Bell City Council
August 23, 2023

Agenda

Regular Meeting of the

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

Wednesday, August 23, 2023

6:00 P.M. CLOSED SESSION
7:00 P.M. OPEN SESSION

BELL COMMUNITY CENTER
6250 PINE AVENUE, BELL CA 90201

Fidencio J. Gallardo
Mayor

Ana Maria Quintana Monica Arroyo
Vice-Mayor Council Member

Alicia Romero Ali Saleh Council Member Council Member

Welcome to the City Council Meeting

The Bell City Council and staff welcome y ou. 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 month at 7:00 p.m., Bell Community Center, 6250 Pi ne Avenue. For more information, you may call City Hall during regular bus iness hours 8:00 a.m. to 4:00 p.m., Monday through Friday at (323) 588-6211 Extension 2615.

City Council Organization

There 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 Cit y of Bell. City C ouncil members are like you, concerned residents of the comm unity who provide guidance in the operation of your City.

Addressing the City Council

If 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. Pl ease submit the completed card to the City Clerk prior to the meet ing. 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

The City of Bell, in comp lying with the Americans wit h Disabilities Act (ADA), request individuals who require special a ccommodation(s) to access, attend, and or participate in a City meeting due to di sability. 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 Membe
rs of the Bell City Council

Compensation for the members of the Bell City Council is $673 a month. In accordance with Government Code Se ction 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
August 23, 2023

REGULAR JOINT MEETING OF THE

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

August 23, 2023

6:00 P.M. Closed Session Meeting
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, Romero, Saleh, Quintana, and Gallardo

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) CONFERENCE WITH REAL PROPERTY NEGOTIATORS (Pursuant to Government Code section 54956.8)
Property: 5390 Rickenbacker Road, Bell CA 90201
Agency negotiators: Michael L. Antwine II (City Manager), and Dave Aleshire (City Attorney)
Negotiating parties: To be Determined

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 calls 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, August 23, 2023. 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
August 23, 2023
Reconvene Regular City Council Meeting

Call to Order

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

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

a. Certificate of Recognition to Mi SELA Latino Equality Alliance b. Los Angeles Community College District (LACCD) Presentation

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 the Public Hearing(s) to receive public testimony only on the item(s) listed under this section.

1. Second (final) extension of a moratorium prohibiting the establishment of new (or relocation of) medical uses within the C-3 (Heavy Commercial) zone. (Council)

Recommendation: It is recommended that the City Council read by title only, waive further reading and introduce Ordinance 1281 titled:

AN URGENCY ORDINANCE OF THE CITY OF BELL,
CALIFORNIA, EXTENDING UR GENCY ORDINANCE NO. 1277,
WHICH ESTABLISHED A 10 MONTH AND 15-DAY

Meeting of the
Bell City Council and Related Agencies
August 23, 2023

TEMPORARY MORATORIUM ON THE ESTABLISHMENT OR

RELOCATION OF MEDICAL AND DENTAL CLINICS WITHIN
THE C-3 ZONES FOR AN ADDITIONAL YEAR, AND

DECLARING THE URGENCY THEREOF

Business Session

2. Approve an agreement with Willdan to conduct a Development Impact Fee Study. (Council)

Recommendation: It is recommended that the City Council approve and authorize the City Manager to execute the agreement and all documents necessary on behalf of the City with Willdan to conduct a Development Impact Fee Study.

3. Consideration to approve a new Non-Exclusive Franchise Agreement for Tow Truck Services with Mr. C’s Towing. (City Council)

Recommendation: It is recommended that the City Council approve a new Non-Exclusive Franchise Agreement for Tow Truck Services with Mr. C’s Towing for five (5) years.

4. Consideration to approve a new Agreement with CM Simple Janitorial LLC for janitorial services. (City Council)

Recommendation: It is recommended that the City Council approve a new Agreement with CM Simple Janitorial LLC for professional janitori al services for three (3) years, with two (2) one-year extensions at the sole discretion of the City.

5. Consideration to approve Amendment No. 2 with Tierra West Advisors for Successor Agency Administrative Services. (City Council)

Recommendation: It is recommended that the City Council approve Contract Amendment No. 2 with Tierra West Advisors for Succ essor Agency Administrative Services not exceeding $36,000 and extend the agreement term.

6. Approve an Agreement with Willdan E ngineering for the Community Development Block Grant (CDBG) Program Implementation and Administration Assistance Services for one (1) year, with two (2) one-year extensions. (City Council)

Recommendation: It is recommended that the City Council approve an Agreement with Willdan Engineering for the Community Development Block Grant (CDBG) Program Administration Services in the amount of $42,679.

7. American Rescue Plan Act (ARPA) Quarterly Report (Status Update #2). (City Council)

Recommendation: It is recommended that the City Council receive and file this report.

8. Approve an RFP award agreement with Aztec Telecom, Inc. to Purchase and install a Microwave Radio Antenna Link System; to be funded by the 2020 State Homeland Security Grant Program (SHSGP). (City Council)

Recommendation: It is recommended that the City Council authorize the City Manager to execute an agreement with Aztec Telecom, Inc., awarding the Microwave Radio Antenna

Meeting of the
Bell City Council and Related Agencies
August 23, 2023
Link project as the most responsive RFP bid for the installation of the Microwave Link Radio Antenna between City of Bell and the City of Montebello regional ICI communications Hub.

9. Approve the sub-lease Agreement with Crown Castle Fiber, LLC., in the amount of $7,800.00 per year for a five-year period totaling $39,000.00, for the use of space on the Monopole behind City Hall to attach a Microwave Radio Antenna Link. (City Council)

Recommendation: It is recommended that the City Council authorize the City Manager or his designee to enter into a five-year lease agreement with Crown Castle Fiber, LLC., in the amount of $7,800.00 per year for a total of $39,000.00 to provide space on their leased cell tower monopole for the installation of the Microwave Radio Antenna Link system. The lease cost will be reimbursed by the 2020 SHSGP Award.

10. Approve the sub-lease Agreement with the City of Montebello in the amount of $6,000.00 per year for a five-year period totaling $30,000.00, for the use of space on the Monopole behind City Hall to attach a Microwave Radio Antenna Link. (City Council)

Recommendation: It is recommended that the City Council authorize the City Manager to enter into a five-year lease agreement with the City of Montebello in the amount of $6,000.00 per year for a total of $30,000.00 to provide space on their leased cell tower monopole for the installation of the Microwave Radio Antenna Link system. The lease cost will be reimbursed by the 2020 SHSGP Award.

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 11 through 16.

11. It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2023-60 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
BELL AMENDING THE CITY’S RECORDS RETENTION
SCHEDULES AND RESCINDING RESOLUTION 2014-51

12. It is recommended that the City Council read by title only, waive further reading and adopt the following resolutions:

1. RESOLUTION NO. 2023-61 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL ADOPTING AND RE-ESTABLISHING THE FISCAL YEAR 2023- 24 ANNUAL LEVY RATE TO MEET THE CITY OF BELL GENERAL
OBLIGATION BONDS, SERIES 2018A AND SERIES 2018B.

2. RESOLUTION NO. 2023-62 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL ADOPTING AND RE-ESTABLISHING THE FISCAL YEAR 2023- 24 RATE OF ANNUAL VOTER-APPROVED PROPERTY TAX OVERRIDE TO FUND PENSION AND OTHER RETIREE OBLIGATIONS.

Meeting of the
Bell City Council and Related Agencies
August 23, 2023

13. It is recommended that the City Council read by title only, waive further reading and adopt Resolution 2023-63 titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL AMENDING THE FORTHWITH LIST TO ADD ELEVEN
ADDITIONAL VENDORS AND RESCIND RESOLUTION 2019-60

14. Approve the Claim Release and Mutual Settlement Agreement of $2,900,000.00 for property loss and damages at 4500 Gage Avenue and authorize the City Manager to execute the Agreement with Lexington Insurance Company. (City Council)

15. It is recommended that the City Council:

1. Read by title only, waive further reading and adopt Resolution No. 2023-64 titled:

“A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

BELL ACCEPTING THE CITYWIDE TREE PLANTING AT

VARIOUS LOCATIONS PROJECT AS COMPLETE AND

AUTHORIZING STAFF TO PREPARE AND FILE THE NOTICE OF

COMPLETION WITH THE LOS ANGELES COUNTY
RECORDER”; and

2. Authorize staff to release all retained funds thirty-five (35) days after the filing of the Notice of Completion.

16. General Warrants, Successor Agency to the Bell Community Redevelopment Agency and Community Housing Authority Warrants dated August 23, 2023. (Council/Successor Agency to the Bell Community Redevelopment Agency/Bell Community Housing Authority).

Pending Items – None

Next Regular Meeting, Wednesday, September 13, 2023

I, Angela Bustamante, City Clerk of the City of Bell, certify that a true, accurate copy of the foregoing agenda was posted August 19, 2023 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

August 23, 2023

6:00 P.M. Closed Session
7:00 P.M. Regular Session

INDEX

Agenda Category Item Number Page Numbers

CLOSED SESSION a

AGENDA & INDEX 1-8

PUBLIC HEARINGS 1 9-20

BUSINESS SESSION 2 21-53
3 5 4 - 5 5
4 5 6 - 1 3 6
5 137-173
6 174-244
7 245-255
8 256-257
9 258-261
10 262-263

CONSENT CALENDAR 11 264-337
12 338-355
13 356-367
14 368-377
15 378-382
16 383-546

01135.0005/907564.1 Page 1
City of Bell
Agenda Report
DATE:

August 23, 2023
TO: Mayor and Members of the City Council
FROM: Manuel Acosta, Community Development Director

PREPARED
BY: Jason Garcia, Assistant Planner, Planning Division APPROVED Michael L. Antwine II ( e-signature)
BY: ________________________________________
Michael L. Antwine II, City Manager
SUBJECT: Second (final) extension of a moratorium prohibiting the establishment of new (or relocation of) medical uses within the C-3 (Heavy Commercial) zone RECOMMENDATION:

It is recommended that the City Council read b
y title only, waive further reading and introduce
Ordinance 1281 titled:

AN URGENCY ORDINANCE OF THE CITY OF BELL,
CALIFORNIA, EXTENDING UR GENCY ORDINANCE NO. 1277,
WHICH ESTABLISHED A 10 MONTH AND 15-DAY

TEMPORARY MORATORIUM ON THE ESTABLISHMENT OR

RELOCATION OF MEDICAL AND DENTAL CLINICS WITHIN
THE C-3 ZONES FOR AN ADDITIONAL YEAR, AND

DECLARING THE URGENCY THEREOF
BACKGROUND:

On Septe m
ber 14, 2022, the City Council declared a 45-day Citywide moratorium on the establishment of new (or relocation of) existing medical & dental uses in the C-3 (Heavy Commercial) zone and directed staff to review the current development standards for medical facilities, survey development standards for medical facilities in other cities, and to review the number business licenses issued and closed for medical-related uses within the last three years.

Given that medical/dental offices are permitted to use by-right under the current Zoning Code regulations, it has led to the proliferation of related businesses throughout the City, including the Heavy Commercial “C3” zone. The C3 zone plays a critical role in the City's economic development as its land use designations are geared to allow primarily for retail-oriented commercial uses. This has prompted staff to review the development standards and see how medical facilities would play a role in developi ng the City’s New Bell District Specific Plan, developed in 2022.

On October 26, 2022, the City Council declared an extension to the Citywide moratorium set to expire September 7, 2023, to allow staff to complete researching the current development standards for medical facilities, survey development standards for medical facilities in other cities, AGENDA ITEM 1

01135.0005/907564.1 Page 2

and conduct additional research on the number of business licenses issued and closed within the last three years for medical-related uses.

ANALYSIS:

Staff researched business license records and conducted windshield surveys, phone calls, and site visits to determine the number of existing medical and dental clinics throughout the city. As part of the research, staff inquired about business hours of operation and verified whether clinics provided services on a walk-in basis, by appointment only, or required referrals. As part of the research, staff also asked whether offices consisted of specialty practices and the types of medical insurance coverage being accepted.

Additionally, staff identified the total number of medical facilities with an active license, those without a business license, and the number of businesses that closed within three years. Through this process, staff made the following findings as of August 1, 2023:
 There are a combined total of 47 medical and dental facilities throughout the City: 28 are medical clinics, and 19 are dental clinics.
 36 out of the 47 businesses have an active business license.  3 of the 47 businesses are operating with an expired business license as of January 1, 2023.
 5 new medical facilities opened in the City of Bell from 2020 to 2023, and 6 have closed within the same time frame.
 Staff identified 3 out of 47 medical facilities open for business four or less days per week.  City Staff discovered that 4 out of 47 medical facilities did not have specific hours of operation or could not be contacted when the site visit was conducted.

Medical Facilities
 19 out of 28 medical facilities have an active license.

Medical Specialties

 4 offer Primary Care as a specialty.
 1 Offer OBY/GYN as a specialty.
 1 offer General surgery as a specialty.
 2 offer Pediatrics as a specialty.
 1 offer Psychiatric help as a specialty.
 1 specializing in cardiology.
 1 specializing in dermatology.
 1 specializing in ophthalmology.
 16 specialize in body sculpting, weight loss program, chiropractic, acupuncture, and adult services with disabilities.

Dental Facilities

 18 out of 19 dental facilities have an active business license.

Through the ongoing efforts in developing the New Bell District Specific Plan, which encompasses the city’s areas with C3 zoning designation, staff has been researching how medical/dental- related uses can co-exist with retail-oriented commercial uses by satisfying the goals and policies of the General Plan.

01135.0005/907564.1 Page 3

The medical and dental clinic uses lack regulation which conflicts with several General Plan policies, including:

Land Use and Sustainability Element Policy 1. The City of Bell shall promote development and land uses consistent with the General Plan that will address the current and future needs of all residential and business sectors. The City shall ensure that future land uses comply with current zoning codes. The City’s Zoning Code and map shall also be updated to ensure conformity with the General Plan.

Land Use and Sustainability Element Policy 2. The City of Bell shall comprehensively review its zoning and development standards to ensure they meet the current needs. This review will include land use surveys, site visits to various businesses, and identifying an implementation strategy.

Land Use and Sustainability Element Policy 27. The City of Bell shall strengthen commercial and industrial uses by working with existing and prospective merchants and investors, encouraging mixed-use projects with various compatible uses, and working with the Chamber of Commerce.

Staff will continue to research necessary changes to the Zoning Code regulations during the development of the New Bell District Specific Plan to address the proliferation of medical offices in areas of the City vital to its economic development. Staff anticipates completing and adopting the New Bell District Specific Plan in the summer of 2024. Therefore, staff recommends that the moratorium be extended to ensure that the appropriate development standards are created for medical uses that will aid in achieving the goals and policies of the General Plan.

ENVIRONMENTAL REVIEW:

As the Lead Agency, the city determined that the proposed moratorium is exempt from further review under the California Environmental Quality Act (California Public Resources Code §§ 21000, et seq., “CEQA”). Section 15061(b)(3) of the CEQA Guidelines provided that CEQA only applies to projects that can potentially cause a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a substantial impact on the environment, the action is not subject to CEQA.

FISCAL IMPACT:

There will be no fiscal and/or resource impact on the City for the moratorium extension.

ATTACHMENT(S):

1. Ordinance 1281

2. Map of Existing Medical and Dental Clinics in the City of Bell

01135.0005/916317.1 1
ORDINANCE NO.

AN URGENCY ORDINANCE OF THE CITY OF BELL,
CALIFORNIA, EXTENDING UR GENCY ORDINANCE NO. 1277,
WHICH ESTABLISHED A 10-MONTH AND 15-DAY

TEMPORARY MORATORIUM ON THE ESTABLISHMENT OR

RELOCATION OF MEDICAL AND DENTAL CLINICS WITHIN
THE C-3 ZONES, FOR AN ADDITIONAL YEAR, AND

DECLARING THE URGENCY THEREOF
WHEREAS, the City of Bell (“City”) has the authority, under its police power, to enact regulations for the public peace, morals, and welfare of the City pursuant to its Charter and California Constitution Article XI, section 7; and
WHEREAS, the City has a compelling interest in protecting the public health, safety, and welfare of its citizens, residents, visitors, and businesses and in preserving the peace and quiet of the neighborhoods within the City by regulati ng the establishment and relocation of Medical and Dental Clinics (as defined in this Ordinance below) within the C-3 zones; and WHEREAS, the City is responsible for adopting and implementing land use regulations within its boundaries; and
WHEREAS, Bell Municipal Code ("BMC") Section 17.32.020 allows for dental and medical clinics as permitted uses (§§ 17.32.020(28) and 17.32.020(68)); and therefore, due to being permitted as a use by right, dental and medical clinics only require a business license in the C-3 zones; and
WHEREAS, the City has no other development standards or regulations applicable to the dental and medical clinics; and
WHEREAS, the City's permissive policy towards dental and medical clinics could result in a proliferation or oversaturation of said uses within the City and possible fraud related to Medi-Cal patients; and
WHEREAS, the over proliferation of dental and medical clinics throughout the City without due consideration presents an immediate threat to public health, safety, or welfare; and WHEREAS, Government Code Sections 36934, 36937, and 65858 expressly authorize the City Council to adopt an urgency ordinance for the immediate preservation of the public peace, health, or safety and to prohibit a use that is in conflict with a contemplated general plan, specific plan, or zoning proposal that the legislative body, planning commission or the planning department is considering or studying or intends to study within a reasonable time; and WHEREAS, on September 14, 2022, the City Council adopted Interim Urgency Ordinance
No. 1273, which imposed a temporary moratorium on the establishment of new Medical and Dental Clinics and relocation of existing Medical and Dental Clinics within the City of Bell (C-3 Heavy-Commercial Zones) (“Moratorium”), based upon immediate threats to public health, safety, and welfare, which include, but are not limited to:

01135.0005/916317.1 2

(1) Lack of economic benefit to the City or Ci ty residents, as there are minimal sales tax revenues associated with the use, few employees hired, and typical wages paid would not increase the City’s overall median income; and (2) The immediate loss of potential revenues to the City and the immediate loss of desirable commercial sites throughout the City; and
(3) Said uses are potentially inconsistent with the Bell Strategic Plan, which seeks to attract business as part of a larger economic plan and the City’s desire to address poverty or low-income status of its residents.

WHEREAS, on October 26, 2022, City Council adopted an Interim Urgency Ordinance of the City of Bell, California, enacted pursuant to California Government Code Section 65858, extending the 45-day temporary Moratorium by ten (10) months and fifteen (15) days on the establishment or relocation of medical and dental clinics within the C-3 zone city limits during the pendency of the city’s review and adoption of permanent zoning regulations for such uses; and WHEREAS, the City Council continues to be concerned that the potential over proliferation of new Medical and Dental Clinics may adversely affect the City’s economic vitality and may result in a high concentration of Medical and Dental Clinics in certain areas of the City, which can give rise to harms already noted herein, and may not be compatible with existing and potential uses of similarly zoned businesses; and
WHEREAS, as provided in the Moratorium, the City’s lack of current standards for Medical and Dental Clinics are too broad and present a current and immediate threat to the public health, safety, or welfare because they do not address issues such as the undesirable conditions created by an excessive proliferation of Medical and Dental Clinics, to include their impact on adjacent businesses, traffic, and their inconsistencies with the Bell Strategic Plan; and WHEREAS, the City Council has determined that unregulated Medical and Dental Clinics could conflict with the City’s General Plan’s objectives, including the objective that seeks to increase employment opportunities in the City or the objective seeking to ensure a , robust commercial tax base to finance public improvements and services; further, said use could also conflict with the General Plan’s land use policy 20, which provides that the City shall market the City to a variety of business opportunities; and
WHEREAS, based upon the forgoing, an extension of the Moratorium is necessary so that the City may continue to thoroughly investigate, review, study, and amend the City’s laws, rules, procedures, and fees related to the establishment of new Medical and Dental Clinics within the City; and
WHEREAS, Government Code Section 65858 expressly authorizes the City Council to adopt and extend an urgency ordinance prohibiting any uses which may be in conflict with a contemplated general plan, specific plan, or zoni ng proposal which the City Council or the City’s Planning Commission or Planning Department is considering or studying or intends to study within a reasonable time, for the immediate preservation of the public health, safety, or welfare; and WHEREAS, City staff has conducted and continues to do research on medical facilities through windshield survey and site visits to gather more information on business license status, hours of operations, and verification of any other changes that occurred from prior visits, so that

01135.0005/916317.1 3

staff has the most up-to-date information on the industry operations within the City to obtain an accurate representation of medical facilities throughout the City.

NOW, THEREFORE, the City Council of the City of Bell hereby ordains as follows:

SECTION 1. FINDINGS
Based on the foregoing preceding, both verbal and written testimony at the public hearing, including the staff report, exhibits, and any materials provided by members of the public, the City Council finds as follows:

A. The preceding recitals are true and correct and are incorporated herein by reference as if set forth in full.

B. The Moratorium is extended to prohibit the establishment of Medical and Dental Clinics for a period of one year from the expiration of the extended Moratorium date, such that the Moratorium will now expire on September 7, 2024, while the City Council, the City Planning Commission, and/or the City’s Community Development Department considers studying or intends to study the establishment of new medical and dental clinics or the relocation existing medical and dental uses in the C-3 zones.

C.

There is insufficient time for the City to adopt a regular, non-urgency ordinance applicable to these types of businesses. The Moratorium complies with applicable state law and preserves the status quo so that the City may either prohibit such uses or establish reasonable rules and regulations protecting the public health, safety, and welfare of City residents and businesses regarding the establishment of new medical and dental office uses or the relocation of existing medical and dental clinics.

D.

Without an extension of the Moratorium, the potential adverse direct and secondary effects of the establishment of new or the relocation of existing Medical and Dental Clinics present a clear and present danger to the immediate preservation of the community's public health, safety, and welfare public. Further, the potential proliferation of Medical and Dental Clinics may adversely affect the City’s economic vitality and may not be compatible with the City’s General Plan in the pursuit of mixed-use and commercial-use development along its main corridors.

E. In light of the concerns noted herein, the City Council determines it continues to be in the interest of protecting the immediate public health, safety, or welfare to extend the Moratorium by one year to allow staff time to, among other related tasks, continue and/or proceed with a comprehensive study to research and consider potential regulatory and zoning mechanisms for regulating such businesses.

F.

Until such time that staff concludes a comprehensive study, and the City Council determines whether to adopt new regulatory cont rols over medical and dental clinics, the community is in jeopardy in that such businesses could be established, which would be in potential conflict with the City’s regulatory or zoning proposals. Establishing such new businesses would defeat the intent and purpose of any potential future regulation and substantially impair its effective implementation.

01135.0005/916317.1 4

G. Based upon the foregoing, this extension of the Moratorium is necessary to ensure that adequate regulation regarding the establishment of Medical and Dental Clinics in the City is adopted to before the issuance of any new permits authorizing such activities to an extent greater than outlined in the Moratorium.

J. Based upon the foregoing, the issuance or approval of any building, planning, or other applicable entitlements for the establishment of new Medical and Dental Clinics or the relocation of existing Medical and Dental Clinics to before the staff completes its comprehensive study, would result in a current and immediate threat to the public health, safety or welfare.

Therefore, extension of the Moratorium will continue to prevent a current and immediate threat to public health, safety, and welfare.

K. Based on the medical facility definition in the Bell Municipal Code, the term “medical facility” is overbroad, and many non-medical facilities fall under the definition, and actual medical facilities make up a smaller portion of the medical facilities throughout the City. Some of these non-medical facilities are either medical supply depot, body sculpting, or a weight loss program that do not fit the same criteria in various other cities.

SECTION 2.
10-DAY WRITTEN REPORT
Per Government Code Section 65858(d), the City Council issued a written report describing the measures taken to alleviate the conditions which led to the adoption of the Moratorium.

SECTION 3. EXTENSION
At this moment, the Moratorium is extended for an additional year beyond its expiration date, such that the Moratorium will now expire on September 7, 2024, or when an ordinance supersedes the Moratorium.

SECTION 4.

URGENCY MEASURE
Based upon the forgoing, the City Council declares that this extension of the Moratorium is necessary as an urgent measure for preserving the public health, safety, and welfare of the City.

SECTION 5. SEVERABILITY
The City Council hereby declares if any provision, section, subsection, paragraph, sentence, phrase, or word of this Ordinance is rendered or declared invalid or unconstitutional by any final action in a court of competent jurisdiction or of because of any preemptive legislation, then the City Council would have independently adopted the remaining provisions, sections, subsections, paragraphs, sentences, phrases or word s of this Ordinance. As such, they shall remain in full force and effect.

SECTION 6.

CEQA COMPLIANCE
Under Section 15001 of the California Environmental Quality Act ("CEQA") Guidelines, this extension of the Moratorium is exempt from CEQA based on the following: (i) This Ordinance

01135.0005/916317.1 5

is not a project within the meaning of CEQA Section 15378 because it has no potential for resulting in physical change to the environment, either directly or indirectly and (ii) this Ordinance is also exempt under CEQA Section 15061(b)(3) since the proposed ordinance involves an extension of the Moratorium on the establishment of new Medical and Dental Clinics and relocation of existing Medical and Dental Clinics within the City of Bell and does not have the potential to impact the environment significantly.

SECTION 7.

EFFECTIVENESS OF ORDINANCE.

This Ordinance shall take effect immediately upon its adoption by a 4/5 vote, pursuant to the authority conferred upon the City Council by Government Code Sections 36934, 36937, and 65858. This Ordinance shall be effective during the Effective Period, which shall be one year following the date of the Moratorium extension and said Moratorium shall expire on September 7, 2024. Not later than ten (10) days prior to the expiration of the Moratorium, the City Council shall issue a written report describing the measures the City has taken to address the conditions which led to the adoption of the Moratorium and its extensions.

SECTION 8. PUBLICATION
The City Clerk shall certify the passage and adoption of this extension of the Moratorium and shall cause the same to be published in a manner prescribed by law.

PASSED, APPROVED, and ADOPTED as an URGENCY ORDINANCE this 23rd day of August 2023.

________________________________
Fidencio J. Gallardo, 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, do, at this moment, certify that Urgency Ordinance No. _____ was adopted by the Bell City Council at its regular meeting held on the 23 rd
day of August, 2023 by the following vote to wit:

AYES:

NOES:

ABSENT:

01135.0005/916317.1 6

ABSTAIN:

Angela Bustamante, City Clerk

01135.0005/907564.1 Page 4

01135.0005/907564.1 Page 5

01135.0005/907564.1 Page 6

City of Bell
Agenda Report

DATE: August 23, 2023

TO: Mayor and Members of the City Council

FROM: Rickey S. Manbahal, Interim Finance Director

APPROVED Michael L. Antwine II (e-signature
BY: __________________________________
Michael L. Antwine II, City Manager

SUBJECT: Approve an agreement with Willdan to conduct a Development Impact Fee Study

RECOMMENDATION:

It is recommended that the City Council approve and authorize the City Manager to execute the agreement and all documents necessary on behalf of the City with Willdan to conduct a Development Impact Fee Study.

BACKGROUND:

The City of Bell is currently evaluating and pursuing various economic development initiatives and revenue enhancement opportunities. Given the City Council’s priority of Economic Development it is anticipated that there will be opportunities for several new developments over the next few years that will attract new business and residents. These activities will have a direct impact on the City’s aging and future infrastructure needs, and the ability of existing infrastructure and facilities to accommodate new growth and development, without impacting levels of service for the existing community.

It is a Best Practice and imperative element of the city’s future Fiscal Sustainability to create Development Impact Fees; as such, staff is recommending a Development Impact Fee Study, which would identify and evaluate opportunities, and provide supporting analysis for, the establishment of a Development Impact Fees. Without a Development Impact Fee structure, the City has to rely heavily on the General Fund and limited Special Revenue funds to address infrastructure needs caused by new growth and development, such as roadways, sidewalks, public safety, utilities etc..

DISCUSSION:

During the FY 23-24 Budget discussions, the City Manager discussed several revenue enhancements recommendations. One of which was to establish a Development Impact Fee funding source to support future infrastructure needs. Staff prepared a Request for Proposal (RFP) which was issued on May1, 2023. The RFP was posted on planet-bids, the City’s website and circulated on professional organizations website. The due date for responses was May 26, 2023, the City received three (3) responses from the following firms: RCS, DTA and Willdan.

The responses were reviewed by an evaluation committee consisting of the Interim Finance Director, City Manager and Eidie Bailey (Financial Consultant). Each response was evaluated AGENDA ITEM 2

and scored by each rater based on established criteria listed in the RFP. An overall score was given to each response, followed by interviews. After reviewing responses, scores and discussion among evaluation committee, we discussed our recommendations with the City Manager and invited the selected Firm Willdan to present to City Council at the July 23, 2023 meeting.

Willdan operates nationally, they have unique experiences in numerous jurisdictions dealing with multiple challenges, including establishing Development Impact Fees for the first time. Their ability to produce studies that accommodate various options and viewpoints ensures fair-minded and sensible projects. Willdan’s methodology and approach to impact fees has proven to be effective for Cities and Counties, the development community, and the public. Utilizing focus groups, with established guidelines, during the study, fully informs the development community and the public of the justification of the impact fees, and their positive effect on community growth.

Willdan is currently engaged with the City to perform a study and evaluation of our Sewer Rate Fees and Municipal Advisory services. Additionally, Willdan’s Engineering Division is currently the City’s Engineering Division within the Public Works Department. Willdan posses’ knowledge of the organization and community, which will allow us to effectively gather data and information, as well as clarify questions.

FISCAL IMPACT:

Based upon the scope of work identified in the RFP, Willdan proposes a fixed fee of $50,100 to conduct the City’s Development Impact Fee Study.

ATTACHMENT(S):

1) Professional Service Agreement

01135.0001/914341.2 1

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

Wildan Financial Services

01135.0001/914341.2

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND

WILDAN FINANCIAL SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2023 by and between the City of Bell, a California charter city (“City”) and Wildan Financial Services (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids , the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a pro posal or bid for the perform ance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Bell Municipal Code, City has 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 t his 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 ser vices 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 go od quality as well as fit fo r the purpose intended. For purposes of this Agreement, the phrase “highest professional standards ” shall mean those

01135.0001/914341.2 2
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 prop osal 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 regulati ons 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 appr ovals 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 ar ise 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 in terest levied, assessed or i mposed 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 con sidered how the services sho uld 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 Consultant’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reason able 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

01135.0001/914341.2 3
responsible for all such damages, to persons or prope rty, 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 re spective obligations under t his 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 res ponsible 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 Scop e 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 understo od 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 cons uming 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 referen ce. The total compensation, including reimbursement for actual expenses, shall not exceed Fifty-Nine Thousand One Hundred Dollars ($59,100.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

01135.0001/914341.2 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 necessar y 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 Agre ement, 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 ex penses 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, Consultan t acknowledges and agrees th at 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 res ubmission. 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 pu rsuant to this Agreement sha ll not be deemed to waive any defects in work performed by Consultant.

01135.0001/914341.2 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 ser vices pursuant to this Agree ment 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) spec ified in the Schedule of Per formance 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, act s 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 th e 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 perfor ming the services for the pe riod 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 recov er 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 wi th Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceedi ng one (1) year(s) from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). [The City ma y, in its sole discre tion, extend the Term for 1 additional one-year term(s).]
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 represent atives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

01135.0001/914341.2 6
James Edison Managing Principal
(Name) (Title)

(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 activitie s 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 Agr eement, 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 o f 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, s hall 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 Ricky S. Manbahal, Interim Finance Director , such person as may be designated by the City Manager. 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 refe r 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 s pecified 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.

01135.0001/914341.2 7

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mod e or means by whi ch 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 suc h 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 th e City. In additi on, 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 cum ulative 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 Ser vices Office form CG 00 0 1, 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 has not been amende d. Any endorsemen t 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 in jury

01135.0001/914341.2 8
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 c ombined single li mit 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 cer tification 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 sha ll procure and ma intain 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 require d herein may be s atisfied 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 City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured.

01135.0001/914341.2 9
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specif ications 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 Appr oved 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 other wise 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, employe es 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 p rovisions (non -estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to info rm 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 li mitation 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 insure rs 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.
(j) Additional insured status . General liability policies shall pr ovide 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.

01135.0001/914341.2 10
(k) Prohibition of und isclosed 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 in surer’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 o r 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 specification s. The City reser ves 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 addition al cost to the Co nsultant, 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 it s own cost and ex pense, 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 ho ld harmless the City, its officers, employees and agents ( “Indemnified Parties ”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, los ses, 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 negli gent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or

01135.0001/914341.2 11
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 condition 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 sav e 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 co nnection 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 of ficers, 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 subcontra ctors and if it fails to do so Consultant shall be fully re sponsible 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 o r 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 ne gligence, 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 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 accepted ac counting 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

01135.0001/914341.2 12
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 access shall be provided 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 p erformance 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 proje ct 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 t his 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 as signment 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 warrant ies shall not ext end to such use, re use 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 docu ments or material s 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.

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

01135.0001/914341.2 13
information or work product to persons or entities other than City witho ut 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 pro vide 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 admiss ions or other discovery request, court order or subpoena from any party regarding this Agreement and the wo rk 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 revi ew any response t o 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 sha ll 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 sh all 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 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 h old all invoices and shall, when the default is cured, proceed with payment on the

01135.0001/914341.2 14
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 whic h 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 perf orming 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 provision 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 re medies 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.

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, t o 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

01135.0001/914341.2 15
provision herein, Co nsultant shall fi le 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 termi nation 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 six ty (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 ceas e all services he reunder 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 pro vide 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 w ith the provision s 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 stipu lated (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 entitled to attorney ’s fees shall be entitled to all other reasonable costs f or 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 wheth er or not such action is prosecuted to judgment.

01135.0001/914341.2 16
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 an y officer or prin cipal 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 sub contractor 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 r elating to the Agreement which a ffects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, in terested, in viol ation 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, religio n, sex, gender, s exual 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 duri ng employment wit hout regard to their race, 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 therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or servi ces 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

01135.0001/914341.2 17
liabilities or sanctions impose d, 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 Av enue, Bell, Calif ornia 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 th e language used a nd 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 p arties. 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 mo difications canno t 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 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 sha ll be interpreted to carry out the intent

01135.0001/914341.2 18
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 int erest 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 Sect ions 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 cons equence 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 t hing 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), o mission(s) or oth er 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 provision s of this Agreement, and (iv) th at 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]

01135.0001/914341.2 19
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

Fidencio J. Gallardo, Mayor
ATTEST:

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONSULTANT:
___________________________________
By:

Name: Robert Chris Fisher
Title: Vice President / Director
By:

Name: Rebekah Smith
Title: Assistant Secretary
Address: 27368 Via Industria, Suite 200
Temecula, CA 92590
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 o r any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CON SULTANT’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 CO NSULTANT’S BUSINESS ENTITY.

01135.0001/914341.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2023 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.

01135.0001/914341.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me o n 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 valuab le 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.

01135.0001/914341.2 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A. Conduct a comprehensive development impact fee stud y to update all of the City’s User Fees. City seeks to understand what the financial impacts of foreseeable future development will have on the City’s public services and infrastructure, and to identify potential gaps in funding for those necessary improvements. T he City desires to establish impact fees to ensure a fair and reasonable fee structure, while meeting the requirements of the California Mitigation Fee Act (California Government Code 66000 et seq). The resulting fees will fund new development’s share of p lanned facilities, while not overburdening development with unnecessary costs.
a. Conduct a comprehensive review of the City’s existing fees, rates, and charges. Meet with staff and conduct interviews as needed to gain a n understanding of the City’s processes and operations.
b. Identify the total cost o f providing each City se rvice at the lowest reasonable activity level and in a manner that is consistent with all applicable laws, statutes, rules, and regulations governing the collection of fees, rates, and charges by public entities including, but not limited to, Proposition 2 18. Costs should include General and Administrative overhead allocations to City activities.
c. Compare service costs with existing cost recovery levels. This should include service areas where the City is currently charging for services as well as areas wher e we perhaps should charge, in light of the City’s practices, or the practices of similar and/or neighboring cities. d. Prepare a report that identifies each service, its full cost, current and recommended cost recovery levels. The report should identify the cost for each service and recommend fees based on the analysis, together with the appropriate subsidy percentage for those fees where full cost recovery may be unrealistic.
e. Prepare an “Apples to Apples” Comparison between the fees charged by City selected jurisdictions and the City’s current fees. For the development processing fees only, gather the required info rmation to compare total fees that would typically be charged for specific types of projects. In other words, rather than comparing the City’s individual proposed fees to fees in other jurisdictions that may not truly be comparable, provide a comparison of the total fees that would be charged for identified project types such as a 5 -unit residential development or a 10,000 square foot commercial

01135.0001/914341.2 A-2
building. City staff will assist the selected consultant with identifying the appropriate comparisons, and the co mparisons will be limited to no more than 5 project types and 10 other jurisdictions.
f. Present the findings to the appropriate City staff stakeholde rs and make necessary adjustments, if requested.
g. Prepare and deliver a presentation, if requested, to the Bell City Council to facilitate understanding of the proposed fee updates; provide necessary adjustments, if requested, based on the feedback from the City Council. h. Provide the City with an electronic copy of the final comprehensive study, ideally with a Microsoft Excel -based fee schedule that will make it easy for City staff to manage the interim fee updates and to add any new fees added in the interim years to the fee schedule.

II. As part of t he Services, Consultant will prepare and deliver the following tangible work products to the City:

a. Information Requ est, Meeting Agenda, Revised Schedule, Summary of Policy Decisions
b. Development Growth Projections (table format)
c. Project List
d. Cost Estimates for Identified Facilities
e. Fee Comparison
f. Draft Fee Tables & Text
g. Administrative/Public Draft Report(s), Final Nexus Report, Slide Presentation

III. In addition to the requiremen ts of Section 6.2, d uring performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

a. The consultant shall provide status reports to the City no less frequently than every 4 weeks throughout the duration of this agreement, beginning after the first Project Meeting with the C ity. The City may request status reports more frequently, as needed.

i. Status reports shall include a summary of the status of each tangible work product, including anticipated deadline dates. Consultant shall keep City timely apprised of all major developments related to the Services, which may occur more frequently than the required status reports.

01135.0001/914341.2 A-3
IV. All work product is subject to review and acceptance by the City, and must be revised b y the Consultant without additional charge to the City until found satisfactory and accepted by City.

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

01135.0001/914341.2 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

01135.0001/914341.2 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

RATE TIME SUB-BUDGET
A. Identify & Consider
Fee Categories &
Policy Issues
J. Edison: $240/hr

C. Villarreal: $210/hr
16 hours

24 hours
$8,880

B. Identify Existing
Development and
Future Growth
J. Edison: $240/hr
C. Villarreal: $210/hr
6 hours
18 hours
$5,220
C. Determine Facility
Standards
J. Edison: $240/hr
C. Villarreal: $210/hr
8 hours
22 hours
$6,540

D. Determine Facilities
Needs and Costs
J. Edison: $240/hr
C. Villarreal: $210/hr
8 hours
24 hours
$6,960
E. Identify Funding and
Financing
Alternatives
J. Edison: $240/hr
C. Villarreal: $210/hr
8 hours
26 hours
$7,380
F. Comparison and
Feasibility Analysis
J. Edison: $240/hr
C. Villarreal: $210/hr
8 hours
20 hours
$6,120
G. Calculate Fees and
Prepare Report
J. Edison: $240/hr
C. Villarreal: $210/hr
8 hours
24 hours
$6,960
H. Prepare Impact Fee
Schedule Calculation
Tool
J. Edison: $240/hr
C. Villarreal: $210/hr
2 hours
12 hours
$3,000
I. Project Meetings J. Edison: $240/hr
C. Villarreal: $210/hr
16 hours
20 hours
$8,040
II. A retention of ten percent ( 10%) shall be held from each payment a s a contract retention to be paid as part of the final payment upon satisfactory completion of services.

01135.0001/914341.2 C-2
III. Within the budgeted amounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbud get to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

IV. 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, equipm ent, m aterials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement.

VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1.

01135.0001/914341.2 C-3
EXHIBIT “C-1”

HOURLY RATE SCHEDULE

01135.0001/914341.2 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely in accordance with the following schedule:

Days to Perform Deadline Date
A. Identify & Consider
Fee Categories &
Policy Issues
7 weeks October 9, 2023
B. Identify Existing
Development and
Future Growth
4 weeks October 23, 2023
C. Determine Facility
Standards
5 weeks November 20,
2023

D. Determine Facilities
Needs and Costs
4 weeks December 11,
2023

E. Identify Funding and
Financing
Alternatives
4 weeks January 1, 2024
F. Comparison and
Feasibility Analysis
4 weeks January 8, 2024
G. Calculate Fees and
Prepare Report
11 weeks February 12,
2024

H. Prepare Impact Fee
Schedule Calculation
Tool
2 weeks February 12,
2024

I. Project Meetings At least 4 project
meetings will occur
throughout the
project, no later than
10 weeks apart;
optional stakeholder
and Council
meetings may be
requested by the
The first meeting
shall occur during
the week of
August 28, 2023.

The last meeting
shall occur on
March 11, 2024.

01135.0001/914341.2 D-2
City in addition to
project meetings
II. Consultant shall deliver the following tangible work products to t he City by the following dates.

A. Information Request, Meeting Agenda, Revised Schedule, Summa ry of Policy Decisions: September 11, 2023
B. Development Growth Projections (table format): October 30, 2023 C. Project List: November 27, 2023
D. Cost Estimates for Identified Facilities: October 18, 2023 E. Fee Comparison: January 1, 2024
F. Draft Fee Tables & Text: January 22, 2024
G. Administrative/Public Draft Report(s), Final Nexus Report, Slide Presentation :

March 11, 2024
III. The Cont ract Officer may approve extensions for performance of the services in accordance with Section 3.2.

VI. Failure to deliver tangible work products by the dates defined in Subsec tion D.II, without an approve d extension for per formance of services in accordance with Subsection D. III, may result in the City withholding compensation for Services performed pursuant to a valid invoice submitted to the City until such overdue work products are completed and delivered.

City of Bell
Agenda Report

DATE: August 23, 2023

TO: Mayor and Members of the City Council

FROM: Carlos Islas, Chief of Police

APPROVED Michael L. Antwine II (e-signature)
BY: __________________________________
Michael L. Antwine II, City Manager

SUBJECT: Consideration to approve a new Non-Exclusive Franchise Agreement for Tow Truck Services with Mr. C’s Towing

RECOMMENDATION:

It is recommended that the City Council approve a new Non-Exclusive Franchise Agreement for Tow Truck Services with Mr. C’s Towing for five (5) years.

BACKGROUND:

On July 25, 2018, the City Council entered into an agreement with Mr. C’s Towing from July 25, 2018, to July 24, 2021, with two (2) one-year extensions. The City exercised the two-year option as part of the original agreement which allowed for service to continue through July 24, 2023, expiration date. Since that time the City has an agreed month-to-month service agreement with Mr. C’s pending presentation of a request for a new five-year agreement with Mr. C’s Towing of Southgate, Inc.

DISCUSSION:

The City of Bell Police Department is a full-service law enforcement agency in accordance with all applicable state, federal and local laws. On occasion, there is a need to tow, impound, store, and recover vehicles that are involved in crimes, traffic accidents or that are being operated in a manner that violates applicable laws. On average, the City of Bell Police Department tows approximately 500 vehicles per year. Mr. C’s Towing of South Gate, Inc., has been in business since 1986 and has been providing exceptional towing services to the City since 2011. They have a state-of-the-art impound facility located at 6105 Maywood Avenue, Huntington Park, CA 90255.

This location is very close to Bell’s City limit, which makes it convenient for both the Bell Police Department and the Public to retrieve their vehicles.

Mr. C’s Towing has a professional relationship with our Police Department that allows for timely response to allow tow related needs. Approving a new agreement with Mr. C’s Towing would allow the City to continue to receive reliable towing services.

Staff is recommending that the City Council approve a new Non-Exclusive Franchise Agreement for Tow Truck Services with Mr. C’s Towing for five (5) years.

AGENDA ITEM 3

FISCAL IMPACT:

Per the Towing Franchise Fee Agreement, the city will receive $75,000 per year. Below is a chart illustrating the new CHP rates:

Item Current Rate Proposed Rate
Light Duty Tow $175.00 $260.00
Medium Duty Tow $175.00 $260.00
Heavy Duty Tow $175.00 $260.00
Storage $55.00 per day $75.00 per day

Mr. C’s Towing indicated that all other rates would stay the same such as lockouts at $45.00 per unit, and no charge for towing City vehicles. The $100,000 payment per year in franchise fees will stay the same. The current rates have been the same since 2012, if approved this would be the first increase to the fees in more than ten (10) years.

ATTACHMENT(S)

1. Contract Services Agreement dated August 23, 2023 (Under Separate Cover)

City of Bell
Agenda Report

DATE: August 23, 2023

TO: Mayor and Members of the City Council

FROM: Janine Andrade, Community Services Director

PREPARED
BY: Jocelyn Uribe, Interim Recreation Supervisor

APPROVED Michael L. Antwine II (e-signature)
BY: __________________________________
Michael L. Antwine II, City Manager

SUBJECT: Consideration to approve a new Agreement with CM Simple Janitorial LLC for janitorial services

RECOMMENDATION:

It is recommended that the City Council approve a new Agreement with CM Simple Janitorial LLC for professional janitorial services for three (3) years, with two (2) one-year extensions at the sole discretion of the City.

BACKGROUND:

On August 28, 2019, the City of Bell entered into an agreement with Commercial Building Management (CBM), formerly known as Golden Touch Cleaning Solutions (GTC) for janitorial services for three years. On June 23, 2021, the City Council approved an amendment to the scope of services and modified the consultant’s rate to reflect the new deep cleaning services for the City Police Department. On July 27, 2022, the City Council approved a contract amendment to extend the existing agreement from August 28, 2022, through August 27, 2023.

DISCUSSION:

The Community Services Department solicited proposal s from janitorial service firms, through a request for proposals (RFP) posted on the PlanetBids website on May 17, 2023. To control costs and reduce administrative staff effort, the RFP requested fixed costs for the first three (3) years of the agreement. Seventeen (17) firms were notified of the proposal opportunity, including vendors that provide janitorial services to nearby cities.

The requested citywide janitorial services generally include provision of all required supplies, materials, equipment, and labor for cleaning the City's building and park restroom facilities, for a period of three fiscal years. A detailed list of janitorial tasks to be performed daily, weekly, monthly, and semi-annually at City facilities was included in the proposals scope of work.

On June 14, 2023, the City received seventeen (17) proposals. Below are the vendors who submitted a proposal:

AGENDA ITEM 4

Ranking Vendor Name Amount of Bid Per
Year
1 Santa Fe Janitorial Maintenance Services Inc. $144,956.16 2 Pro-Model Cleaning Services $155,408.00
3 CM Simple Janitorial LLC $125,541.89 *
4 Commercial Building Management $121,188.00
5 Omni Enterprise, Inc. $120,200.00
6 Premier Property Preservation, LLC $149,760.00
7 Base Hill, Inc. $154,943.16
8 JJ Property Maintenance Network Inc. $105,849.94
9 United Maintenance Systems $163,800.00
10 Z&C Services Inc $172,698.24
11 Coastal Building Services, Inc. $218,060.00
12 Ultimate Maintenance Services, Inc. $381,516.00
13 Williams and Associates Plus One $304,104.00
14 The First Castle LLC $106,013.00
15 Absolute Janitorial Services & Supplies LLC $212,160.00 16 Kims Cleaning Services, LLC $389,875.20
17 Joncowest LLC $139,320.00 **
*125,541.88 for the first two (2) years, then the price increases to $138,096.06 on year three (3).

**Price does not include supplies

Bell Municipal Code section 3.12.060 defines the purchasing procedure to select a contractor, and lists the factors required to select the lowest responsible bidder. The proposals were evaluated with the following criteria:

 Cost (30%)
 Responsiveness to RFP (15%)
 Qualifications and Experience (20%)
 References/Previous Performance (10%)
 Ability to Provide Services (25%)

After a thorough review process, the top four (4) bids based on the evaluation criteria were chosen for further consideration. Reference checks were made for all four (4) vendors and an interview was conducted on June 22, 2023. The panel comprised of four (4) city staff members who evaluated the proposals and determined that CM Simple Janitorial LLC. was the most qualified and offered the best quality services. CM Simple has demonstrated the requisite experience, administrative efficiency, capabilities, and operational infrastructure to excel in government contracting opportunities. Their track record includes successful collaborations with reputable organizations like Caltrans.

The base bid amount for CM Simple stands at $125,541.89, encompassing yearly janitorial cleaning services for the City's eleven (11) buildings and park restroom facilities. In compliance with the RFP requirements, prevailing wage rates were requested for all janitorial work performed.

Although prevailing wage is mandatory for public utilit y work, it is believed that providing wages in line with prevailing wage values is necessary for janitorial service vendors to attract and retain qualified workers.

FISCAL IMPACT:

The annual cost for FY 23/24 will be $125,541.88. However, only $118,000 was budgeted in the FY 23/24 budget for Community Services Department Janitorial Services, account 001-60-65- 0000-000-6100 (General Fund). Below are the yearly amounts:
 Year 1 (FY 23/24) - $ 125,541.88
 Year 2 (FY 24/25) - $ 125,541.88
 Year 3 (FY 25/26) - $ 138,096.06

Total for three (3) years: $ 389,179.82

ATTACHMENT(S):

1. Contract Services Agreement with CM Simple Janitorial LLC

2. Proposal

01135.0001/906865.2 1

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

CM Simple Janitorial LLC

01135.0001/906865.2

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND

CM SIMPLE JANITORIAL LLC
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 28 day of August, 2023 by and between the City of Bell, a California charter city (“City”) and CM Simple Janitorial LLC , a California limited liability company (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bi d for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of Bell Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to form alize 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 referen ce, 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 facilit ies nece ssary to properly perform the services required under t his 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, competentl y and to the best of its ability, experience and talent, perfor m 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

01135.0001/906865.2 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 th is 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 go vernmental entity having jurisdiction in effect at the time service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defi ned in Californi a Labor Code section 1720 et seq. and C alifornia Code of Regulations, Title 8, Section 16000 et seq. , and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requireme nts in California Labor Code section 1770 et seq. and 1810 et s eq., and all other applicable laws, including the following requirements:
(a) Public Work. The Parties acknowledge that some or all of the work to be performed under this Agreement is a “public wo rk” as defined in Labor Code Section 1720 and that this Agreeme nt is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and reg ulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages . Consultant shall pay prevaili ng wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made avai lable to any interested party on request. By initiating any wor k under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Consultant shall post a cop y of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The

01135.0001/906865.2 3
Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevai ling rates as determined by the DIR for the work or craft in wh ich the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.
(d) Payroll Records . Consultant shall comply with and be bound by the provisions of Lab or Code Section 1776, which requires Consultant and each subconsultant to:
keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 , and 1777.7 and California Code of Regulations T itle 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information sub mitted to any applicable apprenticeship program.

Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to the City a ve rified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to the City, forfeit twenty -five dollars ($ 25) for each worker empl oyed in the performance of this Agreeme nt by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of D ivision 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 a nd 3700 provide that eve ry employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
“I am aware of the pr ovisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before c ommencing the performance of the work of this contract.”

01135.0001/906865.2 4
Consultant’s Authorized Initials ________
(i) Consultant’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for s uch subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be re quired to take a ll actions necessary to enforce such co ntractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon b ecoming aware of the fai lure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits , background checks, 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 a ny fees, ass essments 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 C ity, its officers, employees or agents of City, against any such fees, assessments, taxes , penalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thorou ghly 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 s ervices 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 th e 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 Consultant’s risk until wr itten instructions are received from the Contract Officer.

1.7 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, st udies and/or other components thereof to prevent losses or damages, and shall be 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.

01135.0001/906865.2 5

1.8 Further Responsibilities of Parties.

Both parties agree to us e 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 acti ons as may b e reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.9 Additional Services.

City shall have the right at any time during the performance o f the servic es, 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 th e 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 d one 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.

1.10 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 specifie d 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 Twenty Five Thousand Five Hundred Forty One Doll ars and Eighty Eight Cents ($125,541.88) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

01135.0001/906865.2 6

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 c ompletion 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) con tract 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 rei mbursement fo r actual and necess ary expenditures fo r 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 Co mpensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the se rvices. If Consultant is required to attend additio nal 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 a ll work performed and expenses incurre d during the preceding month in a form approved by City ’s Director of Finance. By submitting an invoice for paym ent under this Agreement, Consultant is certifying compliance with all provisions of the Agre ement. The in voice shall contain all information specified in Exhibit “C” , and shall detail charges for all necessary and actual expenses by the following categori es: 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 in curred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best eff orts to cause Consultant to be paid wi thin forty -five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowl edges and agrees that due to City warrant run procedures, the City cannot guarantee that paym ent will occu r 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 Cons ultant shall not constitute a wa iver 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.

01135.0001/906865.2 7
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 pur suant to this Agreement upon receipt of a written notice to proceed and shall perform all ser vices within the time period(s) established in the “Schedule of Performance ” attached hereto as Exhibit “D” and incorporated herein by this reference. When request ed by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be app roved 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 Agreeme nt shall be e xtended 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, earthqua kes, floods, epidemics, quaranti ne restrictions, ri ots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, i f 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 Off icer such del ay 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 Agree ment, however caused, Consultant’s sole remedy bein g 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 completio n 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 repr esentatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

01135.0001/906865.2 8
Dori Bailey-Mullins Managing Director
(Name) (Title)

(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principal s 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 activitie s of Consultant and devoting sufficient time to personally supervis e 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 Agr eement, 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 eff ort to maintain the stability and continu ity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement.

Consultant shall notify City o f any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required un der this Agreement , prior to and durin g 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 a ny 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 othe r 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 City’s Community Services Director , or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure tha t 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 her ein, any approval o f City required her eunder 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.

01135.0001/906865.2 9

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or me ans by which Consultant, its agents or employees, perform the servi ces required herein, except as otherwise set forth herein. City shall have no v oice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of serv ice. Consultant shall perform all service s required herein a s an independent co ntractor of City and shall remain at all times as to City a wholly independent contractor with only such oblig ations as are consistent with that role. Consultant shall not at an y time or in any manner represent that it or any of its agen ts 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 th is 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, hypothe cated 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 con cert of more than t wenty 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 sh all be void. No approved transfer shal l 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 l imiting Consultant’s indemnification of C ity, and prior to c ommencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the ter m of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insu rance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Ins urance Services Office form CG 00 0 1, in an amount not less than $2 ,000,000 per occurrence, $4 ,000,000 general aggregate, for b odily 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.
(b) Automobile liabil ity insurance . Cons ultant shall mainta in automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury

01135.0001/906865.2 10
and property damage for all activities of the Consultant arising out of or in connection with Services to be p erformed 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 insur ance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,0 00,000 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 Wor kers’ 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 insured s under its policies or shall furnish sep arate certificates and certified endor sements 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 eviden ce of the insurance coverage required herein, along with a waiver o f subrogation endorsement for workers’ co mpensation. Insuran ce certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certificat ion of insurance shall be kept on file with City at all times durin g the term of this Agreement. City reserves the right to req uire complete, cert ified copies of all required insurance policies, at any time.
(b) Duration of coverage . Consultant shall proc ure and maintain for the duration of this Agreement insurance again st claims for injuries to persons or dama ges 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 p rovided 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 herei n may be satisfied by a combination of primary and umbrella or exce ss insurance. Any umbrella or excess insu rance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefi t of City before the City’s own insurance or self -insurance shall be called upon to protect it as a named insured.

01135.0001/906865.2 11
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specification s or is canceled and not replaced, City has the right but not the d uty to obtain the insurance it deems nece ssary and any premi um 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 Li st of Approved Surplus Line Insurers in the State of California, wi th 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 ap proved by the City’s Risk Manager.
(f) Waiver of subrogation . All i nsurance coverage maintained or procured pursuant to this ag reement shall be en dorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providi ng insurance evidence in compliance with these specification s 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 p rovisions (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 intend ed as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. S pecific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not in tended by any party or insured to be all inclusive, or to the exclu sion of other coverage, or a waiver of an y type. If the Cons ultant maintains hi gher 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 procee ds in excess of the specified minimum lim its 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 ca ncellation (except for nonpayment for whi ch a ten (10) day n otice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status . General liability policie s shall provide or be endorsed to provide that City and its officer s, officials, employees, and agents, and volunteers shall b e additional insured s under such policies. This provision shall also apply to any excess/umbrella liability policies.

01135.0001/906865.2 12
(k) Prohibition of undisclosed coverage limitations . None of the coverages required herein will be in compliance with th ese requirements i f they include any l imiting 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 appl y 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 cla use. Consultant ag rees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or invol ved in the project by Consultant, provide the same minimum insuranc e coverage and endorsements required of Consultant. Consultant agrees to monito r 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 co nsultants, 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 insur ance 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 rete ntions. Any self -insured retentions mu st 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 m ay involve coverag e under any of the r equired liability policies.
(q) Additional insurance . Consultant shall also procure and maintain, at its own c ost and expense, any additional kinds of insurance, which in its ow n 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 th em and each of the m harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or pro perty, 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 pe rformance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or an y individual or

01135.0001/906865.2 13
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 condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or li abilities and will pay all costs and expe nses, including le gal 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 liabili ties arising out of or in connection with the negligent per formance of or failu re to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and h old the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, a gents 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 cost s and attorneys ’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontra ctors 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 th ese provisions sha ll not be a waiver h ereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error o r 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 omiss ions, but, to the fullest extent permitted by law, shall apply to c laims and liabilities resulting in part f rom City’s negligence, except that design professionals ’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligenc e, 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 shall be necessary to perform the services required b y this Agreement and enable the Contract Officer to evaluat e the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accountin g 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

01135.0001/906865.2 14
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 s hall 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 access shall be provided 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 performa nce of the services required by this Agreement as the Contract Officer shall require. Consultant hereby acknowledges that the City is greatly conc erned 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, circumsta nces, techniques, or events that may or will materially increase or decrease th e 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, circumstanc e, technique or ev ent 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, sp ecifications, maps, designs, photograp hs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcont ractors and agents in the performance of this Agreement sha ll be the property o f City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agr eement, and Consultant shall have no claim for further employment o r additional compensation as a result of the exercise by Ci ty of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignmen t of such completed documents for other projects and/or use of uncompleted documents without specific writte n 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, re use or assignment . Consultant may reta in 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 o r materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulti ng 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.

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 kn own to Consultant. Consultant shall not release or disclose any such

01135.0001/906865.2 15
information or work product to persons or entities other than City without prio r written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subco ntractors, shall n ot, without prior wr itten 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 in formation concerni ng the work performe d 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, age nt or subcontracto r 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 sub contractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, in terrogatories, request for admiss ions 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, t o represent Consultant or be present at a ny deposition, hea ring or similar proc eeding. 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 vali dity and to performance of the parties in accordance with t he laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Ag reement 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 suc h action. In the event of litigation in a U.S. District Court, venu e shall lie exclusively in the Central Di strict of Californ ia, 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 dut y to continue compensating Consultant for any work performe d 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, pr oceed with payment on the

01135.0001/906865.2 16
invoices. In the alternative, the City may, in its so le 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 t erminate 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 autho rizes City to dedu ct from any amount p ayable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may b e in dispute hereunder or which are necessary to compensate City fo r any losses, costs, liabilities, or damages suffered by City, and (ii) all amo unts 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 liabil ity for interest because of such withhold ing, an amount suf ficient to cover suc h claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the ob ligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.4 Waiver.

Waiver by any party t o 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 waiv er of any subsequent breach or violation of any provision 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 def ault by the other party.

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 recov er damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injun ctive relief, or t o obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary

01135.0001/906865.2 17
provision herein, Consultan t 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 terminat ion for cause. The City reserves the righ t to terminate thi s 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 Offi cer. In addition, th e 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 s ervices hereunder except such as may be specifically approved by th e 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 ma y be approved by the Contract Officer , except as provided in Section 7.3. In the event the Consultant has init iated 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 th e 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 he rein stipulated (provided that the City shall use reasonable effort s 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 t his 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 reasonab le attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney ’s fees shall be entitled to all other reasonable costs for inve stigating such action, taking depositions and discovery and all oth er necessary costs the court allows which are incurred in s uch 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.

01135.0001/906865.2 18
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 ev ent 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 obliga tion of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any offic er or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of C ity 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 employ ed by it as an off icer, employee, agent or subcontractor without the express written consent of the Contract Officer . Consultant agrees to at all ti mes 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 r elating to the Agreement which a ffects her/his financial inte rest or the financia l interest of any corporation, partnership or association in which (s)he is, directly or indirectly, intereste d, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given an d 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 th em, that there sha ll be no discriminat ion 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 empl oyment without regard to their race, 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 therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work an d/or services covered by this Agreement, and should any liability o r sanctions be imposed against City for s uch use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such

01135.0001/906865.2 19
liabilities or sanctions imposed, toge ther 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 oth er person shall be in writing and either served personally or sent by prepaid, first -class mail, in the case of the City, to t he City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, B ell, California 90201 and in the case of the Consultant, to the person(s) at the address designated on the e xecution page of t his 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 seven ty-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 includin g 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 par ties hereto affecting this Agreement and this Agreement sup ersedes 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 b e valid unless mad e in writing and app roved by the Consultant and by the City Council. The parties agree that this requirement for written modificat ions cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one o r more of the phra ses, sentences, clau ses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such inva lidity or unenforceability shall not affe ct any of the rema ining phrases, sente nces, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be i nterpreted to carry out the intent

01135.0001/906865.2 20
of the parties hereunder unless the invalid provision is so material that its invalidity de prives 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 financ ial interest, direct or indirect, in this Agreement, nor sh all any official, of ficer, or employee of City participate in any decision relating to this Agreement which may affect his/her fin ancial interest or the financial interest of any corporation, partn ership, or association in which (s)he is directly or indire ctly 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 consis tent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 10 91 or 1091.5 . Consultant warrants and represents that it has not pa id or given, and will not pay or give, to any third party including, but not li mited to, any City official, officer, or employee, any money, consideration, or other thing of value as a resu lt or consequence of obtaining or being awarded any agreement.

Consultant further warrants and represents th at (s)he/it has no t 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 limit ed to, any City official, officer, or emp loyee, as a result of consequence of o btaining 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, considerat ion, 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 o rganized and existing, (ii) they are duly authorized to exe cute and deliver thi s 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) th at entering into this Agr eement 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]

01135.0001/906865.2 21
IN WITNESS WHEREOF , the parties hereto have executed this A greement on the date and year first-above written.

CITY:

CITY OF BELL, a charter city

Fidencio J. Gallardo, Mayor
ATTEST:

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONSULTANT:

CM Simple Janitorial LLC, a California limited
liability company
By:

Name: Dori Bailey-Mullins
Title: Managing Director , CM Simple Jani torial
LLC,

Address: CM Simple Janitorial LLC
2120 West 93rd Street
Los Angeles, CA 90047

01135.0001/906865.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose na mes(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 whic h 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 i s 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.

01135.0001/906865.2

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2023 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscrib ed 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.

01135.0001/906865.2 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the follo wing general cleaning services (the “ Services”) as follows:

A. Daily Daytime Services
i. Daytime services shall consist of: Cleanin g all offices that are normally closed after hours. Review of restrooms and lobbies, cleaning, saniti zing and stocking restrooms as needed, repla cing of hand soap, toilet paper, toilet seat covers, restock the hand paper dis pensers and mopping as necessary. Emptying trash and cleaning trash cans, (trash bags removed from cans/receptacles will not be place d on carpet), clean spills as needed, vacuum offices as requested or scheduled , and reporting maintenance problems to the City’s Contract Officer . Consultant will be proactive in keeping all facilities clean and safe. Supply logs, (approved by City of Bell staff), shall be placed in all facility restro oms except for public restrooms.
ii. Consultant’s personnel working during the day (“t he Day Porter ”) wil l work the hours from 12:00 PM to 4:00 PM Monday through Friday for City Hall, Monday through Sunday for Police Department, and Monday, Tuesday, Thursday, Friday and Sunday for the Bell Community Center.

B. Clean, sanitize, and stock restrooms.
i. Clean all restroom structures, which includes the disinfection (with non - pungent germicide dis infectant solution) of toi lets, urinals, sinks, faucets, door knobs and handles, paper holders, floors, partition walls and doors; also shower walls and floors.
ii. Wash basins shall be washed and dried inside and out and the bright metal polished.
iii. All sanitar y napkin containers shall be emptied. Containers shall be sprayed with a disinfectant and wiped dry.
iv. Refill all towel, soap, toilet seat, and tissue dispensers. v. Damp mop all restro om floors with a disinfectant solution and spot clean stall partitions, knobs, doorjambs and walls.

C. Floor Cleaning including vacuuming common areas, and offices, spot treatment of carpet stains, sweep and mop all common areas, hallways, and stairwells, cle an and disinfect lobby furniture, floor scrubbing, waxing and polishing.

01135.0001/906865.2 A-2
i. All resilient floors shall be dusted with a chemically treated dust mop. All spills must be removed same day of occurrence.
ii. During overnight janitorial services (prior to 7:00AM or after 6:00PM) all carpets shall be vacuumed, and floors sh all be mopped and spills, spots, and gum shall be removed.
iii. Stairways, landings, and exterior c oncrete walks and steps adjacent to building entrances shall be swept or washed to remove all debris, stains, or spots.
iv. Bi-Weekly Services for floors shall include the following:
a. Clean and Buff all hard flo ors Bi-Weekly to ensure a lustrous and prolonged usability of all flooring. Strip and wax as needed.

D. All trash c ontainers, both inside and outside build ings, shall be emptied, wiped clean, and returned to the original location with new plastic liners. All collected trash shall be removed to dumpster. Recycled p aper blue containers shall be emptied, and all collected wastepaper shall be removed to the larg e blue curbside recycling containers.

E. Desks and tables and all other horizontal surfaces shall be dusted thoroughly on all surfaces using a treated dust c loth or duster, except when surfaces are laden with paperwork.

F. Glass cleaning shall include the following:
i. Spot clean windows, walls, and doors to eliminate fingerprints and smudges.
ii. All interior glass door s and partitions, and all exterior glass doors sha ll be cleaned.

G. All doors, door jams, doorknobs, walls, and win dows shall be spot cleaned to eliminate fingerprints and smudges.

H. Quarterly Services
i. Quarterly services are necessary for janitorial deep cleani ng maintenance to ensure a lustrous and prolonged usability of City facilities. Some of the areas which will req uire quarterly services include: high cl eaning of all surfaces in common are as including but not limited to shelves, fire extinguishers/cabinets, signage, etc., deep cleaning of slip resistant t ile, deep cleaning/disinfecting of all surfaces in restrooms.

I. Bi-Annual Service

01135.0001/906865.2 A-3
i. There are some areas w hich require bi -annual cleaning. The following provides an example of the type of services which would b e required bi - annually (every six (6) months).
a. Vinyl tile and terrazzo floors, including Locker Room floors, shall be dam p mopped with finish additives appl ied. Wooden floors shall be dusted with a chemically treated dust mop. All floors shall be stripped and waxed twice each year, and it will be the contract company's responsibility to schedule the cleaning to begin th e last week of January and the last week of July.
b. Shampoo all carpet twi ce each year using a cleaning method that incorporates some type of extractor. It will be the contract company's responsib ility to schedule the shampoo cleaning with City staff.

J. Report maintenance problems to City of Bell Contract Manager.

K. Be proactive in keeping all facilities clean and safe.

II. Consultant shall perform any on-call services requested in this Agreement in accordance with the following requirements:

A. Each task shall be indic ated by a written request (“Task Request”) produced by the Contract Officer with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement.

B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (“Task Project”); explain how the cost was determined; and a schedule for compl etion of the task (“Task Completion Date”); which shall all co llectively be referred to as the “Task Proposal”.

C. Contract Officer shall in writing approve, modify or reject the Task Pro posal.

Upon approval by the Contract Officer, the Ta sk Proposal shall be referred to as the “Approved Task Proposal.” The task shall be performed in accordance with the Approved Task Proposal.

D. City and Consultant may reach a mutually agreed-upon completion date under the Approved Task Proposal depending on the tasks and the City’s requirements.

E. The task shall be performed at a cost not to exceed the Task Bud get in the Approved Task Proposal.

F. Consultant shall complete the task and deliver all deliverabl es to Contract Officer in accordance with this Agreement and the Approved Task Proposal.

01135.0001/906865.2 A-4

III. Supplies, Equipment and Travel:

A. Consultant is responsible for all supplies, materials and equipment necessary for the perform ance of Services; Con sultant shall no t be reimbursed for any cost associated therewith.

B. City may prohibit any materials, supplies or equipment used for services.

C. Any changes to the items previously approved for use by City must be submitted in writing to the Contract Officer.

D. At each location, Consultant must keep Ma terial Safety Data Sheets (MSDS) for each product used at each facility.

E. City will provide storage for all regularly used materials, supplies and equipm ent, but shall not be responsible for the security and protection of such items.

F. Consultant shall be responsible for transportation of personnel, supplies and equipment to and from the City facilities.

IV. As part of the Services, Consultant will prepare an d deliver the fol lowing tangible work products to the City:

A. Monthly schedules; Consultant must noti fy City of any schedule change in writing within twelve (12) hours of the change.

B. Monthly report on estimated work for the upcoming month.

C. Monthly report of services provided and work completed.

V. In addition to the requi rements of Section 6.2, d uring performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Monthly budget tracking report of all services.

B. Monthly cost of materials.

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

A. Qualified personnel to be selected by Consultant, subject to City ’s prior written approval.

01135.0001/906865.2 A-5

VI. Facility Security

A. Consultant shall be liable for all costs associat ed with re-keying, re-issuance, or programming of keys, access cards, and se curity codes, which result from the loss or comprom ising of keys, access cards or security codes by Con sultant’s personnel.

B. Consultant shall be responsible for securing all office s, gates and exterior entrances/exits at all facilities during and after per forming Services during the Term.

C. Consultant shall immediately notify City in writing of any inability to secure any City facility.

D. Repeated fai lures to secure City facilities as r equired herein is grounds for immediate termination under this Agreement.

VII. Special Requirements for Police Department Jail

A. Personnel who provide services at the Police Department Jail must have prior experience servicin g j ails or similar facilities due to the special health requirements.

B. Such personnel shall be familiar and com ply with all cleaning standards prescribed by California Code of Regulations Titles 15 and 24.

C. The jail facility is subject to health inspections by Los Angeles County and the Department of Corrections. Consultant shall be responsible for correcting any deficiencies noted on the inspection reports.

01135.0001/906865.2 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
Added text is indicated in bold italics, deleted text is indicated in strikethrough.

Section 1.3 is hereby revised to read:

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with all ordinances, resolutions, s tatutes, rules, and regulations of the City and any Federal, State or local government entity having jurisd iction in effect at the time service is rendered. Without limiting the foregoing, Consultant shall take special care to be in compliance with and ab ide by the State Occupational Healt h and Safety Law of 1973 (Cal OSHA) Section 6300 Et Seq. of California Labor Code.” Section 1.5 is hereby revised to read:

1.5 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 th e performance of the services required by this Agreement including a valid City of Bell business license. Consultant shall have the sole obligation to pay for any fees, assessments and t axes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary f or the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employe es or agents of City, against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.

The following Section 7.10, Liquidated Damages, is hereby added as follows:

7.10. Complaints; Liquidated Damages

(a) Complaints received by the City or through observation by the Contract Officer, regarding the Consultant’s performance will be transmitted to the Con sultant’s office either by telephone, facsimile, or e -mail, and handled by the Con sultant. Within twenty-four (24) hours of receiving notice of a complaint, the Consultant shall provide the Contract Officer with a follow-up response. A report of the Con sultant’s investigation and the corrective action taken shall be made promptly by the Consultant to the Con tract Officer. Repeat complaints m ay be handled by a joint visit to the site by the Contract Officer and the Consultant. Complaints received directly by the Consultant shall be submitted in writing to the City on the day such complaints are received. Consultant shall maintain a log of co mplaints received and corrective

01135.0001/906865.2 B-2
actions implemented which shall be submit ted to the City within ten (10) days following the end of the month. Repeat complaints of poor service quality of similar nature shall be handled in the manner prescribed below. Th e foregoing requirements are provi ded t o provide an alternative to Agreeme nt termination for minor performance failures by Consultant. Nothing herein shall waive the right of the City to terminate the Agreement for repeat ed or material violations of the pe rformance standards.

(b) An initial complaint shall be handled in accord ance with the subsection (a) of this Section.

(c) When the Contract Officer determines that additional violations of a similar nature have occurred within any 180 calendar day period, a written complaint shall be filed with the Consultant by the City. The written complaint shall include a description of the complaint of the Con sultant’s performance and the assessment of liquidated damages in the am ount of $100 per incident, provided that after the fourth incident in any 180 day period the penalty shall go to $500 per incident.”

01135.0001/906865.2 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform all Services listed in Exhibit “A” at the following locations and at the following ra tes including the day porter, overnight janitorial for the first and second year of the Agreement Term:

Location Monthly Rate Annual Rate
A. City Hall $2,199.58 $26,394.91
B. Police Facility and Jail $2,978.90 $35,746.83
C. Bell Community Center $1,269.90 $15,238.83
D. Bell Technology Center $642.78 $7,713.39
E. Camp Little Bear Park
Facility
$391.93 $4,703.21
F. Veteran’s Memorial
Park Clubhouse and
Public Restrooms
$391.93 $4,703.21
G. Ernest Debs Park
Facility
$391.93 $4,703.21
H. Treder Park Restroom $391.93 $4,703.21
I. Nueva Vista Soccer
Complex Public
Restrooms
$768.21 $9,218.48
J. The Bell House $517.36 $6,208.30
K. The City Yard Building $517.36 $6,208.30
Total $10,461.82 $125,541.88
II. Consultant shall perform all Se rvice in th e Scope of Services at the following locations and at the following rates for the third year of the Agreement Term which reflects a ten percent (10%) increase from the first two years of compensation:

Location Annual Rate
A. City Hall $29,034.40

01135.0001/906865.2 C-2
B. Police Facility and Jail $39,321.51
C. Bell Community Center $16,762.71
D. Bell Technology Center $8,484.73
E. Camp Little Bear Park
Facility
$5,173.53
F. Veteran’s Memorial
Park Clubhouse and
Public Restrooms
$5,173.53
G. Ernest Debs Park
Facility
$5,173.53
H. Treder Park Restrooms $5,173.53
I. Nueva Vista Soccer
Complex Public
Restrooms
$10,140.33
J. The Bell House $6,829.13
K. The City Yard Building $6,829.13
Total $138,096.06
III. For on -call services, C ontractor shall establish a Task Bu dget for each Task identifying the subtasks, based on the time and rates of the personnel performing the subtasks, and itemizing all materials and equ ipment utilized and the costs thereof. If payment is to be made other than at completion of the services, then the phases of the performance and percentage of payment due shall also be shown in the Task Proposal.

II. A retention of ten percent ( 10%) sh all b e held from each payment a s a c ontract retention t o be paid as par t of the final payment upon satisfa ctory completion of services.

NOT APPLICABLE
III. Within the budgeted amounts for each Task or Approved Task Proposal , and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Su m is no t exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

01135.0001/906865.2 C-3
VI. 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.

VII. The total compensation fo r the Services shall no t exc eed the Contract Sum as provided in Section 2.1 of this Agreement.

VIII. In the event that the Consultant does not perform any of the work to the City’s satisfaction, the City shall not be charged for said services. City sh all be entitled to deduct the daily costs for any unsatisfactory services.

01135.0001/906865.2 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following schedule:

Location Weekly Schedule
A. City Hall M/T/W/TH/F
B. Police Facility and Jail M/T/W/TH/F/Sat/Sun
C. Bell Community Center M/T/TH/F/Sun
D. Bell Technology Center M/W/F/Sat
E. Camp Little Bear Park
Facility
M/W/F/Sat
F. Veteran’s Memorial
Park Clubhouse and
Public Restrooms
M/W/F/Sat
G. Ernest Debs Park
Facility
M/W/F/Sat
H. Treder Park Restroom M/F/Sun
I. Nueva Vista Soccer
Complex Public
Restrooms
M-F (April -
November; No Service
from December -
March)
J. The Bell House M/W/F
K. The City Yard Building M/W/F
II. Consultant shall de liver the following ta ngible work products to t he City by the following dates.

A. Monthly Schedules are due 1st Wednesday of every month.

B. Monthly report, on estimated work for the upcomi ng mo nth, is due last Wednesday of every month.

01135.0001/906865.2 D-2
C. Monthly report, of servi ces provided and work completed, i s d ue 1st Wednesday of every month.

III. The Contract Officer may appr ove extensions for performance of the services in accordance with Section 3.2.

IV. The fol lowing Holidays are observed by the Co ntract Officer for the Fi scal Year 23/24. Services are still e xpected to be rendered on th eir s cheduled dates. If the Consultant observes the following Holidays, the Consultant must notify the Contract Officers within ten (10) business days of the observed Holiday.

Holiday Date
A. Independence Day Tuesday, July 4, 2023
B. Labor Day Monday, September 4, 2023
C. Veterans Day Friday, November 10, 2023
D. Thanksgiving Day Thursday, November 23, 2023
E. Day After Thanksgiving Friday, November 24, 2023
F. Christmas Day Monday, December 25, 2023
G. New Years Day Monday, January 1, 2024
H. Martin Luther King Jr. Day Monday, January 15, 2024
I. Presidents’ Day Monday, February 19, 2024
J. Cesar Chavez Day (Observed) Monday, April 1, 2024
K. Memorial Day Monday, May 27, 2024
L. Juneteenth (Observed) Wednesday, June 19, 2024

REQUEST FOR PROPOSAL

JANITORIAL SERVICES
Attn: Connie Hurtado, Interim Community Service Manager Dori Bailey-Mullins
Direct - 562.209.2602
Office - 833.267.4675
www.cmsimple4u.com
[email protected]
[email protected]
CM Simple Janitorial LLC

Corporate Offices: 47678 P.O. Box ■ Los Angeles, CA 90047 | Contact No.: 424.261.3480 | Web Address: www.cmsimple4u.com SBE- MBE- DBE-WBE-WOSB Certified

COVER LETTER

June 12, 2023

City of Bell
Attn: Connie Hurtado

[email protected]

Reference: RFP #: Janitorial Services

For the purpose of submitting this Bid we hereby acknowledge that we are a certified small business registered under NAICS 561720 and 561210, eligible under the size standard of $18M, and qualify to provide Custodial/Janitorial and Facility Support Services.

Our firm brings the experience, capabilities, and strengths necessary to p roperly perform the guidelines established with the highest standards, competitive pricing with low risk and full regulatory and safety compliance.

Official Company Designations:

Name: CM Simple Janitorial LLC
Address: 2 120 West 93rd Street, Los Angeles, CA 90047
Phone: 562.209.2602
Website: www.cmsimple4u.com

Classifications: Small Business (SBE), Disadvantaged Business (DBE), Minority Business

We ha ve endeavored to make our proposal package fully compli ant with all the expressed terms and conditions. CM Simple Janitorial LLC certifies that it possesses the requisite skills and expertise to perform services as outlined in the RFP request for Janitorial Services. Our managing directors he reby commit their energies and resources to ensuring an efficient and harmonio us working partnership with The City of Bell.

As Managing Director of Administration, I am the authorized contact to negotiate in connection with this RFP.

Phone: 562.209.2602 Email: [email protected]

We believe substantial information has been provided ; however, if you should have any questions or need further clarification, please don’t hesitate to contact me at any time. Thanks in advance for your consideration.

Sincerely,

Dori Mullins,
Managing Director

14 Attachment “1” – Certification of Proposal

The undersigned hereby submits its proposal and agrees to be bo und by the terms and conditions of this Request for Proposal.

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

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

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

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

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

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

Name of Proposer: __________________________________________________________________

By: ______________________________________________________________________________ (Authorized Signature)

Type Name: _______________________________________________________________________

Title: _____________________________________________________________________________

Date: _______________________

CM Simple Janitorial LLC.

Dori Mullins
Managing Director
6/14/2023

1 Attachment “2” – Cost Proposal (JANITORIAL SERVICES)

For all services described below, unless excluded by City in description of services below, City shall consider rates below to include, but not be limited to, all labor, equipment, fees of any kind, overhead, traffic control, fuel, materials, consumables, surcharges, disposal fees, and any other cost associated with and necessary for the Contractor to perform such service. No qualifications, exemptions, or alterations of services described below will be allowed. All requirements for which there is not a specific task item, such as insurance, bonds, and invoicing for example, shall be distributed amongst the various unit prices being provided. The Contractor shall be paid on the Hourly Rate plus materials mark-ups only for work performed under the Agreement executed by the successful Contractor and the City.

Name of Contractor: ________________________________________________________

In accordance with the Request for Proposal (RFP) for the Janitorial Services Contract, the undersigned declares that he/she has carefully examined and read the RFP requirements and is familiar with the requirements therein contained, and proposes to furnish all labor, material, and supplies necessary to accomplish the terms of the maintenance contract at the following rates:

FACILITY WEEKLY
COST
PER
MONTH
COST
PER
YEAR

SCHEDULE
City Hall M/T/W/TH/F $

$
Police Facility M/T/W/TH/F/Sat/Sun $

$
Bell Community Center M/T/Th/F/Sun $

$
Bell Technology Center M/W/F/Sat $

$
Camp Little Bear Park Facility

M/W/F/Sat $ $
Veterans Memorial Park Clubhouse
and Public Restrooms

M/W/F/Sat $ $
Ernest Debs Park Facility

M/W/F/Sat $ $
Treder Park Restroom

Sun/Fri $ $
Nueva Vista Soccer Complex Public
Restrooms

Monday – Friday (April –
November. No Service
(December – March)
$ $
The Bell House M/W/F $

$
The City Yard Building M/W/F $

$

TOTAL

$

$
*Prevailing wages must be paid to all employees during normal business hours, Monday through Friday 7:30AM to 3:30PM
CM Simple Janitorial LLC
9,218.48
4,703.21
4,703.21
$4,703.21
4,703.21
642.78
391.93
391.93
391.93
391.93
7,713.39
517.36
517.36
768.21
2,199.58
2,978.90
1,269.90
26,394.91
35,746.83
15,238.83
6,208.30
10,461.82
6,208.30
125,541.89

CM Simple Janitorial Experience

Name of Firm: Contract Name/#: Service Locations: Contract Term:

MJM Services (Prime) FAA Towers Burbank, Van Nuys 2017-Current Facility Description: Sq. Ft: Dollar Value: Contract Completion:

FAA Towers $572,000 yearly 50% complete
Frequency of Services: Percentage & Type of Work Subcontracted:

Daily; Monday-Sunday 0%
Description of Services
Provide Janitorial and Disinfected service to 4 FAA facility that meets the CDC standard cleaning. Offices, Stair ways, Cubicles. Common Areas, Restroom and Break Room Cleaning. Multiple daily touch point cleaning throughout the facilities.

Contact Person Telephone # Email: Fax #:

James Dukes 310-415-6448 [email protected] N/A
MJM Services: 620 W 16th Street, Long Beach, CA 90813
EXPERIENCE & PERFORMANCE #2:

Name of Firm: Contract Name/#: Service Locations: Contract Terms:

TTEC LA Metro Express Torrance 12/ 2019- Current
Facility Description: Sq. Ft: Dollar Value: Contract Completion:

LA Metro Express Lane 45,000+ $120,000 yearly N/A
Frequency of Services: Percentage & Type of Work Subcontracted:

Daily; Monday-Friday 10% windows
Description of Services
Provide Day Porter. Janitorial and Disinfected service for a call center, Customer Center and Other Office space equaling 45,000 sqft. Provides janitorial and disinfect cleaning. Offices, Conference Rooms, Training Rooms, Common Areas, Customer Center, Restroom and Break Room Cleaning. Multiple daily touch point cleaning throughout the facilities.

Contact Person Telephone # Email: Fax #:

Carlos Rodriguez 562.619.3344 [email protected] Faneuil Inc: 20101 Hamilton Ave, Suite 350, Torrance, CA 90502 EXPERIENCE & PERFORMANCE #3:

Name of Firm: Contract Name/#: Service Locations: Contract Terms:

Cal Trans 07A4804 10 Various locations 1/2/2020 - 1/1/2023 Facility Description: Sq. Ft: Dollar Value: Contract Completion:

DOT (Cal Trans) 25,000 $18,200 100% complete
Frequency of Services: Percentage & Type of Work Subcontracted Weekly Monday-Friday 0%
Description of Services
Provides weekly janitorial and Disinfected service for DOT Service facilities throughout Southern California.

Contact Person Telephone # Email: Fax #:

Alex Guzman 213-479-4138 [email protected] n/a
7300 East Bandini Blvd., Commerce, CA 90040

CM Simple Janitorial

WWW.CMSIMPLE4U.COM

WOR K

WORK PLAN – Part I
CM SIMPLE JANITORIAL LLC ~
“Your Ultimate Solution”

INTRODUCTION
CMS has the experience, administrative ingenuity, capabilities, and operational infrastructure to demonstrate competency, knowledge, and ability to perform well in government contracting opportunities. As a firm, CMS has never failed to satisfactorily complete an awarded contract and has never been discharged or terminated from a contract.

CMS MAKES THE DIFFERENCE
CMS delivers as a responsible and responsive service provider:
• Superior Safety
• Project Management
• Staff Development

SUPERIOR SAFETY AND STAFF DEVELOPMENT
CMS prioritizes safety as the number one element for our business success. Safety benefits our clients, our team members, and the sustainability of our organization. To this avail , CMS has set protocols and best practices in place at each work location.

Our training programs are initiated during the regular intervals highlighted below, unless a discrepancy report be received by our Management Team. In such case, once the isolated concern is remedied, we provide coaching to our team member(s), retraining, and monthly performance reviews for a period of 90-days unless additional steps would serve best.

Phase I – Upon Hire Orientation . Minimum of ( 6) hours training on CMS Performance Expectations, Professional Customer Service, Workplace Safety, Harassment & Violence, Diversity, Safety Precautions, Container Labels, Hazardous Chemicals, OSHA Requirements, Safety Data Sheets, Accidents & First Aid, Ladder Safety, PPE (Protective Personal Equipment), COVID-19 Protection and Back-office Systems.

Phase II – Within Initial 90 days . Minimum (4) hours training on Client Relationship Building, Back Injuries, Building Emergencies, Defensive Driving, Elite Building Cleaning, Ergonomics and more.

Phase III – Quarterly and/or Bi -Annual. Minimum (4 ) hours training on Workplace Etiquette, Company Culture and Customer Benefit, Project Management, Compliance, Team Supervision and more.

• Customer Support
• Quality Assurance
• Performance Inspections
• Workflow Organization
• Specialty Services
• OSHA Compliance

WOR K

QUALIFICATIONS
CM SIMPLE JANITORIAL LLC ~
“Your Ultimate Solution”

INTRODUCTION
CM Simple Janitorial LLC is a reputable and highly qualified service provider, specializing in all components of Facility Support with a focus on Diversified Services . Our successful track record has proven to achieve comprehensive understanding of client needs, provide valuable solutions, minimize risks, incorporate budget -conscious customized plans that deliver results. Additionally, having over 15 years’ industry experience we go beyond satisfaction to incorporate a stringent hiring process for our team members, organizational planning, customer satisfaction and responsiveness as your business needs change.

SERVICE PROVISIONS
As a firm, we are committed to partnering with our clients for success. We possess both trained knowledge and skilled proficiency to support in the areas of:
• White Glove Hospitality • Specialty Floor Care • Waste/Refuse Disposal • Commercial Cleaning • Pre & Post Event Cleaning • Ground Maintenance • Facility Support • Supply Management • Pest Control
• General Maintenance • Recycling Services • Landscaping

OUR COMPETITIVE EDGE
Superior Leadership Expertise
CSM is a capable and Certified Women -owned and Minority-owned firm. Our Executive Team is led by Alesha Hawkins (Co-owner/Managing Director of Operations) and Dori Mullins (co- owner/Managing Director of Administration) combining over 15years experience in Operations and Administration. Their dual capacity contributes optimum knowledge to provide high -caliber daily operations, quality professional client relationships, and a robust understanding of implementing customized programs that support maximum productivity.

Effective Service Management
CSM excels by ensuring execution of service plans with capable and experienced staff, quality assurance oversight, Environmental Safety/Health (ESH) protocols in place and demonstrated capacity to meet critical facility needs.

Outstanding Customer Value
CSM is your Ultimate Cleaning Solution by integrating both innovative and cost- effective plans that prioritize keeping your facility expertly maintained and in alignment with budget considerations.

WWW.CMSIMPLE4U.COM

WWW.CMSIMPLE4U.COM

WOR K

QUALITY ASSURANCE

CM SIMPLE JANITORIAL LLC
“Your Ultimate Solution”

QUALITY CONTROL MANAGEMENT

CM Simple’s quality control management program offers systematic processes that are customized, implemented and measured at each worksite. Our customer-focused plan execution operates to be effective, cost-efficient, and thorough. Our Fundamental Inclusions are:
• Clearly Defined Work Performance Agreement to meet expectations • Continual Communication and Relationship Building
• Regular Intervals for Quality Audits
• Scheduled and Spot Site Visits
• Real-Time Reporting
• KPI’s (Key Performance Indicators)
• Ongoing training of our employees and active field supervision • Quality Assurance Reports and Feedback Metrics
• Efficient Technology Usage to manage performance, inspections & customer responses.

SUPPLIES AND EQUIPMENT
CM Simple provides the best Industry-standard supplies, materials, and equipment to effectively perform at each worksite. We procure only quality products directly from and/or comparable to industry leaders for Disinfectants, Floor Care, Hard Surface Cleaning and Specialty Services.

We hold ourselves to the highest standard by ensuring the products we utilize in servicing your facility promote SUSTAINABILITY, SAFETY, and SERVICE EXCELLENCE.

(Safety Data Sheets available upon request)

CONSUMABLES

Paper Hand Towels - Liquid Hand Soap – Hand Sanitizer
Toilet Tissue - Toilet Seat Covers - Industrial Wipes – Waste Receptacle Liners

SUPPLIES

Microfiber Cleaning Towels
Enzyme based Bathroom Cleaner
Neutral Floor Cleaner
Alkaline Detergent/Disinfectant
Furniture Polish
Peroxide Glass & Surface Cleaner
Stainless Steel Cleaner

EQUIPMENT

Microfiber Cleaning Towels
Enzyme based Bathroom Cleaner
Neutral Floor Cleaner
Alkaline Detergent/Disinfectant
Furniture Polish
Peroxide Glass & Surface Cleaner
Stainless Steel Cleaner

WWW.CMSIMPLE4U.COM

WOR K

WORK PLAN – Part I (continued)
CM SIMPLE JANITORIAL LLC ~
“Your Ultimate Solution”

QUALITY ASSURANCE AND PERFORMANCE INSPECTIONS
CMS conducts routine Performance Inspections at all work sites. All team members and instructed and must satisfactorily demonstrate understanding as it pertains to the Performance Work Statement and each specific site’s S.O.W. (Statement of Work). CMS understands the importance of synchronization between our internal and external communications. Therefore, we use a cloud-based software that allows real-time updates and communications via a smart phone, tablet, and/or another mobile device.

If a discrepancy is found, we will respond quickly and with least amount of impact on all concerned.

Our goal is to fulfill client commitments while also motivating and engaging employees for superb outcomes. Our Performance Inspections include a checkpoint list that fosters compliance with each applicable site Statement of Work (S.O.W), allows self-evaluation, and 360-degree feedback. We believe when employees are emboldened to set, track, and manage SMART g oals. This is also part of our succession planning

WORK METHODOLOGY

ADMIN

OPERAND
FIELD

OPERATIONS

PROJECT

MANAGEMENT
Safety
Training
Haz-Chem
Awareness
Accident
Prevention
Team
Cleaning
Quality
Inspections
Site
Supervision
Equipment
& Supplies
RFP
Group
Client
Support &
Financials
Compliance
& HR
Staff
Development
S.O.W.

Workload
Plan
KPI
Oversight
Client
Debriefings
Deficiency
Management

WWW.CMSIMPLE4U.COM

PROFILES

CM SIMPLE JANITORIAL LLC
“Your Ultimate Solution”
Alesha Hawkins, Co-Owner/Managing Director of Operations Ms. Hawkins is an advocate for cleanliness and creating a safe working environment. Her dedication to developing the best organization for Facility Support Services is fueled by her passion, knowledge, and resourcefulness. As part of the Executive Management, her vision for CM Simple is to expand to global opportunities, while maintaining a collaborative, customer-focused, personal approach with each client.

Alesha has a wealth of experience spanning commercial cleaning, program management, and operational stra
tegies. As well as being Co-Owner of CM Simple, she also provides direct oversight for the Operations side of the business, including developing a consolidated field-based team, increasing our client portfolio, and implementing operational efficiencies that support business growth, acquisition, and expansion.

Alesha is committed to transforming the client expe rience w ith award-winning excellence in services rendered and a personable approach to customer ca re. Her years of experience in public service and senior leadership roles bolsters CM Simple as an innovator in the Janitorial Services industry.

Dori Mullins, Co-Owner/Managing Director of Administration Ms. Mullin’s background in Business Development and Administrative Management has equipped her with a very capable intuitiveness and technical ski ll set for strategic advancements. As Co-owner of CM Simple, she contributes her knowledge of Project Execution and Planning, Capital Improvement, Management and Supervisory Training, Risk Mitigation, and Key Performance Indicators.

In her current role as part of CM Simp
le Executive Management, Dori oversees administrative systems, infrastructure development, short- and long-t erm business growth, personnel supervision, and supporting key business targets with Human Resources, Business Development, and Finance.

Adding to those core competenc ies, Ms. Mullin’s spear heads our RF P Procurement business platform expansion with relationship building , bid evaluation, proposal submissi ons, cost analysis, negotiations, compliance matrix, plan of action scheduling, and contract execution.

Angelic Hardwell, Field Operations Lead
Ms. Hardwell leads our Field Operations with over 15 years skilled experience in janitorial services, supervisory leadership, site management, quality control, performance monitoring, proper health, safety and security procedures, and effective team motivation.

Leading by example the CM Simp le company value of being “integrity-driven”, has gained her significant rapport and respect among clients, colleagues, and peer s. She is highly effective in enhancing the team- effort work culture for our field team members to be productive and flourish.

CORE TEAM MEMBERS

WWW.CMSIMPLE4U.COM
WOR K
M
CORE TEAM MEMBERS (continued)
Anjail Love, Executive Assistant
Ms. Love serves CM Simple in support of the Execut ive Management Team. Her focus is to strategize and prioritize administrative effectiveness that ea ses their workload for greater productivity in the areas of expanding the business.

In this capacity her responsibili ties include but not limited to handling communications, customer relations, helping with proposal development, researching contract opportunities, maintaining comprehensive and accurate records, compiling reports and reports and database management.

Ms. Love possess a Master of Arts Degree in Business Administration and a Bachelor of Science in Business Management. She joined the CM Simple team with extensive experience in Administration and Contract Analysis. She is a definite asset to our team in achieving organizational goals. ‹
›
ƒ””‹• Supervisor
Pride him on superior service provision, which greatly compliments the business objectives of CM Simple. Bringing over 9 years’ experience, he has mastery of Janitorial Maintenance, Facilities Support, and Team Supervision.

In
this capacity he is the primary liaison between CM Simple Headquarters and our various work site locations to ensure benchmarks pertaining to compliance, performance, quality assurance and customer satisfaction are consistently met.

His primary responsibilities include safety implementations, site inspections, customer service, team coaching, efficiency reporting, maintaining an ongoing presence and in-person communications with clients. He brings to our team a professional background as highly capable
in all major areas of building maintenance, including restroom sanitation, office cleaning, carpet/hard surface floor care, equipment operation, chemical knowledge, OSHA safety protocols, and compliance.

Tywanna Hill, HR Coordinator
Ms. H
illis a SHRM-SCP Certified Human Resources Professional facilitating key aspects such as talent recruitment, employee records/relations, mitigating losses, program compliance, benefits, etc.

She is trained in multiple business systems: HR Information, Learning Management, Workflows that help ensure CM Simple as an organization is maximizing our impact, growth, and legal pliability. Her 20+
years of professional experience, multiple industry certifications, educational training, and proven abilities in facilitating HR programs contributes greatly to our team. ‹Ž‡‡”‹„‡ Accounting Coordinator
”•Ǥ ”‹„‡ manages the financial processes of CM Simple, which include payroll, accounts receivable, accounts payable, bookkeeping, invoicing, and fiscal reporting. ”•Ǥ ”‹„‡ joined our team with over Ͷ years’ experience in both corporate and private sectors.

M”•Ǥ ”‹„‡ reports directly to our Managing Director of Administration Ms. Dori Mullins in supporting the KPI’s, capital improvement and long-term business growth.

Equipment List
Equipment Model
Carpet Extractor & Cleaner Mode Model # PFX135OMDX
Carpet & Floors Extractor Model # CPF6F-1
Backpack Vacuum with side wands for carpet &
Floors Extractor
Model # BP6S Serial # 0116004203
6 - Backpack Vacuum # BP6S
2 - Blowers SERIAL# 1061980607
3 - Buffer MODEL #M2000
Carpet cleaner with wands MODEL# 10416A
12 - Sanitaire Vacuum SC689B TRADITION 12" Lightweight
2 Carpet cleaner Model # PFMW 14/110/60
Powe-Flite wet vac

WWW.CMSIMPLE4U.COM

WOR K

WORK PLAN – Part III
CM SIMPLE JANITORIAL LLC ~
“Your Ultimate Solution”

ADMIN OPERAND

• RFP Group - select members of the CMS team focused on researching and developing local and nationwide procurement opportunities that support business objectives.

• Customer Support & Financials- ensures efficiency pertaining to customer care, vendor and supplier relations, metric reporting, invoicing, and database management.

• Compliance & HR - guiding our day -to-day actions in the workplace by ensuring compliance with regulating agencies, our company culture, and operating practices.

• Staff Development – Multiple team members are trained in each facility to not only ensure coverage, but also lend itself to a more organic flow in the instances of workload surges or absenteeism.

FIELD OPERATIONS
• Safety Training- Safety is not a step to be skipped . Our 0% Accident ratio is a result of regular, thorough, and up-to-date safety briefings, which we deliver to our staff on a weekly basis.

• Site Supervision- workforce productivity is supported when team leads are positioned as liaisons between Headquarters, Worksite, and ou r team members. Peer -to-peer coaching invites collaboration and motivates leadership growth.

• Team Cleaning - a s treamlined 4 -zone structured sequence cleaning practice for enhanced productivity, increased consistency in performance, workflow, and proper manpower allocation.

• Quality Inspections - Performing quality inspections t racks cleaning standards and work performance to ensure quality, to identify and resolve discrepancies quickly.

• Equipment & Supplies- assigned CMS representatives regularly visit work sites to check inventory, inspect equipment and deliver supplies. This helps avoid loss in productivity and resources.

PROJECT MANAGEMENT
• S.O.W. Workload Plan - managing surges in workload, multiple sites, and task orders. Our highly skilled team is trained and knowledgeable in servicing prestigious contracts.

• KPI Oversight- coordinates and controls the work process with consideration of value- based and cost-based analysis, scope of work, managing client expectations, job site specifications, manpower allocations and quality control plans.

• Client Debriefings - maintain regular on- going communication to reinforce business relations , prevent and/or manage deficienc ies. Facilitated through mobile devices, email correspondence, in- person, or via remote meetings.

• Deficiency Management - d eficiencies discovered during inspections are corrected immediately and subsequently incorporated into a Site Deficiency Report, as a record by QC/QA staff.

REASON
01 REASON
02 REASON
03 REASON
04 REASON
05 Safe and Environment Friendly Products
With the change in times it is very important that cleanliness is high on the priority list. CMS uses clean green products that meet OSHA requirements for safe cleaning, sanitizing and disinfection.

Various Service Types
CMS offers diversified services for commercial, private, and public sector clients. This aligns with our "Customer-Driven" motto to always aim towards expanding services continually that meet the ever-growing needs of our client base.

Communication
Healthy client relationships are important to CMS. To ensure ongoing customer satisfaction CMS maintains monthly client debriefings where we discuss inspections, improvement suggestions, and overall keep an open forum that fosters a productive working relationship. For added-value, CMS provides regular industry related updates that keep clients abreast and we maintain a 24/7 contact line in case of emergencies.

Quality Assurance
Quality is essential to maintain consistent reliable service. It is focused on (4) four key aspects: Assurance, Control, Monitoring, and Review.

Understanding, this CMS delivers by hiring qualified and experienced team members, conducts routine site inspections that , tracks efficient budget allocation, ensures timely task completion, and more. All of which collectively help ensure service expectations are met at peak performance.

Technology
CMS uses Janitorial Manager as a cloud-based software compatible with smart phones and other mobile devices for real-time updates in managing Work Orders, Inspections, Inventory, and communications. This management tool allows our team to increase efficiency, validate essential services, track KPI's, and improve outcomes.

FIVE REASONS

WHAT MAKES US DIFFERENT
WWW.CMSIMPLE4U.COM

1.833.267.4675 Office
562.209.2602 Direct

AGREEM

ENT FOR CONTRACT SERVICES
By an
d Between

CITY OF
BELL
and
_____________________________________
CM Simple Janitorial LLC

AGREEMENT FOR CONTRACT SERVICES

BY AND BETWEEN THE CITY OF BELL AND
____________________
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day
of ________, 2022 by and between the City of Bell, a California munic
ipal corporation (“City”) and ___________________________, _________________ (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties”.

RECITALS
A. City has sought , by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defi ned and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the s
ervi
ces defined and described particularly in Article 1 of this Agreement, was selected by the Ci
ty to perform those services.

C. Pursuant to the City of Bell Municipal Code , Ci ty has authority to enter into and execute thi
s Agreement.

D. The Parties desire to formalize the selection of Consul tant for performance of those services defined and described particularly in Article 1 of t his 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 O F CO NSULTANT

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 Exhi bit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “wor
k” hereunder. As a material inducement to the City entering into this Agreement, Consul
tant 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 cont
emplat
ed 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 inte
nded. For purposes of this Agreement, the phrase “highest professional standards” shall CM Simple Janitorial LLC

- 2 -
01135.0001/333088.1
mean those standards of practice recogn ized by one or more first -class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Scope of Service 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 hereu nder 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 Agr eement. 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 Consultant ’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 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.

- 3 -
01135.0001/333088.1

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 reaso nably 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, wi thout 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 contractors. 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 __________________________________ Dollars ($______) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

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

- 4 -
01135.0001/333088.1
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 Contra ct Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary 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 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. Ex cept 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.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

- 5 -
01135.0001/333088.1

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 t he 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, a nd/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 one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit
“D”).

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 authori zed to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

(Name) (Title)

(Name) (Title)

Dori Mullins
Managing Director of Administration
Alesha Hawkins
Managing Director of Operations

- 6 -
01135.0001/333088.1

(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 [_____________________________ or] such person as may be designated by the City Manager. 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 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

- 7 -
01135.0001/333088.1
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 cumul ative 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.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) Commercial General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive general liability insurance wr itten on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used , then the general aggregate limit shall be twice the occurrence limit. (b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

- 8 -
01135.0001/333088.1
(d) Professional Liability. Professional liability insurance appropriate to the Consultant’s profession. This coverage may be written on a “cla ims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreem ent. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant ’s services or the termination of this Agreement. During this additional 5- year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage. (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 subc ontractors 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.

All of the above policies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City or its officers, employees or agents may apply in excess of, and not contribute with Consultant ’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that wher e the primary insured does not satisfy the self -insured retention, any additional insured may satisfy the self - insured retention.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evide nce of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance , additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATED THEREOF, THE ISSUING COMPANY SHALL MAIL

- 9 -
01135.0001/333088.1
THIRTY (30) -DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant ; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers.

Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant ’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant ’s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

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 from, any and all actions, either judicial, 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 condition of this Agreement, and in connection therewith:

- 10 -
01135.0001/333088.1
(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 limite d to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its subcontra ctors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor co mpliance 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 r esulting 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.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in Califor nia, rated “A” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk m anager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies m ay be changed accordingly upon receipt of written notice from the Risk Manager.

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

- 11 -
01135.0001/333088.1
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 accepted 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 access shall be provided 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, re use 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 d efined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

- 12 -
01135.0001/333088.1

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 attorneys 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 admiss ions 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 reques ts 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 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

- 13 -
01135.0001/333088.1
reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invo ices 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 provision of this Agreement. Acceptance by City of any work or services by Co nsultant 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 r ights or remedies for the same default or any other default by the other party.

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 f or 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 fil e 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.

- 14 -
01135.0001/333088.1

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 prov isions 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 entitled to attorney’s fees shall be entitled to all other reasonable costs for investig ating 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

- 15 -
01135.0001/333088.1
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 r elating 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 emp loyment without regard to their race, 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.A. §§ 1101, et seq. , as amended, and in connection 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, 63 30

- 16 -
01135.0001/333088.1
Pine Avenue, Bell, CA 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 parti es. 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 partie s, 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 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

- 17 -
01135.0001/333088.1
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]

- 18 -
01135.0001/333088.1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a municipal corporation
Monica Arroyo, Mayor
ATTEST:

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

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

By:

Name:

Title:

By:

Name:

Title:

Address:

Tw
o corporate officer signatures required when C onsultant 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.