Bell City Council
July 23, 2025

Resolution 2025-39

a. Conducting appraisals for 147 units based on exterior inspections, with optional interior inspections if permitted by tenants.
b. Preparing a “Master” Appraisal Report summarizing the “in-place” market value for each unit.
c. Using the Sales Comparison Approach to determine the market value, in compliance with Assembly Bill No. 2782 (A.B. 2782) and the Mobile Home Park Residency Law.
d. Providing a detailed Valuation Report for each unit, including any physical improvements such as garages, awnings, porches, and storage sheds.

2. 6327-002-900, 901 in the amount of $59,500. This number is calculated from 119 units at $500 per unit for exterior appraisal. An additional $250 per unit for interior inspections, if permitted by tenants. Potential total: $89,250 if all units are appraised, both exterior and interior:

a. Conducting appraisals for 119 tenant-owned units based on exterior inspections, with optional interior inspections if permitted by tenants. b. Preparing a “Master” Appraisal Report summarizing the “in-place” market value for each unit.
c. Using the Sales Comparison Approach to determine the market value, in compliance with Assembly Bill No. 2782 (A.B. 2782) and the Mobile Home Park Residency Law.
d. Providing a detailed Valuation Report for each unit, including any physical improvements such as garages, awnings, porches, and storage sheds.

WHEREAS, the proposed fees for these services are as follows:

• APNs: 6226- 005-900-903, 6226- 006-900, 6226- 006-901, 6226- 006-902, and 6226-006-903: $73,500, plus an additional $250.00 per unit for interior inspections, if permitted.
• APN: 6327- 002-900: $59,500, plus an additional $250 per unit for interior inspections, if permitted.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL DOES HEREBY:

SECTION 1. Approve the transfer of BCHA Fund Balance Reserves to the BCHA Accounts for Outside Professional Services.

SECTION 2. Approve amending the Fiscal Year 2024- 2025 budget by appropriating an amount of $199,750 from BCHA Fund Balance Reserve to the following BCHA Account as indicated as follows: Account No. 090-70-76-5101-000-6100 in the amount of $199,750.

SECTION 3. Authorize the City Manager to coordinate with the City Attorney to execute any and all documents related to this agreement and authorize the Finance Director to transfer funds in the amount not to exceed $199,750.

PASSED, APPROVED, AND ADOPTED this 23rd day of July 2025.

__________________________________
Ali Saleh, Mayor

Resolution 2025-39

APPROVED AS TO FORM:

_________________________
David Aleshire, City Attorney

CERTIFICATE OF ATTESTATION AND ORIGINALITY

I, Angela Bustamante, City Clerk of the City of Bell, hereby attest to and certify that the foregoing resolution is the original resolution adopted by the Bell City Council at its regular meeting held on the 23
rd day of July 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Angela Bustamante, City Clerk

Resolution 2025-40

RESOLUTION NO. 2025–40

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
AUTHORIZING FY 20 25-26 BUDGET AMENDMENT TO
TRANSFER $ 150,000 FROM THE SANITATION FUND

BALANCE RESERVE TO THE SANITATION ACCOUNT FOR

OUTSIDE PROFESSIONAL SERVICES
WHEREAS, on July 23, 2025, the Bell City Council approved the budget amendment to transfer $150,000 from the Sanitation Fund Balance Reserve to the Sanitation Account for Outside Professional Services Account; and

WHEREAS, the Sanitation Fund Balance Reserve of the City has sufficient revenues available to advance to the Outside Professional Services Account; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BELL DOES HEREBY:

Section 1. Approve the transfer of Sanitation Fund Balance Reserve to the City Sanitation Account for Outside Professional Services Account.

Section 2. The City Council hereby approves amending the Fiscal Year 2025-26 budget by appropriating an amount of $ 150,000 from Sanitation Fund Balance Reserve to the Sanitation Account No. 108-15-00-0000-000-6100 for Outside Professional Services.

PASSED, APPROVED, AND ADOPTED this 23
rd day of July, 2025.

__________________________________
Ali Saleh, Mayor

ATTEST

_________________________________
Angela Bustamante, City Clerk

APPROVED AS TO FORM:

_________________________
David Aleshire, City Attorney

Resolution 2025-40

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 23rd day of July, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_________________________________
Angela Bustamante, City Clerk

01135.0014 2017800.2 7/9/2025
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACTUAL SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACTUAL SERVICES (“Amendment”) by and between the CITY OF BELL, a California municipal corporation (“City”), and HF&H CONSULTANTS, LLC , a California limited liability company (“Consultant”) is effective as of the ______ day of _______________, 2025.

RECITALS

A. City and Con sultant entered into that certain Agr eement for Contractual Services dated December 11, 2024 (“Agreement”) whereby Con sultant agreed to provide solid waste consulting and SB 13883 compliance assistance services (“Services”).

B. The Term of the Agreement was from December 11, 2024 to December 10, 2025 with the option of two (2) one -year extensions at the City’s sole and absolute discretion (per Section 3.4 Term).

C. By this Amendment No. 1, City and Consultant now desire to amend the Agreement to extend the Agreement for one (1) additional year from December 10, 2025 to December 10, 2026, include additional services for the one (1) year extension, and increase the contract sum by $150,000.00 from $99,000.00 to $249,000.00.

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

TERMS

1. Contract Changes. The Agreement is amended as provided herein.

Additions are shown as bold italics. Deletions are shown as strikethroughs.

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

“Contract Sum. For the services rendered pursuant to this Agreement, Consultant shall be compensated in accordance with the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference, but not exceeding the maximum contract amount of Ninety-Nine Thousand Dollars ($99,000.00) Two Hundred Forty Nine Thousand Dollars ($249,000.00) (“Contract Sum”).”

b. Section 3.4, “Term” is hereby amended and shall now read as follows:

“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 two (2) years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit “D”). The City may,

01135.0014 2017800.2 7/9/2025
in its sole discretion, extend the Term for two (2) one (1) additional one -year terms.”

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

“Task 1. SB Compliance Assistance
A. Participate in Implementation Record (IR) Review Meeting with CalRecycle B. Provide Responses to CalRecycle’s IR Follow-up Questions C. Attend CalRecycle Site Visit(s)
D. Attend Post Site Visit Meetings with CalRecycle and City staff (Internal Prep with City, CalRecycle meeting, and Debrief with City)
E. Review CalRecycle Draft Findings and Draft Response to CalRecycle F. Attend Final CalRecycle Compliance Review Meeting
G. Provide Other CalRecycle Support
Task 2. Service Transition and Contract Management
A. Prepare Contract Summary
B. Prepare List of Hauler Contract Requirements
C. Facilitate City/Hauler Contract Management Meetings
D. Review and Provide Comments on Hauler's Transition Plan E. Review Outreach Materials
F. Review Compliance Metrics for Commercial Recycling and Organics Program G. Review Contractor Rate Adjustment and Prepare Rate Schedule (Effective March 1 of each year)
Task 3. SB 1383 Compliance Assistance
A. CalRecycle JACE and LAMD Liaison Support (Meetings; Prepare and Draft Responses; Review Compliance Documentation; Respond to Inquiries from CalRecycle Staff)
B. Review 2024 and 2025 EAR Reports

01135.0014 2017800.2 7/9/2025
C. Attend Final CalRecycle Compliance Review Meeting
Task 4. Service Transition and Contract Management
A. Facilitate City/Hauler Contract Management Meetings (2) B. Review Hauler Reports
C. Review Outreach Materials
D. Review Contractor Rate Adjustment and Prepare Rate Schedule E. Review Compliance Metrics for Commercial and Organics Program F. On-Call Contract Management Support
Task 5. Task Enforcement SOP
A. Draft SB 1383 Enforcement SOP
B. Meetings with City Staff to Review Enforcement SOP for Implementation Task 6. Other SB 1383 Programming Support
A. On-Call SB 1383 Programming Support (3)
B. Two Implementation Record Reviews and Provide Recommendations for Maintenance Updates”

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

“As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. Evaluate the Implementation Record (IR) and provide all written work products produced in connection with Task 1 and Task 2 Tasks 1–6.”

e. Exhibit A, Section III, “Scope of Services” is hereby amended and shall now read as follows:

“In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City updated of the status of performance by delivering the following status reports:

A. Provide email updates with the tasks identified in Task 1 Tasks 1–6.

01135.0014 2017800.2 7/9/2025
B. Provide email updates with the tasks identified in Task 2. Other supplemental status reports due upon City’s request.

C. Other supplemental status reports due upon City’s request.”

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

“Consultant shall perform the services at the rates listed in the chart below and in Exhibit C-1.

Executive Sr. Project
Manager
Sr.

Associate Associate Total
Hours*

1. SB 1383 Compliance Assistance
1A Participate in IR Review Meeting with CalRecycle 2 2 4 - 8 1B Prepare Responses to CalRecycle’s IR Follow-up Questions - 2 10 10 22 1C Attend CalRecycle Site Visit(s) - - 24 - 24 1D Attend Post Site Visit meetings with CalRecycle and City staff (Internal Prep with City, CalRecycle meeting, and Debrief with City)
3 9 9 - 21 1E Review CalRecycle Draft Findings and Draft Response to CalRecycle
1 2 8 - 11 1F Attend Final CalRecycle Compliance Review meeting 2 2 4 - 8 1G Provide Other CalRecycle Support 3 10 32 29 74 Subtotal: Task 1 Hours 11 27 91 39 168 Task 1 Fees $ 4,015 $ 8,235 $ 22,750 $ 7,995 $ 42,995

2. Service Transition and Contract Management
2A Prepare Contract Summary 2 4 8 12 26 2B Prepare List of Hauler Contract Requirements 2 4 6 10 22 2C Facilitate City/Hauler Contract Management Meetings (1) 8 20 36 36 100 2D Review and Provide Comments on Hauler's Transition Plan 1 2 4 4 11 2E Review Outreach Materials 4 6 12 10 32 2F Review Compliance Metrics for Commercial Recycling and Organics Program
1 2 6 4 13 2G Review Contractor Rate Adjustment and Prepare Rate Schedule (Effective March 1 of each year)
1 4 4 8 17 Subtotal: Task 2 Hours 19 42 76 84 221 Task 2 Fees $ 6,935 $ 12,810 $ 19,000 $ 17,220 $ 55,965 2025 Hourly Rate $ 365 $ 305 $ 250 $ 205 Expenses $ 40
Total for Tasks 1 and 2 $ 99,000
*Hours may be shifted among tasks.
(1) Estimated two meetings per month in January and February 2025, then monthly meetings from March 2025 through September 2025.

Task Description

01135.0014 2017800.2 7/9/2025

01135.0014 2017800.2 7/9/2025
g. Exhibit C-1, “Consultant’s Billing Rates” is hereby amended and shall now read as follows:

h. Exhibit D, Section I, “Schedule of Performance,” is hereby amended and shall now read as follows:

“Consultant shall perform all services in accordance with the following schedule:

Position Rate through 12/31/25
Executive $325 - $365
$330 - $365
Senior Project Manager $299 - $320
$305 - $325
Project Manager $265 - $295
$275 - $285
Senior Associate $220 - $260
$299 - $320
Associate Analyst $195 - $210
$185 - $205
Assistant Analyst $165 - $185
$160 - $180
Administrative Staff $125 - $160
$135 - $170

01135.0014 2017800.2 7/9/2025

TASK DAYS TO PERFORM DEADLINE DATE
Participate in Implementation
Record (IR) Review Meeting
with CalRecycle
TBD by City and
Consultant
TBD by City and
Consultant
Provide Responses to
CalRecycle’s IR Follow-up
Questions
TBD by City and
Consultant
TBD by City and
Consultant
Attend CalRecycle Site
Visit(s)

TBD by City and
Consultant
TBD by City and
Consultant
Attend Post Site Visit
Meetings with CalRecycle
and City staff (Internal Prep
with City, CalRecycle
meeting, and Debrief with
City)
TBD by City and
Consultant
TBD by City and
Consultant
Review CalRecycle Draft
Findings and Draft Response
to CalRecycle
TBD by City and
Consultant
TBD by City and
Consultant
Attend Final CalRecycle
Compliance Review Meeting
TBD by City and
Consultant
TBD by City and
Consultant
Provide Other CalRecycle
Support
Ongoing throughout Term
of the Agreement
Ongoing throughout Term
of the Agreement
Prepare Contract Summary 60 days 60 days after project start Prepare List of Hauler
Contract Requirements
60 days 60 days after project start

01135.0014 2017800.2 7/9/2025
Facilitate City/Hauler
Contract Management
Meetings
Monthly Ongoing throughout Term
of the Agreement
Review and Provide
Comments on Hauler's
Transition Plan
30 days 30 days after project start
Review Outreach Materials 30 days Ongoing
Review Compliance Metrics
for Commercial Recycling
and Organics Program
60 days from receipt of
Republic reports
Quarterly
Review Contractor Rate
Adjustment and Prepare Rate
Schedule (Effective March 1
of each year)
60 days after receipt of
request from Contractor
Annually
CalRecycle JACE and
LAMD Liaison Support
(Meetings; Prepare and
Draft Responses; Review
Compliance Documentation;
Respond to Inquiries from
CalRecycle Staff)
TBD by City and Consultant TBD by City and Consultant
Review 2024 and 2025 EAR
Reports
TBD by City and Consultant TBD by City and Consultant
Attend Final CalRecycle
Compliance Review Meeting
TBD by City and Consultant TBD by City and Consultant
Facilitate City/Hauler
Contract Management
Meetings (2)
Monthly (with meeting
reports, notes, and/or action
plans included)
Ongoing throughout Term of
the Agreement
Review Hauler Reports Monthly (with meeting
reports, notes, and/or action
plans included)
Ongoing throughout Term of
the Agreement

01135.0014 2017800.2 7/9/2025
Review Outreach Materials Monthly (with meeting
reports, notes, and/or action
plans included)
Ongoing throughout Term of
the Agreement
Review Contractor Rate
Adjustment and Prepare
Rate Schedule
Monthly (with meeting
reports, notes, and/or action
plans included)
Ongoing throughout Term of
the Agreement
Review Compliance Metrics
for Commercial and
Organics Program
Monthly (with meeting
reports, notes, and/or action
plans included)
Ongoing throughout Term of
the Agreement
On-Call Contract
Management Support
On-Call Contract
Management Support
On-Call Contract
Management Support
Draft SB 1383 Enforcement
SOP
As-needed basis Ongoing throughout Term of
the Agreement
Meetings with City Staff to
Review Enforcement SOP
for Implementation
As-needed basis Ongoing throughout Term of
the Agreement
On-Call SB 1383
Programming Support (3)
As-needed basis Ongoing throughout Term of
the Agreement
Two Implementation Record
Reviews and Provide
Recommendations for
Maintenance
As-needed basis Ongoing throughout Term of
the Agreement

i. Exhibit D, Section II, “Schedule of Performance,” is hereby amended and shall now read as follows:

“Consultant shall deliver the following tangible work products to the City by the following dates.

A. Provide email updates with the tasks identified in Task 1 Tasks 1–6.

B. Provide email updates with the tasks identified in Task 2. Other supplemental status reports due upon City’s request.

01135.0014 2017800.2 7/9/2025
C. Other supplemental status reports due upon City’s request.”

2. Continuing Effect of Agreement. Except as amended by this Agreement, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment to the Agreement.

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

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

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

4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment.

5. 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 e ntering into this Agreement does not violate any provision of any other Agreement to which said party is bound.

[SIGNATURES ON FOLLOWING PAGE]

01135.0014 2017800.2 7/9/2025
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF BELL, a California municipal
corporation

___________________________
Ali Saleh, Mayor

ATTEST:

Angela Bustamante, City Clerk

APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONSULTANT:

HF&H CONSULTANTS, LLC, a California
limited liability company

By:_________________________________
Name:

Title:

By:_________________________________
Name:

Title:

Address: 590 Ygnacio Valley Road, Suite 105,
Walnut Creek, CA 94596

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

SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE

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

01135.0014 2017800.2 7/9/2025

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF _______________________

On __________, 2025 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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01135.0014 2017800.2 7/9/2025

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF _______________________

On __________, 2025 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 i n his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

1 RIGHT-OF-WAY USE AGREEMENT BETWEEN THE CITY OF BELL AND THE GATEWAY

CITIES COUNCIL OF GOVERNMENTS FOR THE GATEWAY CITIES REGIONAL FIBER

OPTIC NETWORK

This Right-of-Way Use Agreement (“Agreement”) is made by and between the City of Bell (“City”) and the Gateway Cities Council of Governments (“GCCOG”). City and GCCOG are each a “Party” and collectively known as the “Parties.”

RECITALS

A. GCCOG has entered into a Joint Build Agreement with the California Department of Technology (“CDT”) and has been awarded a grant by the California Public Utilities Commission (“CPUC”) to design and construct the Gateway Cities Regional Fiber Optic Network (“GCRFON”), for the purpose of furthering digital equity and expanding connectivity, competition, affordability, and access for its participating member cities.

B. City desires to participate in the GCRFON project and grant GCCOG the right to use certain portions of its public rights-of-way (“ROW”) for the purpose of installing, maintaining, and operating the GCRFON, as more fully set forth herein.

C. The City Council determines that participating in the GCRFON project serves the public interest, is beneficial for the broadband connectivity of City facilities, and creates an opportunity for greater broadband connectivity for its residents and businesses.

NOW, THEREFORE, in consideration of the mutual promises and agreements hereinafter contained, the Parties agree as follows:

1. GCCOG

AUTHORIZATION TO ENCROACH UPON CITY PUBLIC RIGHTS-OF-WAY

A. Authorization. City hereby grants GCCOG a license to encroach under, on, and along its ROW for the purpose of the installation, maintenance, and operation of the GCRFON upon various portions of City ROW, as more specifically depicted in Exhibit A attached hereto and incorporated herein, as may be modified or changed in the final design. GCCOG shall not be required to pay any fees or to obtain any other license or permit from City for the purpose of installing, maintaining, and/or operating the GCRFON.

B. Term. This license is granted in perpetuity.

C. City’s Use of the GCRFON. City shall have the right to utilize two (2) strands of dark fiber, for non -commercial purposes, along the path preliminarily identified in Exhibit B attached hereto and incorporated herein, as may be modified or changed in the final design (“City Strands”). No rent or license fee shall be payable to GCCOG from City for City’s use of the City Strands. GCCOG, at no cost to City, shall maintain the City Strands for the useful life of the asset, and City shall provide at City’s cost, all electronics, connections, and other improvements and equipment needed to utilize the City Strands. City shall not have the right to transfer or assign the use of the City Strands.

2. GCCOG’S

RESPONSIBILITIES

A. Construction. GCCOG shall communicate and coordinate with City staff regarding the design and construction of the GCRFON. GCCOG shall provide to City staff

2 completed engineering plans, traffic control plans, dates and schedules for construction activities, and other construction details as may arise. GCCOG shall provide City with as-built maps within sixty (60) days of completion of construction and final inspections.

B. Damage to Property. GCCOG shall assume all responsibility for all damage to property (including the GCRFON) that may arise from or be caused by GCCOG’s performance under this Agreement or by the performance of any other party which GCCOG directly or indirectly employs to perform under this Agreement. Any damage to any property or public right -of-way resulting from the installation, maintenance, and operation of the GCRFON by GCCOG shall be caused to be repaired by GCCOG at no expense to City and to the reasonable satisfaction of City.

C. Relocation. GCCOG shall remove or relocate, at City’s cost and/or expense, the GCRFON, or any part of it, if and when made necessary by either the installation, abandonment, change of grade, alignment or width of any street, sidewalk or other public facility or the construction, maintenance or operation of any City or other public agency underground or aboveground facilities (including, by way of example and not limitation, any sewer, storm drain, conduits, gas, water, electric or other utility systems or pipes), provided that City or other public agency is acting in its governmental capacity. In the event all or any portion of any ROW occupied by GCRFON is needed by City or other public agency for a governmental purpose or in the event the existence of GCRFON or any part of it shall be considered detrimental to the public health, safety, welfare, or convenience or to governmental activities including, but not limited to, interference with City or other public agency construction projects, or is in conflict vertically and/or horizontally with any proposed City or other public agency installation, GCCOG shall remove and relocate GCCOG Fiber Network or the involved part of it, at City’s or other public agency’s cost and/or expense, to such other location or locations in the public rights -of-way as may be designated by City or other public agency. City or other public agency must provide written notice to GCCOG at least one hundred eighty (180) days in advance of the need for such removal or relocation.

D. Dig Alerts. GCCOG shall become a member of the Underground Service Alert of Southern California (“Dig Alert”) and agrees to maintain and keep current its membership in Dig Alert throughout the term of this Agreement, and to comply with applicable noticing and other requirements.

3. CITY

RESPONSIBILITIES

To facilitate GCCOG’s buildout of the GCRFON with minimal disruption to the general public, City agrees, to the best of its ability during the construction period, to cooperate with GCCOG to coordinate the design and construction of the GCRFON, including, but not limited to, traffic management and notices to residents and businesses. City shall designate a point-of-contact for communications with GCCOG for GCRFON-related activities. The City Manager or designee shall have the authority to issue any needed approvals on behalf of City regarding the GCRFON.

4. OTHER TERMS

A. Responsibility for Costs. Except as specified otherwise herein, each Party will be responsible for and bear its own costs and expenses incurred at any time in connection with the performance of its responsibilities under this Agreement.

B. Dispute Resolution.

3 i. If a dispute arises between the parties relating to this Agreement, the Parties agree to use the following procedure prior to resorting to judicial relief by a court of competent jurisdiction: A meeting shall be held promptly between the Parties, attended by individuals with decision-making authority regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) days after such meeting, the Parties have not succeeded in negotiating a resolution of the dispute, they agree to submit the dispute to mediation in accordance with and pursuant to the rules of Judicial Arbitration and Mediation Services (“JAMS”), as amended or as augmented in this Agreement. Each Party shall pay their own costs of mediation. The Parties shall jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the JAMS if they have been unable to agree upon such appointment within twenty (20) days from the conclusion of the negotiation period. The Parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days.

ii. If the Parties are not successful in resolving the dispute through mediation as described above, the Parties may pursue any remedy at law or in equity by a court of competent jurisdiction.

iii. Notwithstanding the provisions of this subsection, either Party shall be entitled to seek declaratory and injunctive relief in any court of competent jurisdiction to enforce the terms of this Agreement or to enjoin the other Party from an asserted breach thereof on a showing that the moving Party would otherwise suffer irreparable harm.

C. Indemnity and Defense.

i. GCCOG shall defend, indemnify, and hold City, its elected officials, officers, agents, employees, and volunteers, harmless from and against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of GCCOG, its officers, agents, or employees.

ii. City shall defend, indemnify and hold GCCOG, its officers, employees, and agents harmless from and against any and all liability, loss, expense, including reasonable attorneys’ fees, or claims for injury or damages arising out of the performance of this Agreement, but only in proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of City, its officers, agents, employees.

D. Notices. All notices required or provided for under this Agreement shall be in writing, delivered in person or by certified mail, return receipt requested, addressed to the parties as indicated, below. Any notice so delivered shall be effective on the date of its delivery. Any party may change its address for notice by giving ten (10) days’ notice of such change in the manner provided for in this paragraph. Notices may be served as follows:

To City: City of Bell
6330 Pine Ave.

Bell, CA 90201
Attention: City Manager

To GCCOG: Gateway Cities Council of Governments

4 16401 Paramount Blvd
Paramount, CA 90723
Attention: Executive Director

E. Applicable Law and Venue. This Agreement shall be governed by the laws of the State of California. Any dispute or controversy arising under or related in any way to this Agreement shall be adjudicated by a state court of competent jurisdiction located in Los Angeles County, California.

F. Prevailing Party. If any legal action is necessary to enforce any provision hereof or for damages by reason of an alleged breach of any provisions of this Agreement, the prevailing Party shall be entitled to receive from the losing party reasonable costs and expenses in such amount as the court or arbitrator may adjudge to be reasonable attorney's fees and costs incurred by the prevailing Party in such action or proceeding.

G. Assignment. GCCOG may sell, assign, transfer or lease any interest in those portions of the GCCOG Fiber Network within the City or assign or transfer any of its rights or obligations in this Agreement with prior written notice to City.

H. No Waiver . A waiver by either Party of any breach of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained in this agreement, whether of the same or different character.

I. Severability. If any part of this Agreement is held invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable, or otherwise frustrate the purposes of this Agreement.

J. Independent Contractor. The Parties are independent entities and are not to be, and shall not be, construed as joint venturers, partners, employer/employee, or agents one of the other, and neither shall have the power to bind or obligate the other except as set forth in this Agreement.

K. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the Parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

L. Captions. The captions herein are for convenience and references only and are not a part of this Agreement and do not in any way limit, define or amplify the terms and provisions hereof.

M. Entire Agreement. This Agreement, including Exhibits A and B attached hereto, constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements with respect to the subject of this Agreement. No amendment or modification to the Agreement shall be valid and binding unless in writing and signed by authorized representatives of the Parties.

N. Authority to Execute this Agreement. Each person executing this Agreement on behalf of a Party warrants and represents that they have the authority to execute this Agreement

5 on behalf of that Party and the authority to bind that Party to the provisions of this Agreement.

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

IN WITNESS WHEREOF, the authorized representatives of the Parties have caused this Agreement to be executed as of the date of the last signature below.

[SIGNATURE PAGE FOLLOWS]

6 CITY OF BELL
By: ___________________________

Ali Saleh, Mayor

Date: ___________________________

GATEWAY CITIES COUNCIL OF GOVERNMENTS
By: ___________________________

Hector De La Torre,
Executive Director

Date: ___________________________

7 EXHIBIT A

City Route Design

Route Description Based on Current Design

Aerial begins on the East side of Wilcox Avenue, running North .06 miles before switching to underground. It continues .03 miles North across E Florence Avenue and stretching to the sidewalk, back to Wilcox Avenue and North .04 miles. Aerial then continues North along Wilcox Avenue for .48 miles. Underground picks up, running .02 miles North, under E Gage Avenue then turns West. For .08 miles, underground continues West along E Gage Avenue before branching off .25 miles North along Woodlawn Avenue. Underground continues West along E Gage Avenue for .58 miles, then splits North along Clarkson Avenue for .22 miles. Once reaching Randolph Street, underground runs West for .19 miles before switching to aerial for .30 miles.

Near the Fishburn Avenue and Randolph Street intersection, underground runs North .02 miles across Randolph Street.

Underground continues .04 miles West at the intersection of E Gage Avenue and Clarkson Avenue, then runs South .03 miles crossing E Gage Avenue. It then cuts West for .01 miles below Pine Avenue before continuing .22 miles South until reaching Bell Avenue. It runs .02 miles diagonally across Bell Avenue then .02 miles East, under Pine Avenue. Underground continues South .27 miles to E

8 Florence Avenue then .25 miles West. Crossing E Florence Avenue, it runs .09 miles South crossing E Florence Avenue and Walnut Street. It runs West .01 miles, under Otis Avenue before directing North 10 feet then East 12 feet back into Otis Avenue. For .08 miles underground continues along Otis Avenue to E Florence Avenue. It turns West along E Florence Avenue for .34 miles before exiting City boundaries.

Aerial picks up at the E Florence Avenue and Wilcox Avenue intersection. It runs .19 miles West before crossing South for .02 miles over E Florence Avenue. It continues for .04 miles East along E Florence Avenue before ending.

9 EXHIBIT B

Gateway Cities Regional Fiber Optic Network Design

01135.0006 2013032.2 CA-1

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

GRAFFITI PROTECTIVE COATINGS, INC.

Attachment 1

01135.0006 2013032.2 CA-2

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND
GRAFFITI PROTECTIVE COATINGS, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this __________ day of July, 2025 by and between the City of Bell, a California charter city (“City”) and Graffiti Protective Coatings, Inc ., a California corporation (“Contractor”). City and Contractor may be referred to, individually or collectively, as “Party” or “Parties.”

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

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

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

D. The Parties desire to 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. SERVICES OF CONTRACTOR

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Contractor 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, Contractor 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. 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

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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 Contractor’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

Contractor 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. 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 this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of th e 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. Should the Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Contractor 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

01135.0006 2013032.2 CA-4
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 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 necess ary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work.

No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Contractor, 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 Agreem ent, which said adjustments are subject to the written approval of the Contractor. 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 sep arately or cumulatively, must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifi cally set forth in the Scope of Services. Contractor 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 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. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures establ ished 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 Contractor the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total annual compensation, including

01135.0006 2013032.2 CA-5
reimbursement for actual expenses, shall not exceed Two Hundred Forty Four Thousand Four Hundred Sixty Dollars ($244,460.00) (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 tasks or the percentage of completion of the services, less 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 performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of 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 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 invoice for payment under this Agreement, Contractor is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Contractor 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 use its best efforts to cause Contractor to be paid within forty -five (45) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor 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 Contractor for correction and resubmission. Review and payment by City for any invoice provided

01135.0006 2013032.2 CA-6
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.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, 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 Contractor 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 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 Term.

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

01135.0006 2013032.2 CA-7
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)

(Name) (Title)

(Name) (Title)

It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all 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 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 Contractor without the express written approval of City. Additionally, Contractor shall utilize only competent personnel to perform services pursuant to this Agreement. 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 th is 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, Carla Lenhoff President
Pedro Chavez Project Manager
Jesus Rodriquez Area Manager

01135.0006 2013032.2 CA-8
health care or any other benefits which may 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 Kenneth Jones, Public Works Director, or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Offic er shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent 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. 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. 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 such 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.

01135.0006 2013032.2 CA-9
ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. (a) General liability insurance . Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $5,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance . Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $2,000,000 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 Contractor agrees to maintain continuous coverage through a period no less than five (5) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance . Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) 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 include all of the requirements stated herein.
(f) Additional Insurance . Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manage r prior to commencement of

01135.0006 2013032.2 CA-10
performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Contractor shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umb rella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. (d) City’s rights of enforcement . In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(e) Acceptable insurers . All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned poli cyholders’ Rating of A - (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager. (f) Waiver of subrogation . All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (g) Enforcement of contract provisions (non -estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non -compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. (h) Requirements not limiting . Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification

01135.0006 2013032.2 CA-11
only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation . Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations . None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Contractor’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 . Contractor agrees to ensure that its subcontractors, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with Contractors, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications . The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’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.

01135.0006 2013032.2 CA-12
(p) Timely notice of claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, 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 performance of the work, operations or activities provided herein of Contractor, its 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:
(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.

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 hereunder. The provisions of this Sec tion do not

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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 pro fessionals’ 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.

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 or other documents relating to the disbursements charged to City and services performed hereunder (the “books and record s”), 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 accou nting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of 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 require. 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 Contractor 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 said 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.

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6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by 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 Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the 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 documen ts for its own use. Contractor shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event 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, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by 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 Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered “voluntary” provided 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 have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorney’s 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 deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding

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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 Contractor.

However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California.

Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and 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; Default.

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, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If 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.

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

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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.

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 dela y 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 exercis e by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, 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, Contractor shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the 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 the Contractor may determine. Upon receipt of any notice of termination, 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

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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, th e terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of 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 prosecute 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.

7.9 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigati ng such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the 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 interests 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,

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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 affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The 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, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treate d during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

8.4 Unauthorized Aliens.

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.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

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9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the 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 the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial inte rest 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 v iolation 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

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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 Agreeme nt, such party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties.

[Signatures on the 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

David J. Aleshire, City Attorney
CONTRACTOR:

GRAFFITI PROTECTIVE COATINGS, INC., a
California corporation
By:

Name:

Title:

By:

Name:

Title:

Address:

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.

Carla Lenhoff
President
Steven Lenhoff
Secretary
4624 Florence Ave.

Bell, CA 90201
(323) 428-3530

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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ______________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

01135.0006 2013032.2 CA-23

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

On __________, 2025 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: ______________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

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

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01135.0006 2013032.2
EXHIBIT “A”
SCOPE Of SERVICES

I. Contractor will perform the following graffiti removal services on public property, as well as private property visible from the public right-of-way, within the City (the Services), as follows:

A. Graffiti Removal. The Contractor shall remove graffiti from all City-owned properties, and private residential, commercial, and industrial structures, up to forty feet (40’) in height. Contractor will remove graffiti upon request by City or City’s residents by (1) calling the City’s graffiti hotline, (2) submitting a request through the City’s website, or (3) submitting a request through the City’s app (“Bell on the Go!”), and will regularly patrol the City to look for and abate new graffiti, in accordance with Exhibit “D,” Schedule of Performance.

Contractor shall inspect all requests to determine the method to be used for graffiti removal. Methods of removal may include water blasting, sandblasting, or other pressurized removal systems, matching existing painted surfaces or other eradication procedures as approved by the City. Contractor shall determine the most effective method(s) for removal of graffiti at each location.

The method(s) of removal will vary depending upon the type of graffiti and condition of the surface. Contractor must use care to avoid damaging existing structures (e.g., buildings, windows, doors, walls, etc.). Existing structures damaged by the Contractor shall be repaired at the Contractor’s sole expense to the satisfaction of the City.

“Graffiti” shall mean any unauthorized inscription, word, figure, symbol, configuration of letters and/or numbers or design that is marked, written, etched, scratched, drawn, scribed, stained, stuck on, affixed or adhered to by any means whatsoever or painted on any surface of public or private real or personal property, including but not limited to, buildings, walls, windows, signs, structures, places, rocks, landscape materials, or other surfaces and/or the interior or exterior of any other structure, regardless of the nature of the material of which the surface is composed

B. Processes, Materials, and Equipment.

1. Preparation: Contractor shall properly prepare all stucco, masonry, metal, wood or other exterior surfaces in a manner that will result in an acceptable bonding of the exterior surface and applied paint and deter the visibility of graffiti. Contractor will use new and/or recycled water-based paint. The City encourages the use of recycled paint. No lead-based paint shall be used.

2. Application Quality: Contractor shall apply materials in such a manner to ensure smooth, even, uniform coats free of dirt, drips, ridges, waves, drops, runs, brush marks, sags, and laps. If any of these existed before, they shall be properly corrected and prepared before painting. When completed, the

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panting shall represent a first class, workman-like appearance. All work areas shall be cleaned of all debris, residue and excess paint immediately after completion of work.

3. Application Process: Contractor shall apply paint under dry, dust free conditions and paint shall not be applied when the temperature is below 40 degrees Fahrenheit. All primer and intermediate coats of paint shall be unscarred and completely integral as well as completely dry at the time of the application of each succeeding coat. Contractor shall match the existing surface color when painting over or obscuring graffiti whenever possible. Paint shall be neatly feathered in all areas. If residents/businesses request a specific color, Contractor may provide labor as long as paint has been provided by the resident/business.

4. Supplies and Equipment: The Contractor shall provide its own vehicle, equipment, supplies and materials necessary to perform the work outlined.

Further, the Contractor shall have an aerosol spray unit (minimum 2500 p.s.i.) and standard extension ladder on the Contractor vehicle and such other equipment as may be necessary to perform graffiti removal (e.g., brushes, etc.). The Contractor shall have the ability to remove graffiti from difficult locations. The Contractor must have extension ladders on every vehicle and 24 hours a day, seven days a week, access to a bucket truck with a minimum extension height of forty (40) feet.

5. Manufacturer Directions: Manufacturer’s recommendations for mixing, thinning, applying, type of exposure, surface to be covered, and type of surface wear to which the paint will be subjected shall be explicitly followed by the Contractor.

6. Paint Match: The Contractor shall verify, to the satisfaction of the City, its method for matching paint. All repainted surfaces shall reasonably match wall color to the satisfaction of the Contract Officer or designee.

C. Contractor’s Responsibility. The Contractor shall assume the responsibility for all work, and for all tenant and property owner relations.

D. Right of Entry.

1. Private Property: Graffiti removal from private property will require a release from the property owner consenting to graffiti removal. The Contractor shall obtain written approval from the property owner to enter as well as a release of liability prior to starting graffiti removal. Graffiti to be removed from private property must be visible from the public right-of-way.

2. Public Right-of-Way Property: Authorization shall be given by the Contract Officer for the removal of graffiti on public property.

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E. Commercial Signage. Graffiti found on commercial signage shall only be removed with the owner’s/occupant’s specific, written approval and with the owner’s/occupant’s understanding that the Contractor is not responsible, under this Agreement, for replacing any original lettering, pictures, etc., on a commercial sign. With the owner’s/occupant’s approval, the Contractor shall proceed with diligence to remove the graffiti with as little damage to the commercial sign as possible. Graffiti to be removed from private commercial property must be visible from the public right-of-way.

F. Clean-Up. All finished surfaces of the building shall be left clean and reasonably dust free. At completion of work, Contractor shall clean all exposed surfaces soiled by the work; repair all damage caused by the work at no extra cost to the property owner or the City; remove all debris created as a direct result of the work from the job site; and leave the entire installation ready for use.

G. Public Relations and Safety. The Contractor shall at all times provide Services with the utmost of courtesy to the public. All employees of the Contractor shall wear clean clothing in the performance of their duties, and equipment shall be clean and maintained in a safe operating manner. All equipment shall be subject to inspection by the Contract Officer. All personnel shall always wear appropriate safety gear while removing graffiti in the City.

H. Air and Water Pollution. The Contractor shall be required to conform to all current regulations of the South Coast Air Quality Management District. The Contractor is also required to adhere to the provisions of the Federal Clean Water Act as regulated by the U.S. Environmental Protection Agency, as codified in Parts 122 through 124 of Title 40 of the Code of Federal Regulations, the Porter-Cologne Act codified in Water Code Section 13000 et seq., and the National Pollutant Discharge Elimination System, codified in Part 122 of Title 40 of the Code of Federal Regulation, requirements. Suitable Best Management Practices (“BMPs”) shall be applied to prevent any chemical, debris or any non-storm water discharges from entering the storm drain system (storm drains and gutters).

I. Technology.

1. The Contractor shall receive work orders via the City’s web-based app/work order system, “Bell on the Go!” only. It shall be the Contractor’s responsibly to ensure they use the City’s app “Bell on the Go!”

2. Contractor shall develop and work with City Staff and City’s IT consultant to merge Contractor’s “App-Order” with City’s app, “Bell on the Go!” at no cost to the City. If merger of the two Apps is not possible, it shall be the Contracor’s responsibility to develop a work order system within the City’s Bell On the Go! app, as approved by the Contract Officer or designee, at no cost to the City.

3. All requests will be electronically submitted in the City’s app “Bell on the Go!” and assigned to a work order number.

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01135.0006 2013032.2

J. Anti-Graffiti Campaign.

1. Contractor shall assist the City in establishing an Anti-Graffiti Campaign to discourage graffiti activities throughout the City by conducting outreach at schools, businesses, neighborhood block clubs, non-profit organizations, and religious institutions.

2. Contractor shall host three (3) public events (per year) to discuss and discourage graffiti activity and provide alternative solutions to graffiti activities on public and private property.

K. Weekly Meetings. Contractor shall attend weekly City Public Works Department meetings.

L. Retention of Financial Records. Contractor agrees to maintain financial records and accounts for a period of five (5) years. These records and accounts shall include, but not be limited to, the following:

1. A double-entry general ledger that supports the costs charged to all related accounts;

2. Records documenting procurement of goods and services;

3. Lease or rental agreements;

4. Invoices;

5. Billing statements;

6. Cancelled checks;

7. Timecards signed by employees and supervisors;

8. Personnel authorization records;

9. Payroll registers;

10. Payroll tax records;

11. Bank statements;

12. Bank reconciliations; and

13. Documentation to support the allocation of costs
II. As part of the Services, Contractor will prepare and deliver the following tangible work products to the City:

A. Photographic Documentation. The Contractor shall photographically document all locations prior to removal of graffiti and shall maintain said photographs. Upon removal of graffiti, the Contractor shall take an additional photograph of the same area. Digital photos of the abated sites and an accompanying photo disk are to be provided along with the monthly reports.

The City prefers a web -based photo system that updates in real time while in the field.

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01135.0006 2013032.2

B. Best Practices Report. The Contractor shall draft a written report for best practices dealing with graffiti services.

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

A. Daily Logs. Daily logs shall be maintained identifying graffiti removal site by census tract and block group. Information on total graffiti removal in square feet and number of sites shall be provided. Should Target Areas, as defined in Exhibit D, Section I, Subsection A, not be met, the daily report shall include steps to remedy the situation along with an implementation schedule.

B. Monthly Reports. Information on total graffiti removal in square feet and number of sites shall be provided. Should Target Areas, as defined in Exhibit D, Section I, Subsection A, not be met, the monthly report shall include steps to remedy the situation along with an implementation schedule.

IV. All work product 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.

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

A. Professional and qualified personnel to be selected by Contractor.

01135.0006 2013032.2 B-1

EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 4.6 entitled “Local Preference” is hereby added to read in its entirety as follows:

4.6 Local Preference
The City is an economically disadvantaged community with high unemployment and the City in awarding of contracts en courages the contractors to undertake their best efforts to hire locally. To that end, Contractor covenants it shall make its best efforts to cause all solicitations for full or part - time, new or replacement, employment relating to the services performed under this Agreement. Best efforts include having a local hiring program approved by the City (“Local Hire Program”) which requires regular re porting requirements necessary for evaluating the compliance with the Local Hire Program. In addition, the Contractor shall: (i) advertise in local newspapers regarding job opportunities, (ii) establish a point of contact to provide information about available job opportunities to the community, (iii) conduct outreach efforts to attract local hires, subcontractors and tradesmen, and (iv) coordinate local hire workshops with the City to educate potential local subcontractors and tradesmen about employment opportunities.” II. Section 5.4, entitled “Performance Bond” is hereby deleted in its entirety.

III. Section 7.7, entitled "Liquidated Damages” is hereby amended in its entirety to read as follows:

7.7 Complaints: Liquidated Damages
(a) Complaints received by the City or through observation by the Contract Officer, regarding the Contractor’s performance will be transmitted to the Contractor’s office in writing, by

01135.0006 2013032.2 B-2

telephone or facsimile, and handled by the Contractor. All complaints are to receive a follow-up response within twenty -four (24) hours following notification of the Contractor. A report of the Contractor’s investigation and the corrective action taken sha ll be made promptly by the Contractor to the Contractor Officer. Repeat complaints may be handled by a joint visit to the site by a City Inspector and the Contractor. Complaints received directly by the Contractor shall be submitted in writing to the City on the day such complaints are received. Contractor shall maintain a log of complaints received and corrective actions implemented which shall be submitted to the City within ten (10) days following the end of the month. Repeat complaints of poor service q uality of similar nature shall be handled in the manner prescribed below. These penalties are provided to provide an alternative to Agreement termination for minor performance failures by Contractor. Nothing herein shall waive the right of the City to terminate the Agreement for repeated or material violations of the performance standards.
(b) An initial complaint shall be handled in accordance with the subsection (a) of this Section. (c) When the Contract Officer determines that additional violations of a similar nature have occurred within any 180 calendar day period, a written complaint shall be filed with the Contractor by the City. The written complaint shall include a description of the complaint of the Contractor’s performance and warning that the next complaint will result in the assessment of liquidated damages in the amount of $100 per incident, provided that after the fourth incident in any 180 day period the penalty shall go to $500 per incident. (d) When the Contract Officer determines that a third violation similar in nature as the previous violation has occurred within 180 days of the material violation, a written complaint shall be filed with the Contractor by the City. The written complaint shall include a description of the compliant of the Contractor’s performance, and of the penalty therefore. The Contractor Officer and/or designee shall meet with the Contractor within five (5) working days and develop a written corrective action plan to prevent further occurrence of the problem. The corrective action plan shall be prepared by the Contractor within ten (10) working days after the meeting between the Contract Officer and/or designee and Contractor. The corrective action plan is subject to the approval of the Contract Officer.

01135.0006 2013032.2 B-3

If repeated violations continue, the City may provide notice of termination in accordance with Article 7.

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01135.0006 2013032.2
EXHIBIT “C”

SCHEDULE OF COMPENSATION

CITYWIDE GRAFFITI ABATEMENT SERVICES

Please complete the form below, providing itemized costs for each service category. All costs must include labor, materials, equipment, administration, and any associated overhead.

Base Annual Services
Service Category Estimated
Frequency
6 DAYS
Unit Cost ($) Annual Total ($)

1. Daily Patrol & Abatement –
Commercial Corridors
6 days/week × 52
weeks
$2,550.00 $132,600.00

2. Weekly Patrol – Residential Streets
& East River Wall
1 day/week × 52
weeks
$900.00 $46,800.00

3. Weekend Sweep – Key Corridors
& Walkways
1 weekend/week ×
52 weeks
$535.00 $27,820.00

4. On-Call Response – Reported
Graffiti
Est. 10 calls/week ×
52 weeks
Included Included

5. Private Property Abatement Est. 3 cases/week ×
52 weeks
Included Included

6. Graffiti Removal Materials Annual Lump Sum $15,000.00 $15,000.00

7. Digital Documentation & Weekly
Reporting
1 report/week × 52
weeks
Included Included

8. Vehicle, Equipment, Fuel &
Maintenance
Annual Lump Sum $19,840.00 $19,840.00

9. Administrative/Management &
City Coordination
$200/month × 12
months
$200.00 $2,400.00

TOTAL BASE ANNUAL COST
$244,460.00
Optional Services (As-Needed) NO SUNDAYS
Optional Service Estimated
Frequency or
Scope
Unit Cost ($) Estimated Cost ($)

10. Emergency Graffiti Removal Per call Included Included

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01135.0006 2013032.2

11. Special Event or Pre-Event Patrol
& Cleanup
Per event (flat
rate)
Included Included

12. Mural/Vandalized Artwork
Cleaning
Per occurrence Included Included

13. After-Hours or Holiday Response Per call Included Included

14. Additional City-Requested
Patrol Areas
Per day Included Included

15. Training or Community
Outreach Events
Per event/hour Included Included

EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all Services in accordance with the procedures set forth this Agreement.

II. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for three (3) years from the date hereof (the “Term”).

The City Council may, in its sole absolute discretion, extend the Term by two (2) one -year extensions so long as funds have been appropriated for the Services under this Agreement.

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

01135.0006 2013032.2

NOTICE OF AWARD

TO: Graffiti Protective Services, Inc. FOR GRAFFITI ABATEMENT:
___________________________________________
Public Works Division

Your Bidder's Proposal dated , is accepted for the total contract

price of $ .

You are required by the "SECTION IV REQUIRED POST RFP DOCUMENTS" to execute the documents specified within ten (10) days from the date of mailing this Notice. Please sign one copy of the Notice of Award upon receipt and return.

RECEIVED:

CONTRACTOR THE CITY OF BELL

By: By:

Kenneth Jones
Public Works Manager

(Title)

(Date) (Date)

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May 29, 2025
244,460

01135.0006 2013032.2

NOTICE TO PROCEED

TO: Graffiti Protective Services, Inc. DATE:

From: Kenneth Jones
Public Works Manager, City of Bell

Notice is hereby given that you are authorized and directed to proceed with the following project in accordance with the contract documents:

Citywide Graffiti Abatement Services
Public Works Department Services Division

These documents have been received and are on file with the City Clerk of the City of Bell:

DOCUMENT:

The Agreement Fully Executed ( )
Workers' Compensation Insurance Certificate ( )
Liability Insurance Policy or Certificate ( )
Insurance Forms ( )

The Contract Time shall commence on the date of issuance of the City’s written Notice to Proceed.

Work shall commence within five (5) calendar days from the date of this Notice to Proceed and is to be completed within _______________. Annual work shall be completed within the time allocated based on the work to be performed.

Kenneth Jones
Public Works Manager

N-2

CITY OF BELL
6330 Pine Ave.

Bell, CA 90201

REQUEST FOR PROPOSALS
MUST BE SUBMITTED BY:

Friday, May 30, 2025 at 3 P.M. PST
Date/Time
PW25-004
RFP Number

COVER PAGE
The City of Bell, hereinafter referred to as “City” is seeking proposals from qualified firms, hereinafter referred to as “Proposers” to establish a contract for:

Citywide Graffiti Abatement Services
Work provided shall be in accordance with the Scope of Services requirements attached hereto and incorporated herein by this reference as Section I (D).

All proposals must be submitted online via OpenGov at:
https://procurement.opengov.com/portal/cityofbell

City will reject proposals submitted other than through OpenGov.

Electronic Proposals are due on or before the date and time specified above.

Proposers are not to contact any City personnel with any questions or clarifications concerning this RFP. All official communication concerning this RFP will be through OpenGov – RFP# PW25- 004. Any City response relevant to this RFP other than through OpenGov is unauthorized and will be considered invalid.

PROPOSALS WILL BE VALID FOR 120 DAYS AFTER CLOSING DATE I have read and understand and agree to the terms and conditions herewith, and I am submitting a Proposal in response to this solicitation.

Date: Company Name: _ _
*Authorized Signature Name Title
*Authorized Signature Name Title
*If a corporation, the document must be signed by two corporate officers. The first signature must be either the Chairman of the Board, President, or Vice President. The second signature must be either the Secretary, an Assistant Secretary, Chief Financial Officer, or Assistant Treasurer. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signatory to bind the corporation.

RETURN THIS COVER PAGE WITH YOUR PROPOSAL

LATE PROPOSALS WILL NOT BE ACCEPTED

C

CITY OF BELL

CITYWIDE GRAFFITI ABATEMENT SERVICES

TABLE OF CONTENTS

SECTIONS PAGES
PROPOSAL DOCUMENTS (All Documents must be submitted by proposal bid date)

COVER PAGE ........................................................................................................................................... C SECTION I: INTRODUCTION AND INSTRUCTIONS TO PROPOSERS ......................................................... P-1 SECTION II: MINIMUM QUALIFICATIONS AND PROPOSAL REQUIREMENTS .........................................P-14 SECTION III: SELECTION PROCESS.......................................................................................................P-20 SECTION IV: REQUIRED POST RFP DOCUMENTS................................................................................ P-24

CONTRACT SERVICES AGREEMENT DOCUMENTS
CONTRACT SERVICES AGREEMENT ................................................................................................. CA-1

EXHIBIT “A” SCOPE OF SERVICES......................................................................................................... A-1 EXHIBIT “B” SPECIAL REQUIREMENTS .................................................................................................... B-1 EXHIBIT “C” SCHEDULE OF COMPENSATION...................................................................................... C-1 EXHIBIT “D” SCHEDULE OF PERFORMANCE........................................................................................ D-1

NOTICE OF AWARD.............................................................................................................................. N-1 NOTICE TO PROCEED........................................................................................................................... N-2

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SECTION I: INTRODUCTION AND INSTRUCTIONS TO PROPOSERS

A) OVERVIEW

The purpose of this Request for Proposals (RFP) is to select the most -qualified contractor to provide citywide graffiti abatement services on private and public property within City limits.

The City wishes to obtain the removal of graffiti from various surfaces on private residential, commercial, industrial structures, and City structures throughout the City, up to forty feet (40’) in height, under a Contract Services Agreement. The City will award no more than one contract on a not-to-exceed basis.

The City of Bell is seeking proposals from qualified vendors to perform Citywide Graffiti Abatement Services in accordance within the of Scope of Services of this RFP. All appurtenant work as required by the Specifications.

The selected Contractor will provide services per an initial three (3) year agreement with the option to renew for two (2) additional one-year terms solely based on the discretion of the City.

The City intends that the successful Proposer shall provide the services requested in accordance within the Scope of Services within this RFP, which also includes all exhibits, attachments, and appendices with negotiated modifications.

B) PROPOSED SCHEDULE

RFP Issuance Date Thursday, May 15, 2025
Questions Due Friday, May 23, 2025 at 3:00 PM (PST)
Electronic Proposals Due Date Friday, May 30, 2025 at 3:00 PM (PST) City Council Contract Award Date Wednesday, June 25, 2025

C) GENERAL REQUIREMENTS

1. Respondents shall have at least five (5) years of consecutive experience in the graffiti abatement services industry.

2. The proposed term of the contract under this RFP shall be for three years with the option to renew for two (2) additional one-year terms at the discretion of the City.

3. Respondent shall comply with the insurance requirements set forth in the Contract Services Agreement.

4. In accordance with Labor Code Section 1770 et seq., the services to be provided by the successful proposer is a “public work” and thus required to pay and comply with the prevailing wage requirements of the California Labor Code. https://www.dir.ca.gov/oprl/DPreWageDetermination.htm

5. The selected individual/Contractor will have previous graffiti abatement experience that shows the Contractor can provide professional, first-class

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workmanship. This individual/Contractor should have knowledge of the proper preparation of all stucco, masonry, metal, wood, or other exterior/interior surfaces that would result in the bonding of the applied paint and obstruct the visibility of graffiti. Contractors are required to have experience within the last 3 years in graffiti abatement or related industrial clearing work or service contract.

At the time of the proposal submittal, the Contractor shall provide, in writing, references from individuals who will be able to confirm this. Five years of graffiti abatement experience is preferred.

6. The City will select a Contractor based on a combination of factors, including qualifications, past performance for public agencies, responsiveness and completeness of the proposal, and reference checks.

In addition, the following factors will be considered:
i) Completeness of the proposal and ability of the Proposer to comply with the mandatory requirements proposed under this RFP.
ii) Whether the Contractor has the financial resources and facilities to perform or provide the required services promptly, or within the time specified without delay or interference.
iii) Experience providing similar services
iv) Knowledge of Federal Community Development Block Grant (CDBG) Program requirements.
v) Recommendations from prior clients and record of performance on previous contracts or services.
vi) Ability to communicate effectively with diverse population, particularly English and Spanish language speakers; and vii) Cost reasonableness

7. OTHER MINIMUM GENERAL REQUIREMENTS
i) The submittal should be typed and as brief as possible while adequately describing the qualifications of the Contractor.
ii) Proposals are to be submitted online via OpenGov on or before the proposed Due date and time specified in this RFP.
iii) The proposing Contractor shall submit the following information with their package, including the same information on subcontractors.

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D. SCOPE OF SERVICES
The City of Bell is seeking a Contractor qualified to provide graffiti abatement services within the City. Services to be provided under this Proposal include, but are not necessarily limited to, the following:

1. Graffiti Abatement
Contractor shall furnish at his/her own expense, all labor, equipment and materials necessary for the satisfactory performance of graffiti abatement as set forth herein. Contractor shall remove graffiti from all public and private residential, commercial, and industrial structures.

Contractor shall inspect all referrals to determine the method to be used for the graffiti abatement. Methods of removal may include chemical removal, water blasting or other pressurized removal systems, matching existing painted surfaces or other eradication procedures as approved by the City. Contractor shall determine the most effective method(s) for removal of the graffiti at each location. The method(s) of removal will vary depending upon the type of graffiti and condition of the surface. Contractor must use care to avoid damages to existing improvements (e.g., buildings, windows, doors, walls, etc.). Existing improvements damaged by the Contractor shall be repaired at the Contractors sole expense to the satisfaction of the City.

The selected Contractor shall be required to perform the following tasks:

i) Contractor shall patrol and clean seven days a week, Monday through Sunday, all commercial streets, alleys and walkways, bike path walls, areas surrounding school properties, main neighborhood streets including but not limited to Bell Avenue, Salt Lake Avenue, Filmore Avenue, River Drive, Randolph Avenue, Clarkson Street, Southall Lane, Chanslor Avenue, Loma Vista Place, Woodward Avenue, Bear Avenue, Corona Avenue and any additional service request from the City. Isolate areas that are vandalized consistently on Fridays after 1:00 p.m. and re -patrol and clean those specific areas as needed.
ii) Patrol and clean the “East and West River Walls” and all residential streets at least once per week.

iii) Every Saturday or Sunday, perform a complete sweep of Florence Avenue, Slat Lake Avenue, Gage Avenue, Atlantic Avenue, Wilcox Avenue, the bike path near Florence Avenue, Federal Street, Knoll Tract, and Walker-Crafton Walkway.

iv) All graffiti located during said patrols will be promptly cleaned as outlined by this RFP.
v) Respond to and effectively abate all other reported graffiti occurrences within the City as outlined by this RFP.
vi) Contractor agrees to furnish graffiti abatement services as follows:
vii) Continued on-going removal of all graffiti utilizing the following techniques where applicable:
a) Paint over using a color matching technique
b) Chemical removal
c) Water pressure, blasting, washing, or soda blasting
d) Sand blasting
e) Other method as agreed upon by City
viii) Digital photography. the Contractor shall photograph each occurrence of graffiti

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using a digital camera with the following capabilities:
a) A date and time stamp for each photograph.
b) 24 megapixel or higher resolution
c) Contractor is expected to provide their own camera

ix) Provide weekly reports of graffiti occurrences which includes photographs and location of graffiti, categorized by graffiti type, moniker, gang, location, notification type, and/or other agreed upon standard. Reports shall also include information regarding the quantity, type, and origination of all reports of graffiti abatement received by the contractor.
x) Monitor and respond to all City website/other message -based efforts to report graffiti to the City.
xi) Be responsible for private property graffiti abatement process, from first contact and notification of owner/tenant through successful abatement following the requirements of the Bell Municipal Code for private property graffiti abatement and the requirements of this RFP.

xii) Assist with or complete expedient private property graffiti abatement and clean up. Contractor shall obtain all necessary permissions from property owner/tenant prior to graffiti abatement.

a) Special attention and expressed permissions will be sought for unique property clean - up efforts. For example,
commercial signage, artwork, or other sensitive graffiti locations.
xiii) Contractor and his/her staff will be expected to meet with the City upon request.

xiv) Contractor shall use commercially accepted color matching/blending techniques and equipment to closely match adjacent painted surfaces. xv) All underlying graffiti shall not be visible.

xvi) Graffiti that is painted over shall be done with a paint color that closely matches adjacent surfaces. Such locations where graffiti has been previously painted over using non-matching colors, the area shall be painted over by the Contractor using a color that closely matches the rest of the surface.
xvii) Graffiti from City-owned property shall be removed within one (1) business day. xviii) Obscene or vulgar graffiti shall be removed within one (1) hour. xix) The Contractor shall use high quality commercial paint and appropriate graffiti abatement chemical agents. If Contractor intends to use experimental or other non-traditional methods or materials, such methods or materials must be approved in writing by the Public Works Manager prior to use. The Contractor is responsible for any damage that occurs as a result of their chosen cleaning method.

xx) Graffiti on natural surfaces, such as unpainted block or wood, shall be removed with water/sand/other method. The Contractor is responsible for any damage that occurs as a result of their chosen cleaning method.
xxi) All work shall be subject to approval of the Public Works Manager or their designee. xxii) The Contractor shall contact the Public Works Manager or their designee routinely

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to assess if there are upcoming events that will determine specific areas of attention that need to be addressed that week.
xxiii) All Contractor vehicles will be appropriately marked to indicate the name of the Contractor, the vehicle’s purpose, and contact information to report graffiti in Bell.

xxiv) Before the work shall be deemed complete, the entire area shall be placed in a neat and orderly condition. Debris and other excess material related to the graffiti abatement process shall be removed from the site.

xxv) Contractor shall have staff available by phone, cell phone and email, Monday through Friday between 8:00 a.m. and 5:00 p.m. to respond to questions, verification of schedules, call-outs and other non- emergency requests or questions.

xxvi) Any damages caused by the Contractor or their employees, equipment, or materials shall be the responsibility of the Contractor.

xxvii) The Contractor shall provide all personnel, equipment, vehicles, tools, materials, supervision, insurance, permits, licenses, and other items and services necessary to perform graffiti abatement services in the City.

2. Materials and Equipment

i) Preparation - The Contractor shall properly prepare all stucco, masonry, metal, wood, or other exterior surfaces in a manner that will result in an acceptable bonding of the applied paint and deter the visibility of graffiti. (No lead -based paints shall be used.)
ii) Application Quality - The materials shall be applied in such a manner as will ensure smooth, even, uniform coats free of dirt, drips, ridges, waves, drops, runs, brush marks, sags, and laps. If any of these existed before, they shall be properly corrected and prepared before painting. When completed, the painting shall represent a first class, workmanlike appearance.
iii) Application Process - Paint shall be applied under dry, dust-free conditions and shall not be applied when the temperature is below forty (40) degrees Fahrenheit. All primer and intermediate coats of paint shall be unscarred and completely integral as well as completely dry at the time of the application of each succeeding coat.
iv) Supplies and Equipment - The Contractor shall provide its own vehicle, equipment, supplies and materials necessary to perform the work outlined.

Furthermore, The Contractor shall have an aerosol spray unit (minimum 2500 p.s.i.), and a standard extension ladder on the Contractor vehicle and such other equipment as may be necessary to perform graffiti abatement (e.g. brushes, etc.). The Contractor shall have the ability to remove graffiti from difficult locations. The Contractor must have extension ladders on every vehicle and twenty-four (24) hour a day seven (7) days a week access to a bucket truck with a minimum extension height of forty (40) feet.

v) Manufacturer Directions - Manufacturer’s recommendations for mixing, thinning, applying, type of exposure, surface to be covered, and type of surface wear to which the paint will be subjected shall be explicitly followed.

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vi) Paint Match - The Contractor shall verify, to the satisfaction of the City, its method for matching paint. All repainted surfaces shall reasonably match wall color to the satisfaction of the Public Works Manager or designee.
vii) Definition and Terms
a) Painted Surface: Previously painted surfaces such as stucco, block walls, tilt-ups, fences, etc.
b) Porous Surface: Natural unpainted surfaces such as block walls, concrete walls, curbs, sidewalks, marble, concrete light standard (Marbelite), etc.
c) Non-Porous Surface: Glass, windows, mirrors, metal, steel signs, poles, light standards, baked enamel, mail boxes, traffic control boxes, street signs, etc.

3. Response and Removal Time
The Contractor shall provide a 24-hour turnaround from time of notification and/or survey and shall provide “emergency” services (removal of vulgar, racial, or pornographic images, etc.) within approximately one hour of notification . Contractor shall also survey the City for graffiti as specified by the City.

4. Contractor Responsibility
The Contractor is to assume the responsibility for all work including tenant and property owner relations.

Right of Entry
a) Private Property - Authorization shall be secured from the property owner or authorized agent to enter onto private property and perform graffiti abatement services. The Contractor and/or City must obtain written approval to enter and release of liability prior to starting the graffiti abatement. b) Public Right -of-Way Property - Authorization shall be given by the Public Works Department for the removal of graffiti on public property. c) Commercial Signage - Graffiti found on commercial signage shall only be removed with the owner’s/occupant’s specific, written approval and with the owner’s/occupant’s understanding that the Contractor is not responsible, under this contract, for replacing any original lettering, pictures, etc., on commercial sign.

With the owner’s/occupant’s approval, the Contractor shall proceed with diligence to remove the graffiti with as little damage to the commercial sign as possible.

5. Cleanup
All finished surfaces of the building shall be left clean and reasonably dust free. At completion of work, Contractor shall clean all exposed surfaces soiled by the work; repair all damaged caused by the work at no extra cost to the property owner of the City of Bell; remove all debris of the work from the job site; and leave the entire installation ready for use.

6. Air and Water Pollution
The Contractor shall be required to conform to all current regulations of the South Coast Air Quality Management District (AQMD). The Contractor is also required to adhere to the provisions of the Federal Clean Water Act as regulated by the U.S. Environmental Protection

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Agency (EPA) in Code 40, Code of Federal Regulations (CFR) Parts 122, 123, 124, the Porter - Cologne Act (California Water Act), and the National Pollutant Discharge Elimination System (NPDES) requirements. Suitable Best Management Practices (BMPs) shall be applied to prevent any chemical, debris, or any non-storm water discharges from entering the storm drain system (storm drains and gutters).

7. Compliance with Laws
The services requested in this Proposal will be funded in part under the Community Development Block Grant Program (CDBG). Contractor, its agents, and employees shall comply with all laws, ordinances, rules, and regulations of the Federal, State, the County of Los Angeles, the City of Bell and all governing bodies having jurisdiction applying to work done under the agreement. This shall include Federal Regulations related to Equal Opportunity Employer.

8. Retention of Financial Records
The Contractor shall maintain complete financial records and accounts. These records shall be retained for a minimum of five (5) years and shall include, but are not limited to, the following:
i) A double-entry General Ledger that supports the costs charged to the CDBG Program;
ii) Records documenting procurement of goods and services; iii) Lease of Rental Agreements;
iv) Invoices;
v) Billing Statements;
vi) Cancelled Checks;
vii) Timecards signed by employees and supervisors;
viii) Personnel Authorized Records;
ix) Payrolls Registers;
x) Payroll Tax Records;
xi) Bank Statements;
xii) Bank Reconciliations; and
xiii) Documentation to support the allocation of costs.

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9. Public Relations and Safety
The Contractor shall at all times conduct services with the utmost courtesy to the public. All employees of the Contractor shall wear clean clothing in the performance of duties, and equipment shall be clean and maintained in a safe operating manner. All equipment shall be subject to inspection by the Public Works Manager or their designee.

10. Photographic Documentation
Before removing graffiti, the Contractor shall photograph graffiti for documentation purposes.

Upon removal of the graffiti, the Contractor shall take an additional photograph of the same area (before and after photos). Digital photos of the abated sites and an accompanying photo disk or USB are to be provided along with the monthly billing statement at no cost to the City.

11. Daily Logs
Daily logs shall be maintained identifying graffiti abatement sites by census tract and block group. Monthly program reports shall be submitted within five (5) days of the end of the month.

Information on total graffiti abatement in square feet and the number of sites serviced shall be provided. Should accomplishment target not be met for the reporting period, steps to remedy the situation shall be provided by the Contractor along with an implementation schedule.

12. Compensation
The Contractor shall be compensated, including authorized reimbursements, for all services performed under the executed Agreement. A detailed, itemized monthly statement shall be submitted to the City, specifying the services provided, the percentage of work completed by item, and any additional documentation reasonably requested by the City Manager or their designee. The City will review the statement and, excluding any disputed charges, remit payment for approved amounts within 30 days of receipt. Payment shall not constitute acceptance or waiver of any defects in the Contractor’s performance.

Note: Prior to contract award, at the discretion of the City, Proposer must demonstrate graffiti abatement to City Staff at a designated location, at no cost to the City.

13. Licensing and Professional Certification required
Contractor is required to have in full force and affect all licenses and permits required by the applicable laws to perform graffiti abatement services within the City of Bell. Contractor must possess and maintain a valid State of California C -33 Painting License during the term of the contract. The employer ID number and Contractor License number shall be submitted with the proposal. The individual or Contractor must obtain all required City of Bell licenses.

14. Safety
Contractor must strive to maintain good public relations at all times. All work must be conducted in a manner which will cause the least possible interference and annoyance to the public. Work must be performed by competent employees and supervised by an experienced, Spanish-speaking supervisor

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15. Accident Reporting
The Contractor shall immediately notify the City of any incident involving its personnel, vehicles, or equipment on the work site, regardless of whether injury or damage is apparent.

All damage must be documented with photographs and reported promptly to the Public Works Manager or their designee. Prior to beginning work, the Contractor shall also photograph and report any pre -existing damage. The Contractor is solely responsible for repairing or fully covering the cost of any damage resulting from its operations Contractor shall immediately notify the City of any accident, regardless of whether or not injury or damage is evident, involving the contractor’s staff, vehicles, or equipment while on the work site.

16. Technology:
i) Receive work orders via a web-based work order system. ii) Provide residents a free City branded Smartphone app available on both an Android and iPhone platforms.
a) Requests are to be submitted electronically via a work order system and assigned a work order number in real time.
b) Upon job completion, a “Thank You” note with before and after photos shall be transmitted electronically to the resident’s email address. c) Responding email shall have a feedback link to an electronic survey that allows residents to rate services and response time.
d) App shall have flexibility to allow reporting of other Public Services requests.
iii) App shall be available on the Apple store and Android marketplace at the cost of the contractor.
iv) Provide Public Works Manager a mobile device for providing work orders in the field.
a) Mobile device must allow Public Works Manager to create, view and map open work orders.
v) Photographs of work performed (before and after) shall be sent real -time with work order number, address, zone, method, surface, time cleaned, square footage, moniker, total response time, and price to web-based system. vi) System shall allow for multiple photos per work order number. vii) Web based system shall show:
a) All work order status
b) Maps of zones as provided by the City
c) Response time to work orders
d) Cost by zones
e) Square footage cleaned by zones
f) Custom graphs
g) Custom reports
h) Maps in google earth
viii) Work order system shall allow direct link through URL from the City’s website with City branded page.
a) Public can use site to report graffiti and upload photos b) Requests are electronically submitted to work order system and assigned to a work order number
ix) All data collected in the work order system for this project is the property of the City
x) Contractor must be able to demonstrate all aspects of the software requirements through a working version of the software prior to award of bid. Include Smartphone app names and contact information for a minimum of three (3) municipal customers of similar size that have used contractor’s software for at least 12 months.

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17. Anti-Graffiti Campaign

i) Assist the City in establishing an Anti-Graffiti Campaign to discourage graffiti activities throughout the City by conducting outreach at schools, businesses, neighborhood block clubs, non-profit organizations, and religious institutions. ii) Host three (3) public events (per year) to discuss and discourage graffiti Activity and provide alternative solutions to graffiti activities on public and private property.
iii) Provide the City with a written report on Best Practices dealing with Graffiti activities.

18. Record Keeping

Contractor shall utilize a software that interfaces with the City's Customer Relationship Management system (CRM) which allows for residents to report graffiti and allows Contractor to be notified, respond to and closeout work when completed. Software should also have data collecting ability.

19. Non-Collusion Affidavit
Each Proposer certifies that the company, its officers, employees, and/or agents are not a party to any collusive action, fraud, or any action that may be in violation of the Sherman Antitrust Act. The Proposer certifies that the company, its officers, employees, and/or agents have not offered or received any kickbacks or inducements from any other bidding Proposer, supplier, manufacturer, or subcontractor in connection with the proposal and that the company, its officers, employees, and/or agents have not conferred on any public employee having official responsibility for this procurement transaction any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value. Any or all bids shall be rejected if there is any reason to believe collusion exists among the bidding Proposers. More than one bid from an individual, firm, contractor, partnership, corporation, or association under the same or different names may be rejected. Reasonable grounds for believing that a bidding Proposer has interest in more than one proposal for the work being proposed may result in rejection of all bids in which the bidding Proposer is believed to have interest.

F) INSTRUCTIONS TO PROPOSERS AND PROCEDURE FOR SUMBITTAL

1. Submission of Proposal:

Proposals must be submitted online at:
https://procurement.opengov.com/portal/cityofbell
City will only accept proposals submitted online via OpenGov on or before the Proposal Due Date specified in this RFP. Refer to Invitation Number “RFP# PW25-004.” Interested firms must be registered on the City’s OpenGov portal to participate in this RFP.

All documents specified in Section II – Proposal Requirements shall be scanned and uploaded to OpenGov. Any proposal submitted other than in the manner specified in this RFP will be rejected.

2. Questions and Addenda:

All questions or requests for interpretation regarding this RFP must be submitted online through OpenGov. Proposers are not to contact City personnel with any questions or clarifications

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concerning this RFP other than through OpenGov. Any City response for this RFP that is not posted through OpenGov is unauthorized and will be considered invalid.

If clarification or interpretation of this solicitation is considered necessary by the City, a written addendum shall be issued on OpenGov. Any interpretation of or correction to this solicitation will be made only by addendum issued through OpenGov. It is the responsibility of each Proposer to ensure that they have received and reviewed all addenda to this RFP. For technical support with the OpenGov system, contact OpenGov at (650) 336 -7167.

3. Validity of Proposals:

Proposals must be valid for a period of at least 120 calendar days from the closing date and time for receipt of proposals.

4. Proposals are not to be marked as confidential or proprietary. City may refuse to consider any Proposal so marked. Proposals submitted in response to this RFP may become subject to public disclosure. The City shall not be liable in any way for disclosure of any such records. Additionally, all Proposals shall become the property of the City.

5. Proposer RFP Examination:

By submitting a Proposal, Proposer represents that it has thoroughly examined City’s requirements and is familiar with the services required under this RFP and that it is qualified and capable of providing the services to achieve City’s objectives.

6. Proposal Compliance:

Each Proposer must submit its Proposal in strict accordance with all requirements of this RFP and compliance must be stated in the Proposal. Deviations, clarifications and/or exceptions must be clearly identified and listed separately as alternative items for the City’s consideration.

7. Proposal Rejection:

Any Proposal may be rejected if it is conditional, incomplete, or deviates from specifications in this RFP. City reserves the right to waive, at its discretion, any procedural irregularity, immaterial defects, or other improprieties which City deems reasonably correctable or otherwise not warranting rejection of the Proposal. Any waiver will not excuse a proponent from full compliance.

8. Pre-Contractual Expenses:

The City shall not, in any event, be liable for any pre -contractual expense incurred by the Proposer in the preparation of its proposal. Pre-contractual expenses are defined as expenses incurred by the Proposer but not limited to the following:
a. Preparing its proposal in response to this RFP
b. Submitting its proposal to the City
c. Negotiating with the City on any matter related to the proposal d. Any other expenses incurred by the Proposer prior to date of contract award

9. Negotiations:

City reserves the right to: a) negotiate the final Contract with any Proposer(s); b) withdraw this RFP in whole or in part at any time without prior notice and, furthermore, makes no representations that any Contract will be awarded to any Proposer responding to this RFP; c) award its total requirements to one Proposer or to apportion those requirements among two or more Proposers; or d) reject any proposal if it is conditional, incomplete or deviates significantly from the services requested in this RFP. In addition, negotiations may or may not be conducted with Proposer; therefore, the Proposal submitted should contain Proposer’s most favorable terms and conditions, since the selection and award may be made without discussion with any Proposer.

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10. Term:

The term of this contract shall be for a period of three fiscal years; July 1, 2025, through June 30, 2028. This Agreement may be extended annually, solely based on the discretion of the City, for up to two additional one-year terms through June 30, 2030.

The City reserves the right to cancel the contract any time upon thirty (30) days prior written notice to the Contractor of its intent to terminate.

11. Protest Procedure:

Only a proposer who has submitted a proposal in response to this RFP is eligible to submit a protest. The City will not accept or entertain RFP protests from anyone who did not submit a proposal for the project or work being protested.

Proposers may file a protest of an RFP with the Finance Department, City of Bell – 6330 Pine Ave., Bell, CA 90201, up to the end of business day on the fifth business day after the date the Notice of Intent to Award was announced.

At the time of the filing, the protest shall be:
a. Submitted on the proposer’s formal letterhead and include the proposer’s company name, address, phone number and the name and title of the individual filing the protest;

b. List the reasons for the protest including the specific section of the documents or technical specifications being disputed and shall site any statutes or case law supporting or serving as the basis for the protest and describe how they support the item(s) being disputed.

If the protest does not meet these requirements, the City will reject it without further review. If the protest is submitted on time and complies with all the above requirements, the Director of Finance or his/her designee, shall review the protest and all relevant information submitted by the protestor. The City will provide a written response to the protestor. The City has the right to respond to any protest until the date on which the contract is awarded by the Bell City Council.

The procedure and time limits set forth in this paragraph is mandatory and is the sole and exclusive remedy in the event of an RFP protest. Failure to comply with these procedures shall constitute a failure to exhaust administrative remedies and a waiver of any right to further pursue the proposal protest, including filing a Government Code Claim or legal proceedings.

If the City determines that the protest is frivolous, the party originating the protest may be determined irresponsible and that party may be determined to be ineligible for future contract awards.

12. Local Business Preference:

The City of Bell has adopted a Local Business Preference Ordinance (Ord. 1192 § 1, 2013) in order to promote City businesses. The terms of the ordinance provide the City with the option of reducing bids from qualified local vendors by five percent (5%) or $15,000 dollars, whichever amount is lower in determining the lowest responsible bid. Contract or Purchase Order will be awarded at the preference bid amount. If your company is located within the City, you may qualify for this preference under the guidelines of the Local Business Preference Ordinance. To comply under the terms of the local Business Preference Ordinance, companies must meet

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the following criteria: (1) The business has a current City of Bell business tax certificate; and (2) the local sales tax generated by the business is allocated to the City of Bell.

13. California Wage Rate Requirements:

Pursuant to Division 2, Part 7, Chapter 1 of the Labor Code of the State of California (including sections 1771 and 1773.2), Department of Industrial Relations of the State of California lists the general prevailing rate of per diem wages, and the general prevailing rate of holiday and overtime work in the locality in which the public work is to be performed for each craft, classification or type of workers needed to perform the Work. Copies of schedules of prevailing wage rates may be obtained on the California Department of Industrial Relations website http://www.dir.ca.gov/dlsr.

14. Department of Industrial Relations (DIR) Compliance:

This public work is subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR). In bidding on this work, it shall be the Bidder’s sole responsibility to evaluate and include the cost of complying with all labor compliance requirements under this contract and applicable law in its bid.

15. Registration with the Department of Industrial Relations:

Pursuant to Labor Code sections 1725.5, 1771.1, and SB 854, Public Works Contractor Registration Program, all contractors and subcontractors who bid or work on Public Works projects must be registered with, and pay an annual fee to, the State Department of Industrial Relations (DIR), subject to the limited exceptions set forth in Labor Code Section 1771.1(a) (regarding the submission of a bid as authorized by Business & Professions Code Section 7029.1 or Public Contract Code Section 10164 or 20103.5), provided that contractors and subcontractors subject to such exceptions shall be registered with the DIR at the time the contract is awarded. No bid will be accepted, except as provided above, nor any contract entered, without proof of the contractor’s and subcontractors’ current registration with the Department of Industrial Relations to perform public work. If awarded a contract, the Bidder and its subcontractor, of any tier, shall maintain active registration with the Department of Industrial Relations for the duration of the Project.

*** End of Section I ***

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SECTION II: MINIMUM QUALIFICATIONS AND PROPOSAL REQUIREMENTS

To qualify for selection, Proposer must meet the following minimum requirements:

1. Must be able to execute the City’s Agreement for Services.

2. Must possess a valid California State Contractor’s License to perform the work as specified in the Scope of Services within this RFP (Section I).

3. Must have qualified personnel and adequate equipment to perform all services required under the Graffiti Abatement Agreement.

4. Must have a proven track record of providing graffiti abatement services to at least three (3) cities or other government agencies within the past five (5) years.

Each Proposal submitted in response to this Request for Proposal (RFP) shall be submitted as follows:

A) COVER SHEET:

Submit the completed RFP cover sheet.

B) LETTER OF TRANSMITTAL:

A one-page Letter of Transmittal shall be addressed to Kenneth Jones, Public Works Manager, and shall, at a minimum, contain the following information:

1. Identification of Proposer who will have contractual responsibility with the City of Bell.

Identification shall include legal name of company, address from which the services will be managed, telephone number and e-mail address of the contact person identified during the period of proposal evaluation.

2. A summary of the Proposer’s Qualifications, including a brief description of its proposed representative(s) and key staff. It shall make a commitment to accept the terms and conditions in the RFP and Contract Services Agreement, including acknowledgment of receipt of all amendments or addenda to the RFP.

3. A statement accepting the RFP and City’s Contract Services Agreement without any exceptions. Any proposal submitted with exceptions will be automatically disqualified.

4. A statement that the proposal shall remain valid for a period of not less than 120 days from the date of submittal.

5. Signed statement attesting that all information submitted with the proposal are true and correct.

C) TECHNICAL PROPOSAL

1. Qualifications of the Company
This section of the proposal should establish that the Proposer can satisfactorily perform the required work; the requisite previous experience on similar assignments; and the stability and professional standing of the firm.

This section should include, at a minimum:
a. Company Profile
Provide a summary of Proposer’s qualifications and experience to show competence in providing required Services. Include the company’s licenses, work history, organizational structure, equipment, yard/office facilities, and number of employees. b. Litigation and Contract History
i. Provide a brief description of any:

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• Conviction or indictment of the firm or any officer of the firm within the last three years involving alleged fraud, bribery, collusion, conspiracy, or violation of state or federal antitrust law.
• Adjudication or determination by any federal, state, or local agency that the firm or any officer of the firm has violated any provision of law relating to equal opportunity or fair employment.
• Termination of a contract for convenience or for cause. • Proposer shall certify that Proposer has not been disciplined in the last five (5) years as a Contractor by any government body.
c. Project References
i. Provide a list of City and or County clients for whom you have provided graffiti abatement services, the length of time services have been provided along with contact information including name, phone and email address. (Minimum of four)

2. Qualifications of Personnel
This section should identify the qualifications of the individuals, subcontractors, and/or suppliers that will be providing services to the City.
a. Provide an organization chart clearly showing all employees who will perform the service.

b. Identify any subcontractors who will be used. Include licenses and credential information.

3. Means and Methods of Approach
a. This section should clearly describe the methodology to be used to carry out the specific work tasks described in the Work Plan, including descriptions of the type(s) of equipment to be utilized in the City. Describe the Firm’s understanding of the City and the work to be completed.
b. Describe the sequential work tasks you plan to carry out in completing this contract.

Indicate all key deliverables and their contents.

4. Fee Proposal (Use Form provided As Exhibit “C” – Schedule of Compensation in the Services Agreement, Section IV)
The Fee Proposal form is provided in Exhibit “C’ of the Services Agreement, Section IV. Proposer shall define the fee schedule/pricing information for the services. DO NOT INCLUDE YOUR FEE PROPOSAL WITH YOUR TECHNICAL PROPOSAL.

This original fee proposal must be submitted and received on OpenGov by the RFP due date and specified time.

Pricing shall remain fixed for the f i r s t 3 y e a r s o f t h e c o n t r a c t . I f t h e C i t y e x e r c i s e s t h e o p t i o n t o e x t e n d t h e t e r m o f t h e c o n t r a c t b e y o n d t h e i n i t i a l 3 y e a r t e r m , t h e n t h e c o n t r a c t o r m a y r e q u e s t a n a d j u s t m e n t t o i t s f e e b a s e d o n t h e C o n s u m e r P r i c e I n d e x f o r A l l U r b a n C o n s u m e r s ( C P I - U) f o r L o s A n g e l s , L o n g B e a c h - A n a h e i m f o r e a c h a d d i t i o n a l y e a r t h e t e r m i s e x t e n d e d .

Additional Documents to Submit with Technical Proposal in OpenGov:

Complete and submit the cover page and documents at the end of Section II with Proposal through OpenGov
a) ADDENDA ACKNOWLEDGEMENT/SIGNATURE
b) CONFLICT OF INTEREST STATEMENT
c) ACKNOWLEDGEMENT OF INSURANCE REQUIREMENTS

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5. Appendices (limit: 5 pages)
Information considered by Proposer to be pertinent to this RFP and which has not been specifically solicited in any of the aforementioned sections may be placed in a separate appendix section.

Proposers are cautioned, however, that this does not constitute an invitation to submit large amounts of extraneous materials. Appendices shall be relevant and brief.

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ADDENDA ACKNOWLEDGEMENT/SIGNATURE

This Proposal Response is submitted with respect to the changes to the Request for Proposal included in the following addenda numbers:

1 2 3 4 5 6 7
(Initial above all appropriate numbers)

By signing below, Proposer certifies that the information submitted in response to this Request for Proposal is true and correct. I also understand that failure to submit a completed Proposal response package (fully completed and executed) will result in rejection of Proposal.

Respectfully submitted,

Proposer Signature Date

Print Name / Title

Legal Name of Company Business Address (Actual Address – P. O. Box)

Telephone Number Email Address

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CONFLICT OF INTEREST STATEMENT
Provide in this section a statement disclosing any past, ongoing or potential conflicts of interest that your firm, proposed staff, or any subcontractors may have as a result of performing this work.

If there is no conflict of interest then provide such statement in this section.

If there is a real or perceived conflict of interest that exists with the submission of a proposal, or would exist if the Proposer entered into an Agreement with the City of Bell in this proposal, full details should be provided in this section. Detail a plan to manage the conflict of interest.

Proposer Signature Date

Print Name / Title

Proposing Company Name

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ACKNOWLEDGEMENT OF INSURANCE REQUIREMENTS

I, ,the
(Title)

of , certify that the Insurance Requirements set forth in (Proposer’s Company Name)
the Proposed Agreement for RFP# – has been
read and understood. I certify that
’s

(Proposer’s Company Name)
insurance company(ies) is/are able to provide the
(Name(s) of insurance company(ies)

coverages specified.

Authorized Signature Date

*** End of Section II ***

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III. SELECTION PROCESS

All timely submitted proposals will be reviewed to ensure they meet the minimum qualifications and requirements. Proposals that fail to comply with RFP specifications, lack required content or quality, or include unacceptable exceptions to the Contract Services Agreement may, at the City’s discretion, be disqualified from further consideration.

An evaluation committee composed of City of Bell staff will review and assess all qualifying proposals. The City will serve as the sole and final judge of compliance, quality, and overall merit.

Selection will not be based on any single factor, including price. Instead, the City reserves the right to award the contract in any manner deemed to be in its best interest, including negotiating with one or more respondents for the same services.

Proposals will be evaluated based on responsiveness to the City’s requirements and the overall value offered, considering both cost and the quality of services proposed. Additional evaluation factors include the proposer’s qualifications, financial stability, and relevant experience. Failure to meet any RFP requirement may result in rejection.

The City will consider the following in selecting a contractor.

Appropriate Licenses or certifications

A) EVALUATION CRITERIA and WEIGHTS
Proposals must be in compliance with the requirements of this RFP. Selection will be based on the quality and value of the proposal, including comprehensiveness and responsiveness to the requirements outlined in this RFP. The proposals will be evaluated and scored based on the following criteria. The highest possible score is 100 points for the written proposal.

1. Qualifications (30 points)
a. Proposed plan to achieve the Scope of Services described herein and produce the required outcome in a timely manner.
b. Overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the City of Bell to award a contract to the Proposer who furnishes satisfactory evidence that the Proposer has the requisite experience and ability to enable the Proposer to execute the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Proposer, City will weigh the evidence that the Proposer has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress.

c. Number of employees and experience and qualifications of key personnel and staff:

Qualifications- Qualifications of the assigned staff and sub -contractors (if any), relevant technical experience, and the availability of the staff for the services provided. After selection of a Contractor by the City, no substitution of key staff or subcontractors may occur without the written approval of the City.

d. Safety and Equipment Operating Procedures Manual - A copy of the Safety and Equipment Operating Procedures Manual shall be submitted with the proposal. Summarize training

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provided to employees who are responsible for graffiti abatement.

e. Bi-lingual speaking Capacity –
The ability to effectively communicate in English and Spanish is desirable.

f. Preference for hiring local residents –
Should the selected individual/Contractor require the hire of new employees as a result of a graffiti abatement services contract with the City, the selected individual/Contractor agrees to conduct outreach in the City and give preference for qualified applicants residing in the City. The selected individual/Contractor will provide evidence of job recruitment efforts.

g. The account manager, or contact person, assigned to the City will be a consideration in the selection. Qualifications and prior experience in similar programs and activities must be demonstrated in the proposal. Once selected, the account manager, or contact person, assigned to the project or contract shall not be changed without prior written consent of the City.

h. An organizational chart shall be submitted with the proposal.

i. Compliance with Federal CDBG Program Requirements - Demonstrated experience in administering CDBG Program funded activities for a period of five (5) years. Compliance with applicable. Federal Requirements including, but not limited to, financial record keeping, and reporting.

j. Demonstrated understanding of the scope of services requested as well as capacity of respondent.

k. Financial stability of proposer.

2. Performance (30 points)
a. Professional experience in performing tasks similar in scope and complexity. b. The Contractor should have knowledge of the proper preparation of all stucco, masonry, metal, wood, or other exterior surfaces that would result in the bonding of the applied paint and obstruct the visibility of graffiti.
c. Past, recently completed, or on -going graffiti abatement services that will substantiate experience. Similar experience and expertise in the type of work required, with the City or with other public agencies . The Contractor has substantial and established previous graffiti abatement experience that shows the Contractor can provide professional, first -class workmanship.
d. Contractor is required to have experience within the last five years in graffiti abatement or related industrial clearing work or service contract. At the time of the proposal submittal, the Contractor shall provide, in writing, references from individuals who will be able to confirm this. Five years of graffiti abatement experience is preferred. A list of related projects should be included with the name of the contract person and the telephone number for which the Contractor has recently or currently provide services as outlined under the Scope of Work. e. Equipment – Type and number of available equipment to perform the requested work within the prescribed timeframes.

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3. Understanding and approach to perform required Service (20 points) The Proposer’s responsiveness to the RFP including completeness and thoroughness of proposal; all required information must be provided in the format specified. This category will also evaluate:
a. Clear demonstration of the Proposer’s ability to provide services required. b. Approach and proposed methodology to services required. c. Demonstrated knowledge of the work required.
d. Innovative approaches and internal measures to ensure timely and quality completion of work.
e. Ability to demonstrate its qualifications in a clear and compelling manner and ability to follow all directions included in this RFP.
f. Acceptance of Conditions - This proposer shall provide a statement offering the Contractor’s acceptance of all conditions listed in the Request for Proposal document. Any exceptions or suggested changes to the RFP or any contractual obligations, including the suggested change, the reasons therefore and the impact it may have on cost or other considerations on the Contractor’s behalf must be stated in the proposal. Unless specifically noted by the Contractor, the City will assume that the proposal is in compliance with all aspects of the RFP.

4. Competitive pricing as compared to other qualified Proposer’s RFP responses (20 points)

B) EVALUATION PROCEDURE
Each RFP will be reviewed and evaluated by each member of a selection panel established by the City. Each reviewer will use the evaluation criteria set forth in this RFP and score each proposal accordingly. Each reviewer will complete his/her review of proposals independently. The selection panel’s evaluations will be combined to determine a numerical ranking of each responsive proposer. Proposals obtaining less than 75% of the total available points will be eliminated from further consideration.

The City may determine that it is necessary to conduct interviews prior to final selection. In the event that interviews are necessary, the Proposers that submit the highest ranked proposal will be invited to the City to make presentations to the members of the selection panel and answer questions. Each member of the selection panel will evaluate the interviews, and the final scores will be established based on criteria and instructions provided prior to the interview taking place.

C) SELECTION
It is the City’s intent to select one Contractor to provide services at City of Bell.

The City reserves the right to make final decisions regarding the selected firms and the number of selected firms based on the quantity and quality of the proposals received. This right extends to modifying the selection process to eliminate interviews if an insufficient number of qualified firms/teams submits an RFP.

D) AWARD
Award is based on the most responsive and most responsible Proposal. City shall send a Notice of Intent to Award to all Proposers via OpenGov, to announce the City’s intent to award the contract to the top-ranked selected Proposer.

The City of Bell may negotiate contract terms with the selected Proposer prior to award and expressly reserves the right to negotiate with several Proposers simultaneously. However, since the

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selection and award may be made without discussion with any Proposer, the proposal submitted should contain Proposer's most favorable terms and conditions.

E) IMPLEMENTATION

1. Meetings
a. A kick-off meeting will be held after award of contract. Contractor and its team will meet with City of Bell staff to conduct introductions, discuss scope of services, and implementation process.

2. Notice to Proceed
a. Following the kick -off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and required documents, permits, licenses, have been received and approved by the City.

*** End of Section III ***

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SECTION IV: REQUIRED POST RFP DOCUMENTS
Within 10 working days from the date of the Notice of Award, Contractor is required to complete and submit to the City the documents listed below:

1. Contract Services Agreement

2. Certificates of Insurance (with proper endorsements)

3. City of Bell Contractors Business License

CA-1

CONTRACT SERVICES AGREEMENT

By and Between

CITY OF BELL

and

CA-2

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF BELL AND

THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this day of , 2025 by and between the City of Bell, a California charter city (“City”) and , (“Consultant”).

City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

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

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

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

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

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

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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

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acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work.

No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

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

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Dollars ($ ) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed 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 -contractor contracts. Sub -contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section

7.3, City will use its best efforts to cause Consultant to be paid within forty -five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided

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by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

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

3.4 Term.

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

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ARTICLE 4. COORDINATION OF WORK

2.6 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:

(Name) (Title)

(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

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

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

4.3 Contract Officer.

The Contract Officer shall be [ or] such person as
may be designated by the City Manager. It shall be the Consultant’s responsibility to

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assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service.

Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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

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(a) General liability insurance . Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $5,000,000 per occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted. (b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $5,000,000 combined single limit for each accident.
(c) Professional liability (errors & omissions) insurance . Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $2,000,000 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 five (5) years after completion of the services required by this Agreement.
(d) Workers’ compensation insurance . Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein.
(f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. (b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants.

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

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

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5.3 Indemnification.

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

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

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ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

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

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific

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written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use.

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

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

However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

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ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California.

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

7.2 Disputes; Default.

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

7.3 Retention of Funds.

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

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant.

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

7.5 Rights and Remedies are Cumulative.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the

CA-17
terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any

CA-18
decision relating to the Agreement which affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their 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 services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

9.2 Interpretation.

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

CA-19

9.3 Counterparts.

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

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council.

The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

Consultant further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Consultant is aware of and understands that any such act(s),

CA-20
omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant’s Authorized Initials

9.7 Corporate Authority.

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

CA-21
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

CITY:

CITY OF BELL, a charter city
Ali Saleh, Mayor

Angela Bustamante, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

David J. Aleshire, City Attorney
CONSULTANT:

By:

Name:

Title:

By:

Name:

Title:

Address:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES SHALL BE DULY NOTARIZED, AND APPROPRIATE

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

CA-22
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.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2025 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

CA-23
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.

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On , 2025 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-1
EXHIBIT “A”
SCOPE Of SERVICES
I. Contractor will perform the following Services:

Scope of Services specified in the Request for Proposals for the Citywide Graffiti Abatement Services and Contractor proposal is dated .

II. Contractor must perform all Services in compliance with the following requirements:

A. Each task shall be indicated by a written request produced by the City with a description of the work to be performed, and the time desired for completion. All tasks shall be carried out in conformity with all provisions of this Agreement.

B. Contractor must prepare a written description of requested tasks including all components and subtasks; the costs to perform the task (“Task Project”); explain how the cost was determined; and as schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal.” C. City shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed.

D. The task shall be performed at a cost not to exceed the Task Budget.

E. Contractor shall complete the task and deliver all deliverables to the City by Task Completion Date.

III. In addition to the requirements of Section 6.2, during performance of the Services, Contractor will keep the City appraised of the status of performance by providing a monthly report.

IV. All work product 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.

B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. Section 4.6 entitled “Local Preference” is hereby added to read in its entirety as follows:

4.6 Local Preference
The City is an economically disadvantaged community with high unemployment and the City in awarding of contracts encourages the contractors to undertake their best efforts to hire locally. To that end, Contractor covenants it shall make its best efforts to cause all solicitations for full or part -time, new or replacement, employment relating to the services performed under this Agreement. Best efforts include having a local hiring program approved by the City (“Local Hire Program”) which requires regular reporting requirements necessary for evaluating the compliance with the Local Hire Program. In addition, the Contractor shall: (i) advertise in local newspapers regarding job opportunities, (ii) establish a point of contact to provide information about available job opportunities to the community, (iii) conduct outreach efforts to attract local hires, subcontractors and tradesmen, and (iv) coordinate local hire workshops with the City to educate potential local subcontractors and tradesmen about employment opportunities.”
II. Section 5.4, entitled “Performance Bond” is hereby deleted in its entirety.

III. Section 7.7, entitled "Liquidated Damages” is hereby amended in its entirety to read as follows:

7.7 Complaints: Liquidated Damages
(a) Complaints received by the City or through observation by the Contract Officer, regarding the Contractor’s performance will be transmitted to the Contractor’s office in writing, by telephone or facsimile, and handled by the Contractor. All complaints are to receive a follow-up response within twenty -four (24) hours following notification of the Contractor. A report of the Contractor’s investigation and the corrective action taken shall be made promptly by the Contractor to the Contractor Officer. Repeat complaints may be handled

B-2
by a joint visit to the site by a City Inspector and the Contractor. Complaints received directly by the Contractor shall be submitted in writing to the City on the day such complaints are received. Contractor shall maintain a log of complaints received and corrective actions implemented which shall be submitted to the City within ten (10) days following the end of the month. Repeat complaints of poor service quality of similar nature shall be handled in the manner prescribed below. These penalties are provided to provide an alternative to Agreement termination for minor performance failures by Contractor. Nothing herein shall waive the right of the City to terminate the Agreement for repeated or material violations of the performance standards.
(b) An initial complaint shall be handled in accordance with the subsection (a) of this Section. (c) When the Contract Officer determines that additional violations of a similar nature have occurred within any 180 calendar day period, a written complaint shall be filed with the Contractor by the City. The written complaint shall include a description of the complaint of the Contractor’s performance and warning that the next complaint will result in the assessment of liquidated damages in the amount of $100 per incident, provided that after the fourth incident in any 180 day period the penalty shall go to $500 per incident. (d) When the Contract Officer determines that a third violation similar in nature as the previous violation has occurred within 180 days of the material violation, a written complaint shall be filed with the Contractor by the City. The written complaint shall include a description of the compliant of the Contractor’s performance, and of the penalty therefore. The Contractor Officer and/or designee shall meet with the Contractor within five (5) working days and develop a written corrective action plan to prevent further occurrence of the problem. The corrective action plan shall be prepared by the Contractor within ten (10) working days after the meeting between the Contract Officer and/or designee and Contractor. The corrective action plan is subject to the approval of the Contract Officer. (e) If repeated violations continue, the City may provide notice of termination in accordance with Article 7.

C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION

CITYWIDE GRAFFITI ABATEMENT SERVICES
Please complete the form below, providing itemized costs for each service category. All costs must include labor, materials, equipment, administration, and any associated overhead.

Base Annual Services
Service Category Estimated
Frequency
Unit Cost ($) Annual Total ($)

1. Daily Patrol & Abatement –
Commercial Corridors
7 days/week × 52
weeks
$ $

2. Weekly Patrol – Residential Streets
& East River Wall
1 day/week × 52
weeks
$ $

3. Weekend Sweep – Key Corridors
& Walkways
1 weekend/week ×
52 weeks
$ $

4. On-Call Response – Reported
Graffiti
Est. 10 calls/week ×
52 weeks
$ $

5. Private Property Abatement Est. 3 cases/week ×
52 weeks
$ $

6. Graffiti Removal Materials Annual Lump Sum $ $

7. Digital Documentation & Weekly
Reporting
1 report/week × 52
weeks
$ $

8. Vehicle, Equipment, Fuel &
Maintenance
Annual Lump Sum $ $

9. Administrative/Management &
City Coordination
$ _____ /month × 12
months
$ $

TOTAL BASE ANNUAL COST

$
Optional Services (As-Needed)
Optional Service Estimated
Frequency or
Scope
Unit Cost ($) Estimated Cost ($)

10. Emergency Graffiti Removal Per call $ $

11. Special Event or Pre-Event Patrol
& Cleanup
Per event (flat
rate)
$ $

C-2

12. Mural/Vandalized Artwork
Cleaning
Per occurrence $ $

13. After-Hours or Holiday Response Per call $ $

14. Additional City-Requested
Patrol Areas
Per day $ $

15. Training or Community
Outreach Events
Per event/hour $ $
Bidder Information
Company Name:

Contact Name:

Title:

Phone:

Email:

Authorized Signature:

Date:

D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all Services in accordance with the procedures set forth in RFP scope of services.

II. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect for three (3) years from the date hereof (the “Term”).

The City Council may, in its sole absolute discretion, extend the Term by two (2) one -year extensions so long as funds have been appropriated for the Services under this Agreement.

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

N-1

NOTICE OF AWARD

TO: (CONTRACTOR) FOR GRAFFITI ABATEMENT:

Public Works Division

Your Bidder's Proposal dated , is accepted for the total contract price of $ .

You are required by the "SECTION IV REQUIRED POST RFP DOCUMENTS" to execute the documents specified within ten (10) days from the date of mailing this Notice. Please sign one copy of the Notice of Award upon receipt and return.

RECEIVED:

CONTRACTOR THE CITY OF BELL

By: By:

Kenneth Jones
Public Works Manager

(Title)

(Date) (Date)

N-2

NOTICE TO PROCEED

TO: (Contractor) DATE:

From: Kenneth Jones
Public Works Manager, City of Bell

Notice is hereby given that you are authorized and directed to proceed with the following project in accordance with the contract documents:

Citywide Graffiti Abatement Services
Public Works Department Services Division
These documents have been received and are on file with the City Clerk of the City of Bell:

DOCUMENT:

The Agreement Fully Executed ( )
Workers' Compensation Insurance Certificate ( )
Liability Insurance Policy or Certificate ( )
Insurance Forms ( )

The Contract Time shall commence on the date of issuance of the City’s written Notice to Proceed.

Work shall commence within five (5) calendar days from the date of this Notice to Proceed and is to be completed within . Annual work shall be completed within the time allocated based on the work to be performed.

Kenneth Jones
Public Works Manager

C-1
EXHIBIT “C ”

SCHEDULE OF COMPENSATION

CITYWIDE GRAFFITI ABATEMENT SERVICES

Base Annual Services
Service Category Estimated
F
requency
Unit Cost ($) Annual Total ($)

1. Daily Patrol & Abatement –
Com
mercial Corridors
7 days/week × 52
w
eeks
$__________ $__________________

2. Weekly Patrol – Residential Streets
& East River Wall
1 day/week × 52
w
eeks
$__________ $__________________

3. Weekend Sweep – Key Corridors
& Walkways
1 weekend/week ×
5 2 weeks
$__________ $__________________

4. On-Call Response – Reported
Graffiti
Est. 10 calls/week ×
5 2 weeks
$__________ $__________________

5. Private Property Abatement Est. 3 cases/week ×
5 2 weeks
$__________ $__________________

6. Graffiti Removal Materials Annual Lump Sum $__________ $__________________

7. Digital Documentation & Weekly
R
eporting
1 report/week × 52
w
eeks
$__________ $__________________

8. Vehicle, Equipment, Fuel &
Maint
enance
Annual Lump Sum $__________ $__________________

9. Administrative/Management &
Cit
y Coordination
$______/month × 12
m
onths
$__________ $__________________

TOTAL BASE ANNUAL COST
$__________________
Optional Services (As-Needed)
Optional Service Estimated
F
requency or
Scope
Unit Cost ($) Estimated Cost ($)

10. Emergency Graffiti Removal Per call $__________ $__________________

11. Special Event or Pre-Event Patrol
&
Cleanup
Per event (flat
r
ate)
$__________ $__________________
_leHse ComPlete the form :elowm Providing itemized Costs for eHCh serviCe CHtegoryt Ell Costs must inClude lH:orm mHteriHlsm equiPmentm HdministrHtionm Hnd Hny HssoCiHted overheHdt 1,050.00 54,600.00
150.00
150.00
7,800.00
7,800.00
450.00 23,400.00
150.00 7,800.00
1,500.00 18,000.00
150.00 7,800.00
1,500.00 18,000.00
18,000.001,500.001,500.00
163,200.00
150.00 150.00
150.00 150.00

C-2

12. Mural/Vandalized Artwork
Cle
aning
Per occurrence $__________ $__________________

13. After-Hours or Holiday Response Per call $__________ $__________________

14. Additional City-Requested
P
atrol Areas
Per day $__________ $__________________

15. Training or Community
Ou
treach Events
Per event/hour $__________ $__________________
Bidder Information
Company Name: ___________________________________________ Contact Name: ___________________________________________ Title: ___________________________________________
Phone: ___________________________________________
Email: ___________________________________________
Authorized Signature: ________________________________________ ___
Date: ___________________________________________
150.00 150.00
150.00 150.00
150.00 150.00
150.00 150.00
Vested Solutions Janitorial Services

VERNON WYLLIE-JAMES
Senior Project Manager
(877) 460-7729
[email protected]
05/24/2025

C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION

CITYWIDE GRAFFITI ABATEMENT SERVICES
Please complete the form below, providing itemized costs for each service category. All costs must include labor, materials, equipment, administration, and any associated overhead.

Base Annual Services
Service Category Estimated
Frequency
Unit Cost ($) Annual Total ($)

1. Daily Patrol & Abatement –
Commercial Corridors
7 days/week × 52
weeks
$__________ $__________________

2. Weekly Patrol – Residential Streets
& East River Wall
1 day/week × 52
weeks
$__________ $__________________

3. Weekend Sweep – Key Corridors
& Walkways
1 weekend/week ×
52 weeks
$__________ $__________________

4. On-Call Response – Reported
Graffiti
Est. 10 calls/week ×
52 weeks
$__________ $__________________

5. Private Property Abatement Est. 3 cases/week ×
52 weeks
$__________ $__________________

6. Graffiti Removal Materials Annual Lump Sum $__________ $__________________

7. Digital Documentation & Weekly
Reporting
1 report/week × 52
weeks
$__________ $__________________

8. Vehicle, Equipment, Fuel &
Maintenance
Annual Lump Sum $__________ $__________________

9. Administrative/Management &
City Coordination
$______/month × 12
months
$__________ $__________________

TOTAL BASE ANNUAL COST
Optional Services (As-Needed)
Optional Service Estimated
Frequency or
Scope
Unit Cost ($) Estimated Cost ($)

10. Emergency Graffiti Removal Per call $__________ $__________________

11. Special Event or Pre-Event Patrol
& Cleanup
Per event (flat
rate)
$__________ $__________________
554,700.25
$__________________
$610.00
222,040.00
295.00
15,340.00
320.00
16,640.00
115.00
59,800.00
185.00
28,860.00
44,000.00
185.00
9,620.00
64,000.00
7,900.02
94,400.25
n/a
n/a
$195.00
5,850.00
$195.00
5,850.00
375.00
3,750.00
Attachment 5

C-2

12. Mural/Vandalized Artwork
Cleaning
Per occurrence $__________ $__________________

13. After-Hours or Holiday Response Per call $__________ $__________________

14. Additional City-Requested
Patrol Areas
Per day $__________ $__________________

15. Training or Community
Outreach Events
Per event/hour $__________ $__________________
Bidder Information
Company Name: ___________________________________________ Contact Name: ___________________________________________ Title: ___________________________________________
Phone: ___________________________________________
Email: ___________________________________________
Authorized Signature: ___________________________________________ Date: ___________________________________________
Vivid-Accent Painting Co.

Bernardo Sanchez
President
831-419-1452
[email protected]
05/31/2025
325.00
6,500.00
285.00
8,550.00
400.00
12,000.00
200.00
4,000.00
* Open to negotiation with city official, if applicable

Attachment 4

C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION

CITYWIDE TREE TRIMMING MAINTANCE SERVICES
The following prices in the schedule of compensation is to remain fixed for the term of this Agreement. The following prices listed below must include the complete and total price for all tree trimming maintenance services.

Unit Description UoM Cost per Unit
General Pruning Per Tree $
Clearance Pruning Per Tree $
Aesthetic Pruning Per Tree $
Palm Tree Trimming Per Tree $
Palm Tree Skinning/Shaping Per Tree $
Tree and Stump Removal Per DBH Inch $
Tree Only Removal Per DBH Inch $
Stump Only Removal Per Diameter Inch $
Root Pruning Lineal Feet $
Tree Planting 15 Gallon w/o RootBarrier Per Tree $
Tree Planting 15 Gallon w/ RootBarrier Per Tree $
Tree Planting 24" Box w/o RootBarrier Per Tree $
Tree Planting 24" Box w/ RootBarrier Per Tree $
Tree Planting 36" Box w/o RootBarrier Per Tree $
Tree Planting 36" Box w/ RootBarrier Per Tree $
Crew Rental
(3 man crew including pickup, aerial lift,
chipper and chipper truck)
Per Crew Hour $
Crew Rental
(2 man crew including pickup, aerial lift,
chipper and chipper truck)
Per Crew Hour $
Crew Rental
(1 man crew)
Per Crew Hour $
Emergency Crew Rental
(3 man crew including pickup, aerial lift, chipper,
chipper truck, including all necessary equipment,
disposal fees, and zero material mark up)
Per Crew Hour $

C-2
Tree Inventory Per Tree Site $
Standard (Non-GPS) Tree inventory completed as work progresses. The foreman will record the tree site data and submit the information for processing along with bi-weekly billing. Within one (1) year.

Tree Inventory –
GPS Coordinate Based Data Per Tree Site $
Tree Inventory involving the collection of the tree inventory per RFP scope of services, using Global Positioning System (GPS) Coordinates.

Arborist Services (Report Writing) Per Hour $

C-1

EXHIBIT

SCHEDULE OF COMPENSATION

CITYWIDE TREE TRIMMING MAINTANCE SERVICES
The following prices in the schedule of compensation is to remain fixed for the term of this Agreement. The following prices listed below must include the complete and total price for all tree trimming maintenance services.

Unit Description UoM Cost per Unit
General Pruning Per Tree $
Clearance Pruning Per Tree $
Aesthetic Pruning Per Tree $
Palm Tree Trimming Per Tree $
Palm Tree Skinning/Shaping Per Tree $

Tree and Stump Removal Per DBH Inch $
Tree Only Removal Per DBH Inch $
Stump Only Removal Per Diameter Inch $
Root Pruning Lineal Feet $

Tree Planting 15 Gallon w/o RootBarrier Per Tree $
Tree Planting 15 Gallon w/ RootBarrier Per Tree $
Tree Planting 24" Box w/o RootBarrier Per Tree $
Tree Planting 24" Box w/ RootBarrier Per Tree $
Tree Planting 36" Box w/o RootBarrier Per Tree $
Tree Planting 36" Box w/ RootBarrier Per Tree $

Crew Rental
(3 man crew including pickup, aerial lift,
chipper and chipper truck)

Per Crew Hour

$
Crew Rental
(2 man crew including pickup, aerial lift,
chipper and chipper truck)

Per Crew Hour

$
Crew Rental
(1 man crew)
Per Crew Hour $
Emergency Crew Rental
(3 man crew including pickup, aerial lift, chipper,
chipper truck, including all necessary equipment,
disposal fees, and zero material mark up)

Per Crew Hour

$

88.00 67.00
264.00
150.00
200.00

53.00 40.00

28.00 35.00
235.00
255.00
500.00
525.00
1,200.00
1,250.00
330.00
230.00
120.00
405.00

C-2
Tree Inventory Per Tree Site $
Standard (Non-GPS) Tree inventory completed as work progresses. The foreman will record the tree site data and submit the information for processing along with bi-weekly billing. Within one (1) year.

Tree Inventory
GPS Coordinate Based Data Per Tree Site $
Tree Inventory involving the collection of the tree inventory per RFP scope of services, using Global Positioning System (GPS) Coordinates.

Arborist Services (Report Writing) Per Hour $

0.00 0.00
150.00

C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION

CITYWIDE TREE TRIMMING MAINTANCE SERVICES
The following prices in the schedule of compensation is to remain fixed for the term of this Agreement. The following prices listed below must include the complete and total price for all tree trimming maintenance services.

Unit Description UoM Cost per Unit
General Pruning Per Tree $
Clearance Pruning Per Tree $
Aesthetic Pruning Per Tree $
Palm Tree Trimming Per Tree $
Palm Tree Skinning/Shaping Per Tree $
Tree and Stump Removal Per DBH Inch $
Tree Only Removal Per DBH Inch $
Stump Only Removal Per Diameter Inch $
Root Pruning Lineal Feet $
Tree Planting 15 Gallon w/o RootBarrier Per Tree $
Tree Planting 15 Gallon w/ RootBarrier Per Tree $
Tree Planting 24" Box w/o RootBarrier Per Tree $
Tree Planting 24" Box w/ RootBarrier Per Tree $
Tree Planting 36" Box w/o RootBarrier Per Tree $
Tree Planting 36" Box w/ RootBarrier Per Tree $
Crew Rental
(3 man crew including pickup, aerial lift,
chipper and chipper truck)
Per Crew Hour $
Crew Rental
(2 man crew including pickup, aerial lift,
chipper and chipper truck)
Per Crew Hour $
Crew Rental
(1 man crew)
Per Crew Hour $
Emergency Crew Rental
(3 man crew including pickup, aerial lift, chipper,
chipper truck, including all necessary equipment,
disposal fees, and zero material mark up)
Per Crew Hour $

71.00 66.00

96.00 75.00
160.00

41.00 31.00

17.50 20.00
175.00
200.00
375.00
400.00
850.00
900.00
282.00
188.00

94.00 330.00

C-2
Tree Inventory Per Tree Site $
Standard (Non-GPS) Tree inventory completed as work progresses. The foreman will record the tree site data and submit the information for processing along with bi-weekly billing. Within one (1) year.

Tree Inventory –
GPS Coordinate Based Data Per Tree Site $
Tree Inventory involving the collection of the tree inventory per RFP scope of services, using Global Positioning System (GPS) Coordinates.

Arborist Services (Report Writing) Per Hour $

0.00 2.50
150.00

BID PW25-001
SPC25-07 CA-1
01135.0006 2012758.2

AGREEMENT

FOR PUBLIC WORKS SERVICES BETWEEN
THE CITY OF BELL AND SEQUEL CONTRACTORS, INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this day of , 2025, by and between the City of Bell, a California charter city ("City") and Sequel Contractors, 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 services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

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

D. The Parties desire to formalize the selection of 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” h ereunder. 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

BID PW25-001
SPC25-07 CA-2
01135.0006 2012758.2
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 “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 STREET IMPROVEMENTS ON VARIOUS STREETS FY 202 4- 2025, 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 t erms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor 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 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 re gulations established by t he 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 r ates 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

BID PW25-001
SPC25-07 CA-3
01135.0006 2012758.2
($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 Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions 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 available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contr actor 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. Contr actor 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 wo rker 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.”

BID PW25-001
SPC25-07 CA-4
01135.0006 2012758.2
Contractor’s Authorized Initials
Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such sub contractor’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. Contractor shall be required to take all actions n ecessary 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 p eriodic 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 l icenses, 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 this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such f ees, as sessments, taxes, pe nalties or interest levied, assessed or imposed against City hereunder.

1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated 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 follow ing 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 d ifferent 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.

BID PW25-001
SPC25-07 CA-5
01135.0006 2012758.2
(d) In the event that a dispute arises between City and Contractor whether the conditions materially dif fer, 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.
(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 storage facilities, during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, d ocuments, 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 n egligence. 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.
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 work 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 removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor.