Agenda packet — Bell City Council, September 25, 2024 (part 3 of 4)

TOPA REVISED 12/23 (PAGE 1 OF 2)

TENANT OCCUPIED PROPERTY ADDENDUM
(For use when selling tenant occupied 1-4 unit properties) (C.A.R. Form TOPA, Revised 12/23)
TENANT OCCUPIED PROPERTY ADDENDUM (TOPA PAGE 1 OF 2)

CALIFORNIA

ASSOCIATION

OF REALTORS
®
This is an addendum to the Purchase Agreement, OR □ Counter Offer No._______, □ Other __________________________________ _____________________________________________________________________________, (“Agreement”), dated ____________, on property known as _________________________________________________________________________________(“Property”), between _____________________________________________________________________________________________(“Buyer”), and _________________________________________________________________________________________________(“Seller”).

Buyer and Seller are referred to as the “Parties.” For the purpose of this Tenant Occupied Property Addendum, Tenant shall mean any adult person, other than Seller, who is occupying the Property, whether or not paying rent.

1. A. TENANT(S) TO REMAIN IN POSSESSION: Buyer shall take Property subject to the rights of existing Tenant(s), and under the terms and conditions specified in paragraph 2.

OR B. □ PROPERTY TO BE DELIVERED VACANT:
(1) The Property (or Unit(s) __________) shall be delivered vacant, without existing Tenant(s). (2) If Seller, after exercise of good faith attempts and subject to applicable Law, is unable to remove existing Tenant(s) by Close Of Escrow (or □ 5 Days prior to COE): (i) Buyer may cancel this Agreement and Buyer’s sole remedy shall be return of deposit(s) and Buyer’s reasonable out-of-pocket expenses for inspection reports and appraisal fees under the Agreement, or (ii) Buyer may elect to proceed with the transaction with the Tenant(s) in possession and waives any claim for other damages or compensation arising out of the Tenant(s) remaining in possession. (3) If Seller is able to remove existing tenants prior to Close of Escrow, Seller, as applicable, shall disclose to Buyer: (i) when the Property became vacant; (ii) whether the tenant vacated voluntarily, and if so whether Seller paid the tenant to leave; (iii) whether Seller filed a lawsuit (unlawful detainer) to attempt to evict the Tenant, and if so, whether the lawsuit ended in a judgment.
(4) Even if, pursuant to the Agreement, Seller remains in possession after Close of Escrow, no Tenant(s) shall remain, except: __________________________________________________________________________________________.

OR C. □ BUYER IS A TENANT IN PROPERTY
(1) Buyer occupies the Property (or Unit(s) __________). Paragraph 2 of this TOPA form shall not apply for the Property (or Unit(s)) occupied by Buyer.
(2) Security Deposit:
(A) Seller shall transfer to Buyer, through escrow, (i) all unused Tenant(s) deposits, if any, and (ii) all prepaid but unearned rents, if any, prorated as of Close Of Escrow.

OR (B) ______________________________________________________________________________________________. (3) For any units not occupied by Buyer, all other terms of this TOPA shall apply.

2. TENANT REMAINING IN POSSESSION ADDITIONAL TERMS:

A. Tenant Deposits and Unearned Rent: Seller shall transfer to Buyer, through escrow, (i) all unused Tenant(s) deposits, if any, and (ii) all prepaid but unearned rents, if any, prorated as of Close Of Escrow. Seller shall disclose to Buyer any Tenant delinquencies. □ Seller shall credit Buyer for any delinquent rent, prorated as of Close Of Escrow.

B. Government Compliance: No warranty is made concerning compliance with governmental restrictions, if any, limiting the amount of rent that can lawfully be charged, the maximum number of persons who can lawfully occupy the Property, or the ability of Buyer to remove any Tenant(s) from possession. Buyer is advised to carefully read and consider the attached □ Rent Cap and Just Cause Addendum (C.A.R. Form RCJC) which may impact Buyer’s and Tenant(s)’ rights and obligations under the Law.

Buyer is advised that local ordinances may also affect Buyer’s and Tenant(s)’ rights and obligations.

C. Proposed Changes:
(1) Seller shall give Buyer written notice of (i) any changes to existing leases or tenancies; (ii) new agreements to lease or rent; or (iii) changes to the status of the condition of the Property (“Proposed Changes”) at least 7 (or_____) Days prior to any Proposed Changes.
(2) Buyer shall, within 5 (or _____) Days after receipt of notice of Proposed Changes, give Seller notice of Buyer’s objection to the Proposed Changes in which case Seller shall not make the Proposed Changes.

D. Personal Property Included in Sale:
(1) A complete list of all personal Property of Seller currently used in the operation of the Property and included in the purchase price shall be delivered to Buyer with the time specified in paragraph 14. (2) Seller shall deliver title to the personal property by Bill of Sale, free of all liens and encumbrances, and without warranty of condition.
(3) As additional security for any note in favor of Seller for any part of the purchase price, Buyer shall execute a UCC-1 Financing Statement to be filed with the Secretary of State, covering the personal property included in the purchase, replacement thereof and insurance proceeds.

E. Seller Documentation and Additional Disclosure: Within the time specified in the Agreement for Seller Delivery of Documents, and subject to Buyer’s right of review, Seller shall disclose, make available or Deliver, as applicable, to Buyer, the following information:
(1) RENTAL SERVICE AGREEMENTS: (i) All current leases, rental agreements, service contracts, and other agreements pertaining to the operation of the Property; (ii) A rental statement including names of Tenant(s), rental rates, period of rental, date of last rent increase, security deposits, rental concessions, rebates or other benefits, if any, and a list of delinquent rents and their duration. Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business.
(2) □ INCOME AND EXPENSE STATEMENTS: (if checked) The books and records for the Property, if any, including a statement of income and expense for the 12 months preceding Acceptance. 4 Created by Lillie Reda with SkySlope® Forms
Mohamad Khalil, Cecilia Khalil
Bell city community housing authority
04/02/2024
6502 - 06 Flora Ave, Bell, CA 90201
DigiSign Verified - b7a2628e-c66b-4ca1-b6bf-17b9a6487ecf CKMK
Docusign Envelope ID: F0F67863-A450-4E1D-8D40-B5DC89B71DC8

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TOPA REVISED 12/23 (PAGE 2 OF 2)
TENANT OCCUPIED PROPERTY ADDENDUM (TOPA PAGE 2 OF 2)
Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS ® 525 South Virgil Avenue, Los Angeles, California 90020
© 2023, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS®. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics. (3) □ TENANT ESTOPPEL CERTIFICATES: (if checked) Tenant Estoppel Certificates (C.A.R. Form TEC). Tenant Estoppel Certificates shall be completed by Seller or Seller’s agent and delivered to Tenant(s) for Tenant(s) to sign and acknowledge:
(i) that Tenant(s)’ rental or lease agreements are unmodified and in full force and effect, (or if modified, stating all such modifications); (ii) that no lessor defaults exist; and (iii) stating the amount of any prepaid rent or security deposit. Seller shall exercise good faith to obtain Tenant(s)’ signature(s), but Seller cannot guarantee Tenant(s)’ cooperation. In the event Seller cannot obtain signed Tenant Estoppel Certificates within the time specified above, Seller shall notify Buyer and provide the unsigned one that was provided to Tenant(s). If, after the time specified for Seller to Deliver the TEC to Buyer, any Tenant(s) sign and return a TEC to Seller, Seller shall Deliver that TEC to Buyer. (4) SURVEY, PLANS, AND ENGINEERING DOCUMENTS: If in Seller’s possession, Copies of surveys, plans, specifications, and engineering documents, if any, prepared on Seller’s behalf on in Seller’s possession. (5) PERMITS: If in Seller’s possession, Seller shall Deliver to Buyer copies of all permits and approvals, certificates of occupancy, conditional use permits, development plans, and licenses and permits pertaining to the operation of the Property. (6) STRUCTURAL MODIFICATIONS: Seller shall disclose to Buyer in writing any known structural additions or alterations to, or the installation, alteration, repair or replacement of, significant components of the structure(s) upon the Property. (7) SECURITY DEPOSITS: (i) An itemization of all lawful deductions made from Tenant(s) security deposits, if any, and (ii) a statement of the security deposit remaining after any lawful deductions have been made (C.A.R. Sample Letter Change of Ownership and Security Deposit Allocation).

SELLER REPRESENTATIONS: Unless otherwise disclosed, under paragraph 11 of the Agreement or under any disclosure Delivered to Buyer:
(1) Seller represents that Seller has no actual knowledge that any Tenant(s): (i) has any current pending lawsuit(s), investigation(s), Inquiry(ies), action(s), or other proceeding(s) affecting the Property of the right to use and occupy it; (ii) has any unsatisfied mechanics or materialman lien(s) affecting the Property; and (iii) is the subject of a bankruptcy. If Seller receives any such notice, prior to Close Of Escrow, Seller shall immediately notify Buyer. (2) Seller represents that no Tenant is entitled to any rebate, concessions, or other benefit, except as set forth in the rental service agreements.
(3) Seller represents that the documents to be furnished are those maintained in the ordinary and normal course of business and the income and expense statements are and used by Seller in the computation of federal and state income tax returns.

By signing below Buyer and Seller acknowledge that each has read, understands, has received a copy of and agrees to the terms of this Tenant Occupied Property Addendum.

Buyer __________________________________________________________________________________ Date ________________ Buyer __________________________________________________________________________________ Date ________________ Seller __________________________________________________________________________________ Date ________________ Seller __________________________________________________________________________________ Date ________________ Mohamad Khalil
Created by Lillie Reda with SkySlope® Forms
Cecilia Khalil
Bell city community housing authority
DigiSign Verified - b7a2628e-c66b-4ca1-b6bf-17b9a6487ecf 04/02/2024Cecilia Khalil
Mohamad Khalil 04/02/2024
Docusign Envelope ID: F0F67863-A450-4E1D-8D40-B5DC89B71DC8 9/20/2024
City Manager/Executive DirectorMichael L. Antwine II

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Published and Distributed by:

REAL ESTATE BUSINESS SERVICES, LLC.
a subsidiary of the CALIFORNIA ASSOCIATION OF REALTORS ® 525 South Virgil Avenue, Los Angeles, California 90020
ADDENDUM No. _______
(C.A.R. Form ADM, Revised 12/21)
ADDENDUM (ADM PAGE 1 OF 1)
ADM REVISED 12/21 (PAGE 1 OF 1)
The following terms and conditions are hereby incorporated in and made a part of the Purchase Agreement, OR n Residential Lease or Month-to-Month Rental Agreement, n Transfer Disclosure Statement (Note: An amendment to the TDS may give the Buyer a right to rescind), n Other ________________________________________________________________________ _, dated ,___________ on property known as ______________________________________________________________________ __________________________________________________________________________________________ (“Property/Premises”), is referred to as (“Buyer/Tenant”)in which __________________________________________________________________________ is referred to as (“Seller/Landlord”). and __________________________________________________________________________ Buyer/Tenant and Seller/Landlord are referred to as the “Parties.” ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ __________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ ___________________________________________________________________________________________________________ __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ __________________________________________________________________________________________________________ The foregoing terms and conditions are hereby agreed to, and the undersigned acknowledge receipt of a copy of this Addendum.

Buyer/Tenant _____________________________________________________________________________ Date ______________ Buyer/Tenant _____________________________________________________________________________ Date ______________ Seller/Landlord ____________________________________________________________________________ Date ______________ Seller/Landlord ____________________________________________________________________________ Date ______________ © 2021, California Association of REALTORS®, Inc. United States copyright law (Title 17 U.S. Code) forbids the unauthorized distribution, display and reproduction of this form, or any portion thereof, by photocopy machine or any other means, including facsimile or computerized formats. THIS FORM HAS BEEN APPROVED BY THE CALIFORNIA ASSOCIATION OF REALTORS® (C.A.R.). NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ACCURACY OF ANY PROVISION IN ANY SPECIFIC TRANSACTION. A REAL ESTATE BROKER IS THE PERSON QUALIFIED TO ADVISE ON REAL ESTATE TRANSACTIONS. IF YOU DESIRE LEGAL OR TAX ADVICE, CONSULT AN APPROPRIATE PROFESSIONAL. This form is made available to real estate professionals through an agreement with or purchase from the California Association of REALTORS®. It is not intended to identify the user as a REALTOR®. REALTOR® is a registered collective membership mark which may be used only by members of the NATIONAL ASSOCIATION OF REALTORS® who subscribe to its Code of Ethics.

CALIFORNIA

ASSOCIATION

OF REALTORS
®
Mohamad Khalil, Cecilia Khalil
Bell city community housing authority
Created by Lillie Reda with SkySlope® Forms
Bell CA 90201
Cecilia Khalil
04/17/2024 6502 - 06 Flora Ave
2 Mohamad Khalil
This offer expires on July 16th 2024 at 5 PM.

Bell city community housing authority
DigiSign Verified - 9202e9e5-49ea-4a13-9721-e3167d896614 05/16/2024Cecilia Khalil
Mohamad Khalil 05/16/2024
Docusign Envelope ID: F0F67863-A450-4E1D-8D40-B5DC89B71DC8 Subect to
Addendum 4
9/20/2024

Page 166 ends

Published and Distributed by:

CALIFORNIA

ASSOCIATION

OF REALTORS
®
Mohamad Khalil
6502 - 06 Flora Ave
This offer will expire on 09/30/2024 at 5:pm
Mohamad Khalil, Cecilia Khalil
3 04/17/2024
Cecilia Khalil
Bell CA 90201
Bell city community housing authority
Bell city community housing authority
Created by Lillie Reda with SkySlope® Forms
DigiSign Verified - f941b77c-eac4-422f-a792-2ec8a5836e49 Cecilia Khalil 08/06/2024
Mohamad Khalil 08/06/2024
Docusign Envelope ID: F0F67863-A450-4E1D-8D40-B5DC89B71DC8 Subject to
Addendum 4
9/20/2024

Page 167 ends

Published and Distributed by:

CALIFORNIA

ASSOCIATION

OF REALTORS
®
4 Bell city community housing authority
04/17/2024
Purchase price to be 1,240,000 . One Million two hundred forty thousand dollars.

Mohamad Khalil, Cecilia Khalil
Bell city community housing authority
6502 - 06 Flora Ave
Created by Lillie Reda with SkySlope® Forms
Bell CA 90201
Cecilia Khalil
Mohamad Khalil
DigiSign Verified - a9ca8514-827d-44cc-aea3-cca055eaff77 09/20/2024Cecilia Khalil
Mohamad Khalil 09/20/2024
Docusign Envelope ID: B1B99DDD-EF91-48FB-9A67-9AA6FE7C498E 9/20/2024
Michael L. Antwine II

Page 168 ends

Resolution 2024-42

Page 1 ends

RESOLUTION NO. 2024-42
A RE

SOLUTION OF THE BELL COMMUNITY HOUSING

AUTHORITY AUTHORIZING THE SALE OF PROPERTY
LOCATED AT 6502-6506 FLORA AVENUE IN THE CITY OF
BELL
WHEREAS, the CITY OF BELL COMMUNITY HOUSING AUTHORITY (“BCHA”) owns certain real property located at 6502-6506 Flora Avenue; and WHEREAS, the Surplus Land Act, Government Code sections 54220 et seq., applies when a local agency disposes of “surplus land,” as that term is defined in Government Code section 54221; and
WHEREAS, on October 9, 2019, Governor Newsom signed Assembly Bill (“AB”) 1486.

AB 1486 significantly amended the Surplus Land Act effective January 1, 2020. These amendments included, among others, changing the previous, long- standing definitions of “surplus land” and “exempt surplus land”; providing that property shall be declared either “surplus land” or “exempt surplus land” before a local agency may take any action to dispose of it; and adding a new limitation providing that an “agency’s use” “shall not include commercial or industrial uses or activities, including nongovernmental retail, entertainment, or office development” or “property disposed of for the sole purpose of investment or generation or revenue”; and
WHEREAS, on October 11, 2023, the Governor signed Assembly Bill 480 (“AB 480”) and Senate Bill 747 (“SB 747”) into law, which further clarify provisions of the Surplus Land Act.

AB 480 and SB 747 became effective on January 1, 2024, and generally provide some increased flexibility as it pertains to the lease of public agency land, expands the definition of exempt surplus land, and clarifies the assessment of penalties for non-compliance; and WHEREAS, the Properties would fall within the definition of “surplus land” pursuant to Government Code section 54221, as amended by AB 1486; and WHEREAS, in order to pursue new uses for the Properties, including the possible disposition through a sale or lease of the property, the BCHA must now comply with the Surplus Land Act as amended by AB 1486 (“SLA”); and
WHEREAS, pursuant to the SLA, BCHA staff will send a written notice of availability of the properties by electronic mail or by certified mail to all the entities identified in Government Code section 54222; and
WHEREAS, subject to Government Code section 54227, if one of the entities/agencies desires to purchase or lease the properties after having received notice, it must indicate its interest to do so in writing within 60 days of the date of the BCHA’s notice, and the BCHA and the entity/agency so responding to the notice may negotiate price and terms for the disposition of the Properties; and
WHEREAS, pursuant to Government Code 54223, in the event no agreement is reached between the BCHA and any interested entity/agency after a good faith negotiation period of 90 days, the Properties may be disposed of without further regard to the SLA.

Page 169 ends

Resolution 2024-42

Page 2 ends

WHEREAS, in April 2023, the City issued a written Notice of Availability (NOA) regarding the property located at 6502-06 Flora Avenue to all of the entities identified in Government Code section 54222, which include local public entities and housing sponsors that have notified the California Department of Housing and Community Development (“HCD”) of their interest in surplus land for the purpose of developing low - and moderate-income housing, to any regional park authority and the State Resources Agency for open- space purposes; and local school districts for the purpose of school facilities or use; and

WHEREAS, during the 60- day NOA process the City did not receive any proposals in accordance with the Surplus Land Act. At the conclusion of the SLA process staff requested and received approval from the California Department of Housing and Community Development (“HCD”) of the City’s compliance with Surplus Land Act. After which, staff engaged the services of Sperry Commercial Real Estate to advertise and market the property. The City received various offers on the property and based on staff review and consultation with Sperry Real Estate and Council direction, staff recommended Mr. Mohammad and Mrs. Cecilia Khalil as the buyer for this property.

WHEREAS, staff is recommending to sale property located at 6505- 6506 Flora Avenue to Mr. Mohammad and Mrs. Khalil in the amount of $1,240,000.

NOW, THEREFORE, BE IT RESOLVED BY THE BELL COMMUNITY HOUSING AUTHORITY OF THE CITY OF BELL:

Section 1. The foregoing recitals are hereby incorporated and adopted as the findings of the Bell Community Housing Authority (BCHA).

Section 2. For purposes of compliance with the SLA, 6502- 6506 Flora Avenue in the City of Bell, was declared surplus land.

Section 3. Approves the sale of 6502-6506 Flora Avenue to Mr. Mohammad and Mrs.

Khalil in the amount of $1,240.000.

Section 4. That t he City Manager, or his designee, is authorized to sign any and all documents related to the sale, disposition and reuse of the property.

PASSED, APPROVED AND ADOPTED this 25
th day of September 2024.

________________________________
Ali Saleh, Mayor
APPROVED AS TO FORM:

__________________________
David Aleshire, City Attorney

Page 170 ends

Resolution 2024-42

Page 3 ends

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, hereby attest to and certify that the foregoing resolution is the original resolution adopted by the Bell City Council at its regular meeting held on the 25th day of September 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Angela Bustamante, City Clerk

Page 171 ends

AGENDA ITEM 3
D
ATE: September 25, 2024
TO
: Mayor and Members of the City Council
F
ROM: Javier Ochiqui, Assistant to the City Manager
APPR
OVED Michael L. Antwine II (e-signature)
BY: __________________________________
Michael L. Antwine II, City Manager
SU
BJECT: Consideration to approve an Agreement with EV Charging Solutions, Inc. (EVCS) for the Construction and Acquisition of Electric Vehicle Charging Stations at City Hall, Community Center, and the Bell Library
RECOMMENDATION:

I
t is recommended that the City Council take the following actions:

1. A
pprove an agreement with EV Charging Solutions, Inc. to participate in the “Charge Ready Charging Infrastructure and Rebate” program which includes the construction of necessary electrical infrastructure and equipment necessary for electric vehicle charging stations at City Hall, Community Center, and the Bell Library; and

2. A
uthorize the City Manager, or designee, to approve the agreement and any amendments, subject to review and approval from the City Attorney.

BACKGROUND:

I
n March 2023, SCE announced a new program, the Charge Ready Small Site Rebate program, which aimed at providing rebates for constructing the infrastructure for new electric vehicle charging stations. The SCE Charge Ready program allows government agencies with public parking to participate in a program where SCE provides and funds some of the infrastructure necessary for EV charging stations. Additionally, the Los Angeles County program, Public Power- Up, covers all the costs of purchasing and installing EV charging stations.

O
n December 13, 2023, the City Council approved an Agreement with SCE and LA County for the Construction and Acquisition of Electric Vehicle Charging Stations at City Hall, Community Center, and the Bell Library.

DISCUSSION:

I
n early 2024, the energy efficiency audit that was conducted by SoCalREN at City Hall, Community Center, and the Bell Library qualified these locations for the SCE Charge Ready and the Los Angeles County Public Power -Up programs. This project consists of installing 3 EV charging stations (4 ports per location) at Bell Library, City Hall, and Bell Community Center, which will allow for the 12 EV to be charged at one time.

City of Bell
Agenda Report

Page 172 ends

AGENDA ITEM 3
Site Name Site Address Port Count

Bell City Hall 6330 Pine Ave. Bell, CA 90201 4
Bell Community Center 6250 Pine Ave. Bell, CA 90201 4
Bell Library 4411 Gage Ave. Bell, CA 90201 4

Please note: the City Hall EV Charging ports will be in front of the Police Station closest to the Fire Department

Page 173 ends

AGENDA ITEM 3

Revenue Sharing and Deal Points (Highlights)
• City will provide EVCS project site access
• City to waive $5,000 refundable deposit
• City to provide utility easement
• The Equipment installed by EVCS is intended to generate revenue through the customers utilizing specialized equipment
• EVCS shall, determine the price/rate at which electricity shall be sold to consumers • EVCS to pay the Site Host (City) $0.03 cents for each kWh of electricity sold plus 100 percent of the cost of electricity utilized by the equipment • 5- year term
• EVCS reserves the right to an optional ten (10) year extension option • EVCS shall retain title to and ownership of equipment

Project Milestones and Timeline

Milestones and Deliverables Lead Support Status

Complete interest form Agency Complete

Vet sites on interest form for
program eligibility
Public Power-Up Agency, Public Power-
Up
Complete

Execute non -binding SCE
Charge Ready Customer
Authorization Form

Agency Complete
Submit SCE Charge Ready
Small Site Rebate application

Public Power-Up Agency, SCE Complete

Page 174 ends

AGENDA ITEM 3
Conditional Public Power -Up
Reservation Notification

Public Power-Up Complete
Obtain agency approval (agency
board/council approval - if
required)
Agency Agency, Public Power -
Up
Complete
Execute Binding SCE Program
Agreement Form

Agency Public Power-Up Complete
Select program-approved vendor
for equipment & installation and
ownership model of charging
stations

Agency Public Power-Up In process
Submit proof of purchase for
charging stations to SCE
Public Power-Up Agency In process

Contract with a C -10 licensed
electrician to conduct existing
service evaluation

Agency Public Power-Up TBD
Coordinate with SCE Local
Planning to perform any
necessary panel upgrades

Agency, SCE Public Power-Up TBD
Complete customer -side
infrastructure design and submit
necessary documentation to
SCE

Agency Public Power-Up TBD
Approve SCE-generated designs
for utility-side infrastructure

Agency, SCE Public Power-Up TBD
Obtain necessary permits for EV
charger infrastructure and
installation

Agency Public Power-Up TBD
Hold pre -construction meeting
with SCE, purchase equipment,
and manage all customer -side
infrastructure work with selected
contractor
Agency, SCE Public Power-Up TBD
Execute Site Host Agreement
with charging station vendor prior
to installation
Agency Public Power-Up TBD

Install EV charging equipment Public Power -
Up, Agency
TBD

Submit incentive request to SCE

Public Power -
Up, Agency
TBD

Page 175 ends

AGENDA ITEM 3

FISCAL IMPACT:

The estimated construction costs will be approximately $120,000. The construction costs will be covered with the use of ARPA funds. It is estimated that through the grant, SCE will reimburse the city $10,000 per port or up to $40,000 per location. The final reimbursement amount will be determined prior to the start of construction.

ATTACHMENT(S):

1. Agreement with EV Charging Solutions, Inc.

Page 176 ends

EV Charging Solutions • 11800 Clark Street • Arcadia, CA 91024 • P 323.400-EVCS (3827) • www.EVCS.com -16-

SITE HOST AGREEMENT
This Site Host Agreement (hereafter the “Agreement”) is effective as of 8/28/2024 (hereafter the “Effective Date ”) by and between EV Charging Solutions, Inc., a California for benefit corporation with its principal place of business at 11800 Clark Street, Arcadia, California 91006 (hereafter “EVCS”), and the City of Bell with its principal place of business located at 6330 Pine Avenue, Bell, California 90201 (hereafter “Site Host”). EVCS and Site Host may collectively be referred to herein as the “Parties” or individually as “Party.”

RECITALS

WHEREAS, EV
CS has access to public and/or private funding to install and operate Level II Charging stations used for charging and/or recharging electric vehicles (hereafter the "Equipment"); and
WHEREAS, th
is funding is intended to improve the availability and reliability of electric vehicle charging systems; and

WHEREAS, S
ite Host wishes to allow the construction, operation, and/or maintenance of one or more items of Equipment on its real property (hereafter “Property” and/or “Site”) in the location more specifically identified herein and also wishes to allow public use of the Equipment; and WHEREAS, the
Parties wish to collaborate by utilizing their respective resources to promote the electric transportation sector; and
WHEREAS, t
he Parties wish to share the revenue realized from the sale of electricity stemming from the utilization of the Equipment on the Property as more fully described below; and

WHEREAS,
the Parties desire that this Agreement shall remain in effect, subject to the terms and conditions set forth below, for five (5) years after the commissioning date (i.e., date when the Equipment is placed in service on the Property); and

NOW, TH
EREFORE, in consideration of the promises set forth herein, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, EVCS and Site Host agree as follows:

1. Recita
ls

Page 177 ends

EV Charging Solutions • 11800 Clark Street • Arcadia, CA 91024 • P 323.400-EVCS (3827) • www.EVCS.com -16-

The Parties agree that the foregoing Recitals are true, correct, and accurate.

EVCS’ General Obligations for Equipment and Services is funded by the Charging and Fueling Infrastructure grant which will meet the National Electric Vehicle Infrastructure requirements. Some of the requirements (as of 3/26/2024) are as follow:
● Minimum of four (4) network-connected chargers at a site ● Power-level: At least 150 kW and 6 kW for DCFC(Level III) and Level II respectively
● Must be available for use and accessible to the public at least as frequently as the business operating hours of the site host
● Payment - Contactless payment method and either payment through phone call or SMS
● Maintained for at least 5 years
● Meet Build America, Buy America Act requirements
● Specific requirements related to charger interoperability, installation, security, traffic control devices or on-premises signs and data monitoring and submittal

EVCS shall provide the following equipment and services at EVCS’ sole expense:

a) Purchase of the Equipment (consisting of 12 Level II Stations and 0 DCFC Stations), the general specifications for which are detailed in Exhibit A together with all other mechanical, electrical, and physical components necessary for the installation, connection, and operation of the Equipment in accordance with this Agreement (the Parties agree that the Equipment delivered to the Property shall be the same or similar to the equipment detailed in Exhibit A);

b) Preparation of the Property and installation of the Equipment at the location(s) appr
oved, specified and identified by Site Host (the “Project Site”) and performed by qualified and licensed contractor(s) in accordance with local codes, permitting, and inspection requirements, as detailed in Exhibit B. Once funding is reserved and further feasibility and recommendations are made by EVCS’ electrical contractor in accordance with Site Host’s written approval, the Parties shall further specify the approved location(s) and Site design by mutual written agreement on Exhibit B;

c) Pay
ment of all costs of its contractors associated with the delivery, site preparation, installation, and setup of the Equipment at the Project Site;

d) In EVCS’ sole discretion, design, installation, wiring, connection and integration of the charging system, consumption/use meters, and related equipment into the public power grid in a manner sufficient to allow operation of the charging station(s) and the ongoing metering of power usage from each charging port;

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e) Ongoing maintenance/repairs of the Equipment for the term of the Agreement;

f) All necessary communications, instructions, and network systems to facilitate public use of the Equipment to charge electric vehicles; and

g) Periodic reports to Site Host on the utilization of the Equipment.

2. Site Host General Obligations
Site Host shall undertake the following, at Site Host’s sole expense:

a) Provide full, complete and unfettered access to EVCS for the placement, use, and operation of the Equipment at the Project Site for the full term of this Agreement;

b) A five thousand dollar ($5,000) refundable deposit (hereafter “Refundable Deposit”) to EVCS is waived.

c) Provides the necessary temporary construction access for EVCS and its contractors for preparation of the Project Site and for installation of the Equipment;

d) Provides necessary ongoing utility easements and /or access for installation, usage, and maintenance of power lines, conduits, meters and Equipment;

e) Allow full, complete and unfettered ongoing access to the Project Site and Equipment in order for EVCS to collect, use, and distribute data;

f) Will not knowingly allow the Equipment to be, and will take all reasonable steps to prevent the Equipment from being opened, accessed, modified, or repaired by anyone other than EVCS or its licensed contractors;

g) Will not sell, alienate, hypothecate, transfer, assign, encumber or otherwise pledge the Equipment;

h) Use best efforts to prevent damage and vandalism of any type to the Equipment;

i) Will not, and will not permit or allow any third party to, open, move, modify, reverse engineer, or disassemble the whole or any part of the Equipment or any part thereof in any manner;

j) Will not, and will not permit or allow any third party to, uninstall the Equipment;

k) Allow EVCS and its approved contractors full, complete and unfettered access to the Project Site for installation, maintenance, repair, replacement and approved de- installation of the Equipment;

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l) Cause the Project Site to be maintained in a clean, safe, and orderly condition, utilizing at least the same standard as to which other areas at the Property that are under the Site Host's control are maintained;

m) Assign to EVCS all right, title and interest in and to all and any rebates that Site Host may receive relating to the Equipment, and/or this Agreement; including, but not limited to, (a) rebates or other payments based in whole or in part on the cost or size of equipment, (b) performance-based incentives paid as periodic payments, (c) tax credits, grants or benefits, and (d) any other attributes, commodities, revenue streams or payments, in each of (a) through (d) under any present or future law, standard or program and whether paid by a utility, private entity or any governmental, regulatory or administrative authority.

n) Assign EVCS all right, title and interests in and to environmental credits (e.g., carbon credits) relating to the Equipment, and/or this Agreement; including, but limited to electric vehicle charging or renewable energy credits or certificates, carbon credits and any similar environmental or pollution allowances, credits or reporting rights.

o) Assign EVCS all right, title and interest in and to the enrollment of the Equipment into a demand response program and any and all economic benefit arising from such an enrollment. If demand response program benefits credits the Site Host utility bill, the utility bill credit will be used to offset cost of electricity described in paragraph 4 and subchapter d (4.d.) and demand charges described in paragraph 4 and subchapter e (4.e.) and if the demand response credits are in excess of demand charges and cost of electricity, EVCS can request Site Host for reimbursement of such excess. The Site Host agrees to issue such a reimbursement within thirty (30) days of request by EVCS.

p) Blank..

q) Shall fully cooperate and promptly communicate with EVCS during the entire time period required by EVCS to complete the preparation of the Project Site and the installation of the Equipment. Site Host understands and acknowledges that EVCS will expend a significant amount of time, resources and effort to assess the Project Site, secure funding for the installation of the Equipment, and initiate engineering and design for the Equipment. Site Host understands and acknowledges that the timeframe for completion of the Equipment installation is in part dependent on third parties, such as utility providers, rebate and permitting authorities and grant organizations, and thus the amount of time it takes to complete installation of the Equipment at the Project Site is often outside of EVCS’ control. Thus, Site Host agrees that its cooperation as described above is of the essence of this Agreement,

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and the breach of these provisions shall be a material breach that shall cause substantial harm to EVCS.
r) Provid
e EVCS with prompt notification of the sale or transfer of the Project Site, which notice shall include current contact information of the buyer or transferee.

3. Revenue Sharing
The Parties agree that:
a) The Equipment installed by EVCS is intended to generate revenue through the patronage
of customers utilizing the Equipment placed with the Site Host. b) EVCS shall, in its discretion, determine the price/rate at which electricity shall be sold to consumers utilizing the Equipment.
c) EVCS
will collect the proceeds generated fro m the sale of electricity from the Equipment placed with
the Site Host and pay Site Host $0.05 (Five cents) for each kWh of electricity
sold to customers, plus 100% of the cost of electricity utilized by the Equipment; in the event the Site Host is responsible to pay for the cost of such electricity usag
e. Site Host may, in Site Host’s discretion, offer certain customers free or discounted charging rates, provided, however, that EVCS will offset any revenue share amounts owed to Site Host by an amount proportionate to the reduction in revenue caused by such discounts. In the event there is a balance owed from Site Host to EVCS
as a result of such discounts, Site Host shall remit payment to settle said balance within
ninety (90) days of receipt of a request for payment from EVCS. d) In t he event Site Host incurs any utility provider assessed incremental demand chargers strictly
in connection with the operation of the installed Equipment, Site Host shall present
these charges, including any support and back-up documentation that substantiates the charges to EVC S, and EVCS shall reimburse Site Host for these substantiated charges within ninety (90) days
of receipt of a request for payment from
EVCS.
e) EVCS at its
sole option will have the right to own the electricity service meter and/or utility service account servicing the Equipment.
f) Site
Host understands and acknowledges that EVCS will expend a significant amount of time, resources and effort to assess the Project Site, secure funding for the installation of the Equipment, and initiate engineering and design for the Equipment. In order to
allow EVCS
to perform the necessary revenue sharing calculations, and reimburse any electrical costs, Site
Host will provide EVCS with a hard copy or electronic/digital copy of Site Host's
electricity bills or will allow EVCS to view the bills electronically on an on-going basis. In the event EVCS is unable to obtain copies of the electricity bills, or copies are not provided by the Site Host, then EVCS, in its sole discretion, may either (i) withhold payment until the
electricity bills are provided, or (ii) calculate the amount

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of reimbursement for electricity using information available to EVCS from the administrative panel (i.e., which indicates the amount of electricity that was dispensed by the charger(s)) and then assign, in its sole discretion, a per kWh value that will be multiplied by the amount of electricity dispensed by the charger(s). If EVCS chooses the above second option, then (a) once such calculation is made EVCS shall issue reimbursement for electricity based thereon, and (b) if the Site Host thereafter provides copies of appropriate electricity bills to EVCS, then EVCS will true up the calculation and issue payment for any resulting shortfall for the prior 12 months of activity from the date of electricity bills being submitted to EVCS.
g) EVCS will have forty-five (45) days after the end of each calendar quarter, to remit the appropriate revenue share payment to Site Host. The billing cycle will begin on the first day of the quarter and end on the last day of that same calendar quarter. EVCS shall provide Site Host with a quarterly accounting statement within forty-five (45) days following the end of the previous quarter indicating the total amount of revenue generated, including any offsets or reductions to revenue, and the resulting net revenue share amount owed to Site Host.
h) Notwi
thstanding anything to the contrary in this Section 4, if the total quarterly amount owed to Site Host is less than one hundred dollars ($100), then EVCS may, in its sole discretion, choose to withhold payment payout to the Site Host until at least one hundred dollars ($100) is due to Site Host.
i) See Exhibit D for Site Host ACH payment information. If such information is provided, EVCS shall make all required payments via ACH direct deposit, until further notice from Site Host.

4. Term of Agreement:

The term hereof shall begin upon the Effective Date. The date the Equipment becomes operational will hereafter be referred to as the "Commencement Date." The term hereof shall expire (unless renewed or extended) five (5) years from the Commencement Date (hereafter the "Termination Date”), unless sooner terminated in accordance with the provisions hereof.
a) Optional Extension Clause
The Site Host may, in its sole and absolute discretion, extend the term of this Agreement for an additional five (5) years.
b) Early T
ermination Clause
This Agreement may be terminated upon thirty (30) days’ written notice to either party without penalty or fee in the following instances:

In the case
of EVCS, at any time and for any reason prior to the submission of the

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permit application for construction of the Equipment, at the Project Site, or thereafter at any time in the event that EVCS determines that the construction or continued operation of the Equipment is impracticable or uneconomical.

In the case
of Site Host, in the event the Commencement Date has not occurred within eighteen (18) months following the Agreement Date, provided that Site Host’s rights to terminate under this section shall terminate upon the Commencement Date.

5. Owner
ship of Equipment and Content
EVCS shall retain title to and ownership of the Equipment. All the information, content, services and software displayed on, transmitted through, stored within, or otherwise used in connection with the use and operation of the Equipment, including, but not limited to data, text, photographs, images, illustrations, video, html, source and object code, software, internet account access, advertising, and the like (collectively, the “Content”) is owned exclusively by EVCS. Once this Agreement is terminated EVCS shall remove equipment at no cost to the Site Host and restore the Project Site to the condition existing prior to the presence of any installation, alterations, and/or improvements made by EVCS as herein provided.

6. Insta
llation Activities
EVCS shall, at its sole cost and expense, be responsible for all installation activities (hereafter "Installation Activities") required to support the operation of the Equipment, and services therewith, including the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, repaving, and landscaping. EVCS shall obtain written approval from the Site Host prior to commencing each task that comprises Installation Activities.

7. Limitation
s on Use of Project Site
The Project Site and related parking spaces made available to the Project Site may be used for providing publicly-accessible electric vehicle charging. Site Host shall provide EVCS, its employees and contractors with reasonable access to the parking spaces and Equipment and shall otherwise provide to EVCS the same amenities and services Site Host provides to other users of Site Host’s parking facilities.

8. Utility Charges
EVCS shall be responsible for all electricity costs associated with both the operation of the Equipment and the charging of electric vehicles from the Equipment. Site Host shall cooperate with EVCS efforts regarding provision of electricity to the Equipment. Neither Site Host nor EVCS has any responsibility or liability for interruption, curtailment, failure, or defect in the supply of utilities furnished to the Equipment.

9. Alloc
ation of Environmental Benefits
For the first two years of Agreement term, Site Host assigns to EVCS one hundred percent (100%) of any renewable energy credits, allowances, or other indicators of environmental benefit attributable to the presence of the Equipment; in Agreement years three through five,

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Site Host assigns to EVCS seventy percent (70%) of the interest in environmental credits while EVCS assigns to Site Host thirty percent (30%) of title and interests in and to environmental credits and any similar environmental or pollution allowances, credits or reporting rights.

If th
is Agreement extends under Section 5, then this Section 10 shall continue to remain in effect through the Extended Termination Date.

10. Signage
With the prior written approval from the Site Host, EVCS may place project -related signage to denote the location of the Equipment and the services available and may place other signage or advertising at the Property as EVCS reasonably determines to be practicable or appropriate. EVCS will install and pay all costs and expenses associated with project-related signage that it will supply to denote the location of the Equipment and the services available.

11. Public
ity
During the term of this Agreement, neither party will use the other party’s name, logos, trademarks or service marks in any manner without the other party’s prior written approval, which will not be unreasonably withheld or delayed.

12. Media Content
It is agreed that EVCS may, with prior written approval from the Site Host, oversee the solicitation, contracting, and distribution of any and all media content relating to the Equipment, including but not limited to, any media content data transmitted to or from the Equipment and displayed using the Equipment. EVCS will use commercially reasonable efforts to avoid distributing media content that actually and directly conflicts with Site Host’s media and advertising.

13. Inde
mnification
a) EVCS shall indemnify and hold harmless Site Host, and any tenant, guest, customer, patron, or employee of Site Host, from and against any and all liability and expense of any kind, including reasonable attorneys’ fees, arising from injuries or damages to persons or property resulting in any way from the negligence or willful misconduct of EVCS, its contractors, agents, or employees. EVCS' indemnification obligations herein shall extend only up to the limit of any insurance coverage held by EVCS and insuring it against any such liability. It is a condition of this indemnification provision that EVCS shall receive prompt notice from Site Host of any claim against Site Host for which indemnification from EVCS is claimed.
b) Site Host agrees to indemnify EVCS, its officers, board, employees, and agents, and hold al
l of same harmless from and against any and all liability and expense of any kind, including reasonable attorneys' fees, arising from injuries or damages to persons

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or property resulting in any way from any act or negligence or willful misconduct of Site Host, its contractors, agents or employees. It is a condition of this indemnification provision that Site Host shall receive prompt notice from EVCS of any claim against EVCS.

14. Breach and O
pportunity to Cure
If either party breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of that breach, then the non -breaching party may terminate this Agreement effective as of the end of such thirty (30) day period. Additionally, either party may terminate this Agreement immediately if the other party (i) ceases to do business in the ordinary course; or (ii) either voluntarily or involuntarily files a bankruptcy petition which is not vacated within thirty (30) days of filing. No such termination will be deemed a waiver of any claim for damages by the non-terminating party.

If the
Site Host breaches or wrongfully terminates the Agreement prior to the Termination Date, Site Host will be required to reimburse EVCS for all costs incurred relating to the installation of the Equipment within thirty (30) days of receipt of an invoice from EVCS.

The Site Host will also be required to reimburse EVCS for the total amount of any rebates EVCS would have received relating to the Equipment, and/or this Agreement had the Agreement not been breached or wrongfully terminated.

15. Limitation
of Liability

NO WARRANTY, CONDITION OR REPRESENTATION, EXPRESSED,

IMPLIED, ORAL OR STATUTORY, IS PROVIDED TO THE SITE HOST OR

ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY, CONDITION OR REPRESENTATION: (A) OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE; (B) THAT THE EQUIPMENT WILL BE FREE

FROM INFRINGEMENT OR VIOLATION OF ANY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR (C) THAT

THE OPERATION OF ANY SOFTWARE OR HARDWARE SUPPLIED WILL BE UNINTERRUPTED OR ERROR FREE. THIS DISCLAIMER AND EXCLUSION

SHALL APPLY EVEN IF THE EXPRESS WARRANTY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE SITE HOST'S SOLE AND EXCLUSIVE

REMEDIES HEREUNDER AND THE ONLY LIABILITY OF SITE HOST IS EXPRESSLY LIMITED TO THE TERMS OF THE AGREEMENT. EVCS SHALL

NOT BE LIABLE TO THE SITE HOST, OR ANY THIRD PARTY, FOR ANY

OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR

INDIRECT COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION,

LITIGATION COSTS, LOSS OF DATA, LOSS OF PRODUCTION, AND/OR LOSS OF PRO

FIT ARISING FROM ANY CAUSE WHATSOEVER, REGARDLESS OF

THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING

NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

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FOR PURPO

SES OF THIS PROVISION, EVCS INCLUDES EVCS' DIRECTORS,

OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, CONTRACTORS, SUBCONTRACTORS, AND SUPPLIERS.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY

CLAIMS FOR DAMAGES BY EITHER PARTY ARISING UNDER OR IN

CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ACTUAL RECOVERIES UNDER SUCH PARTY’S INSURANCE POLICIES.

16. Dispu
tes
This Agreement is governed by, and must be construed and enforced in accordance with, the laws of California, excluding principles of conflicts of laws. For every dispute regarding this Agreement: (i) the prevailing party is entitled to its costs, expenses, and reasonable attorney fees (whether incurred at trial, on appeal, or otherwise) incurred in resolving or settling the dispute, in addition to all other damages or awards to which the party may be entitled; (ii) each party consents to the jurisdiction of the courts within Los Angeles County, California and agrees that those courts have personal jurisdiction over each party; (iii) venue must be within Los Angeles County, California; and (iv) the parties must submit the dispute to mediation held within the City of Los Angeles. Every mediation must be completed within 3 months of the date when the initial notice demanding mediation was provided by any party. If, for any reason, the dispute is not resolved through mediation within the 3 -month period, then the parties may continue seeking to resolve the dispute by use of any process, including litigation by trial. No waiver of any provision or breach hereof is a waiver of any other provision or breach. All rights and remedies are cumulative and nonexclusive.

17. Noti
ces
All notices and other communications provided hereunder must be in writing and will be deemed given: (i) on the date of hand-delivery; (ii) on the date when sent by facsimile (with confirmation of transmission); (iii) on the date when sent by email, with confirmation of receipt; (iv) the day after sending by a nationally recognized overni ght delivery service (with confirmation of transmission); or (v) 3 days after sending by certified mail (return receipt requested).

For purpos
es of this Agreement, addresses for notification, unless changed from time to time in writing, shall be:

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FOR EVCS:

EV Charging Solutions, Inc.

Attn: Thais Grossi
11800 Clark Street
Arcadia, California 91006
[email protected]
323.400.EVCS (3827)
SITE HOST: SECONDARY/EMERGENCY CONTACT:

Company: Company:

Attn: Attn:

Add. 1: Add. 1:

Add. 2: Add. 2:

Email: Email:

Phone: Phone:

18. Successors and Assigns
The covenants, conditions and agreements contained herein shall bind and inure to the benefit of EVCS and Site Host and their respective successors and assigns. EVCS may freely and in its sole discretion assign this Agreement to a third party upon written notice to Site Host. Site Host may not assign this Agreement to any third party without prior written consent of EVCS.

19. Entire A
greement
This Agreement contains all the agreements between the parties hereto and may not be modified in any manner other than by agreement in writing signed by both the parties hereto and their successors in interest.

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IN WITNESS WHEREOF, this Agreement is executed by both parties, to become effective on the date last executed.

EVCS
By:

Printed Name:

Title: _
Date:

SITE HOST
By:

Printed Name:

Title:

Date:

Approved as to Form:
___________________________________
David J. Aleshire, City Attorney

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EXHIBIT A - Electric Vehicle Charging Station Equipment Specifications

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EXHIBIT B – Project Site Info
Utility/Electric Provider (e.g., PG&E, SCE, LA DWP):

Electric Provider Acct. #:

Total Estimated Parking Spaces: / Estimated Number of ADA Spaces:

Other:
● Bell Lib
rary - 4411 Gage Ave, Bell, CA 90201
● Bell City Hall - 6330 Pine Ave, Bell, CA 90201
● Bell Community Center - 6250 Pine Ave, Bell Gardens, CA, 90201, USA

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EXHIBIT C – Site Host Banking Information (for ACH Payment Purposes)
Name on Account:

Name of Bank:

Bank Routing Number:

Account Number:

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AGENDA ITEM 4
D
ATE: September 25, 2024
TO
: Mayor and Members of the City Council
F
ROM: John Oskoui, P.E., Interim Public Works Director
APPR
OVED Michael L. Antwine II (e-signature)
BY: ___________________________________
Michael L. Antwine II, City Manager
SU
BJECT: Demolition of Buildings and Site Clearance 6400 Atlantic Avenue (Southeast Corner of Atlantic Avenue and Gage Avenue) – Award of Construction Contract RECOMMENDATION:

I
t is recommended that the City Council:
1) A
ward a construction contract in the amount of $188,600 to Interior Demolition, Inc. for the Demolition of Buildings and Site Clearance at 6400 Atlantic Avenue, Bell, CA. 90201 2) A
uthorize the City Manager to execute change orders to the project in a total amount not to exceed $18,860 (ten percent of the bid amount) for any necessary additional work.

BACKGROUND:

The
City acquired the real property commonly known as “Shoe City” located at 4500 Gage Avenue in 2017. The property consisted of three (3) buildings and a parking lot. One of the buildings, located at the corner of Gage Avenue and Atlantic Avenue was demolished in 2022 after sustaining major structural damage due to a fire incident.

The t
wo (2) remaining buildings have been vacant and boarded-up. The city is in the process of implementing an Economic Development Plan for the downtown area and the Atlantic Avenue Corridor, as such this site, has been identified as a catalyst for future economic development projects and programming. Therefore, it is essential that the site be cleared and prepared and cleared for future use.

DISCUSSION:

The pr
oject consists of pre-demolition hazardous material abatement, demolition of buildings and building slabs and foundations, removal of parking lot light poles and fixtures including foundations and backfill, compaction and grading of the work site.

The scope of work also includes installation of a new six (6) foot high privacy chain-link fence to separate the city -owned property from the residential units located along the east side of the property.

City of Bell
Agenda Report

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AGENDA ITEM 4
The City published a construction bid notice on August 16, 2024 and August 23, 2024. O n September 6, 2024; at 11:00 AM, a bid opening was held at the Bell City Hall. The City received four (4) bids with a bid range of $188,600 to $443,800. The list of bidders and bid amounts are as follows:

Contractor Bid Amount
1 Interior Demolition, Inc. $188,600
2 Integrated Demolition and Remediation Inc. $307,000
3 J&G Industries Inc $418,574
4 Unlimited Environmental, Inc. $443,800

The apparent low bidder is Interior Demolition, Inc. of Newhall, California. All required forms, licenses, registrations, bonds and insurance were appropriately submitted by Interior Demolition, Inc. and verified. Additionally, Interior Demolition , Inc. has successfully completed several, comparable projects for various cities in the past. Staff recommends that the City Council award a construction contract in the amount of $188,600 to Interior Demolition, Inc.

The project will be completed within Twenty-Five (25) working days from the date of issuance of a Notice to Proceed to the contractor. During the course of construction, the contractor is responsible for installing and maintaining a construction fence to separate the area where the demolition activities will take place from the rest of the property. A plan showing the location of the temporary construction fence is included in ATTACHMENT 2.

FISCAL IMPACT:

There is no impact to the General Fund. This Project will be funded utilizing the Risk Management Fund in the amount of $207,460, including the 10% contingency.

ATTACHMENT:

1) Interior Demolition, Inc. Contract
2) Project Plans

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01135.0006/1017188.1 CA-1
BID PW24-006

AGREEMENT

FOR PUBLIC WORKS SERVICES BETWEEN
THE CITY OF BELL AND INTERIOR DEMOLITION, INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this________ day of September, 2024, by and between the City of Bell, a California charter city ("City") and , Interior Demolition, Inc ., a California corporation ("Contractor"). City and Contractor 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 defined and described particularly in Article 1 of this Agreement.

B. Contractor, following submission of a proposal or bid for the performance of the s ervices 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 Contractor 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. WORK OF CONTRACTOR

1.1 Scope of Work.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” attached hereto as Exhibit “A” and inco rporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor 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 purposes of this Agreement, the phrase

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01135.0006/1017188.1 CA-2
BID PW24-006
“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 Bid Documents.

The Scope of Work shall include the Plans, Specifications, and Contract Documents for the p roject entitled DEMOLITION OF BUILDINGS AND SITE CLEARANCE AT 6400 ATLANTIC AVENUE, BELL, CA. 90201 including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor shall keep itself informed concerning, and shall render all services h ereunder 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 Compliance with California Labor Law.

(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement 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 regulations 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. Contractor shall post job site notices, as prescribed by regulation.

(b) Prevailing Wages. Contractor shall pay prevailing 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 available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.

(c) Penalty for Failure to Pay Prevailing Wages. Contractor 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 Contractor 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 prevailing rates as determined by the DIR for the wo rk or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

(d) Payroll Records. Contractor shall comply with and be bound by the p rovisions of Labor Code Section 1776, which requires Contractor and each subcontractor 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

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available for inspection as provided by Section 1776; and inform the City of the location of the records.

(e) Apprentices. Contractor 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 Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be r esponsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall p rovide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.

(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.

(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor 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 Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code s ection 1815, work performed by employees of Contractor 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 and 3700 provide that every 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, Contractor certifies as follows:

“I am aware of the provisions 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 commencing the performance of the work of this contract.”

Contractor’s Authorized Initials

(i) Contractor’s R esponsibility for Sub contractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such 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 subc ontractor for work under this Agreement.

Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation,

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conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 Contractor’s performance of the services required by th is 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.

1.6 Familiarity with Work.

(a) By executing this Agreement, Contractor warrants that Contractor (i) h as thoroughly invest igated and considered the scope of work to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.

(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusu al nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder.

(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.

(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

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(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.

1.7 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining stor age facilities, 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 caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.8 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non- conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or wo rk of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require verifying that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the r emoval, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non- conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

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1.9 Further Responsibilities of Parties.

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

1.10 Additional Work and Change Orders.

(a) City shall have the right at any time during the performance of the s ervices, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder.

(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council.

(c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”.

If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such wo rk shall not exceed an amount agreed upon in writing and signed by C ontractor and Contract O fficer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Chan ge Order completed, to the satisfaction of the City, as follows:

(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of su ch work shall not be permitted.

(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower.

(iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily r eport that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily

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report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day.

(d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work.

Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor.

City may in its sole and absolute discretion have similar work done by other contractors.

(e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 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 Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbu rsement for actual expenses, shall not exceed One Hundred Eighty Eight Thousand Six Hundred Dollars and No Cents ($188,600.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10 .

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 the contract retention; (iii) payment for time and materials based upon the Contractor’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the p erformance 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 on ly if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor 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 Contractor is required to attend

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additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor 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 invo ice for payment under this Agreement, Contractor 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. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall, as soon as practicable, independently review each invoice submitted by the Contr actor to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contr actor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

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

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.

Contractor 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 Contractor, 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.

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3.3 Force Majeure.

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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Inspection and Final Acceptance.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.

3.5 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) year 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 Contractor.

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

(Name) (Title)

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(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. Th erefore, the Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive dir ection and control of the principals. For purposes of this Agreement, the Principals may not be r eplaced, nor may their responsibilities be substantially reduced by Contractor without the express w ritten approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’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 Contractor.

Contractor 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. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees, or agents of City. Neither Contractor, nor any of Contractor’s officers, employees, or agents, shall obtain any rights to retirement, health care or any other b enefits which m ay otherwise accrue to City’s employees.

Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

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

4.4 Independent Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, 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 Contractor’s employees, servants, representatives, or agents, or in fixing their number, compensation or hours of service.

Contractor shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor 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.

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City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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 Contractor, taking all transfers into account on a cumulative basis. In the event of any s uch unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

The Contractor 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 written 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 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be t wice the occurrence limit.

(b) Workers Compensation Insurance. A policy of workers 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 Contractor against any los s, claim or d amage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor 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.

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(d) Professional Liability. Professional liability insurance appropriate to the Contractor’s profession. This coverage may be written on a “claims 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 Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Contractor’s services or the termination of this Agreement. During this additional 5- year period, Contractor shall annually and upon request of the City submit written evidence of this continuous coverage.

(e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

(f) Subcontractors. Contractor 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 be subject to all of the requirements stated herein.

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 Contractor’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 where the primary insur ed 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 Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insur ance binders evidencing the above insurance coverages and said Certificates of Insurance or binde rs 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 THIRTY

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(30)-DAY ADVANCE WRITTEN NOTICE TO CERTIFICATE
HOLDER NAMED HEREIN.

[to be initialed]
Agent’s Initials

City, i ts respective elected and appointed o fficers, directors, o fficials, employees, agents and volunteers are to be covered as additional insureds as respects:
liability arising out of activities Contractor performs; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or any automobiles owned, leased, hired or borrowed by Contractor. 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. Contractor’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 Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Contractor agrees that the r equirement to provide insurance shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor’s activities or the activities of any person or persons for which the Contractor is otherwise responsible nor shall it limit the Contractor’s indemnification liabilities as provided in Section 5.3.

In the event the Contractor subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Contractor and such subcontractor shall r equire the subcontractor to maintain the same policies of insurance that the Contractor 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, Contractor 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 p erformance of the work, op erations or activities p rovided herein of Contractor, i ts officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:

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(a) Contractor 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) Contractor 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 Contractor hereunder; and Contractor 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 Contractor 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 Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

In addition, Contractor agrees to indemni fy, defend and hold h armless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.

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

5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Labor Bonds.

the following:

Concurrently with execution of this Agreement Contractor shall deliver to the City,

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(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.

(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons fu rnishing labor and/or materials in connection with the work und er this Agreement.

Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and mat erials for work and s ervices und er this Agreement.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s 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 Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section

5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.

5.7 Substitution of Securities.

Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor.

5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:

(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement.

(b) the Work has been accepted; and

(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor

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Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of p ayroll records in compliance with all applicable laws, or other documents relating to the disburs ements 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 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 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 Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor 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.

Contractor 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 r equire. Contractor 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, Contractor agrees that if Contr actor 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 Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of s aid fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor 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 mat erials (the “documents and mat erials”) prepared by Contractor, 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 Contr act Officer or upon the termination of this Agreement, and Contractor shall have no claim for fu rther 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

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without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted 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 Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, s uch documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.

(a) Information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor 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) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorn ey, 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 Contractor gives City notice of such court order or subpoena.

(c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall h ave the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct.

(d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of d eposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contr actor.

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

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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 Contractor 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.

(a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor 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 Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured.

In the alternative, the City may, in its sole discretion, elect to p ay some or all of the outstanding invoices during the period of default. If Contractor 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 Contractor’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.

(b) Dispute Resolution. This contract is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000.

Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the r esponse to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (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 Contractor’s acts or omissions in performing or failing to perform Contractor’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 Contractor, 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 Contractor to insure, indemnify, and protect City as elsewhere provided herein.

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

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cu re, correct or remedy any default, to r ecover damages for any default, to comp el spe cific 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, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in ord er to p ursue a legal action under this Agreement.

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of One Thousand Two Hundred Dollars ($1,200.00) as liquidated damages for each working day of delay in the performance of any s ervice required hereunder, as specified in the Schedule of Performance (Exhibit “D”), and per section 6-9 of the Special Provisions. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

7.8 Termination Prior to Expiration of Term.

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Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Contractor 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 t he Contractor m ay determine. Upon receipt of any notice of t ermination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor 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 Contractor has initiated termination, the Contractor 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.

7.9 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and p rosecute the same to completion by contract or otherwise, and the Contractor 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 Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

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

7.11 Unfair Business Practices Claims.

In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.

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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 Contractor, 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 Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor 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 in terests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor 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. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor 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.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, 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. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, s ex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Contractor 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 Contractor 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, Contractor 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.

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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either p arty desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City Of Bell, 6330 Pine Avenue, Bell, CA 90201 and in the case of the Contractor, to the person 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. Noti ce 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. All correspondence relating to this Agreement shall be serialized consecutively.

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 or iginal, and s uch counterparts sh all constitute one and the s ame instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor 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 t he event that a ny one or more of t he phrases, sentences, clauses, paragraphs, or s ections 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 ph rases, sentences, clauses, paragraphs, or sections of this Agreement which are h ereby 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.

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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 r elating 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. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement. Contractor 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.

Contractor 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.

Contractor’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) the 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 h eirs, executors, administrators, successors and assigns of the parties.

[SIGNATURES ON FOLLOWING PAGE]

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

CITY:

CITY OF BELL, a charter city

Ali Saleh, Mayor
ATTEST:

Angela Bustamante, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Dave J. Aleshire, City Attorney

CONTRACTOR:

Interior Demolition, Inc., a California corporation

By:

Name:

Title:

By:

Name:

Title:

Address: 23508 Pine St.

Newhall, California 91321

Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer.

CONTRACTOR’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS

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

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

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On , 2024 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)

TITLE OR TYPE OF DOCUMENT

PARTNER(S) LIMITED

GENERAL

NUMBER OF PAGES

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

DATE OF DOCUMENT

SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR

ENTITY(IES))

SIGNER(S) OTHER THAN NAMED ABOVE

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STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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)

TITLE OR TYPE OF DOCUMENT

PARTNER(S) LIMITED

GENERAL

NUMBER OF PAGES

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER

DATE OF DOCUMENT

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

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EXHIBIT "A"

SCOPE OF WORK

I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the Plans, Specifications, and Contract Documents for the project entitled DEMOLITION OF BUILDINGS AND SITE CLEARANCE AT 6400 ATLANTIC AVENUE, BELL, CA. 90201 including any documents or exhibits referenced therein.

II. Brief description of the work to be performed:

In general, the work to be performed consists of furnishing all materials, equipment, tools, labor, and incidentals as required by the contract documents and conforming to the special provisions. The scope of work includes, but is not limited to: Pre-demolition hazardous material abatement, demolition of buildings and building slabs , base material and foundations, removal of light poles and fixtures including foundations, backfill and compaction of excavated areas for removal of foundations, backfill, compaction and grading of work site , installation of six (6) foot high privacy chain-link fence , haul-away and proper disposal of all demolished and removed materials and complete cleanup of the work area.

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City appraised of the status of performance by delivering the following status reports:

A. Status reports due upon City’s request.

IV. All work is subject to review and acceptance by the City and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

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EXHIBIT "B"

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

In accordance with Section 5.4, upon execution of this Agreement and prior to commencement of work, Contractor shall provide a performance bond securing Contractor’s faithful performance of this Agreement in the amount equal to or greater than the Contract Sum. In addition, prior to commencement of work, Contractor shall provide a p ayment bond in the amount of the Contract Sum securing payment for all persons furnishing labor and materials in connection with the work under this Agreement in a form acceptable to the City. If the Contract Sum is increased, Contractor shall increase the amounts of the performance bond and payment bond in the same or greater amount as the increase in the Contract Sum.

The following document on pages CA-31 thru CA-44, inclusive, shall be required to be completed and executed by Contractor and are hereby made a part of this Agreement:

o Faithful Performance Bond
o Payment Bond
o Worker’s Compensation Insurance Certificate
o Declaration of Sufficiency of Funds
o Guaranty
o Final Closeout Agreement and Release of All Claims

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BID PW24-006
EXHIBIT “C”

SCHEDULE OF COMPENSATION

I. Contractor shall perform all work at the rates on the Project Bid Sheet and as shown below:

II. Within the budgeted amounts for each item on the Project Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section

1.10.

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01135.0006/1017188.1 CA-30
BID PW24-006
III. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all materials, equipment, and work properly charged to the Services.

IV. The total compensation for the Services shall not exceed Contract Sum under Section 2.1 of this Agreement.

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01135.0006/1017188.1 CA-31
BID PW24-006
EXHIBIT "D"

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all Services timely in accordance with the schedule to be developed by Contractor and subject to the written approval of the Director of Public Works and the City Attorney’s office.

II. Contractor shall complete the following tangible work by the following dates.

A. Within twenty five (25) Working Days after issuance of the Notice To Proceed

III. The Director of Public Works may approve extensions for performance of the services in accordance with Section 3.2.

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01135.0006/1017188.1 CA-32
BID PW24-006
DEMOLITION OF BUILDINGS AND SITE CLEARANCE AT 6400 ATLANTIC AVENUE BELL, CA. 90201

IN THE CITY OF BELL

FAITHFUL PERFORMANCE BOND

KNOW ALL MEN BY THESE PRESENTS that,

as Contractor, and Surety, are
held and firmly bound unto THE CITY OF BELL, a public body, corporate and politic (“Agency”) in the penal sum
of
dollars
($ ), which is one hundred percent (100%) of the total contract amount for the above
stated project, for the payment of which sums, Contractor and Surety agree to be bound, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas Contractor has been awarded and is about to enter into the annexed Agreement with Agency for the above stated project, if Contractor faithfully performs and fulfills all obligations under the Agreement (including but not l imited to the obligations of the Contract Documents incorporated therein) in the manner and time specified therein, then this obligation shall be null and void at the end of all warranty periods set forth in the Agreement, otherwise it shall remain in full force and effect in favor of Agency; provided that any alterations in the obligations or time for completion made pursuant to the terms of the Agreement shall not in any way release either Contractor or Surety, and notice of such alterations is hereby waived by Surety.

WITNESS our hands this day of , .

Subscribed and sworn to before me

this day of , . (Print Name of Contractor, Company or Corporation)

By: _

(Signature of Notary Public) (President)

By: _

(Secretary/Treasurer)
(SEAL) (SEAL)

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01135.0006/1017188.1 CA-33
BID PW24-006

FAITHFUL PERFORMANCE BOND

Subscribed and sworn to before me

this day of , .

(Print Surety’s Name)

(Signature of Notary Public) (Surety’s Mailing Address)

By:

(SEAL) (Name)

(Title)

NOTE: SIGNATURES OF CORPORATE OFFICIALS AND SURETY MUST BE NOTARIZED, ATTACH JURAT.

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01135.0006/1017188.1 CA-34
BID PW24-006
DEMOLITION OF BUILDINGS AND SITE CLEARANCE AT 6400 ATLANTIC AVENUE BELL, CA. 90201

IN THE CITY OF BELL

PAYMENT BOND

KNOW ALL MEN BY THESE PRESENTS that
as Contractor, and , as Surety, are held and firmly bound unto THE CITY OF BELL, a public body, corporate and politic (“Agency”) in the penal sum of
dollars ($ ), which is one hundred percent (100%) of the total contract amount for the
above stated project, for the payment of which sum, Contractor and Surety agree to be bound, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas Contractor has been awarded and is about to enter into the annexed Agreement with Agency for the above stated project, if Contractor or any subcontractor fails to pay for any labor or material of any kind used in the performance of the work to be done under said Agreement, or fails to submit amounts due under the State Unemployment Insurance Act with respect to said labor, Surety will pay for the same in an amount not exceeding the sum set forth above, which amount shall insure to be the benefit of all persons entitled to file claims under the State Civil Code; provided that any alterations in the work to be don e, materials to be furnished, or time for completion made pursuant to the terms of the Agreement shall not in any way release either Contractor or Surety, and notice of said alterations is h ereby waived by Surety.

WITNESS our hands this day of , .

Subscribed and sworn to before me

this day of , . (Print Name of Contractor, Company or Corporation)

By: _

(Signature of Notary Public) (President)

By: _

(Secretary/Treasurer)
(SEAL) (SEAL)

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01135.0006/1017188.1 CA-34
BID PW24-006

PAYMENT BOND

Subscribed and sworn to before me

this day of , .

(Print Surety’s Name)

(Signature of Notary Public) (Surety’s Mailing Address)

By:

(SEAL) (Name)

(Title)

NOTE: SIGNATURES OF CORPORATE OFFICIALS AND SURETY MUST BE NOTARIZED, ATTACH JURAT.

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01135.0006/1017188.1 CA-35
BID PW24-006
WORKER’S COMPENSATION INSURANCE CERTIFICATE

Pursuant to Section 1861 of the State Labor Code Amended by Stats. 1979, (C.373, p1343), each Contractor to whom a public works contract has been awarded shall sign the following certificate and shall submit same to City of Bell prior to performing any work on the contract:
“I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of work of this contract.”

________________________________
(Contractor)

By: ________________________________
(Print Name)

________________________________
(Signature)

________________________________
(Title)

________________________________
(Date)

Section 3700 of the State Labor Code reads in pertinent part as follows:
“Every employer except the state shall secure the payment of compensation in one or more of the following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this state.

(b) By securing from the Director of Industrial Relations a certificate of consent to self -insure either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self -insure and to pay any compensation that may become due to his or her employees.”

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01135.0006/1017188.1 CA-36
BID PW24-006

DECLARATION OF SUFFICIENCY OF FUNDS
(California Labor Code Section 2810)

I, the undersigned, an authorized representative of ________________ (insert name of Bidder) (“Bidder”) with authority to make the statements contained in this Declaration on behalf of Bidder, hereby declare the following:

1. The Bidder’s employer identification number for state tax purposes is ______________________ (insert identification number).

2. The Bidder’s workers’ compensat ion insurance policy number is ______________________ (insert policy number) and the name, address, and telephone number of the insurance carrier providing said insurance is:
__________________________________ (insert information requested).

3. The following information is provided concerning any and all vehicles that are owned by the Bidder and that will be used for transportation in connection with any service provided for the performance of the Work that is subject of the Bidder’s Bid to the District (inse rt information requested.

Attach addition sheets, if needed):

Vehicle Vehicle ID
No.

Vehicle
Liability Insurance
Policy No.
(of Policy covering
vehicle)
Name, Address and
Telephone No. of Vehicle
Liability Insurance Carrier
(issuing Policy covering
vehicle)

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01135.0006/1017188.1 CA-37
BID PW24-006

4. The following is the address of any real property that will be used to house workers in connection with the performance of the Work that is subject of the Bidder’s Bid to the District (insert information requested. If no such housing will be provided, enter “none”). ___________________________

5. The actual or estimated number of workers that will be employed to perform the Work of the Project that is the subject of the Bidder’s Bid, th e total amount of wages to be paid to said workers, and the date on which said wages will be paid are as follows (attach additional sheets, if needed):

Total Number of Workers Total Amount of Wages Dates for Payment of Wages

6. Check only one of the following boxes, as applicable:

The statement of number of workers declared in Paragraph 5, above, is a statement of the actual number of workers that will be employed; or

The actual number of workers requested in Paragraph 5, above, is unknown and therefore the statement of number of workers declared therein is based on the Bidder’s best estimate available at the t ime of Bid, rather than the actual number of workers that will be employed.

7. The actual or estimated total number of persons and entities who will be utilized as independent contractors to perform the Work of the Project that is the subject of the Bidder’s Bid (together with their known, current local, state, and federal contractor license identification numbers that each is required to have un der loc al, state or f ederal laws or regulations a re as follows (attach additional sheets, if needed):

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01135.0006/1017188.1 CA-38
BID PW24-006
List of Independent Contractors
Current, Local, State and Federal
Contractor License Identification
Number

8. Check only one of the following boxes, as applicable:

The statement of number of independent contractors
declared in Paragraph 7, above, is a statement of the
actual number of independent contractors that will be
utilized; or,

The actual number of independent contractors
requested in Paragraph 7, above, is unknown and
therefore the statement of number of independent
contractors declared therein is based on the Bidder’s
best estimate available at the time of Bid, rather than the actual number of independent contractors that will
be utilized.

I, the undersigned, declare under penalty of perjury that the foregoing statements are within my personal knowledge and are true and correct. Executed on this ______ day of ______________, in the year _________.

_____________________________________
Signature

_____________________________________
Print Name

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01135.0006/1017188.1 CA-39
BID PW24-006

PUBLIC WORKS DEPARTMENT OF THE CITY OF BELL

DEMOLITION OF BUILDINGS AND SITE CLEARANCE AT 6400 ATLANTIC AVENUE BELL, CA. 90201

GUARANTY

In accordance with the terms of the contract for the

in the City of Bell, California
approved between
THE CITY OF BELL, a

public body, corporate and politic (“Agency”) and the undersigned, under which contract the und ersigned shall complete work as described in the contract documents, the following guarantee of said work is hereby made.

Should any of the items installed pursuant to said contract, prove defective or should the item as a whole prove defective, due to faulty workmanship, material furnished or methods of installation, or should the said item or any part thereof fail to operate properly, as planned, due to any of the above causes, all within one (1) year after date on which the work is accepted by the City Council, the undersigned agrees that the repairs shall be made and such materials as are necessary shall be furnished and installed within 10 days after the receipt of demand from the Agency. In the event repairs are not made within 10 days, the Agency shall have the unqualified option to make any needed repairs or replacements itself or by any other Contractor. The undersigned agrees to reimburse the Agency, upon demand, of its expenses incurred in restoring said items to the condition contemplated in said contract, including the cost of any equipment or materials replaced, or upon d emand by the Agency, to replace any such equipment and repair said items completely without cost to the Agency so that they will operate successfully as originally contemplated.

Emergency repairs must necessarily be made by the Agency the Agency; therefore, when d efective material or workmanship results in emergency repairs, the undersigned agrees to reimburse the Agency, upon demand, expenses incurred.

Said items will be deemed defective within the meaning of this guaranty in the event that they fail to operate as originally intended thereof and in accordance with the plans and specifications included in said contract. The Faithful Performance Bond for this project shall remain in full force and effect for the entire guarantee period as required in the specifications and contract documents.

Date Signature

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01135.0006/1017188.1 CA-40
BID PW24-006

FINAL CLOSEOUT AGREEMENT AND

RELEASE OF ALL CLAIMS

THIS AGREEMENT AND RELEASE OF ALL CLAIMS is made in Bell, California, this _____ day of __________________, ____ by and between THE CITY OF BELL, hereinafter referred to as “AGENCY”; and _______________________________________, hereinafter referred to as “CONTRACTOR”.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, as the authorized representative of CONTRACTOR, for and in consideration of __________________________________________ DOLLARS ($_________________), to be paid to the CONTRACTOR, does hereby and for each of its successors, assigns and partners, release, acquit and forever discharge the AGENCY, and each of its successors, assigns, officers, agents, servants, consultants and employees, from any and all rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims whatsoever which might have been asserted against AGENCY by reason of any matter or thing which was the subject matter of or basis for:

1. The performance of all terms and conditions of that certain contract dated ________________________________, for this Project , DEMOLITION OF BUILDINGS AND SITE CLEARANCE AT 6400 ATLANTIC AVENUE, BELL, CA. 90201.

2. Change Order Nos. __________ through __________, inclusive, as approved by AGENCY and CONTRACTOR, pertaining to this Project;

3. The claim for equitable contract adjustment time extension required to complete all improvements for this project , dated _______________, ____ in a timely manner and to the satisfaction of CITY ENGINEER of AGENCY, as compromised and settled by Change Order No. ________ approved _______________, ____;

4. Claims, known or unknown, of any sub contractors of CONTRACTOR relating to this Project and Change Order Nos. _________ through ___________, inclusive relating thereto.

Excepting only the payment of the retained cash amount of $ _________ and the release of bonds to guarantee labor and materials payment and faithful performance.

That the undersigned, as the authorized representative of AGENCY, for and in consideration of the CONTRACTOR’S completion of this Project, does hereby and for each of

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01135.0006/1017188.1 CA-41
BID PW24-006
its successors, assigns and partners, release, acquit and forever discharge CONTRACTOR, and each of its successors, assigns, officers, agents, servants and employees from any and all rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims whatsoever which might have been asserted against CONTRACTOR by reason of any matter or thing which was the subject matter of or basis for:

Change Order Nos. ______ through _______, inclusive, as approved by AGENCY and CONTRACTOR, pertaining to this Project.

Excepting only CONTRACTOR’S completion of all work as specified by this Project.

Nothing contained herein shall waive or alter the rights, privileges and powers of the AGENCY or the duties, liabilities and obligations of the CONTRACTOR and its surety with respect to this Project.

All work for this Project shall be completed to acceptable standards and tolerances prior to execution of this agreement.

Upon execution of this agreement, the AGENCY agrees to immediately file and record a Notice of Completion with the County Recorder’s Office to begin the statutory lien period. The AGENCY agrees that the execution of this agreement commences the running time of any warranty or guarantee periods specified in the contract. The AGENCY and CONTRACTOR agree that the CONTRACTOR is liable for damages for delay, liquidated damages, in the amount of $ __________ for failure to complete the work specified in this Project Specifications within twenty-five (25) working days, time allowed under Section _____ of This Project Specifications.

The presently retained amount $__________ is ten percent (10%) of the total adjusted contract cost $__________, for this Project, less liquidated damages of $___________. Said retention monies will be released to the CONTRACTOR at the expiration of the lien period thirty-five (35) calendar days after recordation of the Notice of Completion by the County Recorder’s Office.

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01135.0006/1017188.1 CA-42
BID PW24-006
CONTRACTOR and AGENCY agree that the total adjusted contract price and time of performance for this Project as follows:

ORIGINAL CONTRACT PRICE $_______________ _____ working days ADD

CHANGE (DEDUCT) TIME

ORDER DESCRIPTION AMOUNT EXTENSION

TOTAL CHANGE ORDER NOS. _____-____ ________ __________ FINAL ADJUSTED CONTRACT PRICE $ _______________ _____ working days The final completion date of the work for this Project. is __________________, ____.

It is understood and agreed by the undersigned that the facts with respect to which the foregoing Release is given may hereafter turn out to be other than or different from the facts now known to be or believed by said undersigned to be true, and the undersigned hereto expressly assume the risk of the facts turning out to be different than they now appear, and agree that the foregoing Release shall be, in all respects, effective and not subject to termination or rescission by any such difference in facts. The undersigned hereby expressly waive any and all rights the undersigned have or may have under California Civil Code Section 1542, which provides as follows:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the Release which if known by him must have materially affected his settlement with the debtor.” It is understood and agreed that this settlement is a compromise of doubtful and disputed claims, and that the releases made by the CONTRACTOR and AGENCY herein are not to be construed as an admission or admissions of liability on the part of either party and that the parties deny liability thereof and intend merely to avoid litigation and to buy their peace.

The undersigned agree that they will forever refrain and forebear from commencing, instituting or prosecuting any lawsuit, action or other proceeding against the other party based on, arising out of, or in any way connected with the subject matter of this Release.

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01135.0006/1017188.1 CA-43
BID PW24-006
The CONTRACTOR hereby releases and agrees to indemnify the AGENCY for all claims, including those of its Subcontractor for any and all delay and impact costs.

The terms of this release shall not excuse the responsibility of the CONTRACTOR to guarantee all work for a period of one (1) year from the date of acceptance of all improvements by the AGENCY. CONTRACTOR shall repair and replace any and all improvements damaged or failed (ordinary wear and tear, and usual abuse or neglect accepted) and shall maintain the original Faithful Performance Bond in full force and effect for the entire guarantee period.

The CONTRACTOR represents and warrants to the AGENCY that the CONTRACTOR has not heretofore assigned, or transferred, or purported to assign or transfer to any person, firm, corporation, association or entity any of the rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims whatsoever and the CONTRACTOR agrees to indemnify and hold harmless the AGENCY against, without limitation, any and all rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages, costs, expenses and other claims, including attorneys’ fees, arising out of or connected with any such assignment or transfer or purported assignment or transfer.

The undersigned acknowledge that they have been represented by counsel of their own choice in connection with the preparation and execution of this mutual Release of All Claims in full, and understand, and voluntarily consent, and agree to each and every provision contained herein.

The undersigned further declare and represent that no promise, inducement or agreement, not herein expressed, has been made to the undersigned and that this Release contains the entire agreement among the parties hereto and that the terms of this Release are contractual and not a mere recital.

The persons executing this Release of All Claims represent and warrant to the other party that the execution and performance of the terms of this Release have been duly authorized by all requisite corporate, partnership, individual or other entity requirements and that said persons have the right, power, legal capacity and authority to execute and enter into this Release.

Executed this ______ day of _______________, ____ at Bell, California.

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01135.0006/1017188.1 CA-44
BID PW24-006
AGENCY: CONTRACTOR:

______________________________ ________________________________ [CHAIRMAN/DESIGNEE] – (Name of Contractor, Company or Corporation) [INVITING AGENCY] of the City of Bell
Telephone No. ____________________

ATTEST: By: ________________________________
(Print)

______________________________ ________________________________ Agency [SECRETARY/DESIGNEE] (Signature)
[INVITING AGENCY] of the City of Bell
________________________________
(Title)
APPROVED AS TO CONTENT:

______________________________
[EXECUTIVE DIRECTOR OR OTHER DESIGNEE] - [INVITING AGENCY] of the City of Bell

APPROVED AS TO FORM:

_______________________________
[TITLE OF COUNSEL] – [INVITING AGENCY] of the City of Bell

NOTE: SIGNATURE’S OF CORPORATE AND SURETY OFFICIALS MUST BE

NOTARIZED

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01135.0006/1017188.1

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Page 242 ends

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Page 244 ends

AGENDA ITEM 5
D
ATE: September 25, 2024
TO
: Chair and Members of the Successor Agency Board
F
ROM: Manuel Acosta, Community Development Director
PR
EPARED
BY: Valentin Flores, Senior Economic Development Specialist APPR
OVED Michael L. Antwine II (e-signature)
BY: __________________________________
Michael L. Antwine II, City Manager
SU
BJECT: Approve a New Agreement with Tierra West Advisors, Inc for Successor Agency Administrative Services as required by HSC Section 34177(l) that requires the Successor Agency to annually prepare a Recognized Obligation Payment Schedule (ROPS) showing all the obligations of the former Redevelopment Agency and the sources of funds for repayment RECOMMENDATION:

I
t is recommended t hat the members of the Board approve a Professional Service Agreement with Tierra West Advisors, Inc. to continue Successor Agency Administrative Services including preparation of the annually required Recognized Obligation Payment Schedule (ROPS) from July 1, 2024 to June 30, 2025, with two (2) one-year extension.

BACKGROUND:

O
n December 29, 2011, the California Supreme Court issued its decision in CRA v. Matosantos, upholding Assembly Bill (“AB”) x1 26, which dissolved all redevelopment agencies in California, and overturning ABx1 27, the “voluntary alternative redevelopment program.” With the voluntary redevelopment program provided for in ABx1 27 having been ruled unconstitutional by the Court, all California redevelopment agencies were dissolved on February 1, 2012. Successor agencies are responsible for winding down the affairs of their respective, now -dissolved redevelopment agencies. The City of Bell (“City”) is acting as the Successor Agency to the Bell Community Redevelopment Agency (“Successor Agency”) to manage and curtail the operation of the dissolved Bell Community Redevelopment Agency (“Redevelopment Agency”).

A
s Successor Agency, the City is responsible for all of the assets, properties, contracts, leases, obligations, and records of the former Redevelopment Agency. For the Successor Agency to continue paying obligations of the former Redevelopment Agency, ABx1 26 requires the Successor Agency to prepare an annual ROPS setting forth the Successor Agency’s payment obligations for two six -month periods. The ROPS shall include any bonds, loans, payments required by the federal government, contracts, costs associated with Disposition and Development Agreements, and other similar obligations to third parties.

City of Bell
Agenda Report

Page 245 ends

AGENDA ITEM 5
DISCUSSION:

On June 12, 2019, the city approved an Agreement with Tierra West Adv isors for Successor Agency Administrative Services. The Agreement was for three (3) years with t wo (2) one-year extensions and both two (2) one-year extensions have been exercised.

Staff is now recommending the City enter into a new Agreement with Tierra West Advisors for Successor Agency Administrative Services to provide those services required by Health and Safety Code 345177(l) which requires that each Successor Agency prepare an annual ROPS until the activities of the former redevelopment agency are fully completed. For the last five (5) years Tierra West has assisted the City with Successor Agency Administrative Services and completing the annual Recognized Obligation Payment Schedule (ROPS).

Tierra West provides the following Successor Agency/ROPS Advisory tasks/services including:
• Implementation Agreements
• Real Estate Services
• City Administration
• Special Project Activities
• Administrative Services

Staff recommends that the City Council approve a New Agreement with Tierra West Advisors for Successor Agency Administrative Services from July 1, 2024 to June 30, 2025, with two (2) one- year extensions.

FISCAL IMPACT:

The annual expenditure of $32,000 for this service agreement is considered an allowable expense under the Recognized Obligation Payment Schedule (ROPS).

The Successor Agency receives an allowance of up to $250,000.00 per year for administrative costs. The funds for this agreement will come from the administrative cost allowance.

ATTACHMENTS:

1. Contract Services Agreement

2. Tierra West Advisors Proposal

Page 246 ends

01135.0013/1016016.1 1

AMENDED AND RESTATED

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

TIERRA WEST ADVISORS, INC.

Page 247 ends

01135.0013/1016016.1

AMENDED AND RESTATED

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
TIERRA WEST ADVISORS, INC.

THIS AGREEMENT FOR CONTRACT SE RVICES (herein “Agreement”) is made and entered into this _____ day of __________________, 2024 by and between the City of Bell, a California charter city (“City”) and Tierra West Advisors, Inc. , a California corporation (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City requires professional redevelopment dissolution and successor agency advisory services.

B. Consultant has demonstrated expertise in redevelopment dissolution and successor agency advisory services and is qualified to prov ide the professional services required by the City.

C. Pursuant to the City ’s Municipal Code section 3.12.060, all contracts of the City for the purchase of materials, supplies, equipment, or services of an aggregate annual value equal to or exceeding $25, 000 shall b e awarded after compliance with the sealed bid procedures contained in this section. “Materials, supplies, equipment, and services ” include all personal property and services, except professional services, procured by the City.

E. City and Consultant entered into that certain Agreement for Con tractual Services dated June 12, 2019 whereby Consultant agreed to provide redevelopment dissolution and successor agency advisory serv ices for a maxi mum co mpensation of One Hundred Eight Thousand Dollars ($108,000.00).

F. Since the June 2019 Agreement expired by its own terms on June 12, 2024, the City and Consultant have been negotiati ng the t erms and conditions under which Consultant would continue to provide professional services to the City.

G. The Parties now wish to ente r into an Ame nded and Restated Agreement for Contract Services 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.

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01135.0013/1016016.1 2

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contain ed 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 services required under this Agreement in a thorough, competent, and professional manner, and is experience d in performi ng 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 for the purpose intended. For 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 th is 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 concer ning, and sha ll 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 oblig ation 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

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01135.0013/1016016.1 3
such fees, assessments, taxes , penalties or in terest 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 con sidered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending pe rformance 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 unt il 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, do cuments, 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.

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

City shall have the right at any time during the performa nce 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 writ ten 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 t he 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 consuming than

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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 spe cified 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 One Hundred Twenty Eight Thousand Dollars ($128,000.00) (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 task s or the perc entage 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 tas ks, (b) contrac t 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 n ecessary expe nditures 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 Compensati on. 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 att end 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 perfor med and expen ses incurred du ring 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

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compliance with all provisions of the Agreement. The invoice shall contain all inf ormation 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 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 r emedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pu rsuant 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.

3.2 Schedule of Performance.

Consultant shall commence the ser vices pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time perio d(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 writi ng by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

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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 period of the enforced delay when and if in the judgment of the Contract Officer such delay is justifie d. 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 ex tension 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 e xceeding one (1) year 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 represent atives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

John Yonai Principal/Partner
(Name) (Title)

Rose Acosta-Yonai Principal/Partner
(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 responsi bilities 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 m aintain the s tability and co ntinuity 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.

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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 o fficers, employ ees, 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 benefi ts 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 Community Development Director Manuel Acosta, Finance Director Rickey Manbahal, 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 writi ng 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 whi ch Consultant, its ag ents or emplo yees, perform t he services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with t hat role. Consultant shall n ot 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 vent urer 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 indu cement for th e 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 additi on, neither this Agreement nor any interest herei n 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 hereund er shall incl ude the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any suc h unapproved transfer, inclu ding any bankruptcy

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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 o f insurance o f 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 01, in an amount not less than $2,000,000 per occurrence, $4 ,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsemen t restricting standar d ISO “insure d contract” lan guage will not be accepted.
(b) Automobile liability insurance . Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activ ities of the Consultant aris ing out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non - owned or rented vehicles, in an amount not less than $1,000,000 combined single 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 i nclude all su bcontractors 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.

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(a) Proof of insurance . Consultant shall provide certificates of insurance to City as evidence of the insurance coverage re quired herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all tim es during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage . Consultant shall procure and ma intain for the duration of this Ag reement insuran ce 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. Co verage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be s atisfied by a combina tion of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non - contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is ca nceled and not replaced, City has the right but n ot 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 Ins urers in the State of Califo rnia, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogatio n. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specificall y 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 inform Consultant of non-compliance with a ny requiremen t imposes no ad ditional obligations on the City nor does it waive any rights hereunder.

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(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 ot her 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 inc lusive, or to t he 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 mai ntained by the Consul tant. Any ava ilable 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 thirt y (30) day noti ce 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 th at City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of und isclosed coverage lim itations. Non e of the covera ges required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause . Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultan t, provide th e 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 sect ion. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications . The City reser ves the right at any time during t he term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Co nsultant, the City an d 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.

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(p) Timely notice of claims . Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance . Consultant shall also procure and maintain, at its own cost and ex pense, any additional kinds of ins urance, which i n its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify , defend and hold harmless the City, its officers, em ployees and a gents (“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 negligent performance of the work, operatio ns or activit ies provided he rein 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 willf ul misconduct , or arising fr om 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 save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

Consultant shall incorporate similar indemnity agreements with its 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 will ful misconduc t of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring

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as a result of City ’s sole negligence or willful acts or omissions, but, to the fullest exten t permitted by law, shall ap ply to claims and liabilities resulting in part from City ’s negligence, except that design professionals ’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, reckles sness or willful misc onduct 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 necessar y to perform the services re quired 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 principl es and shall be compl ete 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 boo ks and record s 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, c ircumstances, 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.

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Contract Officer or upon the termination of this Agreement, an d Consultant shall have no claim for further empl oyment 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 f or other proj ects 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 ext end to such use, re use or assignme nt. 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 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, su ch 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 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, t estimony 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 subcontractor s 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 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.

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This Agreement sha ll be interpreted, co nstrued and g overned 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 Co unty 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 litig ation 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 obligatio n 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 t he default is c ured, 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, th e 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 lie n, 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

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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 exclus ive 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 f or the same d efault or any o ther 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 for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall 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 followi ng 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 p eriod 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 w here terminatio n 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 he reunder except such a s 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 th e 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 provision s of Section 7.2, take over the wo rk 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

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01135.0013/1016016.1 16
compensation herein stipu lated (provided that the City shal l use reasonabl e 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 ini tiate 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 investigating such action, taking d epositions an d discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

Consultant covenants that neither it, nor any officer or prin cipal of its firm, ha s 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 perf ormance of th is Agreement, n o 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 co nflicts 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 empl oyee participate in any deci sion relating 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, interested, 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,

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01135.0013/1016016.1 17
any person or group of persons on account of race, color, creed, religion, 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 during 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 lia bility 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, in cluding attor neys’ 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 a nd either served personally or sent by prepaid, first -class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Bell, 6330 Pine Avenue, Bell, Calif ornia 90201 and in th e 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 const rued for or a gainst either p arty by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there ar e no oral agr eements

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01135.0013/1016016.1 18
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications 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 shall be interpreted to carry out the intent of the pa rties 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 an y 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 financia l 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 Stat e or municipa l statute or re gulation. 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 ha s 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 i ncluding, but n ot 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 oth er conduct resulting in such payment of money, co nsideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

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01135.0013/1016016.1 19
violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

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01135.0013/1016016.1 20
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

Ali Saleh, Mayor
ATTEST:

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONSULTANT:

TIERRA WEST ADVISORS, INC., a California
corporation
By:

Name: John Yonai
Title: Principal/Partner
By:

Name: Rose Acosta Yonai
Title: Principal/Partner
Address: 2616 East 3rd St.

Los Angeles, CA 90033
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice Presi dent; 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.

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01135.0013/1016016.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2024 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 documen t.

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01135.0013/1016016.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

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)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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01135.0013/1016016.1 A-1
EXHIBIT “A”

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

A. Task 1: Implementation Agreements.

1. Development Planning and Analysis : Consultant shall provide development planning and analysis for specific project undertakings. Th is includes b ut is not limit ed to, preparing a Design for Development for adoption by the City that sets the basic parameters for the proposed development. The options available to the City for development of a specific site shall be analyzed to determine the optimal outcome and a recommended project.

2. Development Pro Forma Analysis and Negotiations: Consultant shall provide project financial pro formas for potential projects t:o assist the City in determining the financial viability of a project and determ ine the degre e of participat ion which may be req uired by the City. Consultant shall also assist with developer negotiations, as needed.

3. Agreement Preparation: Consultant shall assist City staff and legal counsel in the drafting of agreements, including bu t not limited to, Disposition and Development Agreements or Owner Participation Agreements. These agreements shall outline the responsibilities of both the proposed owner or developer, and the City.

4. Agreement Processing: Consultant shall prepare back-up materials, agenda staff repor t, and summary r eport, as required and in compliance with redevelopment law, and assure that proper noticing and hearings are held in conformance with the law.

B. Task 2: Real Estate Services.

1. Property Management: Consultant shall provide prop erty management services for City-owned properties, as requested by the Contract Officer.

2. Property Acquisition and Negotiations: Consultant shall provide property acquisition and negotiation services often needed in implementation

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01135.0013/1016016.1 A-2
programs. C onsultant sha ll provide all services in conformance with State guidelines regulating the acquisition of properties by public entities.

3. Relocation: Consultant does not provide relocation services. However, Consultant shall contract with, and oversee the wo rk of other s pecialty relocation consultants and therefore, can continue to provide this service.

C. City Administration.

1. Agenda Materials: Consultant shall draft resolutions, reports, notices, plans, agenda staff reports, and back-up materials as requested by City staff.

2. Meetings: Consultant shall be available to attend meetings of the City Council, the Successor Agency, Oversight Board, Housing Authority, Planning Commission, project advisory committees, and meetings with property owners and residents, as requested.

3. General Administrative Services: Consultant shall assist the City with all other administrative matters on an as -needed basis. These services include, but are not limited to, assisting with City filing document control systems, providing specia lized service s r elated to re al estate appraisals, acquisition negotiations, relocation, market analysis, detailed development analysis or goodwill appraisals. Consultant may not directly provide all of these services but shall assist by identifying those c onsultants wh o h ave experience in the necessary areas of expertise and coordinating the provision of their services.

D. Special Project Activities.

1. Economic Development Strategies: Economic Development Strategic Plans are important for addressing public infr astructure de ficiencies, lan d use issues, business retention/attractions programs, streetscape programs and other projects that could be impacting business growth within the City.

Consultant shall prepare Economic Development Strategic Plans, as requested.

2. Cost Benefi t Analysis/Econ omic Impact Analyses: Consultant shall aid the City in analyzing the costs and benefits of specific development proposals targeting specific users, an d shall help create an economic development program which is beneficial to the local tax ba se.

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01135.0013/1016016.1 A-3
Implementation of redevelopment plans should be accomplished in such a way as to promote economic stability and future revenue flow to the City and other taxing entities.

3. Specific Project Activities: Consultant shall analyze specific proj ects, develop schedules and budgets, and prepare necessary documentation.

E. Administrative Services.

1. Budget and Cash Flow Model: Consultant shall develop and maintain a budget and cash flow model. Consultant shall also develop, maintain, and adjust, as need ed, a working cash flow mode l for the City's Successor Agency to anticipate any future budget needs.

2. Annual ROPS and Administrative Budget: Consultant shall review and complete annual Recognized Obligation Payment schedule ("ROPS") and Accompanying Admini strative Budg et for fiscal years 20 25-2026, 202 6- 2027, 2027-2028 and 2028 -2029. This includes, but is not limited to, the following:
a. The City's Successor Agency is required to submit a ROPS to the Oversight Board and Department of Finance annually. Co nsultant shall review the preliminary R OPS submitted for fiscal year 2019 - 2020 on behalf of, and in consulta tion with, the City's Successor Agency for submittal to the Oversight Board. Consultant shall prepare the ROPS for the following fiscal years, 2020 -2021 and 202 1-2022, on behalf of, and in consultation with, the City's Successor Agency for submittal to the Oversight Board. Should an issue arise during the Department of Finance review of the ROPS, Consultant shall, assist the City's Successor Agency in drafting a meet and confer request an d shall attend any subsequent meeting.
b. The City's Successor Agency is required to prepare and submit an annual administrative budget supporting the use of the annual administrative allowance allowed by law. Consultan t shall revie w and advice on the draft annual administrative budget for fiscal year 2019 - 2020 on behalf of, and in consultation with, the City's Successor Agency. The City's Successor Agency is allowed to amend its annual ROPS once during the period. Consultant will assist the City's Successor Agency amend its annual ROPS, if requested by City at no additional cost.

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01135.0013/1016016.1 A-4

3. City Loan Repayment and Enforce able Debt Obligation: The City's Successor Agency will continue to seek repayment on one housing fund deferral and an enfor ceable debt obligation . Consultant shall calculate annual payment amounts in accordance with laws governing City loan repayments.

4. Meetings: Consultants shall be available to the City ’s Successor Agency should they need assistance at any Succes sor Agency or Oversight Board meetings on an as needed basis.

5. Additional Services: Consultant shall assist the City ’s Suc cessor Agency with any additional administrative tasks on an as needed basis.

II. As part of t he Services, Consultant will prepare and deli ver the follo wing tangible work products to the City:

A. A working cash flow model for the Successor Agency to anticipate any future budget needs;

B. Review the prepared ROPS for fiscal year 2024-2025;

C. Prepare ROPS for fiscal years 2025-2026, 2026-2027, 2027-2028 and 2028-2029;

D. Review the annual administrative budget for fiscal year 2024-2025;

E. An annual administrative budget for fiscal years 2025-2026, 2026–2027, 2027-2028 and 2028-2029;

F. City loan repayment documentation, as necessary; and

G. Property disposition documentation, as necessary.

III. In addition to the requirements 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. Written updates on new legislat ion affecting t he dissolution process. Updates shall be provided within sixty (60) days of any legislative actions; and

B. An annual report that summ arizes the upcoming f iscal year’s obligation payment schedule prior to t he Oversight Boa rds review and su bmittal of the f iscal year ROPS to the Department of Finance.

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01135.0013/1016016.1 A-5
IV. All work product is subject to review and acceptance by the City, and must be revised by the Consultant without additional charge to the City until found satis factory and accepted by City.

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

A. John Yonai, Principal/Partner
B. Rose Acosta Yonai, Principal/Partner
C. Louis Morales, Director
D. Jason Chiang, Director
E. Lauren Yonai, Associate
F. Jane McFarren, Associate
G. Rob Hoffman, Senior Analyst

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01135.0013/1016016.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
[INTENTIONALLY LEFT BLANK]

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01135.0013/1016016.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. The annual compensation for the ROPS-related Services shall not exceed $32,000.00 (Thirty Two Thousand Dollars) , unless additional compensation is approved pursuant to Section 1.8.

II. 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.

III. The total compensation for the ROPS-related Services shall not exceed the Contract Sum as provided in Section 2.1 of this Agreement, unless additional compensation is approved pursuant to Section 1.8.

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

V. If the City extends the term of the Agreement, as provided in Exhibit D, Section III, the hourly rates shall be adjusted by CPI.

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01135.0013/1016016.1 C-2
EXHIBIT “C-1”

BILLING RATES

CLASSIFICATION HOURLY RATE
Principal $225
Director $210
Senior Associate $185
Associate $165
Senior Analyst $145
Analyst $135
Research Assistant/Technician $115
Word Processor $85
Clerical $70

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01135.0013/1016016.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services timely as provided below. If no time frame is specified, Consultant shall comply with the deadlines established by the Contract Officer:

A. The working cash flow model for the City’s Successor Agency to anticipate any future budget needs is due no later than January 15th of each fiscal year;

B. The ROPS no later than January 15th of each fiscal year;

C. An annual administrative budget for fiscal year due no later than January 15th of each fiscal year;

D. An annual administrative budget is due no later than January 15th of each fiscal year;

E. City loan repayment documentation, as necessary and as directed by the Contract Officer; and

F. Property disposition documentation, as necessary and as directed by the Contract Officer.

II. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

III. This Agreement shall continue in full force and effect until the end of the 2024–2025 fiscal year. At the City’s sole and absolute discretio n, the City may extend the term for two (2) additional one-year fiscal years.

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LETTER PROPOSAL FOR

SUCCESSOR AGENCY AND

RECOGNIZED OBLIGATION PAYMENTS SCHEDULE (ROPS)

ADVISORY SERVICES

THE CITY OF BELL

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July 10, 2024

Mr. Michael Antwine, II [email protected]
City Manager
6330 Pine Avenue
Bell, California 90201

RE: Letter Propsal – Successor Agency and ROPS Advisory Services

Dear Mr. Antwine,

Tierra West Advisors, Inc. (“Tierra West”), a family owned, licensed, full service Real Estate Advisory Firm, is pleased to provide the following Statement of Qualifications (“SOQ”) to the City of Bell (“City”) for the requested Successor Agency and ROPS Advisory Services. For decades, Tierra West Advisors, Inc. has offered advisory services to a variety of public agencies and private developers during redevelopment and now post-redevelopment. Our team regularly assists local communities with the insightful analysis and vision required to make sound decisions that benefit the community and stakeholders. We team with the local leaders tasked with creating vibrant public spaces and help guide communities towards prosperous and sustainable futures.

At Tierra West Advisors, we pride ourselves in creating strategies tailored specifically to meet our clients’ needs - assessing the unique strengths and opportunities of each community. We have a seasoned understanding of public sector real estate, Public/Private Partnerships, extensive market knowledge of the Southern California region, and strong relationships with landlords, tenants, and developers. The firm has the capacity and local experience to assist the City wit h the wide variety of financial, real estate, and economic consulting services.

Prior to the passage of ABx1 26 and AB 1484, the principals and advisors of Tierra West had provided real estate and advisory services to many public and quasi-public agencies and private entities throughout the State of California for more than 35 years. Tierra West understands the goals of our public sector clients’ constituents, staff and elected officials as well as those of our developers and investors as it relates to respective projects and properties.

Tierra West’s team brings extensive experience and research of the Southern California region, providing a fresh perspective along with the local familiarity required to shape the area that we also call home. Tierra West’s Principal-Chairman, John Yonai , has a long- standing relationship with the City of Bell, having previously worked on project area adoption, TI bonds, real estate RDA developments, mobile home projects, and providing staffing support. As we have with all our clients, the Tierra West Team will work with City staff to coordinate and deliver your goals in an effective, strategic and timely manner.

Tierra West has a long-standing relationship assisting the City with the preparation and completion of its ROPS reporting. For the past five (5) years Tierra West has completed the ROPs assignment for $36,000

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per year . At this juncture, as a result of several items being retired and our familiarity with the City information, Tierra West is proposing to reduce their fee by $4,000 and complete the ROPS assignment for $32,000 per year, and other previously completed Staff Reports for the Bell Successor Agency and Oversight Board.

In addition to a wide variety of private sector clients, Tierra West has provided consulting services to over 50 public agencies throughout the state of California. Tierra West distinguishes itself from other consultancies by focusing on providing implementation services that extend through the complete project cycle - we not only assemble a collective vision, but are also committed to seeing that vision fully realized through implementation.

Tierra West is often engaged to assist communities with a myriad of post -redevelopment activities. This includes similar Successor Agency and ROPS Advisory Services for regional Cities such as Bell Gardens, Commerce, Lynwood, Montebello and Fullerton (to name a few). These successful past partnerships have refined our team’s swift and thorough methodology for guiding public agencies through the fallout of post- redevelopment.

Tierra West Advisors, Inc. is licensed by the Bureau of Real Estate, BRE# 018557161 and fully insured to meet the City’s requirements. John Yonai, Principal and Chairman, will be the main point of contact; both he and Ms. Rose Acosta -Yonai, Principal and CEO, are legally authorized to bind Tierra West in contract.

Additionally, Tierra West is a certified DBE/SBE/MBE/WBE firm in the state of California and a SLB with the City of Los Angeles.

Tierra West Advisors, Inc. has one (1) corporate office:

Tierra West Advisors, Inc. Telephone: (323) 265-4400 2616 East 3
rd Street Facsimile: (323) 261-8676
Los Angeles, CA 90033 Email: [email protected]

Please feel free to call if you have any further questions. Thank you for your consideration and we look forward to the opportunity of working with the City of Bell.

An updated copy of the Contract Services Agreement can be found in Appendix 1 and a copy of the 2019 Contract Services Agreement can be found in Appendix 2.

Sincerely, Tierra West Advisors, Inc

John Yonai/Principal Rose Acosta-Yonai/Principal

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1 APPENDIX 1

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1 CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

TIERRA WEST ADVISORS, INC.

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
TIERRA WEST ADVISORS, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and entered into this ___ day of July, 2024 by and between the City of Bell, a California charter city ("City'') and Tiena West Advisors, Inc., a California corporation ("Consultant"). City and Consultant may be refe1Ted to, individually or collectively, as "Party" or "Parties."

RECITALS
A. City requires professional redevelopment dissolution and successor agency advisory services.

B. Consultant has demonstrated expertise in redevelopment dissolution and successor agency advisory services and is qualified to provide the professional services required by the City.

C. Pursuant to the City's Municipal Code section 3.12.060, all contracts of the City for the purchase of materials, supplies, equipment, or services of an aggregate annual value equal to or exceeding $32,000 shall be awarded after compliance with the sealed bid procedures contained in this section. "Materials, supplies, equipment, and services" include all personal property and services, except professional services, procured by the City.

D. Redevelopment dissolution and successor agency advisory services are professional services due to the high degree of skill required to perform, therefore, the City is not required to satisfy the sealed bid procedures contained in section 3.12.060 of the City's Municipal Code
E. Consultant, following submission of a fair and reasonable priced proposal of the services and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

F. 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:

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2 ARTICLE 1. SERVICES OF CONSULT ANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its a bility, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For 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 Prop
osal.

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

1.3 Compliance wit h Law.

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

1.4 California Labor Law.

If the Scope of Services includes any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California 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 requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws, including the following requirements:
(a) Public Work. T he Parties acknowledge that some or all of the work to be performed under this Agreement is a "public work" as defined in Labor Code Section 1720 and that this Agreement 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 regulations established by the Department of Industrial Relations ("DIR")

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3 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. Consul
tant shall pay prevailing 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 available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the Department of Industrial Relations (DIR) dete1mination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for F
ailure 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 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 prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.
(d) Payroll Records. Consult
ant shall comply with and be bound by the
provisions of Labor 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. Consult
ant 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 Title 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 submitted 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 verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. C
onsultant 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 employed in the performance of this Agreement 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 Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

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4 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. Ca lifornia Labor Code Sections 1860 and 3700 provide that every 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 provisions 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 commencing the performance of the work of this contract."
Consultant's Authorized Initials ____
(i)
Consultant's Responsibility for contractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such 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 required to take all actions necessary to enforce such contractual 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 becoming aware of the failure 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 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.

1.6 Familiarity with Work.

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5 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.

1.7 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, 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.

1.8 Further Responsibilities of Parties.

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

1.9 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $32,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.10 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

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6 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 One Hundre d Twenty- Eight Thousand ($128,000) (the "Contract Sum"), unless additional compensation is approved pursuant to Section 1.9.

2.2 Method of Compensa tion.

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 Ex penses.

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 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 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- cont ractor 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.

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7 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.

ARTICLE3. PERFORMANCESCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of P erformance.

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 Maj eure.

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

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8 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 four (4) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit "D"). The City may, in its sole discretion, extend the Term for two (2) additional one-year terms.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

John Yonai Principal/Partner
(Name) (Title)

Rose Acosta-Yon ai Principal/Partner
(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

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9 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 Community Development Director Manuel Acosta, Finance Director Rickey Manbahal 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 cany out the terms of this Agreement.

4.4 lndependent Consultant.

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

4.5 Prohibition Against Subcontracting or Assignment.

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

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Bell City CouncilSeptember 25, 2024

Bell City Council
September 25, 2024