Agenda packet — Compton City Council, September 2, 2025 (part 2 of 2)

WHEREAS,the Engineer’s Estimate for the project was $10,723,515, and the construction is scheduled to be completed within 180 working days following issuance of the Notice to Proceed; and
WHEREAS,sufficient funds in the amount of $10,656,580 are available in the Public Works Engineering Department’s FY 2025-2026 budget, Account No. 3031-710-000-4330 (MTA Bond Funds).

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1.That the bid withdrawal from LCR Earthwork & Engineering is hereby accepted, and the bid of Palp, Inc. dba Excel Paving in the amount of Nine Million Six Hundred Eighty Seven Thousand Eight Hundred Dollars ($9,687,800) is hereby accepted.

SECTION 2.That the City Manager, upon the advice and approval of the City Attorney, is authorized to enter into a construction contract with Palp, Inc. dba Excel Paving for the Annual Residential Street Rehabilitation Project, CIP No. 18-01, Phase 2C.

SECTION 3.That funds in the amount of Ten Million Six Hundred Fifty Six Thousand Five Hundred Eighty Dollars (10,656,580) are available in the Public Works Engineering Department’s FY 2025-2026 budget, Account No. 3031-710-000- 4330 (MTA Bond Funds).

SECTION 4.That a purchase order in the amount of $9,687,800 is authorized to be established for Palp, Inc. dba Excel Paving.

SECTION 5.That a contingency amount of Nine Hundred Sixty Eight Thousand Seven Hundred Eighty Dollars ($968,780) is hereby authorized for unforeseen project costs.

SECTION 6.That a copy of this Resolution shall be filed in the offices of the City Manager, City Controller, City Clerk, City Attorney and Public Works Engineering Department.

SECTION 7. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ______-__ day of ____________, 2025.
________________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
_____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON
Resolution No. _______

Page 3 ends

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the ____ day of ________________, 2025.

That said Resolution was adopted by the following vote to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
_____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON
ITEM NO. ITEM DESCRIPTION QUANTITY UNIT OF

MEASURE UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST 1 Mobilization 1 LS $180,000.00 $180,000.00 $390,000.00 $390,000.00 $350,000.00 $350,000.00 $333,000.00 $333,000.00 $456,000.00 $456,000.00 2 Traffic Control 1 LS $285,000.00 $285,000.00 $590,000.00 $590,000.00 $480,000.00 $480,000.00 $888,000.00 $888,000.00 $653,000.00 $653,000.00 3 Best Management Practices 1 LS $10,000.00 $10,000.00 $54,240.00 $54,240.00 $20,000.00 $20,000.00 $28,101.00 $28,101.00 $19,000.00 $19,000.00 4 Clearing & Grubbing and
Unclassified Excavation 1 LS $1,890,000.00 $1,890,000.00 $3,660,000.00 $3,660,000.00 $700,000.00 $700,000.00 $1,369,000.00 $1,369,000.00 $1,264,000.00 $1,264,000.00 5 Cold Mill Existing Pavement 1,500,000 SF $0.50 $750,000.00 $0.37 $555,000.00 $0.25 $375,000.00 $0.37 $555,000.00 $0.34 $510,000.00 6 Construct 2" Asphalt Rubber Hot
Mix (ARHM) 24,000 TON $136.00 $3,264,000.00 $130.00 $3,120,000.00 $125.00 $3,000,000.00 $137.00 $3,288,000.00 $128.00 $3,072,000.00 7 Construct 2" AC Base Course 6,300 TON $110.00 $693,000.00 $249.00 $1,568,700.00 $110.00 $693,000.00 $148.00 $932,400.00 $124.00 $781,200.00 8 Construct 8" CAB 13,000 CY $70.00 $910,000.00 $106.00 $1,378,000.00 $55.00 $715,000.00 $88.00 $1,144,000.00 $78.00 $1,014,000.00 9 Sawcut, Remove Existing and
Construct 4" PCC Sidewalk 20,000 SF $15.00 $300,000.00 $12.40 $248,000.00 $9.00 $180,000.00 $13.00 $260,000.00 $11.00 $220,000.00 10 Sawcut, Remove Existing and
Construct PCC Driveway Approach 14 EA $6,300.00 $88,200.00 $5,350.00 $74,900.00 $3,000.00 $42,000.00 $6,369.00 $89,166.00 $9,000.00 $126,000.00 11 Sawcut Existing and Construct PCC
Cross Gutter 4,000 SF $20.00 $80,000.00 $31.00 $124,000.00 $22.00 $88,000.00 $33.00 $132,000.00 $26.00 $104,000.00 12 Sawcut, Remove Existing and
Construct PCC Curb Ramp 63 EA $6,850.00 $431,550.00 $7,250.00 $456,750.00 $6,000.00 $378,000.00 $6,369.00 $401,247.00 $7,500.00 $472,500.00 13 Sawcut Existing and Construct Curb
and Gutter 150 LF $85.00 $12,750.00 $124.00 $18,600.00 $85.00 $12,750.00 $142.00 $21,300.00 $100.00 $15,000.00 14 Adjust to Grade Water Valve 160 EA $1,400.00 $224,000.00 $1,130.00 $180,800.00 $900.00 $144,000.00 $777.00 $124,320.00 $1,400.00 $224,000.00 15 Adjust to Grade Water Meter 1 EA $1,400.00 $1,400.00 $1,540.00 $1,540.00 $5,000.00 $5,000.00 $1,333.00 $1,333.00 $500.00 $500.00 16 Adjust to Grade Sewer Manhole 179 EA $2,000.00 $358,000.00 $1,240.00 $221,960.00 $1,000.00 $179,000.00 $1,333.00 $238,607.00 $1,900.00 $340,100.00 17 Adjust to Grade Storm Drain
Manhole 16 EA $2,000.00 $32,000.00 $1,240.00 $19,840.00 $1,000.00 $16,000.00 $1,333.00 $21,328.00 $1,900.00 $30,400.00 18 Adjust to Grade Pull Box 6 EA $2,000.00 $12,000.00 $415.00 $2,490.00 $1,000.00 $6,000.00 $1,333.00 $7,998.00 $1,500.00 $9,000.00 19 Adjust to Grade Test Well Box 14 EA $1,400.00 $19,600.00 $415.00 $5,810.00 $1,000.00 $14,000.00 $2,222.00 $31,108.00 $1,300.00 $18,200.00 Annual Residential Street Rehabilitation Project (Phase 2C) All American Asphalt Palp dba ExcelHardy & Harper LCR Earthwork & Engineering, Corp. Onyx Paving 20 Adjust to Grade LID Cover 2 EA $1,400.00 $2,800.00 $415.00 $830.00 $1,000.00 $2,000.00 $2,222.00 $4,444.00 $1,500.00 $3,000.00 21 Funish and Install Street Name Sign 60 EA $360.00 $21,600.00 $360.00 $21,600.00 $410.00 $24,600.00 $777.00 $46,620.00 $396.00 $23,760.00 22 Furnish and Install Overhead
Reflective Street Name Sign 56 EA $1,650.00 $92,400.00 $1,600.00 $89,600.00 $1,600.00 $89,600.00 $1,777.00 $99,512.00 $1,600.00 $89,600.00 23 Furnish and Install Regulatory Sign 47 EA $360.00 $16,920.00 $360.00 $16,920.00 $410.00 $19,270.00 $555.00 $26,085.00 $400.00 $18,800.00 22 Install Traffic Detector Loop 118 EA $435.00 $51,330.00 $440.00 $51,920.00 $460.00 $54,280.00 $555.00 $65,490.00 $430.00 $50,740.00 25 Miscellaneous Concrete Items, etc. 1 LS $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 26 Striping, Markings, & Pavement
Legends 1 LS $77,000.00 $77,000.00 $78,500.00 $78,500.00 $124,000.00 $124,000.00 $210,941.00 $210,941.00 $123,000.00 $123,000.00 3 $9,853,550.00 7 $12,980,000.00 1 $7,761,500.00 6 $10,369,000.00 2 $9,687,800.00 TOTAL

UNIT COST TOTAL COST UNIT COST TOTAL COST
$500,000.00 $500,000.00 $490,000.00 $490,000.00
$625,000.00 $625,000.00 $500,000.00 $500,000.00
$54,000.00 $54,000.00 $15,000.00 $15,000.00
$1,450,000.00 $1,450,000.00 $1,558,000.00 $1,558,000.00 $0.30 $450,000.00 $0.40 $600,000.00
$142.00 $3,408,000.00 $125.00 $3,000,000.00
$120.00 $756,000.00 $101.00 $636,300.00
$100.00 $1,300,000.00 $111.00 $1,443,000.00
$12.50 $250,000.00 $13.00 $260,000.00
$6,700.00 $93,800.00 $7,500.00 $105,000.00
$30.00 $120,000.00 $48.00 $192,000.00
$6,000.00 $378,000.00 $6,500.00 $409,500.00
$110.00 $16,500.00 $250.00 $37,500.00
$1,630.00 $260,800.00 $870.00 $139,200.00
$1,600.00 $1,600.00 $1,350.00 $1,350.00
$1,255.00 $224,645.00 $870.00 $155,730.00
$1,500.00 $24,000.00 $907.00 $14,512.00
$800.00 $4,800.00 $1,500.00 $9,000.00
$500.00 $7,000.00 $725.00 $10,150.00
Sully-Miller ContractingToro
$1,000.00 $2,000.00 $850.00 $1,700.00
$455.00 $27,300.00 $416.00 $24,960.00
$2,150.00 $120,400.00 $1,600.00 $89,600.00
$290.00 $13,630.00 $420.00 $19,740.00
$455.00 $53,690.00 $425.00 $50,150.00
$50,000.00 $50,000.00 $50,000.00 $50,000.00
$160,000.00 $160,000.00 $126,000.00 $126,000.00
5 $10,351,165.00 4 $9,938,392.00

CONSTRUCTION SERVICES AGREEMENT

BETWEEN

CITY OF COMPTON
AND
PALP, INC. DBA EXCEL PAVING
[Annual Residential Street Rehabilitation Project– CIP #18-01, Phase 2C] This AGREEMENT is entered into by and between the CITY OF COMPTON, a municipal corporation of the State of California (hereinafter referred to as “CITY”) located at 205 South Willowbrook Avenue, Compton, California 90220, and PALP, INC. DBA EXCEL PAVING (hereinafter referred to as “CONTRACTOR”) located at 2230 Lemon Avenue, Long Beach, California 90806, (each a “Party” and collectively, the “Parties”).

RECITALS:

A. City is a municipal corporation duly organized and validly existing under the law of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City.

B. Contractor is a corporation duly organized and in good standing in the State of California.

Contractor represents that it is duly licensed by the State of California (License No. 267073) and has the background, knowledge, experience and expertise to perform the obligations set forth in this Agreement.

C. City and Contractor enter into this Agreement for the purpose of retaining Palp, Inc. dba Excel Paving (Contractor) to perform that work required pursuant to the Annual Residential Street Rehabilitation Project CIP# 18-01, Phase 2C (“Project”).

D. Authorization to enter into this Agreement is pursuant to Resolution No._______ adopted by the City Council on September 2, 2025.

WHEREFORE, the City and Contractor, for the consideration, terms and conditions herein described, mutually agree as set forth below:

1.0 GENERAL PROVISIONS

1.1 Definitions.

1.1.1 “Work” consists of all of the Construction Services, including but not limited to all of the labor, materials and equipment necessary to complete the Project in accordance with the Contract Documents.

1.1.2 “Contract Documents” consists of this Agreement (interchangeably “Contract”) (including all exhibits and schedules), any amendments and clarifications issued thereto, the “Notice Inviting Bids,” “Instructions to Bidders,” any “Supplementary Instructions to Bidders,” and any addendum(s) and supplements thereto issued by the City, the “Proposal” and any “Bid/Unit Price Proposal” submitted by the Contractor, the plans, general conditions, special provisions, standard and technical specifications, schedules, exhibits, drawings, designation of subcontractors, information required of bidder, all required bonds, insurance policies, endorsements, certificates, permits, notices and affidavits, notice to proceed, notice of completion, any Change Orders, the provisions of the Standard Specifications for Public Works Construction (SSPWC), latest Edition (except as modified), Standard Specifications of the State of California Department of Transportation (CalTrans), latest Edition (except as modified), Work Area Traffic Control Handbook (WATCH), latest Edition, CalTrans Standard Drawings, latest edition, Manual on Uniform Traffic Control Devices (MUTCD), latest Edition, MUTCD Latest Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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California Supplement, and any and all other documents identified in the Contract Documents which together form the agreement between the City and the Contractor.

1.2 Public Work of Improvement.

City and Contractor acknowledge that City is a political subdivision of the State of California and that construction of the Project is to be funded with public funds.

1.3 Trust and Confidence.

Contractor accepts the obligation of trust and confidence established between it and City by this Agreement and shall act in the best interests of City, as its fiduciary, in carrying out Contractor’s duties and responsibilities under this Agreement, including, without limitation, the furnishing of efficient business administration, sufficient senior level management and other qualified personnel to complete Contractor’s obligations under the Contract Documents in an expeditious and economical manner and within the Contract Price and Contract Time.

1.4 Standard of Care.

Contractor shall perform all its obligations under the Contract Documents in accordance with the highest standard of care applicable to the performance of services and Work required by the Contract Documents. In the event portions of the Project are to be performed in accordance with a specific performance standard, the Work shall be performed so as to achieve such standard.

1.5 Compliance with Applicable Laws.

Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project, and shall give all notices and comply with all applicable laws and lawful orders of any governmental authorities (including, without limitation, those laws, ordinances, rules, regulations and lawful orders relating to safety, prevailing wage, Hazardous Substances, and equal employment opportunities); pay all local, state and federal taxes; and pay all benefits, insurance, taxes and contributions for Social Security and Unemployment Insurance which are measured by wages, salaries or other remuneration paid to Contractor's employees. Contractor shall be liable for all violations of such laws and regulations in connection with the Contractor’s obligations on this Project. If Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a Charter city are a part of this Agreement to the same extent as though set forth herein and will be complied with. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents (hereinafter “City”) free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

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This Agreement is subject to and incorporates the terms of the Housing and Community Development Act of 1974, as amended by the Cranston-Gonzalez National Affordable Housing Act, 1990, and the 24 CFR Part 85. If the compensation under this Agreement is in excess of $100,000 then Contractor shall comply with applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 18579h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency Regulations (40 CFR part 15).

The Contractor must obtain and present all relevant state and local insurance, training and licensing pursuant to Work required within this Contract. Contractor shall also comply with the following laws:

1.5.1 Prohibition Against Employment Discrimination.During the performance of this Contract, the Contractor will not discriminate against any employee or applicant for employment because of race, color, gender, marital status, ethnicity, religion, age or medical condition as set forth in the California Labor Code Section 177.6, Government Code, Title VII of the Civil Rights Act and the Civil Rights Act of 1991 and any amendments to the above. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor; state that all qualified applicants will receive consideration for employment without regard to race, color, gender, marital status, ethnicity, religion, age or medical condition.

In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this Contract or with any of such rules, regulations or orders, this Contract may be canceled, terminated or suspended in whole or part and the Contractor may be declared ineligible for further Government contracts and such other sanctions may be imposed and remedies invoked as provided by law.

1.5.2 Clayton Act and Cartwright Act.In accordance with Section 7103 of the California Public Contract Code, in entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the Contractor or subcontractor offers and agrees to assign to the City all rights, and interest in and all causes of action it may have under Section 4 of the Clayton Act or under the Cartwright Act, arising from the purchases of goods, services or materials pursuant to this Contract.

1.5.3 Federal Lobbyist Requirements.The Contractor is prohibited by the Department of Interior and Related Agencies Appropriations Act, known as the Byrd Amendments, and HUD’s 24 CFR Part 87, from using federally appropriated funds for the purpose of influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with the awarding of any Federal Contract, the making of any Federal grant, loan or cooperative agreement, and any extension, continuation, renewal, amendment or modification of said documents.

1.5.4 Subletting and Subcontracting.Contractor acknowledges and agrees that it is the City’s intent for the provisions of the Subletting and Subcontracting Fair Practices Act (commencing with Section 4100 of the California Public Contract Code) to apply to all phases of the Work.

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1.5.5 Prevailing Wage Requirements.This Project is funded in whole or in part with Federal Housing and Community Development funds. The Federal Labor Standards Provisions, including prevailing wage requirements of the Davis-Bacon and Related Acts will be enforced.

This Project is a public work in the State of California, which may be funded in whole or in part with public funds. Therefore, the higher of the two applicable prevailing wage rates, federal or state, will be enforced. Contractor’s duty to pay State prevailing wages can be found under California Labor Code Section 1770 et seq. and the penalties for failure to pay prevailing wages and employ apprentices including forfeitures and debarment can be found in California Labor Code Sections 1775 and 1777.7, as such wage rates are amended from time to time. It is the Contractor’s responsibility to ensure payment of prevailing wages and inform all subcontractors that prevailing wage requirements apply to this construction project from commencement of the Contract through completion of the Work. .aContractor shall pay all employees on said Work a salary or wage at least equal to the prevailing salary or wage established for such Work as set forth in the wage determinations and wage standards applicable to this Work. Contractor shall forfeit to the City, as penalty, Fifty Dollars ($50.00) for each calendar day or portion thereof for each worker paid (either by him or any subcontractors under him) less than the prevailing rate described above on the Work provided for in this Agreement, all in accordance with the State Labor Code and be subject to debarment from future public works projects with the City for a period not to exceed three (3) years. The Contractor shall not require more than eight (8) hours in a day from any person employed by him hereunder, except as provided in the Labor Code. The Contractor shall conform to the State Labor Code and it is agreed that the Contractor shall forfeit to the City, as penalty, the sum of Twenty Five Dollars ($25.00) for each worker employed in the execution of this Contract by the Contractor or any subcontractors for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in one day or 40 hours in one week in violation of said article. The Contractor shall indemnify, defend and hold harmless the City, its officials, officers, employees and agents from any and all liability including, but not limited to wages, overtime pay, liquidated damages, penalties, court costs, and attorneys fees arising under any wage and hour law including, but not limited to the Federal Fair Labor Standards Act, as amended, for work performed by the Contractor’s employees for which the City may be found jointly or solely liable.

1.5.6 Employment of Apprentices.Pursuant to California Labor Code Section 1777.5, Contractor shall file with the appropriate Joint Apprenticeship Training Committee (“JATC”), a DAS-140 form registering to train apprentices. Only those programs approved by the California Apprenticeship Council are applicable to accept DAS-140 registration forms. In addition, Contractor is required to make appropriate training contributions as set forth in the prevailing wage determination to each appropriate JATC, or in the alternative, to the California Apprenticeship Council. .aContractor shall forfeit to the City, as penalty, Fifty Dollars ($50.00) for each calendar day and be subject to debarment from future public works projects with the City for a period not to exceed three (3) years for failure of Contractor to register to train apprentices or failure to pay the appropriate training contribution.

1.5.7 Certified Payrolls.Pursuant to California Labor Code Section 1776, Contractor shall keep weekly payroll records, which shall be certified under penalty of perjury to record the proper payment of prevailing wages for this Project. City shall accept computer printouts (which are then certified) in lieu of the standard form as long as the computer printout provides all of the same information as required on the certified payroll form. Failure of Contractor to provide the certified payrolls within ten (10) days of a written deficiency notice from the City shall result in a penalty of Twenty Five Dollars ($25.00) per day per worker for each day of violation. City maintains the right to withhold any and Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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all funds due the Contractor and/or his/her subcontractors in the event that certified payrolls are not maintained and provided to the City upon request.

1.5.8 Employment Eligibility.Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to the Immigration Reform and Control Act of 1986, as may be amended from time to time. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement, and shall not violate any such law at any time during the term of this Agreement. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors performing any work relating to this Project or this Agreement to make the verifications and comply with all requirements and restrictions provided herein. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in this Section 1.5.8. Should Contractor employ undocumented aliens for the performance of Work covered by this Agreement, and should any liability or sanctions be imposed against the City for such use of undocumented aliens, Contractor hereby agrees to and shall reimburse City for the cost of all liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred by City.

1.5.9 Water Pollution Control.

1.5.9.1 Best Management Practices (BMPs).Contractor, without limitation, shall be responsible to provide and implement Best Management Practices to comply with National Pollution Discharge Elimination System (“NPDES”) standards and practices. The Contractor shall be responsible, to the fullest extent possible, not to permit any contaminants, including soil, to enter any drainage system. Contractor shall be responsible to maintain equipment so that oil, grease, gasoline, diesel fuel, et al., does not contaminate areas subject to run-off. The Contractor and its surety shall fully indemnify the City for any pollution damage and/or cleaning costs. All construction of off-site and on-site improvements shall adhere to NPDES Best Management Practices to prevent deleterious materials or pollutants from entering the City or County storm drain systems. Best Management Practices shall be defined as any program, technology, process, site criteria, operating method, measure or device which controls, prevents, removes or reduces pollution. Contractor shall obtain and refer to the California Storm Water Best Management Practice Handbooks, Volume 3 Construction BMP Handbook and the Los Angeles County Department of Public Works Best Management Practices Handbook for Construction Activities.

The City, as permittee, is subject to enforcement actions by the State Water Resources Control Board, Environmental Protection Agency and private citizens. The City may assess the Contractor a penalty of One thousand Dollars ($1,000.00) for each calendar day that the Contractor has not fully implemented the BMPs specified for the contract and/or is otherwise in noncompliance with these provisions. In addition, the City will deduct, from the final payment due the contractor, the total amount of any fines levied on the City, plus legal and staff costs, as a result of the Contractor’s lack of compliance with these provisions and/or less than complete implementation of the specified BMPs.

1.5.10Upon City's request, Contractor shall furnish evidence satisfactory to City that any and all of the foregoing obligations have been fulfilled. Without limiting the foregoing, Contractor shall pay all employees on said Work a salary or wage at least equal to the prevailing salary or wage established for such Work as set forth in the wage determinations and wage standards applicable to this Work.

1.6 Key Personnel.

1.6.1 Contractor’s Representative. Contractor hereby designates Curtis P. Brown III,
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President of Contractor as Contractor’s Representative, who shall be deemed to be Contractor’s agent with express authority to bind Contractor with respect to all matters requiring Contractor’s approval or authorization.

1.6.2 City’s Representative. City hereby designates the Director of the Public Works Department, or his/her designee as City’s Representative for this Project.

1.7 Independent Contractor.

Contractor shall be an independent contractor, and neither Contractor, its officers, principals, employees, agents, volunteers and subcontractors (collectively hereinafter the “Contractor”), shall be considered employees or agents of City. Neither the City nor any of its officers, employees, agents or volunteers shall have any control over the conduct of the Contractor, except as expressly set forth in this Agreement. Contractor shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Contractor expressly warrants that while engaged in carrying out and complying with any terms and conditions of this Agreement that Contractor shall not at any time or in any manner, represent that Contractor is in any manner officers, employees, agents or volunteers of the City. Contractor shall obtain no rights to retirement, health care or any other benefit that accrue to City officials, officers, or employees. Contractor expressly waives any claim to such rights.

1.7.1Contractor verifies that it possesses a “Class A” Contractor’s License(s) adequate to perform the Work herein described and that all subcontractors of Contractor have equivalent licenses for their specific trades. Contractor further verifies that it and its subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work under the Labor Code.

1.8 Permits.

Contractor understands and assumes all risk and sole responsibility, without any adjustment to the Contract Price or Contract Time, for obtaining all permits, licenses and approvals that may be necessary for the Project to be completely constructed and ready for acceptance or occupancy by City.

Prior to or at the time of execution of this Agreement, the Contractor, and all Contractor’s subcontractors, shall purchase a business license permit in conformance with Section 9-1.2 of the Compton Municipal Code and obtain applicable no-fee construction permits.

2.0 SCOPE OF SERVICES

2.1It is the mutual understanding of the Parties that all construction services to be performed hereunder shall be performed pursuant to the fee schedule, scope of work, the City Engineer and/or Project Manager, and other requirements contained in the Contract Documents. Contractor agrees to provide and furnish all necessary professionals, managers, supervisors, staff, equipment, materials, laborers, necessary tools, expendable equipment, all utility and transportation services and other facilities required to complete the following work:

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ANNUAL RESIDENTIAL STREET REHABILITATION PROJECT, CIP# 18-01, PHASE 2C
The Annual Residential Street Rehabilitation Project CIP# 18-01, Phase 2C (“Project”) provides improvements to streets in accordance with the plans, specifications and other contract documents as specified herein and shall consist of the following general work descriptions:
construction of cold mill, ARHM pavement, AC base course, aggregate base, full depth AC slot pavement, curb and gutters, sidewalks, cross gutter, driveway approach, curb ramps, signing, striping, markings, and pavement legends, traffic signal loop, adjust to grade existing sewer manhole, water valve, water meter, and storm drain manhole, and such other items or details, not mentioned above, that are required by the plans and standard specifications. The Project locations are as follows:

No. Street Name Limits

1. Alameda Street (East & West) City Limit North to City Limit SouthAuto Drive

2. Alameda Street (East) City Limit North to the Street Southern End

23. Walnut Street Central Avenue to Acacia CourtAvenue

34. Walnut Parkway Cul De Sac to Cul De Sac

45. Walnut Park Drive Walnut Parkway to Walnut Street

2.2 Management of Construction Work.

In addition to the Construction Work, Contractor shall cooperate with the City, City’s Engineer and/or any construction management firm it may utilize as concerns and is incidental to construction projects of the nature and scope of this Project. The services required are not intended in any manner to diminish the overall responsibility of Contractor for the full and final completion of the Construction Work within the time and cost constraints specified in this Contract.

Contractor shall bear all costs associated with this Work, including, but not limited to, all professional, technical, clerical services, materials, tools, equipment, transportation, telephone, etc., used by Contractor in connection with this Work.

3.0 CONTRACT PRICE

3.1 Total Compensation.

As full and complete compensation for the faithful performance of all of the Work hereunder performed by Contractor in accordance with the Contract Documents, City shall pay, and Contractor agrees to accept, a not-to-exceed maximum sum of Nine Million Six Hundred Eighty Seven Thousand Eight Hundred Dollars ($9,687,800) (“Contract Price”), subject to adjustments for changes in the Work as may be agreed to in writing by the City and Contractor.

3.2 The Contract Price, unless changed by a properly authorized and written Change Order, represents the absolute limit of obligation or liability that City may ever have insofar as the cost for full and final completion of the Work, and the total of all payments to Contractor are concerned. Should additional amounts be required to be expended, over and above the Contract Price, to achieve completion of the Work, including project construction, and payment to Contractor, in accordance with this Contract, liability for and payment of such additional amounts shall be the sole responsibility of Contractor and its Contract surety herein, and City shall not be liable for same. Should Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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the final cost of the construction work and Contractor’s compensation total less than the Contract Price, or any approved revision thereof, the difference shall inure to the benefit of City and no claim for all or any portion of said difference shall be valid against or payable by City.

3.3 Payments.

Progress payments may be made in arrears based on the percentage of work and deliverables completed by the Contractor. If Contractor fails to submit the required deliverable items according to schedule, the City shall have the right to delay payment and/or terminate this Agreement in accordance with the provisions noted herein.

Contractor shall be reimbursed in accordance with the provisions of California Public Contract Code, Section 20104.50, upon receipt by the City of itemized invoices for services completed.

City will verify the accuracy of the request, correct the charges where appropriate and make payment to the Contractor in an amount equal to the amount of such invoice, as verified or corrected by City.

Invoices shall be submitted no later than 45 calendar days after the performance of Work for which the Contractor is billing. Invoices shall be delivered or mailed to the Public Works Director or his/her designee at the following address: City of Compton, 205 South Willowbrook Avenue, Compton, California 90220.

3.4 Retention.

Contractor agrees to the withholding of a 5% retention fee by the City. Unless there is a dispute, within sixty (60) days after the date of completion of the Work, the retention fee shall be released.

If there is a dispute, the City may withhold from the final payment an amount not to exceed 150% of the disputed amount. For purposes of this section, “completion” means any of the following:
The occupation and use of the improvement by the City after cessation of labor on the Work; or
The acceptance of the Work by the City; or
Cessation of labor on the Work of improvement for continuous period of at least 100 days, due to factors beyond the control of the City; or Cessation of labor on the Work of improvement for continuous period of at least 30 days if the City files for record a notice of cessation or a notice of completion. -Or-
Pursuant to Section 22300 of the Public Contract Code, this Contract permits the substitution of securities for any monies withheld by a public agency to ensure performance under this Contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the public agency, or with a state or federally chartered bank as the escrow agent, who shall then pay such monies to the Contractor. Upon satisfactory completion of the Contract, the securities shall be returned to the Contractor.

Securities eligible for investment under this section shall include those listed in Government Code Section 16430 or bank or savings and loan certificates of deposit. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon.

In the alternative, under Section 22300, Contractor may request the City to make payment of earned retentions directly to the escrow agent at the expense of Contractor. Also at Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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Contractor‘s expense, Contractor may direct investment of the payments in securities, and Contractor shall receive interest earned on such investment upon the same conditions as provided for securities deposited by Contractor. Upon satisfactory completion of the Contract, Contractor shall receive from the escrow agent all securities, interest and payments received by escrow agent from the City pursuant to the terms of Section 22300. Contractor shall pay to each subcontractor, not later than 20 days after receipt of such payment, the respective amount of interest earned, net of costs attributed to retention withheld from each subcontractor, on the amount of retention withheld to insure performance of Contractor.

3.5 Contractor’s Warranty of Contract Price.

Contractor warrants and represents that the Contract Price, includes without Limitation:
(i) all overhead, general and administrative expenses, including without limitation, both on-site and off-site direct job expenses and home office overhead for the Project and all fees and assessments for building and other permits for which Contractor is responsible, licenses and inspections required for the Project, and (ii) includes and assumes that from time to time Contractor will encounter delays, difficult conditions arising from limited access to work areas or other interferences for which responsibility is not otherwise attributable to Contractor and unforeseen conditions at the Site not constituting differing site conditions.

Except as otherwise provided in the Contract Documents, Contractor assumes full responsibility for its examination, investigation and understanding of such delays and difficulties which may be encountered, and shall be deemed to have included in its Contract Price a sum to cover the cost and expense associated therewith.

4.0 TIME

4.1 Time of Essence.

Time is of the essence with respect to all time limits set forth in the Contract Documents.

4.2 Commencement.

4.2.1 Construction Services. Contractor agrees to commence the Work provided for herein within 10 calendar days after receipt of the Notification to Proceed or as otherwise agreed in writing with the Director of his/her designee, and continue in a diligent, professional and worker-like manner as directed by the City without interruption until the each of the requested segment(s) and/or location(s) identified by the City for repairs and work is completed or within a total of 200 working days (this period is inclusive of time to procure needed materials, mobilization, etc.), whichever occurs first, unless this Agreement is extended, suspended or terminated as provided herein. .aNotwithstanding any other provisions of this Contract, Contractor shall not be obligated to perform any work and the City shall not be obligated to accept or pay for any work performed by the Contractor prior to issuance of a Notice to Proceed. The City’s knowledge of work being performed prior to issuance of the Notice to Proceed shall not obligate the City to accept or pay for such work. Contractor shall provide all required contract bonds and evidences of insurance prior to commencing work pursuant to this Contract.

4.3 Extensions.

The Contract Time shall not be extended except by a properly authorized and written Change Order issued in accordance with the Contract Documents.

Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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4.4 Compensation for Delay.

4.4.1 Sole Remedy. Extensions of time adjusting the Contract Time shall be Contractor's sole and exclusive remedy for delay for reasons beyond its reasonable control.

4.5 Liquidated Damages.

IF CONTRACTOR FAILS TO ACHIEVE SUBSTANTIAL COMPLETION OF THE WORK WITHIN THE PERIODS OF TIME REFERRED TO IN PARAGRAPH 4.2.1 OF THIS AGREEMENT (AS

ADJUSTED BY CHANGE ORDER FOR EXTENSIONS PERMITTED BY THE CONTRACT

DOCUMENTS), CITY WILL INCUR DAMAGES, THE AMOUNT OF WHICH WILL BE DIFFICULT OR

IMPOSSIBLE TO ESTABLISH WITH CERTAINTY, INCLUDING BUT NOT LIMITED TO INEFFICIENCY AND DISRUPTION OF CITY'S OPERATIONS. THE PARTIES THEREFORE AGREE THAT FOR EACH DAY PAST THE COMPLETION DATES REFERRED TO IN PARAGRAPH 4.2.1 (AS ADJUSTED BY

CHANGE ORDER FOR THE EXTENSIONS PERMITTED BY THE CONTRACT DOCUMENTS) THAT

THE WORK IS NOT SUBSTANTIALLY COMPLETE, CONTRACTOR SHALL PAY CITY THE SUM OF ONE THOUSAND DOLLARS ($1,000) FOR EACH CALENDAR DAY DELAYED BEYOND THE TIME PRESCRIBED FOR FINISHING THE WORK AS LIQUIDATED DAMAGES. THIS SUM REPRESENTS

A REASONABLE EFFORT TO ESTIMATE FAIR COMPENSATION FOR THE FORESEEABLE

LOSSES CITY WILL INCUR ON ACCOUNT OF DELAYS IN SUBSTANTIAL COMPLETION OF THE WORK AND IS NOT A PENALTY. IF LIQUIDATED DAMAGES ARE NOT PAID, THE CITY MAY

DEDUCT THE AMOUNT THEREOF FROM ANY MONEY DUE OR THAT MAY BECOME DUE TO THE

CONTRACTOR UNDER THIS AGREEMENT IN ADDITION TO ANY OTHER REMEDY AVAILABLE TO THE CITY. CONTRACTOR SHALL NOT BE ASSESSED LIQUIDATED DAMAGES IF THE DELAY IS

CAUSED BY ACTS OF GOD WHICH COULD NOT REASONABLY HAVE BEEN FORESEEN OR GUARDED AGAINST; STRIKES, BOYCOTTS OR LIKE OBSTRUCTIVE ACTIONS BY CONTRACTOR’S OR IT’S SUBCONTRACTOR’S EMPLOYEES WHICH ARE BEYOND CONTRACTOR’S CONTROL; FAILURE OF CITY TO PERFORM; OR FAILURE OF A PUBLIC

UTILITY TO RELOCATE OR REMOVE AN EXISTING UTILITY REQUIRED FOR PERFORMANCE OF THIS CONTRACT. CITY AND CONTRACTOR HEREBY INDICATE THEIR AGREEMENT TO THE FOREGOING LIQUIDATED DAMAGES PROVISION:
____________________________ ________________________________________ City of Compton – City Manager Contractor – Palp, Inc. dba Excel Paving

4.6 Construction Schedule.

Contractor shall prepare and submit to City a detailed Construction Baseline Schedule (showing all milestones with critical activities on the Baseline Schedule) for each street segment(s) and/or location(s) identified and requested for repairs and Work prior to commencing construction. No Work shall be started until the Schedule has been approved in writing by the City. The Construction Schedule shall be prepared, utilizing a time-scaled bar chart showing continuous flow from left to right and major milestones which are critical to the completion of the construction of the Project and a clearly highlighted critical path. Durations and specific calendar dates shall be clearly and legibly shown for the start and finish of each activity. Activities shall be in sufficient detail to demonstrate a practical plan to complete the construction within the Contract Time. There shall be no extension of time granted due to delay caused by inability to obtain materials without the advance written approval of the Public Workers Director or his/her designee.

Contractor shall be held responsible for coordination of all phases of the operations/Work so that the schedule can be met. If Contractor desires to make a major change in its methods or Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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operations after commencing construction or if its Schedule fails to reflect the actual progress, the Contractor shall submit to the City a revised Construction Schedule. Said revised Schedule shall be submitted in advance of beginning revised operations. The City may suspend all progress payments if the Contractor fails to comply.

4.7 City Review Periods.

All schedules prepared by Contractor, shall include such City review periods as are required by the nature of the work and/or as requested by the City. Contractor shall in all cases deliver to City prior to commencement of a City review period a written request for review, accompanied, if appropriate, by the document, question or other information requiring the City or Architect review, response, approval or consideration. For purposes of determining compliance with the City review periods, if Contractor does not deliver its request for review before the first day of a City review period scheduled in the governing schedule, the City review period shall not commence until Contractor delivers such request and the respective City review date shall be extended (without any corresponding adjustment to the Contract Time) on a day-for-day basis until Contractor delivers such request to the proper entity from which a response, review or approval is sought. To the extent that such an extension causes delay to Contractor's performance within the Contract Time, such delay shall be deemed an inexcusable delay.

4.8 Governmental Authority Review Periods.

Contractor shall include in all of the schedules it prepares estimates of the time required for governmental authorities to inspect, review and approval of the Work while in progress. Contractor is solely responsible for the sufficiency and accuracy of its estimates of time for all governmental authority review periods.

5.0 CONSTRUCTION PHASE

5.1 General.

5.1.1Contractor shall completely perform, to City’s satisfaction, all of the Work in accordance with this Agreement and other Contract Documents.

5.1.2Unless otherwise provided in the Contract Documents, Contractor shall furnish, or cause to be furnished, and shall pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated into the Work.

5.1.3Contractor shall attend meetings with City as frequently as is necessary to the expeditious performance of the Work for the purpose of discussing construction issues which may arise during the Project.

5.2 Supervision of Work.

Contractor shall supervise and direct the Work, using Contractor’s best skill and attention.

Contractor shall be solely responsible for and have control over all construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work.

Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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5.3 Permits, Approvals, Licenses and Notices.

Contractor shall obtain and pay for (i) all permits, approvals, licenses and easements; and (ii) government charges and inspection fees pertaining to the construction of the Project.

5.4 Safety.

5.4.1Contractor shall have overall responsibility for safety precautions and programs in the performance of the Work.

5.4.2Contractor shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect:
.aEmployees and all other persons at the Site;
.bMaterials and equipment stored on the Site or off the Site at locations for use in performance of the Work; and
.cThe Project and all property located at the Site, whether or not said property or structures are part of the Project or involved in the Work.

5.4.3Contractor shall designate an individual at the Site in the employ of Contractor who shall act as Contractor’s designated safety representative with a duty to prevent accidents.

5.4.4Losses not insured under property insurance which may arise from the performance of the Work, to the extent of the negligence attributed to such acts or omissions of Contractor or anyone for whose acts Contractor may be liable, shall be promptly remedied by Contractor at Contractor’s cost and without reimbursement by City as a cost of work, or in any other manner.

5.4.5If City deems any part of the Work or Site unsafe, City may require Contractor, without assuming responsibility for Contractor’s safety program, to immediately stop performance of the Work or take corrective measures. Neither City’s order nor Contractor’s action in response thereto shall be the basis for adjustment in the Contract Price or Contract Time.

5.4.6Should this work involve digging trenches or other excavations that extend deeper than four (4) feet below the surface, the Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any:
.aMaterial the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code that is required to be removed to a Class I, Class II or Class III disposal site.
.bSubsurface or latent physical conditions at the Site differing from those indicated by information about the Site made available to bidders prior to deadline for submitting bids. .cUnknown physical conditions at the Site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.

5.4.7Contractor represents that in advance of the excavation of any trench deeper than five (5) feet, it shall submit for acceptance by the City or a registered civil or structural engineer, employed by the City, to whom authority to accept has been delegated, in advance of excavation, of a Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

5.5 Substitutions.

There shall be no substitutions in the Work or procedures or methods specified by the Contract Documents for performing the Work, unless Contractor first receives written approval for such substitution from City.

5.6 Trade Contractors.

5.6.1If applicable, Contractor shall employ only Trade Contractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Each Trade Contractor, of every tier, shall be fully bound to the Contract Documents in the same manner as Contractor is bound to City for all the requirements of the Contract Documents to the extent applicable to the Trade Contractor’s portion of the Work.

5.6.2Contractor assumes responsibility for the proper performance of the Work of Trade Contractors, of every tier, and any acts or omissions in connection with such performance.

Contractor shall coordinate the activities of all Trade Contractors, of every tier.

5.7 Separate Contractors.

5.7.1Contractor agrees to reasonably cooperate with, and coordinate its activities so as not to interfere with, those Separate Contractors performing work at the Site, so that the Project can be completed in an orderly and coordinated manner without delay.

5.7.2If any part of the Work depends upon other work performed by Separate Contractors, Contractor shall, prior to proceeding with that part of the Work, inspect such other work and promptly notify the City of any circumstance or fact that would render such other work unacceptable for the proper performance of the Work. Contractor shall not proceed with such part of the Work without further direction from the City. Contractor shall be liable for losses incurred due to any defects in such other work not so reported by Contractor.

6.0 ACCOUNTING RECORDS

6.1 Access.

Contractor shall keep, and shall include in its contracts with its Trade Contractors, provisions requiring its Trade Contractors to keep, full and detailed accounts in accordance with the requirements of the Contract Documents and exercise such controls as may be necessary for proper financial management of the Work. Such accounting and control systems shall comply with prevailing custom and practice for similar Projects and be satisfactory to City and shall include preservation of such records for a period of four (4) years after final completion of the Work, or for such longer period as may be required by law.

Contractor shall allow, and shall include in its contracts with its Trade Contractors, provisions requiring its Trade Contractors to allow, City or its authorized representative(s) and accountants, within twenty-four (24) hours after requested by City, to inspect, audit or reproduce any and all records relating to the Project. Such records shall include all information, materials and data of every Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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kind and character (hard copy, as well as computer readable data if it exists), that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations relating to the Project, including without limitation the following: agreements; purchase orders; leases; contracts; commitments; arrangements; notes; schedules; daily diaries; superintendent reports; drawings; receipts; vouchers; memoranda; accounting records; job cost reports, job cost files (including documentation covering negotiated settlements); backcharge logs; general ledgers; documentation of cash and trade discounts earned, insurance rebates and dividends; any documents customarily maintained by contractors performing work on a cost plus a fee basis; other documents that City otherwise deems necessary to substantiate charges or claims related to the Project.

6.2 Enforcement.

Contractor hereby consents and agrees that any failure by Contractor to provide access to records as provided in this Article 6.0 shall be specifically enforceable by issuance of a preliminary and/or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony, to compel Contractor to permit access, inspection, audit and/or reproduction of the records or to require delivery of the records to City for inspection, audit and/or reproduction.

7.0 INDEMNITY, BONDS

7.1 Indemnity.

7.1.1 General Indemnity. To the fullest extent allowed by law, Contractor hereby agrees to defend, indemnify, and hold harmless City, its City Council, boards and commissions, officials, officers, agents, employees, representatives, insurers and volunteers (hereinafter collectively referred to as "City") through legal counsel acceptable to City, from and against any and all Losses arising directly or indirectly from, or in any manner relating to, any of the following: (i) any act or omission (negligent or otherwise) of Contractor, or by its Trade Contractors, of any tier; (ii) performance or nonperformance by Contractor or its Trade Contractors, of any tier, of any of the obligations under this Agreement or the other Contract Documents; (iii) the construction activities of Contractor, or its Trade Contractors, of any tier, either on the Site or on other properties; (iv) the payment or nonpayment of money by Contractor, or by any of its Trade Contractors, of any tier; or (v) any personal injury, property damage or economic loss to third persons or entities associated with the performance or nonperformance by Contractor, or any of its Trade Contractors, of any tier; provided, however, that nothing contained herein shall be construed as obligating Contractor to indemnify the City for losses resulting from the City’s sole negligence, active negligence or willful misconduct. Contractor shall pay City for any costs incurred in enforcing the defense and/or indemnity obligations under this provision. Nothing in this Section 7.1 shall be construed to give rise to any implied right of indemnity in favor of Contractor against the City.

7.1.2 Survival. The provisions of Paragraph 7.1.1 shall survive complete performance or termination of this Agreement.

7.1.3 Severability. The invalidity of any portion of Paragraph 7.1.1 shall not affect or render unenforceable any other portions thereof.

7.2 Bonds.

7.2.1 Bond Forms. Prior to commencing any construction of the Work, Contractor shall file with City good and sufficient "Labor and Material Payment" and "Performance" bonds in the amount of one hundred percent (100%) of the Contract Price for each. Contractor shall take steps to assure that the penal sum of the bonds shall be increased by the amount of any additive adjustments to Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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the Contract Price due to Change Orders. The bonds shall be on forms satisfactory to and approved by City, signed by both Contractor and surety and properly notarized. Should any bond required hereunder or any surety on such bond become or be determined by City to be insufficient, it shall be replaced within ten (10) days by a bond that fully complies with the requirements of this Paragraph 7.2.1. No further payments to Contractor for work performed shall be made or become due until Contractor has fully complied with the requirements of this Section 7.2.

7.2.2 Duration. The payment bond shall remain in effect until sixty (60) days after final completion of the Work and all claims by Contractor and Trade Contractors, of every tier, have been satisfied. The performance bond provided by Contractor shall remain in effect for the duration of the period of all warranties required by the Contract Documents and shall assure faithful performance of all of Contractor's obligations under the Contract Documents, including, without limitation, all obligations that survive final completion or termination, such as but not limited to Contractor's obligations under its warranties, guarantees and to defend and indemnify City.

7.2.3 Premiums. The premiums for all bonds are included in the Contract Price and shall be paid by Contractor.

7.2.4 Obligees. The performance and payment bonds shall name City as obligee.

7.2.5 Changes. Change Orders, Field Orders, Modifications, Scope Changes and other Changes in the Work and adjustments to the Contract Price or Contract Time shall in no way release or exonerate Contractor or its sureties from their obligations and notice thereof shall be waived by such sureties.

7.2.6 Communications. City shall have the right to communicate with Contractor's sureties with respect to matters that are related to Contractor's performance of its obligations under the Contract Documents. Such communications shall not create or be interpreted as creating any contractual relationship between City and any such surety.

8.0 INSURANCE

8.1 Insurance Requirements.The Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this Section 8.0.

As a condition precedent to the effectiveness of this Contract for work to be performed hereunder and without limiting the Contractor’s indemnification of the City, Contractor shall provide and maintain at its own expense during the term of this Agreement the following program(s) of insurance covering its operations hereunder. Failure on the part of the Contractor to procure or maintain insurance shall constitute a material breach upon which the City may immediately terminate this Agreement. Contractor agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. In the event that the Contractor's operations are suspended for failure to maintain required insurance coverage, the Contractor shall not be entitled to an extension of time for completion of the Work because of production lost during suspension.

8.2 Minimum Scope of Insurance.Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Contractor under the terms of the Agreement. Contractor shall procure and maintain, at its own costs and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary for its proper Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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protection of the work.

8.2.1 Commercial General Liability.Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01 11 88, with minimum limits of at least One Million Dollars ($1,000,000.00) per occurrence, and if written with an aggregate, the aggregate shall be double the per occurrence limit. Defense costs shall be paid in addition to the limits. Products and completed operations coverage shall be maintained for a minimum of two years after completion of the Work.
.aThe policy shall contain no endorsements or provisions limiting coverage for (1) explosion, collapse or underground hazard (XCU); (2) products and completed operations; (3) contractual liability; (4) third party action over claims; (5) cross liability exclusion for claims or suits by one insured against another; or (6) contain any exclusions contrary to the Contract.

8.2.2 Automobile Liability.Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 06 92 covering "Any Auto" (Symbol 1) with minimum limits of One Million Dollars ($1,000,000.00) each accident. If Contractor does not own any company vehicles, the requirement may be satisfied by providing (a) a Personal Automobile Liability policy for the Contractor's own vehicle (as specified in the following paragraph); and (b) a non-owned auto endorsement to the Commercial General Liability policy if Contractor may use vehicles of others (e.g., vehicles of employees). Independent Contractors may not be able to purchase a Business Automobile policy and consideration may be given to accepting a Personal Automobile Liability policy. Requirements should stipulate "Automobile Liability Insurance with a limit of not less than $1,000,000 each accident.”

8.2.3 Workers' Compensation.Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance, with a limit of not less than One Million ($1,000,000.00) per accident for bodily injury and disease. Workers' Compensation and Employer's Liability insurance may not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this.

8.2.4Builder’s Risk Insurance.Builder’s Risk Insurance for any property constructed on behalf of the City, to cover “all risk” of physical loss providing for loss or damage from collapse, including collapse resulting from design error. The value insured shall cover 100% of the completed Contract cost and shall be maintained until full acceptance of the Work.

8.3 Endorsements.Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.

8.3.1The policy or policies of insurance required by Section 8.2.1 (Commercial General Liability) shall be endorsed to provide the following:
.aAdditional Insured: The City, its officials, officers, employees, agents, and volunteers shall be named as “additional insured” with regard to liability and defense of suits or claims arising out of the performance of the Agreement. .bAdditional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Contractor; or (4) Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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contain any other exclusions contrary to the Contract.
.cCancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City, except ten (10) days written notice shall be provided for non-payment of premium.

8.3.2The policy or policies of insurance required by Section 8.2.2 (Automobile Liability) shall be endorsed to provide the following:
.aCancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City, except ten (10) days written notice shall be provided for non-payment of premium.

8.3.3The policy or policies of insurance required by Section 8.2.3 (Workers' Compensation) shall be endorsed to provide the following:
.aWaiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties. .bCancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City, except ten (10) days written notice shall be provided for non-payment of premium.

8.4 Waiver of Subrogation.Required insurance coverage’s shall not prohibit Contractor from waiving the right of subrogation prior to a loss. Contractor shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

8.5 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

8.6 Evidence of Insurance.The Contractor, concurrently with the execution of the Contract, and as a condition precedent to the effectiveness thereof, shall deliver certified copies of the required policies on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

8.7 Acceptability of Insurers.Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

8.8 Insurance for Subcontractors.All subcontractors shall be included as additional insured’s under the Contractor's policies, or the Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an “additional insured” to the subcontractor's policies.

Contractor shall submit proof of compliance with this provision upon request of the City.

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8.9 Reporting of Claims.Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Work under this Contract.

9.0 CHANGE ORDERS

9.1 Changes.City has the right, in its sole discretion, to make whatever changes it deems necessary or desirable to the Work; no change ordered by City shall entitle Contractor to an adjustment of the Contract Price or Contract Time unless it constitutes a Scope Change.

9.2 Change Orders.A Change Order is a duly authorized written order signed by City and Contractor, and issued after execution of this Agreement, authorizing an adjustment in the Contract Price and/or Contract Time. The Contract Price and Contract Time can be adjusted only by Change Order. No action, conduct, omission, prior failure or course of dealing by City shall act to waive, modify, change or alter the requirement that Change Orders must be duly authorized and in writing signed by City.

10.0 CERTIFICATIONS

10.1 Certification of Contractor.I, Curtis P. Brown III, HEREBY CERTIFY that I am the President, and duly authorized representative of the Contractor firm of Palp, Inc. dba Excel Paving and that, except as hereby expressly stated, neither I nor the above firm that I represent have: (i) employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above consultant) to solicit or secure this agreement; nor (ii) agreed, as an express or implied condition for obtaining this Contract, to employ or retain the services of any firm or person in connection with carrying out the agreement; nor (iii) paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above consultant) any fee, contribution, donation, or consideration of any kind, for or in connection with, procuring or carrying out this Agreement.

10.2 Debarment and Suspension Certification.The Contractor, under penalty of perjury, certifies that, except as noted below, he/she/it or any other person associated therewith in the capacity of owner, partner, director, officer, manager:
a. is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any Federal, State or local agency; and b. has not been suspended, debarred, voluntarily excluded or determined ineligible by any Federal, State or local agency within the past 3 years; and c. does not have a proposed debarment pending; and
d. has not been indicted, convicted, or had a civil judgment rendered against him/her/it by a court of competent jurisdiction in any matter involving fraud or official misconduct in connection with obtaining, attempting to obtain, or performing a public (Federal, state or local) transaction or contract under a public transaction; violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property within the past 3 years; and e. are not presently indicted or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in the preceding paragraph; and
f. have not had one or more public transactions (Federal, State or local) terminated for cause or default within the past 3 years.

If there are any exceptions to this certification, insert the exceptions in the following space.

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[Supply exceptions on separate page]
For any exception noted above, indicate below to whom it applies, initiating agency, and dates of action. [Attach separate page]
These certifications are a material representation of fact upon which reliance was placed when this transaction was made or entered into. The above certifications are part of this Contract. Signing this Agreement on the signature portion thereof shall also constitute signature of the above Certifications. ________________________________________ ___________________ Curtis P. Brown III, President (Date)

10.3 Non-Lobbying Certification for Federal-Aid Contracts.The Contractor certifies to the best of his or her knowledge and belief, that:
(a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.

These certifications are a material representation of fact upon which reliance was placed when this transaction was made or entered into. The above certifications are part of this Contract. Signing this Agreement on the signature portion thereof shall also constitute signature of the above Certifications. ________________________________________ ___________________ Curtis P. Brown III, President (Date)

11.0 DEFAULT AND TERMINATION

11.1 Default by Contractor.

11.1.1 Notice of Default. Without limitation to any of City’s other rights or remedies at law or in equity, City shall have the right to terminate this Agreement in the event that Contractor fails or refuses to perform any of the obligations set forth in this Agreement or the other Contract Documents, and fails to cure such default in the manner required hereafter.

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11.1.2 Opportunity to Cure Default. Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) business days after receipt of written notice of such default from City; provided, however, that if the breach cannot reasonably be cured within such time then Contractor will commence to cure the breach within two (2) days and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) calendar days after receipt of such written notice.

11.2 City's Rights and Remedies Upon Default.

11.2.1 Remedies Upon Default. In the event that Contractor fails to cure any breach of this Agreement within the time periods set forth above, then City may pursue any remedies available under law or equity, including, without limitation, the following:
.a Delete Certain Services. City may, without terminating this Agreement, delete certain portions of the Work, reserving to itself all rights to recover losses related thereto. .b Perform and Withhold. City may, without terminating this Agreement, engage others to perform the Work or portion of the Work that has not been performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to recover losses related thereto.
.c Suspend this Agreement. City may, without terminating this Agreement and reserving to itself all rights to recover losses related thereto, suspend all or any portion of this Agreement for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Price or Contract Time, and shall have no liability to Contractor for adjustment to the Contract Price, Contract Time, or for losses, if City directs Contractor to resume Work.
.d Terminate this Agreement. City may terminate all or any part of this Agreement for cause according to the notice provisions set forth in this Agreement, reserving to itself all rights to recover losses related thereto.
.e Invoke the Performance Bond. City may, with or without terminating this Agreement and reserving to itself all rights to recover losses related thereto, exercise its rights under the Contractor’s performance bond.

11.2.2 Rights Cumulative. All of City’s rights and remedies under this Agreement are cumulative, and shall be in addition to those rights and remedies available in law or in equity.

Designation in the Contract Documents of certain breaches as “material” shall not be construed as implying that other breaches not so designated are not material nor shall such designations be construed as limiting City’s right to terminate or the exercise of its other rights or remedies for default to only material breaches. City shall determine whether there has been noncompliance with the Contract Documents so as to warrant exercise by City of its rights and remedies for default. No termination or action taken by City after termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all losses suffered by City.

11.2.3 Monies. In the event of a termination or suspension of all or a portion of the Work due to a default by Contractor, City shall have the right, without releasing Contractor or its sureties from liability for failure to fulfill this Agreement, to withhold all or a portion of the monies owing or retained until final completion of the Work. Any cost over and above the Contract Price arising from the suspension of operations of this Agreement and the completion of the Work shall be paid by Contractor's Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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sureties. Contractor will be paid any surplus monies remaining after all contract disputes have been resolved and finally determined.

11.2.4 Delays by Sureties. Without limitation to any of City’s other rights or remedies under the law or in equity, City has the right to suspend the performance by Contractor's sureties in the event of any of the following: (i) failure of the sureties to begin work within a reasonable time in such manner as to ensure full compliance with the Contract Documents within the Contract Time; (ii) abandonment of the Work; (iii) if at any time City is of the opinion the Work is unnecessarily or unreasonably delayed; (iv) willful violation of any terms of this Agreement; (v) failure to perform according to this Agreement or the other Contract Documents; or (vi) failure to follow instructions of City for performance of the Work within the Contract Time. City will serve notice of such failure upon the sureties and in the event the sureties neglect or refuse to cure the breach within the time specified in such notice, City shall have the power to suspend the operation or any part thereof of Contractor’s sureties.

11.2.5 Contractor Obligations. Upon receipt of a notice of termination for default, Contractor shall, unless the notice states otherwise, perform each of the obligations set forth in Paragraph

11.4.1, below.

11.2.6 Damages to City.
.a Reservation of Remedies. City will be entitled to all damages available under the law, and all rights in equity, in the event of Contractor's breach of this Agreement or the other Contract Documents.
.b Deductions. If City suffers a loss due to Contractor's nonperformance, then such loss shall be deducted from the amounts withheld. Should the amount withheld exceed the amount deducted, the balance will be paid to Contractor or its designee upon completion of the Project. If the loss incurred by City exceeds the amount withheld, Contractor shall be liable to City for the difference and shall promptly remit same to City.
.c No Release. If, however, City elects to terminate this Agreement for cause, all monies due Contractor or retained under the terms of the Contract Documents shall be forfeited to City. Such forfeiture shall not release Contractor or its sureties from liability for failure to fulfill this Agreement. Contractor and its sureties will be credited with the amount of monies forfeited toward any greater sum they may be liable for in connection with Contractor's default.

11.3 Suspension by City for Convenience.City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time, as City may determine, with such period of suspension to be computed from the date of the written order. Without limitation to the foregoing, Contractor acknowledges that issuance of a suspension order by City due to circumstances relating to City’s compliance with the California Environmental Quality Act is foreseeable and that such suspension order, regardless of its duration, shall not be considered a breach by City of this Agreement. Upon receipt of a suspension order, Contractor shall, at City’s expense, comply with its terms and take all reasonable steps to minimize costs allocable to the Work covered by the suspension order during the period of work stoppage. Within the period of the above noted aggregate time, or such extension to that period as is agreed upon by Contractor and City, City shall either cancel the suspension order or it shall have the right, without incurring a liability to Contractor for lost profits or consequential damages, to delete the Work covered by such suspension order by issuing a Change Order.

11.3.1 Resumption. If a suspension order is canceled or expires, Contractor shall Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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resume and continue with the Work. A Change Order will be issued adjusting the Contract Price and/or the Contract Time for additional costs of work and delay necessarily caused by such suspension.

11.3.2 Suspension Order Required. The provisions of this Section 11.3 shall not apply if a suspension order is not issued by City. A suspension order shall not be required to stop the Work as permitted or required under any other provision of the Contract Documents.

11.4 Termination Without Cause.City shall have the option, at its sole discretion and without cause, to terminate this Agreement in part or in whole by giving thirty (30) days' written notice to Contractor as provided herein. Contractor agrees to accept such sums as allowed under this Section 11.4 as its sole and exclusive compensation and waives any claim for other compensation or Losses, including, but not limited to, Loss of anticipated profits, Loss of revenue, lost opportunity, or other consequential, direct, indirect, incidental Losses or damages, of any kind.

11.4.1 Contractor Obligations. Upon receipt of notice of termination without cause, Contractor shall, unless the notice directs otherwise, do the following:
.aImmediately discontinue performance to the extent specified in the notice;
.bPlace no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of its obligations as is not discontinued;
.cProvide to City a description, in writing no later than two (2) business days after receipt of the notice of termination, complete copies of all subcontracts, purchase orders and contracts that are outstanding, including any change orders, amendments and modifications thereto, status of payments and balance owing, the status of performance and claims by Trade Contractors, together with such other information as City may determine necessary in order to decide whether to accept assignment of, or request Contractor to terminate the subcontract, purchase order or contract; .dPromptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and
.eThereafter continue only such performance as may be necessary to preserve and protect work already completed or in progress and to protect materials and equipment on the Site or in transit thereto.

11.4.2 Final Billing. Following termination without cause and within thirty (30) days after receipt of a complete and timely billing from Contractor seeking payment of sums authorized by this Paragraph 11.4.2, City shall pay to Contractor as its sole and exclusive compensation for performance under this Agreement the following:
.aThe Contract Price earned and payable as of the date of termination, less sums previously paid to Contractor;
.bPlus, reasonable costs of work of Contractor and Trade Contractors for (i) demobilizing, and (ii) administering the close out of its participation in the Project (including, without limitation, all billing and accounting functions) for a period of no longer than thirty (30) days after receipt of the notice of termination;
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11.4.3 Trade Contractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts with its Trade Contractors permitting termination for convenience by Contractor on terms that are consistent with this Agreement and that afford no greater rights of recovery against Contractor for termination than are afforded to Contractor.

11.5 Contractor's Rights and Remedies.

11.5.1 Contractor's Remedies. Contractor may terminate this Agreement for cause only upon the occurrence of one of the following:
.aThe work is stopped for one hundred sixty (160) consecutive days, through no act or fault of Contractor, any Trade Contractor, of any tier, or any employee or agent of any of them, due to issuance of an order of a court or other governmental authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable.
.bCity fails to make payment of sums that are not in good faith disputed by City and fails to cure such default within (i) ninety (90) days after receipt of notice from Contractor notifying City of the default; and (ii) an additional thirty (30) days notice to City notifying it of its intention to terminate this Agreement.

11.5.2 Continuous Performance. Provided that Contractor is paid undisputed sums due under this Agreement, Contractor shall not stop, delay or interrupt continuous performance of the Work by reason of any dispute or disagreement with City, including, without limitation, any disputes or disagreements over payments of funds that are disputed in good faith by City.

12.0 MISCELLANEOUS PROVISIONS

12.1 Warranties.Contractor warrants and guarantees all Work under this Contract (which for purposes of this section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one (1) year (or period of time specified elsewhere in this Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) following completion and the date of final acceptance of the Project, Contractor shall, within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor’s obligation hereunder to correct defective Work shall be reinstated for an additional one (1) year, commencing with the date of acceptance of such corrected Work. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. This obligation shall survive completion or termination of the Contract.

12.2 Non-Liability of City Officers and Employees.No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or Construction Services Agreement – Palp, Inc. dba Excel Paving Annual Residential Street Rehabilitation Project (CIP #18-01, Phase 2C) Resolution No. ________/Public Works Department
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breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Contract.

12.3 Governing Law.This Agreement shall be governed by the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in Los Angeles.

12.4 Waiver of Jury Trial.Contractor voluntarily waives its right to a jury trial of any cause of action, claim, counter-claim or cross-complaint in any action, proceeding or hearing on any matter whatsoever arising out of, or in any way connected with, this Agreement, the relationship between City and Contractor, Contractor’s performance on the Project, or the enforcement of any remedy under any law, statute or regulation now or hereafter in effect. Contractor shall include this provision for waiver of jury trial right in its contracts with its Trade Contractors who provide work to the Project, waiving the right of a jury trial in any action involving City as a party, whether by joinder, consolidation, counter-claim, cross-complaint or otherwise.

12.5 Severability.Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties.

12.6 Successors and Assigns.This Agreement shall be binding on successors, assigns and legal representatives of and persons in privity of contract with City or Contractor. Contractor shall not assign, sublet or transfer an interest in this Agreement without advance written approval of City.

Assignment, subletting or transfer will not release Contractor from any of its obligations to City.

12.7 Interpretation.Contractor and City acknowledge that the terms of this Agreement has been mutually negotiated and that such documents shall not be interpreted against either City or Contractor on the basis that either party was responsible for or in control of the drafting of such documents.

12.8 Survival.All provisions of this Agreement which by their nature continue beyond the termination or completion of performance under this Agreement, including, without limitation, those obligations pertaining indemnification, insurance and confidentiality, shall survive and continue in force after either termination or completion of performance by Contractor.

12.9 Conflict of Interest.The Contractor represents, warrants and agrees that to the best of its knowledge, it does not presently have, nor will it acquire during the term of this Contract, any interest direct or indirect, by Contract, employment or otherwise, or as a partner, joint venturer or shareholder (other than as a shareholder holding a one percent (1%) or less interest in publicly traded companies) or affiliate with any business or business entity that has entered into any Contract, subcontract or arrangement with the City. Upon execution of this Contract and during its term, as appropriate, the Contractor shall disclose in writing to the City, any other Contract or employment during the term of this Contract by any other persons, business or corporation in which employment will or may likely develop a conflict of interest between the City interest and the interests of the third parties.

12.10 Copyrights.No report, maps, or other documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of the Contractor. All documents become the property of the City who holds all the rights to said data.

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12.11 Confidentiality of Reports.The Contractor shall keep confidential all reports, information and data received, prepared or assembled pursuant to performance hereunder. Such information shall not be made available to any person, firm, corporation or entity without the prior written consent of the City.

12.12 Employees of Contractor.The City does not and will not condone any act, gestures, comments or conduct from the Contractor’s employees, agents or subcontractors which may be construed as sexual harassment or any other type of activity or behavior that might be construed as harassment. The Contractor will properly investigate all charges of harassment by residents, employees, agents or subcontractors and is responsible for taking appropriate action after reports of harassment are received by the Contractor.

12.13 Patent Rights.The City will hold all the patent rights with respect to any discovery or invention which arises or is developed in the course of, or under this Contractor.

12.14 Waivers.A waiver by either party to this Agreement of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

12.15 Federal and State Withholding Taxes.Contractor shall be responsible for paying when due all federal and state income withholding taxes for all earning under this Agreement.

Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor’s failure to comply with this provision.

12.16 Entire Agreement.The Contract Documents represent the entire and integrated agreement between City and Contractor and supersedes all prior negotiations, representations or agreements, either written or oral. The Contract Documents may be amended or modified only by Change Order. Nothing contained in the Contract Documents shall be for the benefit of, create any contractual relationship with, or give rise to a cause of action in favor of any third party.

12.17 Execution Authority.The person(s) executing this Agreement on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound.

13.0 NOTICES

13.1 Delivery. All notices, demands or requests to be given under this Agreement shall be given in writing and conclusively shall be deemed received when: (a) delivered personally, or (b) on the fifth (5 th) day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided, or (c) one (1) business day after send by facsimile transmission.

13.2 Addresses.All notices, demands, requests or approvals from Contractor to City shall be addressed to the City at:

City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: City Engineer, Public Works Engineering Department (310) 605-5505
(310) 605-6326 – Fax
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with copies to:

City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: City Manager
All notices, demands or requests from City to Contractor shall be addressed to:

Palp, Inc. dba Excel Paving
2230 Lemon Avenue
Long Beach, California 90806
Attn: Curtis P. Brown, President
(951) 736-7600
(951) 736-7646 - Fax

13.3 Change in Address.In the event of any change of address, the moving party is obligated to notify the other party of the change of address in writing. Each party may amend, supplement and update the notice list to add, delete or replace any listed individuals; however, the amendment must be in writing.

IN WITNESS WHEREOF, Contractor has executed this Agreement and the City, by its City Manager, who is authorized to do so, has executed this Agreement.

PALP, INC DBA EXCEL PAVING

CONTRACTOR
Dated: ________________ By ____________________________________ Curtis P. Brown III, President

CITY OF COMPTON
Approved by:

Dated: ________________ By ____________________________________ Wille A. Hopkins, Jr., City Manager
Approved as to form:

By ______________________________________ Dated: ____________________ Legal Counsel
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ATTEST:

Dated: _________________ By ____________________________________ Satra D. Zurita, City Clerk
September 2, 2025
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: MUNICIPAL WATER DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON

AUTHORIZING A BUDGET AMENDMENT TO THE WATER
DEPARTMENT’S 2025-2026 FISCAL YEAR BUDGET, AND

AUTHORIZING THE CITY MANAGER TO ENTER INTO A MULTI YEAR

PURCHASING AGREEMENT AND ISSUE A PURCHASE ORDER TO

FERGUSON WATERWORKS IN AN ANNUAL AMOUNT OF ONE

MILLION SEVENTY-EIGHT THOUSAND FIVE DOLLARS AND ZERO
CENTS ($1,078,005.00)

SUMMARY
Adoption of this resolution will authorize the City Manager to amend the Water Department’s 2025-2026 Fiscal Year Budget, execute a purchasing agreement and issue purchase orders to Ferguson Enterprises, LLC DBA Ferguson Waterworks in the annual amount of One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) for procurement of water utility system materials and supplies, including but not limited to meters, fire hydrants, meter boxes, gate valves, and other distribution system components for the following three (3) Fiscal Years, 2025-2026, 2026-2027, and 2027-2028, with the option to renew for an additional two (2) years.

BACKGROUND
The Municipal Water Department (Department) regularly purchases water distribution system parts and materials to maintain, repair, and upgrade the municipal water system.

To streamline procurement and ensure continuity of service, staff issued a Request for Bids on April 30, 2025, held a mandatory pre-bid meeting on May 14, 2025, and closed the bidding on June 30, 2025. The City received two bids, from Orange County WinWater and Ferguson Enterprises, LLC DBA Ferguson Waterworks (Ferguson).

STATEMENT OF THE ISSUE
The Department received bids from two (2) vendors for store supplies, meter boxes, meters, hydrants, gate valves, etc. The companies and responses are listed below:

Company Price
Orange County WinWater $1,058,482.11

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September 2, 2025 Page 2
Ferguson Enterprises, LLC DBA Waterworks $1,078,005.05
After thoroughly evaluating the proposals, staff determined that Ferguson submitted the most responsive and responsible bid. Orange County Winwater’s proposal lacked pricing for 11 items listed in Attachment A of the bid package. Ferguson provided complete pricing for all required items.

In addition, Ferguson has extensive experience in municipal sales, having worked with various cities including the City of Torrance, City of Santa Ana and City of Compton. They also currently hold a Contract No. 02-104 – Water Metering, Monitoring, Devices and Related Services through Omnia Partners, a cooperative purchasing group of which the City is a member.

Ferguson has consistently delivered equipment and materials at competitive prices, with reliable delivery and support services. Staff proposes entering into a three-year purchasing agreement with Ferguson, with a two-year option to renew. This agreement will secure pricing, enhance planning and inventory management, and reduce administrative overhead associated with frequent multiple short-term procurements.

The cost under this agreement is One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) per year. Actual expenditures will be based on operational needs and budget availability.

ALTERNATIVES
Do not approve the budget amendment or purchasing agreement. This would delay water system maintenance and result in higher costs due to piecemeal purchases. Staff does not recommend this option.

FISCAL IMPACT
A budget amendment to the FY 2025-2026 Water Department Budget is requested as follows:

Decrease in Expenditure appropriations:

Account Code Account Name Amount
5000-880-000-4266 Contract Service $228,005.00
Increase in Expenditure appropriations:

Account Code Account Name Amount
5000-880-000-4235 Store Purchases $228,005.00
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September 2, 2025 Page 3
Upon approval of the budget appendment, the allocation for the purchase order issued to Ferguson in the amount of One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) for Fiscal Year 2025-2026 is as follows:

Account Code Account Name Amount
5000-860-000-4235 Store Purchases $30,000.00
5000-870-000-4235 Store Purchases $50,000.00
5000-880-000-4235 Store Purchases $628,005.00
5000-880-000-4757 Maintenance/Repair-Hydrants $150,000.00 5000-880-000-4762 Gate Valve Maintenance $100,000.00
5000-880-000-4763 Vault Maintenance $80,000.00
5000-880-000-4764 Meter Exchange $40,000.00
Total: $1,078.005.00
Funding for the remaining years of the agreement will be determined and allocated in future annual budgets.

RECOMMENDATION
Staff recommends that the City Council adopt the attached resolution authorizing the City Manager to execute a purchasing agreement and issue a purchase order to Ferguson, in an amount not to exceed One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) annually, for the procurement of water utility system materials and supplies for Fiscal Years, 2025-2026, 2026-2027, and 2027-2028, with an option to renew for two additional years.

JOSE GARFIAS

INTERIM WATER DEPARTMENT GENERAL MANAGER
APPROVED FOR FORWARDING:

WILLIE A. HOPKINS

CITY MANAGER
RESOLUTION NO. _____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING A BUDGET AMENDMENT TO THE WATER DEPARTMENT’S 2025- 2026 FISCAL YEAR BUDGET, AND AUTHORIZING THE CITY MANAGER TO

ENTER INTO A MULTI-YEAR PURCHASING AGREEMENT AND ISSUE A

PURCHASE ORDER TO FERGUSON WATERWORKS IN AN ANNUAL AMOUNT

OF ONE MILLION SEVENTY-EIGHT THOUSAND FIVE DOLLARS AND ZERO CENTS ($1,078,005.00)
WHEREAS,the Municipal Water Department (Department) regularly purchases water distribution system parts and materials to maintain, repair, and upgrade the municipal water system; and
WHEREAS, adoption of this resolution will authorize the City Manager to amend the Water Department’s 2025-2026 Fiscal Year Budget, execute a purchasing, agreement and issue purchase orders to Ferguson Waterworks in an amount not to exceed One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) for the procurement of water utility system materials and supplies, for the following three (3) Fiscal Years, 2025-2026, 2026-2027, and 2027-2028, with the option to renew for an additional two (2) years; and
WHEREAS, staff issued a Request for Bids for store supplies, meter boxes, meters, hydrants, gate valves, etc. on April 30, 2025, held a mandatory pre-bid meeting on May 14, 2025, and closed the bidding on June 30, 2025 to streamline procurement and ensure continuity of service; and
WHEREAS, the Department received bids from two (2) vendors; the companies and responses are listed below:

Company Price
Orange County WinWater $1,058,482.11
Ferguson Waterworks $1,078,005.05; and
WHEREAS,staff thoroughly evaluated the proposals and determined that Ferguson Waterworks submitted the most responsive and responsible bid as Orange County Winwater’s proposal lacked pricing for 11 items listed in Attachment A of the bid package; and
WHEREAS, Ferguson Waterworks extensive experience in municipal sales, having worked with various cities including the City of Torrance, City of Santa Ana and City of Compton; and
WHEREAS, Ferguson Waterworks has consistently delivered equipment and materials at competitive prices, with reliable delivery and support services to the Water Yard; and
WHEREAS,staff proposes entering into a three-year purchasing agreement with Ferguson Waterworks, with a two-year option to renew, as this agreement will secure pricing, improve planning and inventory management, and reduce administrative overhead related to frequent multiple short-term procurements; and WHEREAS,the cost under this agreement is One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) per year; and WHEREAS, the Municipal Water Department’s 2025-2026 Fiscal Year budget will be amended as follows:

Resolution No. ______________

Page 2 ends

Decrease in Expenditure appropriations:

Account Code Account Name Amount
5000-880-000-4266 Contract Service $228,005.00
Increase in Expenditure appropriations:

Account Code Account Name Amount
5000-880-000-4235 Store Purchases $228,005.00
WHEREAS,upon approval of the budget appendment, the allocation for the purchase order issued to Ferguson Waterworks in the amount of One Million Seventy- Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) for Fiscal Year 2025- 2026 is as follows:

Account Code Account Name Amount
5000-860-000-4235 Store Purchases $30,000.00
5000-870-000-4235 Store Purchases $50,000.00
5000-880-000-4235 Store Purchases $628,005.00
5000-880-000-4757 Maintenance/Repair-Hydrants $150,000.00 5000-880-000-4762 Gate Valve Maintenance $100,000.00
5000-880-000-4763 Vault Maintenance $80,000.00
5000-880-000-4764 Meter Exchange $40,000.00
Total: $1,078.005.00
WHEREAS,Funding for the remaining years of the agreement will be determined and allocated in future annual budgets.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1.That the bid from Ferguson Waterworks is hereby accepted as the most responsive and responsible bid, and all of the other bids are hereby rejected.

SECTION 2. That the City Manager, on the advice and approval of the Legal Division is hereby authorized to execute an agreement with Ferguson Waterworks in the amount not to exceed One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) annually for the procurement of water utility system materials and supplies, including but not limited to meters, fire hydrants, meter boxes, gate valves, and other distribution system components for Fiscal Years 2025-2026, 2026-2027, and 2027-2028, with the option to renew for an additional two (2) years.

SECTION 3.That the Municipal Water Department’s 2025-2026 Fiscal Year budget will be amended as follows:

Decrease in Expenditure appropriations:

Account Code Account Name Amount
5000-880-000-4266 Contract Service $228,005.00
Increase in Expenditure appropriations:

Account Code Account Name Amount
5000-880-000-4235 Store Purchases $228,005.00
SECTION 4.That a purchase order in the amount not to exceed One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) for Fiscal Year Resolution No. ______________

Page 3 ends

2025-2026 is hereby authorized to be established to Ferguson Waterworks in the funding account and amount as follows:

Account Code Account Name Amount
5000-860-000-4235 Store Purchases $30,000.00
5000-870-000-4235 Store Purchases $50,000.00
5000-880-000-4235 Store Purchases $628,005.00
5000-880-000-4757 Maintenance/Repair-Hydrants $150,000.00 5000-880-000-4762 Gate Valve Maintenance $100,000.00
5000-880-000-4763 Vault Maintenance $80,000.00
5000-880-000-4764 Meter Exchange $40,000.00
SECTION 5.That funding for the remaining years of the agreement will be determined and allocated in future annual budgets.

SECTION 6.That a copy of this Resolution shall be filed in the offices of the City Manager, City Controller, City Clerk, City Attorney, and Municipal Water Department.

SECTION 7. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ______ day of ____________, 2025.
________________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
_____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: SS
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the _______ day of ________________, 2025.

That said Resolution was adopted by the following vote to wit:

AYES: COUNCIL MEMBERS –
NOES: COUNCIL MEMBERS –
ABSTAIN: COUNCIL MEMBERS –
ABSENT: COUNCIL MEMBERS –
_______________________________
SATRA D. ZURITA

CLERK OF THE CITY OF COMPTON

PURCHASE AGREEMENT BETWEEN

CITY OF COMPTON
AND

FERGUSON ENTERPRISES, LLC DBA FERGUSON WATERWORKS

This AGREEMENT is entered into by and between the CITY OF COMPTON, a municipal corporation of the State of California (hereinafter referred to as “CITY”) located at 205 South Willowbrook Avenue, Compton, California 90220 and FERGUSON ENTERPRISES, LLC DBA FERGUSON WATERWORKS (hereinafter referred to as “VENDOR”) located at 2600 Marine Avenue, Redondo Beach, California 90278 (each a “Party” and collectively, the “Parties”).

RECITALS
Whereas, the Compton Municipal Water Department (CMWD) regularly purchases water distribution system parts and materials to maintain, repair, and upgrade the municipal water system; and Whereas, the CMWD has a need for an experienced municipal sales vendor who can furnish and deliver store supplies to the water yard, and
Whereas, the City desires to purchase products from Vendor, and the Vendor agrees to supply and deliver said products under the terms and conditions set forth in this Agreement; Whereas, by Resolution No. **,*** adopted on the **th day of September 2025 the City Council gave approval to award a contract to Ferguson Enterprises LLC DBA Ferguson Waterworks for the procurement of water utility system materials and supplies, for the following three (3) Fiscal Years, 2025- 2026, 2026-2027, and 2027-2028, with the option to renew for an additional two (2) years.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties mutually agree as follows:

1. SERVICES TO BE PERFORMED BY VENDOR:

Vendor agrees to furnish the CITY with delivery of water utility system materials and supplies required by the City. These materials include, but are not limited to, fire hydrants, meter boxes, gate valves, pipe fittings, and other related equipment necessary for the operation, maintenance, and development of the City’s water utility infrastructure.

Scope of Work:

Vendor agrees to furnish the City with the following categories of materials and equipment. Fire Hydrants
Meter Boxes and Covers
Gate Valves
Water Meters
Pipe and Pipe Fittings
Couplings and Restraints
Valve Boxes and Risers
Miscellaneous Utility Supplies
All products must meet City-approved specifications and any applicable state and federal standards, including American Water Works Association (AWWA) standards where applicable.

Price per Unit: See Attachment A – of the Request for Bid Package Applicable taxes will be added to the unit price. Vendor will negotiate price increase yearly base on current market conditions of materials, and provide supporting documentation. Increase will require mutual agreement by City and Vendor and will not exceed ten percent (10%) of the authorized amount.

Vendor shall be reimbursed within thirty (30) days, or as promptly as fiscal procedures may permit, upon receipt by the City of itemized invoice(s). Invoice(s) shall be submitted no later than 15 calendar days after the delivery of products for which the Vendor is billing. Invoice(s) shall be delivered or mailed to Jose Garfias, Interim General Manager, Compton Municipal Water Department, at the following address: City of Compton, 205 South Willowbrook Avenue, Compton, California 90220.

The Vendor is required to comply with all federal, state, and local laws and ordinances applicable to the work.

It is understood between the parties that the maximum compensation payable to the Vendor will not exceed One Million Seventy-Eight Thousand Five Dollars and Zero Cents ($1,078,005.00) annually for the three-year term of the agreement.

In the event of termination, the Vendor shall be entitled to compensation for the undisputed deliverables; provided, however, that the City may condition payment of such compensation upon the Vendor’s delivery to the City of any and all City property, documents, reports, records, and materials associated with the performance of this Agreement.

3. TERM AND TERMINATION
This Agreement shall commence on October 1, 2025, and expire on September 30, 2028, unless terminated earlier by either party with 30 days written notice.

The VENDOR agrees to commence delivery of products provided for herein after receipt of a City-issued “Purchase Order”.

4. INDEMNITY:

Vendor shall indemnify and save harmless the City, its officials, officers, employees, agents and volunteers (collectively hereafter the “CITY”) against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of the City and shall defend, indemnify and save the City from any and all liability or expense, including defense costs and legal fees, and claims, demands, suits, actions or proceedings of any kind or nature, including Worker’s Compensation claims, of or by anyone whomsoever in any way resulting from or arising out of the negligent or intentional acts or omissions of the Vendor in the performance of this Contract, including operations of subcontractors and acts or omissions of employers or agents of the Vendor or its subcontractors.

This indemnification and hold harmless obligation does not extend to claims arising out of the sole negligence or willful misconduct of the City.

5. INSURANCE:

5.1Insurance Requirements. The Vendor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance coverage required under Purchasing Agreement – Ferguson Enterprises, LLC DBA Ferguson Waterworks Purchasing Agreement: Delivery of water utility system materials and store supplies Resolution No. 26,***
3 this section. In addition, Vendor shall not allow any subcontractor to commence work on any subcontract until such subcontractor(s) has secured all insurance required under this Section 5.

As a condition precedent to the effectiveness of this Contract for work to be performed hereunder and without limiting the Vendor’s indemnification of the City, Vendor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager, in consultation with the Legal Division approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Vendor’s indemnification obligations under this Agreement. City, its officers, agents, volunteers and employees make no representation that the limits of the insurance specified to be carried by Vendor pursuant to this Agreement are adequate to protect Vendor. The coverage will contain no special limitations on the scope of its protection to the below-designated insured’s except for Workers Compensation insurance. Failure on the part of the Vendor to procure or maintain insurance shall constitute a material breach upon which the City may immediately terminate this Agreement. Vendor agrees to suspend and cease all operations hereunder during such period of time as the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City.

5.2 Minimum Scope of Insurance.Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Vendor under the terms of the Agreement. Vendor shall procure and maintain, at its own costs and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary for its proper protection of the work.

5.2.1 Commercial General Liability.Vendor shall provide and maintain at its own expense during the term of this Agreement a policy of Commercial General Liability Insurance, inclusive of personal injury liability and broad form property damage coverage, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence. The coverage shall be written on an occurrence basis.

Claims made coverage is not acceptable.

5.2.2 Workers’ Compensation Insurance and Employer's Liability. Vendor shall provide and maintain at its own expense during the term of this Agreement a policy of Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of One Million Dollars ($1,000,000) per accident for bodily injury and which specifically covers all persons providing services by or on behalf of the Vendor and all risks to such persons under the Agreement.

Workers' Compensation and Employer's Liability insurance will not be required if Vendor has no employees and provides, to City’s satisfaction, a declaration stating this.

5.2.3 Automotive Liability.Vendor shall provide and maintain at its own expense during the term of this Agreement a program of insurance with a limit of liability of not less than Five Hundred Thousand Dollars ($500,000.00) for each accident. Such insurance shall include coverage for all “owned”, “hired” and “non-owned” vehicles, or coverage for “any auto”. If Vendor does not own any company vehicles, the requirement may be satisfied by providing (a) a Personal Automobile Liability policy for the Vendor’s own vehicle; and (b) a non-owned auto endorsement to the Commercial General Liability policy if Vendor may use vehicles of others (e.g., vehicles of employees).

5.3 Endorsements.Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval.

5.3.1The policy or policies of insurance required by Section 5.2.1 (Commercial General Liability) shall be endorsed to provide the following:

Purchasing Agreement – Ferguson Enterprises, LLC DBA Ferguson Waterworks Purchasing Agreement: Delivery of water utility system materials and store supplies Resolution No. 26,***
4 .a Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be named as “additional insured” with regard to liability and defense of suits or claims arising out of the performance of the Agreement. .b Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Vendor; or (4) contain any other exclusions contrary to the Contract.
.c Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City, except ten (10) days written notice shall be provided for non-payment of premium.

5.3.2The policy or policies of insurance required by Section 5.2.2 (Automobile Liability) shall be endorsed to provide the following:
.a Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City, except ten (10) days written notice shall be provided for non-payment of premium.

5.3.3The policy or policies of insurance required by Section 5.2.4 (Workers' Compensation) shall be endorsed to provide the following:
.a Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties. .b Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City, except ten (10) days written notice shall be provided for non-payment of premium.

5.4 Waiver of Subrogation.Required insurance coverage shall not prohibit Vendor from waiving the right of subrogation prior to a loss. Vendor shall waive all subrogation rights against the indemnified parties. Policies shall contain or be endorsed to contain such provisions.

5.5 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

5.6 Evidence of Insurance.The Vendor, concurrently with the execution of the Contract, and as a condition precedent to the effectiveness thereof, shall deliver certified copies of the required policies on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced, Vendor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

5.7 Acceptability of Insurers.Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

5.8 Insurance for Subcontractors.All subcontractors shall be included as additional insured’s under the Vendor’s policies, or the Vendor shall be responsible for causing subcontractors to Purchasing Agreement – Ferguson Enterprises, LLC DBA Ferguson Waterworks Purchasing Agreement: Delivery of water utility system materials and store supplies Resolution No. 26,***
5 purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City as an “additional insured” to the subcontractor’s policies.

6. COMPLIANCE AND SAFETY:

6.1Vendor shall comply with all applicable federal, state, and local laws and regulations regarding the handling and transportation of chlorine. Vendor employees must be trained in hazardous materials handling and provide all necessary PPE during delivery. Vendor shall provide the current Safety Data Sheets and any certifications upon request. Vendor shall have overall responsibility for safety precautions and programs in the performance of the services.

6.2Vendor shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect:

6.3Losses not insured under property insurance which may arise from the performance of the work, to the extent of the negligence attributed to such acts or omissions of Vendor or anyone for whose acts Vendor may be liable, shall be promptly remedied by Vendor at Vendor’s cost and without reimbursement by City as a cost of work, or in any other manner.

6.4If City deems any part of the work or Sites unsafe, City may require Vendor, without assuming responsibility for Vendor’s safety program, to immediately stop performance of the work or take corrective measures. Neither City’s order nor Vendor’s action in response thereto shall be the basis for adjustment in the contract price or contract time.

7. NON-DISCRIMINATORY EMPLOYMENT PRACTICES:

During the performance of this Contract, the Vendor agrees not to discriminate against any employee or applicant for employment because of race, sex, creed, color, religion, age, sexual orientation, marital status, national origin, political affiliation, handicap or belief in accordance with requirements of City, State or Federal laws and regulations.

In the event of the Vendor’s noncompliance with the nondiscrimination clauses of this Contract, this Contract may be canceled, terminated or suspended in whole or in part.

8. SUCCESSORS AND ASSIGNS:

City and the Vendor each bind themselves, their partners, successors, assigns, and legal representatives to the other party hereto and to partners, successors, assigns, and legal representatives of such other party in respect to all covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Agreement shall assign the Contract or sublet it in whole or part without the written consent of the other, nor shall the Vendor assign any monies due or to become due to it hereunder, without the previous written consent of the City. Any attempted assignment of this Contract without the written consent of both parties is void.

9. WARRANTIES:

The Vendor shall correct any product defects or concerns within 15 business days of receiving written notice from the City.

10. INDEPENDENT VENDOR STATUS:

Vendor, its officers, employees, subcontractors, agents, and volunteers (collectively hereinafter the “Vendor”), is a wholly independent Vendor and not an officer, employee, subcontractor, or agent of the City of Compton. Neither the City nor any of its officers, employees, agents or volunteers shall have Purchasing Agreement – Ferguson Enterprises, LLC DBA Ferguson Waterworks Purchasing Agreement: Delivery of water utility system materials and store supplies Resolution No. 26,***
6 any control over the conduct of the Vendor, except as expressly set forth in this Agreement. Vendor expressly warrants that while engaged in carrying out and complying with any terms and conditions of this Agreement that Vendor shall not at any time or in any manner, represent that Vendor is in any manner officers, employees, agents or volunteers of the City. Vendor shall obtain no rights to retirement, health care or any other benefit that accrue to City officials, officers, or employees. Vendor expressly waives any claim to such rights.

11. PERMITS AND LICENSES:

Vendor, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate business and professional permits, licenses, and certificates that may be required in connection with the performance of services by Vendor.

Prior to or at the time of execution of this Agreement, the Vendor shall obtain a business license permit in conformance with Section 9-1.2 of the Compton Municipal Code.

12. FORCE MAJEURE:

In the event that performance by either party is rendered impossible (permanently or temporarily) due to acts of war, acts of terrorism, fires, floods, epidemics, quarantine restrictions, or other natural occurrences, strikes, work slowdowns, lockouts (other than lockout by Vendor or any of Vendor’s subcontractors), or other similar acts to those described above or other causes beyond the reasonable control of such party, and without fault or negligence, said event shall excuse performance by such party and neither party shall be liable for failure to perform due to causes beyond their control.

13. AMENDMENTS:

This Agreement may be modified or amended only by written document executed by both Vendor and City’s City Manager and approved as to form by the Legal Division. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this Agreement.

14. NOTICE:

All notices, demands or requests to be given under this Agreement shall be given in writing and conclusively shall be deemed received when: (a) delivered personally, or (b) on the third business day after the deposit thereof in the United States mail, postage prepaid and addressed as hereinafter provided, or (c) one business day after sent by facsimile transmission.

To Vendor: Ferguson Enterprises, LLC
DBA Ferguson Waterworks
1315 N. Santiago Street
Santa Ana, CA 92701
Attn: Aaron Sadler, Municipal Sales – OC/LA
(714) 865-5196
To City: City of Compton – Municipal Water Department
205 South Willowbrook Avenue
Compton, California 90220
Attn: Jose Garfias, Interim General Manager
(310) 605-5519
Purchasing Agreement – Ferguson Enterprises, LLC DBA Ferguson Waterworks Purchasing Agreement: Delivery of water utility system materials and store supplies Resolution No. 26,***
7 With copy to: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: Willie A. Hopkins, City Manager
(310) 605-5585
In the event of any change of address, the moving party is obligated to notify the other party of the change of address in writing. Each party may amend, supplement and update the notice list to add, delete or replace any listed individuals; however, the amendment must be in writing.

15. VENDORS BOOKS AND RECORDS:

Vendor shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to work, services, expenditures, and disbursement charges to the City for the period and to the extent required by laws relating to audits of public agencies and their expenditures.

Vendor shall maintain all documents and records that demonstrate performance under this Agreement for the period and to the extent required by laws relating to audits of public agencies and their expenditures.

Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City or a designated representative. Copies of such documents shall be provided to the City, at its expenses, for inspection when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Vendor’s address indicated for receipt of notices in this Agreement.

16. EXAMINATION AND AUDIT:

This Contract shall be subject to examination and audit of the City, State Auditor of the State of California and/or any duly authorized representative of the federal government, at the request of the City, or as part of any audit of the City, for a period of three (3) years, or longer if required by law, after final payment under this Agreement.

17. COVENANTS AGAINST CONTINGENT FEES:

Vendor warrants that Vendor has not employed or retained any company or person, other than a bona fide employee working for Vendor, to solicit or secure this Agreement, and that Vendor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to terminate this Agreement for nonperformance, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee.

18. WAIVERS:

The waiver by either Party of any breach or violation of any term, covenant, or condition of this Agreement or of any applicable law will not be deemed to be a waiver of such term, covenant, condition or law or of any subsequent breach or violation of same or of any other term, covenant, condition or law.

The acceptance by either Party of any fee or other payment which may become due under this Agreement will not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, covenant, or condition of this Agreement or any applicable law.

This Agreement, together with any other written document referred to or contemplated by it embody the entire Agreement and understanding between the parties relating to the subject matter of it.

The City Manager is authorized, in consultation with the City Attorney, to agree to non-material amendments to this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties.

20. GOVERNING LAW AND SEVERABILITY:

This Agreement shall be governed by and construed under the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.

Should any part of this Agreement be declared by a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement, which shall continue in full force and effect, provided that the remainder of this Agreement, absent the unexcised portion, can be reasonably interpreted to give effect to the intentions of the parties.

21. FEDERAL AND STATE WITHHOLDING TAXES:

Vendor shall be responsible for paying when due all federal and state income withholding taxes for all earning under this Agreement. Vendor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Vendor’s failure to comply with this provision.

22. MISCELLANEOUS:

Vendor and City acknowledge that the terms of this Agreement have been mutually negotiated and that such documents shall not be interpreted against either City or Vendor on the basis that either party was responsible for or in control of the drafting of such documents.

Should either party hereto, or any representative, successor or assign of either party hereto, resort to litigation to enforce the provisions of this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorney’s fees and costs in such litigation from the party or parties against whom enforcement is sought.

IN WITNESS WHEREOF, Vendor has executed this Agreement, and the City, by its City Manager, who is authorized to do so, has executed this Agreement.

FERGUSON ENTERPRISES, LLC DBA FERGUSON WATERWORKS
VENDOR
Dated: _______________ By ____________________________________ Mike Bellino, General Manager

FERGUSON WATERWORKS
Purchasing Agreement – Ferguson Enterprises, LLC DBA Ferguson Waterworks Purchasing Agreement: Delivery of water utility system materials and store supplies Resolution No. 26,***
9 CITY OF COMPTON
Recommended for Approval by:

Dated: ___________________ By ____________________________________ Willie A. Hopkins, City Manager
Approved as to form:

By ________________________________ Dated: ___________________ Legal Division
ATTEST:

Dated: _________________ By ____________________________________ Satra D. Zurita, City Clerk
September 2, 2025
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: NEBRASKA JONES, DIRECTOR

GENERAL SERVICES DEPARTMENT
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AUTHORIZING THE CITY MANAGER TO ENTER INTO A SIX (6) YEAR

LEASE AGREEMENT WITH FATHERS AND MOTHERS WHO CARES
FOR THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 920

NORTH ALAMEDA STREET

SUMMARY
City Council will consider a request from Fathers and Mothers Who Care (“FMWC”) to enter into a six (6) year (i.e. October 1, 2025, through September 30, 2031) lease agreement, for use of approximately 1224 square feet of indoor space and 2216 square feet of outdoor space for a total of 3440 square feet of dedicated space at 920 North Alameda Street Compton, Ca.

BACKGROUND
The City of Compton owns certain real property located at 920 North Alameda Street, Compton, California 90221. Pursuant to guidance of the City Council, in November 2012, the City Manager implemented a City-wide leasing policy which mandates that City- owned facilities and/or property shall not be leased without first obtaining proper authorization from the City Council (i.e. an adopted resolution) and execution of a written lease agreement [City of Compton Standard Operating Manual, Policy 4.17(A)]. In addition to other matters, the Policy specifies that lease rates shall be based on the square footage of the area(s) subject to the exclusive use/occupation of the Lessee and that the standard leasing rate in a City-owned facility shall be at least One Dollar ($1.00) per square foot for indoor space and Fifty Cents ($0.50) per square foot for outdoor space or vacant property.

In addition to this required minimum base rental rate, the leasing policy addresses recovery of the costs incurred by the City for the provision of the following services:
utilities (e.g. gas, electricity, water, trash, etc.), maintenance and repairs, custodial services and City security. However, the leasing policy does provide that a Tenant that will have exclusive use/occupation of the entire City facility and/or property shall be solely responsible for all utilities, janitorial, security, and minor, routine interior and exterior maintenance of the facility or property, with the City responsible for structural and major repairs and maintenance.

15.15.15.15.15.15.15. Staff Report – Resolution Authorizing Lease 920 North Alameda Street – Fathers and Mothers Who Care 1,224 Indoor Sq. Ft. / 2,216 Outdoor Sq. Ft.

Page 2 ends

Fathers and Mothers Who Care has requested to enter into a six (6) year lease agreement commencing (i.e. October 1, 2025, through September 30, 2031) to authorize the leasing of 1224 square feet of indoor space at One Dollar ($1.00) per square feet and 2216 square feet of outdoor space at Fifty Cents ($0.50) per square feet for a total of 3440 square feet which equals an approximant total monthly rental amount of Two Thousand Three Hundred and Thirty-Two Dollars ($2,332.00).

STATEMENT OF ISSUE
Fathers and Mothers Who Care is committed to supporting families in need by operating as a referral and resource center. Their mission is to facilitate access to essential services while addressing immediate needs for clothing, hygiene products, and food. At the location at 920 N. Alameda Street, they will empower families by guiding them to long- term solutions, including access to Permanent housing assistance programs, substance abuse recovery services, DPSS benefits, Legal aid services for tenant rights, immigration assistance and other needs. Educational opportunities, job training programs, and employment resources.

In addition to serving as a referral hub, they will offer onsite classes and workshops tailored to building life-long skills and fostering personal growth such as parenting classes, wellness workshops, job readiness training and life skills classes.

The proposed lease agreement will provide Fathers and Mothers Who Care with exclusive use of the following location: 920 North Alameda Street:

Exclusive Indoor Square Footage 1,224 square feet
Exclusive Outdoor Square Footage 2,216 square feet
Total Exclusive Square Footage 3,440 square feet
Fathers and Mothers Who Care seeks City Council approval to enter into a six (6) year lease agreement with the City, beginning October 1, 2025, through September 30, 2031, for exclusive occupation of the entire property. FMWC is interested in leasing the subject property for the purpose of administrative offices and support services for their organization.

The organization wishes to provide approximately One Hundred Seventy-Five Thousand Dollars ($175,000.00) in tenant improvements to the location at 920 North Alameda Street and requests a corresponding reduction in the lease rental fees as consideration for these improvements. This arrangement would effectively offset a portion of the rental obligation in exchange for capital investments that enhance the property, ensuring mutual benefit to both the City and the tenant. Management does not oppose this proposal, provided tenant improvements are concluded within the first six (6) months Staff Report – Resolution Authorizing Lease
920 North Alameda Street - Fathers and Mothers Who Care 1,224 Indoor Sq. Ft. / 2,216 Outdoor Sq. Ft.

Page 3 ends

of the agreement. The impact of the phased investment will create a clean, vibrant, and welcoming environment that fosters community connection, includes the addition of a versatile container unit to expand the organization’s ability to deliver services, and improves safety, accessibility, and comfort for all participants. These upgrades will be executed with fiscal and operational responsibility over the six-month period.

MONTH FOCUS AREA ACTIVITIES
MONTH 1 Project Prep & Permitting Finalize Contractor Scope, Acquire Permits, Orders Supplies MONTH 2 Interior Renovation Begin Interior Wall Painting, Flooring Installions Begins MONTH 3 Exterior Enhancements
Begin
Shrubbery Removal, Exterior Wall Prep, Mural and Signage Planning
MONTH 4 Exterior Completion &
Parking Begins
Exterior Paint, Signage Updates Paint, Signage Updates, Asphalt Repairs Start
MONTH 5 Parking Lot Completion &
HVAC Install
Finish Parking Lot, ADA Striping, HVAC Upgrades Initiated MONTH 6 Container Setup & Final
Touches
Container Installed for Classrooms / Storage / Case
Management / Electrical, Plumbing Checked, Mural
Completed.

FINANCIAL IMPACT
Approval of the proposed lease agreement at the rental rate of One Dollar ($1.00) per square feet for occupation of approximately 1224 square feet of indoor space for a minimum monthly rental cost of One Thousand Two Hundred and Twenty-Four Dollars ($1,224.00), and Fifty Cents ($0.50) per square feet for exclusive use of a total of approximately 2216 square feet of outdoor space for a minimum monthly rental cost of One Thousand One Hundred and Eight Dollars ($1,108.00), and a complete total monthly rental fee of Two Thousand Three Hundred and Thirty-Two Dollars ($2,332.00). Over the six (6) year lease term, the total rental cost will amount to One Hundred Sixty-Eight Thousand, Nine Hundred and Eighty-Four Dollars ($168,984.00).

The proposed agreement would result in a temporary reduction or waiver of lease rental fees, valued at up to One Hundred Seventy-Five Thousand Dollars ($175,000), in exchange for tenant-funded improvements to the property at 920 North Alameda Blvd.

These improvements, to be completed within the first six (6) months of the agreement, will enhance the facility’s functionality, safety, and community accessibility without requiring direct City expenditure. The investment offsets the City’s need for future capital outlay for similar improvements, thereby providing long-term fiscal benefit. At the conclusion of the initial six (6) year lease term, any remaining balance may be Staff Report – Resolution Authorizing Lease
920 North Alameda Street – Fathers and Mothers Who Care 1,224 Indoor Sq. Ft. / 2,216 Outdoor Sq. Ft.

Page 4 ends

renegotiated and applied within the terms of a city council approved renewal lease agreement thereafter.

RECOMMENDATION
Staff has no objection to Fathers with Mothers Who Cares’ request to rent square footage; however, staff is not authorized to offer and lease City-owned property wherein the terms sought by the prospective Tenant may vary from the requirements of the City’s Leasing Policy; thus, staff makes no recommendation concerning this request. The decision is at the discretion of the City Council.

NEBRASKA JONES, DIRECTOR

GENERAL SERVICES DEPARTMENT
APPROVED FOR FORWARDING:

WILLIE A. HOPKINS, JR.

CITY MANAGER
RESOLUTION NO. ___________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON
AUTHORIZING THE CITY MANAGER TO ENTER INTO A SIX (6) YEAR

LEASE AGREEMENT WITH FATHERS AND MOTHERS WHO CARE FOR
THE LEASE OF CITY-OWNED PROPERTY LOCATED AT 920 NORTH

ALAMEDA STREET
WHEREAS, the City of Compton owns certain real property located at 920 North Alameda Street, offering indoor and outside space for leasing to outside agencies, organizations, and individuals; and
WHEREAS, pursuant to guidance of the City Council, in November 2012, the City Manager implemented a City-wide leasing policy [Standard Operating Manual, Policy 4.17(A)], which mandates that City-owned facilities and/or property shall not be leased without first obtaining proper authorization from the City Council (i.e. an adopted resolution) and execution of a written lease agreement; and WHEREAS, the Policy specifies that lease rates shall be based on the square footage of the area(s) subject to the exclusive use/occupation of the Lessee and that the standard leasing rate for indoor floor space in a City-owned facility shall be at least One Dollar ($1.00) per square foot and the standard leasing rate for City-owned outdoor space or vacant property shall be at least Fifty Cents ($0.50) per square foot; and
WHEREAS, staff is requesting authorization for the City Manager to enter into a six (6) year (i.e. October 1, 2025, through September 30, 2031) agreement for the lease of approximately 1,224 square feet of indoor space and 2,216 square feet of outdoor space at City-owned property, located at 920 North Alameda Street, Compton, California by Fathers and Mothers Who Care organization; and WHEREAS, in addition to this required minimum base rental rate, the leasing policy addresses recovery of the costs incurred by the City for the provision of the following services: utilities (e.g. gas, electricity, water, trash, etc.), maintenance and repairs, custodial services and City security. However, the leasing policy does provide that a Tenant that will have exclusive use/occupation of the entire City facility and/or property shall be solely responsible for all utilities, janitorial, security, and minor, routine interior and exterior maintenance of the facility or property, with the City responsible for structural and major repairs and maintenance.

Exclusive Indoor Square Footage 1,224 square feet
Exclusive Outdoor Square Footage 2,216 square feet
Total Exclusive Square Footage 3,440 square feet
WHEREAS, Fathers and Mothers Who Care is committed to supporting families in need by operating as a referral and resource center. Their mission is to facilitate access to essential services while addressing immediate needs for clothing, hygiene products, and food. At the location at 920 N. Alameda Street, they will empower families by guiding them to long-term solutions, including access to Permanent housing assistance programs, substance abuse recovery services, DPSS benefits, Legal aid services for tenant rights, immigration assistance and other needs.

Educational opportunities, job training programs, and employment resources.

Resolution No. _________

Page 2 ends

WHEREAS, Fathers and Mothers Who Care wishes to provide approximately One Hundred Seventy-Five Thousand Dollars ($175,000.00) in tenant improvements to the location at 920 North Alameda Street and requests a corresponding reduction in the lease rental fees as consideration for these improvements. This arrangement would effectively offset a portion of the rental obligation in exchange for capital investments that enhance the property, ensuring mutual benefit to both the City and the tenant. Management does not oppose this proposal, provided tenant improvements are concluded within the first six (6) months of the agreement. The impact of the phased investment will create a clean, vibrant, and welcoming environment that fosters community connection, includes the addition of a versatile container unit to expand the organization’s ability to deliver services, and improves safety, accessibility, and comfort for all participants. These upgrades will be executed with fiscal and operational responsibility over the six-month period.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES HEREBY RESOLVE AS FOLLOWS:

Section 1. That the City Manager, upon approval of the City attorney is hereby authorized to enter into a six (6) year lease agreement for approximately 1224 square feet of indoor space and 2216 square feet of outdoor space for exclusive use of a total of approximately 3440 square feet of space at City-owned property, located at 920 North Alameda Street, Compton, California for the purpose of supporting families in need by operating as a referral and resource center.

Section 2.That Fathers and Mothers Who Care shall be responsible for all utilities, janitorial, security, and minor and routine interior and exterior maintenance of the facility or property, and the rental rate for the six (6) year term of the lease agreement shall be:
a.The Lessee will pay One Dollar ($1.00) per square feet for 1224 square feet of indoor space and Fifty Cents ($0.50) per square feet for 2216 square feet of outdoor space which equals an approximant total of 3440 square feet for a total monthly rental amount of Two Thousand Three Hundred and Thirty-Two Dollars ($2332.00).

Section 3. That the proposed agreement would result in a temporary reduction or waiver of lease rental fees, valued at up to One Hundred Seventy-Five Thousand Dollars ($175,000), in exchange for tenant-funded improvements to the property at 920 North Alameda Blvd.

Section 4. That these improvements shall be completed within the first six (6) months of the agreement, and will enhance the facility’s functionality, safety, and community accessibility without requiring direct City expenditure.

Section 5. That a certified copy of this Resolution shall be filed in the offices of the City Manager, City Security, City Clerk, City Controller, General Services and the Legal Division.

Section 6. That the Mayor shall sign and the City Clerk shall attest to the adoption of this Resolution.

ADOPTED this ________ day of ___________, 2025.
________________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
Resolution No. _________

Page 3 ends

ATTEST:
____________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss

CITY OF COMPTON )
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council of the City of Compton, signed by the Mayor and attested by the City Clerk at a regular meeting thereof held on the ______ day of _______________, 2025.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

LEASE AGREEMENT BETWEEN

CITY OF COMPTON
AND

FATHERS AND MOTHERS WHO CARE
This LEASE AGREEMENT is entered into by and between the CITY OF COMPTON, a municipal corporation of the State of California (hereinafter referred to as “OWNER”) and FATHERS AND MOTHERS WHO CARE (hereinafter referred to as “LESSEE”), collectively, the “Parties.” RECITALS:

WHEREAS, the City of Compton (“Owner”), has under its jurisdiction certain real property located at 920 North Alameda Street, Compton, California 90221; and
WHEREAS, on __________, the City Council adopted Resolution No. ________, which authorized the City Manager to enter into a lease agreement with the FATHERS AND MOTHERS WHO CARE (“Lessee”) for a period of six (6) years, commencing October 1, 2025, through June 31, 2031, and NOW, THEREFORE, Owner and Lessee, for the consideration, terms and conditions herein described, mutually agree as follows:

WITNESSETH:

Section 1. Premises. The Owner, for and in consideration of the performance of the covenants and agreements hereinafter contained to be kept and performed by the Lessee and upon the following terms and conditions, hereby leases to the Lessee, and the Lessee hereby hires and takes of and from the Owner, those certain Premises situated in the City of Compton, County of Los Angeles, State of California, more particularly described as:

Compton Facility
920 North Alameda Street
Compton, California 90221
[The “Site”]
Lessee shall lease approximately 1,224 square feet of indoor office space and 2,216 of outdoor space at the location.

Total Exclusive Square Footage 3,440 square feet
Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 2 [The “Premises”]
The Premises are leased in "AS IS" condition and Lessee acknowledges that it has inspected and accepts the Premises in their present condition as suitable for the purpose for which the Premises are leased. Taking of possession by Lessee shall be conclusive to establish that the Premises are in good and satisfactory condition when possession is taken. Owner makes no warranties or representation as to the suitability of the Premises for Lessee's intended use, including without limitation, as to zoning, visibility, traffic count or any other factors.

Section 2. Term. This Lease shall be for a term of six (6) years, commencing October 1, 2025, and shall terminate on September 30, 2031, unless extended or terminated as otherwise provided herein. This Lease shall supersede any previous Leases and/or agreements, written or oral.

Section 3. Rent.Owner agrees to the rent to One Dollar ($1.00) per square foot of indoor space and Fifty Cents ($0.50) per square foot of outdoor space for a period of six (6) years, commencing October 1, 2025, and concluding on September 30, 2031.

The Lessee shall provide One Hundred Seventy-Five Thousand Dollars ($175,000.00) in tenant improvements. In consideration thereof, the Lessor agrees to a temporary reduction or waiver of lease rental fees, not to exceed One Hundred Seventy-Five Thousand Dollars ($175,000), as compensation for said tenant-funded improvements to the premises located at 920 North Alameda Blvd.

All repairs must be completed to a professional standard and in compliance with all applicable laws, regulations, and building codes. The lessee agrees to complete the repairs by April 1, 2026. Upon completion, the Lessee shall notify the Owner, who will inspect the completed work. The rent waiver is contingent upon the tenant improvement valued at up to One Hundred Seventy-Five Thousand Dollars and Zero Cents ($175,000.00).

In the event that the Lessee fails to complete the repairs by the agreed completion date or if the repairs are not performed to a satisfactory standard, the rent waiver will be void, and the Lessee will be responsible for paying the full rent for the waived period retroactively. Additionally, the Owner may pursue other remedies available under this Lease or Law.

Lessee shall pay to Owner as rent for said Premises hereof the total sum of Two Thousand Three Hundred Thirty-Two Dollars ($2,332.00) per month, based on a rental rate of $1.00 per square foot for indoor space and $0.50 for outdoor space for exclusive use of the space. Lease payments shall be due in advance on the first day of each and every month of the term hereof. Any lease payment Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 3 not received by the Owner by the tenth (10th) day of the month will be deemed late, and a late fee (penalty) in the amount of Five Percent (5%) will be charged.

Payments shall be remitted to: General Services Department 205 South Willowbrook Avenue
Compton, California 90220
Attn: Director
Payable to: City of Compton
[Please identify your Lease Site on the payment]
[Lease Site: 920 North Alameda Street]
Section 4. Use of Premises. Lessee is entitled to use the Premises during normal building business days/hours (Mondays through Fridays, 7:00 a.m. to 6:00 p.m.), for the following purpose(s) only:

Administrative Offices and Support Services
Lessee shall not use the Premises for any other purposes without the prior written consent of the Owner. Lessee shall not use the Premises for residential purposes or for any commercial purposes not stated herein. Lessee shall not use the Premises for the storage of unusable equipment or property or for the rental or storage of any type of equipment not integral to the purposes of the program.

Section 5. Delivery of Premises. If Owner, for any reason, cannot deliver the Premises described above to Lessee at the commencement of the term hereof, Owner shall not be deemed to be in default hereunder, nor shall Owner be liable to Lessee for any loss or damage resulting directly or indirectly arising out of or resulting from such failure and Lessee at Lessee’s option, may declare this Agreement to be null and void.

Section 6. Utilities and Other Services. Unless otherwise agreed by Owner in writing, Lessee shall, at its sole cost and expense, make arrangements for and pay for all utilities used by Lessee at or upon the Premises, including but not limited to electric, gas, water, sewer, trash disposal and any other utility charges in connection with the Lessee’s use of the leased Premises and security. Prior written approval shall be required for the installation of any utility and/or service that will involve physical alteration of the Premises. Lessee shall reimburse Owner for the cost of repairing any and all damages to the Premises caused directly or indirectly by Lessee’s utility or service provider, or its equipment.

Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 4 Owner shall in no way be liable or responsible for any loss, damage or expense that Lessee may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the utilities and services supplied to Premises and/or Site, unless directly caused by the active negligence or willful misconduct of the Owner.

Section 7. Assignment and Subletting. Lessee agrees not to sublet the whole or part of the Premises, assign the Lease nor permit the use of the Premises by anyone other than the Lessee, its employees, business invitees, customers and patrons without in each case first securing the written consent of the Owner. Any attempted assignment or subletting of this Lease without the written consent of the Owner constitutes fraud and this Agreement shall be null and void.

Section 8. Alterations and Additions. Lessee shall not make any alterations or construct any additions or improvements in or on the Site and/or the Premises until the Owner has been provided with said plans and specifications for the project. Once the Owner has been provided with said plans and specifications, Owner shall have a fifteen (15) day minimum review period before granting Lessee approval or disapproval of the project in writing. Lessee shall, at the time of the request, specify if they desire to retain ownership and/or possession of the alteration, addition, or improvement subject to plan review by Owner at Lessee’s expense.

Owner agrees that except for structural alterations, the Lessee may remove, during or at the expiration or other termination of the term of this Lease, or of any extension or holdover period thereof, as the case may be, personal property placed or installed in or upon the Site and/or the Premises by the Lessee or under its authority. Any personal property, improvements or additions not removed by Lessee within thirty (30) days after the end of the term, or any extension or holdover period thereof, shall automatically become the property of Owner.

Lessee shall repair any damage to the Site and/or the Premises caused by Lessee’s installation and/or removal of its personal property, alterations, improvements or additions.

Lessee shall, at its sole cost and expense, be allowed to place its typical signage on the Building on the Site upon the Owner's advance written approval.

Section 9. Repairs and Maintenance. Owner shall not be responsible to make any repairs or alterations to the Premises, and Lessee assumes any and all cost and liability for the repair and maintenance of the Premises leased herein, unless such repairs, alterations or maintenance are due to Owner’s negligence or willful misconduct. Lessee agrees to repair any damage caused by Lessee, its employees, contractors, agents or invitees, negligently or otherwise, Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 5 at its own expense, and maintain the Premises leased and to return said Premises to Owner in as good order, repair and condition as the same were in at the commencement of this Lease. Lessee must obtain prior written approval from the Owner prior to commencing any repairs to the leased Premises.

Lessee shall continue to maintain said Premises in good repair and tenable condition and in compliance with all health, safety and sanitation laws, ordinances and regulations of the State of California and local authorities throughout the term of the Lease.

Lessee agrees to keep Premises in good order and condition at their sole cost and expense. Lessee shall be responsible for the general maintenance and upkeep, custodial, janitorial, landscaping installation and maintenance, security, non-structural repair, and all other non-structural upkeep of the Premises that it occupies. All work done by Lessee on the Premises shall be done in a lawful manner and in conformity with all applicable laws, ordinances and regulations The Premises shall be kept free from any and all liens and charges on account of labor or materials used in contribution to any work thereon.

Unless otherwise required by law or expressly provided for within this Lease Agreement, Owner shall have no liability to Lessee for any condition on the Premises leased herein and Lessee agrees that it has inspected the same, knows the condition and takes this Lease with the Premises in its present condition. Lessee agrees to hold the Owner harmless from any and all liability arising out of or in connection with the use for the Premises leased here by the Lessee, its agents, employee’s business invitees, customers and patrons, except to the extent any such liability is attributable to Owner’s negligence or willful misconduct.

Section 10. Insurance. Lessee shall furnish certificates of insurance, along with endorsements, issued to Owner substantiating the fact that it has taken out the specified insurance for the term covered by this Lease, or any extension or holdover period thereof, with an insurance carrier acceptable to the Owner under forms satisfactory to the Owner. Each certificate shall bear an endorsement precluding cancellation or reduction in coverage of any policy covered by such certificate except upon at least thirty (30) days prior written notice to Owner. It is agreed that Owner shall not be liable for the payment of any premiums or assessments on the insurance required.

Lessee shall present evidence of required insurance and certificate of endorsement to Owner no later than the commencement date of this Lease and each and every lease year thereafter. The Lessee shall not occupy the Premises until the Owner has received and approved the required certification. Failure on the part of the Lessee to procure or maintain insurance shall constitute a Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 6 material breach upon which the Owner may immediately terminate this Lease Agreement.

All insurance required hereunder shall be primary with respect to any insurance maintained by the City and shall not call on the City’s program for contributions. Program(s) of insurance shall include:
a.General Liability.Lessee shall provide and maintain at its own expense during the term of this Lease Agreement a policy of Commercial General Liability Insurance, inclusive of personal injury liability and broad form property damage coverage, in an amount not less than One Million Dollars ($1,000,000) per occurrence. The coverage shall be written on an occurrence basis. Claims made coverage is not acceptable.
b.Workers’ Compensation Insurance.Lessee shall provide and maintain at its own expense during the term of this Agreement a program of Workers’ Compensation Insurance and Employer’s Liability Insurance in an amount and form to meet all applicable requirements of the State Labor Code and which specifically covers all persons providing services by or on behalf of the Lessee and all risks to such persons under the Agreement. c.Fire and Casualty Insurance.Lessee shall maintain fire insurance on such party’s own equipment and property or to adequately self-insure the same.

Lessee shall provide, or cause to be provided, and maintained at its sole cost property insurance in the amount of the value of the improvements on the Premises on a replacement cost basis. The property insurance shall insure against the perils of fire (with extended coverage), theft, vandalism, malicious mischief, collapse, flood, earthquake, windstorm and physical loss or damage.

Owner will not keep improvements which are constructed or installed and owned by Lessee under the provisions of this Lease insured against fire or casualty, and Lessee will make no claim of any nature against Owner by reason of any damage to the business or property of Lessee in the event of damage or destruction by fire or other cause, arising other than from or out of negligence or willful misconduct of agents or employees of the Owner in the course of their employment.
d.Insurance Endorsements.The liability insurance policy(ies) shall be endorsed with the following language:
(1) The City of Compton and its respective elected and
appointed officers, officials, employees, agents and volunteers are to be named and covered as “additional insureds” with respect to liability arising out of the activities of the Lessee.

Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 7 (2) The insurer waives all rights of subrogation against the City. (3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City.
(4) Identify the leased Premises covered by the policy(ies) and the identity of the insured(s).
e.Contractor’s Insurance Requirements. Lessee shall require that any contractors and subcontractors used to perform improvements/repairs to the building structure and Premises as provided in Sections 8 and 9 of this Lease Agreement to provide and maintain during the entire period of performing improvements/repairs the following programs of insurance:
(1) A policy of Commercial General Liability Insurance, inclusive of personal injury liability and broad form property damage coverage, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate. The coverage shall be written on an occurrence basis. Claims made coverage is not acceptable. (2) A program of Workers’ Compensation Insurance and Employer’s Liability Insurance in an amount and form to meet all applicable requirements of the State Labor Code and which specifically covers all persons providing services by or on behalf of the contractor and all risks to such persons. (3) A program of Automobile Liability Insurance with a limit of liability of not less than One Million Dollars ($1,000,000.00) for each accident. Such insurance shall include coverage for all “owned”, “hired” and “non-owned” vehicles, or coverage for “any auto”.
(4) The Contractor(s) liability insurance policy(ies) shall be endorsed with the following language: The City and its respective elected and appointed officers, officials, employees, agents and volunteers are to be named and covered as “additional insureds” with respect to liability arising out of the activities of the contractor.

Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Lessee and/or its contractors and subcontractors under the terms of the Lease Agreement. Lessee shall procure and maintain, at its own costs and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary relating to Lessee’s use of the Premises and improvement/repairs made to the Premises.

Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 8 Section 11. Losses.Owner shall not be responsible for losses or damage to personal property, equipment or materials of Lessee. Owner will not keep improvements which are constructed or installed and owned by Lessee under the provisions of this Lease insured against fire or casualty, and Lessee will make no claim of any nature against Owner by reason of any damage to the business or property of Lessee in the event of damage or destruction by fire or other cause, arising other than from or out of the gross negligence or willful misconduct of agents or employees of the Owner in the course of their employment.

Section 12. Damage or Destruction.
a. Termination of Lease. If the entire Premises or any material portion thereof are damaged or destroyed by earthquake or other violent action of the elements, or by fire or other casualty such that it is difficult or impossible for Lessee to continue operating its business thereon, then either Owner or Lessee may cancel this Lease as of the date of damage or destruction by delivering written notice to the other within thirty (30) days following the damage or destruction. If the Lease is cancelled, Lessee shall surrender the Premises and shall not be obligated for any further rental payment and Owner shall refund any unearned rent paid in advance by Lessee, calculated at a daily rate based on the regular monthly rental.

Repair of Premises. In the event of any lesser damage by casualty (other than that caused by or do the actions/inactions of the Lessee), Owner shall, at Owner's cost and expense, promptly repair the same to the extent Owner's insurance proceeds are made available to Owner therefor and provided that (a) such repairs, in Owner's reasonable good faith opinion, can be commenced within thirty (30) days of the event which necessitated the repair and restoration, unless it is not reasonably possible to commence repair and restoration within thirty (30) days from the date of such damage or destruction (without payment of overtime or other premiums) and (b) the cost of such repairs, in Owner's reasonable good faith opinion, will not exceed 50% of the then replacement cost of the Site. If Owner is not required to repair such damage or destruction, then Owner shall, within 30 days from the date of such damage or destruction, either (i) notify Lessee in writing of Owner's election to repair such damage or destruction, in which event Owner shall promptly repair the same, or (ii) notify Lessee in writing of Owner's election to immediately terminate this Lease, in which event this Lease is terminated effective as of the date of such damage or destruction. Lessee may terminate this Lease effective as of the date of any such damage or destruction if Lessee reasonably determines in its good faith opinion that such damage or destruction substantially impairs the satisfactory operation of the Lessee's operations by notifying Owner in writing of Lessee's election to terminate not later than 30 days after the date of such damage or destruction.

Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 9 Loss Caused by Lessee. If the Premises are wholly or partially damaged or destroyed as a result of the gross negligence or willful misconduct or omission of Lessee, Lessee shall forthwith diligently undertake to repair or restore all such damage destruction at Lessee's sole cost and expense. This Lease shall continue in full force and effect without any abatement or reduction in rent or other payments owed by Lessee, and this obligation of Lessee to repair or restore the Premises shall survive the cancellation of this Lease.

Exclusive Remedy. This Section 12 shall be Lessee's sole and exclusive remedy in the event of damage or destruction of the Premises, and Lessee waives and releases Lessee's rights under California Civil Code Section 1932 and 1933(4).

No damages, compensation or claim shall be payable by Owner for any inconvenience, any interruption or cessation of Lessee's business, or any annoyance, arising from any damage or destruction of all or any portion of the Premises.

Section 13. Hazard Materials.Lessee shall not use any Hazardous Materials in/or on Site or the Premises, except as necessary in the ordinary course of business and in full compliance with all Environmental Laws. Lessee will promptly notify Owner of any release or presence of any Hazardous Material in/on the Premises of which Lessee becomes aware.
a. Remediation. If Hazardous Materials are released at the Site and/or Premises by Lessee, its agents, employees, or contractors, then Lessee is solely responsible for the removal and/or remediation of any Hazardous Materials to the extent required by governmental authorities in compliance with applicable Environmental Laws.
b. Indemnification. Lessee shall indemnify and hold Owner harmless from and against any and all claims, actions, suits, proceedings, loss, liabilities, damages, fines, costs, or expense (including reasonable attorneys’ fees, consultants’ fees, investigation and laboratory fees, court costs, and litigation expenses), which arise from the presence of Hazardous Materials at the Site and/or Premises released by Lessee or its agents, employees, or contractors.

Section 14. Default. Lessee shall pay said rent to the Owner without deduction, default or delay. In the event of the failure of Lessee to do so, or in the event of a breach of any other terms, covenants or conditions herein contained on the part of Lessee to be kept and performed and if such default continues for a period of thirty (30) days after receipt of written notice from Owner to Lessee of such default, this Lease may be terminated. Owner may not terminate the Lease if (a) Lessee cures the default within the thirty (30) day period after notice of default is given, or (b) the default cannot reasonably be cured within thirty (30) days after notice of default is given, but Lessee reasonably commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 10 the default. In the event of termination of this Lease, it shall be lawful for Owner to reenter into and upon the Premises and every part thereof and to remove and store at Lessee’s expense all property therefrom and to repossess and occupy the Premises. In addition thereto, Owner shall have such other rights or remedies as may be provided for by law.

Section 15. Holding Over. In case Lessee holds over beyond the term herein provided with the consent, express or implied, of the Owner, such tenancy shall be from month-to-month only, subject to the same terms and conditions of this Lease, but shall not be a renewal hereof. Such month-to-month tenancy shall be terminable on thirty (30) days written notice by either party to the other party.

Section 16. Cancellation Provision.Notwithstanding any other provisions contained herein, either party shall have the right to cancel this Lease, without cause, at anytime, upon thirty (30) days prior written notice to the other party.

Section 17. Owner’s Access. Lessee agrees to permit the Owner or Owner’s authorized agents, upon reasonable advance notice, free access to the Premises at all reasonable times for the purpose of inspection of the Premises or for making necessary alterations, improvements or major repairs.

Section 18. Discrimination. The Lessee herein covenants by and for itself, its heirs, executors, administrator, and assigns, and all persons claiming under or through it that this Lease is made, accepted and subject to the following conditions:

That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, the leasing, subleasing, transferring, use, occupancy, tenure, enjoyment of the Premises herein leased nor shall the Lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with referenced to the selection, location, number, use of occupancy, of Lessees or vendees in the Premises herein leased.

Section 19. Indemnification. Lessee shall indemnify and save harmless the Owner, its officials, officers, employees, agents and volunteers (collectively hereafter the “Owner”), against any and all damages to property or injuries to or death of any person or persons, and shall defend, indemnify and save the Owner from any and all liability and expense, including reasonable defense costs and legal fees, and claims, demands, suits, actions or proceedings of any kind or nature, including Workers’ Compensation claims, of or by anyone whomsoever in any way resulting from or arising out of Lessee’s, its employees, contractors, agents or invitees negligent or intentional acts in or on the Premises, or from conduct of Lessee, its employees, contractors, agents or invitees practice or business from any activity, work or things done.

Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 11 This indemnification and hold harmless obligation does not extend to claims arising out of the sole negligence or willful misconduct of the Owner.

Section 20. Partnership Disclaimer.Lessee and any and all agents of Lessee shall act in an independent capacity and not as officers or employees of the Owner. Nothing herein contained shall be construed as constituting the parties herein as partners.

Section 21. Vacating Premises. Lessee shall, on the last day of said term or sooner termination of this Lease, peaceably and quietly leave, surrender and yield up to the Owner, the Premises in good order, condition and repair, reasonable use and wear thereof and damage by acts of nature, excepted.

Section 22. Compliance with Laws.Lessee shall at its sole cost and expense, comply with all the laws and requirements of all municipal, county, state and federal authorities now in force, or which may hereafter be in force pertaining to the Premises and use of the Premises as provided by this Lease.

Section 23. Easements and Right of Way.This Lease is subject to all existing easements and right of way. Owner further reserves the right to grant additional public utility easements as may be necessary and Lessee hereby consents to the granting of any such easements. The public utility will be required to reimburse Lessee for any damages suffered by Lessee caused by the construction work on the easement area.

Section 24. Parking Access.Unless specifically provided herein, if off-street parking is provided at the Site of the Premises, Lessee, its employees and invitees may have equal access to non-restricted/non-reserved parking spaces provided to all Lessees on a first-come, first-served basis.

Section 25. Relocation.Lessee acknowledges that Lessee, its employees, contractors, subordinates and assigns are not entitled to any Relocation Payment or Relocation Advisory Assistance due to their occupancy of the Premises.

Section 26. Failure to Perform.In the event of the failure, neglect or refusal of Lessee to do, or perform work, or any part thereof, of any act or thing in this Lease provided to be done and performed by Lessee, Owner shall, at its option, have the right to do and perform the same, and Lessee hereby covenants and agrees to pay Owner the costs thereof on demand.

Section 27. Binding on Successors.Each and all of the terms and agreements herein contained shall be binding upon and shall inure to the benefit of the successors in interest of the Owner, and wherever the context permits or requires the successors in interest to the Lessee.

Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 12 Section 28. Amendments. This Lease Agreement may be modified or amended only be written document executed by both Lessee and Owner’s City Manager and approved as to form by the City Attorney. Such document shall expressly state that it is intended by the parties to amend the terms and conditions of this Lease Agreement.

Section 29. Waivers.A waiver by either party to this Agreement of any breach of any terms, covenants or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.

Section 30. Governing Law and Severability.This Agreement shall be governed by and construed under the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.

Section 31. Notices. All notices, demands or requests to be given under this Lease Agreement shall be given in writing and conclusively shall be deemed received when: (a) delivered personally, or (b) on the fifth (5th) business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided, or (c) one business day after send by facsimile transmission.

To OWNER: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: Director, General Services Department
(310) 605-5519
With copy to: City of Compton
205 South Willowbrook Avenue
Compton, California 90220
Attn: City Manager
(310) 605-5585
Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 13 To LESSEE: Fathers and Mothers Who Care
10975 S. Vermont Ave.

Los Angeles, California 90044
Attn: Linda Kelly, Secretary, Executive Director
(323) 899-4011
Section 32. Entire Agreement. This Lease and any exhibits or attachments hereto and incorporated herein constitute the entire agreement of Owner and Lessee. There are no agreements, terms, conditions or obligations other than those set forth herein.

This Lease shall supersede all previous communications, representations or agreements, either verbal or written between Owner and Lessee. This agreement may be modified only by written agreement signed by both Owner and Lessee.

IN WITNESS WHEREOF, Lessee has executed this Lease and the Owner, by its City Manager, who is authorized to do so, has executed this Lease.

FATHERS AND MOTHERS WHO CARE
LESSEE
By __________________________________ Dated: ______________ Linda Kelly, Secretary
Executive Director

CITY OF COMPTON/OWNER
Recommended for Approval:

By __________________________________ Dated: ______________ Nebraska Jones, Director
General Services Department
Approved by:

By __________________________________ Dated: ______________ Willie A. Hopkins, Jr., City Manager
Lease Agreement – Fathers and Mothers Who Care
920 North Alameda Street
October 1, 2025 – September 30, 2031 / Resolution No. **** 14 Approved as to form:

By _________________________________ Dated: ______________ Legal Division
ATTEST:

Dated: _________________ By _____________________________ Satra D. Zurita, City Clerk

1 September 2, 2025
TO: MAYOR AND CITY COUNCIL MEMBERS
FROM: CITY MANAGER
SUBJECT: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AMENDING THE 2025-2026 FISCAL YEAR BUDGET TO APPROPRIATE

FUNDS AND MAKE PAYMENT TO THE CALIFORNIA PUBLIC EMPLOYEES

RETIREMENT SYSTEM TO REDUCE THE UNFUNDED ACTUARIALLY

ACCRUED LIABILITIES BY A LIKE AMOUNT OF THE ADDITIONAL

PAYMENT

SUMMARY
Staff is recommending that the City Council adopt a resolution amending the 2025-2026 Fiscal Year Budget to appropriate funds for an amount not to exceed $71,991,549, and make payment to the California Public Employees Retirement System by September 30, 2025 to reduce the unfunded actuarially accrued liabilities for pension benefits by a like amount of the additional payment from one of two options: (a) a payment amount not to exceed $71,991,549, or (b) payment not to exceed of $69,831,802.

BACKGROUND
The City of Compton has contracted with the California Public Employees Retirement System (CalPERS) to manage the City’s pension trust fund and provide plan administration and benefit administration services to the City for all employee groups since 1947. The City has four employee unions, unrepresented employees and retirees that receive pension benefits through the Miscellaneous, Safety Fire and Safety Police pension plans administered by CalPERS.

Employees and Retirees also receive health benefits for retirees from the City funded from the Retirement Trust Fund on a pay-as-you-go basis for current benefit costs.

Pension and other post-employment benefits (OPEB) are considered a statutory promise or obligation of the employer meaning it is a legally guaranteed payment that an employer is required to provide to an employee upon retirement. The pension promise, once given, may not be reduced for existing members but the benefit level may be renegotiated for future members. The California constitution expressly prohibits a “diminishment of benefits” for existing members. If an employer fails to adequately fund a pension plan and cannot pay promised benefits, employees can seek legal recourse to recover their due payments, often with the assistance of the Pension Benefit Guaranty Corporation (PBGC).

In the private sector, the Employee Retirement Income Security Act (ERISA) protects and regulates pension plans, ensuring that employees receive their promised benefits. ERISA sets the standards for pension plans including, for example, requirements for funding, plan

16.16.16.16.16.16.16.16.16. 2
administration and participation. Although ERISA does not apply to public agency plans, it is generally used as a guidepost for their administration.

Pension Benefits Most public-employer pension plans are considered "defined benefit" plans, which means they promise a specific monthly payment to retirees based on factors like salary and years of service. Pension benefits are pre-funded through employer and employee contributions to the plan based upon an actuarially determined contribution rate expressed as a percent of active members’ payroll. The employer contribution rate and contributions to the plan are determined by CalPERS actuaries and disclosed in the actuarial valuation reports prepared and issued annually for each employee group. The valuation employs complex calculations based on a set of actuarial assumptions and methods which are set forth in professional standards established by the Society of Actuaries (SOA) and the American Academy of Actuaries (AAA) which govern its development. The valuation incorporates all plan experience through the valuation date and sets required contributions (per State law and Governmental Accounting Standards Board pronouncement 68 discussed in more detail below) for the fiscal year that begins two years after the valuation date.

The calculated annual required contribution (ARC) rate is comprised of two components. They are Normal Cost, which is expressed as a percentage of pensionable payroll, and Unfunded Accrued Liabilities (UAL), which is expressed as a dollar amount. Normal Cost represents the value of benefits allocated to the upcoming year for active employees. If all plan experience exactly matched the actuarial assumptions, normal cost would be sufficient to fully fund all benefits. The employer and employees each pay a share of the normal cost with contributions payable as part of the regular payroll reporting process. The contribution rate for Classic members is set by statute based on a benefit formula whereas, for PEPRA (Public Employee Pension Reform Act) members, it is based on 50% of the total normal cost. When plan experience differs from the actuarial assumptions, unfunded accrued liability (UAL) emerges.

The UAL created may be positive or negative. If the total UAL is positive (i.e. accrued liabilities exceeds assets), the employer is required to make contributions to pay off the UAL over time.

This is called the Unfunded Liability Contribution component. CalPERS provides member agencies with the option to prepay this amount during July of each fiscal year at a slightly discounted rate, otherwise, it is paid monthly together with the normal costs contributions. The City saved over $500,000 in July, 2024, as well as again in July 2025, by utilizing this option.

Per GASB 68, the City is required to disclose in its financial statements annually footnotes which describe whether or not the City contributed into the pension trust in accordance with the ARC. These funding progress indicators describe how the pension benefit is being funded by the City and its progress in funding the pension liabilities.

In measuring the UAL each year, plan experience is split by source. Common sources of UAL include investment experience different than that expected per the assumed rate of return which is currently 6.8%, non-investment experience different than expected, which include variations in wage growth, retirement age, mortality etc. Each source of UAL (positive or negative) forms a base that is amortized, or paid off, over a specified period of time in accordance with the CalPERS actuarial amortization policy (Attachment 1). The policy 3 establishes different amortization bases determined by the type of plan experience being amortized. The intent of the policy is to minimize substantial variations in employer contribution rates. Copies of all of the City’s actuarial valuations (and, actuarial valuations for all CalPERS member agencies) are available online and may be found by typing “CalPERS actuarial reports” into the search bar in an internet search engine such as “Google” or “Yahoo.” A link to the CalPERS website and the specific webpage that the actuarial valuations may be found on is provided below at;
https://www.calpers.ca.gov/page/employers/actuarial-resources/public-agency-actuarial- valuation-reports.

The Unfunded Accrued Liability (UAL) contribution is the sum of the payments on all amortization bases. The existing unfunded actuarially accrued liabilities in the City’s pension and OPEB plans as of June 30, 2024 and June 30, 2023 valuation date, respectively, (the most recent valuation reports) is $163,315,592, and $120,213,425, respectively, which is summarized in the following table;

City of Compton Unfunded Actuarial Accrued Liabilities for All Pension Plans as of 06/30/24 Valuation Date; OPEB Plan as of 6/30/2023 Valuation Date
Pension Plan UAL
Miscellaneous Plan $79,960,618
Safety Police Plan 34,478,346
Safety Fire and PEPRA Plans 48,876,628
Total UAL - All Pension Plans $163,315,592
OPEB UAL – All Plans 120,213,425
Total Pension and OPEB Liabilities $283,529,017
The OPEB UAL is included in the table above for illustrative purposes. GovInvest prepares the actuarial valuation for the City’s GASB 75 disclosures in the City’s financial statements.

Accounting standards require that the known liabilities for which reasonable estimates have been established for the future benefit cost be recorded and disclosed in the City’s financial statements and footnote disclosures. Future revenues expected to fund these liabilities are not recorded because the future revenues do not satisfy the revenue recognition principles established within accounting standards.

Other Post Employment Benefits (OPEB) Health care benefits for retirees are administered by the City and funded utilizing a “pay-as-you-go” funding methodology. This means that the annual benefit costs are paid each year and that no funding is set aside to fund future benefit costs.

The City has explored options to begin pre-funding unfunded accrued liabilities for OPEB.

According to the Internal Revenue Code (IRC) §401(h), a pension or annuity plan can provide medical benefits for retired employees, their spouses, and dependents. These benefits can 4 include payments for sickness, accident, hospitalization, and medical expenses. A 401(h) account allows an employer to fund retirees’ “qualified medical expenses” through defined benefit or money purchase plans, if certain conditions are satisfied. A qualified medical expense is defined as a payment made for “sickness, accident, hospitalization, and medical expenses of retired employees, their spouses and their dependents.” Treas. Reg section

1.401-14 further provides conditions that must be satisfied to preserve the retirement plan’s tax-qualified status under Code section 401(a), including maintaining separate accounts, specifying the benefit terms, and complying with a “subordination” requirement. Since the addition of Code section 401(h) in 1962, and the subsequent publication of corresponding treasury regulations, the IRS has offered little guidance on the design and administration of Code section 401(h) accounts.

Contributions Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the plan’s actuary and shall be effective on the July 1 following notice of a change in the rate. The total plan contributions are determined through the CalPERS' annual actuarial valuation process. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The employer is required to contribute the difference between the actuarially-determined rate and the contribution rate of employees. Participants in the Miscellaneous and Safety plans are required to contribute a percentage of their annual covered salary. With the exception of the PEPRA members, the City pays the contributions required of City employees on their behalf. The City is required to contribute the actuarially- determined remaining amounts necessary to fund the benefits for its members.

STATEMENT OF ISSUE
For pension benefits, the City has annually contributed into the CalPERS trust the ARC payment as calculated by the plan’s actuaries. These funding progress indicators are disclosed within the City’s financial statements as required by GASB 68. However, although the City has made the ARC each year, UAL has continued to grow as a result of negative plan experience due to unfavorable investment experience and other non-investment related variances from assumptions. Collective unfavorable plan experiences create new UAL bases which must then be funded by future contributions into the trust.

For health care benefits for retirees, the City has funded the benefits utilizing a “pay-as-you- go” funding methodology. This means that the annual benefit costs are paid each year and that no funding is set aside to fund future benefit costs. If the City were to begin prefunding the OPEB obligations, the City would need to contribute the current cost of benefits and an additional contribution to fund a portion of the UAL on an annual basis. This additional contribution for a portion of the OPEB UAL would significantly increase contributions into the trust and would cause a significant increase in the Retirement Tax Levy placed on the tax roll.

Additionally, the State Auditor of California had issued a report to the City of Compton in October 2022 after their audit of the City was performed. That report contained various recommendations, but one of the recommendations, a Priority 3 Recommendation, stated the 5 following on page 6 of the report:
“By July 2024, the city council should ensure that the city develops and begins implementing a plan for reducing Compton’s pension and other postemployment benefits (OPEB) costs and liabilities. This plan may include placing retirement funds into a trust and negotiating changes to employees’ contributions for pension and OPEB costs.”
This recommendation by the State Auditor of California was taken into consideration by City staff and staff began research on a method to reduce the total Pension Liability.

At this point, staff has researched an effect of a payment on the Miscellaneous plan (one contributing component of the total pension liability), and has not yet researched the effect on OPEB or other Pension plans yet.

One proposed reduction in UAL of a not-to-exceed $71,991,549 contribution to the City’s Miscellaneous Pension Plan (figure obtained from CalPERS discounted to 9/30/2025 by GovInvest a.k.a. TruComp) is expected to reduce the 2026-2027 fiscal year retirement tax levy, and result in a partial tax holiday. If the resolution is approved by Council, and if Option (a) is selected, then a partial tax holiday could possibly (if sufficient information is obtained by CalPERS) be calculated and proposed to City Council in July of 2026. Additionally, it is possible that a payment of $71,991,549 to the City’s Miscellaneous Pension Plan would result in a funded status of over 100% in anticipated CalPERS reporting due to investment gains obtained between the 2024 valuation date and the present time. A possible funded status of over 100% could also cause a prolongation of the partial tax holiday, until there are experience-losses that causes the funded status to drop below 100%. It is important to note that if the plan were to become and remain overfunded, currently there is no provision that would allow CalPERS to return pension assets in excess of the accrued pension liability to the City. In both fully funded and over-funded scenarios, the usage of the funds are still restricted.

Actual property tax savings will be impacted by changes in other agencies’ tax rates and changes in assessed values. Actual changes in assessed values for each property owner will vary based upon changes in assessed values in each housing tract if area rated and comparable sales of similarly situated properties throughout the community. The county assessor exercises discretion within professional and legal standards in determining the methodology applied when calculating the assessed values included on the assessment roll.

The tax levy amount could also be affected by market forces, results of labor negotiations, and City staffing level changes.

A second option for a proposed reduction in UAL involves a contribution of an amount of $69,831,802 only. This second option has been evaluated by GovInvest, the City’s consultant.

Contributing an amount of $69,831,802 to the City’s Miscellaneous Pension Plan is a lower dollar option, and would already anticipate the effects of CalPERS recent investment gains. It is estimated to yield a recognized funded target of approximately 100% (targeted not to be in excess of 100%) by the next CalPERS publication in August 2026. Further, it is also possible that this payment amount of $69,831,802 to the City’s Miscellaneous Pension Plan could cause 6 a partial tax holiday to be calculated and proposed to City Council, but since CalPERS investment gain results on the funded status are only expected to be published in an August 2026 CalPERS publication, then the proposal of a partial tax holiday by staff would be estimated to be provided in July 2027 for the 2027-2028 fiscal year, and not earlier.

Additionally, with a lower funded status amount, the duration of the possible partial tax holiday could be shorter for this lower dollar option versus Option (a). As mentioned above, the tax levy amount could also be affected by market forces, results of labor negotiations, and City staffing level changes.

Additionally, it has been recommended by GovInvest for the City to retain approximately $25 million in reserve whether held by the City or deposited in a professionally managed employee benefit trust as hedge against future CalPERS rate volatility.

FISCAL IMPACT
Funds for this payment are being requested to be appropriated in the current fiscal year, where prior year budgetary appropriations are available in the Retirement Trust Fund-fund balance. This proposed budget adjustment to fund the transfer recharacterizes the purpose of the appropriations to prefunding the UAL within the CalPERS pension trust by making an additional payment to pay down the UAL. There is no budgetary impact on any other budgetary accounts or funds outside of the Retirement Trust Fund.

RECOMMENDATION
Staff recommends that the City Council adopt the attached Resolution.

WILLIE A. HOPKINS JR.

CITY MANAGER
RESOLUTION NO. _________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COMPTON AMENDING THE 2025-2026 FISCAL YEAR BUDGET TO APPROPRIATE FUNDS AND MAKE

PAYMENT TO THE CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM

TO REDUCE THE UNFUNDED ACTUARIALLY ACCRUED LIABILITIES BY A LIKE

AMOUNT OF THE ADDITIONAL PAYMENT
WHEREAS, the City of Compton has contracted with the California Public Employees Retirement System to manage the City’s pension trust fund and provide plan administration and benefit administration services to the City since 1947; and WHEREAS, pursuant to the State of California Public Employee Retirement Law (PERL), the City has a fiscal responsibility for the general debts and other liabilities of the pension plan, including funding employee benefits under its plan; and WHEREAS, the pension benefit is advance pre-funded based upon an actuarially determined annual required contribution rate and retiree health care costs are funded utilizing a pay as you go funding methodology; and WHEREAS, the City had intended on establishing an Internal Revenue Code Section 401(h) Retiree Health Savings Plan to initiate prefunding of health insurance benefits and instead has determined it more beneficial to transfer these assets into the pension trust to further reduce actuarially accrued liabilities due to the difference in the funding methodologies applied to each benefit’s costs; and WHEREAS, funds accumulated in the Retirement Trust Fund for retiree pension and health insurance benefits are held in trust for the purpose of funding costs of retirement benefits.

WHEREAS, the State Auditor of California had issued a report to the City of Compton in October 2022 after their audit of the City was performed. That report contained various recommendations, but one of the recommendations, a Priority 3 Recommendation, stated the following on page 6 of the report:
“By July 2024, the city council should ensure that the city develops and begins implementing a plan for reducing Compton’s pension and other postemployment benefits (OPEB) costs and liabilities. This plan may include placing retirement funds into a trust and negotiating changes to employees’ contributions for pension and OPEB costs.”
This recommendation by the State Auditor of California was taken into consideration by City staff and staff began research on a method to reduce the total Pension Liability.

WHEREAS, staff is recommending that the City Council adopt a resolution amending the 2025-2026 Fiscal Year Budget to appropriate funds for an amount not to exceed $71,991,549, and make payment to the California Public Employees Retirement System to reduce the unfunded actuarially accrued liabilities for pension benefits by a like amount of the additional payment from one of two options: (a) a payment amount not to exceed $71,991,549, or (b) payment not to exceed of $69,831,802

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COMPTON DOES
HEREBY RESOLVE AS FOLLOWS:

SECTION 1. That the Retirement Trust Fund 2025-2026 Fiscal Year budget shall be amended to appropriate funds from fund balance to the accounts as follows:

From:

Account Number Description Amount
2100-000-000-2710 PERS Fund Not to exceed $71,991,549 Balance
To:

Account Number Description Amount
2100-610-000-4192 PERS Fund, Not to exceed $71,991,549 Retirement Expense
Account
SECTION 2. That a payment amount to CalPERS is authorized to be made for the funding of the Miscellaneous Pension Plan Unfunded Actuarial Liability with amount of either Option (a) or (b) as follows to be made by September 30, 2025 from the Account Number 2100-610-000-4192 - PERS Fund, Retirement Expense:
(a) payment amount not to exceed $71,991,549, or
(b) payment not to exceed of $69,831,802
SECTION 3. That the funds for this additional payment are available within the Retirement Trust Fund in the reserve accounts set aside to provide funding for Pension and OPEB benefits and payment of these funds are herewith authorized to pay down the City’s UAL obligations within the CalPERS Pension Benefit Trust Fund.

SECTION 4. That a copy of this Resolution shall be forwarded and filed in the offices of the City Clerk, City Manager, City Attorney, and City Controller’s department.

SECTION 5. That the Mayor shall sign and the City Clerk shall attest to the adoption of this resolution.

ADOPTED this ____ day of September, 2025.
_______________________________

EMMA SHARIF

MAYOR OF THE CITY OF COMPTON
ATTEST:
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
CITY OF COMPTON: ss
I, Satra D. Zurita, City Clerk of the City of Compton, hereby certify that the foregoing Resolution was adopted by the City Council, signed by the Mayor, and attested by the City Clerk at the regular meeting thereof held on the _____ day of _______________, 2025.

That said Resolution was adopted by the following vote, to wit:

AYES: COUNCIL MEMBERS-
NOES: COUNCIL MEMBERS-
ABSENT: COUNCIL MEMBERS-
ABSTAIN: COUNCIL MEMBERS -
___________________________________
SATRA D. ZURITA

CITY CLERK OF THE CITY OF COMPTON

Provided by GovInvest a.k.a. TruComp
100% 97% 90%
Rollforward Date 6/30/2026 75,619,991 73,351,391 68,057,992 6/30/26 UAL Balance* Discounted ADP9/30/2025 71,991,549 69,831,802 64,792,394 Discounted ADP12/31/2025 73,194,443 70,998,609 65,874,998 * As projected in the 6/30/24 valuation 100% 97% 90%
Rollforward Date 6/30/2026 47,094,083 45,681,261 42,384,675 Discounted ADP9/30/2025 44,834,387 43,489,356 40,350,949 Discounted ADP12/31/2025 45,583,517 44,216,012 41,025,165 100% 97% 90%
Rollforward Date 6/30/2026 29,393,307 28,511,508 26,453,976 Discounted ADP9/30/2025 27,982,940 27,143,452 25,184,646 Discounted ADP12/31/2025 28,450,502 27,596,987 25,605,452 100% 97% 90%
6/30/2026 152,107,381 147,544,160 136,896,643 Discounted ADP9/30/2025 144,808,876 140,464,610 130,327,989 Discounted ADP12/31/2025 147,228,462 142,811,608 132,505,616 Police
Total
6/30/24 Valuation
Misc
Fire

STATE AUDITOR RECOMMENDATION –PRIORITY 3

Compton City CouncilSeptember 2, 2025

Compton City Council
September 2, 2025