts of employment between an employee and a local agency employer shall include a provision which provides that regardless of the term of the contract, if the contract is terminated, the maximum cash settlement that an employee may receive shall be an amount equal to the monthly salary of the employee multiplied by the number of months left on the unexpired term of the contract. However, if the unexpired term of the contract is greater than 18 months, the maximum cash settlement shall be an amount equal to the monthly salary of the employee multiplied by 18.

DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

13 EXHIBIT C

UNCLASSIFIED MANAGERS

BENEFITS MATRIX

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UNCLASSIFIED MANAGERS

BENEFITS MATRIX

ATTACHMENT B

COST OF LIVING ADJUSTMENTS

The following unadjusted base salary shall receive the following:

COLA
Effective July 1, 2021 - 2% COLA plus - $5,000 premium
Effective July 1, 2022 – 3% COLA
Effective July 1, 2023 - 3% COLA

INSURANCES/SUPPLEMENTAL WANE PAYMENTS

Benefits Plan
Effective the first full pay period commencing on or after July 1, 2017, the maximum amount of monies that are eligible for cash out shall be capped at $1,200 per month.

Effective the first full pay period commencing on or after July 1, 2017, the City's contribution to medical and dental premiums shall be increased to $1,400 per month.

The employee is required to maintain a minimum coverage for himself/herself in a plan of their choice unless the employee can show proof they have adequate health insurance coverage through another source. In instances where the employee's medical insurance premium is less than the City's monthly contribution, such employee will have an option to hav e the excess monies placed toward an existing benefit program. These options include:

1. Placement in a City provided health insurance plan for self, two (2) party or family coverage;

2. Placement in a City provided dental insurance plan for self, two (2) party or family coverage;

3. Placement spread over a combination of the options listed above;

4. Elect to receive any excess monies in cash, which will be considered as taxable income; or

5. Elect to place the excess cash monies in a City provided deferred compensation program.

Vision Plan
Effective the first full pay period commencing on or after July 1, 2017, the City will provide a vision plan to all affected employees, and will contribute up to a maximum premium cost of $37.55 per month. If the premium exceeds the a mount, then the employee shall be responsible to pay the difference in excess of$37.55.

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Life Insurance
The City will provide term life insurance in the face amount of $60,000 effective April 6, 2016.

The City will provide a supplemental life insurance program to enable employees t o purchase additional life insurance at the employee's cost and no contribution from the City.

Long-Term Disability and Short Term Disability
The City will provide each employee with long -term disability insurance coverage as set forth in the plan on file in the Human Resources Office. Effective June 1, 1993, affected employees will be eligible to receive benefits commencing on the 31st day of non -work related injury or illness, and employees will be eligible to receive a maxim um benefit of 66 2/3% of their current base salary up to a maximum of $5,000 per month.

RETIREMENT

Employees Hired Before January 1, 2013
The City contracts with the State of California Public Employees Retirement System (CalPERS) for the classifications contained in this agreement. The plan shall include the following options:

1. 2.7% @ 55 retirement formula (Government Code §21354.4);

2. Single highest year final compensation (Government Code §20042);

3. Military service credit as public service option (Government Code §21024);

4. 1959 Survivors Benefit Level I for which each employee contributes ninety -three cents ($.93) per pay period (Government Code §21571);

5. Pre-Retirement Death Benefits to continue after remarriage of survivor (Government Code §21551);

6. 2% Annual Cost of Living Allowance (Government Code §21329);

7. The City agrees to contract with CalPERS to include 1959 Survivors Benefit Level IV; and

8. $500 Retired Death Benefits.

In accordance with City Resolution 2015-094, effective October 25, 2015, employees will pay 100% of the employee’s membership contribution to the California Public Employees Retirement System (CalPERS). All such employee contributions shall be deposited in the member’s retirement account.

New CalPERS Members Hired On or After January 1, 2013
The City contracts with the State of California Public Employees Retirement System (CalPERS) for the classifications contained in this agreement. The plan shall include the following options:

1. 2% at 62 formula (Government Code §7522.20);

2. Three (3) year average final compensation period (Government Code §20037); DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF Executive & Unclassified Managers Benefit Matrix
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3. Pre-Retirement Death Benefits to continue after remarriage of survivor (Government Code §21551);

4. Military Service Credit as Public Service (Government Code §21024);

5. 1959 Survivors Benefit Level I for which each employee contributes ninety -three cent ($.93) per pay period (Government Code §21571);

6. 2% Annual Cost of Living Allowance (Government Code §21329);

7. Employees will pay 50% of the normal cost, currently 5.5% member co ntribution to CalPERS;

8. The City agrees to contract with CalPERS to include 1959 Survivors Benefit Level IV; and

9. $500 Retired Death Benefits

Retiree Health Benefit Plan for Employees Hired Before July 1, 2020:

For all employees hired prior to July 1, 2020, if upon retirement from the City, the employee enrolls in the City's CalPERS medical care plan, the City will pay the minimum employer contribution to CalPERS that is required by Government Code Section 22892(b). In addition, the City will cover the premium cost for retiree-only coverage in the retiree's chosen medical plan.

Effective the first full pay period following the date of MOU approval by City Council the Health reimbursement Account (HRA) will be terminated.

Retiree Health Benefit Plan for Employees Hired on or After July 1, 2020:

For all employees hired on or after July 1, 2020, if upon retirement from the City, the employee enrolls in the City's CalPERS medical care plan, the City will pay only the minimum employer contribution to CalPERS that is required by Government Code section 22892(b).

BILINGUAL PAY

Effective the first full pay period commencing on or after July 1, 2017, the City agrees to increase the bilingual pay amount from one hundred dollars ($100.00) to one hundred fifty dollars ($150.00) per month to a persona who is capable of speaking, reading, writing and/or interpreting the language of Spanish, Chinese, Japan ese, Vietnamese, Tagalog, and Signing. Qualifying test established by the City shall make determination of capability. Re -testing of individuals will be required to determine bilingual capability in the above stated languages. Only those individuals who score at the level of “Good” or better will be eligible for bilingual pay.

ELECTRONIC DEVICE MONTHLY ALLOWANCE

Effective the first full pay period commencing on or after July 1, 2017, the City will provide an Executive employee an amount of $100.00 per mon th to obtain and maintain access to personal electronic communication devices (smart phones, tablets, laptops, etc.) also used for City business.

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LONGEVITY PAY
Effective the first full pay period following the date of MOU approval by City Coun cil the City agrees to provide a monthly longevity premium to each eligible employee as follows:

Years of Service Monthly Premium
Five (5) – Nine (9) Years $50
Ten (10) – Fourteen (14) Years $100
Fifteen (15) – Nineteen (19) Years $150
Twenty (20) – Twenty-four (24) Years $200
Twenty-five (25) Years or more $250

Part-time longevity will be applied at fifty percent (50%). For example, one year of part-time work cannot count for more than one half year of longevity. Employees hired full-time after July 1, 2020 will not receive part-time credit for longevity. This section is effective upon ratification and shall not result in back pay or retro pay.

ATTENDANCE AND LEAVES

Sick Leave
The general policy for sick leave will be as set forth, for all full-time employees, in Section

11.4 of the Personnel Rules.

Sick leave will accrue at the rate of 3.6923 hours on a biweekly basis and shall be debited on an hourly basis.

Each eligible employee shall elect his/her maximum sick leave hours accrual. D ependent upon the total number of currently accrued sick leave hours, the maximum sick leave hours accrual may be set at 300 hours, 600 hours or 900 hours. If an eligible employee wishes to elect a maximum sick leave accrual level that is at a higher level than their closest currently accrued sick leave hours, they may do so. The maximum accrual elected by the eligible employee will be irrevocable. Once the election is made by the employee, such excess hours will be removed from the employee's sick leave hours accrual, calculated at their then straight time hourly rate and placed into a sick leave hours bank to be paid at 75% of the total value, with the timing and method of pay ment to be determined by the City.

When an employee's service with the City is terminated for any reason, no compensation shall be paid for the unused sick leave.

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Annual Sick Leave Incentive
Sick leave shall accrue on hourly basis of eight (8) hours per month and shall be debited on an hourly usage basis. Each January 1, eligible employees will commence to accrue sick leave hours above their prior elected sick leave hours bank (300, 600 or 900). At the close of the calendar year, each eligible employee will receive 75% of the unused portion of sick leave hours as compensation, calculated at their then straight time hourly rate. Payment will be made at the next closest pay period.

Bereavement Leave
Each classification represented by the Association shall receive the equivalent of their workweek per incident, as needed, for a death i n their immediate family. Immediate family shall mean and include only the employee's spouse, children, stepchildren, foster children, grandchildren, parents, grandparents, brothers, sisters, State Registered Domestic Partner and spouse's Parents and spous e's grandparents. Said time will not be cumulative from one twelve month period to another nor will pay in lieu of unused leave for bereavement is provided.

Vacation
Employees will be entitled to utilize accrued vacation leave after completion of six (6) months continuous employment with the City. Employees may be eligible to utilize accrued vacation leave at an earlier time, upon written request to and approval of their department head.

The times during which an employee may take his/her vacation leave shall be determined by the department head with due regard for the wishes of the employee and for the needs of the service.

Employees shall, each calendar year, be required to take a minimum of forty (40) consecutive hours vacation leave. In addition, an employee may, with approval of the appointing authority, use vacation leave in lesser increments during the calendar year.

Employees may accumulate up to a maximum of two (2) vacation periods in any one calendar year for the purpose of a vacation leave. A vacation period is defined as the maximum amount of vacation leave accrued by an employee in any calendar year, in accordance with Subsections (a), (b), (c), (d) and (e), as stated below.

a. Employees having less than five (5) years of employment (vacation accrual = 96 hours per year) the maximum amount of vacation that may be accumulated shall be 192 hours.

b. Employees having more than five (5) years of service but less than ten (10) years of employment (vacation accrual = 120 hours per year), the maximum amount of vacation that may be accumulated shall be 240 hours.

c. Employees having more than ten (10) years but less than fifteen (15) years of employment (vacation accrual = 144 hours per year), the maximum amount of vacation that may be accumulated shall be 288 hours.

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d. Employees having more than fifteen (15) years but less than twenty (20) years of employment (vacation accrual = 168 hours per year), the maximum amount of vacation that may be accumulated shall be 336 hours.

e. Employees having over twenty (20) years of employment (vacation accrual — 192 hours per year). The maximum amount of vacation that may be accumulated shall be 384 hours.

If the employee, because of business necessity, is not able to utilize excess accrued vacation hours, upon written request to and approval of the Department Head, an employee will be given an extension in order to take his/her vacation. In cases where the employee forfeits vacation leave time at the request of the City, upon approval of the Chief Executive Officer or designated representative(s), said employee shall be compensated for forfeited vacation leave time at the employee's current rate of pay. It is the employee's responsibility to schedule vacation time well in advance to avoid forfeiting his/her vacation or to avoid any conflicts.

Business necessity is defined as an urgent operational need requiring the employee’s presence, as determined by the Department Head, Human Resources Manager and City Manager.

Human Resources will send out an email reminder on a semi-annual basis reminding employees to routinely check their vacation balances online to determine if they are at a use or lose status.

In the event a legal holiday falls during a vacation leave, such holiday shall not be charged as vacation leave, and the vacation leave shall be extended or accredited accordingly.

Employees who separate from the service of the City shall be eligible to receive compensation for all unused, accrued vacation leave.

Administrative Leave
Effective the first pay period incl uding July 1, 2017, each employee shall receive a maximum of eighty (80) hours of administrative leave with pay each fiscal year. The use of such leave shall be at the reasonable discretion of the employee.

Unused time at the end of each fiscal year, June 30, will be paid during the following month of July with said time being calculated at their then straight time hourly rate.

Holidays
For employees working a 4/10 plan, the following days shall be observed as holidays:

January 1st, the third Monday in February; the last Monday in May; July 4th; the first Monday in September; November 11th; the fourth Thursday in November; December 24th; December 25th; and such other days as may be designated as holidays by motion of the City Council.

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If any of the foregoing holidays falls on a Friday and/or Saturday, the holiday will not be observed on the preceding Wednesday or Thursday. If any of the holidays fall on a Su nday, the Monday following is the holiday in lieu thereof.

Floating Holidays
Employees working a 4/10 plan will receive two (2) ten (10) hour days of floating leave, for a total of twenty (20) hours.

Holiday Bank
At the beginning of each calendar year, the City will determine how many of the set holidays fall on a Friday and/or Saturday. An employee will be credited with an equivalent number of hours of holiday time ("holiday bank"). Each affected employee will also be credited with the above floating holidays. The actual date for the use of such leave shall be subject to the approval of the Chief Executive Officer. This holiday bank leave can be used in hourly increments and combined with other leave. Employees may accumulate up to a maximum of one hundred (100) hours of holiday bank time.

If an employee, because of business necessity, is n ot able to utilize accrued holiday bank hours, upon written request to, and approval of the Chief Executive Officer, the employee will be paid for any excess hours over his/her maximum holiday bank hours accrual. Each January 1, such excess hours will be removed from the employee's holiday bank hours accrual, calculated at their then straight time hourly rate and placed in a holiday hours bank to be paid not later than June 30 of the same year.

If an employee separates employment from the City, and has used holiday bank time prior to the occurrence of the actual holiday, he/she will have his/her vacation bank, administrative leave and/or final paycheck reduced to reflect the excess holiday bank time used.

If an employee separates employment from the City, and has not used any eligible accrued holiday bank time, he/she will be paid for such eligible holiday bank time at his/her straight time rate.

DEFERRED COMPENSATION

Effective the first full pay period commencing on or after January 12, 2020, the C ity will contribute $150.00 per month to each employee into a City sponsored defined contribution retirement plan.

DocuSign Envelope ID: 948BED65-6942-42B4-A896-43B9DA3B82CF

STAFF REPORT
SA. ITEM NO. _____1_____

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Baldwin Park City CouncilSeptember 20, 2023

Baldwin Park City Council
September 20, 2023