Bell City Council
June 22, 2022

Agenda
Regular Meeting of the
B
ell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/ Bell Public Finance Authority Wednesday, June 22, 2022
5:
30 P.M. CLOSED SESSION
7:00 P.M. OPEN SESSION
BEL

L COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201
Alicia Romero
Mayor
A
na Maria Quintana Monica Arroyo
Vice-Mayor Council Member
F
idencio J. Gallardo
Ali Saleh
Council Member Council Member

Welcome to the City Council Meeting
The Bell City Council and staff welcome you. This is your City Government.

Individual participation is a basic part of American Democracy and all Bell residents are encouraged to attend meetings of the City Council. Regular City Council meetings are held the second and fourth Wednesday of the m onth at 7:00 p.m., Bell Co mmunity Center , 6 250 Pine Avenue. For more information, you may call City Hall during regular business hours 8:00 a.m. to 4:00 p.m., Monday through Friday at (323) 588-6211 Extension 2615.

City Council Organization
T
here are five City Council members, one of whom serves as Mayor and is the presiding officer of the City Council. These are your elected representatives who act as a Board of Directors for the City of Bell. City Council members are like you, concerned residents of the community who provide guidance in the operation of your City.

Addressing the City Council
I
f you wish to speak to the City Council on any item which is listed or not listed on the City Council Agenda, please complete a Request to Speak Card available in the back of the City Council Chambers. Please submit the completed card to the City Clerk p rior to the meeting. The Mayor will call you to the microphone at the appropriate time if you have filled out a Request to Speak Card. At that time, approach the podium and please clearly state your name and address, and proceed to make your comments.

Compliance with Americans with Disabilities Act
T
he City of Bell, in complying with the Americans with Disabilities Act (ADA), request individuals who require special accommodation(s) to access, attend, and or participate in a City meeting due to disability. Please contact the City Clerk’s Office, (323) 588 -6211, Ext. 2615 , at least one business day prior to the scheduled meeting to ensure that we may assist you.

Statement Regarding Compensation for Members of the Bell City Council Compensation for the members of the Bell City Council is $673 a month. In accordance with Government Code Section 54952.3, Councilmembers will not receive any additional compensation or stipend for the convening of the following regular meetings: Successor Agency to the Bell Community Redevelopment Agency, the Bell Community Housing Authority, the Bell Public Finance Authority, the Bell Surplus Property Authority, and the Bell Solid Waste Authority.

Meeting of the
Bell City Council and Related Agencies
June 22, 2022

REGULAR JOINT MEETING OF THE

Bell City Council/Bell Community Housing Authority/Successor Agency to the Bell Community Redevelopment Agency/Bell Public Finance Authority

June 22, 2022

5:30 P.M. Closed Session
7:00 P.M. Regular Meeting

Location: Bell Community Center, 6250 Pine Avenue, Bell CA 90201

Call to Order

Roll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Arroyo, Gallardo, Saleh, Quintana and Romero

Communications from the Public on Closed Session Items

This is the time for members of the public to address the City Council and related Authorities and Agencies only on items that are listed under Closed Session.

Closed Session

The City Council and the related Authorities and Agencies will recess to closed session to confer with legal counsel regarding the following matters:

a) Potential Initiation of litigation pursuant Government Code Section 54956.9(d)(4): One Case

b) CONFERENCE WITH LABOR NEGOTIATORS- Government Code Section 54957.6, Agency designated representatives: City Manager Michael L. Antwine, Sergio Ibarra (Human Resources & Risk Manager), and Colin Tanner (Contract Deputy City Attorney) Employee Organization: Bell Police Officers Association (BPOA)

c) CONFERENCE WITH LABOR NEGOTIATORS- Government Code Section 54957.6, Agency designated representatives: City Manager Michael L. Antwine, Sergio Ibarra (Human Resources & Risk Manager), and Colin Tanner (Contract Deputy City Attorney) Employee Organization: Bell Police Officers Association (BCEA)

MEETING WILL BE HELD IN-PERSON AT THE BELL COMMUNITY CENTER

PUBLIC COMMENT: If you wish to make a comment on items listed on the agenda, you may attend the meeting in -person at Bell Community Center. Please complete a Request to Speak Card available in the location and wait until the mayor call s you to approach the podium. Please clearly state your name and address and proceed to make your comments .

You may also submit input electronically through a temporary public comment email established for City of Bell City Council meetings at [email protected]. Your written comment must be submitted by 4pm on Wednesday, June 22, 2022. Any emails received after the time indicated will not be included in the record. Written Comments will be subject to the three minute time limitation (approximately 350 words).

The meeting will be recorded and live streamed on the City’s website at http://www.cityofbell.org/?NavID=101

Meeting of the
Bell City Council and Related Agencies
June 22, 2022
d) CONFERENCE WITH LABOR NEGOTIATORS- Government Code Section 54957.6, Agency designated representatives: City Manager Michael L. Antwine, Sergio Ibarra (Human Resources & Risk Manager), Colin Tanner (Contract Deputy City Attorney) Employee Organization: All Unpresented Employees and at-will Management Group

Reconvene Regular City Council Meeting

Roll Call of the City Council in their capacities as Councilmembers/Members of all Related Agencies: Arroyo, Gallardo, Saleh, Quintana and Romero

Pledge of Allegiance

City Attorney Report

The City Attorney will report out on any action(s) to be taken by the City Council/Agencies on Closed Session matters.

Presentations and Recognitions

Proclamation declaring July 2022 as Park and Recreation Month

Communications from the Public

This is the time members of the public may address the City Council and related Authorities and Agencies on items that are on the agenda and on non- agenda items that are under the subject matter jurisdiction of City Council and/or its related authorities and agencies. (Each speaker is limited to three minutes)

Mayor and City Council Communications

Pursuant to Assembly Bill 1234, this is the time and place to provide a brief report on meetings, seminars and conferences attended by the Mayor and City Councilmembers.

City Manager Report

In this portion of the agenda, the City Manager will provide a brief report on items of interest to the City Council and/or the community.

Public Hearing(s)

The following item has been posted as a Public Hearing as required by law. The Mayor will open t he Public Hearing(s) to receive public testimony only on the item(s) listed under this section.

1. Resolution No. 2022-41 Approving the Engineer’s Report, Confirming the Assessments and Ordering the Levying of Assessments with No Increase for the Landscape and Lighting District for Fiscal Year 2022/2023. (City Council)

Recommendation: It is recommended that the City Council:

1. Conduct a Public Hearing regarding the FY 2022/2023 Landscape and Lighting Engineer’s Report; and

Meeting of the
Bell City Council and Related Agencies
June 22, 2022

2. Read by title only, waive further reading and adopt Resolution No. 2022-41 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,
APPROVING THE ENGINEER’S REPORT, CONFIRMING THE

DIAGRAM AND ASSESSMENT, AND ORDERING THE LEVYING OF

ASSESSMENTS WITHIN THE CITY OF BELL LANDS CAPING AND
LIGHTING DISTRICT FOR THE FISCAL YEAR 2022/2023

2. Resolution No. 2022-42 Approving the Engineer’s Report, Confirming the Assessments and Ordering the Levying of Assessments at No Increase for the Sanitary Sewer District for Fiscal Year 2022/2023. (City Council)

Recommendation: It is recommended that the City Council:

1. Conduct a Public Hearing regarding the FY 2022/2023 Sanitary Sewer Engineer’s Report; and

2. Read by title only, waive further reading and adopt Resolution No. 2022-42 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL,
COUNTY OF LOS ANGELES APPROVING THE ENGINEER’S

REPORT, CONFIRMING THE DIAGRAM AND ASSESSMENT AND

ORDERING THE LEVYING OF ASSESSMENTS WITHIN THE CITY OF

BELL SANITARY SEWER DISTRICT FOR THE FIS CAL YEAR
2022/2023

Business Session

3. Continued item from the June 8, 2022, City Council meeting – Fiscal Year 2022 -2023 Proposed Budget. (Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2022-45 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL ADOPTING THE CITY BUDGET FOR THE FISCAL YEAR
COMMENCING JULY 1, 2022 AND ENDING JUNE 30, 2023

4. Consideration of Youth Commissioner Appointments to the Community Services Commission. (City Council)

Recommendation: It is recommended that:

1. Mayor and Vice Mayor review the applications and select the student commissioners; and

2. Read by title only, waive further reading and adopt Resolution 2022-44 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL APPROVING THE STUDENT APPOINTMENTS TO THE

COMMUNITY SERVICES COMMISSION

Meeting of the
Bell City Council and Related Agencies
June 22, 2022

5. Consideration to Approve a New Agreement with Hinderliter, de Llamas & Associates (HdL) for Sales, Use and Transactions Audit Information Services. (City Council)

Recommendation: It is recommended that the City Council approve a New Agreement for three (3) years, with two (2) one -year extensions with Hinderliter, de Llamas & Associates (HdL) for Sales, Use and Transactions Audit Information Services.

6. Consideration to Approve Amendment No. 2 with Tunnelworks Services, Inc. for Citywide Sewer Maintenance Services. (City Council)

Recommendation: It is recommended that the City Council approve Amendment No. 2 with Tunnelworks Services, Inc. to increase the total maximum compensation from $193,977.30 to $241,440.80 and extend the term of the agreement by one additional year from July 25, 2022, to July 24, 2023.

7. Resolution No. 2022-43 – Adopting a List of Projects for FY 22/23 for the Use of Funds from the Road Repair and Accountability Act of 2017 (SB-1). (City Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2022-43 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR
2022-2023 FUNDED BY SB- 1: THE ROAD REPAIR AND
ACCOUNTABILITY ACT OF 2017 (SB 1)

8. Professional Services Agreement with the Gateway Cities Council of Governments (Gateway COG) for Implementation of Gateway Cities Innovation Plan for a Multi City Homeless Liaison. (City Council)

Recommendation: It is recommended that the City Council approve the Professional Services Agreement with the Gateway COG to continue funding for a multi -city Homeless Liaison through June 30, 2023.

9. Professional Services Agreement with the Gateway Cities Council of Governments (Gateway COG) for Implementation of Gateway Cities Innovation Plan for LCA1 Cities Shelter Bed Pilot Program. (City Council)

Recommendation: It is recommended that the City Council approve the Professional Services Agreement with the Gateway COG to provide financial support to the LCA1 Cities Shelter Bed Pilot Program.

10. Social Services Collaborator Agreement for Shelter Beds with The Salvation Army . (City Council)

Recommendation: It is recommended that the City Council Approve the Social Services Collaborator Agreement with the Salvation Army.

11. Reimbursement Agreement for Shelter Beds within the Salvation Army Bell Shelter. (City Council)

Recommendation: It is recommended that the City Council Approve the Reimbursement

Meeting of the
Bell City Council and Related Agencies
June 22, 2022
Agreement for Shelter Beds within the Salvation Army Bell Shelter.

Consent Calendar

The following Consent Calendar items are expected to be routine and non- controversial. They are acted upon by the City Council and related authorities at one time without discussion. The reading of the full text of ordinances and resolutions will be waived unless a Councilmember requests otherwise.

Recommendation: Approve agenda items 12 through 14.

12. Received and File the City of Bell and Bell Successor Agency Investment Reports as May 2022.

13. Receive and File the Donation Report for the month of May 2022.

14. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants dated June 22, 2022. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

Pending Items – None

(July 13, 2022 Meeting Cancelled)
Next Regular Meeting, Wednesday, July 27, 2022

I, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted on June 17, 2022 at least seventy-two (72) hours prior to the meeting as required by law.

________________________________
Angela Bustamante, City Clerk

REGULAR MEETING OF THE

BELL CITY COUNCIL AND RELATED AGENCIES

June 22, 2022

5:30 P.M. Closed Session
7:00 P.M. Regular Session

INDEX

Agenda Category Item Number Page Numbers

CLOSED SESSION a - d

AGENDA & INDEX 1-8

PUBLIC HEARING(s) 1 9-25
2 26-38

BUSINESS SESSION 3 39
4 40-44
5 45-102
6 103-159
7 160-165
8 166-207
9 208-270
10 271-312
11 313-445
CONSENT CALENDAR 12 446-531
13 532-533
14 534-617

AGENDA ITEM NO. 3

(UNDER SEPARATE COVER)

3. Continued item from the June 8, 2022, City Council meeting – Fiscal Year 2022 -2023 Proposed Budget. (Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2022-45 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

ADOPTING THE CITY BUDGET FOR THE FISCAL YEAR
COMMENCING JULY 1, 2022 AND ENDING JUNE 30, 2023

01135.0001/778676.3

CONTRACT SERV

ICES AGREEMENT
By and Between

CITY OF BELL
and

HINDERLITER, DE LLAMAS AND ASSOCIATES

01135.0001/778676.3

AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF BELL AND

HINDERLIT

ER, DE LLAMAS AND ASSOCIATES
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 8th day of June, 2022 by and between the City of Bell, a California municipal corporation (“City”) and Hinderliter, de Llamas and Associates , a California corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and here
inafter collectively referred to as the “Parties.”

RECITALS
A. In 2017 City sought sales tax consulting, analysis, re porting, auditing, recovery, and databa
se services from Consultant, which was a sole source provider.

B. Now, the City wishes to procure sales and use tax audit services, sales and use tax management services, and other optional service s.

C. Pursuant to the City of Bell Municipal Code 3.12.080(B)(1), City ha s authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby
acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For

01135.0001/778676.3 2
purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Scope of Services shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consul tant’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be

01135.0001/778676.3 3
responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed N/A (See Exhibit “C”) , unless additional compensation is approved pursuant to Section 1.8.

01135.0001/778676.3 4

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; ( iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed n ecessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub- contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

01135.0001/778676.3 5
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may, in its sole discretion, extend the Term for two (2) additional one- year terms.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

01135.0001/778676.3 6
Robin Sturvidant Principal
(Name) (Title)

Howard Longballa Principal
(Name) (Title)

Bret Plumlee Principal
(Name) (Title)

It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement.

Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Manuel Acosta. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean

01135.0001/778676.3 7
the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that

01135.0001/778676.3 8
has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non- owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination

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of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non- contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. (i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

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(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless fr om, any and all actions, either judicial,

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administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or cond ition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as

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shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally a ccepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and a ccess shall be pr ovided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein.

All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed

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after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant’s acts or omissions in performing or failing to perform Consultant’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any pr ovision of this Agreement.

Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

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7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party ent itled to attorney’s fees shall be entitled to all other

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reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant’s performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their r ace, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq. , as amended, and in connection

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therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, California 90201 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid

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judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Consultant warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a charter city
Alicia Romero, Mayor
ATTEST:

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
David J. Aleshire, City Attorney
CONSULTANT:

HINDERLITER, DE LLAMAS &
ASSOCIATES, a California Corporation
By:

Name: Andrew Nickerson
Title: President
By:

Name: Richard Park
Title: Chief Financial Officer
Address: 120 S State College Blvd.,
Suite 200, Brea, CA 92821
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.

01135.0001/778676.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2022 before me, ________________, personally appeared ___________ _____, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01135.0001/778676.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2022 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
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CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
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TITLE OR TYPE OF DOCUMENT
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01135.0001/778676.3 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following tasks (“Services”):

1. Sales and Use Tax Audit Services.

A. Using confidential taxpayer records as authorized by Revenue and Taxation Code Section 7056, Consultant shall identify and correct errors that result in underpayments of tax to the City. Consultant shall employ a series of analyses, comparisons with other data sources and physical field canvassing to find, document and submit for correction all taxpayer errors that result in lost City revenue or could result in lost revenue in the future.

B. When errors are identified, Consultant staff shall promptly file claims for their correction following California Department of Tax and Fee Administration (“CDTFA”) procedures. Thereafter, Consultant shall work with CDTFA to ensure the prompt recovery of all escaped revenues. Documentation of errors shall be regularly provided to the City. In conducting these activities on behalf of the City, Consultant shall provide reports that accurately depict the City’s sales tax base, use tax collections and revenues. All reports, graphs, tables and revenue forecasts shall be designed to enhance the City’s capacity to plan for, expand and manage its sales and use tax revenues. Consultant shall also provide reports identifying and comparing the retail composition of various sub-geographic areas of the City.

C. Field Surveys: Consultant shall conduct field inventories of the City’s business and industrial areas to identify businesses located within the City that appear to be under-reporting revenues or are not on the CDTFA allocation rolls. Specially trained field auditors, using the latest in mapping, GPS and digital recording technology, shall document not only the existence of sales tax producing businesses but also any relevant factors such as size, presence of a large stock of goods, will-call windows and any specific references to sales activity. This process shall identify a wide range of registration errors including erroneous consolidation of multiple outlets, misreporting of point of sale from an erroneous location and delays in reporting new outlets.

D. Tax Area Code (TAC) Review: Consultant shall review every active account on the CDTFA’s allocation rolls reporting $50 or more in local tax to ensure proper TAC assignment. Government and private sector property tax mapping and GIS databases shall be used extensively in this process. Consultant shall perform a complete TAC review at least once every 3-6 months.

E. Deviation Assessment: Each quarter, Consultant shall apply proprietary queries and analyses to its statewide allocation database to identify all accounts for which there has been a substantial change in allocation pattern. Consultant’s database, comprises over 99.8% of all sales and use tax transactions in California and

01135.0001/778676.3 A-2
allows for the most comprehensive audits in the state. The review shall be applied to direct allocations to the county pools and allows for a much broader view and understanding of what has happened in any given quarter.

F. Accounts Payable Audit Reviews: Consultant shall review City purchasing activity to identify any large one-time transactions that may qualify for direct allocation of the 1% local use tax. Ideally the use tax direct payment permit should be issued at the time of purchase to avoid being charged tax by the vendor, however there may be opportunities for capture of local use tax on prior purchases as well. In either case, Consultant shall provide technical assistance as needed in preparing and filing quarterly sales tax returns under the City’s existing seller’s permit number.

G. Use Tax Errors and Opportunities: Consultant shall analyze the use tax allocation pools of the 58 counties and the state each quarter to identify instances where a taxpayer may have misidentified a transaction as use tax rather than sales tax.

Further specialized reviews and techniques shall be employed to identify direct allocation opportunities of local use tax. (CDTFA Regulation 1802(d) allows for direct allocation of local use tax on qualifying individual sales or purchases over $500,000. Out-of-state and foreign-based companies often have large transactions that meet the criteria for direct allocation under this section. Under Regulation 1699.6, businesses and organizations (including local government agencies) with aggregate purchases subject to use tax of least $500,000 per year can apply for a Use Tax Direct Payment Permit, allowing for direct allocation of the corresponding local share. Finally, under a resolution adopted in December 1994, a construction contractor who enters into a contract equal to or greater than $5,000,000 may elect to obtain a sub-permit for the jobsite resulting in a direct allocation of local use tax to the jurisdiction where the jobsite is located.).

H. Regulation 1699 Evaluations: Consultant shall use proprietary methods for finding companies that should be taking out permits so that those revenues are allocated to the City. (CDTFA Regulation 1699 controls when and where a permit should be issued to a given business location. Wholesalers, contractors, processors, manufacturers, and other non-retail businesses that do not normally sell merchandise often conduct occas ional sales, self-accrue use tax or are levied deficiency assessments by the state.).

I. Development of Correction Data: Preliminary lead lists developed through the audit programs shall be further refined using a variety of programs and databases to reduce the need for taxpayer contact. Companies remaining in the audit database shall then be contacted by a specialized audit team whose members are specifically selected and trained to interview tax preparers and marketing, warehouse and management staff. Taxpayer interviews shall be conducted in a business friendly, non-intrusive manner that emphasizes cooperation and protection of confidentiality.

01135.0001/778676.3 A-3
J. Documentation: Telephone contacts shall be accompanied by a written follow-up questionnaire concerning business activities, a specific one-time transaction or a written confirmation of our findings, as found appropriate by the consultant. This documentation shall always be filed with the petition to minimize CDTFA processing time.

K. City Review: Consultant shall provide the City with a quarterly report of all revenue recovery work in progress. This report shall include an electronic Work Authorization which, once approved, shall include active links to copies of all inquiries filed with the CDTFA on the City’s behalf. This information shall be archived and made accessible to authorized users at any time through Consultant’s client portal. Consultant shall also keep the City apprised of any additional oral or written communication with the CDTFA on any matter directly impacting the City. These reports, along with a detailed quarterly invoice listing all relevant information about the taxpayer and the amount of revenue recovered, shall keep the City well-informed of all ongoing audit activity.

L. Preparation and Submittal of Corrections: Petitions shall be prepared (CDTFA Form 549-S or 549-L) that notify the CDTFA the existence and nature of the misallocation. All relevant and available supporting documentation shall be attached, including any information from taxpayer file reviews or any other sources that provide evidence of an earlier date of knowledge regarding the error.

Copies of all transmittal forms and correspondence with the CDTFA and taxpayers shall be sent to City staff.

M. Continuous Follow-up: Consultant shall employ a full-time case manager whose responsibility shall be to monitor and follow-up on case inventory. An aging report shall be updated and reviewed monthly and the appropriate follow-up shall be initiated on cases that are taking an inordinate amount of time to correct. This follow-up shall emphasize partnership and cooperation with CDTFA Allocation Group staff. Consultant’s continuous efforts to check on the status of submittals shall be made to ensure that corrections are being pursued.

N. Appeals: Consultant cases shall be thoroughly researched, vetted and documented prior to submittal of appeal. Consultant shall ensure the fastest possible processing times and reduce the number of cases that are initially disclaimed and must be further researched and defended through a lengthy CDTFA appeals process.

2. Sales and Use Tax Management Services
O. Consultant Database, Reports and Training: Consultant shall provide City staff with unlimited access to its quarterly updated web-based sales tax system to facilitate “in-house” analysis and printing of reports. The system shall allow City staff to search, print and export their sales tax data for a variety of financial, management and planning functions. The system shall provide the ability to search all sales tax producers in the City by business name, address, CDTFA

01135.0001/778676.3 A-4
account number and current or historical sales tax allocations. The web application shall also provide access to the City’s archived quarterly sales tax reports. Data shall be easily queried and exported to either comma delimited or native Excel formats, allowing for convenient use with standard applications such as the Microsoft Office suite. The web application shall be accessible from all major operating systems, internet browser platforms, and device types (laptop, tablet, PC, mobile). The City’s archived quarterly sales tax reports shall also be accessed through the online sales tax application. Consultant’s geo-area feature shall support use of address ranges, which ensures the inclusion of all CDTFA registrations and allows City staff to create and modify Geo-areas without a separate GIS system. Consultant shall also support interfacing with the City’s GIS by including accurately geocoded latitude and longitude for each business. The database shall include historical allocation information and allow for quick export by City staff on demand.

P. City created shape files can be used to define Geo-areas. Training on use of the software and ongoing upgrades shall be provided at no additional charge.

Quarterly sales tax reports shall be provided on both a cash and adjusted basis.

Cash reports reconcile to CDTFA payments and are necessary for any revenue sharing agreements that the City might have in place. Adjusted reports shift payment aberrations (double-up payments, CDTFA audit adjustments, etc.) into the quarter where the sales occurred to accurately show the City’s true economic trends. The quarterly sales tax data shall be presented in reports for major sales tax producers by both rank and category, analysis of sales tax activity by category, business or areas specified by the City. Consultant’s quarterly sales tax reports include a listing of top sales tax producers and comparisons with both regional and statewide trends. Retailer information shall be provided in grouped form or in business-by-business detail.

Q. Consultant’s quarterly sales tax reports shall include a listing of top sales tax producers and comparisons with both regional and statewide trends. Retailer information shall be provided in grouped form or in business by business detail.

Quarterly information shall also include tables that track year-to-date receipts and show comparisons with past periods to measure progress toward achieving the City ’s annual budgeted revenue amount. Consultant staff shall also prepare sales and use tax projections for proposed development projects, responds to technical questions relating to CDTFA processes and regulations, and monitors revenue sharing agreements.

R. A non-confidential newsletter shall be included to support management’s efforts to inform and engage the public. Consultant staff shall also prepare sales and use tax projections for proposed development projects, respond to technical questions relating to CDTFA processes and regulations, and monitor revenue sharing agreements.

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S. Budget Projections and Monitoring: Initial and mid-year projections shall be made by factoring out payment aberrations that skew the base revenue and factoring in known changes such as new or closed businesses. Consultant shall also incorporate information from over 90 economic sources as well as information gathered from City meetings to develop economic factors to apply to individual retail business segments; the results shall be combined into a single estimate of anticipated revenue. Consultant shall further enhance its projections by contacting builders of large-scale development projects to better time and estimate the value of potential use tax payments into its estimates. Three and five- year forecasts shall also be provided.

T. Use Tax Maximization: Consultant shall monitor major construction projects to make sure that any use tax generated is properly allocated to the City. When brought into a project early, Consultant shall assist the City with inserting provisions in conditional use permits and development agreements to guarantee that use tax maximization procedures are followed and monitors projects and subcontractors to make certain that sales tax is properly allocated back to the City.

Direct payment permits and purchasing corporations may be proposed where conditions offer mutual opportunities for the City to capture additional sales tax revenues and the participating company can increase control of sales and use tax liabilities.

U. Economic Development Benefits: To correct reporting and payment deficiencies, Consultant shall perform data validation and scrubbing techniques on an ongoing basis to correct any deficiencies in CDTFA’s published data, such as fixing business addresses and re-categorizing merchants to differentiate brick and mortar retailers from “business to business” suppliers and on-line retailers.

V. Consultant shall further create and group businesses into additional categories and classifications, not provided by the CDTFA, to better track new and emerging economic trends, such as breaking out of biotech/medical suppliers, online fulfillment centers, alternate energy and utility providers, wineries and marijuana dispensaries.

W. Consultant shall assist the City to analyze and identify retail voids and opportunities and shall annually publish a list of retailers seeking expansion in the City and/or nearby region.

X. Legislative Updates: Consultant shall prepare Legislative Updates for the City to keep the City informed of all proposals that may impact local revenues.

Consultant shall also provide Issue Updates which are similar in nature but deal with specific issues such as Sales Tax Participation Agreements, legal decisions or regulation changes. Each issue shall be presented in detail so that City staff is equipped to respond to questions on topics important to their community leaders.

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Y. Consultation: Quarterly, a principal of the Consultant shall analyze the City’s data in detail and meet with appropriate City officials to review trends, discuss and make recommendations regarding the budget implications of the year’s data.

Z. Consultant shall also serve as “on-call” staff to provide sales tax estimates for proposed projects, assist with budget projections and answer sales and use tax questions related to economic development, budgeting and related revenue collection. When requested by the City, Consultant principals shall also meet with committees of the City Council and other groups to explain sales tax regulations and their importance to the City ’s tax base.

AA. Consultant shall, when requested, conduct technical seminars for City personnel on California sales and use tax processes. To support in-house efforts to maximize use tax, the seminars shall cover the fundamentals of direct payment permits, purchasing corporations and maximizing “use tax” from construction projects.

3. Optional Services.

BB. Optional Services: Consultant may, with prior authorization from the Contract Officer, perform other optional Services, including without limitation, negotiating/review of tax sharing agreements, establishing purchasing corporations, and meeting with taxpayers to encourage self-assessment of use.

The Services covered by this Subdivision (3) shall not include any activities covered by Subsections (1) and (2) above. Consultant shall obtain the Contract Officer’s prior written authorization before Consultant performs any services for which it may charge a hourly fee. The City shall not be required to pay Consultant for any hourly services for which Consultant did not obtain the Contract Officer’s prior written authorization.

II. All work product is subject to review and accept ance by the City, and must be revised by the Consultant without additional charge to the City until found satisfactory and accepted by City.

III. Quarterly Meeting with City. Consultant shall attend, at a minimum, in-person or virtual meetings quarterly with the City’s Contract Officer to review the City’s sales and use tax revenues and program for management and collection of the same.

IV. Consultant will utilize the following personnel to accomplish the Services :

A. Robin Sturvidant
B. Howard Longballa
V. City Access to Consultant’s Database . The Contract Officer, or such other City staff expressly authorized by the Contract Officer, shall have access at all times to search and generate and print reports from Consultant’s database described above in Section I.A.i of

01135.0001/778676.3 A-7
this Exhibit A. Consultant shall provide the Contract Officer a username and login to the database and such technical assistance as needed to allow for access to all the information Consultant collects and generates pursuant to Section I of this Exhibit A.

The database shall only be used by the Contract Officer and such other City staff expressly authorized by the Contract Officer. The City shall not provide access to any third party without explicit written authorization by Consultant. City shall not sublet, duplicate, modify, decompile, reverse engineer, disassemble, or attempt to derive the source code of said database. The database use granted hereunder shall not imply ownership by City of said software, or any right of City to sell said software or the use of same, or any right to use said software for the benefit of others. This software use authorization is not transferable. Upon termination or expiration of this Agreement, the software use authorization shall expire, and all City staff website logins shall be de- activated.

VI. California Revenue and Taxation Code Section 7056. Section 7056 of the California Revenue and Taxation Code specifically limits the disclosure and use of taxpayer information contained in BOE records pertaining to the ascertainment of sales or transactions and use taxes. Section 7056 specifies the conditions under which a City may authorize persons other than City officers and employees to examine such information.

In recognition of Section 7056, as such section may be amended from time to time, the following conditions are hereby incorporated into this Agreement:

A. City shall adopt a resolution which meets the requirements of Section 7056, subdivision (b)(1) of the California Revenue and Taxation Code. Said resolution authorizes Consultant to examine all of the sales or transactions and use tax records of the BOE pertaining to the ascertainment of those sales or transactions and use taxes to be collected for the City by the BOE pursuant to contract under the Bradley-Burns Uniform Local Sales and Use Tax Law (Rev. & Tax. Code § 7200, et seq.) or the Transactions and Use Tax Law (Rev. & Tax. Code § 7251).

B. Consultant is required to disclose information contained in, or derived from, those sales or transactions and use tax records only to the Contract Officer, who is authorized by resolution to examine the information.

C. Consultant is prohibited from performing consulting services for a retailer, as defined in California Revenue and Taxation Code section 6015, during the term of this Agreement.

D. Consultant is prohibited from retaining the information contained in, or derived from, those sales or transactions and use tax records of the BOE after this Agreement has expired. Consultant shall use the information it obtains by examination of BOE records only for purposes related to collection of local sales or transactions and use taxes by the BOE pursuant to this Agreement, or for purposes related to other governmental functions of the City as set forth in the resolution referenced above in this Subdivision A of this Section VII of Exhibit A.

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VII. City Materials and Support.

A. City shall maintain Consultant’s authorization per the resolution described above in Section VI. A of this Exhibit A until such time as all audit adjustments have been completed by the BOE and any audit fee owing to Consultant has been paid.

In the alternative, the City shall provide to Consultant copies of future allocation reports until such time as all audit adjustments have been completed by the BOE and any audit fee owing to Consultant has been paid.

B. City shall use its best efforts to provide to Consultant assistance or information to facilitate performance of the Services, such as readily available business license records and contact information for businesses within the City.

01135.0001/778676.3 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

ADD LANGUAGE RE STRIKE OUT AND ADDITIONS

Section 2.4, “Invoices,” is hereby amended and shall now read as follows:

Each month quarter Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month quarter in a form approved by City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

Section 6.3, “Ownership of Documents,” is hereby amended and shall now read as follows:

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein.

01135.0001/778676.3 B-2
All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

The City’s ownership of the “documents and materials” described above shall not apply to Consultant’s “propriety information,” which means for purposes of this Agreement all information or material that has or could have commercial value or other utility in Consultant’s business, including without limitation: Consultant’s (i) computer or data processing programs; (ii) data processing applications, routines, subroutines, techniques or systems; desktop or web- based software; (iii) business processes; (iv) marketing plans, analysis and strategies; and (v) materials and techniques used. Except as otherwise required by law, City shall hold in confidence and shall not use (except as expressly authorized by this Agreement) or disclose to any other party any proprietary information provided, learned of or obtained by City in connection with this Agreement. The obligations imposed by this paragraph shall survive any expiration or termination of this Agreement or otherwise. The terms of this paragraph shall not apply to any information that is public information. This paragraph also shall not alter or limit the confidentiality and nondisclosure requirements set forth above in Section 6.4 or Section VI of Exhibit A.

01135.0001/778676.3 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates, billed to the City quarterly in arrears commencing with the month following the date of this Agreement:

A. For the Services set forth in Subdivision (1), Tasks (A–N) of Section I of Exhibit A, “Sales and Use Tax Audit Services,” City shall pay Consultant an amount equal to fifteen percent (15%) of the increase in sales tax revenue from the previous quarter attributable to Consultant’s Services, subject to proof (“Audit Fee”). The Audit Fee shall be calculated from only those sales tax revenues received by the City: (i) in excess of the sales tax revenues received in the prior quarter; and (ii) as a result of and attributable to the Consultant’s Services. Consultant shall have the burden to prove and support, to the City’s satisfaction, the Audit Fee and how it is attributable to the Consultant’s Services.

The Audit Fee shall constitute the full reimbursement to Consultant and cover all direct and indirect costs incurred by the Consultant under the Agreement. This includes all salaries of our employees, travel expenses and service contracting costs as well as the software to be delivered to the City under the Agreement.

Invoices shall be submitted only for recoveries previously approved by the City.

Consultant shall not bill for audit revenues until the City has actually received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpayment of taxes generated during that cycle, Consultant shall credit back any proportionate share of the fee that may have been levied.

If a misallocation correction involves additional revenue from a company that had already been partially allocating revenues to the City, the City and Consultant shall agree in a Work Authorization, prior to billing, the methodology for identifying the incremental revenue attributable to Consultant’s work.

B. For the Services set forth above in Subdivision (2), Tasks (O–AA) of Section I of Exhibit A, “Sales and Use Tax Management Services,” City shall pay Consultant Four-Hundred ($400) Dollars per month. This monthly fee shall include the Quarterly Meetings and Technical Assistance set forth in Sections III and V of Exhibit A, irrespective of the number of hours incurred in the performance of said Services by Consultant. This monthly fee shall also include a non- confidential newsletter that can be shared with the City Council and the public.

C. For the Services set forth in Subdivision (3), Task (BB) of Section I of Exhibit A, “Optional Services,” City shall pay Consultant for the authorized hours of work at the following hourly rates:

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Principal $325/hour
Programmer $295/hour
Senior Analyst $245/hour
Analyst $195/hour
Associate $150/hour
Except that in no event shall the City be invoiced for Consulting and Other Optional Services totaling less than one (1) hour in any month.

Consultant may change the non-hourly Fees established above upon at least 30 days’ prior written notice to the City (but not more than once a year). Any such change must be with reference to the 12-month percent change in the most recently published annual Consumer Price Index for All Urban Consumers (CPI-U), West Region, as reported by the U.S. Bureau of Labor Statistics (the “CPI Change”), and be equal to the greater of two percent (2%) or the actual CPI Change and the lesser of ten percent (10%) or the actual CPI Change. For example, if the actual CPI Change is 1.5%, then the annual increase will be 2%, if the actual CPI Change is 3.5%, then the annual increase will be 3.5%, and if the actual CPI Change is 12%, then the annual increase will be 10%.

II. If a quarterly charge owed by the City under this Agreement exceeds $25,000, Contractor may, in its discretion, charge the City in installments over a one (1) year period (four (4) quarterly billings).

III. The City will compensate Consultant for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

E. When applicable, the name, address, and sales tax registration number of each company, and the specific amount of revenue allocated by the CDTFA to the City for those businesses.

G. Evidence as necessary to support the Audit Fee, if any.

01135.0001/778676.3 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services during the term of this Agreement which shall not exceed three (3) years from the date of this Agreement (“Term”).

II. The City may, in its sole and unfett ered discretion, extend the Term of this Agreement without change to the compensation formula up to two (2) times, each time for a period of one (1) year.

City of Bell

PROPOSAL FOR SALES AND USE TAX AUDIT AND MANAGEMENT SERVICES March 4, 2022

SUBMITTED BY
HdL Companies
120 S. State College Blvd., Ste 200
Brea, CA 92821
hdlcompanies.com

CONTACT
Andy Nickerson
T: 714.879.5000
E: [email protected]

Proposal for Sales and Use Tax Audit and Management Services for the City of Bell 2

I. LETTER OF TRANSMITTAL ................................ ................................ ................................ ................................ ............................... 03 II. QUALIFICATIONS ................................ ................................ ................................ ................................ ................................ ............... 04 III. KEY PERSONNEL ................................ ................................ ................................ ................................ ................................ ................ 06 IV. REFERENCES................................ ................................ ................................ ................................ ................................ ........................ 09 V. SCOPE OF SERVICES ................................ ................................ ................................ ................................ ................................ ......... 10 VI. FEES................................ ................................ ................................ ................................ ................................ ................................ ........ 16 VII. SAMPLE REPORT PACKAGE ................................ ................................ ................................ ................................ ............................ 18

TABLE OF CONTENTS

Proposal for Sales and Use Tax Audit and Management Services for the City of Bell 3

LETTER OF TRANSMITTAL
March 4, 2022

City of Bell
Javier Ochiqui, Contract and Facilities Manager
6330 Pine Ave.

Bell, CA 90201

Dear Mr. Ochiqui,

HdL Companies (HdL) is pleased to submit our proposal for Sales and Use Tax Audit and Management Services. With almost 40 years of experience, HdL provides revenue enhancement and consulting services to local governments. Our firm serves over 500 cities, counties and special districts across the nation and has recovered more than $3 billion in revenue. We use our expertise to analyze tax data to provide relevant insights to support your financial strategies. Our commitment to innovative solutions and quality customer service is valued by our clients, proven by our 99.6% client retention rate and the over 60 California municipalities who have switched to HdL from other service providers.

Our contact information is:

Andy Nickerson, President/CEO
HdL Companies
120 S. State College Blvd., Suite 200
Brea, CA 92821
Ph: 714.879.5000
Website: www.hdlcompanies.com
HdL offers the following advantages:
• Relevant, timely and ongoing staff support by a team with decades of direct experience in municipal finance and budgeting, economic development and maximization of revenues. • Technology-driven resources for data analysis and reporting capabilities, providing immediate and convenient access to the most up-to-date tax and fee information.
• Expertise, analysis, recaptured revenues, and precise budget forecasts to maximize your revenue streams. • Reliable continuity of service by a firm with stable employee ownership and a low staff turnover rate.

We look forward to reviewing the proposal with you in more detail and demonstrate how HdL can continue to enhance the City of Bell’s bottom line. Please call if you have questions or need additional information. I can be reached at 714.879.5000 or by email at [email protected].

Sincerely,

Andy Nickerson
President/CEO
HdL Companies
I

QUALIFICATIONS II
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell 4

A. Company History and Qualifications

Founded in 1983, HdL was established to maximize local government revenues by providing a variety of financial and compliance audits, analytical services and software solutions. HdL’s team of professionals are experts in revenue management, delivering high -quality customer service to over 500 agencies nationwide. Through deep industry knowledge, HdL has recovered over $3 billion in sales tax revenue.

HdL has grown from one employee to over 200 and is proud to be 100% employee- owned. HdL empowers each employee-owner to fulfill our mission by helping local government agencies increase revenues, gain actionable insights, maintain regulatory compliance and operate more efficiently. This approach has led to steady long -term growth and financial stability, making HdL an ideal partner.

FOUNDED
1983

HdL maintains the largest privately held sales, property and business tax databases in California. The firm constantly improves and enhances the California Department of Tax and Fee Administration (CDTFA) raw registration data by correcting addresses and business names, differentiating brick and mortar retailers from business to business and online taxpayers and adding new business classifications to better identify emerging trends and economic opportunities. This highly enhanced database includes 33 years of Bell’s sales tax history and serves as the base for identifying emerging economic trends and developing budget projections that take those trends into account.

The database also includes constantly updated registration data for every seller in California, allocation data for 520 of the state’s 538 agencies and 239 transactions tax districts, business license data for 668,000 businesses, property tax data for every jurisdiction in the 38 largest counties, a constantly updated automated telephone directory for all of California and thousands of business contacts developed through three decades of audit and business development activity.

HdL monitors an annual sales tax base of over $5.0 billion encompassing incredibly complex industrial, e -commerce, inventory/delivery, and out -of-state sales and use tax issues. The Company submits an average of 6,000 errors for correction each year with a total value generally ranging from $40 million to $50 million. To date, HdL has recovered more than $3 billion in new sales and use tax revenues for client agencies. Our firm’s commitment to innovative solutions and quality customer service is valued by our clients, as demonstrated by our

99.6% client retention rate and the over 60 municipalities who have switched to HdL from other service providers.

HdL is the leading provider of local tax revenue administration services and compliance in California. Currently partnering with over 75 cities and counties in California for services including business license tax/registration, transient occupancy tax, cannabis tax, and short-term rentals, HdL processes over $120 million in revenues annually from locally collected taxes.

HdL is a Corporate Partner of the League of California Cities and California State Association of Counties and works extensively with the State Association of County Auditors, California Society of Municipal Finance Officers (CSMFO) and California Municipal Revenue and Tax Association (CMRTA) on anticipation and planning of programs to strengthen local government revenues, and monitoring of legislative actions which impact local governments.

QUALIFICATIONS II
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell 5

B. The HdL Advantage

The HdL Advantage includes:

Exceptional Personnel: The HdL team is vested in your success. We are 100% employee owned and view your success as our success. Many of our key employees previously served local government agencies in positions of management, and have extensive experience in economic development, finance and revenue collection. We use a team approach so that there is always someone available to take your questions during our normal business hours of 8:00 am – 5:00 pm.

Comprehensive Audits: HdL has the largest database outside of the CDTFA which allows for a “fresh” look at revenue collections. This advantage coupled with the HdL’s advanced technology and processes consistently finds allocation errors and revenue opportunities often missed by other firms.

Accurate Forecasting: HdL has developed a comprehensive, detail-oriented method for projecting and monitoring client sales and use tax revenues that has proved to result in estimates that fall within 2% of actual receipts two - thirds of the time.

Insightful Reports and Timely Services: HdL’s analysis is done in context with the surrounding market region to better identify retail trends, voids and opportunities. The service includes a custom non -confidential newsletter that can be shared with the Council and community. The firm’s sophisticated economic support program provides special reports and data to assist the City in monitoring and leveraging existing economic development programs, identifying new revenue opportunities and maximizing use tax revenues.

Easy-to-Use Software: Our web-based sales tax application is user-friendly and offers clients immediate access to current and historical sales tax data. The application allows for easy printing of reports and data export to other systems or programs. Quarterly reports are available on the website within 5 days of receiving the Quarterly Data Report from the CDTFA.

KEY PERSONNEL III
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

6 HdL retains a staff of almost 200 trained and experienced specialists for performing audits, analysis and software support. Below is a current listing of our sales tax management team:

Sales and Use Tax Management Team
Led by our Director of Client Services, three principals will provide the City with sales tax, budget and revenue management services. The team will advise the City on economic development opportunities, including analyzing the City ’s sales tax data for presentations and preparing sales and tax revenue estimates of various terms up to five years. A principal will also meet with City staff quarterly to present the City ’ s quarterly reports and address any issues or concerns.

Providing these services to the City are:

Andrew Nickerson - President/CEO
Mr. Nickerson possesses over 27 years of experience working with cities, counties and special districts on programs to enhance tax revenues, ensure regulatory compliance and provide accurate revenue forecasting and financial planning. Throughout his career, he has been instrumental in guiding market expansion and new product development for HdL Companies. In his tenure as President/CEO, Mr. Nickerson has led this employee -owned company from an established regional firm to a mu lti- state, multi -service corporation admired for its commitment to quality and client service. With a broad range of experience in leadership, finance, public policy, and taxation, he is a trusted adviser to local government leaders and is known for possessing high standards for responsiveness, accuracy and integrity. Throughout his career, he has been involved in various municipal organizations including The League of California Cities, California Society of Municipal Finance Officers, State Association of County Auditors, California State Association of Counties, Texas Municipal League and Government Finance Officers Association. Mr. Nickerson earned a Bachelor of Science degree (Finance & Real Estate Law) from California State Polytechnic University, Pomona.

Bobby Young - Director of Client Services
Mr. Young has over 20 years of local government experience. As a Director of Client Services, he leads the team in developing reporting advancements and efficiencies for clients along with providing meaningful presentations regarding both Sales Tax and Transaction Tax Districts. Prior to joining HdL, he served the City of Costa Mesa for 13 years, the last 5 as Finance Director. During much of his tenure, he led the City’s strategic financial planning and decision making and fulfilled the duties of City Treasurer. He has also spent time as an external auditor of government and non -profit entities specializing in assessment and documentation of internal controls and annual review and preparation of client’s Comprehensive Annual Financial Report (CAFR). He has been an active member in municipal affairs with both the Government Finance Officers Associ ation (GFOA) and California Society of Municipal Finance Officers (CSMFO), and holds a bachelor’s degree from California State University, Fullerton in Accounting.

KEY PERSONNEL III
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

7 Howard Longballa – Principal

Mr. Longballa previously served as Finance Director and City Treasurer for the Cities of Alhambra, Placentia, Monrovia and Fountain Valley. He is a past President and Board member of the California Society of Municipal Finance Officers and is certified as a Public Finance Officer and California Municipal Treasurer. He has a bachelor’s degree in Accounting from San Jose State University and master’s degree in Management from the University of La Verne where he has also served as Adjunct Professor for their M.P.A. program.

Bret Plumlee – Principal

Mr. Plumlee has over 35 years of public sector experience, most recently as City Manager for the City of Los Alamitos, he brings a wealth of knowledge of municipal finance, management an d budgeting. Prior to Los Alamitos, he served as City Manager for the City of La Puente, Assistant City Manager of La Quinta, Director of Administrative Services for the City of El Segundo and Finance Director for the City of Rolling Hills Estates. Mr. Pl umlee holds a Bachelor of Science Degree in Economics from the University of California, Irvine and a Bachelor of Science Degree in Accounting from California State University, Long Beach.

Robin Sturdivant – Principal

Ms. Sturdivant has been with HdL for over 25 years and performs sales tax analysis, conducts quarterly client briefings and assists with budget issues. She works with both cli ents and taxpayers to provide training and assistance on complex sales, transaction and use tax issues. Ms. Sturdivant is responsible for high level appeal cases including research, analysis and preparing legal briefs. She represents HdL clients at Legal Department Appeals Conferences and hearings and is the main point of contact between HdL and the CDTFA Legal Department and the State Controller’s office.

Audit Services Team
Our Director of Audit Services and Associate Director of Audit Services have over 35 years combined experience auditing local tax, place of sale and CDTFA administrative issues. The firm has continually adapted to legislative changes, CDTFA regulation changes, and technology advances and wi ll utilize these tools for the City. HdL has an audit team in place that is very well trained and familiar with the state regulations and guidelines concerning tax reporting for the City.

Matt Hinderliter - Director of Audit Services
As Director of HdL’s Audit Service team, Mr. Hinderliter is responsible for ensuring that the company’s clients suffer no missed opportunities for revenue recovery or enhancement. Mr.

Hinderliter joined the firm in 1990 after receiving his Bachelor of Arts degree in Busi ness Administration from California State University, Fullerton. During his 30-year tenure Mr. Hinderliter has been instrumental in the development of HdL’s multi-dimensional audit program, which includes extensive in-house data mining and web- based analysis combined with thorough field surveys. He is the author of a comprehensive audit training manual, including in -depth information concerning complex point of sale issues and regular updates regarding proposed changes in legislation and regulations. As D irector Mr. Hinderliter maintains a personal and team commitment to accurate audit findings, business friendly taxpayer outreach, and to ensuring that HdL’s audit programs industry’s leading edge through continuous innovation and improvement.

KEY PERSONNEL III
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

8 Quang Dang – Associate Director of Audit Services
Mr. Dang is the lead analyst for the audit services team. He works closely with the Director of Audit Services on operational and management aspects of the team, supervises and trains audit team members and is a principal liaison with CDTFA Allocation Group staff. Mr.

Dang holds a Bachelor of Science degree in Computer Electronics and Engineering from ITT Technical Institute.

Production Services Team
Our Production Team ensures that the data from the CDTFA is processed in an accurate and timely manner and is available to the City on our sales tax web application. The team is responsible for running the reports that are delivered at the quarterly meetings with the City staff, as well as processing any special report requests.

Mary Hubbell – Manager of Production Services
Ms. Hubbell supervises the conversion of the California Department of Tax and Fee Administration sales tax data to HdL’s proprietary software and its subsequent translation into various client reports. She assists with client technical support and is responsible for the production of client newsletters and reports. Ms. Hubbell received a Bachelor of Science degree in Administration and Marketing from the University of Arizona.

Robert Gray – Director of Tax and Fee Administration Solutions Mr. Gray serves as Director of Tax & Fee Administration and has been with the firm since 1996.

He has extensive experience in the design, development, implementation and support of local tax software systems for local government. He has played a key role in the design of 8 municipal software systems and approximately 275 successful implementations of those systems. He introduced HdL’s local tax services, which provide tax administration and consulting services to an ever -growing number of municipalities. While leading HdL’s Tax & Fee Administration team through a period of significant growth, he has ensured that the team maintains its commitment to providing excellent customer service. He also oversees software development and IT as HdL’s CIO. He earned a Bachelor of Science degree in Computer Science and a master’s degree in Business Administration from Azusa Pacific University.

REFERENCES IV
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

9 HdL Sales and Use Tax Services

HdL currently provides sales, use and district tax services in California to 52 counties, 352 cities and 239 transactions tax districts.

City of Commerce – Client Since 1984
Project Description: HdL currently provides sales, use and transactions tax audit and management services and business license services.

Contact: Vilko Domi, Assistant City Manager, 323.722.4805 Email: [email protected]
City of Cudahy – Client Since 1988
Project Description: HdL currently provides sales and tax audit and management services and economic development services.

Contact: Charles Ortiz, Finance Director, 323.773.5143
Email: [email protected]

City of Huntington Park – Client Since 1988
Project Description: HdL currently provides sales, use and transactions tax audit and management services.

Contact: Nita McKay, Finance Director, 323.582.6161
Email: [email protected]

City of Maywood – Client Since 2000
Project Description: HdL currently provides sales, use and transactions tax audit and management services, cannabis compliance and local tax administration.

Contact: Hrant Manuelian, Finance Director, 323.562.5700 Email: [email protected]

City of South Gate – Client Since 2005
Project Description: HdL currently provides sales, use and transactions tax audit and management services and local tax administration.

Contact: Chris Jeffers, Interim City Manager, 323.563.9500 Email: [email protected]

97%

HdL IS EFFECTIVE IN RECOVERING

MISALLOCATED REVENUE FOR
CLIENT AGENCIES IN 97% OF ALL
CASES SUBMITTED TO THE CDTFA.

SCOPE OF SERVICES V
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

10 A. Sales and Use Tax Services
Using confidential taxpayer records as authorized by Revenue and Taxation Code Section 7056, HdL will identify and correct errors that result in underpayments of tax to the City. The firm will employ a series of analyses, comparisons with other data sources and physical field canvassing to find, document and submit for correction all taxpayer errors that result in lost City revenue or could result in lost revenue in the future. When errors are identified, HdL staff will promptly file claims for their correction following CDTFA procedures. Thereafter, HdL will work with CDTFA to ensure the prompt recovery of all escaped revenues. Documentation of errors will be regularly provided to the City.

In conducting these activities on behalf of the City, HdL will provide reports that accurately depict the City’s sales tax base, use tax collections and revenues. All reports, graphs, tables and revenue forecasts are designed to enhance the City’s capacity to plan for, expand and manage its sales and use tax revenues. Reports identifying and comparing the retail composition of various sub-geographic areas of the City will also be provided.

1. Audit Method and Approach
To achieve the highest audit and recovery results, HdL employs the following audit techniques and programs:
a. Identification of Errors and Revenue Maximization Opportunities Field Surveys: Field inventories of the City’s business and industrial areas are conducted to identify businesses located within the City that appear to be under -reporting revenues or are not on the CDTFA allocation rolls.

Specially trained field auditors, using the latest in mapping, GPS and digital recording technology, document not only the existence of sales tax producing businesses but also any relevant factors such as size, presence of a large stock of goods, will-call windows and any specific references to sales activity. This process identifies a wide range of registration errors including erroneous consolidation of multiple outlets, misreporting of point of sale from an erroneous location and delays in reporting new outlets.

Tax Area Code (TAC) Review: HdL reviews every active account on the CDTFA’s allocation rolls reporting $50 or more in local tax to ensure proper TAC assignment. Government and private sector property tax mapping and GIS databases are used extensively in this process. These programs are important because physical canvassing will not reveal businesses with missing or incomplete signage, or those that are home -based. A complete TAC review is performed at least once every 3-6 months.

Deviation Assessment: Each quarter, HdL applies proprietary queries and analyses to its statewide allocation database to identify all accounts for which there has been a substantial change in allocation pattern. HdL’s database, unmatched in size, comprises over 99.8% of all sales and use tax transactions in California and allows for the most comprehensive audits in the state. The review is applied to direct allocations and to the county pools and allows for a much broader view and understanding of what has happened in any given quarter. Well-founded leads are quickly extracted from this process, often without the need for time -consuming manual reviews of taxpayer files. This allows for faster processing and less time used for preparing submittals. This in turn lowers recovery fees by reducing the amount of prior quarter revenue requiring redistribution.

Accounts Payable Audit Reviews: Consultant will review City purchasing activity to identify any large one-time transactions that may qualify for direct allocation of the 1% local use tax. Ideally the use tax direct payment permit should be issued at the time of purchase to avoid being charged tax by the vendor, however there may be opportunities for capture of local use tax on prior purchases as well. In either case consultant will provide technical assistance as needed in preparing and filing quarterly sales tax returns under the City’s existing seller’s permit number

SCOPE OF SERVICES V
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

11 Use Tax Errors and Opportunities: HdL analyzes the use tax allocation pools of the 58 counties and the state each quarter to identify instances where a taxpayer may have misidentified a transaction as use tax rather than sales tax. Further specialized reviews and techniques are employed to identify direct allocation opportunities of local use tax. CDTFA Regulation 1802(d) allows for direct allocation of local use tax on qualifying individual sales or purchases over $500,000. Out-of-state and foreign-based companies often have large transactions that meet the criteria for direct allocation under this section. Under Regulation 1699.6, businesses and organizations (including local government agencies) with aggregate purchases subject to use tax of least $500,000 per year can apply for a Use Tax Direct Payment Permit, allowing for direct allocation of the corresponding local share. Finally, under a resolution adopted in December 1994, a construction contractor who enters into a contract equal to or greater than $5,000,000 may elect to obtain a sub -permit for the jobsite resulting in a direct allocation of local use tax to the jurisdiction where the jobsite is located.

Regulation 1699 Evaluations: CDTFA Regulation 1699 controls when and where a permit should be issued to a given business location. Wholesalers, contractors, processors, manufacturers, and other non-retail businesses that do not normally sell merchandise often conduct occasional sales, self-accrue use tax or are levied deficiency assessments by the state. HdL uses proprietary methods for finding companies that should be taking out permits so that those revenues are allocated to the City.
b. Recovery of Misallocated Revenue
Development of Correction Data: Preliminary lead lists developed through the audit programs are further refined using a variety of programs and databases to reduce the need for taxpayer contact. Companies remaining in the audit database are then contacted by a specialized audit team whose members are specifically selected and trained to interview tax preparers and marketing, warehouse and management staff. Taxpayer interviews are always conducted in a business friendly, non-intrusive
manner that emphasizes cooperation and protection of
confidentiality.

Documentation: Telephone contacts are often
accompanied by a written follow-up questionnaire
concerning business activities, a specific one-time
transaction or a written confirmation of our findings. This documentation is always filed with the petition to
minimize CDTFA processing time. Solid documentation
and follow-up lower client fees by reducing the number
of quarters requiring retroactive adjustment and ensures faster recovery of misallocated revenues.

City Review: HdL will provide the City with a quarterly report of all revenue recovery work in progress. This report will include an electronic Work Authorization which,
once approved, will include active links to copies of all inquiries filed with the CDTFA on the City’s behalf. This information is archived and is accessible to authorized users at any time through the HdL client portal. HdL will also keep the City apprised of any additional oral or written communication with the CDTFA on any matter directly impacting the City. These reports, along with a detailed quarterly invoice listing all relevant information about the taxpayer and the amount of revenue recovered, will keep the City well informed of all ongoing audit activity.

Preparation and Submittal of Corrections: Petitions are prepared (CDTFA Form 549-S or 549-L) that notify the CDTFA the existence and nature of the misallocation. All relevant and available supporting documentation is attached, including any information from taxpayer file reviews or any other sources that provide evidence of an earlier date of knowledge regarding the error.

SCOPE OF SERVICES V
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

12 This documentation facilitates the maximum recovery of revenue due the City from prior periods. Copies of all transmittal forms and correspondence with the CDTFA and taxpayers are sent to City staff.

Continuous Follow-up: HdL employs a full-time case manager whose responsibility is to monitor and follow-up on case inventory. An aging report is updated and reviewed monthly and the appropriate follow -up is initiated on cases that are taking an inordinate amount of time to correct. This follow -up emphasizes partnership and cooperation with CDTFA Allocation Group staff. HdL’s continuous ef forts to check on the status of submittals are made to ensure that corrections are being pursued. Timely follow -up on cases reduces the time it takes for the City to recover its revenue.

Appeals: HdL cases are thoroughly researched, vetted and documented p rior to submittal. This ensures the fastest possible processing times and reduces the number of cases that are initially disclaimed and must be further researched and defended through a very lengthy CDTFA appeals process. Nearly all HdL cases are resolved favorably at either the first or second levels of the CDTFA petition process described in Regulation 35056.

Track Record: HdL is effective in recovering misallocated revenue for client agencies in 97% of all cases submitted to the CDTFA. The small number of cases that do require an appeal is evidence of HdL’s thorough research and the quality of the well-documented information included to support claims.

2. Sales and Use Tax Management Services
a. HdL Database, Reports and Training
HdL will provide City staff with unlimited access to its quarterly updated web-based sales tax system to facilitate “in-house” analysis and printing of reports. The system allows City staff to search, print and export their sales tax data for a variety of financial, management and planning functions. The system provides the ability to search all sales tax producers in the City by business name, address, CDTFA account number and current or historical sales tax allocations. The web application also provides access to the City ’s archived quarterly sales tax reports. Data is easily queried and exported to either comma delimited or native Excel formats, allowing for convenient use with standard applications such as the Microsoft Office suite. The web application is accessible from all major operating systems, internet browser platforms, and device types (laptop, tablet, PC, mobile). The City ’s archived quarterly sales tax reports can also be accessed through the online sales tax application.

HdL’s geo-area feature supports use of address ranges, which ensures the inclusion of all CDTFA registrations and allows City staff to create and modify geo-areas without a separate GIS system. HdL also supports interfacing with the City’s GIS by including accurately geocoded latitude and longitude for each business. The database includes historical allocation information and can be quickly exported by City staff on demand.

SCOPE OF SERVICES V
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

13 Additionally, City created shape files can be used to define Geo -areas. Training on use of the software and ongoing upgrades is provided at no additional charge.

Quarterly sales tax reports are provided on both a cash and adjusted basis. Cash reports reconcile to CDTFA payments and are necessary for a ny revenue sharing agreements that the City might have in place. Adjusted reports shift payment aberrations (double-up payments, CDTFA audit adjustments, etc.) into the quarter where the sales occurred to accurately show the City’s true economic trends. The quarterly sales tax data will be presented in reports for major sales tax producers by both rank and category, analysis of sales tax activity by category, business or areas specified by the City. HdL’s quarterly sales tax reports include a listing of top sales tax producers and comparisons with both regional and statewide trends. Retailer information is provided in grouped form or in business by business detail.

HdL’s quarterly sales tax reports include a listing of top sales tax producers and comparisons with both regional and statewide trends. Retailer information is provided in grouped form or in business by business detail. Quarterly information will also include tables that track year -to-date receipts and show comparisons with past periods to measure progress toward achieving the City ’s annual budgeted revenue amount. HdL staff also prepares sales and use tax projections for proposed development projects, responds to technical questions relating to CDTFA processes and regulations, and monitors revenue sharing agreements.

HdL’s services are superior to other vendors because the firm provides analysis done in context with regional market areas, countywide and statewide trends to better monitor and compare the City’s economic performance by business category. A non-confidential newsletter is included to support management’s efforts to inform and engage the public.

Analysis of sales and use tax data and presentations to City staff are led by seasoned professionals, whose experience and knowledge adds value by identifying emerging retail trends, business retention needs, leveraging of economic clusters and reviewing successes in client jurisdictions with similar characteristics. HdL staff also prepares sales and use tax projections for proposed development projects, responds to technical questions relating to CDTFA processes and regulations, and monitors revenue sharing agreements.
b. Budget Projections and Monitoring
HdL has developed a comprehensive, detail-oriented method for projecting and monitoring client sales and use tax revenues that has proved to result in estimates that fall within 2% of actual receipts two -thirds of the time. Initial and mid -year projections are made by factori ng out payment aberrations that skew the base revenue and factoring in known changes such as new or closed businesses.

HdL also incorporates information from over 90 economic sources as well as information gathered from client meetings to develop economic factors to apply to individual retail business segments; the results are combined into a single estimate of anticipated revenue. HdL further enhances its projections by contacting builders of large-scale development projects to better time and estimate the value of potential use tax payments into its estimates. Three and five-year forecasts are also provided. c. Use Tax Maximization
Major construction projects and even ongoing business operations often generate significant use tax revenues from purchases of machinery, equipment and other fixed assets. HdL has worked with numerous clients to ensure that use tax from manufacturing and assembly plants, food processing, cold storage facilities, power/ energy projects, medical, research and technical facilities, oil fields/refineries and extraction/mining industries are properly allocated to the host jurisdiction.

SCOPE OF SERVICES V
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

14 HdL’s sales tax team includes a staff of specialists who review new business startups that might present potential self-assessed use tax opportunities, meets with contractors to advise on sub -permits and reporting procedures and provides materials and advice on purchasing companies and direct payment permits. The firm monitors major construction projects to make sure t hat any use tax generated is properly allocated to the job site’s host jurisdiction.

When brought into a project early, HdL assists clients with inserting provisions in conditional use permits and development agreements to guarantee that use tax maximization procedures are followed and monitors projects and subcontractors to make certain that sales tax is properly allocated back to the client jurisdiction.

Direct payment permits and purchasing corporations can sometimes be utilized where condition s offer mutual opportunities for the client agency to capture additional sales tax revenues and the participating company can increase control of sales and use tax liabilities.
d. Economic Development Benefits
When properly refined and organized, sales tax data analysis is an important tool for strengthening and expanding local economies. The data shows companies that are growing and may need expansion space and should be contacted as part of an agency’s business retention program. When broken out geographically, the data produces patterns of industries that potentially share common customers, suppliers, technology and labor and therefore offer opportunities for attracting new businesses. The data further exposes retail areas that may be over saturated in some retail segments while also identifying voids and opportunities for additional retail development.

Although numerous companies and agencies
use the CDTFA’s published data as a basis
for analysis, the results are usually inaccurate
and misleading due to address and business
categorization errors in the data. To correct
those deficiencies, HdL performs data
validation and scrubbing techniques on an
ongoing basis, fixing business addresses and
re-categorizing merchants to differentiate
brick and mortar retailers from “business to
business” suppliers and on-line retailers.

The company further creates and groups
businesses into additional categories and
classifications, not provided by the CDTFA, to
better track new and emerging economic
trends. Samples include the breaking out of
biotech/medical suppliers, online fulfillment
centers, alternate energy and utility providers,
wineries and marijuana dispensaries. This
focused approach to data management allows
agencies to more accurately compare the
impact of trends in their jurisdiction with state
and regional trends. On a regional basis, it also
allows for the identification of true economic voids and opportunities to expand the City ’s tax base. Accurate addressing allows for improved performance monitoring and comparison of specific economic areas such as shopping centers, downtown districts and auto malls with similar projects throughout California.

In addition to using our large database, HdL’s principals leverage their experience analyzing client data throughout California to identify new trends and developments that might help other clients. The service includes analyses to identify retail voids and opportunities and an annual publication of re tailers seeking expansion in the region and state.

SCOPE OF SERVICES V
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

15 HdL prepares
Legislative Updates
for clients to keep
them informed on
any changes that
may impact local
revenues.

e. Legislative Updates
HdL prepares Legislative Updates for clients to keep them informed of all proposals that may impact local revenues. The firm also provides Issue Updates which are similar in nature but deal with specific issues such as Sales Tax Participation Agreements, legal decisions or regulation changes.

Each issue is presented in detail so that City staff is equipped to respond to questions on topics important to their community leaders.

The firm also retains Rebecca Marcus as a lobbyist to represent client interests in matters before the CDTFA and the state legislature. With over 20 years of experience in state and national politics, Rebecca has developed the necessary institutional knowledge and established relationships to effectively advance clients’ interests in Sacramento. As a Chief of Staff for 13 years in the California State Assembly for several distinguished Members including Assembly members Mark Stone, Mike Feuer and Johan Klehs, Rebecca successfully advanced legislation across a diverse array of policy areas. As a result, over 100 of these Members’ bills became law ranging from landmark green chemistry legislative to a transformative transportation tax.

f. Consultation
Quarterly, a principal of the firm analyzes the City ’s data in detail and meets with appropriate City officials to review trends and discuss and make recommendations regarding the budget implications of the year’s data.

HdL also serves as “on -call” staff to provide sales tax estimates for proposed projects, assist with budget projections and answer sales and use tax questions related to economic development, budgeting and related revenue collection. When requested by the City, principals also meet with committees of the City Council and other groups to explain sales tax regulations and their importance to the City ’s tax base. HdL will, when requested, conduct technical seminars for City personnel on California sales and use tax processes. To support in -house efforts to maximize use tax, the seminars will cover the fundamentals of direct payment permits, purchasing corporations and maximizing “use tax” from construction projects.

HdL maintains close and positive relationships with members of the CDTFA and staff to quickly resolve policy issues unique to individual clients. The firm also advocates regulation and legislative changes when they are of benefit to all clients.

Examples are the Company’s work in the change of allocation of “use tax” for major construction projects, securing an Executive Order from the Governor to allow publishing of top taxpayers in public documents and the introduction of the problem of “point of sale” for warehouses to the CDTFA.

FEES VI
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

16 HdL proposes a fee of 15% of all new sales and use tax revenue received by the City as a result of audit and recovery work performed by the firm. This audit fee applies to monies received in the first eight consecutive reporting quarters beginning with the receipt of the audit revenue in addition to any retroactive back quarter adjustments obtained by HdL.

Audit fees are billed only after completion of the audit, submittal of corrections to the CDTFA and receipt of revenues by the client. 100% of all new revenue generated by HdL flows to the City after the completion of the eight quarters.

The fee constitutes the full reimbursement to HdL and covers all direct and indirect costs incurred by the firm under this contract. This includes all salaries of our employees, travel expenses and service contracting costs as well as the software to be delivered to the City under this proposal.

Invoices are submitted only for recoveries previously approved by the City. HdL does not bill for audit revenues until the client has actually received said monies. Further, if during the billing cycle, a taxpayer receives a refund for overpayment of taxes generated during that cycle, HdL credits back any proportionate share of the fee that may have been levied.

Invoices are submitted quarterly after the City has received the revenue from the audit correction. The invoice includes the name, address, and sales tax registration number of each company, and the specific amount of revenue allocated by the CDTFA to the City for those businesses.

If a misallocation correction involves additional revenue from a company that had already been partially allocating revenues to the City, the City and HdL will agree in a Work Authorization, prior to billing, the methodology for identifying the incremental revenue attributable to HdL’s work.

This service includes access to the City’s sales tax database through our web-based software and quarterly meetings with one of our principals. In preparation for each meeting, a principal of the firm analyzes the City’s data in detail and meets with appropriate City officials to review trends, point out businesses that should be contacte d as part of the City’s business retention program and discuss and make recommendations regarding the economic and budget implications of the quarter’s data. Also included is a non-confidential newsletter that can be shared with your council and the public. The price for this option is $400* per month.* *The monthly fee will increase annually by the percentage increase in the “CPI” for the preceding twelve-month period.

B. Sales and Use Tax Management Services
(including Quarterly Delivery Meetings)
A. Sales and Use Tax Audit Services

FEES VI
Proposal for Sales and Use Tax Audit and Management Services for the City of Bell 17

Additional services beyond the scope of services in this proposal are priced separately depending on the complexity of the tasks involved. Such fees can either by fixed or time and materials.

Hourly Rate
Principal $325
Programmer $295
Senior Analyst $245
Analyst $195
Associate $150
C. Additional Services

Proposal for Sales and Use Tax Audit and Management Services for the City of Bell

18 SAMPLE REPORT PACKAGE

Trends by Major Groups
Major Industry Groups
Quarterly Line Graph
Annual Line Graph
Major business type changes, including comparisons with state and county averages.

Allocations by Business Type Including Pools
Adjusted for Reporting Aberrations
Top sales tax generators listed in descending order. Used by management to track trends and identify companies who should be contacted as part of a business retention program.

Top 100 Sales Tax Generators
Quarterly Deviation Analysis
Reports for Revenue Projections.

Sales Tax Allocation Summary
Cash Reconciliation Report
Budget Projections
Five Year Forecast
Consensus Forecast
Quarterly customized newsletter summarizing sales tax highlights presented in a manner to protect confidentiality and that can be shared with the public.

City of Bell
City of South Gate
Special reports as needed for economic development and other purposes.

Regional Updates
Market Competition Comparisons
Surplus/Gap Comparison
Retail Analytics Brochure
Sample of Legislative and Issue Updates.

Legislative Update
Issue Update
HeadLines Bi-Monthly E-Newsletter–Trends Affecting California’s Economy

Click here for a sample package.

VII

01135.0001/791885.1
RESOLUTION NO. 2022-38

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL, CALIFORNIA AUTHORIZING CERTAIN CITY OFFICIALS

AND A CITY CONTRACTOR EXAMINATION OF SALE S AND

USE TAX RECORDS

WHEREAS, the California State Board of Equalization ( “Board of E qualization”) performs all functions inci dent to the ad ministration and collection of local sales and use ta xes for the City of Bell (“City”); and
WHEREAS, the City Council of the City of Bell deems it desirable and necessary for authorized officers, employees and representatives of the City to examine confidential sales and use tax records of the Board of Equalization pertaining to sales and use taxes collected by the Department pursuant to that contract; and
WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Board of Equalization records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales and use tax records of the Board of Equalization.

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

SECTION 1. That the following City officials are hereby authorized to examine sales and use tax records of the Board of Equalization pertaining to sales and use taxes collected for the City by the Board of Equalization:

Mayor
Mayor Pro-Tem
Councilmembers
City Manager
Finance Director
Community Development Director

SECTION 2. That the foregoing persons are authorized to examine the Board of Equalization’s records pertaining to sales and use taxes collected for the City by the Board of Equalization only for purposes related to the collection of local sales and use taxes by the Board of Equalization, or for purposes related to the governmental functions of city administration, revenue management, budgeting, and forecasting, community and economic development, and business license tax administration.

SECTION 3. That Hinderliter, de Llamas & Associates (“HDL”) is hereby designated to examine the sales and use tax records of the Board of Equalization pertaining to sales and use taxes collected for the City by the Boar d of Equalization. That HDL meets all of the follow ing conditions:

(a) has an existing contract with the City to examine those sales and use tax records;
(b) is required by that contract to disclose information contained in, or derived from,

01135.0001/791885.1
those sales and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information.
(c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract; and
(d) is prohibited by that contract from retaining the information contained in, or derived from those sales and use tax records, after that contract has expired.

BE IT FURTHER RESOLVED that the information HDL obtains by examination of the Board of Equalization’s records shall be used only for purposes related to the collection of City sales and use taxes by the Board of Equalization for the City and for purposes relating to the governmental functions of the City listed in section 2 of this resolution.

SECTION 4. Th is resolution supersedes all prior resoluti ons of the City Council of the City of Bell adopted pursuant to subdivision (b) of Revenue and Taxation Code section 7056.

SECTION 5. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED THIS 22
nd DAY OF JUNE 2022.

________________________________
Alicia Romero, Mayor

APPROVED AS TO FORM:

__________________________
David J. Aleshire, City Attorney

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante , City Clerk of the City of Bell, hereby attest to and certify that the foregoing resolution is the original resolution adopted by the Bell City Council at its regular meeting held on the 22
nd day of June 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________
Angela Bustamante, City Clerk

AMENDMENT NO. 1

TO PUBLIC WORKS AGREEMENT

BY AND BETWEEN THE CITY OF BELL AND
TUNNELWORKS SERVICES, INC.

This AMENDMENT NO. 1 TO PUBLIC WORKS AGREEMENT BY AND
BETWEEN THE CITY OF BELL AND TUNNELWORKS SERVICES, INC. ^Amendment No. I"), by and between the CITY OF BELL ("City"), a California charter city, and TUNNELWORKS SERVICES, INC., a California corporation duly qualified to transact business in the state of California ("Contractor"), is effective as of the 26th day of May, 2021.

RECITALS
A. City and Contractor entered into that certain Public Works Agreement dated July 25, 2018 ("Agreement") whereby Contractor agreed to perform sanitary sewer maintenance services ("Services").

B. The Term of the Agreement was for three (3) years, from July 25, 2018 to July 24, 2021, with a Contract Sum of $145,615.50.

C. By this Amendment No. 1, the City and Contractor now desire to extend the Term of the Agreement by an additional one-year term, from July 25, 2021 to July 24, 2022, and increase the Contract Sum by $48,361.80 from $145,615.50 to $193,977.30 to account for the term extension.

D. Except as amended hereby, this extension is subject to the same terms and conditions as provided in the Agreement.

TERMS

1. Contract Amendments. The Agreement is amended as provided herein. Added text is indicated in bold italics, deleted text is indicated in strilcothrough. a. Section 2.1, "Contract Sum," is hereby amended and shall now read as follows:
"2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Fort>^ Five Thousand Six Hundred Fifteen Dollars and Fifty Cents ($115,615.50) One Hundred Ninety Three Thousand Nine Hundred Seventy Seven Dollars and Thirty Cents ($193,977.30) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.10." 01135.0001/712017.3

b. Section 3.5, "Term," is hereby amended and shall now read as follows:
"3.5 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from and after the effective date of this Agreement and shall expire on July 24^ 2022 until competition of the GcndcGG but not exceeding throe (3) years from the date thereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may in its sole and unfettered discretion^ extend the Term of the Agreement^ without change to the compensation formula, one (1) time for a period of one (1) year.'' c. Section 4.3, "Contract Officer," is hereby amended and shall now read as follows:
"4.3 Contract Officer.

The Contract Officer shall be the Community Services Director or his/her designee Director of Public Works or such person as may be designated by the City Manager. It shall be the Contractor's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement."
d. Section I of Exhibit "A," Scope of Work, is hereby amended and shall now read as follows:
"1. Contractor shall perform all the work and comply with all the specifications and requirements in the Plans, Specifications, and Contract Documents for the project entitled Sanitary Sewer Maintenance Services, FY 2018-2019, FY 2019- 20, FY 2020-21 In The City of Bell, including any documents or exhibit referenced herein. During FY 2021-22, the Contractor shall perform the same services outlined for FY 2018-2019."
e. Section I of Exhibit C "Schedule of Compensation" is hereby amended and shall now read as follows:
"I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor's Proposal, and listed below:
llwlllDescriptionUnitEstimatedUnit PricesExtended
TaskQuantityAmount
No.
01135.0001/712017.3

AREA 1-YEAR 1:

Hydraulic
flushing/cleaning of
sewer lines, and manholes
per designated areas
within the existingcity
limits as directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s), permits,
safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix I for Sewer
Inventory.

LF64,485$.48$30,952.80
per Year 1
AREA 2 - YEAR 2:

Hydraulic
flushing/cleaning of
sewer lines and
manholes per designated
areas within the
existing city limits as
directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s),
permits, safety
requirements, hauling,
disposal of all solid and
semi-solid materials
resulting from cleaning
operations, and
dump fees). See
Appendix I for Sewer
Inventory.

LF62,615$.48$30,055.20
per Year 2
AREA 3- YEAR 3:

Hydraulic
flushing/cleaning of
sewer lines
manholes per designated
areas within the
LF64,765$.50$32,382.50
per Year 3
01135.0001/712017.3

existing city limits as
directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s),
permits, safety
requirements, hauling,
disposal of all solid and
semi-solid materials
resulting from cleaning
operations, and
dump fees). See
Appendix I for Sewer
Inventory.

AREA I'YEAR 4:

Hydraulic
flushing/cleaning of
sewer lines, and
manholes per designated
areas within the existing
city limits as directed by
the Engineer or his/her
designee (including
traffic control, water,
water meter(s), permits,
safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix I for Sewer
Inventory.

LF64,485$.48$30,952.80
per Year 4
A-5HOTSPOTS AREA -

EVERY SIX
MONTHS: Hydraulic
flushing/cleaning of
sewer lines and manholes
per designated areas
within the existing city
limits as directed by the
Engineer or his/her
designee (Including
traffic control, water,
water meters(s), permits.

LF
47,800
$.50$17,925.00
$23,900.00
per Term
01135.0001/712017.3

safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix 1 for Sewer
Inventory.
^6Emergency Call for
Sewer Line Cleaning for
^ 4 year period
ManhourA^160$185.00$22,200.00
$29,600.00
per Term
67CCTV InspectionLF25,000
33,333
$.46$11,500.00
$15,334.00
per Term
=^8Prepare Hydro Jet
Cleaning Schedule in
Excel format. Per Year
including Hotspots
area. See Appendix for
sample.

EA^4$200.00$600.00
$800.00 per
Term

TOTAL BID

SCHEDULE IN FIGURE
$115,615.50
$193,977.30

TOTAL BID

SCHEDULE IN WORDS
One hundred
forty Five
thousand
hundred
fifteen
dollars and
fifty cents
One
Hundred
Ninety
Three
Thousand
Nine
Hundred
Seventy
Seven
Dollars and
Thirty Cents
Section III of Exhibit C, ''Schedule of Compensation" is hereby amended and shall now read as follows:
01135.0001/712017.3

"III. Within the budgeted amounts for each Task in Section I of this £jc/i/6iV4teffl on the Bid Shoot, and with the approval of the Contract Officer, funds may be shifted from one item's subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10." g. Section V of Exhibit C, "Schedule of Compensation" is hereby amended and shall now read as follows:
"V. The total compensation for the services shall not exceed One Hundred Forly^ Five Thousand Six Hundred Fifteen Dollars and Fift>^ Cents ($115,615.50) One Hundred Ninety Three Thousand Nine Hundred Seventy Seven Dollars and Thirty Cents ($193,977.30) as provided in Section 2.1 of this Agreement."

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the going of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 1, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

5. Authority. The persons executing this Amendment No. 1 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this agreement, such party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01135.0001/712017.3

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
ATTEST:

Ansela Bustamante ' Angela Bustamante
City Clerk
Alicia Romero
Mayor
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
David J. A!
City AttorneyCONTRACTOR:

TUNNEL WORKS SERVICES, a California
corporation
Name: William Duart^
TitferCEG/Presiden^
tey Louis Rubio
'illd/Vice-President
Address: 13235 Helmer Drive
Whittier. CA 90602
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR'S SIGNATURES SHALL BE DULY

NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS 01135.0001/712017.3

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR

OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR'S BUSINESS ENTITY.

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On 0^ ho 2021 before me,iO))|>orwWrU\ personally appeared kot\>S, proved to me on the basfe of satisfactory evidence to be the person^ whose name^j^ is/^rt subscribed to the within instrument and acknowledged to me that he/sj>e/tjiey executed the same in his/h^/tjxfir authorized capacity(i^, and that by his/btfr/their signature^) on the instrument the person(/f7. or the entity upon behalf of which the personj^ acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
^ashburn I
NoUry Public-Calffornfa f Angeles County S
Commission # 2316201 i
II yr.'

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.
□
□
□
□
□
□

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE(S)
PARTNER(S) □ LIMITED
□ GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

DESCRIPTION OF ATTACHED DOCUMENT
/UO.
' TITLE OR TYPE'OF'DOCUMENT

NUMBER OF PAGES
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))

DATE OF DOCUMENT
^ |» llo. O-

SIGNER(S) OTHER THAN NAMED ABOVE
01135.0001/712017.3

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of )
On Tsui(t before me,
J (insfert name and title of tfie officer) J
personally appeared QT ,
who proved to me on the basis of satisfactory evidence to be the persoo(^ whose nam^(^ is/pf^ subscribed to the within instrument and acknowledged to me that he/§He/th^y executed the same in his/bef?tf>eir authorized capacity(ie^), and that by his/t>^/their signaturQ(s)'on the instrument the person(^, or the entity upon behalf of which the personj^ acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. cathyj.guzman
Notary Public • California
Los Angeles County
Coinmlsslon # 2241533 *
My Comm. Expires MayTj^^
oiMtiaiur<j^A /I i-7-Ki^ ^ (oeai;

% /<^^'\ WS'k i S^'H. . y!*i.f*->t-. 5;vi?3> a
ro?irucB!G?c^L;V' ^
n®fs*-^'bPP??{ •c9f'^r-.*..-j I
cviMA r cnrrtv.*

01135.0001/781536.2 1
AMENDMENT NO. 2

TO PUBLIC WORKS AGREEMENT

BY AND BETWEEN THE CITY OF BELL AND
TUNNELWORKS SERVICES, INC.

This AMENDMENT NO. 2 TO PUBLIC WORKS AGREEMENT BY AND
BETWEEN THE CITY OF BELL AND TUNNELWORKS SERVICES, INC. (“Amendment No. 2”), by and between the CITY OF BELL (“City”), a California charter city, and TUNNELWORKS SERVICES, INC., a California corporation duly qualified to transact business in the state of California (“Contractor”), is effective as of the ______ day of April, 2022.

RECITALS

A. City and Contractor entered into that certain Public Works Agreement dated July 25, 2018 (“Agreement”) whereby Contractor agreed to perform sanitary sewer maintenance services (“Services”).

B. The Term of the Agreement was for three (3) years, from July 25, 2018 to July 24, 2021, with a Contract Sum of $145,615.50.

C. On May 26, 2021, the City and Contractor entered into Amendment No. 1 extending the Term of the Agreement by an additional one-year term, from July 25, 2021 to July 24, 2022, and increasing the Contract Sum by $48,361.80 for a maximum Contract Sum of $193,977.30 to account for the term extension.

D. By this Amendment No. 2, the City and Contractor now desire to extend the Term of the Agreement by an additional one-year term, from July 25, 2022 to July 24, 2023, and increase the Contract Sum from $193,977.30 to $241,440.80 to account for the term extension.

D. Except as amended hereby, this extension is subject to the same terms and conditions as provided in the Agreement.

TERMS

1. Contract Amendments. The Agreement is amended as provided herein. Added text is indicated in bold italics, deleted text is indicated in strikethrough.

a. Section 2.1, “Contract Sum,” is hereby amended and shall now read as follows:

“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One

01135.0001/781536.2 2
Hundred Forty-Five Thousand Six Hundred Fifteen Dollars and Fifty Cents ($145,615.50) One Hundred Ninety Three Thousand Nine Hundred Seventy Seven Dollars and Thirty Cents ($193,977.30 Two Hundred Forty One Thousand Four Hundred Forty Dollars and Eighty Cents ($241,440.80) (the “Contract Sum”), unless additional compensation is approved pursuant to Section

1.10.”

b. Section 3.5, “Term,” is hereby amended and shall now read as follows:

“3.5 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect from and after the effective date of this Agreement and shall expire on July 24, 2023 until competition of the services but not exceed ing three (3) years from the date thereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). The City may in its sole and unfettered discretion, extend the Term of the Agreement, without change to the compensation formula, one (1) time for a period of one (1) year.”

c. Section 4.3, “Contract Officer,” is hereby amended and shall now read as follows:

“4.3 Contract Officer.

The Contract Officer shall be the Community Services Director or his/her designee Director of Public Works or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.”

d. Section I of Exhibit “A,” Scope of Work, is hereby amended and shall now read as follows:

“I. Contractor shall perform all the work and comply with all the specifications and requirements in the Plans, Specifications, and Contract Documents for the project entitled Sanitary Sewer Maintenance Services, FY 2018-2019, FY 2019- 20, FY 2020-21, FY 2021-2022. In The City of Bell, including any documents or exhibit referenced herein. During FY 2022-2023, the Contractor shall perform the same services outlined for FY 2019-2020.”

e. Section I of Exhibit C “Schedule of Compensation” is hereby amended and shall now read as follows:

01135.0001/781536.2 3

“I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

Item
Task
No.

Description Unit Estimated
Quantity
Unit Prices Extended
Amount
1 AREA 1-YEAR 1:

Hydraulic
flushing/cleaning of
sewer lines, and manholes
per designated areas
within the existing city
limits as directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s), permits,
safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix I for Sewer
Inventory.

LF 64,485 $.48 $30,952.80
per Year 1
2 AREA 2 - YEAR 2:

Hydraulic
flushing/cleaning of
sewer lines and
manholes per designated
areas within the
existing city limits as
directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s),
permits, safety
requirements, hauling,
disposal of all solid and
semi-solid materials
resulting from cleaning
operations, and
dump fees). See
Appendix I for Sewer
LF 62,615 $.48 $30,055.20
per Year 2

01135.0001/781536.2 4
Inventory.
3 AREA 3- YEAR 3:

Hydraulic
flushing/cleaning of
sewer lines
manholes per designated
areas within the
existing city limits as
directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s),
permits, safety
requirements, hauling,
disposal of all solid and
semi-solid materials
resulting from cleaning
operations, and
dump fees). See
Appendix I for Sewer
Inventory.

LF 64,765 $.50 $32,382.50
per Year 3
4 AREA 1-YEAR 4:

Hydraulic
flushing/cleaning of
sewer lines, and manholes
per designated areas
within the existing city
limits as directed by the
Engineer or his/her
designee (including
traffic control, water,
water meter(s), permits,
safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix I for Sewer
Inventory.

LF 64,485 $.48 $30,952.80
per Year 4
5 AREA 1-YEAR 5:

Hydraulic
flushing/cleaning of
sewer lines, and
manholes per designated
LF 62,615 $.48 $30,055.20
per Year 5

01135.0001/781536.2 5
areas within the existing
city limits as directed by
the Engineer or his/her
designee (including
traffic control, water,
water meter(s), permits,
safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix I for Sewer
Inventory.
6 HOTSPOTS AREA -

EVERY SIX
MONTHS: Hydraulic
flushing/cleaning of
sewer lines and manholes
per designated areas
within the existing city
limits as directed by the
Engineer or his/her
designee (Including
traffic control, water,
water meters(s), permits,
safety requirements,
hauling, disposal of all
solid and semi-solid
materials resulting from
cleaning operations, and
dump fees). See
Appendix I for Sewer
Inventory._
LF 47,800
59,750
$.50 $23,900.00
per Term

$29,875.00
per Term
7 Emergency Call for
Sewer Line Cleaning for
4 5 year period
Manhour
160
200
$185.00 $29,600.00
per Term

$37,000.00
per Term
8 CCTV Inspection LF 33,333
41,668.04
$.46 $15,334.00
per Term

$19,167.30
per Term
9 Prepare Hydro Jet
Cleaning Schedule in
EA
4 $200.00 $800.00 per
Term

01135.0001/781536.2 6
Excel format. Per Year
including Hotspots
area. See Appendix for
sample.
5 $1,000.00
per Term

TOTAL BID

SCHEDULE IN FIGURE
$193,977.30
$241,440.80

TOTAL BID

SCHEDULE IN WORDS
One hundred
forty five
thousand
hundred
fifteen
dollars and
fifty cents
One
Hundred
Ninety Three
Thousand
Nine
Hundred
Seventy
Seven
Dollars and
Thirty Cents
Two
Hundred
Forty One
Thousand
Four
Hundred
Forty
Dollars and
Eighty Eight
Cents

f. Section III of Exhibit C, “Schedule of Compensation” is hereby amended and shall now read as follows:

“III. Within the budgeted amounts for each Task in Section I of this Exhibit item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.”

g. Section V of Exhibit C, “Schedule of Compensation” is hereby amended and shall now read as follows:

01135.0001/781536.2 7

“V. The total compensation for the services shall not exceed One Hundred Ninety Three Thousand Nine Hundred Seventy Seven Dollars and Thirty Cents ($193,977.30) Two Hundred Forty One Thousand Four Hundred Forty Dollars and Eighty Eight Cents($241,440.80) as provided in Section 2.1 of this Agreement.”

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 2.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Contractor each ratify and reaffirm each and every one of the respective r ights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Contractor represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the going of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Contractor that, as of the date of this Amendment No. 2, Contractor is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

5. Authority. The persons executing this Amendment No. 2 on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this agreement, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.

[SIGNATURES ON FOLLOWING PAGE]

01135.0001/781536.2 8
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 on the date and year first-above written.

CITY:

CITY OF BELL, a California charter city
_________________________________
Alicia Romero
Mayor
ATTEST:
__________________________________
Angela Bustamante
City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
__________________________________
David J. Aleshire
City Attorney CONTRACTOR :

TUNNELWORKS SERVICES, a California
corporation
By: ___________________________
Name: William Duarte Jr.

Title: CEO/President
By: ___________________________
Name: Jeffrey Louis Rubio
Title: Vice-President
Address:
13235 Helmer Drive
Whittier, CA 90602
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES SHALL BE DULY

NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

01135.0001/781536.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2022 before me, ________________, personally appeared __________ ______, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01135.0001/781536.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2022 before me, ________________, personally appeared __________ ______, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity u pon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

GATEWAY CITIES COUNCIL OF GOVERNMENTS

PROFESSIONAL SERVICES AGREEMENT
WITH

CITY OF BELL FOR IMPLEMENTATION OF

THE GATEWAY CITIES INNOVATION PLAN

This Professional Services Agreement (“Agreement”) is made and effective as of January 1 , 202 2 (“Effective Date”), by and between the Gateway C ities Council of Governments, a California joint powers authority, (“GCCOG”) and City of Bell, a California municipal corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

I. TERM
The initial term of this Agreement shall commence on January 1, 2022 and shall remain and continue in effect until June 30, 2022. Unless the GCCOG gives written notice to Consultant that it will not renew this Agreement, this Agreement will automatically renew on July 1, 2022 for a term through June 30, 2023 (“Extended Term”), unless sooner terminated pursuant to the provisions of this Agreement.

II.

SERVICES
Consultant shall perform the services described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full (“Services”). Consultant shall complete the Services according to any schedule of performance set forth in Exhibit A. To the extent that Exhibit A is a proposal from Consultant and contains provisions inconsistent with this Agreement, the provisions of this Agreement shall govern.

III. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement.

IV. GCCOG MANAGEMENT

GCCOG’s Executive Director or designee shall represent GCCOG in all matters pertaining to the administration of this Agreement , including review and approval of all products submitted by Consultant.

V. PAYMENT
A. GCCOG agrees to pay Consultant monthly based upon actual time spent on the above tasks. This amount shall not exceed Sixty Thousand Eight Hundred Twelve dollars ($60,812.00) for the Initial Term and One Hundred Twenty -One

Thousand Six Hundred Twenty-Four dollars ($121,624.00) for the Extended Term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by GCCOG’s Executive Director or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by GCCOG and Consultant at the time GCCOG's written authorization is given to Consultant for the performance of said services.

C. Consultant will submit invoices monthly for actual Services performed. Payment shall be made within thirty (30) days of receipt of each invoic e as to all non - disputed fees. If GCCOG disputes any of Consultant's Services or fees , it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty -five ( 45) days of receipt of an invoice therefor.

VI.

SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
A. GCCOG may at an y time, for any reason, without cause, suspend or terminate this Agreement, or any port ion hereof, by serving upon Consultant at least ten (10) days ’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If GCCOG suspends or terminates a portion of this Agreement , such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, GCCOG shall pay to Consultant the actual value of the Services performed up to the time of termination, unless GCCOG disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this Section, Consultant will submit an invoice to GCCOG pursuant to Section V.

VII.

DEFAULT OF CONSULTANT
If GCCOG determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, GCCOG shall serve Consultant a written notice of the default. Consultant shall have seven (7) days after service of said notice to cure the default. In the event that Co nsultant fails to cure the default within such period of time or fails to present GCCOG with a written plan for the diligent cure of default if such default cannot be cured within seven days, GCCOG shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

VIII. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate re cords with respect to tasks , costs, expenses, receipts, and other such information required by GCCOG that relate to the performance of S ervices under this Agreement . Consultant shall maintain adequate records of S ervices provided in sufficient det ail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of GCCOG or its designees at reasonable times to suc h books and records; shall give GCCOG the right to examine and audit said books and records; shall permit GCCOG to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of GCCOG and may be used, reused, or otherwise disposed of by GCCOG without the permission of Consultant. With respect to computer files, Consultant shall make available to GCCOG, at the Consultant's office and upon reasonable written request by GCCOG, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to GCCOG all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the S ervices under this Agreement.

IX.

INDEMNIFICATION AND DEFENSE
A. Indemnity
To the fullest extent permitted by law, Consultant shall indemnify and hold harmless GCCOG and any and all of its officials, officers, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney ’s fees and c osts, caused in whole or in part by the acts, errors, or omissions of Consultant, its officers, agents, employees, or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of S ervices under this Agreement.

B. Duty to Defend
In the event GCCOG, its officials, officers, employees, agents, and/or volunteers are made a party to any claim, action, lawsuit, or other adversarial proceeding

(“Action”) arising from the performance of the S ervices under this Agreement, whether or not Consultant is named in such Action, and upon demand by GCCOG, Consultant shall defend GCCOG at Consultant’s sole cost, or at GCCOG’s option, to reimburse GCCOG for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense.

C. Payment by GCCOG for Services is not a condition precedent to enforcement of this section. Consultant’s duty to defend, indemnify, and hold harmless GCCOG shall not extend to GCCOG’s sole or active negligence. In the event of any dispute between Consultant and GCCOG as to whether liability arises from the sole or active negligence of GCCOG or its officials, officers, employees, agents, and/or volunteers, Consultant will be obligated to pay for GCCOG’s defense until such time as a final judgment has been entered adjudicating GCCOG as solely or actively negligent. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including, but not limited to, attorney’s fees, expert fees and costs of litigation.

X. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this Agreement.

XI. INDEPENDENT CONTRACTOR
A. Consultant is and shall at all times remain as to GCCOG a wholly independent consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's ex clusive direction and control. Neither GCCOG nor any of its officers, employees, or agents shall have control over the conduct o f Consultant or any of Consultant 's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officers, employees, or agents of GCCOG. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against GCCOG, or bind GCCOG in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement , GCCOG shall not pay salaries, wages, or other compensation to Consultant for p erforming services hereunder for GCCOG .

GCCOG shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

XII. LEGAL RESPONSIBILITIES
Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services

pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. GCCOG , and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failur e of Consultant to comply with this Section.

XIII. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of GCCOG in connection with the award, terms or implementation of this Agreement , including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of GCCOG has or will receive compensation, directly or indirectly, from Consultant , or from any officer, employee or agent of Consultant , in connection with this Agreement or any Services to be conducted as a result of this Agreement . Violation of this section shall be a material breach of this Agreement entitling GCCOG to any and all remedies at law or in equity.

XIV. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of GCCOG, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-a greement, or the proceeds thereof, for Services to be performed under this Agreement.

XV. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without GCCOG's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subc onsultants, shall not without written authorization from GCCOG’s Executive Director or designee, or unless requested by GCCOG’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the GCCOG. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives GCCOG notice of such court order or subpoena.

B. Consultant shall promptly notify GCCOG should Consultant , its officers, employees, agents, and/ or subconsultant s be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or the GCCOG, unless the GCCOG is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informi ng GCCOG of such D iscovery.

GCCOG retains the right, but has no obli gation, to represent Consultant and/or

be present at any deposition, hearing, or similar proceeding as allowed by law.

Unless GCCOG is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with GCCOG and to provide the opportunity to review any response to discovery requests provided by Consultant. However, GCCOG's right to review any such response does not imply or mean the right by GCCOG to control, direct, or rewrite said response, or that GCCOG has an obligation to review any such response or verifies any response it has reviewed.

XVI. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To GCCOG: Gateway Cities Council of Governments
16401 Paramount Boulevard
Paramount, CA 90723
Attention: Nancy Pfeffer, Executive Director

To Consultant: Michael L. Antwine II, City Manager
City of Bell
6330 Pine Avenue
Bell, CA 90201

XVII.

ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of GCCOG.

Because of the personal nature of the Services to be rendered pursuant to this Agreement, only the City of Bell sh all perform the Services described in this Agreement, unless otherwise agreed to by GCCOG. Upon termination of this Agreement, Consultant’s sole compensation shall be payment for actual Services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the GCCOG and Consultant. Before retaining or contracting with any subconsultant for any services under this Agreement , Consultant shall provide GCCOG with the identity of the proposed subconsultant, a copy of the proposed written contract between Consulta nt and such subconsultant which shall include and indemnity provision similar to the one provided herein and identifying GCCOG as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such

proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from GCCOG for such insurance.

XVIII. LICENSES
At all times during the term of this Agreement , Consultant shall have in full force and effect all licenses re quired of it by law for the performance of the Services described in this Agreement.

XIX. GOVERNING LAW
GCCOG and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over GCCOG.

XX. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement . All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

XXI. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrants and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CONSULTANT

___________________________
Michael L. Antwine II, City Manager

GATEWAY CITIES

COUNCIL OF GOVERNMENTS

__________________________
Cinde MacGugan-Cassidy, President

ATTEST:

___________________
Nancy Pfeffer, Secretary

APPROVED AS TO FORM:

______________________
Ivy M. Tsai, General Counsel

Attachments: Exhibit A Statement of Work
Exhibit B Insurance Requirements

EXHIBIT A

City of Bell

Statement of Work for Implementation of the Gateway Cities Innovation Funds Homeless Services Liaison Project.

I. Overview
• Under the four cities (Bell, Maywood, Cudahy and Commerce) supervision, one dedicated Homeless Services Liaison will continue to work closely, participate, organize and engage local non- profits, schools, libraries, and city departments to identify issues and needs around homeless issues and concerns.
• Management and Oversight of the LCA1 Cities Crisis Shelter Bed Pilot Program by the Homeless Services Liaison

II. Targeted Outcomes

• Liaison will engage and educate libraries, schools, and non- profits within the cities about services and resources. Individual will participate in various trainings. 3-resource trainings per quarter.
• Liaison will participate, organize and engage local non- profits, city departments to identify issues and needs around homeless issues and concerns. Submit documentation, meetings, sign in sheets, agendas, summary report.
• Liaison will increase community education of resources through social media to prevent and end homelessness. Social media will be maintained and updated through the remainder of the term of this Agreement. • Coordinate and provide oversight to the low barrier crisis housing beds (40) at Salvation Army Bell Shelter for shared use with eight LCA1 cities to address local impacts and provide emergency public safety placements.

EXHIBIT A - Continued

III. Key Activities and Metrics

Homeless Services Liaison For the Cities of Bell, Cudahy, Maywood and Commerce.

Key Activities Performance Metrics Timeline Planned Outcomes

1.1 Engaging and
educating City
departments,
schools, and
nonprofits to increase
county
services for people
experiencing and at
risk of homelessness.

Individual will engage
and educate libraries,
schools, and non-profits
within the cities
about services and
resources. Individual will
participate in various
trainings.
3 Resource
trainings
per quarter

An increase of referrals
from city departments
for individuals who are
homeless or at risk of
homelessness.

1.2 Individual will
participate, organize,
and engage local non-
profits, city
departments to
identify issues and
needs around
homeless issues and
concerns.

Documentation,
meetings, sign in
sheets, agendas,
summary report.

Quarterly reports
commencing within
30 days of hire.

Better communication
amongst county, city,
nonprofit services in
addressing
homelessness in the city
of Bell, Commerce,
Maywood and Cudahy

1.3 Increase community
education of resources
through social media
outlets to reduce and
assist in ending
homelessness.

Have homeless
resources through city
websites, Facebook,
Instagram, etc, with
accurate and updated
information.

Social media material
will be completed and
promoted on a bi-
weekly basis.

Liaison will also
provide information to
promote on city
website pages.

A special media resources
website/ platform
available to the
communities,
businesses, and residents
regarding resources
available throughout 4
cities.

Homeless Liaison Continued

Management and Oversight of the LCA1 Cities Crisis Shelter Bed Pilot Program by the Homeless Services Liaison
Key Activities Performance Metrics Timeline Planned Outcomes

1.1 Coordination and
oversight of (42) low
barrier crisis housing
beds at Salvation Army
Bell Shelter for shared

Provide shelter, food, and
associated support
services to local unhoused
individuals in the LCA1
service area.

Pilot Program
commencement in July
of 2022 through June
30, 2023.

42 shelter beds are
expected to provide
shelter and support
services to a minimum
of 120 unhoused

use of eight LCA1 cities
to address local
impacts and provide
emergency public
safety placements.

individuals annually or
a minimum of 180
unhoused individuals
during the grant period.

Provide monthly
reports to the LCA1
participating cities.

Coordinate with Cal
Trans and cities for
assistance for any
homeless encampment
clean-up to provide
beds for those that
accept the support.

EXHIBIT B

INSURANCE REQUIREMENTS

Without limiting Consultant’s indemnification of GCCOG, and prior to commencement of Services, Consultant shall obtain, provide , and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to GCCOG.

General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consult ant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).

Consultant shall submit to GCCOG , along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of GCCOG , its officers, agents, employees , and volunteers.

Other provisions or requirements

Proof of insurance. Consultant shall provide certificates of insurance to GCCOG as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by GCCOG’s Risk Manager prior to commencement of performance.

Current certification of insurance shall be kept on file with GCCOG at all times during the

term of this Agreement. GCCOG reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the perform ance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by GCCOG shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of GCCOG before the GCCOG’s own insurance or self-insurance shall be called upon to protect it as a named insured.

GCCOG’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, GCCOG has the right but not the duty to obtain the insurance it deems necessary and any premium paid by GCCOG will be promptly reimbursed by Consultant or GCCOG will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, GCCOG may cancel this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the GCCOG’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against GCCOG, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against GCCOG, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the GCCOG to inform Consultant of non- compliance with any requirement imposes no additional obligations on the GCCOG nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other

requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Consultant maintains higher limits than the minimums shown above, GCCOG requires and shall be entitled to coverage for the higher limits maintained by Consultant . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to GCCOG.

Notice of cancellation. Consultant agrees to oblige its insurance agent or brok er and insurers to provide to GCCOG with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured status. General liability policies shall provide or be endorsed to provide that GCCOG and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to GCCOG and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant ’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through c lause. Consultant agrees to ensure that its subconsultant s, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant . Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to GCCOG for review.

GCCOG’s right to revise specifications. GCCOG reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant , GCCOG and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by GCCOG. GCCOG reserves the right to require that self -insured retentions be

eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by GCCOG.

Timely notice of claims. Consultant shall give GCCOG prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant ’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

AGENDA ITEM 4
City of Bell
Agenda Report
DATE: October 28, 2020
TO: Mayor and Members of the City Council
FROM: Javier Ochiqui, Contracts and Facilities Manager
APPROVED 0 .,
BY:

Paul Philips, Interim City^anager
SUBJECT: Consideration of a Memorandum of Understanding (MOU) Agreement between the Gateway Cities Council of Governments (GCCOG) and the City of Bell for the Implementation of the Gateway Cities Innovation Plan
RECOMMENDATION:

It is recommended that the City Council:

1. Approve the MOU Agreement between the GCCOG and the City of Bell and authorize the City Manager to sign the Agreement; and

2. Approve and adjust the FY 2020/21 budget to allocate the salary and costs of the Housing Specialist position and add the position to the authorized positions list in the City Manager's budget. The authorized amount is $123,770.

BACKGROUND:

On October 7, 2020, the Gateway Cities Council of Governments, a California joint powers authority, ("GCCOG"), approved the implementation of the Gateway Cities Innovation Plan (Attached). The term of the Agreement will be from October 2, 2020 to June 30, 2021. Staff is recommending that the City Council approve the MOU.

DISCUSSION:

Under the four cities' (Bell, Maywood, Cudahy and Commerce) supervision, one dedicated Homeless Services Liaison will be hired to work closely with, participate, organize and engage local non-profits, schools, libraries, and City departments to identify homeless issues, needs, and concerns. Since the City of Bell is the leading agency, the City would hire someone for this position within 45 days, if authorized by the City Council.

If approved, the City of Bell would hire the Homeless Service Liaison position under the classification of Housing Specialist, which would be housed in the City Manager's Office. The position would report to the City Manager or his designee. The funding for the position would be received on a reimbursement basis by the GCCOG. If funding ends for the position, the City would need to evaluate whether to keep the position or eliminate it from the authorized positions list.

FISCAL IMPACT:

The FY 2020/21 budget would need to be amended to authorize the expenditure cost for the Housing Specialist position as the City would receive funding on a reimbursement basis for the Homeless Services Liaison. The authorized grant amount is $123,770 per year and would be funded through the Gateway Cities Council of Governments (GCCOG), which would cover the fully burdened cost of the position.

ATTACHMENT(SL

1. Professional Services Agreement Dated October 7, 2020

2. Housing Specialist Costing inforrpation

3. Housing Specialist Job Description

1. Homeless Services Liaison: Cities of Bell, Maywood, Cudahy and Commerce Budget: $123,770.

Description: Under the four cities (Bell, Maywood. Cudahy and Commerce) supervision, one dedicated Homeless Services Liaison will work closely, participate, organize and engage local non-profits, schools, libraries, and city departments to identify issues and needs around homeless issues and concerns. We are committed to helping homeless individuals or those who are at risk of becoming homeless by referring each to a city department or an organization that will assist end their homeless needs. City of Bell will take the lead and hire the Homeless Services Liaison.

Key ActivitiesPerformance MetricsTimelinePlanned Outcomes

4.1 Engaging and
educating City
departments,
schools, and
nonprofits to
increase county
services for people
experiencing and
at risk of
homelessness
Individual will engage
and educate libraries,
schools, and non
profits within the cities
about services and
resources.

Individual will
participate in various
trainings.
3 resource
trainings
per
quarter
An increase of
referrals from
city
departments
for individuals
who are
homeless or
at risk of
homelessness

4.2 Individual will
participate,
organize and
engage local non
profits, city
departments to
identify issues and
needs around
homeless issues
and concerns
Documentation,
meetings, sign in
sheets, agendas,
summary report
Quarterly reports
Commencing within
30 days of hire.

Better communication
amongst county, city,
nonprofit services in
addressing
homelessness in the city
of Bell, Commerce,
Maywood and Cudahy

4.3 Increase
community
education of
resources through
social media to
prevent and end
homelessness
Have homeless
resources through city
websites, Facebook,
Instagram, etc, with
accurate and updated
information.

By December 2020,
social media will be
completed and
updated/
Weekly updates
throughout year
A special media
resources website/
platform available to the
communities,
businesses, and
residents regarding
resources available
throughout 4 cities

HOMELESS SERVICES LIASON

PROGRAM BUDGET

STAFFING COST
PositionPTE/12 MonthsRateHoursTotal
Housing Specialist1.0/12 Months53.562080$109,326
Additional Costs for Housing
Specialist Cell Phone:
$1,500
Technology (Computer,
equipment): $2,500
Office Supplies: $5,000
Office Space: $5,444
($2.31 X 200 sqf)
$14,444
TOTAL$123,770

Full Cost for the Housing Specialist-Grant Funded Position:

Annual Salary: $72,673.20 (Step B- $6,053.10)
CalPERS: $11,270.39 (15.516%)
Health Benefits: $15,945.36*
Vision: $309.36
Dental: $1,467.72
Bilingual Pay: $2,100
FICA Tax: $4,505.74 (6.2%)
MEDI Tax: $1053.76 (1.45%)
Sub Total Salary & Benefits: $109,325.53
Additional Costs:

Cell Phone: $1,500
Technology (Computer, equipment): $2,500
Office Supplies: $5,000
Office Space: $5,444 ($2.31 X 200 sqf)
Sub-Total additional cost: $14,444
Total Estimated Costs: $123.769.53
*(Average Kaiser Plan monthly cost $664.39)

CLASSIFICATION SPECIFICATION

CITY OF BELL

HOUSING SPECIALIST

DEFINITION
Performs a variety of field and office duties related to implementation and maintenance of affordable housing programs; develops promotional materials; and performs related work as required.

SUPERVISION RECEIVED AND EXERCISED
Receives direction from higher level supervisory and management staff.

ESSENTIAL DUTIES
Duties may include, but are not limited to, the following:
• Conduct initial and annual Interviews with homeowners; determine initial and ongoing eligibility for affordable housing programs; manage the assigned caseload and develop and maintain accurate and up-to-date manual and automated case files.

Conduct briefing sessions for qualified applicants from a broad spectrum of socio economic backgrounds, interpret and explain rules, regulations, policies and procedures.
interpret and apply pertinent provisions of program rules and regulations and counsel applicants on same; evaluate conformance with established rules and regulations and take corrective action regarding violations.

Review ownership documents for accuracy and sufficiency and ensure the documents are in accordance with Federal and State rules and regulations and local policies and procedures.

Coordinate with the Community Development/Building Department to conduct initial Inspection of dwellings against Housing Quality Standards; advise owners of deficiencies; coordinates re-inspectlon of dwellings as applicable.

Solicit bids from qualified contractors to perform the housing rehabilitation projects; analyze bids and prepare bid comparison and estimates; work with applicant to select contractor; prepare contracts and coordinate with contractor to perform the work.

Gather and analyze data and prepare maintain and submit accurate, concise and understandable narrative and statistical reports.

city of Bell
Classification Specification
Housing Specialist
Ensures program activities are in compliance with Federal, State, and local laws, regulations, codes and guidelines.

Assists in development of the budget for assigned program area; monitors budget expenditures and provides recommendations on how to resolve any variances.

Determines the necessary materials, equipment and staffing needed to implement program activities.

Undertakes program marketing activities by developing flyers, calendars, newsletters, and other promotional materials to inform the residents.

Works with community groups and residents in the development and coordination of the program;
Prepares financial reports related to program participation and revenues.

Coordinates program activities with other government and community agencies.

Monitors and evaluates the effectiveness of the existing program, and recommends improvements or modifications.

Promotes safety In working and living environments.

Performs related duties as assigned.

QUALIFICATIONS GUIDELINES
To qualify for this position, an Individual must possess a combination of experience, education, and/or training that would likely produce the knowledge and abilities required to perform the work. A desirable combination of qualifications Is described as follows:

Education;
High School Diploma or GED. An Associate Arts Degree or a Bachelor's of Arts Degree is desirable.

Experience;
One year of work experience in a housing rehabilitation or other Community Development Block Grant (CDBG) program or case management program or a closely related environment.

Experience with Los Angeles County Community Development Commission (LACDC) programs, computer system and processes is highly desirable.

REQUIRED KNOWLEDGE. SKILLS AND ABILITIES
Knowledge of;
• Government housing rules and regulations, effective interviewing, and negotiation techniques; and case management techniques.

City of Bell
Classification Specification
Housing Specialist
• Licensing requirements for contractors working on CDBG funded projects. • LACDC and City bidding requirements.
• City purchasing processes.
• Operational characteristics of equipment and materials used in assigned program area. • Principles; practices, methods, techniques and service delivery needs for assigned program area.
• Principles and practices of program administration Including budgeting. • Principles, practices, methods, techniques, procedures, and service delivery needs related to the program area to which assigned.
• Community demographics.
• Safety principles and practices. Including basic first aid and health/hygiene. • Principles of complex record keeping.
• Modern office practices, methods and computer equipment Including specialized applications.
• Business arithmetic and basic statistical techniques. • Methods and techniques of providing quality customer service to City staff and members of the public.
• Applicable Federal, State and local laws, regulations, codes and guidelines related to the program area and facilities to which assigned.

Ability to;
• Manage a heavy case load.
• Apply and explain program rules, regulations, policies, and procedures. • Work effectively with frequent Interruptions.
• Read a variety of reports and determine the needs of each individual project. • Obtain three bids for each project, prepare bid comparisons, create and execute contracts.
• Process invoices, apply account codes, ensure payment Is made to contractors. • Plan, coordinate and implement assigned program.
• Evaluate assigned program effectiveness and make adjustments as needed. • Effectively interact with homeowners from diverse ethnic and socio-economic backgrounds.
• Prepare budgets and reports on program activities.

City of Bell
Classification Specification
Housing Specialist
• Maintain and update a variety of files and records.
• Organize own work, set priorities and meet critical time deadlines. • Operate modern office equipment including computer equipment and specialized software applications programs.
• Use tact, initiative, prudence and independent judgment within general policy, procedural and legal guidelines.
• Maintain open communication and foiiow-up with contractors. • Enter and retrieve data from a computer with sufficient speed and accuracy. • Communicate clearly and effectively, both verbally and in writing in both English and Spanish.
• Understand and follow oral and/or written policies, procedures, and instructions. • Establish and maintain effective working relationships with those contacted in the course of work.

LICENSE. CERTIFICATE. AND REGISTRATION REQUIREMENTS:

Must possess and maintain a valid California Class C driver's license and a satisfactory driving record. Individuals who do not meet this requirement due to a disability or personal choice, will be reviewed on a case by case basis.

PHYSICAL AND MENTAL REQUIREMENTS
Mobility - work in a standard office and recreational facility setting, use standard office equipment, including a computer; frequent sitting for extended periods; frequent walking; occasional pushing/pulling; occasional bending, kneeling, squatting and crawling. Lifting - occasional lifting up to 50 pounds. Vision - constant use of good overall vision for reading/close up work; frequent use of color perception and eye/hand coordination; occasional use of depth perception and peripheral vision. Dexterity - frequent repetitive motion from writing and using a computer keyboard; frequent grasping, holding and reaching.

Hearing/Talking - frequent hearing/talking to others on the telephone and in person; occasional hearing of faint sounds. Emotionai/Psvchoiogical - frequent decision making and concentration; occasional public contact; occasional working alone.

WORKING CONDITIONS
Employees may be required to work various day and evening shifts, as assigned. Work is performed in an office and/or recreational facilities environment or outdoors in a variety of weather and temperature conditions with moderate noise levels, and no direct exposure to hazardous physical substances, incumbents are required to wear appropriate attire for the

city of Bell
Classification Specification
Housing Specialist
work activity to which they are assigned. Employees may Interact with upset staff and/or public and private representatives In Interpreting and enforcing departmental policies and procedures.

GATEWAY CITIES COUNCIL OF GOVERNMENTS

PROFESSIONAL SERVICES AGREEMENT
WITH

CITY OF BELL FOR IMPLEMENTATION OF

THE GATEWAY CITIES INNOVATION PLAN

This Professional Services Agreement (“Agreement”) is made and effective as of January 1 , 202 2 (“Effective Date”), by and between the Gateway C ities Council of Governments, a California joint powers authority, (“GCCOG”) and City of Bell, a California municipal corporation (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

I. TERM
The initial term of this Agreement shall commence on January 1, 2022 and shall remain and continue in effect until June 30, 2022. Unless the GCCOG gives written notice to Consultant that it will not renew this Agreement, this Agreement will automatically renew on July 1, 2022 for a term through June 30, 2023 (“Extended Term”), unless sooner terminated pursuant to the provisions of this Agreement.

II.

SERVICES
Consultant shall perform the services described and set forth in Exhibit A, attached hereto and incorporated herein as though set forth in full (“Services”). Consultant shall complete the Services according to any schedule of performance set forth in Exhibit A. To the extent that Exhibit A is a proposal from Consultant and contains provisions inconsistent with this Agreement, the provisions of this Agreement shall govern.

III. PERFORMANCE
Consultant shall at all times faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement.

IV. GCCOG MANAGEMENT

GCCOG’s Executive Director or designee shall represent GCCOG in all matters pertaining to the administration of this Agreement , including review and approval of all products submitted by Consultant.

V. PAYMENT
A. GCCOG agrees to pay Consultant monthly based upon actual time spent on the above tasks. This amount shall not exceed One Hundred Sixty-Six Thousand Six Hundred S ixty-Seven dollars ($166,667.00) for the Initial T erm and Three

Hundred Thirty -Three Thousand Three Hundred Thirty -Four dollars ($333,334.00) for the Extended Term of the Agreement unless additional payment is approved as provided in this Agreement.

B. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by GCCOG’s Executive Director or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by GCCOG and Consultant at the time GCCOG's written authorization is given to Consultant for the performance of said services.

C. Consultant will submit invoices monthly for actual Services performed. Payment shall be made within thirty (30) days of receipt of each invoic e as to all non - disputed fees. If GCCOG disputes any of Consultant's Services or fees , it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. Any final payment under this Agreement shall be made within forty -five ( 45) days of receipt of an invoice therefor.

VI.

SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
A. GCCOG may at an y time, for any reason, without cause, suspend or terminate this Agreement, or any port ion hereof, by serving upon Consultant at least ten (10) days ’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If GCCOG suspends or terminates a portion of this Agreement , such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, GCCOG shall pay to Consultant the actual value of the Services performed up to the time of termination, unless GCCOG disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this Section, Consultant will submit an invoice to GCCOG pursuant to Section V.

VII.

DEFAULT OF CONSULTANT
If GCCOG determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, GCCOG shall serve Consultant a written notice of the default. Consultant shall have seven (7) days after service of said notice to cure the default. In the event that Co nsultant fails to cure the default within such period of time or fails to present GCCOG with a written plan for the diligent cure of default if such default cannot be cured within seven days, GCCOG shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement.

VIII. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate re cords with respect to tasks , costs, expenses, receipts, and other such information required by GCCOG that relate to the performance of S ervices under this Agreement . Consultant shall maintain adequate records of S ervices provided in sufficient det ail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of GCCOG or its designees at reasonable times to suc h books and records; shall give GCCOG the right to examine and audit said books and records; shall permit GCCOG to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of GCCOG and may be used, reused, or otherwise disposed of by GCCOG without the permission of Consultant. With respect to computer files, Consultant shall make available to GCCOG, at the Consultant's office and upon reasonable written request by GCCOG, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to GCCOG all right, title, and interest, including any copyright, in and to the documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the S ervices under this Agreement.

IX.

INDEMNIFICATION AND DEFENSE
A. Indemnity
To the fullest extent permitted by law, Consultant shall indemnify and hold harmless GCCOG and any and all of its officials, officers, employees, agents, and/or volunteers (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney ’s fees and c osts, caused in whole or in part by the acts, errors, or omissions of Consultant, its officers, agents, employees, or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) in the performance of S ervices under this Agreement.

B. Duty to Defend
In the event GCCOG, its officials, officers, employees, agents, and/or volunteers are made a party to any claim, action, lawsuit, or other adversarial proceeding

(“Action”) arising from the performance of the S ervices under this Agreement, whether or not Consultant is named in such Action, and upon demand by GCCOG, Consultant shall defend GCCOG at Consultant’s sole cost, or at GCCOG’s option, to reimburse GCCOG for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense.

C. Payment by GCCOG for Services is not a condition precedent to enforcement of this section. Consultant’s duty to defend, indemnify, and hold harmless GCCOG shall not extend to GCCOG’s sole or active negligence. In the event of any dispute between Consultant and GCCOG as to whether liability arises from the sole or active negligence of GCCOG or its officials, officers, employees, agents, and/or volunteers, Consultant will be obligated to pay for GCCOG’s defense until such time as a final judgment has been entered adjudicating GCCOG as solely or actively negligent. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including, but not limited to, attorney’s fees, expert fees and costs of litigation.

X. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this Agreement.

XI. INDEPENDENT CONTRACTOR
A. Consultant is and shall at all times remain as to GCCOG a wholly independent consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all tim es be under Consultant's ex clusive direction and control. Neither GCCOG nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant 's officers, employees, or agents, except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officers, employees, or agents of GCCOG. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against GCCOG, or bind GCCOG in any manner.

B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement , GCCOG shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for GCCOG .

GCCOG shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder.

XII. LEGAL RESPONSIBILITIES
Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services

pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. GCCOG , and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failur e of Consultant to comply with this Section.

XIII. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of GCCOG in connection with the award, terms or implementation of this Agreement , including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of GCCOG has or will receive compensation, directly or indirectly, from Consultant , or from any officer, employee or agent of Consultant , in connection with this Agreement or any Services to be conducted as a result of this Agreement . Violation of this section shall be a material breach of this Agreement entitling GCCOG to any and all remedies at law or in equity.

XIV. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of GCCOG, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-a greement, or the proceeds thereof, for Services to be performed under this Agreement.

XV. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without GCCOG's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subc onsultants, shall not without written authorization from GCCOG’s Executive Director or designee, or unless requested by GCCOG’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the GCCOG. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives GCCOG notice of such court order or subpoena.

B. Consultant shall promptly notify GCCOG should Consultant , its officers, employees, agents, and/or subconsultant s be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or the GCCOG, unless the GCCOG is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informi ng GCCOG of such Discovery.

GCCOG retains the right, but has no obli gation, to r epresent Consultant and/or

be present at any deposition, hearing, or similar proceeding as allowed by law.

Unless GCCOG is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with GCCOG and to provide the opportunity to review any response to discovery requests provided by Consultant. However, GCCOG's right to review any such response does not imply or mean the right by GCCOG to control, direct, or rewrite sa id response, or that GCCOG has an obligation to review any such response or verifies any response it has reviewed.

XVI. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:

To GCCOG: Gateway Cities Council of Governments
16401 Paramount Boulevard
Paramount, CA 90723
Attention: Nancy Pfeffer, Executive Director

To Consultant: Michael L. Antwine II, City Manager
City of Bell
6330 Pine Avenue
Bell, CA 90201

XVII.

ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of GCCOG.

Because of the personal nature of the Services to be rendered pursuant to this Agreement, only the City of Bell sh all perform the Services described in this Agreement, unless otherwise agreed to by GCCOG. Upon termination of this Agreement, Consultant’s sole compensation shall be payment for actual Services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the GCCOG and Consultant. Before retaining or contracting with any subconsultant for any services under this Agreement , Consultant shall provide GCCOG with the identity of the proposed subconsultant, a copy of the proposed written contract between Consulta nt and such subconsultant which shall include and indemnity provision similar to the one provided herein and identifying GCCOG as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such

proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from GCCOG for such insurance.

XVIII. LICENSES
At all times during the term of this Agreement , Consultant shall have in full force and effect all licenses re quired of it by law for the performance of the Services described in this Agreement.

XIX. GOVERNING LAW
GCCOG and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over GCCOG.

XX. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement . All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.

XXI. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrants and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.

CONSULTANT

___________________________
Michael L. Antwine II, City Manager

GATEWAY CITIES

COUNCIL OF GOVERNMENTS

__________________________
Cinde MacGugan-Cassidy, President

ATTEST:

___________________
Nancy Pfeffer, Secretary

APPROVED AS TO FORM:

______________________
Ivy M. Tsai, General Counsel

Attachments: Exhibit A Statement of Work
Exhibit B Insurance Requirements

EXHIBIT A

City of Bell

Statement of Work for Implementation of the Gateway Cities Innovation Funds Homeless Services Liaison Project

I. Overview

Bell Shelter Additional Beds: The City of Bell will lead the prioritization of forty- two (42) low barrier crisis shelter beds at the Salvation Army Bell Shelter for shared use with eight LCA1 cities (Bell, Bell Gardens, Commerce, Cudahy, Huntington Park, Maywood, South Gate and Vernon) and two unincorporated communities in Supervisorial Districts 1 and 4.

II. Targeted Outcomes

• Provide shelter and support services to a minimum of 120 unhoused individuals annually.

• Provide additional prioritized low barrier crisis shelter bed inventory for LCA1 cities’ public safety agencies outside of regular business hours and to ensure that unhoused individuals who are willing to accept shelter can receive a local shelter placement. 10% of beds (4 beds) are emergency public safety inventory for emergency use by all participants and 36 beds are divided equally among the 8 participants (4 beds for each participant).

• 100% of unhoused individuals who are placed in a crisis shelter bed will have access to a full range of services provided at the Salvation Army Bell Shelter. Successful transfers to other programs, permanent housing placement, and support provided to other Service Planning Area (SPA) 7 agencies and regional service providers will be documented.

EXHIBIT A - Continued

III. Key Activities and Metrics

LCA1 Cities Crisis Shelter Bed Pilot Program
1 Key Activities Performance
Metrics
Timeline Planned Outcomes

1.1 Prioritize forty-
two (42) low
barrier crisis
shelter beds at the
Salvation Army Bell
Shelter for shared
use of eight LCA1
cities and two
unincorporated
communities to
address local
impacts and
provide for
emergency shelter
placements.

Provide shelter, food,
and associated
support services to
local unhoused
individuals in the
LCA1 service area.

Pilot Program
commencement
in July of 2022
through June
30, 2023.

The 42
prioritized
shelter beds are
expected to
provide shelter
and support
services to a
minimum of 120
unhoused
individuals
annually.

1.2 Provide
additional
prioritized low
barrier crisis
shelter bed
inventory for LCA1
public safety
agencies outside of
regular business
hours, to ensure
that unhoused
individuals who are
willing to accept
shelter can receive
a local shelter
placement.

Number of after-
hours public safety
placements that can
access supportive
services programs.

Reduction of
individuals remaining
unhoused in the local
community outside of
normal business
hours when a shelter
placement is not
immediately
available.

Increased acceptance of
housing and support services
by unhoused individuals
outside of regular business
hours / shelter intake hours.

Reduction of “dumping” of
unhoused individuals outside
of the Salvation Army Bell
Shelter outside of regular
business hours without
shelter approval.

Additional shelter bed
resources for LCA1 public
safety agencies outside of
regular business hours when
faced with an unhoused
individual that has been
“dumped” in the local

communities adjacent to the
Salvation Army Bell Shelter
or has wandered into the
local community searching
for shelter resources.

Improved coordination
between LCA1 public safety
agencies, the Salvation Army
Bell Shelter, and regional
service coordinators.

1.3 Improved access to
shelter support
services, including
program
orientation,
comprehensive
needs assessment,
individualized case
management,
referrals to health
care and mental
health services,
substance abuse
support, life skills
classes,
employment
support and job
referrals,
transportation
assistance, benefits
advocacy,
documentation
preparation
assistance, and
permanent housing
placement
assistance.

Number of unhoused
individuals that
receive support
services, are
transferred to other
support programs, or
receive permanent
housing placement.

All individuals who are
placed in a crisis shelter bed
will have access to the full
range of services provided at
the Salvation Army Bell
Shelter. Successful transfers
to other programs, to
permanent housing
placement, and support
provided to other SPA 7
agencies and regional service
providers will be measured.

EXHIBIT B

INSURANCE REQUIREMENTS

Without limiting Consultant’s indemnification of GCCOG, and prior to commencement of Services, Consultant shall obtain, provide , and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to GCCOG.

General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.

Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).

Consultant shall submit to GCCOG , along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of GCCOG , its o fficers, agents, employees , and volunteers.

Other provisions or requirements

Proof of insurance. Consultant shall provide certificates of insurance to GCCOG as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by GCCOG’s Risk Manager prior to commencement of performance.

Current certification of insurance shall be kept on file with GCCOG at all times during the

term of this Agreement. GCCOG reserves the right to require complete, certified copies of all required insurance policies at any time.

Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the perform ance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.

Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by GCCOG shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of pr imary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of GCCOG before the GCCOG’s own insurance or self-insurance shall be called upon to protect it as a named insured.

GCCOG’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, GCCOG has the right but not the duty to obtain the insurance it deems necessary and any premium paid by GCCOG will be promptly reimbursed by Consultant or GCCOG will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, GCCOG may cancel this Agreement.

Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the GCCOG’s Risk Manager.

Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against GCCOG, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against GCCOG, and shall require similar written express waivers and insurance clauses from each of its subconsultants.

Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the GCCOG to inform Consultant of non- compliance with any requirement imposes no additional obligations on the GCCOG nor does it waive any rights hereunder.

Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other

requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If Consultant maintains higher limits than the minimums shown above, GCCOG requires and shall be entitled to coverage for the higher limits maintained by Consultant . Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to GCCOG.

Notice of cancellation. Consultant agrees to oblige its insurance agent or brok er and insurers to provide to GCCOG with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.

Additional insured s tatus. General liability policies shall provide or be endorsed to provide that GCCOG and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.

Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to GCCOG and approved of in writing.

Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant ’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

Pass through c lause. Consultant agrees to ensure that its subconsultant s, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant . Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to GCCOG for review.

GCCOG’s right to revise specifications. GCCOG reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant , GCCOG and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.

Self-insured retentions. Any self-insured retentions must be declared to and approved by GCCOG. GCCOG reserves the right to require that self -insured retentions be

eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by GCCOG.

Timely notice of claims. Consultant shall give GCCOG prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant ’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.

AGENDA ITEM 3
City of Bell
Agenda Report
DATE: July 28, 2021
TO: Mayor and Members of the City Council
FROM: Paul Philips, City Manager
Alex Gonzalez, Special Assistant, City Manager's Office

APPROVED
BY:
juhPhillips, City Manage Paul^Phillips, City Manner
SUBJECT: Crisis Housing Agreement with The Salvation Army RECOMMENDATION:

It is recommended that the City Council:
1) Approve in form the Crisis Housing Agreement with The Salvation Army; and 2) Approve entering into negotiations for Subcontracting Agreements with surrounding cities to share the costs of the Crisis Housing beds.

The attached agreement is not the final agreement, it is a standard agreement provided by the Salvation Army that is included to initiate discussion and receive City Council guidance and support. The following issues are expected to be addressed in the final agreement. Cost sharing sub agreements with collaborating agencies to reduce the direct cost burden to the City of Bell as lead agency, clarification that City of Bell as lead and other collaborating agencies do not share in the operational responsibilities of crisis housing beds, indemnity provisions, and confidentiality provisions in relation to compliance with the California Public Records Act. The final number of beds contracted by the City of Bell as lead agency is subject to change, based on the number of collaborating agencies that agree to sign sub agreements and the availability of funding. The number of daily crisis shelter beds that are needed by the City of Bell to directly support homeless outreach services is dynamic and ranges from ten beds on the high end to three beds at the low end. As it is difficult for homeless outreach staff and coordinating police staff to convince unhoused individuals to accept temporary housing and support, it is critical that a flexible shared inventory of crisis shelter beds be available to collaborating agencies that is outside of the coordinated care system inventory to directly and immediately address the unpredictable demands of homeless outreach staff and public safety staff. These crisis housing beds are not intended to serve as unused inventory to comply with or guard against the possibility of federal court injunctions. This inventory is intended to be used to directly and immediately address homelessness in collaborating agencies as a supplement to the coordinated care system, as the coordinated care system does not always provide an available bed in the moment when an unhoused individual agrees to seek assistance.

BACKGROUND:

The City of Bell is a participant in the regional Coordinated Care system that provides crisis housing beds for all of Los Angeles County under the coordination of Los Angeles Homeless Services Authority (LAHSA). For unhoused individuals within the Bell City limits to receive crisis housing and the attendant services that accompany crisis housing such as: drug and alcohol counseling, health care and mental health services, employment services, benefits advocacy and permanent housing placement, the City's homeless liaison must request assistance from LAHSA and be assigned an open shelter bed from the coordinated care system. Without an available bed in the coordinated care system, unhoused individuals in the City of Bell are not able to receive shelter, experience significant barriers to receiving services, and remain unhoused. The countywide coordinated care system faces a demand level for crisis shelter beds that is not met with the existing countywide inventory, as most cities do not provide shelter beds within their city limits.

The Salvation Army Bell Shelter is located within the city limits of the City of Bell and the shelter receives unhoused residents from the regional coordinated care system throughout Los Angeles County. The Bell Shelter is one of the largest shelters in the nation, and the shelter provides a significant portion of the region's crisis housing beds. The greater Salvation Army Bell Shelter complex provides a variety of supportive services and housing options; crisis housing beds are only one segment of the critical regional resources that the Salvation Army provides in the City of Bell. The crisis housing beds at the Bell Shelter are assigned through contracts with regional agencies such as LAHSA and contracts with other cities. Existing contracts provide the operations revenue for the Bell Shelter, and without these contracts the shelter would not be able to operate.

The City of Bell does not currently have a contract for crisis housing beds at the Bell Shelter.

Therefore, the City's only resource to serve unhoused individuals is the overburdened coordinated care system, which limits the City's ability to directly address local homelessness issues.

DISCUSSION:

The City of Bell and the cities surrounding the Bell Shelter face a disproportionate homelessness impact. Unhoused individuals that are transported to the Bell Shelter from the greater region and do not successfully take advantage of the services provided at the Bell Shelter or refuse to conform to the rules of the Bell Shelter increase the unhoused population in the surrounding communities and in the adjacent Los Angeles River channel. The Gateway Cities Council of Governments provided Measure H innovation funding in 2020-2021 for the City of Bell to be the lead agency in hiring a Homeless Liaison for the cities of Bell, Commerce, Cudahy, and Maywood to cooperatively address the disparate homelessness impact in the area. The work of the homelessness liaison has been critical in addressing issues within the surrounding communities, but without a secure inventory of crisis housing beds the challenges in the area are difficult to address. As a recognition of the unique impacts of homelessness in the local area around the Bell Shelter, the attached agreement would provide a secure source of crisis housing beds that the surrounding communities can access in addition to the coordinated care system. If the City Council approves this agreement in form. City staff will initiate negotiations with the cities of Commerce, Cudahy, and Maywood to sign cost sharing agreements for these crisis housing beds.

Based on the negotiations, other surrounding communities may also be invited to share the costs of this crisis housing beds agreement and the homeless liaison that is funded through December of 2021 to coordinate for the group of local cities that choose to participate. As the issue of homelessness is difficult to address and the existing shelter bed inventory is limited, it is expected that additional cities may choose to join the existing four city cooperative to improve local response as a supplement to the coordinated care system if this agreement is approved.

FISCAL IMPACT:

This agreement is not budgeted. It is critical that this agreement be approved in form before negotiations for cost sharing commence with surrounding cities so that the beds are not offered to another regional agency or city. There is a high demand for these beds, and any delay in responding to this opportunity will result in the loss of these beds to another agency or city. The total cost of the agreement to the City of Bell will be determined in the future by the cost sharing sub-agreements that are signed with surrounding communities. The final crisis housing agreement and cost sharing sub-agreements will be provided at a future City Council meeting after negotiations are completed and participating communities determine their crisis shelter bed needs. Funds are available in the next three years for these crises shelter beds through Bell Community Housing Authority funds and upcoming local homelessness funds from the California Comeback Plan that Governor Newsom signed on July 19, 2021. Long term funds for homeless services can be achieved through reorganization of the Bell Community Housing Authority operations and assets.

ATTACHMENTS:

1. Crisis Housing Agreement

AGREEMENT
THIS AGREEMENT ("Agreement") is made by and between (1) The Salvation Army, a California corporation, located at 16941 Keegan Avenue, Carson, CA 90746 and designated by Federal Employer Identification Number 94-1156347 ("TSA"), acting through its Bell Shelter; and (2) The City of Bell ("Collaborator"). (Collectively, TSA and Contractor shall be referred to as "the Parties," and either individually shall be a "Party.") WHEREAS TSA and Collaborator have identified substantially similar goals to serve the community in which they both currently operate; and
WHEREAS TSA and Collaborator wish to continue to work separately toward those goals but could each benefit by the coordination of certain services; and
WHEREAS Collaborator represents to TSA that the information indicated applies to Collaborator:

Type of Entity: □ Individual
□ Sole proprietorship
□ Corporation, O nonprofit □ for profit
organized under the laws of the State of
□ Partnership
organized under the laws of the State of
S Government Agency
Employer Identification Number:

NOW THEREFORE, the Parties hereto agree as follows:

1. Scope of Services. TSA and Collaborator will work together as they determine possible, each in its individual discretion and subject to the terms and conditions of agreements, as well as the applicable federal, state, and local laws and regulations that govern the Parties' individual operations. TSA shall provide the services described in Exhibit A, and Collaborator shall provide the services described in Exhibit B, both attached hereto and made a part hereof as though set forth in full.

2. No Partnership. No Joint Venture. No Emplovment. Each Party represents that does not intend to create a partnership or joint venture and the Parties agree that nothing in this agreement shall be construed to create a partnership or joint venture between the Parties. Each Party is providing services separately for the community, as more particularly described below, and not as an employee or agent of another Party. Each Party shall be wholly responsible for its own work, which is neither directed by nor under the control of any other Party.
a. Employees furnished by either Party ("Furnishing Party"), if any, shall be deemed solely those of Furnishing Party and under Furnishing Party's exclusive control. Furnishing Party shall assume exclusive responsibility (i) for payment of the salaries or wages of said employees, and (ii) to satisfy any legal obligations or reports relating to their employment, including but not limited to Social Security, unemployment insurance, workers' compensation, federal or state tax- withholding requirements, tax obligations, and any related reporting requirements. b. All employees of the Parties shall be bound by this Agreement. Neither Party nor its employees shall be entitled to workers' compensation, employee medical-plan benefits, or any other employment benefits that the other Party provides to its regular, full-time employees.

Last updated 04/11/2014; v. 1 .00

c. The Parties expressly represent and warrant to each other that: (1) each Party is not and shall not be construed to be an employee of the other, that the Parties' status shall be that of independent contractors, and that each Party is solely responsible for its actions and inaction; (2) each Party shall act solely as an independent contractor, not as an employee or agent of the other; and (3) neither Party is authorized to enter into contracts or agreements on behalf of the other Party or to otherwise create obligations of the other Party of any kind to third parties.

3. Term of Contract. The term of this contract shall be from August 1, 2021 to June 30, 2022. Notwithstanding the foregoing, this Agreement may be terminated at the convenience of either Party on thirty (30) days' written notice to the other Party. On termination, each Party shall cease to perform any additional services.

Termination shall not provide cause to give either Party a claim for damages for work to be performed after the time that notice of termination is served.

4. Compensation and Pavment. The Parties agree that payment for the performance of services rendered by TSA under this Agreement shall be at the rate of $60 per bed night for 40 beds during the Term, which covers a total of 334 days. The maximum compensation payable under this agreement shall be $801,600. TSA will submit a monthly invoice to Collaborator for payment in arrears for the prior month.

5. Indemnification and Legal Compliance.
a. Each Party (the "Indemnifying Party") shall indemnify, hold harmless, and, at the request of the other Party, defend the other Party (the "Indemnified Party") from and against any and all claims, losses, liabilities, penalties, costs, and expenses, including reasonable attorneys' fees, established by judgment, alternative-resolution award, or determination of any administrative or regulatory body asserting authority over either Party or the subject matter of this Agreement, arising from (a) any material breach of any provision of this Agreement or (b) the negligence or willful misconduct in the performance of obligations hereunder by the Indemnifying Party or any employee, agent, or other representative of the Indemnifying Party.
b. The provisions of this Section 5 shall survive the expiration or termination of this Agreement with respect to any claims or liability arising prior to such expiration or termination. c. Each Party agrees, represents, and warrants to the other that it will abide by any and all laws, regulations, or other legal requirements applicable to its performing this Agreement. Each Party represents and warrants that it is not debarred or suspended from contracting with any government entity, and each Party will inform the other within five days if it becomes so. Each Party will notify the other within five days if it becomes subject to an investigation regarding its compliance with any laws, regulations, or other legal requirements applicable to its performance of services under this Agreement.

6. Insurance.
a. TSA shall obtain and maintain throughout the term of this Agreement policies of insurance as required by law and described more particularly below:

S Commercial General Liability insurance; said policy shall be written with limits no less than $1,000,000 per occurrence and $1,000,000 general aggregate.

S Business/Commercial Automobile Liability insurance; said policy shall be written with a combined single limit no less than $1,000,000.
^ Worker's Compensation insurance shall be written with limits in conformity with the laws of the state in which services are performed.

S Professional Liability insurance; said policy shall be written with limits no less than $1,000,000 per claim.