Agenda packet — Bell Gardens City Council, September 22, 2025 (part 3 of 4)

ARTICLE III

PROPERTY CONDITION AND CITY ACCESS

3.1 Access to Property. City may investigate economic, financial, and accounting matters relating to or affecting the Property or its value, and conduct inspections, tests, and studies with respect to the physical and environmental condition of the Property. City will indemnify, defend with counsel reasonably acceptable to Owner, and hold Owner harmless from all claims (including claims of lien for work or labor performed or materials or supplies furnished), demands, liabilities, losses, damages, costs, fees, and expenses, including Owner's reasonable attorney fees, costs, and expenses, arising from the acts or activities of City or City's agents, employees, contractors, invitees, tenants, guests and their respective successors and assigns in, on, or about the Easements during or arising in connection with City's inspection of the Easements or in connection with City's activities listed in Section 1.2 and 1.3, above. City will be granted reasonable access at all times subject to the terms of Easement Deeds.

3.2. Assumption of Risk. Subject to the other provisions of this Agreement, City agrees that it assumes the risk that an adverse condition of the Easements may not have been revealed or detected by City inspection. Owner will have no obligation to repair, correct, or compensate City for any condition of the Easements, including defects, noncompliance with applicable laws and regulations, including without limitation zoning laws, building codes, and the Americans with Disabilities Act, and subsurface environmental conditions whether or not such condition of the Property would have been disclosed by City's inspection.

ARTICLE IV

OWNER'S PRECLOSING COVENANTS

4.1 No Amendments or Agreements. On or after the Effective Date, Owner will not enter into any lease or other agreement of any type affecting the Easements without City's prior written consent. City may not unreasonably withhold its consent under this Section 4.1.

4.2 Insurance. While the Easements remain in effect, including through any extension, Owner must maintain or cause to be maintained in full force and effect comprehensive general liability casualty and other insurance on the Property in an amount equal to the full replacement cost of the landscaping, parking spaces, and other improvements, excluding utilities and City -owned and maintained property, within the Easements.

4.3 Maintenance and Operation. Owner, at its sole cost and expense, will cause the Property to be operated and maintained in substantially the same manner as has been the case before the Effective Date and must maintain and keep the Property such that the Property is in at least as good condition and repair as on the Effective Date, reasonable wear and tear excepted. Owner may not authorize or make any material alterations to the Property that would impact the Easements or the City's use thereto without City's prior written consent.

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4.4 Notification. Owner will promptly notify City of any material change in any condition with respect to the Property or of any material event or circumstance that makes any representation or warranty of Owner under this Agreement untrue or misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Owner's Representations and Warranties. Owner hereby represents and warrants that each of the following is true as of the Effective Date and the Recording Date:

5.1.1. Organization; Authority. This Agreement and the performance of Owner's obligations under it and all documents executed by Owner that are to be delivered to City will be duly authorized by the member(s) or manager of the LLC and are, or will be, legal, valid, and binding obligations of Owner, and do not violate any provision of any agreement or judicial order to which Owner is a party or to which Owner or the Easements are subject. No consent of any partner, member, shareholder, creditor, investor, judicial or administrative body, government agency, or other party is required for Owner to enter into or to perform Owner's obligations under this Agreement, except as has already been obtained. Owner is a California limited liability company, validly existing, and in good standing under the laws of the State of California and is qualified to do business in the State of California.

5.1.2. No Violation of Law. To Owner's knowledge, Owner has received no written notice from any public agency or regulatory authority of any current or outstanding violation of any federal, state, county, or municipal law, ordinance, order, regulation, or requirement affecting the Property.

5.1.3. Litigation. To Owner's knowledge, Owner has not received any written notice of any existing or threatened litigation or proceeding involving the Easements.

5.1.4. No Condemnation. To Owner's knowledge, Owner has received no written notice of any presently pending or contemplated special assessments or proceedings to condemn or demolish the Property or any part of it, or any proceedings to declare the Property or any part of it a nuisance.

5.1.5. Hazardous Wastes. To Owner's knowledge, Owner has received no written notice of any Hazardous Materials located on, under, or about the Property.

5.1.6. Liens. Owner represents and warrants that there are no personal property liens of record on file with the Secretary of State of California, other than those that will be discharged before the Recording Date, and that there are no federal or state tax liens of record against the Property and on file with the respective agencies as of the Recording Date. Any liens on record shall be the Owner's responsibility alone. Owner shall not seek reimbursement from City for existing or future liens or taxes on the Property.

5.1.7. Taxes for Possessory Interest. Owner recognizes and understands that this Agreement may create a possessory interest subject to property taxation levied on

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such interest. Parties understand and agree that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Property or upon fixtures, equipment, or other property installed or constructed thereon, will be the full and sole responsibility of Owner, and Owner will cause said taxes and assessments to be paid promptly, prior to delinquency.

5.1.8. Utilities for Possessory Interest. Owner agrees to pay promptly, prior to delinquency, all bills for telephone, internet, water, sewer, and electricity, and any and all utility or other services provided in Owner's name, during the period of City's possession, without liability to the City.

5.2 City's Representations and Warranties. Despite anything to the contrary in this Agreement, City hereby warrants and represents that each of the following is true as of the Effective Date:

5.2.1. Due Authorization. This Agreement and the performance of City's obligations under it and all the documents executed by City that are to be delivered to Owner will be duly authorized, executed, and delivered by City and are, or will be, legal, valid, and binding obligations of City as authorized by the City Council, and do not violate any provisions of any agreement or judicial order to which City is a party or to which City or the Property is subject. No consent of any creditor, investor, judicial or administrative body, government agency, or other party is required for City to enter into or to perform City's obligations under this Agreement, except as has already been obtained. City is a municipal corporation.

5.2.2. Insurance. While the Easements remain in effect, including through any extension, City shall maintain or cause to be maintained in full force and effect comprehensive general liability casualty and other insurance on the Easements in an amount equal to the full replacement cost of the landscaping, parking spaces, and other improvements, excluding utilities and City -owned and maintained property, within the Easements.

5.2.3. City's Obligations. City shall not commit, or suffer to be committed, any waste in, on, or about the Easements. City shall bear all costs and responsibility for maintenance of the Easements while the City has exclusive possession of the same. City shall maintain the Easements in a clean, safe, and sanitary condition at all times during the City's possession.

5.2.4. Alterations and Additions. City shall not make any alterations, additions, or improvements to the Temporary Construction Easement area without the prior written approval of Owner. City agrees to indemnify and hold Owner and the Property free and harmless from any and all liabilities, claims, liens, encumbrances, and judgments created or suffered in connection with labor, services or materials furnished in connection with any alterations or additions which City causes to be made to the Easements. The City, in its sole discretion, shall decide whether to make any additions, improvements, removals or any other alterations to the Permanent Street Easement. Should the City decide to make any significant changes to the Easements, City will give Owner notice of any proposed changes within a reasonable amount of time and use good faith efforts to allow Owner to remain in quiet possession of the Property so long as it is feasible to do so.

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5.2.5. Easement Surrender at End of Term. Within three (3) days of termination of the Temporary Construction Easement, City shall remove all persons, equipment, materials, temporary facilities, trash, and debris from the Easement area. All such removal shall be accomplished in a good workmanlike manner so as not to damage any part of the Property.

5.2.6. Compliance with Laws. City shall at all times observe and comply with all laws, ordinances, codes, and regulations now in effect or subsequently imposed whether federal, state, or local.

5.3 Effect of Representations and Warranties. Each representation and warranty in this Article 5: (a) is material and being relied on by the party to which the representation and warranty is made; (b) is true in all respects as of the Effective Date; (c) must be true in all respects on the Recording Date; and (d) will survive the Recording, except as otherwise provided in this Agreement.

ARTICLE VI

CLOSING CONDITIONS

6.1 City's Closing Conditions. All obligations of City under this Agreement are subject to the fulfillment, before or at the Closing, of each of the following conditions (City's Closing Conditions). City's Closing Conditions are solely for City's benefit and any or all of City's Closing Conditions may be waived in writing by City in whole or in part without prior notice.

6.1.1. Physical Condition. The physical condition and availability of the Easements on the Property must be substantially the same on the Recording Date as on the Effective Date, reasonable wear and tear excepted.

6.1.2. Adverse Actions. There will exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings, pending or threatened, against Owner or regarding the Property that would materially and adversely affect Owner's ability to perform its obligations under this Agreement or City's title to the Property, and there will exist no pending or threatened action, suit, or proceeding regarding the Owner before or by any court or administrative agency that seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transactions contemplated by this Agreement.

6.1.3. Hazardous Material. No Hazardous Materials will have been discovered on the Property after the Recording Date that were not previously disclosed to City or discovered by City before the Recording Date.

6.1.4. No Material Changes. Between the Effective Date and the Recording Date, no event will have occurred nor will any condition have arisen that materially and adversely affects all or any part of the Easements or the Property or their current or prospective operation, use, value, income, expenses, or occupancy.

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6.1.5. Consents. All necessary agreements and consents of all parties to consummate the transaction contemplated by this Agreement will have been obtained and furnished by Owner to City.

6.2. Owner's Closing Conditions. Owner's obligation to sell the Easements is expressly conditioned on the fulfillment of each condition precedent at or before the Closing (Owner's Closing Conditions). Owner's Closing Conditions are solely for Owner's benefit and any of Owner's Closing Conditions may be waived in writing by Owner in whole or in part without prior notice.

6.2.1. Purchase Price. City must have deposited the Purchase Price in Owner's chosen account.

6.2.2. Delivery of Closing Documents and Funds. Owner must have delivered to City the executed and notarized Easement Deeds.

6.3. Termination for Failure of a Condition. If City's Closing Conditions or Owner's Closing Conditions, as the case may be, have not been previously approved or waived, this Agreement may be terminated by the party in whose favor the Closing Condition runs by written notice to the other. If this Agreement is so terminated, the parties will have no further obligation or liability under this Agreement, except as provided in Article IX and this Section

6.3. Any funds provided to Owner shall be returned to the City.

ARTICLE VII

CLOSING

7.1 Closing Definitions.

7.1.1. Definition. The "Closing" means the exchange of money and documents as described in this Article VII and will be deemed to have occurred when Owner's Easement Deeds to City have been recorded, and City has delivered the Purchase Price in immediately available funds to Owner.

7.1.2. Closing Date. Owner and City agree that the Closing will occur on the "Closing Date." The Closing Date will also be the "Recording Date," defined in Section 1.4, and will be a date mutually agreeable to City and Owner that is no later than thirty (30) days after the Effective Date. If the Easements are not recorded within the later of thirty (30) days after the Effective Date or , 2025 for any reason then subject to Section

6.3, either party may elect to terminate this Agreement, any payment will be returned to City, and neither party will have any further obligation to the other except on account of any breach of this Agreement. The Closing will be at Bell Gardens City Hall or such other place as the parties may agree.

T2 Owner's Deposit of Documents. Owner must provide the City with the following documents duly executed and notarized by Owner in form and substance reasonably satisfactory to City:

7.2.1. Easement Deeds. The duly executed and acknowledged Easement Deeds conveying the Easements to City; and

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7.2.2. Owner's Proof of Power and Authority. Such proof of Owner's authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of Owner to act for and bind Owner, as may reasonably be required by City; and

7.2.3. Additional Documents. Such additional documents, as may be necessary or desirable to convey the Easements in accordance with this Agreement.

7.3 City's Deposit of Documents and Funds. City will provide the Owner with the following funds and documents duly executed by City in form and substance reasonably satisfactory to Owner:

7.3.1. Purchase Price. The Purchase Price in accordance with Article I I, plus or minus applicable prorations;

7.3.2. City's Proof of Power and Authority. Such proof of City's authority and authorization to enter into and perform under this Agreement, and such proof of power and authority of the individuals executing or delivering any instruments, documents, or certificates on behalf of City to act for and bind City, as may reasonably be required by Owner; and

7.3.3. Conveyance Documents. Such documents, as may be necessary or desirable for conveyance of the Easements in accordance with this Agreement.

7.4 Closing. When the Owner receives all documents and funds identified in Sections 7.3 and Section 7.4, then, and only then, the City will close by:

7.4.1. Recording the Easement Deeds.

7.5 Closing Costs. Closing costs will be allocated as follows:

7.5.1. City will pay the cost of recording the Deed.

7.6 Possession. Owner will deliver right of possession of the Easements to City on the Closing Date.

ARTICLE VIII

RISK OF LOSS

8.1 Condemnation. If before the Closing Date any action or proceeding is commenced for the condemnation or exercise of the rights of eminent domain of the Property or any portion of it, or if Owner is notified by the duly authorized officer of a duly empowered condemning authority of the intent to commence such action or proceeding ("Condemnation") and if such Condemnation would materially and adversely affect the use or operation of the Easements or reduce or eliminate access to the Easements, then City may either (a) terminate this Agreement, or (b) modify this Agreement with the consent of the Owner.

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8.2 Damage and Destruction. If before the Closing Date any damage or destruction of the Property affecting the Easements, or any portion of it, will have occurred that results in an Uninsured Loss of FIVE THOUSAND DOLLARS ($5,000) or less, then at the Closing, Owner must assign to City the right to collect any Insurance Proceeds with respect to such loss and give City a credit against the Purchase Price in the amount of such Uninsured Loss. If such damage or destruction results in an Uninsured Loss of more than FIVE THOUSAND DOLLARS ($5,000), then within five (5) days after determination of the amount of the Insurance Proceeds Owner must elect either (a) to give City a credit for the entire amount of such Uninsured Loss or assign to City the right to collect any Insurance Proceeds with respect to such loss, or (b) to terminate this Agreement. Despite any such damage or destruction, the Purchase Price for the Property will not be reduced except by the credit alternative referred to above. For purposes of this Section 8.2, Uninsured Loss is the difference between (i) the sum of the actual cost necessary for the Owner to fully repair such damage and destruction, as determined by a qualified insurance adjuster selected by the insurance carrier providing insurance for the Property, and (ii) the total amount of Insurance Proceeds, which are the proceeds from any and all insurance with respect to the Property and/or to such loss, including without limitation fire and casualty and liability insurance. Uninsured Losses may arise because of self-insurance, deductible amounts under policies, proceeds of policies insufficient to cover the loss, risks not insured for, or otherwise. If any damage to or destruction of the Property occurs, the Closing Date will be extended until the amount of the Insurance Proceeds is determined and Owner has made any election permitted under this Section 8.2.

ARTICLE IX

REMEDIES FOR DEFAULT

9.1 City's Default. City will be deemed to be in default under this Agreement (1) if City fails, for any reason other than Owner's default under this Agreement or the failure of a condition precedent to City's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or (2) if a material breach of any representation or warranty (made by City) has occurred by reason of City's actual fraud or intentional misrepresentation; provided, however, that no such default will be deemed to have occurred unless and until Owner has given City written notice of this Agreement, describing the nature of the default, and City has failed to cure such default within five (5) days after the receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing).

9.2 Remedies For City's Default. The remedy for City's default shall only be cancellation of this Agreement.

9.3 Owner's Default. Owner will be deemed to be in default under this Agreement (1) if Owner fails, for any reason other than City's default under this Agreement or the failure of a condition precedent to Owner's obligation to perform under this Agreement, to meet, comply with, or perform any covenant, agreement, or obligation required on its part within the time limits and in the manner required in this Agreement, or (2) if a material breach of any representation or warranty (made by Owner) has occurred because of Owner's actual

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fraud or intentional misrepresentation; provided, however, that no such default will be deemed to have occurred unless and until City has given Owner written notice of the default, describing its nature, and Owner has failed to cure such default within five (5) days after receipt of such notice (but in any event before the Closing Date, unless such default occurs after Closing).

9.4 Remedies for Owner's Default. If Owner defaults in its obligations under this Agreement to sell the Property to City on the Closing Date through no fault of City, then City at its option may have the right to specific performance of this Agreement or the right to recover the Deposit and all of its general and specific damages. If, after the Closing Date, City determines that Owner has breached any representation or warranty set forth in Article V, then City will have the right to bring an action for general and specific damages to City.

ARTICLE X

GENERAL

10.1 Notices. Any notices relating to this Agreement must be given in writing and will be deemed sufficiently given and served for all purposes when delivered personally, by generally recognized overnight courier service, by facsimile (provided that sender retains a printed confirmation of delivery to the facsimile number provided below), or three (3) days after deposit in the United States mail certified or registered, return receipt requested, with postage prepaid, addressed as follows:

CITY: City of Bell Gardens
City Hall
7100 Garfield Ave.

Bell Gardens, CA 90201
Attn: City Manager
OWNER: Levine, Zittrer and Schumer, LLC
Either party may change its address by written notice to the other given in the manner set forth above.

10.2 Entire Agreement. This Agreement and all exhibits referred to in this Agreement constitute the complete, exclusive, and final statement of the terms of the Agreement with respect to the sole property between City and Owner and may not be contradicted by evidence of any prior or contemporaneous agreement. This Agreement specifically supersedes any prior written or oral agreements between the parties. The language in all parts of this Agreement will be construed as a whole in accordance with its fair meaning and without regard to California Civil Code §1654 or similar statutes. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.

10.3 Amendments and Waivers. No addition to or modification of this Agreement will be effective unless it is made in writing and signed by the party against whom the

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addition or modification is sought to be enforced. The party benefited by any condition or obligation may waive the same, but such waiver will not be enforceable by another party unless it is made in writing and signed by the waiving party.

10.4 Invalidity of Provision. If any provision of this Agreement as applied to either party or to any circumstance is adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, this fact will in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole.

10.5 No Merger. This Agreement, each provision of it, and all warranties and representations in this Agreement will survive the Closing and will not merge in any instrument conveying title to City. All representations, warranties, agreements, and obligations of the parties will, despite any investigation made by any party to this Agreement, survive Closing, and the same will inure to the benefit of and be binding on the parties' respective successors and assigns.

10.6 References. Unless otherwise indicated, (a) all article and section references are to the articles and sections of this Agreement, and (b) except where otherwise stated, all references to days are to calendar days. Whenever under the terms of this Agreement the time for performance of a covenant or condition falls on a Saturday, Sunday, or California state holiday, such time for performance will be extended to the next business day. "Business Days" means days other than Saturday, Sunday, and California state holidays. The headings used in this Agreement are provided for convenience only and this Agreement will be interpreted without reference to any headings. The date of this Agreement is for reference purposes only and is not necessarily the date on which it was entered into.

10.7 Governing Law. This Agreement will be governed by the laws of the State of California applicable to contracts made by residents of the State of California and to be performed in California. The proper venue for any action arising out of or relating to this Agreement will be the Superior Court of California in Los Angeles County.

10.8 Time. Time is of the essence in the performance of the parties' respective obligations under this Agreement.

10.9 Attorney Fees. In the event of any action or proceeding to enforce a term or condition of this Agreement, any alleged disputes, breaches, defaults, or misrepresentations in connection with any provision of this Agreement or any action or proceeding in any way arising from this Agreement, the prevailing party in such action, or the nondismissing party when the dismissal occurs other than by a settlement, will be entitled to recover its reasonable costs and expenses, including without limitation reasonable attorney fees and costs of defense paid or incurred in good faith. The "prevailing party," for purposes of this Agreement, will be deemed to be that party who obtains substantially the result sought, whether by settlement, dismissal, or judgment.

10.10 Assignment. This Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective successors and assigns. City will have the right to assign all or any portion of its interest in this Agreement, provided that City gives

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thirty (30) days written notice of such assignment to Owner.

10.11 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any party to this Agreement or give any third person any right of subrogation or action over against any party to this Agreement.

10.12 Remedies Cumulative. The remedies set forth in this Agreement are cumulative and not exclusive to any other legal or equitable remedy available to a party.

10.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

10.14 Interpretation. Throughout this Agreement, (a) the plural and singular numbers will each be considered to include the other; (b) the masculine, feminine, and neuter genders will each be considered to include the others; (c) "shall," "will," "must," "agrees," and "covenants" are each mandatory; (d) "may" is permissive; (e) "or" is not exclusive; and (f) "includes" and "including" are not limiting. (SIGNATURES ON NEXT PAGE)

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, as evidenced by the signature of the individuals whose names appear below.

This Agreement shall have no force or effect unless it has been fully executed by the parties and such full execution has occurred following approval by the City Council.

Date:

OWNER
By
CITY
By:

Michael B. O'Kelly,
City Manager

APPROVED AS TO FORM
Stephanie Vasquez, City Attorney

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EXHIBIT "A"
Legal Description of Property

ALL THAT CERTAIN REAL PROPERTY SITUATED IN THE CITY OF BELL GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

THAT PORTION OF LOT 3 OF THE I. HEYMAN TRACT, IN THE RANCHO SAN ANTONIO, IN

THE CITY OF BELL GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7, PAGE 249 OF DEEDS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF SAID LOT 3, WITH THE

CURVED WESTERLY LINE OF GARFIELD AVENUE, AS SAID GARFIELD AVENUE IS DESCRIBED IN PARCEL 16-7 (PARCEL A) IN THE CONDEMNATION ACTION IN THE SUPERIOR COURT LOS ANGELES COUNTY, CASE NO. 611919, A CERTIFIED COPY OF THE DECREE BEING RECORDED AUGUST 7, 1953 AS INSTRUMENT NO. 3827, IN BOOK 42412, PAGE 205 OF OFFICIAL RECORDS OF SAID COUNTY, SAID INTERSECTION ALSO BEING A POINT IN THE SOUTHERLY LINE OF LOT 3, BLOCK 3 OF TRACT NO. 11116, AS PER MAP RECORDED IN BOOK 196, PAGES 4 AND 5 OF MAPS, IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY, A RADIAL LINE OF SAID CURVE TO SAID INTERSECTION BEARS SOUTH 43° 57' 18" EAST; THENCE ALONG SAID PARCEL 16-7 (PARCEL A),

SOUTHERLY ALONG SAID CURVE BEING CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 1950.00 FEET THROUGH A CENTRAL ANGLE OF 3° 59' 57" AN ARC DISTANCE OF 136.11 FEET, TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE 1° 27' 36" AN ARC DISTANCE OF 49.69 FEET TO THE SOUTHWESTERLY TERMINUS OF SAID CURVE; THENCE CONTINUING ALONG SAID PARCEL 16-7 (PARCEL A) SOUTH 51° 30' 15" WEST, 203.50 FEET TO THE EASTERLY COMER OF THE LAND DESCRIBED IN PARCEL 16-7 (PARCEL B), AS DESCRIBED IN SAID CONDEMNATION ACTION; THENCE ALONG THE NORTHEASTERLY LINE OF THE LAND DESCRIBED IN SAID PARCEL 16-7 (PARCEL B) NORTH 62° 09' 58" WEST 28.33 FEET TO THE MOST NORTHERLY COMER OF SAID PARCEL 16-7 (PARCEL B), AND BEING IN THE

EASTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE CONDEMNATION ACTION IN THE SUPERIOR COURT, LOS ANGELES COUNTY, CASE NO. 408946, A CERTIFIED COPY OF THE DECREE BEING RECORDED SEPTEMBER 15, 1937, IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID EASTERN AVENUE, NORTH 4° 42' 57" EAST, 160.66 FEET TO A LINE WHICH BEARS NORTH 85° 50' 11" WEST FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 85° 50' 11" EAST 210.17 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPTING AND RESERVING ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPT OF 500 FEET WITHOUT THE

RIGHT OF SURFACE ENTRY, AS EXCEPTED AND RESERVED BY ATLANTIC RICHFIELD

COMPANY (FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO

RICHFIELD OIL CORPORATION), A CORPORATION ORGANIZED UNDER THE LAWS OF THE STATE OF PENNSYLVANIA, IN DEED RECORDED OCTOBER 8, 1971 AS INSTRUMENT NO. 3847, IN BOOK D-5219, PAGE 97, OFFICIAL RECORDS.

Assessor's Parcel Number: 6230-001-012

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EXHIBIT "B"
Depiction of Permanent Street Easement Area
Li
Ii62.0V5 '" '
32,20'
LEGEND
APM 6230-001-011
6230-001-012
585"10'2541

51.55'
Toe
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p®
648 S.F.
001 AC±

ABBREVIATION
f L. ENTReiN

3.'". 50,!JAR FEE"

FOC POW(' OF COMMENCEMENT
17 008 TRUE v.."V l d4sR a OF RE -GINNING
@ iEOC AToP"1oN 1 kRE14: ±84•,hw.
— — — — AFFECTED
MYY

DAVID EVANS
AM AE OCIATESINC.
4141 E. Nand E *Yre 25
On fln .a is 31754
?Vale: 30SA51.5Th
EXHIBIT ®®B"

LOS ANGELES

FELL GARDENS
RDV
ELEI-D 8
E1 milca

EXHIBIT
RD
62313 -1301 -El 12

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EXHIBIT "C"
Legal Description of Permanent Street Easement
All that certain real property situated in the City of Bell Gardens, County of Los Angeles, State of California, located within a portion of Lot 3 of the I. Heyman Tract of the Rancho San Antonio as per map recorded in Book 7, Page 249 of Deeds, said real property also described for entry sign purposes in Easement Deed recorded February 14, 1992 as Instrument No. 92-252491, in the Office of the Recorder of said County, described as follows:

32.20 feet (28.33 feet record) t3 the most northerly corner of said Parcel 16.7 (Parcel B) and being on the easterly right of way line of Eastern Avenue, as described in the Condemnation Action in the Superior Court, Los Angeles County, Case No. 408946, a certified copy of the decree being recorded September 15, 1937 in Book 15179, Page 171 of Official Records of said County;
Thence along said easterly right of way line of Eastern Avenue, North 4°09'49" East (North 4°42'57" East record), 8.00 feet;
Thence leaving said easterly right of way line of Eastern Avenue, South 85°10'25" East,

51.55 feet to the TRUE POINT OF BEGINNING.

Containing an area et 648 square feet or 0.015 acres, more or less.

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EXHIBIT "0"
Depiction of Temporary Construction Easement
et DD dig ati
hibit\S/—EP1—01—E
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Z &l.'
Lail
�' ,.

VI 0
Art
IAA
N0C09'46"E
101.00'
8n ON'
h182`LO "58'"'
N8510'25"W
5"

51.581

ABBREVIAPON

C/ CENTER, WE
{FHB) RADA( REARING
S.F. SQUARE FEET

F C PONT OF COMMENCEMENT
TPOR TRUE Ea"NT OF BEGINNING'
APH 6260-001-011
APH 6230-00 —1112
S8510'25"E
,.e., 62.27
3015"W
1 .58'.

E I Tl I - E- E:E'T
E I T I i.

LEGEND
1 1 TEE AREA t 570 S:F..
— — — — AFFECTED WT
ER T D. VAS C E ,F .. 3170
DATE PREPARED' 5/77/202

BELL GARDENS

DAVI Q EVANS
Arm ASSOCIATES INC.
441 E. Wand Eire H.... Suite 250
Phone: 9:G.481.57W
.. IBIT' B"

LOS ANGELES
EL

DCHIBIT
East
DRAM
1 W17121322:

U30-001 -012

Page 302 of 591 ends

EXHIBIT "E"
Legal Description of Temporary Construction Easement
All that certain real property situated in the City of Bell Gardens, County of Los Angeles, State of California, located within a portion of Lot 3 of the I. Heyman Tract of the Rancho San Antonio as per map recorded in Book 7, Page 249 of Deeds, said real property also described for entry sign purposes in Easement Deed recorded February 14, 1992 as Instrument No. 92-252491, in the Office of the Recorder of said County, described as follows:

COMMENCING at the point of intersection of the northerly boundary line of said Lot 3 and the westerly right of way line of Garfield Avenue, as said Garfield Avenue is described in Parcel 16-7 (Parcel A) in the Condemnation Action in the Superior Court of Los Angeles County Case No. 611919, a certified copy of the decree being recorded August 7, 1953 as Instrument No. 3827 in Book 42412, Page 205 of Official Records of said County, said point also being a point on the southerly line of Lot 3, Block 3 of Tract No. 11116, as per map recorded in Book 196, Pages 4 and 5 of maps, in the Office of the County Recorder of said County, said point being on a curve, concave northwesterly, having a radius of 1950.00 feet, a radial to said point South 43°57'18" East;
Thence southerly along said Parcel 16-7 (Parcel A) line, and said curve, a distance of 185.79 feet, through a central angle of 5°27'32" (15°17'18" record); Thence continuing along said Parcel 16-7 (Parcel A) line, South 51°30'15" West, 173.50 feet to the northeasterly corner of that parcel of land described in a deed to the City of Bell Gardens, recorded on February 14, 1992 as Instrument No. 92-252491, Official Records of said county, being also the TRUE POINT OF BEGINNING;
Thence leaving said Parcel 16-7 (Parcel A) line, and along the northerly line of said parcel of land, North 85°10'25" West, 51.55 feet to the easterly corner of said parcel, being also a point on the southeasterly right of way line of Eastern Avenue (50 foot half -width); Thence leaving said parcel of land, and continuing along said right of way line, North 04°09'49" East 10.00 feet to the intersection with a line being parallel with and 10.00 feet north of the northerly line of said parcel of land;
Then leaving said right of way line of Eastern Avenue, and along said parallel line, South 85°10'25" East, 62.27 feet to said aforementioned Parcel 16.7 (Parcel A) line; Thence along said Parcel 16.7 (Parcel A) line, South 51°30'15" West a distance of 14.58 feet to the TRUE POINT OF BEGINNING.

Containing an area of 570 square feet or 0.013 acres, more or less.

All as shown on Exhibit "B" attached herewith and made a part hereof.

Page 303 of 591 ends

EXHIBIT "F"
Depiction of Easements

PROJECT ELOCATION
LEGEND:
r
NOTE:

L',. C.:¢ .T..":^',3:PALM fl4ie ENE TED,
CITY OF BELL GARDENS - EASEMENT MAP:

GARFIELD AVENUE AND EASTERN AVENUE
Alto ENGINER
SOSNIKD0I NU.

Page 304 of 591 ends

EXHIBIT "G"

RECORDING REQUESTED

BY AND WHEN RECORDED
MAIL TO:

City of Bell Gardens
City Hall
7100 Garfield Ave.

Bell Gardens, California 90201
Attn: Michael B. O'Kelly,
City Manager
(Space Above This Line Reserved for Recorder's Use)
Portion(s) APN: 6230-001-012 THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO GOV. CODE, § 27383.

THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY
TRANSFER TAX PURSUANT TO REV. & TAX. CODE, § 11922.

EASEMENT DEED
Grant of Permanent Street Easement
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Levine, Zittrer & Schumer, LLC, a California limited liability company ("Grantor") does hereby grant and convey to the City of Bell Gardens, a municipal corporation ("Grantee"), and its successors and assigns, a permanent easement for public street and sidewalk purposes, including all related public right-of-way purposes ("Permanent Street Easement"), in, on, over, under, and across that certain portion of Grantor's real property located in the City of Bell Gardens, County of Los Angeles, State of California, more particularly described in the legal description attached hereto as EXHIBIT "A" and depicted or illustrated on the map or drawing attached hereto as EXHIBIT "B" and incorporated herein by reference ("Easement Area").

Within the Easement Area, the easement rights granted in, under, and pursuant to this instrument shall include without limitation the right to use the Permanent Street Easement to construct, use, install, maintain, repair, replace, improve, alter, relocate, and inspect curbs, gutters, sidewalks, bike paths, crosswalks, storm drains as well as other drainage facilities, utilities, street lighting, traffic signals, striping and other street and roadway improvements. The purpose of the Permanent Street Easement includes without limitation Grantee's right to construct, improve, replace, maintain, repair, and operate streets and roadways at or near the intersection of Eastern Avenue and Garfield Avenue.

The easement rights granted in, under, and pursuant to this instrument shall include without limitation the right of Grantee to reasonably access the Easement Area for all purposes associated with the Permanent Street Easement. Grantee's activities within the Easement Area may include, but are not limited to, trimming, cutting, relocating, or clearing away from the Easement Area trees, bushes, shrubs, brush, and other vegetation. Grantee

Page 305 of 591 ends

shall also have the right to remove all improvements located within the Easement Area, including, but not limited to, hardscape, landscape, and other structures.

Grantee shall have the right to transfer, assign, or convey the Permanent Street Easement, including without limitation any interest therein, in whole or in part, to successors and assigns, including without limitation other governmental agencies.

The covenants contained in this instrument, including without limitation any restrictions set forth above, shall run with the land.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on the date set forth below.

GRANTOR:

LEVINE, ZITTRER & SCHUMER, LLC,

A CALIFORNIA LIMITED LIABILITY

COMPANY
Date: By:

Bette Levine, Manager
[NOTARIZED SIGNATURE REQUIRED]

Page 306 of 591 ends

EXHIBIT "A"
of Easement Deed

LEGAL DESCRIPTION
(Street Dedication)
APN 6230-001-012
All that certain real property situated in the City of Bell Gardens, County of Los Angeles, State of California, located within a portion of Lot 3 of the I. Heyman Tract of the Rancho San Antonio as per map recorded in Book 7, Page 249 of Deeds, said real property also described for entry sign purposes in Easement Deed recorded February 14, 1992 as Instrument No. 92-252491, in the Office of the Recorder of said County, described as follows:

32.20 feet (28.33 feet record) to the most northerly corner of said Parcel 16-7 (Parcel B) and being on the easterly right of way line of Eastern Avenue, as described in the Condemnation Action in the Superior Court, Los Angeles County, Case No. 408946, a certified copy of the decree being recorded September 15, 1937 in Book 15179, Page 171 of Official Records of said County;
Thence along said easterly right of way line of Eastern Avenue, North 4°09'49" East (North 4°42'57" East record), 8.00 feet;
Thence leaving said easterly right of way line of Eastern Avenue, South 85°10'25" East,

51.55 feet to the TRUE POINT OF BEGINNING.

Page 307 of 591 ends

Containing an area of 648 square feet or 0.015 acres, more or less.

All as shown on Exhibit "B" attached herewith and made a part hereof.

Page 308 of 591 ends

EXHIBIT "B"
of Easement Deed

DEPICTION OF PERMANENT STREET EASEMENT AREA
Li
N04'09" "E
00'
Ii62"1'58'"x'
LEGEND
APM 6230-011-011
6230-001-012
585"10'25'E
5855'
Toe
STREET 0ENCATI0N'.
p®
648 S.F.
001 AC±

ABBREVIATION
c./L. cENTERNNE
` Q:!,JAR FEE"

FCC POW(' OF COMMENCEMENT
17 008 TRUE v.."V l d4sR a OF Lite's d: t.45`oNa
a:YMT.1'

LOS ANGELES
MYY

DAVID EVANS
AM AE OCIATESINC.
4141 E. Nand E *Yre 25
On fln .a is 31754
?Vale: 30SA51.5Th
EXHIBIT "B

FELL GARDENS
RDV
ELEI-D 8
E1 milca

EXHIBIT
RD

Page 309 of 591 ends

EXHIBIT "H"

RECORDING REQUESTED

BY AND WHEN RECORDED
MAIL TO:

City of Bell Gardens
City Hall
7100 Garfield Ave.

THIS DOCUMENT IS EXEMPT FROM DOCUMENTARY
TRANSFER TAX PURSUANT TO REV. & TAX. CODE, § 11922.

EASEMENT DEED
Grant of Temporary Construction Easement
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, Levine, Zittrer & Schumer, LLC, a California limited liability company ("Grantor") does hereby grant and convey to the City of Bell Gardens, a municipal corporation ("Grantee"), and its successors and assigns, a temporary construction easement ("Temporary Construction Easement"), in, on, over, under, and across that certain portion of Grantor's real property located in the City of Bell Gardens, County of Los Angeles, State of California, more particularly described in the legal description attached hereto as EXHIBIT "A" and depicted or illustrated on the map or drawing attached hereto as EXHIBIT "B" and incorporated herein by reference ("Easement Area"), for all necessary and convenient activities associated with the construction of improvements to the streets or roadways at or near the intersection of Eastern Avenue and Garfield Avenue ("Project").

The purpose of the Temporary Construction Easement includes without limitation the provision of working space for the construction of permanent street or roadway improvements adjacent to the Easement Area, which may include without limitation street widening and lane realignment, and other curb, sidewalk, gutter, storm drain, utility, landscaping, irrigation, bike path, crosswalk, street lighting, traffic signal, or striping modifications as necessary.

The Temporary Construction Easement shall continue for a period of twelve (12) months. Construction within the Easement Area and the term of the Temporary Construction Easement shall commence seven (7) days from the date upon which Grantee or its authorized representative provides Grantor with written notice of Grantee's intent to commence utilization of the Temporary Construction Easement and, unless extended, it shall terminate on the earliest of (a) the date upon which Grantee notifies Grantor that it no

Page 310 of 591 ends

longer needs the Temporary Construction Easement, or (b) twelve (12) months from the commencement date of the Temporary Construction Easement ("Expiration Date").

Grantee's use of the Temporary Construction Easement shall be subject to the following provisions: (a) during construction, fire and other emergency access to Grantor's property will be maintained at all times; (b) the Easement Area will be protected, maintained, and kept reasonably free of trash and loose debris during construction to ensure that the visual identity and character of Grantor's property will not be impacted by the construction activities within the Easement Area; and (c) while on the Easement Area, Grantee and its authorized agents will comply with all applicable laws, rules, and regulations as well as, to the extent commercially reasonable and practicable, best construction practices, including compliance with City of Bell Gardens Noise Ordinance requirements.

Prior to the Expiration Date, Grantor shall not, without the express prior written consent of Grantee (which may be granted or withheld in Grantee's sole and unfettered discretion), construct, place, or maintain any improvement, or undertake any other activity, in, on, over, under, across, or about the Easement Area or which may otherwise interfere with Grantee's use of the Easement Area, including without limitation the construction of any building, wall, fence, structure, or other improvement within the Easement Area.

Prior to the Expiration Date, Grantor shall also not grant or dedicate any easement, right, or other interest in, to, on, under, or over the Easement Area without obtaining the prior written consent of Grantee (which may be granted or withheld in Grantee's sole and unfettered discretion).

At the expiration of the Temporary Construction Easement, Grantee or its authorized agent(s) shall, subject to reasonable wear and tear, restore the Easement Area to a condition as near as practicable to its pre-existing condition at the commencement of the Temporary Construction Easement. Grantee shall not, however, be required to restore any other changed condition or circumstance on the Easement Area not resulting from Grantee's operations, negligence, or fault to its pre-existing condition.

The covenants contained in this instrument, including without limitation any restrictions set forth above, shall run with the land.

IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on the date set forth below.

GRANTOR:

LEVINE, ZITTRER & SCHUMER, LLC,

A CALIFORNIA LIMITED LIABILITY

COMPANY
Date: By:

Bette Levine, Manager
[NOTARIZED SIGNATURE REQUIRED]

Page 311 of 591 ends

EXHIBIT "A"
of Easement Deed

LEGAL DESCRIPTION
(Temporary Construction Easement)
All that certain real property situated in the City of Bell Gardens, County of Los Angeles, State of California, located within a portion of Lot 3 of the I. Heyman Tract of the Rancho San Antonio as per map recorded in Book 7, Page 249 of Deeds, said real property also described for entry sign purposes in Easement Deed recorded February 14, 1992 as Instrument No. 92-252491, in the Office of the Recorder of said County, described as follows:

Containing an area of 570 square feet or 0.013 acres, more or less.

All as shown on Exhibit "B" attached herewith and made a part hereof.

Page 312 of 591 ends

EXHIBIT "B"
of Easement Deed

DEPICTION OF TEMPORARY CONSTRUCTION EASEMENT
hiit\S/-EP1-4]
j
a73
La
61 O
N04,09°4 9 -"E

10.00 hd0C09. "E

5.00°,
32,20'
h 510'25"W
5"

51.55"
ABBREV
V O
/• L CENTERLINE
'E
(FAH) RADCAL SEARING
S.F. SQUARE FEET
• C PONT OF COMMENCEMENT
P• OE TRUE POW' 7F E'£GJi 7dNsINC,
4 APH 6230-001-011
APH 6230-001-012
'2"E

6.27'
°30'15"
1+58'
.00'
E I Tl I - E- E:E'T
E I T - I i.

LEGEND
1 1 TAE AREA ± 570
- - - - AFFECTED LOT
ER T D. VAS E
R
DATE PREPARED: 7/2022
e
LL ENS

DAVID EVANS
Arm Al SOCIATESme.
441 E. Mad Eire H.... Szine 25.6
OMmao Cmkammia'91 78.4
Phone: 94N.481.5750
EXHI BIT ®BU
L1 ANGELES
Ti
EL

EXHIBIT
Ea

DRAM V -
REM
5117=2
T431444...
i2 3O-OOF-012:

Page 313 of 591 ends

EXISTING INTERSECTION LAYOUT

GARFIELD AVENUE & EASTERN AVENUE
BELL GARDENS, CA 90201
Sheet 1 of 2

Page 314 of 591 ends

PROPOSED INTERSECTION LAYOUT

GARFIELD AVENUE & EASTERN AVENUE
BELL GARDENS, CA 90201
Sheet 2 of 2

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CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXCUTIVE SUMMARY
TO: Honorable Mayor and City Council Members
FROM: Michael O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities SUBJECT: Consideration of a Resolution Approving a Second Amendment to the Water System Operation and Maintenance Contract Agreement with Liberty Utilities (Park Water) Corp.

MEETING DATE: September 22, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council adopt the attached Resolution authorizing the City Manager to execute the Second Amendment to the Water System Operation and Maintenance Contract Agreement with Liberty Utilities (Park Water) Corp. for the City's Municipal Water System.

BACKGROUND / DISCUSSION:

On June 22, 2020, the City of Bell Gardens ("City") entered into a Water System Operation and Maintenance Contract Agreement ("O&M Agreement") with Liberty Utilities (Park Water) Corp. ("Liberty") for the operation and maintenance of the City -owned water system. The O&M Agreement details the maintenance and operations of the City's water system that serves 1,650 metered customers. It also includes the required monthly reporting and testing, service billing, meter readings, and all components necessary to effectively operate the system. On June 9, 2025, the City Council approved a First Amendment to the O&M Agreement to increase the compensation and extend the Term to September 30, 2025.

Public Works is currently working with the City's engineering firm to release a Request for Proposals ("RFP") for the maintenance and operation of the City's water system. The anticipated release date is October 2, 2025, and the anticipated recommendation of award date for a new agreement is December 8, 2025. On September 15, 2025, the City received a letter from Liberty proposing a three-month extension through December 31, 2025, under the same terms and conditions of the existing O&M Agreement, including the monthly cost of $25,075. Liberty has performed its services satisfactorily to date. Staff recommends approval of a Second Amendment to the existing O&M Agreement for a three-month extension of the term, as this will allow for the completion of a competitive solicitation.

Page 316 of 591 ends

CONCLUSION:

Approval of the Second Amendment will extend the term of the O&M Agreement through December 31, 2025, to allow the City to undergo a competitive solicitation process.

FISCAL IMPACT:

Funding for the Water System's operation and maintenance services is available in the FY 2025/26 budget.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

Page 317 of 591 ends

RESOLUTION NO. 2025-94

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A SECOND AMENDMENT TO

THE WATER SYSTEM OPERATION AND MAINTENANCE

CONTRACT AGREEMENT BY AND BETWEEN THE CITY OF BELL
GARDENS AND LIBERTY UTILITIES (PARK WATER) CORP. FOR

THE MAINTENANCE AND OPERATION OF THE CITY'S WATER
SYSTEM
WHEREAS, on June 22, 2020, the City of Bell Gardens ("City") and Liberty Utilities (Park Water) Corp. ("Liberty") executed and entered into a Water System Operation and Maintenance Contract Agreement ("Master Agreement"); and WHEREAS, on June 9, 2025, City Council approved a First Amendment to the Master Agreement to increase the compensation and extend the term to September 30, 2025; and
WHEREAS, on September 15, 2025, the City received a letter from Liberty proposing to extend the term to December 31, 2025, under the same terms and conditions; and
WHEREAS, to allow sufficient time for the completion of the competitive Request for Proposals ("RFP") process, it is necessary to extend the term of the existing Agreement for an additional three months through December 31, 2025; and WHEREAS, the City desires to enter into a Second Amendment to modify the Master Agreement to extend the term to allow the City to complete the RFP process.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council hereby finds and determines that the foregoing recitals are true and correct, constitute a material part of this Resolution, and therefore incorporate them herein in their entirety as part of the findings.

SECTION 2. Based upon the above recitals, the staff report accompanying this Resolution, and such other oral and written evidence, the Bell Gardens City Council hereby approves a Second Amendment to the Master Agreement with Liberty, which is attached to the staff report as Exhibit 2.

SECTION 3. The City Council further authorizes and directs the City Manager to execute the Second Amendment with Liberty, on the City's behalf, along with any other ancillary documents relating thereto, including any other documents consistent with and necessary to implement and effectuate the intent of the City Council as set forth in this Resolution.

Page 318 of 591 ends

Resolution 2025-94
SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED, and ADOPTED this 22nd day of September, 2025.

THE CITY OF BELL GARDENS
Jorgel Chavez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk

Page 319 of 591 ends

Resolution 2025-94
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez
City Clerk
3 of 3

Page 320 of 591 ends

2025

SECOND AMENDMENT TO WATER SYSTEM OPERATION AND MAINTENANCE

CONTRACT AGREEMENT
(Engagement: Maintenance and Operation of the City's Water System) (Contractor: Liberty Utilities (Park Water) Corp.)
THIS SECOND AMENDMENT (hereinafter, "Second Amendment") to that certain agreement entitled "Water System Operation and Maintenance Contract Agreement" and dated June 22, 2020 (hereinafter, the "Master Agreement"), is hereby made and entered into this day of , 2025 (hereinafter, "Effective Date"), by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and LIBERTY UTILITIES (PARK WATER) CORP. (hereinafter, "CONTRACTOR"). For purposes of this Second Amendment, the capitalized term "Parties" shall be a collective reference to both CITY and CONTRACTOR. The capitalized term "Party" may refer to either CITY or CONTRACTOR interchangeably, as appropriate.

RECITALS
This Second Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 22, 2020, the Parties executed and entered into the Master Agreement for maintenance and operation of water system services by the CONTRACTOR in the CITY; and
WHEREAS, on June 9, 2025, the Master Agreement was amended, by way of a first amendment (hereinafter "First Amendment"), to increase the compensation and extend the term of the Master Agreement; and
WHEREAS, for purposes of this Second Amendment, the Master Agreement, as amended by way of the First Amendment, may be referred to collectively as the "Master Agreement." The Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the term of the Master Agreement is set to expire on September 30, 2025; and
WHEREAS, the City requires sufficient time to complete the competitive Request for Proposals ("RFP") process for a new operations and maintenance contract, and therefore seeks to extend the term of the Master Agreement through December 31, 2025; and
WHEREAS, on September 15, 2025, CONTRACTOR provided an extension letter entitled "Water System Operation and Maintenance Contract Agreement Extension" (hereinafter, "September 2025 Extension Letter"), which proposed to extend the term of the Master Agreement through December 31, 2025; and
1

Page 321 of 591 ends

WHEREAS, the September 2025 Extension Letter is attached and incorporated hereto as Exhibit "B".

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

SECTION 1. Section 11. (Term) of the Master Agreement is hereby amended to extend the Term of the Master Agreement through December 31, 2025.

SECTION 2. Except as otherwise set forth in this Second Amendment, the First Amendment and Master Agreement shall remain binding, controlling, and in full force and effect. Section 33 of the Master Agreement notwithstanding this Second Amendment, together with the First Amendment and Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 3. The provisions of this Second Amendment shall be deemed a part of the First Amendment and Master Agreement and except, as otherwise provided under this Second Amendment, First Amendment and Master Agreement, all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the First Amendment and Master Agreement, the provisions of this Second Amendment shall control, but only in so far as such provisions conflict with the First Amendment and Master Agreement, and no further.
(SIGNATURES ON NEXT PAGE)
2

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IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be executed on the day and year first appearing above.

CITY: CONTRACTOR:

CITY OF BELL GARDENS LIBERTY UTILITIES (PARK WATER)
CORP.

By: By:

Michael B. O'Kelly, City Manager
Date:

APPROVED AS TO FORM:

By:

Stephanie Vasquez, City Attorney
Name:

Title: _
Date:
3

Page 323 of 591 ends

EXHIBIT "A"

MASTER AGREEMENT
4

Page 324 of 591 ends

2025

FIRST AMENDMENT TO WATER SYSTEM OPERATION AND MAINTENANCE

CONTRACT AGREEMENT
(Engagement: Maintenance and Operation of the City's Water System) (Contractor: Liberty Utilities (Park Water) Corp.)
THIS FIRST AMENDMENT (hereinafter, 'First Amendment") to that certain agreement entitled "Water System Operation and Maintenance Contract Agreement" and dated June 22, 2020 (hereinafter, the "Master Agreement"), is hereby made and entered into this 2 Li -Nay of JU , 2025 (hereinafter, "Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and LIBERTY UTILITIES (PARK WATER) CORP. (hereinafter, "CONTRACTOR"). For purposes of this First Amendment, the capitalized term "Parties" shall be a collective reference to both CITY and CONTRACTOR. The capitalized term "Party" may refer to either CITY or CONTRACTOR interchangeably, as appropriate.

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 22, 2020, the Parties executed and entered into the Master Agreement for maintenance and operation of water system services by the CONTRACTOR in the CITY; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit "A";and
WHEREAS, the term of the Master Agreement is set to expire on June 30, 2025; and
WHEREAS, the City requires sufficient time to complete the competitive Request for Proposals ("RFP") process for a new operations and maintenance contract, and therefore seeks to extend the term of the Master Agreement through September 30, 2025; and
WHEREAS, on May 30, 2025, the CONTRACTOR provided its extension letter entitled, "Water System Operation and Maintenance Contract Agreement Extension" (hereinafter, "May 2025 Extension Letter") which proposed to extend the term of the Master Agreement for an additional three months through September 30, 2025; and WHEREAS, under the terms of the Master Agreement, the CITY agreed to pay CONTRACTOR a monthly not -to -exceed sum of NINETEEN THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SEVEN CENTS ($19,666.67) (hereinafter, "Monthly Not -to -Exceed Sum''); and
WHEREAS, in its May 2025 Extension Letter, CONTRACTOR further requested an increase of 27.5% in the Monthly Not -to -Exceed Sum due to cost escalation, totaling an increase of FIVE THOUSAND FOUR HUNDRED EIGHT DOLLARS AND THIRTY - 1

Page 325 of 591 ends

THREE CENTS ($5,408.33); and
WHEREAS, the May 2025 Extension Letter is attached and incorporated hereto as Exhibit "B".

SECTION 1. Section 8. (Compensation for Ordinary Services) of the Master Agreement is hereby amended to increase the Monthly Not -to -Exceed Sum of NINETEEN

THOUSAND SIX HUNDRED SIXTY-SIX DOLLARS AND SIXTY-SEVEN CENTS ($19,666.67) by FIVE THOUSAND FOUR HUNDRED EIGHT DOLLARS AND THIRTY- THREE CENTS ($5,408.33) for a new total Monthly Not -to -Exceed Sum of TWENTY- FIVE THOUSAND SEVENTY-FIVE DOLLARS ($25,075.00) which shall be effective as of July 1, 2025, and shall continue through the remainder of the Term.

SECTION 2. Section 11. (Term) of the Master Agreement is hereby amended to extend the Term of the Master Agreement through September 30, 2025.

SECTION 3. Except as otherwise set forth in this First Amendment, the Master Agreement shall remain binding, controlling, and in full force and effect. Section 33 of the Master Agreement notwithstanding, this First Amendment, together with the Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 4. The provisions of this First Amendment shall be deemed a part of the Master Agreement and except, as otherwise provided under this First Amendment, the Master Agreement, all provisions contained therein shall remain binding and enforceable.

In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Master Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the First Extension and Master Agreement, and no further.
(SIGNATURES ON NEXT PAGE)
2

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IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY: CONTRACTOR:

CITY OF BELL GARDENS
ichael B. ©'Kelly, City Mq at
Date:

APPROVED AS TO FORM:

By:

Stephanie Vasquez, City Attorney

LIBERTY UTILITIES (PARK WATER)
CORP.

By:

Name: Ken Pfister
Title: Director of Operations
Date: 06/19/2025

Page 327 of 591 ends

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY: CONT CTOR:

CITY OF BELL GARDENS LIBERTY UTILITIES (PARK WATER)
CORP.

By: By:

Michael B. O'Kelly, City Manager
Name: Ken Pfister
Date:

APPROVED AS TO
By:

Stephanie Vasquez, City Attorney
Title: Director of Operations
Date: 06/19/2025

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EXHIBIT "A"

MASTER AGREEMENT
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WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT BETWEEN THE CITY OF BELL GARDENS AND Liberty Utilities (Park Water) Cora.

THIS CITY WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT (this "Agreement") is made and entered into as of the 22 day of June 2020, by and between two parties namely the CITY OF BELL GARDENS, a California municipal corporation (hereinafter referred to as "Bell Gardens" or "City"), and Libertv Utilities (Park Water) Corp. , a California corporation (hereinafter referred to as "the Operator").

Effective Date: June 22, 2020

RECITALS
A. Operator is an investor -owned utility, licensed to professionally serve potable water to customers in California and is in the business of providing professional operation and maintenance services to public potable water systems using personnel licensed by the State of California as a California corporation.

B. Bell Gardens is a municipal corporation which owns a public water system in a part of the City known as the City Water System shown on Exhibit A (hereinafter referred to as the "Area of Service").

C. The City is in need of an Operator of the City Water System and intends to retain the Operator for the Operator to provide the services herein stated to the City Water System and its Customers within the Area of Service for the term of this Contract Agreement.

I. Scope of Work
Subject to the terms and conditions of this Agreement, Operator agrees to provide the services and tasks described in that certain Request for Proposals of City entitled "City of Bell Gardens Request for Proposals Contract Documents and Specifications for Maintenance and Operations of City -Owned Water System Contract in the City of Bell Gardens" issued April 22, 2020, (hereinafter, "City RFP") and the written proposal of Operator entitled "Proposal for Maintenance and Operation of the City of Bell Gardens Water System" (hereinafter, the "Operator Proposal") dated May 28, 2020. The City RFP and the Operator Proposal are attached and incorporated hereto as Exhibit "B" and "C" respectively. The term "Scope of Work" shall be a collective reference to the City RFP and the Operator Proposal. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled City RFP and the provisions of the document entitled Operator Proposal, the requirements of the document entitled City RFP shall

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govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

In addition to the Work referenced in the Scope of Work, the Operator hereby agrees to provide the following basic customer services (the "Basic Customer Services") to the City Water System and the system's customers. (i)
(u)
Operate and maintain the water main system that is located in the streets and some alleys of the Service Area including all valves, fire hydrants, service connections and customer meters and report to the City thereon at the minimum monthly. All water main alignments are to be visually inspected by Operator in Service Truck a minimum of once a month. In the first year, Operator is to check on each fire hydrant, fire hydrant lateral valve and all main line valves and exercise the valves.

Thereafter, the valves are to be checked and exercised tri-annually.

Operator is to report therein to the City at the minimum of monthly.

Exhibit D herein is a suggested form of Operator's monthly report to the City Director of Public Works (DPW).

Operate and maintain Well No. 1 and its electrical, control, and pumping equipment of the Well No. 1 plant in Veterans City Park, including the liquid injection chlorination system, the existing walled yard block building, and the piping facilities in the building and the yard. The existing natural gas engine location in the building and the emergency generator adjacent to the Well Building are not part of Operator's maintenance responsibility. The locked storage building in the yard is also not part of Operator's responsibility. Operator shall conduct daily checks through SACADA and site visits to determine Well No. 1 production„ and chlorination dosage. The operator will conduct site visits three days per week (Mon, Wed, Fri) to collect and process all production reads (well, electric, chemical, etc.). Operator will collect pumping water levels at least once per month and all of the month end reads. The remainder of the Well No. 1 site may be used by Operator to carry out its responsibilities. Operator is responsible for the security of the Well No.1 site. Operator is to, as a part of its monthly report to the City, report on the requested information about the Well plant and any other important functions of the Well No. 1 plant. The City will work to discourage pigeons from roosting in the Building or in the yard.

Operator is not to encourage the presence of pigeons. Operator is to see that no pigeon or similar birds and small animals/rodents enter the Well Building.

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(iii) Operator is to operate and maintain the Metropolitan Water District (MWD) connection Cen B -31B for imported water located at the Northwest corner of the intersection of Garfield Avenue and Randolph Street and report at a minimum of monthly on its usage to the City. The present manner of serving water to the customers of the City Water System is to operate the Well No. 1 as much as possible and limit the use of import water. Operator agrees to run CB -31 (Central Basin Municipal Water District) import connection once a week to verify it is functional and available. Should Operator have the plan and ability to change this schedule to efficiently use well water in place of MWD water, such plan is encouraged and should be discussed with the City prior to implementing such a plan.
(iv) The operation of the SCADA shall be monitored by Operator daily and reported thereon to the City as needed. There may be an observe -only screen located in the City's Public Water Office for informational purposes only. All SCADA equipment is to be owned by the City.

Should Operator no longer be the designated Operator of the City Water System the equipment at the SCADA Headquarters is to
be relocated to the City Public Works Building in an operating condition. The usage of the SCADA system is to provide 24 -hour, 7 - days -a -week monitoring of the City Water System operation as an efficient usage of personnel for operation and maintenance of the City Water System. The use of the SCADA system is to supplement and complement the use of personnel of Operator. However, the SCADA equipment shall not totally replace the use of Operator personnel. (v) Operator intends to produce a set of maps of the City Water System using Operator's GIS system based on maps furnished by the City and such other information as may be available. A print reproducible copy of such maps is to be given to the City Public Works Department.

Should, during this Contract Agreement period, changes and/or repairs made to the City Water System necessitating a change in the map(s), new sheet(s) of affected map(s) will be provided to the City. Such maps of the Water System shall be owned by the City.
(vi) The City will provide via monthly reports information on all metered connections and any known metered connections as to the customer and metering equipment and data. Operator is to add the customer information to its Billing System for the purpose of reading and billing meters bi-monthly in each even -numbered month, and billing thereafter the customers and collecting monies therefrom as payment for water service using the City's Billing Rate Schedule.

Operator is to terminate services when bills are unpaid. The water bill format is to be agreed upon between the City and Operator.

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Operator is to provide space in its customer service office for Operator personnel to perform the
billing and customer call center services in English and Spanish language during the regular business hours of Operator Main Headquarters. Operator will arrange for payment service centers for the City system in the same manner as provided to the Operator's own customers.

Operator personnel shall perform all services of turning on customer services, reading meters, billing for services, sending out bills, collecting bills, and shutting off services for unpaid bills and/or customer termination of service. Bilingual (English and Spanish- speaking) Operator personnel shall be available as needed for these functions.

Bills shall be in the name "CITY OF BELL GARDENS" thereon with all other needed information for Operator to bill and collect for service.

All monies collected by Operator shall be deposited daily in a designated City of BeII Gardens Bank Account. At Operator's call center, service personnel shall be available in person and other means to institute new customer services, terminate service, explain bills, and perform special meter readings as needed. Operator is to investigate unusual bills for customers and perform special meter readings for customers.
()
Operator is to be aware of Chapter 11.02 of the City Municipal Code, which provides rules and regulations for guidance of the operation of the City Water System along with water rates to be used in billing customers.
(ix) Operator will be responsible for operation of Water Well No. 1, MWD connection CenB-31B, and related facilities at the locations set forth in Exhibit A, including, at a minimum, chlorination for water sanitation treatment and the taking of water quality sampling consisting of chlorine residuals, pH, bacteriological, general physical samples as specified in the Total Coliform Rule. Operator will conduct quarterly THM and HAAS sampling, monthly TC/HPC for Well, and Annual (full VOC) for Well No. 1. Records shall be daily maintained of production of the Well No. 1, usage, MWD water supplies, hours of operations, chlorine usage, and chlorine residual in the Water System and at the Well No. 1 (x) Operator will provide customer office services, including, without limitation, preparation and filing of water production and water quality reports with the State of California Water System Regulating Agency, the Water Replenishment District of Southern California (WRD) and the Central Basin Water Master (CBWM) in accordance with the

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provisions of California law on behalf of the City; obtaining all permits and making all filings required in connection with providing the Basic Customer Services as set forth herein; preparation of monthly customer information reports, including daily bank deposit balances during the month; reconciliation of balancing differences; listing of customer accounts not paid within the allowed thirty-five (35) days and in arrears thereafter 0-30 days, 31-60 days, 61-90 days and over 90 days and of accounts sent for collections and customer accounts determined to be uncollectible; accounting services related to providing the Basic Customer Services, such as recordation of meter readings, meter book loading and editing and maintenance of customer records in electronic format; and tracking and logging of customer complaints, including the nature of the complaint, to be reported in writing at a minimum monthly to Bell Gardens.
(xi) Operator will cooperate with Bell Gardens and its agents in connection with the exercise by Bell Gardens of its audit rights.
(xii) Operator will meet with iep esentatives of City of Bell Gardens at the minimum of once a month or more frequently as needed or requested by the City. There shall be a meeting, at a minimum, of once a month to review activities and programs conducted since the prior meeting and to project pending activities.
xiii) Operator will provide bi-monthly water consumption records and submit monthly water production or purchase records for each source of water to City.
(xiv) Operator shall deposit all monies collected as a result of water service billing collections under this Agreement into a City -designated bank account. All billings aha11 be sent by Operator by First Class U.S. Mail to every customer in an envelope with a payment return envelope. All payments received by Operator in connection therewith shall be deposited in the City bank account at the end of each business day. (xv) Operator will assist the City in filing and maintain a NPDES MS4 permit from the State Water Board.

2.Ordinary Services
As needed, Operator shall provide the following services designated as Ordinary Services:
(i) Where in operating the City Water System Operator becomes aware of the need for repair or replacement work, Operator will notify the Public

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Works Director and provide a written estimate of costs of repair or replacement.
(ii) Operator will repair service connection leaks or other damages to services including replacement of existing services including curb stop as authorized by the City.
(iii) Operator will repair facilities at the Water Well No. 1 Plant and at the MWD Connection, CenB-31B.
(iv) Operator will perform such other system repair work as directed by the City.
(v) All repair work done in City street/alley rights -of -way shall be done under a no -fee City Excavation Permit to standards of the City and inspection by the City. The existing street improvements shall be restored per City requirements.
(vi)
i)
All Ordinary Service work is to be performed by Operator and/or others under the direction of Operator. All others shall be State of California - licensed contractors licensed to perform said work under the heading of Ordinary Services and shall be noticed to the City's Public Works Department Construction Inspector in advance, if possible. If the work is of an emergency nature, the City shall be notified and a City Excavation Permit taken out at the earliest time thereafter.

At the beginning of each year of the Contract, Operator shall provide the City a rate schedule for personnel and equipment that shall be used in the event that Ordinary Services are required. Such rate schedule shall be reasonable and mutually agreed upon by both parties no less than sixty (60) days prior to the commencement of the next term year. Upon completion of an item of such Services work, Operator will provide a written detailed statement of work done, listing personnel, equipment, and materials used. At the end of each month, a Billing Statement is to be rendered to the City for the cost of such Services performed by date, time, and location, including copies of any statements of material used and of any equipment rented. Operator may add to the reasonable basic cost of all materials purchased or equipment rented an amount not to exceed 15% for operator supervision. Otherwise, the costs on a time basis shall be the previously submitted information of personnel and pay rates by Operator to the City and approved by the City. All bills rendered to the City shall indicate that the costs thereon have been paid by Operator.

Operator will test water meters as requested by the City.

Operator will replace or repair water meters as requested by the City.

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(x) Operator hereby agrees to provide such Ordinary Services and collectively with the Basic Customer Services, as may be mutually agreed in writing by Operator and the City of Bell Gardens, including, without limitation, services that might be required by City of Be11 Gardens, such as water main repairs and installations, service line repairs and installations, hydrant repairs and installations, meter replacement, preparation of purchase orders for repairs and capital improvements, and obtaining all permits and making all filings required in connection with providing the Ordinary Services.

3. Right to Use and Access
(i) Bell Gardens hereby grants to Operator and its authorized agents and representatives during the term of this Contract Agreement the right to use, and to have access to, all of the assets of the Bell Gardens Water System currently used in connection with providing the Services, including, without limitation, the water system and all books and records related thereto. Operator shall have the right to make and retain copies of such books and records during the term of this Contract Agreement, but shall be required to return all such copies within 30 days of the expiration or earlier termination of this Agreement. (u)

4. Audit Rights
Bell Gardens further agrees to provide Operator and its authorized agents and representatives during the term of this Contract Agreement access to employees and agents of Bell Gardens having information relating to the Services and to cooperate with the Operator and its authorized agents and representatives in obtaining any information reasonably necessary for providing the Services during the term of this Agreement.

Bell Gardens and/or its agents shall have the right to audit all records maintained by Operator in connection with providing the Services hereunder at any time during normal business hours upon reasonable notice. Bell Gardens agrees to use all reasonable efforts to conduct any such audit in such a manner as to minimize interference with the performance by the Operator of the Services. All such records shall be maintained by the Operator on behalf of Bell Gardens for a period of at least two (2) years.

5. Cooperation with Bell Gardens
Operator hereby agrees to meet at least monthly with representatives of Bell Gardens,

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and at such additional times as Bell Gardens may reasonably request, to discuss any matters or concerns that may exist with respect to the water system or the Services provided by the Operator hereunder.

6. Emergency Repairs
In the event of any emergency, as reasonably determined by Operator, Operator shall have the unqualified right, immediately and without prior written notice to Bell Gardens, to undertake such minimum repairs and replacement as is necessary in the reasonable opinion of Operator to eliminate any danger to the public's health, safety, or welfare. Operator shall promptly notify Bell Gardens of any such emergencies occurring during normal business hours and, if occurring during non -business hours, to the extent reasonably practicable, before 9:00 a.m. on the next business day.

7. Notification of Need to Make Repairs or Capital Improvements Operator shall prepare, on an annual basis, a list of recommended repairs or capital improvements to the water system or recommendations in connection with providing the Services, other than routine field work included in Basic Customer Services or emergency repairs made by Operator. The recommendations shall include a description of the proposed repairs or capital improvements, the purpose of and need therefore and, if requested by Bell Gardens in writing, an estimate of the costs to make such repairs or capital improvements, including the costs of engineering, construction, and administration. Operator shall, at the written request of Bell Gardens, prepare a description of such repairs or capital improvements that may be required as a result of changes in law, changes in water quality, orders of any governmental entity or damage or destruction of any portion of the water system (other than due to the negligence or wilful misconduct of Operator), and an estimate of the costs thereof, other than on an Annual basis. If Operator determines in the course of providing the Services that any such repairs or capital improvements are immediately required, Operator shall notify Bell Gardens orally (confirmed by email or facsimile) or in writing of the nature of the needed repairs or capital improvements and shall at the written request of Bell Gardens prepare a written estimate of the costs thereof.

8. Compensation for Ordinary Services
(i) For the period commencing July 1.2020 and ending at June 30, 2025, the City shall compensate Operator for providing the Basic Customer Services the following amounts:
a. For the partial month of Date on the Effective Date
through date , the City shall compensate Operator
at the rate of $xxx.xx per day.
b. From July 1, 2020 through June 30, 2025 , the
City shall pay Operator $19,666.67 per month as compensation for providing the Basic Customer Services (Ordinary Services).

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()
(ii) For the period commencing at July 1. 2020 and ending at June 30, 2024 ("Year 4"), and year 5 the City shall compensate Operator $19,666.67 per month ($236,000 per year) for providing the Basic Customer Services.

9. Compensation for Additional Ordinary Services
CO
Operator will submit a detailed written invoice to the City for the completed water system work of each prior month by the 20th day of the following month in a form agreed upon by the City.
(ii) The City will review the invoice upon receipt. Upon conclusion of the invoice review and ii', to the satisfaction of' the City, all charges are acceptable and approved, the invoice will be processed for payment. It is typical that most invoices to the City are paid within 45 days of receipt, which is dependent on the basis that the City Council will meet two times per month. In the event that, upon its review, the City disputes any portion of a bill, the City will (a) reimburse to Operator all undisputed portions of said invoice within the approximate 45 -day time frame as detailed above, and (b) notify Operator in writing, within 15 business days of receipt of invoice, in sufficient detail to reply and address the City's concerns regarding each item and associated dollar value of any item in dispute.

City of Bell Gardens will pay to Operator, as described above, after receipt of an invoice therefor, with appropriate supporting documentation, the amount of the actual costs incurred by Operator during the preceding month for providing the Ordinary Additional Services equal to the sum of:
(a) the labor rates agreed to by the parties pursuant to herein for such Additional Services multiplied by the number of hours worked by each worker, to the nearest quarter hour, in each position during the preceding month, plus;
the actual out-of-pocket cost and markup of equipment,
materials, supplies, spare parts, expendables and consumables provided by Operator, postage, and other actual out-of-pocket costs incurred by Operator in connection with providing such Ordinary Additional Services, the costs and markup of which shall be consistent with Paragraph iii(a) above.
(b)

10. Purchases and Payments by Bell Gardens
Bell Gardens shall be responsible for.

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(iv) Purchasing or otherwise obtaining imported water supplies from the local wholesaler of the Metropolitan Water District of Southern California, the Central Basin Municipal Water District, electrical power from Southern California Edison Company, chemicals to be used in connection with the operation and maintenance of the water system and the delivery of water to Customers,
(v) Permits required to operate and maintain the water system and to provide the Services,
(vi) Pumping assessments of the Water Replenishment District of Southern California for pumping ground water from the Central Groundwater Basin,
(vii) Pumping assessments levied by the Central Basin Water Master, (viii) All costs of testing of water quality samples collected by the Operator, and the testing being done by a State of California Water Board Department Certified Laboratory.

11. Term
The term of this Agreement shall be from the Effective Date, to and including June 30.2025 . Bell Gardens shall notify Operator
of its intent to commence negotiations to renew this Agreement no later than January 1, 2025

12. Standard of Care
Operator represents, acknowledges and agrees as follows:
(i) Operator shall perform all work skillfully, competently and to the highest standards applicable to the Operator's field;
(ii) Operator represents and maintains that it is skilled in the professional calling necessary to perform the Services;
(iii)Operator shall perform all work in a manner reasonably satisfactory to the City; (iv)Operator shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

Operator's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization;
(v) Operator understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;

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(vi)All of Operator's employees and agents (including but not limited to Operator's subContractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement (vii) All of Operator's employees and agents (including but not limited to Operator's subContractor and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and
(viii) Operator shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City's authorized representative. The quality of Services shall meet or exceed those standards established by the City or County of jurisdiction. (ix)The Parties acknowledge and agree that Operator shall perform, at Operator's own cost and expense and without any reimbursement from City, any services or tasks necessary to correct any errors or omissions caused by Operator's failure to comply with the standard of care set forth under this Section or by any like failure on the part of Operator's employees, agents, Operators, subContractor and subconsultants. Such effort by Operator to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that Operator's acceptance of any work performed by Operator or on Operator's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that Operator has relied upon the foregoing representations of Operator, including but not limited to the representation that Operator possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of Califoniia.

13. Operator's Personnel
(i) Operator represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for Operator to competently and timely complete the improvements contemplated under this Agreement. All work, services and tasks will be performed under Operator's supervision, and Operator's personnel engaged in the performance

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of the Work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks.
(ii) Operator shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work. Operator 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 Operator's performance of the Work, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.
(ili)Operator shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.
(iv)In the event that City, in its sole reasonable discretion, at any time during the Term of this Agreement, desires the removal of any person or persons assigned by Operator to perform services pursuant to this Agreement, Operator shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons.
(v) Operator shall be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. (vi)Operator shall obtain and maintain during the Agreement Term all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement

14. Independent Contractor
(i) All acts of Operator, its agents, officers, subContractors and employees and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent Contractors and not as agents, officers, or employees of City. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on b -half of City. Contractor has no authority or responsibility to exercise any rights or power vested in City. No agent, officer, or employee of City is to be considered an employee of Contractor. It is understood by both Contractor and City that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture. (ii) Operator, its agents, officers, subContractors and employees are and, at all times during the Term of this Agreement, shall represent and conduct themselves as independent Contractors and not as employees of City.
(iu)Operator shall determine the method, details and means of performing the Work.

Operator shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be

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subjected to City's control with respect to the physical action or activities of the Operator in fulfillment of this Agreement. Operator has control over the manner and means of performing the services under this Agreement. Operator is permitted to provide services to others during the same period as it provides services to City under this Agreement. If necessary, Operator has the responsibility for employing other persons or firms to assist Operator in fulfilling the terms and obligations under this Agreement.
(iv)If in the performance of this Agreement any third persons are employed by Operator, such persons shall be entirely and exclusively under the direction, supervision, and control of Operator. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Operator. (v) It is understood and agreed that as an independent Contractor and not an employee of City, neither the Operator nor Operator's assigned personnel shall have any entitlement as a City employee, right to act on behalf of City in any capacity whatsoever as an agent, or to bind City to any obligation whatsoever. (vi)As an independent Contractor, Operator hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer -employee relationship exists by reason of this Agreement.

15. Conflict of Interest
(i) Operator hereby warrants for itself, its employees, and subContractor that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with Operator in connection with this project. Operator hereby warrants for itself, its employees, and subContractor that no such person shall engage in any conduct which would constitute a conflict of interest under any City ordinance, state law or federal statute. Operator agrees that a clause substantially similar to this Section shall be incorporated into any sub -contract that Operator executes in connection with the performance of this Agreement

16. Non -Discrimination
(i) During the performance of this Agreement, Operator and its subContractor shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or set. Operator and subContractor shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Operator and subContractor shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2,

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Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Operator and its subContractor shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This Operator shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform the Work under this Agreement.

17. Indemnification
(i) To the fullest extent permitted by law, Operator hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless City and City's elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Operator or any of Operator' s officers, agents, servants, employees, subContractor, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision.

This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Operator and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision Shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision. Operator shall pay Indemnitees for any attorney' s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees. Operator, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf

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of the Indemnttor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.
(ii) Operator's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. Operator expressly waives its statutory immunity wider such statutes or laws as to the Indemnities.
(iii)Operator agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subContractor or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement.

In the event Operator fails to obtain such indemnity obligations for the benefit of City, Operator agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of Operator or any of its officers, employees, servants, agents, subContracotr, volunteers or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of City's choice.
(iv)City does not, and shall not; waive any rights that it may possess against Operator because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. Operator agrees that Operator's covenant under this Section shall survive the termination of this Agreement.
(v) Operator shall fully comply with the workers' compensation laws regarding Operator and Operator's employees. Operator further agrees to indemnify and hold City harmless from any failure of Operator to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Operator under this Agreement any amount due to City from Operator as a result of Operator's failure to promptly pay to City any reimbursement or indemnification arising under this Section.

18. Liability Insurance.
(i) Operator shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(a) Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss or damage.

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(b) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage. (c) Worker's Compensation insurance as required by the State of California. (ii) Operator shall require each of its sub -consultants or subContractor to maintain insurance coverage that meets all of the requirements of this Agreement. (iii)The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least AMT in the latest edition of Best's Insurance Guide.
(iv)Operator agrees that if it does not keep the insurance required in this Agreement in full force and effect, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Operator's expense, the premium thereon.
(v) Prior to commencement of Work under this Agreement, Operator shall file with City's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.
(vi)Operator shall provide proof that policies of insurance expiring during the Tenn of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.
(vli) The general liability and automobile policies of insurance shall contain an endorsement naming City, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds. All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to City. Operator agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. (viii) All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(ix)All insurance coverage provided pursuant to this Agreement shall not prohibit

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Operator, and Operator's employees, agents, subContractor, or volunteers from waiving the right of subrogation prior to a loss. Operator hereby waives all rights of subrogation against City, its officials, officers, employees, agents and volunteers. (x) Any deductibles or self -insured retentions must be approved by City. At the option of City, Operator shall either reduce or eliminate the deductibles or self- insured retentions with respect to City, or Operator shall procure a bond guaranteeing payment of losses and expenses.
(xi)If Operator is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.
(xii) Procurement of insurance by Operator shall not be construed as a limitation of Operator's liability or as full performance of Operator's duties to indemnify, hold harmless and defend under Section 19 of this Agreement. (xiii) In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, 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 Operator or City will withhold amounts sufficient to pay premium from Operator payments. In the alternative, City may cancel this Agreement effective upon notice.
(xiv) City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

19. Obligations of Bell Gardens
Except as otherwise agreed upon by the parties in writing, Bell Gardens shall be responsible for taking all actions that may be reasonably necessary, and for payment of any applicable costs and expenses in connection therewith, with respect to:
(i) any changes in law affecting the Services to be provided by Operator hereunder,
any requirement of law or any governmental entity to improve or change the quality of water delivered to customers or for the deterioration in the quality of ground water and purchased water used in providing the Services,
any repairs or replacements necessary to restore the water system to substantially the same condition as existed prior to any damage or destruction thereto (except to the extent due to the negligence or willful (u)
()

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misconduct of Operator), plus any upgrades that may be required by applicable law,
(iv) any capital improvements or repairs, other than Basic Customer Services, any Additional Services agreed to be provided by Operator hereunder, or any emergency repairs required to be made by Operator for Operator to provide the Services in compliance with all provisions of applicable law, and
(v) any other matters related to the operation and maintenance of the water system and delivery of water to Customers, other than the Services.

20. Events of Default
Unless caused by, or due to the inaction of, the other party or excused or justified by an Uncontrollable Circumstance, the failure of a party to perform in a timely manner in any material respect any obligation to be performed by it hereunder shall constitute an Event of Default if such failure cannot be cured or if such failure can be cured and remains uncured for thirty (30) days after notice from the non -defaulting party to the defaulting party to cure such failure (or within such longer period of time as is necessary to remedy such failure so long as the defaulting party immediately initiates and diligently pursues appropriate measures to remedy such failure); provided that the thirty (30) day notice period with opportunity to cure shall not be required in the event of persistent and repeated failures to perform; provided further that it shall not be an Event of Default if a bona fide dispute exists with respect to whether there has been any such failure to perform in a timely manner in any material respect, unless that matter has been submitted to dispute resolution but not resolved within ninety (90) days (as extended by mutual agreement of the parties). In addition to the foregoing, the failure of Bell Gardens to pay any amounts due to Operator hereunder when due or to give Operator access to the water system, the books and records in its possession relating to the provision of the Services or to its employees shall constitute an Event of Default. Likewise, the failure of Operator or its employees to act with good intentions and pursuant to standards of the maintenance and operation of a publicly owned water system of the size and level of service with reasonable standards of service shall constitute an Event of Default.

21. Remedies
This Agreement may be terminated by the non -defaulting party upon ninety (90) days' prior written notice to the defaulting party if an Event of Default has occurred and is continuing. Each party may exercise all legally available remedies with respect to an Event of Default by the other party, subject to each party's obligation to cooperate in resolving disputes.

22. Uncontrollable Circumstances
a. In the event that either party is rendered wholly or partly unable to perform its obligations hereunder as a result of an Uncontrollable Circumstance, that party shall be excused from whatever performance is affected by the Uncontrollable Circumstance to the extent so affected;

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provided that (a) the nonperforming party promptly after the occurrence of the Uncontrollable Circumstance (or becoming aware of the adverse impact of any Uncontrollable Circumstance), gives the other party notice describing the particulars of the occurrence, (b) the suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Circumstance, (c) the nonperforming party uses its best efforts to 'remedy its inability to perform, and (d) when the nonperforming party is able to resume performance of its obligations hereunder, that party gives the other party written notice of such resumption.
b. The parties agree in good faith to amend this Agreement in order to equitably change the obligations of the parties hereunder in a manner that will facilitate the continued provision of the Services by Operator in the event that an Uncontrollable Circumstance has or may reasonably be expected to have a material adverse effect on the rights and obligations of either party hereunder or the provision of Services by the Operator and cannot be corrected for a period of more than ninety (90) days. In the event that the parties cannot reach agreement on any such amendment, the matter shall be submitted to dispute resolution process set forth herein, this Agreement may be terminated by either party, subject to the right of the other party to pursue all legally available remedies in the event that a court of competent jurisdiction determines that the early termination of this Agreement by such party was improper. c. For the purposes of this Agreement, the tern "Uncontrollable Circumstance" shall mean any act or event that has had or may reasonably be expected to have a substantial or material effect on (a) the rights or obligations of the parties to make payments as provided herein when due, or (b) the provision of Services, if such act or event is beyond the reasonable control or responsibility of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement and which such party has been unable to overcome by the exercise of due diligence, including, without limitation, (c) any act of God, natural disaster, war, civil disturbance, or similar occurrence; (d) any order of any governmental entity, if such order is not also the result of negligent or willful action or failure to act by the party relying thereon; (e) suspension, termination, interruption, denial, failure to issue, or failure of renewal of any permit essential to providing the Services, if such act or event is not also the result of a negligent or willful act or failure to act by the party relying thereon; (f) the failure of any appropriate governmental entity or public or private utility having operational jurisdiction in the area to provide water to the water system or to maintain and assure the maintenance of all utilities; (g) a change in law; (h) a strike against either party or a contractor or supplier thereof; or (i) plague, epidemic, pandemic, outbreaks of infectious disease,

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or any other public health crisis, including quarantine or other employee restrictions.

23. Resolution of Disputes
Each party shall continue to perform its obligations hereunder pending resolution of any dispute. The parties agree to cooperate and use all reasonable efforts pursuant to the terms of this Agreement to facilitate the provision of the Services by Operator hereunder. Accordingly, the parties agree in good faith to undertake the resolution of disputes in an equitable and timely 'manner, provided that, if any matter is not resolved within ninety (90) days (as extended by mutual agreement of the parties), such dispute shall be mediated before one or more mediators mutually acceptable to both parties.

The cost of mediation will be allocated as part of the resolution in mediation, but, absent such resolution, shall be paid equally by the parties.

24. Attorneys' Fees
Should either party hereto bring suit to enforce any provision or provisions hereof, or assert any provision or provisions hereof in defense of a suit brought by the other party and prevail therein, or should any litigation be commenced between the parties concerning this or involving this Agreement, then the prevailing party shall be entitled to recover from the other party its attorneys' fees as are fixed by the court.

25. Assignment
Except in the case of a sale of all or substantially all oldie assets of Operator, a merger, consolidation, or transfer of 50% or more of the stock of Operator, Operator shall not assign this Agreement in whole or in part to any person or persons without obtaining the prior written consent of Bell Gardens to do so, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Operator may assign this Agreement to a subsidiary or affiliate without obtaining the consent of Bell Gardens if, immediately after such assignment, the services will continue to be performed by personnel comparable to those who performed the services hereunder on behalf of Operator. Operator shall promptly notify Bell Gardens of any assignment permitted hereunder. Each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the respective parties.

26. Termination of Agreement
Termination for Convenience. City may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to Operator specifying the
effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager or the Assistant City Manager. Operator may only terminate this Agreement for cause. (ii) Termination for Cause. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this

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Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth in this Section or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shill include, but shall not be limited to the following: (i) Operator's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) Operator's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Operator, whether voluntary of involuntary, (iv) Operator's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) City's discovery that a statement representation or warranty by Operator relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.
(a) Operator shall cure the following Events of Default within the following time periods:

1. Within three (3) business days of City's issuance of a Default Notice for any failure of Operator to timely provide City or City's employees or agents with any information and/or written reports, documentation or work product which Operator is obligated to provide to City or City's employees or agents under this Agreement.

Prior to the expiration of the 3 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3- day cure period. The foregoing notwithstanding, City ball be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds seven (7) calendar days from the end of the initial 3 -day cure period; or

2. Within thirty (30) calendar days of City's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30 -day cure period. The foregoing notwithstanding, City shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 30 - day cure period.

If an Event of Default relates to a material falsehood or misrepresentation set forth in

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Exhibit "C" that is not susceptible to a cure, City in its sole and absolute discretion may elect to treat the falsehood or misrepresentation as a breach of this Agreement or waive the falsehood or misrepresentation. The foregoing notwithstanding, the prior waiver of a falsehood or misrepresentation as an Event
of Default shall not operate as a waiver or any other falsehood or misrepresentation later discovered by City.
(b) Except as otherwise specified in this Agreement, City shall cure any Event of Default asserted by Operator within thirty (30) calendar days of Operator's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30 -day cure period. Prior to the expiration of the 30 -day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30 -day cure period. The foregoing notwithstanding, an Event of Default dealing with City's failure to timely pay any undisputed sums to Operator shall be cured by City within five (5) calendar days from the date of Operator's Default Notice to City. (c) City, in its sole and absolute discretion, may also immediately suspend Operator's performance under this Agreement (or the performance of any specific task or function performed by Operator under this Agreement) pending Operator's cure of any Event of Default by giving Operator written notice of City's intent to suspend Operator's performance (hereinafter, a "Suspension Notice"). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Operator shall be compensated only for those services and tasks which have been rendered by Operator to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City shall operate to prohibit or otherwise restrict City's ability to suspend this Agreement as provided herein.
(d) No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. (e) The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies
available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:

1. Upon written notice to Operator, the City may immediately terminate this Agreement in whole or in part;

2. Upon written notice to Operator, the City may extend the time of performance;

3. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Operator's breach of the Agreement or to terminate the Agreement; or

4. The City may exercise any other available and lawful right or remedy.

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5. Operator shall be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City's exercise of its remedies under this Agreement.
(f) In the event City is in breach of this Agreement, Operator's sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Operator under this Agreement for completed services and tasks. In no event shall Operator be entitled to receive more than the amount that would be paid to Operator for the full performance of the services required by this Agreement.
(g) No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

27. Annual Review of Services
Annually, at the initiation of either party, the parties chill meet and confer regarding terms and conditions of this Agreement.

28. Notices
Any notice hereunder shall be deemed sufficient if given by one party to the other in writing and either delivered in person, transmitted by telecopy or other telecommunications mechanism, or deposited in the United States mail in a sealed envelope, certified and with postage and postal charges prepaid, and addressed as follows:

If to Operator:

Liberty Utilities (Park Water) Corp.
9750 Washburn Road
Downey, CA 90241
Telephone: (800) 757-5987
Email: [email protected]
If to Bell Gardens: Chau Vu or her successor
Director of Public Works
8327 South Garfield Avenue
Bell Gardens, CA 90201
Telephone: (562) 806-7770
Fax: (562) 806-7789
Email: [email protected]
or to such other address or person as either party shall have last designated by such notice to the other party. The effective date of such notice shall be the earlier of the

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date of actual receipt or three days following deposit in the United States mail.

29. Entire Agreement
This Contract Agreement and the enclosures hereto and exhibits identified herein contain the entire agreement between the parties with respect to the subject matter hereof, and any agreements or representations respecting the subject matter hereof or the duties of either partying relation thereto, which agreements and representations are not expressly set forth in this Agreement, are null and void. The parties hereto represent and warrant, each to the other, that they have relied on no statements, representations, or agreements by or with the other, or agents thereof, other than as contained herein.

30. Amendments; Waivers
This Contract Agreement may be amended only by an agreement in writing between Bell Gardens and Operator. No waiver of any provision of, nor any consent to any exception to the terms of this Contract Agreement, shall be effective unless in writing and signed by the party to be bound and then only for the specific purpose, extent, and instance so provided.

31. Waiver
No failure on the part of any party to exercise or any delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

32. Counterparts
This Contract Agreement may be executed by facsimile signature and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

33. Severability
Any provision of this Contract Agreement that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provision shall remain in full force and effect, provided that the essential terms and conditions of this Contract Agreement for both parties remain valid, binding, and enforceable. To the extent permitted by applicable law, Bell Gardens and the Operator, to the same extent, waive any provision of law that renders any provision hereof prohibited or unenforceable in any respect.

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F. is Ci A e
Bbl

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k � Liberty Utilities (Park Water) Corp.

May 28,, 2020

Table of Contents

COVER LETTER

TECHNICAL PROPOSAL
Company Overview
Liberty Operations
Contract Operations Qualifications
Project Understanding
Project Approach
Project Work Plan
Project Organization Structure & Staffing Plan
Project Options

FEE PROPOSAL
Proposed Annual Service Fee
Projected Annual Service Fee Savings from Project Option 1-3 Extraordinary Services
Billing Rates Schedule
2 Confiden
at

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Section

CO R LEI IER
Confidential

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Ms. Chau Vu
Director of Public Works
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Proposal for Maintenance and Operation of the City of Bell Gardens Water System
Dear Ms. Vu:

Liberty Utilities (Park Water) Corp. ("Liberty" or the "Company") appreciates the opportunity to submit our response to the City of Bell Gardens' ("City") Request for Bids for the Maintenance and Operation of the City Owned Water System ("RFP"). The proposal presented herein demonstrates Liberty's qualifications and approach to perform the services outlined in the RFP and expresses our commitment to provide safe and reliable water service to the Bell Gardens community.

Liberty has a long and successful history of providing potable water and recycled water services to communities in the Southeast Los Angeles area. The Company knows the City's water system ("City System") well —having owned and operated the City System until it was sold to the City in 1991 —and is excited about the opportunity to serve Sell Gardens residents and businesses again.

The Proposal presented herein details why Liberty is the best firm with a proven solution to continue to deliver the greatest value to the City and the local community. The Company is committed to continue to be the City's business partner and build on the relationships, transparency and trust demonstrated over the past five years. Summarized below are the key reasons for selecting Liberty.
w Uninterrupted Quality Service. Since February of 2015, Liberty has demonstrated quality, reliable and proven ability to ensure excellent service for the City of Bell Gardens.

Liberty has the developed a deep understanding of the needs of the City System operations. If selected to continue our business partnership, Liberty will continue to provide excellent customer care from our local office, which your residents have become familiar as an accessible and dependable location to visit for all of their needs. • Customer Focus. The Company is committed to delivering best -in -class customer service, including providing City customers multiple payment options, phone and on-line access to account information, and the ability to speak with a Liberty representative 2417. • Integrated Project Team. Liberty has formed a single integrated team of local managers and staff that will be responsible for both the transition and operations phases of the project. This team has an extensive history of working together and is committed to delivering a successful project.
w Proven and Effective Work Plan. Building on the Company's extensive operations expertise and experience in Southeast Los Angeles area, Liberty has developed and ready to implement a proven and effective project work plan. This work plan will ensure full compliance with laws and regulations and incorporate industry best practices. • Unparalleled Water Utility Expertise. Liberty has over seventy-five years of experience in water utility management, operations, and maintenance. Our team is professionally trained and possesses all the required qualifications and certifications to deliver exceptional and reliable water service to the City and City customers. Moreover, the City will be able to draw upon Liberty's utility and business expertise to assist in meeting current and future challenges.
4 Confidential

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Cover Letter
• Creative Value Adding Project Options. Liberty's proposal offers a number of project options for consideration by the City. These project options will provide immediate and long-term value to the City and City customers, improve operational reliability and efficiency, and promote best industry practices.

Liberty hereby provides a proposal guarantee equal to 10% of Liberty's total bid amount if Liberty is awarded the contract and fails to execute the contract and provide the required insurance documents set forth in those documents.

Further, Liberty hereby discloses to the best of its knowledge that none of its officers or employees maintain a personal, professional or financial relationship with officer or employee of the City.

Again, Liberty is excited about this opportunity to provide water service to the City and support the City in addressing the City System's current and future challenges. Thank you for your consideration, and please contact Frank Heldman if you need additional information or clarification.

Sincerely,
Chris Aiario, PhD,
President, California
Water System Corparate Contact
Frank M. Heldman, MAOL
Director, Operations
Water System Project Manager
5 Confidential

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Section II

TECHNICAL PROPOSAL
6 Confidential

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Company Overview
Liberty Utilities (Park Water) Corp. ("Liberty" or the "Company") is a public water utility regulated by the California Public Utilities Commission ("CPUC") and the State Water Resources Control Board ("SWRCB").

Liberty was formed and incorporated in the State of California as a public water system in 1937 and has been providing water services in the Southern Los Angeles County region for over 80 years. Three non-contiguous public water systems currently comprise Liberty's operations—Compton/Willowbrook, Lynwood/Rancho Dominguez, and Bellflower/Norwalk-- and collectively serve 29,400 connections along the east/west Interstate 105 corridor ("Liberty System").

Figure 1: Utility Statistics for Liberty System
Population
Size (square miles)
Total Connections
Miles of Main
Average Age of Pipelines (years)
Operating Wells (excluding standby wells)
interconnections
Production Capacity (GPM)
Storage Capacity
Hydrants
Valves
131,000
11 29,444
260
52 8
16 41,386

2.6 1,800
4944
Liberty manages and operates its three water systems as a single integrated operations from its Downey headquarters and operations yard.

Liberty also owns and operates two other public water systems in California. Acquired in 1987, the Apple Valley Water System began providing water service in 1945 and currently serves 20,600 connections in and around the Town of Apple Valley in San Bernardino County.

The service territory is 51 square miles with a population of 61,700 people. Apple Valley serves approximately 80% of the population in this high desert, commuter, and retirement town. Acquired in June 2019, the La Canada Water System began providing water in 1962 and currently serves 700 connections to a portion of the City of La Canada Flintridge in Los Angeles County. The service territory is 0.8 square miles with a population of 2,200 people.

Liberty's parent company is Algonquin Power & Utilities Corp. ("APUC"). Through its two business groups, APUC owns and operates a diversified portfolio of North American rate - regulated electricity, natural gas, and water utility distribution businesses and non -regulated clean energy generation facilities. APUC trades on the Toronto Stock Exchange and the New York Stock Exchange under the symbol AQN.

Liberty is committed to community engagement and responsible corporate citizenship. The Company's local operations are very active in the community —providing annual contributions to a number of local community based organizations —and engage regularly with local elected officials, city administrators, and other key community stakeholders. As part of the Company's efforts on corporate responsibility, Liberty publishes an annual Sustainability Report, which highlights some of the many achievements in socially responsible practices across all of its business activities.

Liberty has maintained a successful Utility Supplier Diversity Program for the last fifteen years. Liberty has actively sought and successfully developed ongoing business relationships with talented minority- and women -owned businesses, as well as enterprises led by disabled 7 Confidential

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veterans. Liberty continues to focus on expanding and strengthening the Company's relationships with diverse suppliers and increase its business with them.

Liberty Operations
Liberty's service territory in Southeast. Los Angeles is divided into three separate water systems: Compton/Willowbrook (Compton West), Lynwood/Rancho Dominguez (Compton East) and Bellflower/Norwalk.

Figure 2: Liberty Service Territory
Los Angeles
LA X.

Liberty's customers are predominantly residential, representing 91% of total connections and 69% of revenue. The Company's commercial customers are highly diversified with no single customer exceeding 5% of total revenues.

Liberty's water supply is sourced through a combination of purchased imported water (15%), Central Basin groundwater (82%) and purchased recycled water (3%). The Company manages a diverse portfolio of Central Basin owned and leased water rights, including 1,000 acre-feet ("AF") of owned water rights, 5,000 AF of long-term leased water rights, and approximately 1,000 AF of annual leased water rights.

Liberty's operations are highly automated. Water production, treatment, distribution, and storage are monitored and controlled remotely through a supervisory control and data acquisition system ('SCADA"). Pressure, flow, and disinfectant and fluoride concentrations are monitored constantly through SCADA. If levels fall outside of normal operating ranges, alarms are sent to Liberty's communications center and, after normal business hours, directly to on -call operations personnel. SCADA also controls flow at certain well and reservoir sites.

Liberty has converted its customer meters to Automatic Meter Reading ("AMR") and will be migrating all customer meters to Advanced Meter Infrastructure ("AMI") over the next several years.

Contract Operations Qualifications
Liberty has been providing commercial operations and maintenance services in the Southeast Los Angeles area for over 25 years, using Liberty's experienced and certified personnel, communication systems, vehicles, equipment, and facilities to provide a range of utility management, operations, and maintenance services.

Liberty successfully completed multiple operations and maintenance contracts with Central Basin Municipal Water District from 1992 to 2017, serving as the contract operator of the 8 Confidential

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Century Recycled Water System and Rio Hondo Recycled Water System located in the East Los Angeles County area.

Project Understanding
The City has issued an RFP with the intent to retain a qualified and experienced contractor to operate and maintain the City's Water System ("City System") for a period of five years.

The City System serves 1,650 metered and primarily residential customers, approximately 30% of the northerly area of the City. The City System also serves a small number of commercial and industrial customers, the City Hall, the Police Station, the County Fire Station, and the Library.

The City System has two primary sources of water. The first is Well No. 1 (drilled in 1996), which is equipped with a variable speed pump and a maximum production capacity of 3,000 gallons per minute. The second is a Metropolitan Water District of Southem California Imported water connection, which has a production capacity of 7.5 cubic feet per second. The Imported water connection also has the capacity to serve as a backup source of supply to Well No. 1.

The City System has another inactive water source, Well No. 3F, which has been out of service since 1997. To reduce its imported water purchases, the City is considering using an interest - free loan from the Water Replenishment District to bring Well No. 3F back into service by installing wellhead treatment for manganese.

The City owns 1,941 acre-feet of adjudicated pumping rights in the Central Basin aquifer. In 2013, Well No. 1 and the imported water connection delivered a combined 1,228 AF of water, 248 acre-feet of which was purchased imported water that was needed to meet system pressure requirements.

The City owns approximately 13 miles of distribution system pipelines, ranging in diameter from 4 inch to 14 inch. While the City has replaced several water mains since 1992, most of the distribution system was installed in the 1940s. Approximately 40% of the distribution system is cast iron with the balance consisting of asbestos cement (25%), PVC (13%), and ductile iron (22%). The RFP notes that the distribution system is generally leak -free.

Project Approach
As the incumbent operator, Liberty is committed to continuing to provide the professionalism, resources, and expertise that underpinned its successful operations of the City System over the last five years and that will ensure Liberty's continued successful performance of the routine and ordinary operations and maintenance services ("Routine/Ordinary Operations and Maintenance Services") and additional services ("Extraordinary Services") outlined in the RFP for the next five years.

Moreover, Liberty will continue to bring the same high level of commitment and professionalism to the operations of the City System that underpin its successful utility operations in Southern California.

Project Work Plan
If selected, Liberty plans to continue to use its current project work plan for the City System.

This work plan has proven successful in delivering (I) timely and effective project performance and delivery of Routine/Ordinary Operations and Maintenance Services; (II) compliance with all laws and regulations, industry standards, and the Company's system operations practices and procedures; and (iii) timely response to all City requests for Extraordinary Services to address City System concerns or issues.

The Company will continue to use its Downey -based Liberty organization, staff, vehicles, equipment and facilities —supported by qualified and trusted subcontractors and utility vendors —to perform all Routine/Ordinary Operations and Maintenance Services and Extra Ordinary Services.
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Project Management
Frank Heldman, Liberty's Director of Operations, will serve as the Corporate Contact and the Company's primary liaison to the City. Mr. Heldman will be responsible for the Company's overall project performance and client satisfaction. To ensure that Liberty is meeting the City's expectations, Mr. Heldman will contact the City quarterly to review performance and discuss the City's concerns or issues.

James Elliott, Liberty's Chief Engineer, will serve as the Project Manager. Mr. Elliott will be responsible for the project's start-up and performance, project records, accounting and invoicing, and contract compliance. He will also prepare and submit to the City a Monthly Report on the City System operations in the format set forth in the RFP.

Figure 3: Management Team Overview
Frank Director,
Heldman Operations
Vanessa Water Quality
Lumley Specialist
Brett Supervisor,
Ommen Distribution
Operations
35 17
11 SWRCB Water Distribution Operator
Grade 5
SWRCB Water Treatment Operator
Grade 4
Responsible for Water Distribution,
Field Services, and Production
groups.
10 years of experience in the public
sector working for municipal water
systems
24 years in the private sector
working for regulated utilities.

SWRCB Water Treatment Operator
Grade 2
SWRCB Water Distribution Operator
Grade 2
CWEA Laboratory Analyst Grade 1
Certificate #1308218331
Recycled, Agricultural and Raw
Water use Supervisor Certificate
#1039
M.S. Chemical Engineering and B.S
Chemical Engineering
Oversees the compliance program of
the California water systems. She is
the internal water quality subject
matter expert supporting the
operations and engineering
departments
SWRCB Water Distribution Operator
Grade 5
SWRCB Water Treatment Operator
Grade 2
B.S. Business Management- Cal
State University Long Beach
Coordinates the day -to- day work
activities of the Distribution
Department. This includes the
10 Confidential

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Gabriel Supervisor,
Gomez Production
Operations
26 Armando Supervisor, Field 14
Gonzalez Service Operations
Paul Kim Cross Connection 30
Specialist
Amy Ellison Manager, Customer 30
Service
operation, repair, and system
maintenance of water mains,
services, and fire hydrants.
• SWRCB Water Distribution Operator
Grade 4
• SWRCB Water Treatment Operator
Grade 2
• AWWA Cross Connection Specialist
• Coordinates the day-to-day work
activities of the Production
Department, including the operation,
repair, and maintenance of domestic
water production facilities. A special
emphasis on preventive maintenance
programs for all the water treatment
facilities, storage reservoirs, booster
stations, water quality sampling.
• SWRCB Water Distribution Operator
Grade 4
• SWRCB Water Treatment Operator
Grade 2
Coordinates the day-to-day work
activities of meter reading, field
customer service, transportation,
and warehouse. Other duties include
maintaining a meter -aging program
and meter testing.
• SWRCB Water Distribution Operator
Grade 4
• SWRCB Water Treatment Operator
Grade 2
Responsible for executing cross
connection control program for
potable water systems including
documenting that customers perform
annual cross connection device
testing. Other duties include site
inspections to determine presence of
potential cross -connection control
hazards. Also coordinates the annual
and four-year recycled water
inspections.
• B.A. Business Administration, Cal
State Long Beach
Responsible for leading the Customer
Service, Billing and Collections, and
Dispatch teams.
• She joined Liberty in 2012 and has
over 30 years of business and
customer service experience in the
water and telecommunications
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Esperanza Supervisor,
Castaneda Customer Service
8 Alison Vai Senior Manager, 14
Communications
Sarah Rae Manager,
Conservation
Sharon Director, Legal
Yang Services
4 16
industries, as well as a background
in municipal finance
• Responsible for all day to day
operations in the Customer Service
Department. In her current role she
oversees a staff of six Customer
Service Representatives.
• Her responsibilities include training,
system testing, and process
documentation and implementation.
• M.Ed. Non -Profit Leadership,
Belmont University
• B.S. Business Administration &
Marketing
• Responsible for Liberty's community
outreach efforts, building and
strengthening community
relationships, organizing volunteers
for Liberty Day events, public
relations, and managing website and
social media updates,
• B.A. Environmental Science and
Policy, California State University,
Long Beach
AWWA Water Use Efficiency
Practitioner Grade 1
Oversees development and
implementation of water use
efficiency programs for the
residential, commercial, institutional,
and industrial sectors. She is
responsible for program
management, outreach and
education, legislation, and reporting
to the State Water Resources Control
Board and California Public Utilities
Commission. She has an extensive
background in water conservation
and drought tolerant landscapes
• ID., Georgetown University Law
Center
• A.B ., Harvard University
• Seasoned regulatory and commercial
litigator with extensive in- house
experience representing investor-
owned utilities before the California
Public Utilities Commission (CPUC)
and state and federal legislative
bodies. Ms. Yang has handled
numerous CPUC proceedings from
inception to implementation and has
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comprehensive knowledge about
CPUC rules of practice and procedure
Gabriel Gomez, Liberty's Operations Superintendent, will serve as the Project Superintendent and Chief Operator of the City System. Mr. Gomez will be responsible for all operations and maintenance activities for the City System —including maintaining a City -approved safety and water system operations training program —and, above all, ensuring the delivery of high quality and reliable water service to City customers. He will also be responsible for water quality compliance activities and the cross -connection backflow prevention program, Amy Ellison will manage and oversee the Bell Gardens Office. She will be responsible for supervising the Customer Service staff, communicating and working directly with City customers that may require special assistance, and ensuring timely and professional responses to all customer inquiries and requests.

Armando Gonzalez will supervise the Field Service personnel assigned to service calls and meter reading. He will also manage meter reading data for data upload to the Company's customer information system during the customer billing cycle.

Operations and Maintenance. Lorenzo Mendoza will serve as the Assistant Chief Operator for the City System and the Project Foreperson. Mr. Mendoza Is bilingual and will be responsible for supervision and performance of the day-to-day operations and maintenance activities, ensuring at a minimum one field staff person on duty is bilingual, and maintaining a safe work environment.

Under the direction of the Project Foreperson, Liberty field operations personnel will operate, maintain, and monitor the City System, respond to all after-hours emergency calls twenty-four hours a day, 365 days a year, and perform the following operations and maintenance duties:
• Check operation of well(s) daily
• Check pumping levels and document operational parameters daily • Check chlorination system daily
• Check operation of MWD connection daily
• Perform minor facility and equipment repairs as needed • Maintain the grounds of the well and MWD connection sites as needed • Visually inspect all water main alignments bimonthly
• Operate and exercise 150 system valves and 125 fire hydrant lateral valves annually • Respond to underground service alerts as needed
• Flush the City System as needed
• Respond to after-hours emergency calls as needed
• Repair and replace system facilities and equipment as needed (Extra Ordinary Services) Customer Service & Billing. Liberty will set up and maintain a Customer Service Office in the City System service area with local telephone number ("Bell Gardens Office"), staffed with qualified, bilingual customer service personnel Monday through Friday, 8:00 AM to 5:00 PM (except City holidays).

Erika Garcia will serve as the Project Customer Service Lead for the Bell Gardens Office. Ms.

Garcia is bilingual and will be responsible for supervision and performance of the day-to-day customer service activities, ensuring all customer service staff is bilingual and maintaining a safe work environment.

The Bell Gardens Office personnel will serve City customers during regular business hours and perform the following customer service duties:
• Respond to customer inquiries via telephone or in person and dispatch operations staff as needed to respond to customer inquiries or requests
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• Process customer payments
• Deposit receipts into the City's bank account daily
• Process customer applications to establish or terminate service • Maintain customer service and customer accounting records and customer communications log regarding billing and usage
The Bell Gardens Office personnel will also manage and pursue collections of delinquent customer accounts, performing the following duties:
• Collect delinquent customer payments and/or shut-off/lock-off service in accordance with City rules
• Process Delinquent Listing Report on 35th day of billing period and perform collection of delinquent customer payments as needed and in accordance with City Rules • Mail second bill (payable 10 days) for all delinquent customer accounts (35 days past due) • Coordinate with field service personnel for hand delivery of third and final bill (payable 7 days) for delinquent customer accounts (45 days past due) • Subject to City approval, coordinate with field service personnel to shut-off and lock -off service for delinquent customer accounts (52 days past due) Liberty's Field Service staff will perform the following meter reading and service call duties:
• Read 1,650 meters bimonthly
• Upload meter read data into the Company's customer information system and bill customers bimonthly using third party vendor
• Replace non -working meters as -needed (extra ordinary service) • Turn -on, turn-off, and shut-off/lock services as needed • Respond to other customer service requests as -needed Customer Care. The Company prides itself on establishing an innovative and industry leading customer care program. As part of Liberty, City customers will have access to a range of exceptional customer care services in addition to the in -person services that will be offered at the Bell Gardens Office.

Liberty will provide City customers a number of automated services through its 24/7 Interactive Voice Recognition ("IVR") phone system, including access to their account information and account balances, bill payment and payment arrangement options, office hours and directions and conservation tips.

While City customers always will have the option of paying their bills in person at the Bell Gardens Office (cash, check or money order) or by mail, they will have access to several additional bill payment options as part of Liberty.

Figure 4: Additional Customer Payment Options
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Pay with cash at local pay stations located at 7- Pay over the phone using the Company's IVR 11 convenience stores in the City of Bell system with a credit or debit card, or electronic Gardens and throughout Southern California check
using the PayNearMe service.

Pay on-line through Park Water's website using Pay through Easy Pay service, which deducts a credit card or debit card, or electronic check the payment amount from customers' bank account automatically
One of the Company most innovative customer care services is the PayNearMe service, which will allow City customers to pay their bills in cash at any 7 -Eleven store in the country. All that is required to use this service is a PayNearMe PayCode, which is scanned by the store attendant to complete the payment process. Customers will also receive a receipt confirming payment.

Figure 8 on the next page provides a map showing several 7 -Eleven stores conveniently located in or near Bell Gardens.

The Company offers several services for customer with special needs, including the following:
• Language Translation - Liberty will provide an interpreter, if needed, to answer questions by phone in languages other than English and Spanish.
• Large Print Bills - The Company will provide large print bills for visually impaired customers • Priority Customer Designation - Liberty will designate customers who depend on a kidney dialysis machine or other life sustaining equipment that require water a Priority Customer to ensure that the special water needs of these customers are met. • Third Party Notification - The Company will provide a copy of reminder notices and disconnect notices to the third party designated by the customer. It is a way of providing a friendly reminder that a bill is due to a third party. This service is particularly useful for elderly and disabled customers.
• TTY/I ID - Liberty provides a relay service operator for hearing unpaired customers.

Figure 8: PayNearMe Locations Map
Project Organizational Structure & Staffing Plan
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Liberty has designed the project's organizational structure to optimize the City System operations by leveraging the Company's extensive organizational capabilities, potable water experience and expertise, and its network of subcontractors and vendors.

Liberty's staffing plan will ensure that the Company will be able to maintain sufficient staffing levels of qualified personnel at all times to perform Routine/Ordinary Operations and Maintenance Services, respond 24/7 to after-hours emergency situations and perform Extraordinary Services as needed,
Figures 3 details Liberty's management team and operations staff —which comprises 40 employees —that will be responsible for the Bell Carden System. Figure 4 below is a table of Liberty's key management personnel.

Figure 5r Liberty Organization Chart
Chris Alario
President
Sr.

En
y Ellison
anager
er Service:

Customer
Service
(9}
Conservation=
11}
Elliott
tanager
rreering
Figure 6; Liberty's Key Manager
Frank Heldman
Director
perations
t Personnel
Alison Val
Manager
Commanications
Environmental,
ty & Health
Name
Position
Experience
(Years)
Frank Heldman
Vanessa Lumley
Brett ornren
Gabriel Gomez
Armando Gonzalez
Paul Kim,
Army Ellison
Esperanza Castaneda
Alison Val
Sarah Rae
Director, Operations
Water Quality Specialist
Operations Supervisor, Distribution
Operations Supervisor, Production
Operations Supervisor, Field services.

Cross Connection Specialist
Manager, Customer r Service
Supervisor, Customer Service
8 14
4 Senior Manager, Correnunications
Manager, Conservation
34 17
9 24
16 Confidential

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Project Options
Liberty has developed a number of creative, value -adding project options for the City's consideration.

Option 1: Alternative Customer Service Office Location
As an alternative to the RFP requirement to establish a new customer service office in the City System's service area, Liberty proposes utilizing its existing customer service office located in the City of Downey ("Downey Office"). The Downey Office is a full -service customer service operation —capable of providing the same level of customer service to the City customers at a significantly lower expense —and is located approximately 4.8 miles from the City System's service area. In fact, City customers regularly traveled to the Company's Downey Office to conduct water business and pay bills prior to the City's acquisition in 1991.

The projected Annual Service Fee Savings in the first year of the contract is $77,000.

Liberty considers this project option a reasonable alternative given the Downey Office's close proximity to City System's service area and the enhanced customer care services offered by the Company, notably the PayNearMe service and other automated services and bill payment options described above.

Figure 7: Driving Route to Downey Office Map
_ti tte r . fit,
Piro
City tete
Park Water
Area
7-11 lancnttmna
Boll Gardena
nice Area
Option 2: Alternative Preventive Maintenance Cycle
As an alternative to the RFP requirement to operate system valves and fire hydrant lateral valves on annual basis, the Company proposes that the City consider utilizing a three-year cycle for valve turning. Liberty's preventive maintenance practice for its water systems is to utilize a three-year cycle to operate system valves and fire hydrant lateral valves. The three- year cycle is an industry best practice and has proven to be a very efficient and an effective approach to maintain these key system facilities. The projected Annual Service Fee Savings in the first year of the contract is $27,000.

Option 3: SCADA Utilization
The SCADA system installed during the last contract allows for 24/7 remote access and monitoring. Liberty recommends continuing to utilize this improvement to the City System to monitor the system four of the seven days per week remotely. Liberty will monitor Well No. 1 and the MWD Connection sites to its existing SCADA network. This allows Liberty staff to monitor remotely both of these sites on a 24 -hour basis and provide an alarm system for 17 Confidential

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problems at the sites related to abnormal system pressure, pumping failure, etc. Moreover, SCADA allows the Company to reduce the number of weekly site visits from seven to three on average. Liberty has demonstrated that this approach is proven and successful under the current contract, providing annual costs savings to the City. Liberty recommends continuing with this proven and efficient alternative to allow the City to continue to recognize annual cost savings. The projected Annual Service Fee Savings in the first year of the contract is $23, 000.

Option 4: Additional Utility Operations Services
Liberty possesses the experience, qualifications, and capabilities to provide a range of additional utility operations services to the City including but not limited to the following:
• Water operations best practice and system and water supply optimization strategies ■ Water conservation programs
■ Billing and collection best practices to maximize revenue collection ■ Rate design and stabilization strategies, including design of a subsidy program for low- income customers
Option 5: Asset Management Services
A major component of Liberty's business strategy is to address the capital needs of its aging water systems by becoming a more efficient and effective asset manager. Installed between the 1950s and 1970s, large portions of Liberty's utility infrastructure in California — particularly the distribution systems —require an on -going rehabilitation and replacement program. With its enhanced asset management capabilities, the Company has been able to expand significantly its capital investment over the last decade. Liberty has the capabilities and expertise to provide the City a range of asset management services, from multi -year capital planning and improvements and infrastructure replacement strategies to capital financing alternatives, including long-term concession of the City System.

Option 6: NPDES Permit Application
Liberty possesses the experience, qualifications, and capabilities to assist the City in complying with the new statewide requirements for a National Pollution Discharge Elimination Program ("NPDES") permit, including assisting the City in the preparation and submission of the application to the California Regional Water Quality Control Board for new statewide National Pollution Discharge Elimination Program ("NPDES") permit. 18 Confidential

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Liberty Utilities (Park Water) Corp.

May 28, 2020

Table of Contents
I. COVER LETTER

II, TECHNICAL PROPOSAL
Company Overview
Liberty Operations
Contract Operations Qualifications
Project Understanding
Project Approach
Project Work Plan
Project Organization Structure & Staffing Plan
Project Options

FEE PROPOSAL
Proposed Annual Service Fee
Projected Annual Service Fee Savings from Project Option 1-3 Extraordinary Services
Billing Rates Schedule
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Section III

FEE PROPOSAL
Confidential

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Fee Proposal
les
Proposed Annual Service Fee
Liberty proposed Annual Service Fee —detailed below in Figure 8 —was prepared in conformance with all RFP requirements --including the scope of work —and other pertinent information provided in the RFP.

The proposed Annual Service Fee is estimated on a 12 -month basis and includes all expenses and materials required to perform the Routine/Ordinary Operations and Maintenance Services defined in the RFP.

Figure 8: Proposed Annual Service Fee
Description
Project Management
Operations & Maintenance
Customer Service
Customer Service Office
Total - Proposed Annual Service Fee
Less: Project Soho
Prole
i.e s° Project 0
Alternative C . torn ei-vtice Office tex tion
Alt tttrt rfvventiet Gt rnterlarice Cycle
oil3 SCaDa antiiatitiio
To tai _ Projected Annual Service Fee Savings (Project Options 28,000
138,000
120,000
77,000
6,000
Total Proposed Adjusted Annual Service Fee (includes Project Options 1-3) (3) Proposed Annual Service Fee includes an annual allocation of 52 responses (104 labor hours) for underground service alerts (2) Proposed Annual Service Feeincludes an annual allocation of 450 labor hours for tum-ons, turn-offs, lock -offs. & responses to customer calls (3) Proposed Annual Service Fee excludes purchased water, purchased power, cherrecals and water testing lab expenses Projected Annual Service Fee Savings from Project Options 1-3 In the Technical Proposal, Liberty has identified, described, and quantified the projected Annual Service Fee Savings from Project Options 1-3. These three Project Options were calculated on a 12 -month basis and are projected to reduce the proposed Annual Service Fee by 35% on a combined basis. If all three Options are accepted by the City, Liberty projects a total Annual Service Fee Savings of $127,000 as detailed above in Figure 8.

Extraordinary Services
Liberty's proposed Annual Service Fee does not include any expenses or materials to perform the Extraordinary Services defined in the RFP, as pursuant to the RFP these services will be compensated on a time and material basis and separate from the Annual Service Fee.

Billing Rates Schedule
Liberty has prepared its proposed Billing Rates Schedule to conform to and satisfy all RFP requirements. The proposed Billing Rates Schedule listed in Figure 9 below shows the hourly rate by position and includes all direct and overhead expenses. 20 Confidential'

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Fee Proposal
Figure 9: Billing Rates Schedule
Position
Regular Double
Time Overtime Overtime
Project Manager
CIS Programmer
GIS Coordinator
Project Supervise
Project Supervise (Fie Id Service)
Safety Manager
Civil Engineer
Project Foreperson
Project Supervisor (Customer Service)
Cross Connection Control Specialist
Senior Accountant
Facilities Specialist
Project Customer Service Lead
Production Technician
Utility Serviceperson
Customer Service Representative
Project Assistant
Engineering Assistant
$195
$193
$166
$162
$152
$132
$126
$107
$105
$100
$99
$96
$92
$90 $106 $122
$83 $98 $113
$81
$75
$41
20 Confidential

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21 Confidential

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EXHIBIT "B"
MAY 2025 EXTENSION LETTER
5

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May 30, 2025
To:

Bernardo lniguez
Director of Public Works/Facilities
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Water System Operation and Maintenance Contract Agreement Extension Dear Mr. lniguez,
Liberty Utilities (Park Water) Corp. respectfully offers a three-month extension of the services currently being provided to the City of Bell Gardens, as outlined in the original contract dated June 22, 2020. A copy of the original contract is attached as Exhibit A.

The scope of work, terms, and conditions will remain unchanged during the extension period. However, due to the escalation of labor and non -labor rates, we propose a 27.5% increase in the contract amount. This adjustment is based on the escalation rate estimates provided by the Public Advocates Office, as detailed in Exhibit B.

As a result, the monthly compensation for providing Basic Customer Services will increase from $19,666.67 to $25,075.00. Additional charges for extra ordinary work will he charged at the current cost and labor rates,
if approved, the three-month extension will commence on July 1, 2025, and expire on September 30, 2025.

We look forward to continuing to provide the City of Bell Gardens with our services and appreciate your consideration of this offer.

Sincerely,
Ken Pfister
Director ofOperations
Liberty Utilities (Park Water) Corp.

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"Exhibit A"

WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT BETWEEN THE CITY OF BELL GARDENS AND Liberty Utilities (Park Water) Corp.

THIS CITY WATER SYSTEM OPERATION AND MAINTENANCE CONTRACT AGREEMENT (this "Agreement") is made and entered into as of the 22 day of June 2020, by and between two parties namely the CITY OF BELL GARDENS, a California municipal corporation (hereinafter referred to as "Bell Gardens" or "City"), and Liberty Utilities (Park Water) Corp. , a California corporation (hereinafter referred to as "the Operator").

Effective Date: June 22.2020

B. Bell Gardens is a municipal corporation which owns a public water system in a part of the City known as the City Water System shown on Exhibit A (hereinafter referred to as the "Area of Service").

C. The City is in need of an Operator of the City Water System and intends to rerAin the Operator for the Operator to provide the services herein stated to the City Water System and its Customers within the Area of Service for the term of this Contract Agreement.

NOW THEREFORE, for and in consideration of the foregoing recitals, and for other good, valuable and sufficient consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Operator agree as follows:
1 Scope of Work
Subject to the terms and conditions of this Agreement, Operator agrees to provide the services and tasks described in that certain Request for Proposals of City entitled "City of Bell Gardens Request for Proposals Contract Documents and Specifications for Maintenance and Operations of City -Owned Water System Contract in the City of Bell Gardens" issued April 22, 2020, (hereinafter, "City RFP") and the written proposal of Operator entitled "Proposal for Maintenance and Operation of the City of Bell Gardens Water System" (hereinafter, the "Operator Proposal") dated May 28, 2020. The City RFP and the Operator Proposal are attached and incorporated hereto as Exhibit "B" and "C" respectively. The term "Scope of Work" shall be a collective reference to the City RFP and the Operator Proposal. The capitalized tern "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled City RFP and the provisions of the document entitled Operator Proposal, the requirements of the document entitled City RFP shall

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Thereafter, the valves are to be checked and exercised tri-annually.

Operator is to report therein to the City at the minimum of monthly.

Exhibit D herein is a suggested form of Operator's monthly report to the City Director of Public Works (DPW).

Operator is not to encourage the presence of pigeons. Operator is to see that no pigeon or similar birds and small animals/rodents enter the Well Building.

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(iii) Operator is to operate and maintain the Metropolitan Water District (MWD) connection Cen B -31B for imported water located at the Northwest corner of the intersection of Garfield Avenue and Randolph Street and report at a minimum of monthly on its image to the City. The present manner of serving water to the customers of the City Water System is to operate the Well No. 1 as much as possible and limit the use of import water. Operator agrees to run CB -31 (Central Basin Municipal Water District) import connection once a week to verify it is functional and available. Should Operator have the plan and ability to change this schedule to efficiently use well water in place of MWD water, such plan is encouraged and should be discussed with the City prior to implementing such a plan.
(iv) The operation of the SCADA shall be monitored by Operator daily and reported thereon to the City as needed. There may be an observe -only screen located in the City's Public Water Office for informational purposes only. All SCADA equipment is to be owned by the City.

Operator is to terminate services when bills are unpaid. The water bill format is to be agreed upon between the City and Operator.

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Bills shall be in the name "CITY OF BELL GARDENS" thereon with all other needed information for Operator to bill and collect for service.

All monies collected by Operator shall be deposited daily in a designated City of Bell Gardens Bank Account. At Operator's call center, service personnel shell be available in person and other means to institute new customer services, terminate service, explain bills, and perform special meter readings as needed. Operator is to investigate unusual bills for customers and perform special meter readings for customers.
()
Operator is to be aware of Chapter 11.02 of the City Municipal Code, which provides rules and regulations for guidance of the operation of the City Water System along with water rates to be used in billing customers.
(ix) Operator will be responsible for operation of Water Well No. 1, MWD connection CenB-31B, and related facilities at the locations set forth in Exhibit A, including, at a minimum, chlorination for water sanitation treatment and the taking of water quality sampling consisting of chlorine residuals, pH, bacteriological, general physical samples as specified in the Total Coliform Rule. Operator will conduct quarterly THM and HAAS sampling, monthly TC/HPC for Well, and Annual (full VOC) for Well No. 1. Records shall be daily maintained of production of the Well No. 1, usage, MWD water supplies, hours of operations, chlorine usage, and chlorine residual in the Water System and at the Well No. 1 (x) Operator will provide customer office services, including, without limitation, preparation and filing of water production and water quality reports with the State of California Water System Regulating Agency, the Water Replenishment District of Southern California (WRD) and the Central Basin Water Master (CBWM) in accordance with the

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provisions of California law on behalf of the City; obtaining all permits and making all filings required in connection with providing the Basic Customer Services as set forth herein; preparation of monthly customer information reports, including daily bank deposit balances during the month; reconciliation of balancing differences; listing of 'customer accounts not paid within the allowed thirty-five (3 5) days and in arrears thereafter 0-30 days, 31-60 days, 61-90 days and over 90 days and of accounts sent for collections and customer accounts determined to be uncollectible; accounting services related to providing the Basic Customer Services, such as recordation of meter readings, meter book los cling and editing and maintenance of customer records in electronic format; and tracking and logging of customer complaints, including the nature of the complaint, to be reported in writing at a minimum monthly to Bell Gardens.
(xi) Operator will cooperate with Bell Gardens and its agents in connection with the exercise by Bell Gardens of its audit rights.
(xii) Operator will meet with representatives of City of Bell Gardens at the minimum of once a month or more frequently as needed or requested by the City. There shall be a meeting, at a minimum, of once a month to review activities and programs conducted since the prior meeting and to project pending activities.
) Operator will provide bi-monthly water consumption records and submit monthly water production or purchase records for each source of water to City.
(xiv) Operator shall deposit all monies collected as a result of water service billing collections under this Agreement into a City -designated bank account. All billings shall be sent by Operator by First Class U.S. Mail to every customer in an envelope with a payment return envelope. A11 payments received by Operator in connection therewith shall be deposited in the City bank account at the end of each business day. (xv) Operator will assist the City in filing and maintain a NPDES MS4 permit from the State Water Board.

2. Ordinary Services
As needed, Operator shall provide the following services designated as Ordinary Services:
(i) Where in operating the City Water System Operator becomes aware of the need for repair or replacement work, Operator will notify the Public

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Works Director and provide a written estimate of costs of repair or replacement.
(ii) Operator will repair service connection leaks or other damages to services including replacement of existing services including curb stop as authorized by the City.
(iii) Operator will repair facilities at the Water Well No. 1 Plant and at the MWD Connection, CenB-31B.
(iv) Operator will perform such other system repair work as directed by the City.
(v) All repair work done in City street/alley rights -of -way shall be done under a no -fee City Excavation Permit to standards of the City and inspection by the City. The existing street improvements shall be restored per City requirements.
(vi)
All Ordinary Service work is to be performed by Operator and/or others under the direction of Operator. All others shall be State of California - licensed contractors licensed to perform said work under the heading of Ordinary Services and shall be noticed to the City's Public Works Department Construction Inspector in advance, if possible. If the work is of an emergency nature, the City shall be notified and a City Excavation Permit taken out at the earliest time thereafter.

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(x) Operator hereby agrees to provide such Ordinary Services and collectively with the Basic Customer Services, as may be mutually agreed in writing by Operator and the City of Bell Gardens, including, without limitation, services that might be required by City of Bell Gardens, such as water main repairs and installations, service line repairs and installations, hydrant repairs and installations, meter replacement, preparation of purchase orders for repairs and capital improvements, and obtaining all permits and making all filings required in connection with providing the Ordinary Services.

3. Right to Use and Access
(i)
(u)

4. Audit Rights
Bell Gardens hereby grants to Operator and its authorized agents and representatives during the term of this Contract Agreement the right to use, and to have access to, all of the assets of the Bell Gardens Water System currently used in connection with providing the Services, including, without limitation, the water system and all books and records related thereto. Operator shall have the right to make and retain copies of such books and records during the term of this Contract Agreement, but shall be required to return all such copies within 30 days of the expiration or earlier termination of this Agreement.

Bell Gardens further agrees to provide Operator and its authorized agents and representatives during the term of this Contract Agreement access to employees and agents of Bell Gardens having information relating to the Services and to cooperate with the Operator and its authorized agents and »plc sentatives in obtaining any information reasonably necessary for providing the Services during the term of this Agreement.

5. Cooperation with Bell Gardens
Operator hereby agrees to meet at least monthly with representatives of Bell Gardens,

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7. Notification of Need to Make Repairs or Capital Improvements Operator shall prepare, on an annual basis, a list of recommended repairs or capital improvements to the water system or recommendations in connection with providing the Services, other than routine field work included in Basic Customer Services or emergency repairs made by Operator. The recommendations shall include a description of the proposed repairs or capital improvements, the purpose of and need therefore and, if requested by Bell Gardens in writing, an estimate of the costs to make such repairs or capital improvements, including the costs of engineering, construction, and administration. Operator shall, at the written request of Bell Gardens, prepare a description of such repairs or capital improvements that may be required as a result of changes in law, changes in water quality, orders of any governmental entity or damage or destruction of any portion of the water system (other than due to the negligence or willful misconduct of Operator), and an estimate of the costs thereof, other than on an annual basis. If Operator determines in the course of providing the Services that any such repairs or capital improvements are immediately required, Operator shall notify Bell Gardens orally (confirmed by email or facsimile) or in writing of the nature of the needed repairs or capital improvements and shall at the written request of Bell Gardens prepare a written estimate of the costs thereof.

8. Compensation for Ordinary Services
(i) For the period commencing July 1, 2020 and ending at June 30, 2025, the City shall compensate Operator for providing the Basic Customer Services the following amounts:
a. For the partial month of Date on the Effective Date
through date , the City shall compensate Operator
at the rate of $xxx.xx per day.
b. From July 1, 2020 through June 30, 2025 , the
City shall pay Operator $19,666.67 per month as compensation for providing the Basic Customer Services (Ordinary Services).

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()
(ii) For the period commencing at July 1, 2020 and ending at June 30.2024 ("Year 4"), and year 5 the City shall compensate Operator $19,666.67 per month ($236,000 per year) for providing the Basic Customer Services.

9. Compensation for Additional Ordinary Services
(i)
Operator will submit a detailed written invoice to the City for the completed water system work of each prior month by the 20th day of the following month in a form agreed upon by the City.
(ii) The City will review the invoice upon receipt. Upon conclusion of the invoice review and if, to the satisfaction of the City, all charges are acceptable and approved, the invoice will be processed for payment. It is typical that most invoices to the City are paid within 45 days of receipt, which is dependent on the basis that the City Council will meet two times per month. In the event that, upon its review, the City disputes any portion of a bill, the City will (a) reimburse to Operator all undisputed portions of said invoice within the approximate 45 -day time flame as detailed above, and (b) notify Operator in writing, within 15 business days of receipt of invoice, in sufficient detail to reply and address the City's concerns regarding each item and associated dollar value of any item in dispute.

10. Purchases and Payments by Bell Gardens
Bell Gardens shall be responsible for

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11. Term
The term of this Agreement 41141 be from the Effective Date, to and including June 30.2025 . Bell Gardens shall notify Operator
of its intent to commence negotiations to renew this Agreement no later than January 1, 2025

12. Standard of Care
Operator represents, acknowledges and agrees as follows:
(i) Operator shall perform all work skillfully, competently and to the highest standards applicable to the Operator's field;
(ii) Operator represents and maintains that it is drilled in the professional calling necessary to perform the Services;
(iii)Operator shall perform all work in a manner reasonably satisfactory to the City, (iv)Operator shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

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(vi)All of Operator's employees and agents (including but not limited to Operator's subContractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement; (vii) All of Operator's employees and agents (including but not limited to Operator's subContractor and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement; and
(viii) Operator shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City's authorized representative. The quality of Services shall meet or exceed those standards established by the City or County of jurisdiction. (ix)The Parties acknowledge and agree that Operator shall perform, at Operator's own cost and expense and without any reimbursement from City, any services or tasks necessary to correct any errors or omissions caused by Operator's failure to comply with the standard of care set forth under this Section or by any like failure on the part of Operator's employees, agents, Operators, subContractor and subconsultants. Such effort by Operator to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that Operator's acceptance of any work performed by Operator or on Operator's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that Operator has relied upon the foregoing representations of Operator, including but not limited to the representation that Operator possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of California.

13. Operator's Personnel
(i) Operator represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for Operator to competently and timely complete the improvements contemplated under this Agreement. All worlc, services and tasks will be performed under Operator's supervision, and Operator's personnel engaged in the performance

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of the Work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks.
(ii) Operator shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work. Operator 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 Operator's performance of the Work, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against City hereunder.
(iii)Operator shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.
(iv)In the event that City, in its sole reasonable discretion, at any time during the Term of this Agreement, desires the removal of any person or persons assigned by Operator to perform services pursuant to this Agreement, Operator shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons.
(v) Operator shall be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. (vi)Operator shall obtain and maintain during the Agreement Tenn all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

14. Independent Contractor
(i) All acts of' Operator, its agents, officers, subContractors and employees and all others acting on behalf of Contractor relating to the performance of this Agreement, shall be performed as independent Contractors and not as agents, officers, or employees of City. Contractor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Contractor has no authority or responsibility to exercise any rights or power vested in City. No agent, officer, or employee of City is to be considered an employee of Contractor. It is understood by both Contractor and City that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture. (ii) Operator, its agents, officers, subContractors and employees are and, at all times during the Term of this Agreement, shall represent and conduct themselves as independent Contractors and not as employees of City.
(iii)Operator shall determine the method, details and means of performing the Work.

Operator shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be

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15. Conflict of Interest
(i) Operator hereby warrants for itself, its employees, and subContractor that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with Operator in connection with this project. Operator hereby warrants for itself, its employees, and subContractor that no such person shall engage in any conduct which would constitute a conflict of interest under any City ordinance, state law or federal statute. Operator agrees that a clause substantially similar to this Section 40311 be incorporated into any sub -contract that Operator executes in connection with the performance of this Agreement

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Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Operator and its subContractor chap give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This Operator shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform the Work under this Agreement.

17. Indemnification
(i) To the fullest extent permitted by law, Operator hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless City and City's elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all dt►mRges, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of Operator or any of Operator's officers, agents, servants, employees, subContractor, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision.

This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Operator and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision chall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision. Operator shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees. Operator, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf

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of the Indemnior regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.
(ii) Operator's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. Operator expressly waives its statutory immunity under such statutes or laws as to the Indemnities.
(iii)Operator agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subContractor or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement.

In the event Operator fails to obtain such indemnity obligations for the benefit of City, Operator agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of Operator or any of its officers, employees, servants, agents, subContracotr, volunteers or any other person or entity involved by, for, with or on behalf of Operator in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of City's choice.
(iv)City does not, and shall not; waive any rights that it may possess against Operator because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision gin all apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. Operator agrees that Operator's covenant under this Section shall survive the termination of this Agreement.
(v) Operator shall fully comply with the workers' compensation laws regarding Operator and Operator's employees. Operator further agrees to indemnify and hold City harmless from any failure of Operator to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Operator under this Agreement any amount due to City from Operator as a result of Operator's failure to promptly pay to City any reimbursement or indemnification arising under this Section.

18. Liability Insurance.
(i) Operator shall at all times during the team of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(a) Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss or damage.

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(b) Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage. (c) Worker's Compensation insurance as required by the State of California. (ii) Operator shall require each of its sub -consultants or subContractor to maintain insurance coverage that meets all of the requirements of this Agreement. (iii)The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best's Insurance Guide.
(iv)Operator agrees that if it does not keep the insurance required in this Agreement in full force and effect, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Operator's expense, the premium thereon.
(v) Prior to commencement of Work under this Agreement, Operator shall file with City's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.
(vi)Operator shall provide proof that policies of insurance expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two woks prior to the expiration of the coverages.
(vli) The general liability and automobile policies of insurance shall contain an endorsement naming City, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds. All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to City. Operator agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. (viii) All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self- insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(ix)All insurance coverage provided pursuant to this Agreement shall not prohibit

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provided that (a) the nonperforming party promptly after the occurrence of the Uncontrollable Circumstance (or becoming aware of the adverse impact of any Uncontrollable Circumstance), gives the other party notice describing the particulars of the occurrence, (b) the suspension of performance is of no greater scope and of no longer duration than is required by the Uncontrollable Circumstance, (c) the nonperforming party uses its best efforts to 'remedy its inability to perform, and (d) when the nonperforming party is able to resume performance of its obligations hereunder, that party gives the other party written notice of such resumption.
b. The parties agree in good faith to amend this Agreement in order to equitably change the obligations of the parties hereunder in a manner that will facilitate the continued provision of the Services by Operator in the event that an Uncontrollable Circumstance has or may reasonably be expected to have a material adverse effect on the rights and obligations of either party hereunder or the provision of Services by the Operator and cannot be corrected for a period of more than ninety (90) days. In the event that the parties cannot reach agreement on any such amendment, the matter shall be submitted to dispute resolution process set forth herein, this Agreement may be terminated by either party, subject to the right of the other party to pursue all legally available remedies in the event that a court of competent jurisdiction determines that the early termination of this Agreement by such party was improper. c. For the purposes of this Agreement, the term "Uncontrollable Circumstance" shall mean any act or event that has had or may reasonably be expected to have a substantial or material effect on (a) the rights or obligations of the parties to make payments as provided herein when due, or (b) the provision of Services, if such act or event is beyond the reasonable control or responsibility of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under this Agreement and which such party has been unable to overcome by the exercise of due diligence, including, without limitation, (c) any act of God, natural disaster, war, civil disturbance, or similar occurrence; (d) any order of any governmental entity, if such order is not also the result of negligent or willful action or failure to act by the party relying thereon; (e) suspension, termination, interruption, denial, failure to issue, or failure of renewal of any permit essential to providing the Services, if such act or event is not also the result of a negligent or willful act or failure to act by the party relying thereon; (f) the failure of any appropriate governmental entity or public or private utility having operational jurisdiction in the area to provide water to the water system or to maintain and assure the maintenance of all utilities; (g) a change in law; (h) a strike against either party or a contractor or supplier thereof; or (i) plague, epidemic, pandemic, outbreaks of infectious disease,

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or any other public health crisis, incb,iling quarantine or other employee restrictions.

23. Resolution of Disputes
Each party shall continue to perform its obligations hereunder pending resolution of any dispute. The parties agree to cooperate and use all reasonable efforts pursuant to the terms of this Agreement to facilitate the provision of the Services by Operator hereunder. Accordingly, the parties agree in good faith to undertake the resolution of disputes in an equitable and timely manner, provided that, if any matter is not resolved within ninety (90) days (as extended by mutual agreement of the parties), such dispute shall be mediated before one or more mediators mutually acceptable to both parties.

The cost of mediation will be allocated as part of the resolution in mediation, but, absent such resolution, shall be paid equally by the parties.

25. Assignment
Except in the case of a sale of all or substantially all of the assets of Operator, a merger, consolidation, or transfer of 50% or more of the stock of Operator, Operator shall not assign this Agreement in whole or in part to any person or persons without obtaining the prior written consent of Bell Gardens to do so, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Operator may assign this Agreement to a subsidiary or affiliate without obtaining the consent of Bell Gardens if, immediately after such assignment, the services will continue to be performed by personnel comparable to those who performed the services hereunder on behalf of Operator. Operator shall promptly notify Bell Gardens of any assignment permitted hereunder. Each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the respective parties.

26. Termination of Agreement
Termination for Convenience. City may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to Operator specifying the
effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager or the Assistant City Manager, Operator may only terminate this Agreement for cause. (ii) Termination for Cause. In the event either Party fails to perform any duty, obligation, service or tas set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this

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Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth in this Section or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) Operator's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) Operator's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any banlouptcy, insolvency, receivership, reorganization, or similar legislation as relates to Operator, whether voluntary of involuntary, (iv) Operator's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) City's discovery that a statement representation or warranty by Operator relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.
(a) Operator shall cure the following Events of Default within the following time periods:

Prior to the expiration of the 3 -day cure period, Operator may submit a written request for additional time to cure the Event of Default upon a showing that Operator has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3- day cure period. The foregoing notwithstanding, City vha11 be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds seven (7) calendar days from the end of the initial 3 -day cure period; or

If an Event of Default relates to a material falsehood or misrepresentation set forth in

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1. Upon written notice to Operator, the City may immediately terminate this Agreement in whole or in part;

2. Upon written notice to Operator, the City may extend the time of performance;

3. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Operator's breach of the Agreement or to terminate the Agreement; or

4. The City may exercise any other available and lawful right or remedy.

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5. Operator shall be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City's exercise of its remedies under this Agreement.
(f) In the event City is in breach of this Agreement, Operator's sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Operator under this Agreement for completed services and tssks. In no event shall Operator be entitled to receive more than the amount that would be paid to Operator for the full performance of the services required by this Agreement.
(g) No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

27. Annual Review of Services
Annually, at the initiation of either party, the parties shall meet and confer regarding terms and conditions of this Agreement.

If to Operator:

Liberty Utilities (Park Water) Corp.
9750 Washburn Road
Downey, CA 90241
Telephone: (800) 757-5987
Email: Frank.Heldman®libertyutilities.com
If to Bell Gardens: Chau Vu or her successor
Director of Public Works
8327 South Garfield Avenue
Bell Gardens, CA 90201
Telephone: (562) 806-7770
Fax: (562) 806-7789
Email: [email protected]
or to such other address or person as either party shall have last designated by such notice to the other party. The effective date of such notice shall be the earlier of the

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date of actual receipt or three days following deposit in the United States mail.

31. Waiver
No failure on the part of any party to exercise or any delay in exercising any right hereunder slmll be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

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Fo
City A
Public

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"Exhibit B"
State of California Public Utilities Commission. San Francisco APPENDIX: EXPLANATION OF ESCALATION RATES
The recommended NON -LABOR ESCALATION RATES for 2017 through 2029 are presented in Table A. The values for 2017 through 2024 arc provided for comparison.

Year
2017
2018
2019
2026
2027
2028
2029
Non-
Labor
Inflation
Rate*

3.7%

4.1%

0.1%

0.6%

1.0%

1.1%

1.7%

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EXHIBIT "B"
SEPTEMBER 2025 EXTENSION LETTER
5

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September 15, 2025
To:

Bernardo Iniguez
Director of Public Works/Facilities
City of Bell Gardens
8327 Garfield Avenue
Bell Gardens, CA 90201
Subject: Water System Operation and Maintenance Contract Agreement Extension Dear Mr. Iniguez,
Liberty Utilities (Park Water) Corp. is pleased to acknowledge the City of Be11 Gardens' request to extend the current service agreement. We hereby propose a three-month extension of the existing contract, commencing on October 1, 2025, and concluding on December 31, 2025.

All terms, conditions, and scope of work outlined in the original agreement dated June 22, 2020, and previously extended through September 30, 2025, will remain unchanged. The monthly compensation for Basic Customer Services will continue at the adjusted rate of $25,075.00, with extraordinary work billed at current cost and labor rates.

We appreciate the opportunity to continue serving the City of Bell Gardens and look forward to maintaining our strong partnership.

Please feel free to contact us with any questions or to confirm acceptance of this extension.

Sincerely,
/.<9,/
Ken Pfister
Director of Operations
Liberty Utilities (Park Water) Corp.

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CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXCUTIVE SUMMARY
TO: Honorable Mayor and City Council Members
FROM: Michael O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities SUBJECT: Consideration of a Resolution Appointing a Member and Alternates to the Governing Board of the Los Angeles Gateway Region Integrated and Rescinding Resolutions No. 2023-41 and 2024-04 MEETING DATE: September 22, 2025
RECOMMENDATION:

It is staff's recommendation that the City Council:

1. Adopt the attached Resolution appointing a Member and Alternates to the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (GWMA) Governing Board; and

2. Rescind Resolution Nos. 2023-41 and 2024-04.

BACKGROUND / DISCUSSION:

The Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (GWMA) was formed in 2007 in response to the passage of two voter approved water bonds, Proposition 50 passed in 2002, and Proposition 84 passed in 2006.

In 2010, the Bell Gardens City Council adopted Resolution 2010-35 approving the GWMA Agreement. The City of Bell Gardens (City) entered into the agreement to create a regional water management group to develop a regional water management plan to protect and enhance the region's water resources. Priorities of GWMA include stormwater and NPDES compliance, parks and open space planning, water conservation, and regional water planning projects. The member agencies include 25 cities, 3 water agencies, and the Port of Long Beach.

The governing body of the GWMA is a governing board made up of one board member from each member agency with one vote each and up to three alternate members. Board members and alternates are appointed by resolution and hold office for two-year terms beginning October 1st of each odd -numbered year, with the current two-year term running through September 30, 2025. The appointment of the board member and alternates automatically renews for successive two-year terms, unless the board member or alternates are replaced by subsequent action of the City, or they cease to be employed by the City. Typically, each member agency appoints their Director of Public Works or equivalent position to the GWMA Governing Board.

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On June 12, 2023, the City Council adopted Resolution 2023-41 appointing Bernardo Iniguez, Director of Public Works/ Facilities, as the Member for the City and Veronica Sanchez, Management Analyst, as the Alternate. On January 24, 2024, the City Council adopted Resolution 2024-04 appointing Karla Gonzalez, Senior Management Analyst, as an Alternate. The Management Analyst position has since been vacated and Natalie Rivera -Estrada, Senior Management Analyst — Environmental Services, has joined the Public Works Department.

With the appointment period ending along with staffing changes in the Public Works Department, a new appointment for a Member and Alternates is recommended for the City Council's approval.

CONCLUSION:

It is recommended that Bernardo Iniguez, Director of Public Works/ Facilities, be appointed as the Member of the GWMA Governing Board; and Karla Gonzalez, Senior Management Analyst, and Natalie Rivera -Estrada, Senior Management Analyst — Environmental Services, be appointed as Alternates of the GWMA Governing Board.

FISCAL IMPACT:

No fiscal impact.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

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RESOLUTION NO. 2025-95

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPOINTING A BOARD MEMBER AND

ALTERNATE MEMBERS TO THE LOS ANGELES GATEWAY REGION

INTEGRATED REGIONAL WATER MANAGEMENT JOINT POWERS

AUTHORITY GOVERNING BOARD AND RESCINDING AND
SUPERSEDING RESOLUTIONS NO. 2023-41 AND 2024-04
WHEREAS, the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (GWMA) was formed in 2007 in response to the passage of two voter approved water bonds; Proposition 50, passed in 2002 and Proposition 84, passed in 2006; and
WHEREAS, the City of Bell Gardens is a member of the GWMA; and WHEREAS, each member agency shall appoint one Member and up to three Alternate Members to the Governing Board in accordance with the GWMA Bylaws; and WHEREAS, pursuant to the GWMA Joint Powers Agreement and the GWMA Bylaws, the Member and Alternate Member(s) shall serve two-year terms beginning October 1st of each odd -numbered year; and
WHEREAS, the current two-year term is running through September 30, 2025; and WHEREAS, a new appointment for a Member and Alternates is warranted due to staffing changes in the Public Works Department; and
WHEREAS, pursuant to the GWMA Bylaws, the Member and Alternates appointed by this Resolution shall hold office until September 30, 2027.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council, after consideration of the staff report and discussion, hereby finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. Resolutions No. 2023-41 and 2024-04 are hereby rescinded, repealed, replaced and superseded in their entirety by this Resolution.

SECTION 3. Effective October 1, 2025, Bernardo Iniguez, Director of Public Works/Facilities, is appointed to serve as the GWMA Board Member representing the City of Bell Gardens.

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Resolution No. 2025-95
SECTION 4. Effective October 1, 2025. Karla Gonzalez, Senior Management Analyst, is appointed to serve as Alternate Board Member representing the City of Bell Gardens.

SECTION 5. Effective October 1, 2025, Natalie Rivera -Estrada, Senior Management Analyst — Environmental Services, is appointed to serve as Alternate Board Member representing the City of Bell Gardens.

SECTION 6. The Board Member and Alternates designated above shall continue in their respective position as if re -appointed each successive two-year term, unless the Board Member or Alternate Board Members are replaced by subsequent action of this legislative body or they cease to be employed by the City of Bell Gardens.

SECTION 7. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED and ADOPTED this 22nd day of September, 2025.

THE CITY OF BELL GARDENS
Jorge) Chavez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City 2 of 3

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Resolution No. 2025-95
Council at a regular meeting of the City Council held on September 22, 2025, and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez
City Clerk
3 of 3

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CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

EXECUTIVE SUMMARY
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo Iniguez, Director of Public Works/Facilities SUBJECT: Consideration of a Resolution Approving a Contract Services Agreement with West Coast Arborists, Inc. for Citywide Tree Maintenance Services
DATE: September 22, 2025
RECOMMENDATION:

It is staffs recommendation that the City Council adopt the attached Resolution authorizing the City Manager to execute a Contract Services Agreement with West Coast Arborists, Inc. ("WCA") for Citywide Tree Maintenance Services.

BACKGROUND/DISCUSSION:

The Public Works Department is responsible for the oversight and maintenance of an urban forest consisting of 4,215 trees spread within the City of Bell Gardens' ("City") boundaries. The tree maintenance program encompasses a range of services, including grid pruning, removal and planting of trees, inventory system management, watering, and other arboriculture related services. Additionally, emergency tree trimming and as - needed tree removal services are part of the City's tree maintenance activities. These services are currently provided by a private tree maintenance contractor.

On August 12, 2025, the City released a Request for Proposals ("RFP") inviting service providers to submit proposals to provide tree maintenance services within the City's right- of-way, parks and facilities. On August 20, 2025, the City issued Addendum No. 1 to include a mandatory pre -proposal meeting. On August 26, 2025, the City issued Addendum No. 2 to respond to questions and include a second mandatory pre -proposal meeting. On August 29, 2025, the City issued Addendum No. 3 to provide additional details on the scope of work.

On September 4, 2025, the City received proposals from five (5) proposers as listed below in alphabetical order:
• Golden West Arbor Services, Inc.
• Great Scott Tree Care
• North Star Land Care
• United Pacific Services, Inc.
• West Coast Arborists, Inc.

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The proposal submitted by Great Scott Tree Care was deemed nonresponsive since it did not attend any of the mandatory pre -proposal meetings.

The responsive proposals were reviewed and rated based on their completeness in response to the following evaluation criteria outlined in the RFP:
• Experience in providing similar services with other public agencies; • Proposed staff experience with services requested in the RFP; • Understanding of the work to be performed;
• References; and
• Fee proposal.

On September 11, 2025, a panel consisting of Public Works staff conducted interviews with all responsive proposers to further assess their qualifications. The table below illustrates the rank and scores of the proposers after interviews, from the highest ranked to the lowest ranked proposer:

Rank
Firm Name
Score
1 West Coast Arborists, Inc.
89 2
United Pacific Services, Inc.
85 3
North Star Land Care
75 4
Golden West Arbor Services, Inc.
60 N/A
Great Scott Tree Care

NONRESPONSIVE
After the interviews were completed, the City and the highest -rated firm began negotiations to finalize pricing terms. Although contracts for maintenance services need not be awarded to the lowest responsible proposer, cost may be considered as a factor.

The table below illustrates a comparison of the costs provided by the responsive proposers, from the highest ranked to the lowest ranked proposer:

Rank
Firm Name
Annual Cost
1 West Coast Arborists, Inc.
$337,719.00
2 United Pacific Services, Inc.
$324,152.00
3 North Star Land Care
$354,255.00
4 Golden West Arbor Services, Inc.
$634,605.00
In determining a recommendation, staff emphasizes that expertise, project approach, qualifications, and costs are important factors to consider. West Coast Arborists, Inc.'s proposal demonstrated that their firm understands the City's demands and requirements and they have developed a solid reputation for providing outstanding services.

CONCLUSION:

Based on West Coast Arborists, Inc.'s proposal rating, staff is recommending that the City Council award West Coast Arborists, Inc. a three-year Contract Services Agreement, effective as of October 12, 2025, with two optional one-year extensions, for an annual amount not -to -exceed $337,719 to provide citywide tree maintenance services.

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FISCAL IMPACT:

The annual Contract Services Agreement cost is $337,719, which will be split between two fiscal years. The current FY 25/26 budget includes $235,000 from the General Fund for tree maintenance services. An additional $102,719 from the General Fund will be programmed in the FY 26/27 budget.

APPROVALS:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney
Manuel Carrillo, Director of Finance and Administrative Services

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RESOLUTION NO. 2025-96

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A CONTRACT SERVICES

AGREEMENT BY AND BETWEEN THE CITY OF BELL GARDENS AND
WEST COAST ARBORISTS, INC. FOR CITYWIDE TREE

MAINTENANCE SERVICES
WHEREAS, the City of Bell Gardens ("City") oversees the maintenance of an urban forest consisting of 4,215 trees spread within the City's boundaries; and WHEREAS, as part of its maintenance operations, the City addresses its tree maintenance services through a Contract Services Agreement; and WHEREAS, in accordance with Bell Gardens Municipal Code Section 3.04.105, on August 12, 2025, the City released a Request for Proposals for Citywide Tree Maintenance Services ("RFP"); and
WHEREAS, on August 20, 2025, the City released Addendum No. 1 to the RFP to include a mandatory pre -proposal meeting; and
WHEREAS, on August 26, 2025, the City released Addendum No. 2 to the RFP to respond to questions and include a second mandatory pre -proposal meeting; and WHEREAS, on August 29, 2025, the City released Addendum No. 3 to the RFP to provide additional details on the scope of work; and WHEREAS, a comprehensive review and interview process was conducted of the responsive proposals by City staff using the evaluation criteria specified in the RFP for such responsive proposals; and
WHEREAS, City staff determined that West Coast Arborists, Inc. is the most qualified firm to perform such contracted services by virtue of its experience, training, licenses, and expertise; and
WHEREAS, the City desires to enter into a Contract Services Agreement with West Coast Arborists, Inc. for Citywide Tree Maintenance Services.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council, after consideration of the staff report and presentation, discussion, oral testimony and evidence presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.

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Resolution No. 2025-96
SECTION 2. The City Council hereby approves a Contract Services Agreement for Citywide Tree Maintenance Services by and between the City and West Coast Arborists, Inc. in an annual amount not -to -exceed sum of $337,719 for an initial three- year term, with an optional two (2) one (1) -year extensions, in a form approved by the City Attorney.

SECTION 3. The City Council further authorizes the City Manager to execute the Contract Services Agreement between the City and West Coast Arborists, Inc., consistent with this Resolution, along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.

SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED, and ADOPTED this 22nd day of September, 2025.

THE CITY OF BELL GARDENS
Jorgel Chavez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
2 of 3
Daisy Gomez
City Clerk

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Resolution No. 2025-96
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on September 22, 2025, and was approved and passed by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:

Daisy Gomez
City Clerk
3 of 3

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2025

CONTRACT SERVICES AGREEMENT
(Contractor: West Coast Arborists, Inc.)
(Nature of Engagement: Citywide Tree Maintenance Services) THIS CONTRACT SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2025 (hereinafter, the
"Effective Date"), by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and WEST COAST ARBORISTS, INC. (hereinafter, "CONTRACTOR"). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR interchangeably.

RECITALS
WHEREAS, CITY is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose; and WHEREAS, CITY requires qualified and experienced citywide tree maintenance services; and
WHEREAS, CITY staff has determined that CONTRACTOR possess the skills, experience and expertise required to competently provide the services and tasks contemplated under this Agreement; and
WHEREAS, the execution of this Agreement was approved by the Bell Gardens City Council at its Regular Meeting of September 22, 2025.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:

SECTION 1. SCOPE OF WORK.

A. Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide CITY with citywide tree maintenance services. The various tasks and related services to be performed by CONTRACTOR are more specifically described in the CITY's "Request for Proposals for Citywide Tree Maintenance Services" (hereinafter the "CITY RFP") dated August 12, 2025, and the written proposal of CONTRACTOR entitled "City of Bell Gardens RFP for Citywide Tree Maintenance Services" (hereinafter, the "CONTRACTOR PROPOSAL") dated September 3, 2025. The CITY RFP and the CONTRACTOR PROPOSAL are attached and incorporated hereto as Exhibit "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONTRACTOR PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work.

In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONTRACTOR PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency 1

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and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control but only to the extent of the conflict or inconsistency and no further.

B. CONTRACTOR shall provide all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall perform the Work in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by CITY.

C. By executing this Agreement, CONTRACTOR warrants that CONTRACTOR: (i) has thoroughly investigated and considered the nature of the work, services and tasks to be performed under this Agreement; (ii) has carefully considered how the Work should be performed; and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement.

CONTRACTOR warrants that it will inspect any location where the Work is to be performed and acquaint itself with the conditions of the location prior to commencing any of the Work requested by CITY. 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 City Representative as defined herein.

D. In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons any undertaking contemplated herein prior to completion and acceptance of the Work, CONTRACTOR shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement.

Furthermore, CONTRACTOR shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONTRACTOR's cessation or abandonment.

SECTION 2. TERM.

A. This Agreement shall have a term of three (3) years commencing as of October 12, 2025 (hereinafter, the "Term"). The Term of the Agreement may be extended by the CITY subject to its same terms and conditions for a maximum of two (2) one-year extensions, provided the City Manager issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term.

B. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause.

C. CONTRACTOR shall perform the Work continuously and with due diligence.

CONTRACTOR shall cooperate with CITY and in no manner interfere with the Work of CITY, its employees or other consultants, contractors or agents.

CONTRACTOR shall not claim or be entitled to receive any compensation or 2

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damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a timely manner.

E. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR's employees.

F. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

SECTION 3. PROSECUTION OF WORK.

A. CONTRACTOR shall perform the Work contemplated under this Agreement on an as -needed, as requested basis. Nothing in this Agreement shall be construed to grant CONTRACTOR the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONTRACTOR to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Work in the manner described below and such Work is in fact performed and completed by CONTRACTOR and accepted by CITY. CITY requests for the performance of specific services or tasks contemplated under this Agreement shall be made in the form of a written work order(s) issued by the City Representative (each such written request hereinafter referred to as a "Work Order"). Each Work Order shall include the following information:

1. A detailed description of the specific services or tasks requested;

2. The location of where the particular services or tasks are to be performed, if applicable;

3. A not -to -exceed budget for performing the services or tasks;

4. A timeline for completing the requested services or tasks;

5. Any other information CITY deems necessary and relevant to the requested services or tasks; and

6. The signature of the City Representative, confirming that the services or tasks have been authorized by the City Representative.

B. CONTRACTOR shall perform no Work under this Agreement without a written request from the City Representative, containing the information set forth in Section 3(A), above.

C. Time is of the essence in the performance of Work under this Agreement, and in the absence of a specific schedule or other instructions from the City Representative, CONTRACTOR shall begin and complete performance of the Work to completion in a timely and a diligently manner as possible.

SECTION 4. COMPENSATION.

A. CONTRACTOR shall perform all the Work in accordance with the rates set forth in the CONTRACTOR PROPOSAL.

B. CONTRACTOR's total compensation during the Term of this Agreement shall not exceed the annual sum of THREE HUNDRED THIRTY-SEVEN THOUSAND 3

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SEVEN HUNDRED NINETEEN DOLLARS ($337,719) (hereinafter, the "Annual Not -to -Exceed Sum"). CONTRACTOR further agrees that the Annual Not -to - Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall have no right or entitlement to any overage contingency sums authorized by the City Council unless the City Representative authorizes the expenditure of such overage contingency funds in writing in the City Representative's sole and absolute discretion.

C. The Annual Not -to -Exceed Sum will be paid to CONTRACTOR in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating the work performed and the tasks completed during the recently concluded calendar month, including the Work and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONTRACTOR's compensation includes hours worked by CONTRACTOR's personnel, the invoice shall indicate the number of hours worked in connection with the specific service or task requested, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.

SECTION 5. STANDARD OF CARE.

A. CONTRACTOR represents, acknowledges and agrees as follows:

1. CONTRACTOR shall perform all work skillfully, competently and to the highest standards applicable to the CONTRACTOR's field;

2. CONTRACTOR represents all personnel assigned to perform the Work for CITY under this Agreement shall possess the skill, training, and experience necessary to competently perform the Work and shall at all times possess and maintain all licenses, certifications and/or qualifications necessary to perform the Work;

3. CONTRACTOR shall perform all work in a manner reasonably satisfactory to the CITY;

4. CONTRACTOR shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization;
4

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5. CONTRACTOR understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;

6. In the performance of this Agreement, CONTRACTOR shall supply and deploy personnel, equipment, tools, and materials necessary, in the reasonable opinion of CITY, to perform all Work in compliance with the standard of care set forth in this Section and to time complete all Work as specified by the Scope of Work or other written order;

7. All of CONTRACTOR's employees and agents (including but not limited to CONTRACTOR's subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement; and

8. CONTRACTOR shall perform, at CONTRACTOR's sole cost and expense, any tasks necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth in this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing in the City Representative's sole and absolute discretion.

B. The Parties acknowledge and agree that CONTRACTOR shall perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services or tasks necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that CONTRACTOR's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CONTRACTOR has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of California.
5

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SECTION 6. REPRESENTATIVES.

A. City Representative. For the purposes of this Agreement, the contract administrator and CITY's representative shall be Bernardo Iniguez, Director of Public Works/Utilities (hereinafter, the "City Representative"). It shall be CONTRACTOR's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and CONTRACTOR shall refer any decisions which must be made by CITY to the City Representative.

Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the City Representative.

B. Contractor Representative. For the purposes of this Agreement, Patrick Mahoney, President, is hereby designated as the principal and representative of CONTRACTOR authorized to act on its behalf with respect to CONTRACTOR's performance under this Agreement and to make all decisions in connection therewith (hereinafter, the "Contractor Representative"). Notice to the Contractor Representative, whether written or verbal, shall constitute notice to CONTRACTOR. The Contractor's Representative shall supervise and direct the Work, using their best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

SECTION 7. CONTRACTOR'S PERSONNEL.

A. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for CONTRACTOR to competently and timely complete the improvements contemplated under this Agreement. All Work, services and tasks will be performed under CONTRACTOR's supervision, and CONTRACTOR's personnel engaged in the performance of the work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks.

B. 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 Work.

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 Work, and shall indemnify, defend and hold harmless CITY against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against CITY hereunder.

C. CONTRACTOR shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.

D. In the event that CITY, in its sole reasonable discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove any such person immediately upon receiving notice from CITY of the 6

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desire of CITY for the removal of such person or persons.

E. CONTRACTOR shall be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.

F. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

SECTION 8. SUBSTITUTION OF KEY PERSONNEL. CONTRACTOR has represented to CITY that certain key personnel will perform and coordinate the Work under this Agreement. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONTRACTOR cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Work in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the request of the CITY.

SECTION 9. PREVAILING WAGES AND GENERAL LABOR COMPLIANCE AND REPORTING.

A. CONTRACTOR and any subcontractor performing or contracting any portion of the Work shall comply with all applicable provisions of the California Labor Code for all workers, laborers and mechanics of all crafts, classifications or types, including, but necessarily limited to the following:

1. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Work shall constitute a legal day's work under this Contract. CONTRACTOR and any subcontractor shall pay workers overtime pay (not less than 1 1/2 times the base rate of pay) as required by California Labor Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation to the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein.

2. Pursuant to the provisions of California Labor Code, Sections 1770 et. seq., CONTRACTOR and any subcontractor under CONTRACTOR shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Pursuant to the provisions of California Labor Code Section 1773.2, CONTRACTOR is hereby advised that copies of the prevailing rate of per diem wages and a general prevailing 7

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rate for holidays, Saturdays and Sundays and overtime work in the locality in which the work is to be performed for each craft, classification, or type of worker required to execute the Contract, are on file at the Public Works Yard, which copies shall be made available to any interested party on request.

CONTRACTOR shall post a copy of said prevailing rate of per diem wages at each job site.

B. As required by Section 1773.1 of the California Labor Code, CONTRACTOR shall pay travel and subsistence payments to each worker needed to execute the Work, as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed in accordance with this Section.

C. To establish such travel and subsistence payments, the representative of any craft, classification, or type of workman needed to execute the contracts shall file with the Department of Industrial Relations fully executed copies of collective bargaining agreements for the particular craft, classification or type of work involved. Such agreements shall be filed within ten (10) days after their execution and thereafter shall establish such travel and payments.

D. CONTRACTOR shall comply with the provisions of Section 1775 of the California Labor Code and shall, as a penalty to CITY, forfeit up to fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rate of per diem wages for each craft, classification, or type of worker needed to execute the contract. CONTRACTOR shall pay each worker an amount equal to the difference between the prevailing wage rates and the amount paid worker for each calendar day or portion thereof for which a worker was paid less than the prevailing wage rate. CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein.

E. CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by Labor Code Section 1776, which is incorporated by this reference as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with Labor Code Section 1776 and shall keep accurate payroll records containing all such information as maybe called for under Labor Code Section 1776 and other applicable provisions of State law.

F. CONTRACTOR and any subcontractors shall, when they employ any person in any apprenticeable craft or trade, apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the work site for a certificate approving CONTRACTOR or subcontractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected; and shall comply with all other requirements of Section 1777.5 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. The responsibility of compliance with California Labor Code Section 1777.5 during the performance of this contract rests with CONTRACTOR. Pursuant to California Labor Code Section 1777.7, in the event CONTRACTOR knowingly fails to comply with the provisions of California Labor 8

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Code Section 1777.5, civil penalties will be assessed. CONTRACTOR shall also be subject to California Labor Code Section 1777..

G. In accordance with the provisions of Article 5, Chapter 1, Part 7, Division 2 (commencing with Section 1860), and Chapter 4, Part 1, Division 4 (commencing with Section 3700) of the California Labor Code, CONTRACTOR is required to secure the payment of compensation to its employees and for that purpose obtain and keep in effect adequate Workers' Compensation Insurance and Employers Liability Insurance. If CONTRACTOR, in the sole discretion of the CITY satisfies the CITY of the responsibility and capacity under the applicable Workers' Compensation Laws, if any, to act as self -insurer, CONTRACTOR may so act, and in such case, the insurance required by this paragraph need not be provided.

CONTRACTOR is advised of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code and shall comply with such provisions and have Employer's General Liability limits of $1,000,000 per accident before commencing the performance of the Work of this Contract. The Notice to Proceed with the Work under this Contract will not be issued, and CONTRACTOR shall not commence the Work, until CONTRACTOR submits written evidence that it has obtained full Workers' Compensation Insurance coverage for all persons whom it employs or may employ in carrying out the Work under this Contract. This insurance shall be in accordance with the requirements of the most current and applicable state Workers' Compensation Insurance Laws. In accordance with the provisions of Section 1861 of the California Labor Code, CONTRACTOR in signing this Contract certifies to the CITY as true the following statement: "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." A subcontractor is not allowed to commence the Work on the project until verification of Workers' Compensation Insurance coverage has been obtained and verified by CONTRACTOR and submitted to the Public Work's Director for the CITY's review and records.

H. In accordance with the provisions of Section 1727 of the California Labor Code, the CITY, before making payment to CONTRACTOR of money due under a contract for public work, shall withhold and retain therefrom all amounts required to satisfy any civil wage and penalty assessment issued by the Labor Commissioner, along with the terms of Chapter 1, Part 7, Division 2 of the California Labor Code (commencing with Section 1720). But no sum shall be withheld, retained or forfeited, except from the final payment, without a full investigation by either the Division of Labor Standards Enforcement or by the CITY.

SECTION 10. PROHIBITED INTERESTS. CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift or other 9

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Bell Gardens City CouncilSeptember 22, 2025

Bell Gardens City Council
September 22, 2025