Agenda — Cudahy City Council, January 17, 2023 (part 3 of 3)

PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 11 | P AGE
plan is critical to the viability of any plan that will become the working document going forward for 5-10 years as capital projects and future financings are implemented.

Once the baseline financial model is developed, NHA focuses on the identified capital projects, timing, cash flow needs and potential external funding resources. This subset will be incorporated into the model described above to calculate the cash flow impact on the overall City financials. Our modeling is dynamic and will adjust for various assumption changes (budget, project costs, etc.).

In addition, prior to any recommendation on a financial plan, NHA will review historical staff reports, presentations, or other information to help frame ancillary concerns or impacts. Often, as part of this approach, other needs or issues get incorporated into the financial solution. Maximizing the benefits of any funding strategy by solving multiple “issues” is a win-win result.

Credit Rating Process
NHA takes an active role in the credit rating process, leading the due diligence review, and crafting the credit presentation. NHA understands that a portion of the rating criteria is often outside of the City’s control, such as economic indicators and demographics. However, a large element of the rating is controllable, and NHA has a strong record of executing a multi-pronged approach to ensure our clients obtain the highest rating possible. As the graphic below indicates, NHA equips our clients and enables them to tell their story. Our goal in the credit rating process is to ensure that the rating analysts are educated and supported with critical and key information to defend and advocate the City’s position and make positive rating recommendations to their committees.

Underwriter RFP Process
Similar to the credit rating process, NHA takes an active role in the underwriter RFP process. This includes writing the RFP, sending it all or to a hand-selected set of underwriters (there are reasons for both approaches), reviewing and evaluating underwriter proposals, and communicating recommendations to the client. Once NHA receives and reviews the underwriter proposals, we rank the proposals based on an internally developed scoring model that takes objectivity and subjectivity into account. When communicating recommendations to the City, we articulate the reasons behind our decision and allow space for City staff comments and questions. NHA usually takes the lead in this process, but we will adapt if City staff have other preferred approaches to this selection process.

Municipal Market Evaluation
As one of the most active municipal advisors in California for city-related financings, NHA is constantly assessing the capital markets to identify trends or opportunities at the lowest possible cost. NHA has extensive experience with public issuances, both negotiated and competitive, as well as private placements. Our experience includes working with nearly every major underwriting firm, as well as private placement banks.

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 12 | P AGE
NHA utilizes TM3 and EMMA to stay current with the market and maintain a database of bond market data, including all deals that have priced (detailing coupons, yields, take-downs, etc.), general interest rate data like MMD and U.S. Treasury data, and general market supply/demand information. For every public offering, NHA develops a pricing comparable chart and analyzes the proposed underwriter pricing to ensure that our client is receiving the most aggressive pricing (lowest interest rates and yields).

While it is very easy for most advisors to access this data in real time, NHA distinguishes itself from our competitors in a few areas. First, three of our advisors worked on the underwriting side for the majority of their public finance careers. They understand that underwriting is as much of an art than a science, and that the initial strategy is just as important as the math of couponing optimization. Secondly, and because of this
experience, we understand how important the initial strategies are for a successful pricing process and actively insert ourselves on behalf of our clients early in the process – before the typical pre-pricing and pricing calls. While NHA will never stand in the way of the Underwriter (they are experts, in the market daily, and an ally to the City and its team), we do not shy away from asking the tough questions to ensure that all pricing alternatives are being considered – early in the process. Whether our client wants to be part of those discussions or not (or just be briefed by NHA during the process), NHA leans into this part of the process on every project.

We pay very close attention to the ultimate true interest cost in combination with the very important aspect of optionality for early redemption (i.e., the call feature) to both create maximum savings and maximum ability to tailor an aggregate debt payment structure to fit our client's ongoing needs in the future. This is especially important in this market with a preference for 5% coupons and a very volatile economic environment that can potentially drastically undermine revenues, as well as create 'spikes' in expenditure line items. NHA's goal is always to protect the General Fund such that essential services are not disrupted from the levels that the community expects and deserves.

Method of Sale Evaluation for Bond Financings
As the City’s municipal advisor, NHA will evaluate bond sale strategies (competitive vs. negotiated) for each of the City’s financings. Our independent due diligence process places us on the cutting edge as evidenced by our work with the City of Berkeley’s on their 2020 Housing GO Bond that was the first California competitive GO Bond sale in the wake of the COVID-19 pandemic shut down in March 2020.

The Government Finance Officers Association (GFOA) recommends the use of a competitive sale whenever feasible.

Below we discuss some of the key considerations for deciding on a competitive vs negotiated sale and provide insight into our role as municipal advisor for either sale method.

Rating: A strong, AA-category credit rating should have no issue selling bonds via competitive sale. This underscores the importance of strategically implementing any necessary policies and practices ahead of the rating process to maximize the rating on the City’s Bonds. NHA works with our clients to review the adopted policies and practices and recommend updates or additions to optimize the City’s score in this rating sub-category.

Simplicity of the Credit vs Story Bonds: A general rule in the marketsis that complex “story bonds” are best suited for a negotiated sale. Typically, credits that require a detailed explanation benefit from having a dedicated underwriting sales force that comes with a negotiated sale. A straightforward credit is often the ideal candidate for a competitive sale.

Frequency of Issuance: Some of our clients are frequent issuers (e.g., City of San Francisco and City of Berkeley), but most of our clients are smaller cities that do not issue debt as frequently. Typically, the frequency with which Market Intelligence
and Identifyiing
Opportunties
Dynamic
Debt
Profile
Internal
Database
Underwriter
& Investor
Dialogue
Modeling
Capabilties
Constant
Market
Activity

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 13 | P AGE
an issuer goes to market is a
good proxy for the name
recognition that issuer has with
bond investors. However, it is
worth noting that even
frequent issuers utilize a
negotiated method of sale at
times, depending on the type of
bond. Conversely, we would
expect a top-rated issuer with a
strong revenue stream and
vanilla structure to draw
enough attention to make up
for infrequency of previous
issuance. As the saying goes in
bond trading - “Size draws
eyes.”
Market Volatility: During periods of market volatility, the competitive market can slow down, and issuers often delay or transition deals over to a negotiated public offering or a private placement. A negotiated public offering can benefit during times of volatility because the issuer will be able to tap into the underwriting firm’s sales and trading desk to help move the bonds. Competitive desks often go “day to day” when market volatility hits – which can make it difficult to have assurances of obtaining at least three bids on pricing day. This dynamic is hard to predict and the NHA team will continue to assess market volatility up until pricing day.

Competitive Sale
1) Highly Rated Credit (“A” category or
higher)
2) Strong/Known Revenue Stream (GO,
utility, etc.)
3) “Vanilla” Structure
4) Well-Known, Regular Issuer
Negotiated Sale
1) Poor Credit (lower than “A” category)
2) Credit Enhancement is Unavailable or
Not Cost-Effective
3) Complex Structure
4) Market Volatility
5) Remarketing Agent or Dealer is
Required
6) Issuer Desires Underwriting
Participation of Disadvantaged Business
Enterprises or Local Firms
7) Refunding Transaction Dependent on
Market Conditions and/or Other
Structure Considerations
8) Other Factors, in Consultation with its
Municipal Advisor

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 14 | P AGE
E. PROPOSED STAFFING AND PROJECT TEAM
NHA will designate Craig Hill (Managing Principal) as day-to-day point of contact and lead project manager. The NHA team will include Leslie Bloom (Vice President) and Matt DeFilippis (Analyst). Qualifications and professional details are summarized below.

Please note that NHA does not intend to use subcontractors to complete tasks within the City’s Scope of Work unless directed to do so by the City.

NHA’s Assigned Team
Name Craig Hill Leslie Bloom Matt DeFilippis
Title Managing Principal Vice President Analyst
Licenses Series 50 Series 50 Series 50
In Public Finance Since 1989 2007 2021
Joined NHA in Founding Member 2021 2021
Assignment in City’s Projects Project Lead/Manager Analytical Lead Support Level of Commitment High High High
Relevant Expertise
General City finance and
development finance; voterapproved revenue measures
General fund & land-secured
finance, utility finance, credit
analysis, cashflow modeling
General City finance,
pensions, credit analysis,
quantitative analysis
Education BS
UC Davis
BS
University of Arizona
BA
UC Berkeley
Phone
415.785.2025 x2001 x2009 x2011
Craig Hill, Managing Principal, will be leading NHA’s team for the City’s projects, and will be the day-to-day contact for the City. Mr. Hill has more than 31 years of public finance experience in California and manages the firm’s dayto-day operations as well as NHA’s local government finance group and clean energy practice group. Mr. Hill has extensive experience with small local agencies and key experience in voter-approved initiatives, budget and financial projections analysis, and public policy consulting. He is a founding member of NHA, Northcross Hill & Ach and Project Finance Associates. Mr. Hill has worked with public agencies going back to his work for the State of California in the mid-1980s. Mr. Hill holds a B.S. in Managerial Economics and a B.S. in Agricultural Economics, from University of California, Davis. Mr. Hill currently resides in northern Marin County.

Leslie Bloom, Vice President, will be the analytical lead for the City’s projects. Ms. Bloom has 20 years’ experience in accounting and financial analysis with 15 years dedicated to public finance. Prior to joining NHA Advisors in February 2021, Ms. Bloom worked in Public Finance Debt Investment Banking. Ms. Bloom has completed over 250 senior managed and private placement financings totaling more than $3.5 billion, working with a wide variety of public agencies throughout California. Ms. Bloom’s financing experience includes general fund lease, tax allocation, land secured, enterprise revenue, sales tax revenue, special tax revenue, general obligation, pension obligation, and short-term notes. She brings a strong background in cashflow modeling, pricing analysis and structuring, given her work in investment banking. Leslie is currently a Board Member for Women in Public Finance – San Diego Chapter and is active with California Society of Municipal Analysts. Ms. Bloom received her B.S. in both Accounting and Finance from the University of Arizona. Ms. Bloom currently resides in northern San Diego County.

Matt DeFilippis, Analyst, will provide project management and analytical support to both Mr. Hill and Ms. Bloom.

Mr. DeFilippis began working in public finance in 2021 when he joined NHA Advisors. Since then, he has provided project management and deal support on a variety of California financings totaling over $450 million in par. Mr.

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 15 | P AGE
DeFilippis’ recent consulting projects have included educational workshops on pension cost management, general fund forecasting, and credit rating analysis. Mr. DeFilippis holds a B.A. in Applied Mathematics, from University of California, Berkeley. He currently resides in northern San Mateo County.

F. OTHER INFORMATION TO INCLUDE
• Details regarding education, experience, and applicable professional credentials of NHA’s assigned team can be found in the table and biographies in Section E (Proposed Staffing and Project Team). • The identity of key personnel proposed, such as the person’s name, current location, proposed position, current assignment, level of commitment, and length of employment at NHA can be found in the table and biographies in Section E (Proposed Staffing and Project Team). • NHA assures the City that the key personnel proposed in Section E (Proposed Staffing and Project Team) will be available for the duration of the scope of services. NHA acknowledges that no person designated as key personnel shall be removed or replaced without prior written notification to the City. • NHA assembles each project team based on the specific project needs, assigning our advisory staff based on each member’s strengths and expertise to ensure that the City receives our signature highest standard of service.

G. INSURANCE
NHA’s insurance coverage matches or exceeds the
requirements set forth in the City’s RFP. A summary
of NHA’s insurance coverage is in the table to the
right. A copy of NHA’s current insurance certificate
can be found in Appendix F of this proposal.

NHA Advisors’ Insurance Coverage
Coverage Type Amount
(Per Occurrence / Aggregate)
Commercial General Liability $2,000,000 / $4,000,000
Automobile Liability $1,000,000 / $1,000,000
Worker’s Compensation $1,000,000
Professional Liability $1,000,000 / $2,000,000

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 16 | P AGE
H. FEE
Task 1: Hourly, On Call Financial Consulting and Municipal Advisory Services For on call financial consulting, NHA will be compensated based upon the hourly rate schedule provided in the table to the right. NHA will invoice the City on a monthly basis for time and approved expenses incurred during the course of the Project.

In addition to on-call consulting, NHA believes that in order to provide non-biased objective advice, delivering funding strategies must not be biased by compensation to the
advisor. NHA believes that the objective, research-based work required to develop financing plans should be
compensated on a non-contingent fee. Any hourly work will be subject to the rate structure shown in the table to the right.

Task 2: Debt Issuance
Once a financing strategy is selected, NHA would transition into the implementation of the financing plan. This work and related fee would be structured on a contingent basis (paid from bond proceeds at the time of closing).

For potential bond financing(s), the contingent
fixed fee would depend on the financing
structure, complexity, method of sale of the
financing, the extent of NHA’s tasking and,
generally, how much time it will take to
complete the financing. All project related
expenses will be invoiced at cost (and typically
paid from proceeds of the financing). Based on
the method of sale, NHA will receive a fee for
services provided in the adjacent table.

Prior to the start of any debt issuance, NHA and the City would discuss and agree upon the anticipated fee for the project. The timeline required to complete each project and related scope of services will be dependent on the type of financing and the project specifications.

I. COMPENSATION PLAN
NHA acknowledges and understands the City’s compensation plan.

Staff Allocation Hourly Rate
Principal $325
Director / Senior Vice President $300
Vice President $275
Assist. Vice President $250
Associate $225
Senior Analyst $200
Analyst $175
Administrative $ 75
Typical Budget for Advisory Services
(For Bond Projects)
Project Type Fee Range
Tax and Revenue Anticipation Notes $17,500 - $25,000
Certificates of Participation $42,500 - $67,500
Tax Allocation Bonds $47,500 - $87,500
Revenue Bonds $47,500 - $72,500
Assessment Districts $37,500 - $72,500
Community Facilities Districts $47,500 - $72,500

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC 17 | P AGE
J. QUALITY CONTROL
NHA’s municipal advisory department is comprised of three principals (each with over 30 years of experience in public finance), three vice presidents and quantitative support staff. Our entire municipal advisor team maintains their Series 50 and good standing with the MSRB and SEC. NHA assembles each project team based on the specific project needs, which reflects the commitment our firm makes to the City as each project is defined. As additional consulting and financing projects arise, NHA assigns our advisory staff based on each member’s strengths and expertise to ensure that the City receives our signature highest standard of service. It is worth emphasizing that since 2014, NHA has tripled our staff to keep up with demand for our extension-of-staff service. NHA’s defined practice groups provide the critical expertise necessary to develop solutions for each of the City’s challenges.

In addition to matching the advisory staff’s strengths to a project’s specific needs, NHA maintains a quality control process prior to the delivery of all work product. All work is reviewed internally from both a quantitative and narrative perspective, prior to providing a recommendation or analysis.

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX A: NHA ADVISORS SUMMARY SHEET

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APPENDIX B

MUNICIPAL FINANCIAL ADVISORY SERVICES RFP

SUMMARY SHEET
Firm Name:____________________________________________________________ Firm Parent or Ownership: ________________________________________________ Firm Address: __________________________________________________________ ______________________________________________________________________ Firm Telephone Number: _____________________ Fax Number: _________________ Firm Email Address: _____________________________________________________ Firm Website: __________________________________________________________ Number of years in existence: _____________________
Management Contact (person authorized to sign an agreement for the firm; and ultimately responsible for services required for this Request for Proposal:

Name: _____________________________________ Title: ______________________ Telephone Number: __________________________ Fax: ______________________ Email: ________________________________________________________________ Types of series provided by your firm: _______________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX B: ACCEPTANCE OF CITY’S PROFESSIONAL SERVICES AGREEMENT AND

PROPOSAL FOR MODIFICATION OF TERMS

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APPENDIX C

MUNICIPAL FINANCIAL ADVIROSY SERVICES RFP
CERTIFICATION OF FIRM’S ACCEPTANCE OF CITY OF
CUDAHY’S PROFESSIONAL SERVICES AGREEMENTAND
PROPOSAL FOR MODIFICATION OF TERMS (if any)
By signing this form below, the firm certifies that the attached Agreement in Appendix B is acceptable to the firm and will be signed upon selection of the firm to perform consulting services for the City of Cudahy, except for request for modification of the agreement (if any), as specifically described below (or listing modifications by number that refer to attached sheets if necessary).

Name and Signature of Firm’s Management Representative authorized to sign an agreement:

Name Title
Signature Date
Firm Name:

November 29, 2022

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX C: FALSE CLAIMS FORM

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CITY OF CUDAHY

CITY HALL
5220 SANTA ANA STREET
CUDAHY, CALIFORNIA 90201

FALSE CLAIMS/

FALSE CLAIMS ACT CERTIFICATION
(MUNICIPAL FINANCIAL ADVISORY SERVICES RFP)
Proposer shall provide either the certification requested below or the information requested on the next page. Failure to certify or provide the requested information may result in a determination that the Proposer is non-responsive and City may reject the proposal on this basis. Failure to fully and accurately provide the requested certification or information may result in a determination that the Proposer is not responsible and City may reject the proposal on this basis as well. “False Claims Act”, as used herein, is defined as either or both the Federal False Claims Act, 31 U.S.C. Sections 3729 et seq., and the California False Claims Act, Government Code Sections 12650 et seq.

FALSE CLAIMS ACT CERTIFICATION
If the Proposer has no False Claims Act violations as described above, complete the following:

I, , am the ______________________________
(Print name of person responsible for submitting proposal) (Title with proposing entity) of________________________________________________(hereinafter, “Proposer”). (Print Name of Proposing Entity)
In submitting a proposal to the City of Cudahy, I, hereby certify that neither Proposer nor any person who is an officer of, in a managing position with, or has an ownership interest in Proposer has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act as defined above.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this day of at ______________________________
(month and year) (city and state)
By
(Signature of Person Responsible for Submitting Proposal on behalf of Proposer)

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FALSE CLAIMS ACT VIOLATIONS INFORMATION
(1) Date of Determination of Violation: _ _____
______________________________________________________________________ (2) Identity of tribunal or court and case name or number, if any: _________________ ______________________________________________________________________ (3) Government Contract or project involved: ________________________________ ______________________________________________________________________ (4) Government agency involved: _________________________________________ ______________________________________________________________________ (5) Amount of fine imposed: ______________________________________________ (6) Exculpatory Information: _______________________________________________ ______________________________________________________________________ ______________________________________________________________________

DECLARATION
I, , the _____
(Print name of person responsible for submitting proposal) (Title with proposing entity) of ________________________________________________(hereinafter, “Proposer”) (Print Name of Proposing Entity)
I declare under penalty of perjury that the above information is true and correct.

Executed this day of at ______________________________
(month and year) (city and state)
by ___________________________________________________________________ (Signature of Person Responsible for Submitting Proposal on behalf of Proposer)

END OF DOCUMENT

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX D: CIVIL LITIGATION HISTORY

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CITY OF CUDAHY

CITY HALL
5220 SANTA ANA STREET
CUDAHY, CALIFORNIA 90201

CIVIL LITIGATION HISTORY/

CIVIL LITIGATION CERTIFICATION
(MUNICIPAL FINANCIAL ADVISORY SERVICES RFP)
Proposer shall provide either the certification requested below or information requested on the next page. Failure to provide such certification or information may result in a determination that the Proposer is nonresponsive. Failure to fully and accurately provide the requested certification or information may result in a determination that the Proposer is not responsible. For the five (5) years preceding the date of submittal of this Proposal, identify any civil litigation arising out of the performance of a procurement contract within the State of California in which any of the following was a named plaintiff or defendant in a lawsuit brought by or against the entity soliciting Proposals: the Proposer submitting the instant Proposal, including any person who is an officer of, or in a managing position with, or has an ownership interest in the entity submitting the Proposal. Do not include litigation which is limited solely to enforcement of mechanics' liens or stop notices. Provide on the following page labeled “Civil Litigation History Information:” (i) the name and court case identification number of each case, (ii) the jurisdiction in which it was filed, and (iii) the outcome of the litigation, e.g., whether the case is pending, a judgment was entered, a settlement was reached, or the case was dismissed.

CIVIL LITIGATION CERTIFICATION
If the Proposer has no civil litigation history to report as described above, complete the following:

I, , am the ______________________________
(Print name of person responsible for submitting Proposal) (Title with Proposing Entity) of _______________________________________________(hereinafter, “Proposer”). (Print Name of Proposing Entity)
In submitting a Proposal to the City of Cudahy for Municipal Financial Advisory Services, I, hereby certify that neither Proposer nor any person who is an officer of, in a managing position with, or has an ownership interest in Proposer has been involved in civil litigation as described, above.

I declare under penalty of perjury that the foregoing is true and correct.

Executed this day of at
(month and year) (city and state)
by
(Signature of Person Responsible for Submitting Proposal on behalf of Proposer)

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CIVIL LITIGATION HISTORY INFORMATION
(1) Name of Case: _____________________________________________________ ______________________________________________________________________ (2) Court case identification number: _______________________________________ (3) Jurisdiction in which case was filed: _____________________________________ (4) Outcome of the case: ________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (5) Name of Case: _____________________________________________________ ______________________________________________________________________ (6) Court case identification number: _______________________________________ (7) Jurisdiction in which case was filed: _____________________________________ (8) Outcome of the case: ________________________________________________ ______________________________________________________________________ ______________________________________________________________________

DECLARATION
I, ____, the
(Print name of person responsible for submitting Proposal) (Title with Proposing Entity) of (hereinafter, “Proposer”)
(Print Name of Proposing Entity)
I declare under penalty of perjury that the above information is true and correct.

END OF DOCUMENT

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX E: NHA’S CALIFORNIA STATE FILING INFORMATION

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Secretary of State
Statement of Information
(Limited Liability Company)
LLC-12
IMPORTANT — This form can be filed online at
bizfile.sos.ca.gov.

Read instructions before completing this form.

Filing Fee - $20.00
Copy Fees - First page $1.00; each attachment page $0.50; Certification Fee - $5.00 plus copy fees This Space For Office Use Only

1. Limited Liability Company Name (Enter the exact name of the LLC. If you registered in California using an alternate name, see instructions.)

2. 12-Digit Secretary of State Entity Number 3. State, Foreign Country or Place of Organization (only if formed outside of California)

4. Business Addresses
a. Street Address of Principal Office - Do not list a P.O. Box City (no abbreviations) State Zip Code b. Mailing Address of LLC, if different than item 4a City (no abbreviations) State Zip Code c. Street Address of California Office, if Item 4a is not in California Do not list a P.O. Box
City (no abbreviations) State
CA
Zip Code

5. Manager(s) or Member(s) If no managers have been appointed or elected, provide the name and address of each member. At least one name and address must be listed. If the manager/member is an individual, complete Items 5a and 5c (leave Item 5b blank).

If the manager/member is an additional managers/members, enter the names(s) and address(es) on Form LLC-12A.
a. First Name, if an individual - Do not complete Item 5b Middle Name Last Name Suffix b. Entity Name - Do not complete Item 5a
c. Address City (no abbreviations) State Zip Code
LLC-12 (REV 12/2021) 2021 California Secretary of State bizfile.sos.ca.gov 22-A72577 FILED
In the office of the Secretary of State
of the State of California
FEB 01, 2022 NHA ADVISORS, LLC201136110287 CALIFORNIA 4040 Civic Center Drive, Suite 200 San Rafael CA 94903 4040 Civic Center Drive, Suite 200 San Rafael CA 94903 4040 Civic Center Drive, Suite 200 San Rafael 94903 Craig Hill 4040 Civic Center Drive, Suite 200 San Rafael CA 94903 Page 1 of 2

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6. Service of Process (Must provide either Individual OR Corporation.) INDIVIDUAL – Complete Items 6a and 6b only. Must include agent’s full name and California street address. a. California Agent's First Name (if agent is not a corporation) Middle Name Last Name Suffix b. Street Address (if agent is not a corporation) - Do not enter a P.O. Box
City (no abbreviations) State
CA
Zip Code
CORPORATION – Complete Item 6c only. Only include the name of the registered agent Corporation. c. California Registered Corporate Agent’s Name (if agent is a corporation) – Do not complete Item 6a or 6b

7. Type of Business
Describe the type of business or services of the Limited Liability Company

8. Chief Executive Officer, if elected or appointed
a. First Name Middle Name Last Name Suffix
b. Address City (no abbreviations) State Zip Code

9. Labor Judgment
Does a Manager or Member have an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code? Yes No

10. By signing, I affirm under penalty of perjury that the information herein is true and correct and that I am authorized by California law to sign.
_____________________ ____________________________________________________________ ________________________ __________________________________ Date Type or Print Name Title Signature
LLC-12 (REV 12/2021) 2021 California Secretary of State bizfile.sos.ca.gov
Craig Hill 4040 Civic Center Drive, Suite 200 San Rafael 94903 Consultants to public entities ✔ 02/01/2022 Chris Donohue Bookkeeper Page 2 of 2

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX F: NHA ADVISORS INSURANCE CERTIFICATE

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CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
05/31/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME: K T L Business Insurance Services, Inc.

KEVIN LEVINE
K T L BUSINESS INSURANCE SERVICES, INC.
322 8TH STREET SUITE # 101
DEL MAR CA 92014
PHONE
(A/C, No, Ext): (858) 350-0555 FAX(A/C, No): (858) 350-0556 E-MAIL
ADDRESS: [email protected]
INSURER(S) AFFORDING COVERAGE NAIC #
Agency Lic#: CA # 0D86601 INSURER A : Valley Forge Insurance Company 20508

INSURED

NHA ADVISORS, LLC
4040 CIVIC CENTER DR STE 200
SAN RAFAEL CA 94903
INSURER B : Hartford Casualty Insurance Company 29424
INSURER C : Underwriters at Lloyd's, London 15642
INSURER D:

INSURER E :

COVERAGES CERTIFICATE NUMBER: 92516
INSURER F :

REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDLINSD
SUBR

WVD POLICY NUMBER

POLICY EFF
(MM/DD/YYYY)

POLICY EXP
(MM/DD/YYYY) LIMITS
A X COMMERCIAL GENERAL LIABILITY 6025083654 01/23/22 01/23/23 EACH OCCURRENCE $ 2,000,000

CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurence) $ 300,000
MED. EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY
PROJECT LOC PRODUCTS - COMP/OP AGG $ 4,000,000
OTHER: $
A
AUTOMOBILE LIABILITY 6025083654 01/23/22 01/23/23 COMBINED SINGLE LIMIT (Ea accident) 1,000,000
ANY AUTO BODILY INJURY (Per person) $
$

ALL OWNED
AUTOS

SCHEDULED
AUTOS BODILY INJURY (Per accident) $

X HIRED AUTOS X

NON-OWNED
AUTOS

PROPERTY DAMAGE
(per accident) $
$
UMBRELLA LIAB OCCUR EACH OCCURRENCE $
CLAIMS-MADE AGGREGATE $
DED

EXCESS LIAB
RETENTION $ $
B

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY
72WECAA9ESI 11/08/21 11/08/22 X
PER

STATUTE
OTHER
Y / N
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N / A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $ 1,000,000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE-POLICY LIMIT $ 1,000,000 C PROFESSIONAL LIABILITY MPL437400021 02/06/22 02/06/23 AGGREGATE $2,000,000 EACH CLAIM $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER NAMED AS ADDITIONAL INSURED WITH RESPECTS TO GENERAL LIABILITY AS PER ATTACHED ENDORSEMENT AND POLICY FORM. 10-DAY NOTICE OF CANCELLATION GIVEN FOR NON-PAYMENT OF PREMIUM.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
Attention: Kevin Levine
ACORD 25 (2014/01)
The ACORD name and logo are registered marks of ACORD
© 1988-2014 ACORD CORPORATION. All rights reserved.

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX G: NHA STAFF RESUMES

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Craig Hill, Managing Principal
Mr. Hill has been a public finance professional since 1989 and is a founding partner of NHA Advisors, LLC. His clients include California cities, special districts, counties, K-12 school districts and former redevelopment agencies throughout the State. In addition to providing traditional financial advisory expertise on public finance, Mr.

Hill’s expertise includes advising on public policies related to financial matters, appropriate reserve levels and capital finance requirements. His understanding of local government and the operational components (public safety, water, sewer, marinas, airports, golf courses and other enterprise funds) provides a professional basis to assist public agencies in developing sound financial planning practices.

Mr. Hill’s technical experience includes advising on the issuance of water and sewer revenue bonds, general obligation bonds, tax allocation bonds, certificates of participation, tax and revenue anticipation notes, land-secured improvement bonds, and bond anticipation notes. In addition to traditional projects, Mr. Hill is also active in energy efficiency and renewable energy project financing including power purchase agreements.

Mr. Hill regularly speaks on public finance, renewable and energy efficiency project finance and public policy matters to professional associations including the League of California Cities, the California Society of Municipal Finance Officers, California Debt and Investment Advisory Commission, Municipal Management Association of Northern California (MMANC), the Milken Institute and Carbon War Room.

Prior to founding NHA Advisors, Mr. Hill began his public finance career as a financial analyst for the Sacramento Municipal Utility District (SMUD) to evaluate the financial and economic feasibility of the Rancho Seco Nuclear Power Plant Plan.

In addition to working for the SMUD, Mr. Hill worked for the State of California (Office of Energy Assessments) to develop financing programs for statewide facility upgrades mandated by the governor. Since joining the private practice, he managed the financial services group of Jones Hall Hill & White, a premier bond counsel firm in San Francisco. Mr. Hill began his own municipal advisory practice with Mark Northcross in 1996 after working for Kelling, Northcross & Nobriga.

In addition to working as a municipal advisor, Mr. Hill serves as a board member for the HdL Companies and has served as a member of the Novato Park & Recreation Commission, Novato Investment Committee, and Novato Budget Committee. He has also served on the board of directors for the Novato Youth Soccer Association and as President of the Novato Lacrosse Club. He is enjoying the fruits of his parental labor with four kids in college and playing competitive lacrosse at the highest level.

Public Finance
Professional Since:
1989
Expertise
• Cities and Special
Districts
• Renewable & Energy
Efficiency Financing
• Utility Expert –
Water, Wastewater,
Refuse
• Educational
Presentations, Public
Speaking
• Public Finance and
Policy Leadership
• Voter-Approved
Financing
Education
• B.S. Managerial
Economics
• B.S. Agricultural
Economics
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Staff Resumes – NHA Advisors, LLC

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Eric Scriven, Principal
Since 1990, Mr. Scriven has developed a generalist background and common-sense approach to solving problems and “going the extra mile” to serve his municipal and special district clients. He provides a high level of due diligence, always developing the widest array of strategic options, using his skills (and his fiduciary ethos towards his clients) to be their agent and energetic advocate during negotiations with other parties, and an efficient and effective project manager when called upon to act in a municipal advisory or investment banking (at prior firms) role.

Mr. Scriven has developed an expertise in lease, utility revenue, land secured and pension restructuring transactions. His assignments have ranged from large, AAA metropolitan city credits to non-rated, “story bond” financings in remote locations.

As banker and advisor, he has successfully structured and closed, variable rate notes, interest rate swaps and caps, forward closing bonds, anticipation notes, transactions with extraordinary redemption flexibility, as well as many long-term fixed rate bonds. Mr. Scriven draws upon his years as an investment banker to advise his clients on how they may best match their goals and objectives with feasible solutions that will be accepted by underwriters and investors. Additionally, he uses this detailed experience to assist his clients during the bond sale process to be an active participant to help secure optimal results.

Between virtual visits to city halls and time spent in the office, Mr. Scriven actively seeks out outdoor adventures. Kings Canyon, Colorado’s Crested Buttes, Half Dome, Glacier NP, the Mt. Shasta summit and the Grand Canyon—and always the Pacific Ocean—are recent and very memorable destinations!
Mr. Scriven earned his MBA from the Haas School of Busines and his B.S. in Finance and Urban Land Economics from UC Berkeley. He holds Series 50 (Registered Municipal Advisor) and Series 54 (Municipal Principal) licenses.

Public Finance
Professional Since:
1990
Expertise
• Cities and Special
Districts
• Utility Expert - Water,
Wastewater, Refuse,
Land-Secured
• Expert on
Educational
Presentations, Public
Speaking
Education
• B.S. Urban Land
Economics and
Finance
• MBA, Haas School of
Business
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
• Series 54 License
Staff Resumes – NHA Advisors, LLC

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Mark Northcross, Principal
During a California public finance career that spans back to 1981, Mr. Northcross has structured debt for nearly every kind of issuer and nearly every kind of revenue source legally available in the State.

Mr. Northcross is a leader in California in negotiating both public-private partnerships for both land secured debt and redevelopment. He has negotiated public-private partnerships (P3) for the successful development of major mixed-use projects throughout the State. Since the early-1990s, Mr. Northcross has negotiated the restructuring and workout of nearly $250 million in either defaulted or highly stressed municipal bond issues. He is also a leader in negotiating joint ventures between different public agencies – with notable success in putting together bond funded risk sharing programs for cities, counties, and school districts in California.

In the mid 1980’s Mr. Northcross structured four financings to fund nearly $100 million in reserves for new JPA’s formed to provided liability insurance for California cities, counties and school districts.

A leader in climate change adaptation, Mr. Northcross works with Resilient by Design, the Bay Conservation and Development Commission, the Mayor of Sacramento, The Resources Legacy Fund, the North Richmond Living Levee Project and the Yuba Water Agency on climate change adaptation projects. Mr. Northcross serves as financial advisor to the Town of Paradise for their wildfire recovery program. He also prepared an article on financing recovery from wildfires at the invitation of the Federal Reserve Bank of San Francisco.

Mr. Northcross is also a specialist in special revenue financings, having structured bond issues secured by all types of municipal utility debt, as well as utility users tax, gas tax and State rebates. He has structured about 90 sewer and water revenue bond issues for over 30 sewer districts, water districts and cities since 1983, including private placements with commercial banks.

When not working on solutions to tough problems for his clients, Mr. Northcross serves on a variety of non-profit corporation boards. He is also a proud recipient of the Norman Bright trophy in the annual Dipsea Race, the oldest cross country foot race in the nation. Mr. Northcross is also the Treasurer of the West Point Inn Association, a non-profit that runs a 118-year-old hike-in hotel in the parklands of Mt. Tamalpais.

Public Finance
Professional Since:
1981
Expertise
• Development/LandSecured Financing
• Climate change
finance
• Monetization of
avoided costs
• Self-insurance
funding
• Utility Revenue
Bonds
• P3
Education
• B.A. Social Sciences
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Staff Resumes – NHA Advisors, LLC

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Rob Schmidt, Vice President
Mr. Schmidt is a founding member of NHA Advisors, LLC. He has served as a municipal advisor and consultant to cities, special districts, school districts, and counties on hundreds of financial transactions and consulting assignments. His clients have come in all shapes and sizes, ranging from small rural farming communities to the largest cities and counties in the California.

Mr. Schmidt’s experience spans a variety of financing structures, including general fund lease obligations, utility revenue bonds (water, wastewater, etc.), general obligation bonds, short-term notes (TRANs, BANs, etc.), special tax and assessment bonds, tax allocation bonds, sales tax revenue bonds, and pension obligation bonds. His experience also includes state and federal loan and tax credit programs.

Mr. Schmidt has established himself as a subject matter expert in continuing disclosure compliance and leads NHA Advisors’ Continuing Disclosure Compliance Group, which provides SEC and CDIAC reporting and compliance services.

While Mr. Schmidt’s financial and analytical acumen serves as a key benefit to his clients, he believes the most important attribute of any advisor is integrity, which drives Mr. Schmidt to serve his clients to the utmost of his ability. His willingness to listen and learn allows him to gain a full understanding of a client’s objectives and needs, creating an opportunity to develop a wide spectrum of funding options and deliver a successful solution.

As a trusted confidant to each of his clients, Mr. Schmidt provides impartial, financially sound, and creative solutions to meet their long-term objectives and ensure integrity and accountability throughout the financial process.

Prior to beginning his career as a municipal advisor, Mr. Schmidt served as a Senior Associate and Northern California manager for a public finance consulting firm, for which he formed and administered dozens of public financing districts throughout California.

In his spare time, Mr. Schmidt enjoys spending time with his wife and three kids, expanding his knowledge on topics ranging from personal finance to global economics, coaching youth sports, and participating in a wide range of his own competitive and recreational sports.

Mr. Schmidt earned a B.A. in Economics and a Specialization in Computing from the University of California, Los Angeles.

Public Finance
Professional Since:
2004
Expertise
• Cities & Successor
Agencies
• General Fund
Financing
• Utility Financing
• Land-Secured Debt
• Continuing
Disclosure
• Renewable Energy &
Energy Efficiency
Financings
• Financial Modeling
Education
• B.A. Economics
• Specialization in
Computing
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Staff Resumes – NHA Advisors, LLC

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Mike Meyer, Vice President
Since 2003, Mr. Meyer has been providing a high level of support to California municipalities as an advisor, consultant, and an investment banker. He manages NHA’s San Diego office and the firm’s Pension and Fiscal Sustainability Group.

Mr. Meyer has executed all types of financings available to California municipalities, including pension obligation bonds, utility revenue (water/wastewater/storm drain), general fund backed leases, tax increment, general obligation, transportation, land secured, housing and sales tax transactions.

As the firm’s resident pension expert, Mr. Meyer also manages NHA’s Pension and Fiscal Sustainability Group, which has advised over 85 California local agencies on topics ranging from basic CalPERS education, to UAL cost management strategies (Section 115 Trusts, Additional Discretionary Payments, etc.), to UAL restructuring projects. In 2015, he led the firm’s efforts to pioneer some of the first UAL “smoothing” transactions, which were executed as privately placed lease revenue bonds given that POBs were not feasible at that time. During the re-emergence of the POB market, Mr. Meyer worked on over $2.0 billion of pension bond transactions for cities, utilities districts and fire districts. This experience includes all types of UAL financing structures: both privately placed debt as well as publicly offered, validated and non-validated POBs, as well as alternative structured like lease revenue bonds and utility revenue bonds.

Mr. Meyer has worked on several unique financing programs in his career including the 2004 Vehicle License Fee (VLF) pooled financing (>100 different city participants), 2009 Beverly Hills OPEB Buyout, 2016 Berkeley Parking Revenue Bonds for a new downtown garage, transportation revenue secured financings (gas tax and local sales tax return) for Oxnard and Lancaster, and lease bonds to fund CalPERS UAL in the cities of Torrance, Ukiah, West Covina, Lakeport and Arcata.

Prior to NHA Advisors, Mr. Meyer served as a Principal with Eric Scriven (NHA partner) at p2 Capital Advisors (2012 to 2014), providing independent consulting and advisory work to numerous California public agencies. Prior to that, he served as a Vice President at De La Rosa Investment Bankers.

From 2013 to 2017, Mr. Meyer also helped coach the Division I UC Davis Men’s Tennis team and obtain the program’s first national ranking and NCAA tournament berth. Mr. Meyer enjoys being active and in nature, spending his free time backpacking, hiking, surfing, playing sports and is a dedicated practitioner of yoga and meditation.

Public Finance
Professional Since:
2003
Expertise
• General Fund
Financing
• Pension Obligations
• Utility Financing
• Redevelopment
Financing and Tax
Increment Modeling
• Project Management
• Financial Modeling
• Credit Analysis and
Presentations
Education
• B.S. Management
Science
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Staff Resumes – NHA Advisors, LLC

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Public Finance
Professional Since:
2007
Expertise
• General Fund
Financing
• Utility Financing
• Redevelopment
Financing
• Land-secured Debt
• Pension Obligations
• Project Management
• Financial Modeling
• Credit Analysis and
Presentations
Education
• B.S. Accounting and
Finance
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Leslie Bloom, Vice President
Since 2007, Ms. Bloom has provided municipal advisory and investment banking services for public agencies throughout California. Prior to joining NHA Advisors, Ms. Bloom worked in Public Finance Debt Investment Banking, most recently with Raymond James. In an investment banking role, Ms. Bloom completed over 250 senior managed and private placement financings totaling more than $3.5 billion par, working with a wide variety of public agencies throughout the State. Ms.

Bloom’s experience includes general fund lease, utility (water and wastewater), tax allocation, land secured, sales tax, general obligation, pension obligation, and short-term notes.

Ms. Bloom is active with Women in Public Finance and is currently a Board Member for the San Diego Chapter of Women in Public Finance. Ms. Bloom is also active with CSMFO, the National Federation of Municipal Analysts and California Society of Municipal Analysts.

Ms. Bloom received her BS in both Accounting and Finance from the University of Arizona.

Staff Resumes – NHA Advisors, LLC

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Christian Sprunger, Asst. Vice President
Mr. Sprunger’s role in NHA Advisors’ analytical and research department is to provide support to California cities and special districts in a variety of ways. His work has covered a variety of assignments, including: cashflow and market analysis for refinancing projects, demographic research and credit presentation preparation, CalPERS and pension analysis, and proposal writing. He has assisted on over 100 financings for California agencies, representing over $2.2 billion in par.

Examples of Mr. Sprunger’s recent experience include competitive general fund and general obligation bond financings for the cities of Hermosa Beach, Carmel, Gilroy, Berkeley, Campbell and San Francisco; negotiated utility financings for the cities of Willits, Santa Paula, Morgan Hill, and Martinez; tax and revenue anticipation notes for the Cities of Berkeley and El Cerrito; pension obligation bonds for the City of Grass Valley and the North County Fire Protection District.

In 2020, Mr. Sprunger assisted the Tahoe Douglas Visitors Authority to issue hotel tax and tax increment secured new money revenue bonds to finance a $100M events center on the Nevada side of Lake Tahoe. Mr. Sprunger assisted with developing a robust line-item detail, 30-year cashflow projection model to allow the team to stress test multiple structuring options and determine an optimal structure. Because this primarily hotel tax secured financing was issued during COVID-19, it also featured an innovative Revenue Stabilization Fund that functioned as a secondary reserve fund for bond investors. These bonds were sold in November 2020 and were heavily subscribed (over 7 times) by investors.

Prior to making a career switch into public finance in 2016, Mr. Sprunger was an R&D microbiologist at a veterinary pharmaceutical company and taught microbiology laboratory techniques as adjunct faculty at Biola University for several years.

Public Finance
Professional Since:
2016
Expertise
• Cities & Successor
Agencies
• General Fund
Financing
• Utility Financing
• Budgeting and
Cashflow Analysis
• Demographic
Research and Credit
Presentations
• Pension Analysis
• Market Research and
Refinancing Analysis
Education
• M.S. Finance
• B.S. Biological
Sciences (Biola
University)
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Staff Resumes – NHA Advisors, LLC

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Roy Kim, Associate
Since joining the firm in 2018, Mr. Kim has committed to providing the highest level of support to California public agencies as a municipal advisor and consultant. He works closely with the firm’s Pension and Fiscal Sustainability Group and also has assisted on all major types of financings available to California municipalities, representing over $2 billion in par. Mr. Kim has worked with municipalities and special districts serving communities of all sizes across the state.

Mr. Kim recently was a member of the team assisting Yuba County Water Agency and Three Rivers Levee Improvements Authority’s efforts to successfully execute a multi-stakeholder work-out related to CFDs in the Plumas Lake region. Prior to the work-out, existing levee impact fees and Mello-Roos CFD special taxes were considered burdensome for homeowners in the CFDs and an obstacle for future development. Mr. Kim worked with Mark Northcross, Principal and the financing team to evaluate a wide range of funding options and spearhead efforts to coordinate with developers, in addition to educating staff on a complex and ultimately successful process.

As part of NHA’s Pension and Fiscal Sustainability Group which has advised over 85 California local agencies, Mr. Kim has worked on nearly all of the firm’s recent engagements to assist clients with CalPERS education, unfunded liability cost management strategies and UAL restructuring projects. As the nuances of managing CalPERS-related costs differ for each agency, Mr. Kim and the NHA team have prepared tailored educational materials for numerous councils, boards, commissions, staff and community stakeholders over the course of the past several years.

With the re-emergence of the pension obligation bond market in recent years, Mr.

Kim has provided support on over $1 billion of unfunded liability restructuring transactions for cities and special districts. This experience includes all types of UAL financing structures: both privately placed debt as well as publicly offered, validated and non-validated POBs, as well as alternative structures including lease revenue bonds, utility revenue bonds and pension tax override secured bonds.

Mr. Kim has also enjoyed working with clients on fiscal sustainability initiatives, including budgetary forecasting & cost management strategies, in addition to new project financings.

Public Finance
Professional Since:
2018
Expertise
• Fiscal Sustainability
• Pension Obligations
• General Fund
Financing
• Utility Financing
• Budgeting and
Cashflow Analysis
• Financial Modeling
• Credit Analysis and
Research
Education
• M.S. Finance
• B.A. Global Studies
(UC Santa Barbara)
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Staff Resumes – NHA Advisors, LLC

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Public Finance
Professional Since:
2021
Expertise
• Utility Financing
• General Fund
Financing
• Pension Obligations
• Project Management
• Financial Modeling
• Credit Research and
Presentations
Education
• B.A. Applied
Mathematics
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Matt DeFilippis, Analyst
Since joining NHA in 2021, Mr. DeFilippis has provided quantitative, research, and management support to his colleagues so that NHA can best serve California cities and special districts. His work has covered a variety of assignments, including coverage analysis for utility financings, refinancing discovery and analysis, CalPERS pension liability analysis and modeling, and more. Mr. DeFilippis has assisted on a number of financings for California agencies, totaling over $450 million in par.

Over the past several months, Mr. DeFilippis has provided support for NHA’s Pension and Fiscal Sustainability Group. Most recently, he has worked on unfunded accrued liability (“UAL”) restructuring transactions for Hanford, Sonoma County Fire District, and San Miguel Consolidated Fire Protection District, totaling a combined $71.9 million in par.

While not assisting the Pension and Fiscal Sustainability Group, Mr. DeFilippis provides support for a variety of the firm’s other projects, such as recently managing a $32.9 million wastewater revenue refinancing for the City of Turlock, drafting credit presentations, and writing proposals.

Mr. DeFilippis received his B.A. in Applied Mathematics from the University of California, Berkeley.

In his spare time, Mr. DeFilippis enjoys exploring the outdoors, both on foot and on bike. Some of his favorite trips include backpacking Southern Oregon/Northern California, climbing Mount Shasta, and watching the sunrise from Half Dome.

Staff Resumes – NHA Advisors, LLC

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Public Finance
Professional Since:
2022
Expertise
• Financial Modeling
• Credit Research and
Presentations
• Utility Financing
• General Fund
Financing
Education
• B.B.A. Finance
Licenses & Registrations
• Registered with the
SEC and MSRB
• Series 50 License
Adrian Gonzalez, Analyst
Mr. Gonzalez provides research, modeling, and project management support to his colleagues so that NHA can best serve its clients. Since joining NHA in Spring 2022, Mr. Gonzalez has assisted on several bond financings for both utility and general fund credits, as well as a variety of consulting projects.

Recently, Mr. Gonzalez provided project support on the City of Martinez Financing Authority 2022 Lease Revenue Bonds, which closed in early November 2022. This financing allowed the City of Martinez to purchase a parcel of undeveloped land to retain its use as open space and parkland for the benefit of the community. The Lease Revenue Bonds were based on a parcel tax passed by the City in its June 2022 election.

While not assisting on bond financings, Mr. Gonzalez provides support to NHA through developing financial models, drafting responses to RFPs, and researching.

Mr. Gonzalez received his B.B.A. in Finance from the University of Texas, El Paso.

In his spare time, Mr. Gonzalez enjoys playing strategy-intensive tabletop games, writing poetry, playing and composing music, and playing recreational sports.

Staff Resumes – NHA Advisors, LLC

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC APPENDIX H: REQUIRED DISCLOSURES

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Registration
All NHA municipal advisors are registered with the Municipal Securities Rulemaking Board (“MSRB”) and Securities Exchange Commission (“SEC”) and maintain the Series 50. NHA’s good standing with the MSRB can be found on the MSRB website: http://msrb.org/MARegistrants.aspx. Additionally, copies of NHA’s most recent form MA and each most recent form MA-I filed with the SEC may be accessed electronically here:
https://www.sec.gov/edgar/searchedgar/companysearch.html.

No Business Relationships with Broker-Dealers or Fee Splitting Arrangements NHA has no affiliation, ownership or relationship with any broker-dealer. NHA abides by all the new rules for Independent Registered Municipal Advisors, which includes not allowing for finder’s fees, fee splitting, payments to consultants, or other contractual arrangements that present either a real or perceived conflict of interest.

Further, NHA certifies that the firm will not participate in any activities that directly pertain to the underwriting or purchasing of any financing debt or bonds issued by the City or its affiliates, while contracted for services as a Municipal Advisor by the City.

Fiduciary Duty
NHA Advisors, LLC (“NHA”) is registered as a Municipal Advisor with the U. S. Securities and Exchange Commission (“SEC”) and Municipal Securities Rulemaking Board (“MSRB”). As such, NHA has a fiduciary duty to the City and must provide both a Duty of Care and a Duty of Loyalty that entail the following.

Duty of Care:
a) exercise due care in performing its municipal advisory activities; b) possess the degree of knowledge and expertise needed to provide the City with informed advice; c) make a reasonable inquiry as to the facts that are relevant to the City’s determination as to whether to proceed with a course of action or that form the basis for any advice provided to the City; and d) undertake a reasonable investigation to determine that NHA is not forming any recommendation on materially inaccurate or incomplete information; NHA must have a reasonable basis for:
i. any advice provided to or on behalf of the City;
ii. any representations made in a certificate that it signs that will be reasonably foreseeably relied upon by the City, any other party involved in the municipal securities transaction or municipal financial product, or investors in the City securities; and iii. any information provided to the City or other parties involved in the municipal securities transaction in connection with the preparation of an official statement.

Duty of Loyalty:

NHA must deal honestly and with the utmost good faith with the City and act in the City’s best interests without regard to the financial or other interests of NHA. NHA will eliminate or provide full and fair disclosure (included herein) to the City about each material conflict of interest (as applicable). NHA will not engage in municipal advisory activities with the City as a municipal entity, if it cannot manage or mitigate its conflicts in a manner that will permit it to act in the City’s best interest.

Conflicts of Interest and Other Matters Requiring Disclosures As of the commencement date of the Project, there are no actual or potential material conflicts of interest, other than those noted below, that NHA is aware of that might impair its ability to render unbiased and competent

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC advice or to fulfill its fiduciary duty. If NHA becomes aware of any material potential conflict of interest that arises after this disclosure, NHA will disclose the detailed information in writing to the City in a timely manner.

The following are potential conflicts of interest to be considered. • NHA represents that in connection with the issuance of municipal securities, NHA may receive compensation from the City for services rendered, which compensation is contingent upon the successful closing of a transaction and/or is based on the size of a transaction. Consistent with the requirements of MSRB Rule G-42, NHA hereby discloses that such contingent and/or transactional compensation may present a potential conflict of interest regarding NHA’ ability to provide unbiased advice to enter into such transaction. This potential conflict of interest will not impair NHA’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City. • NHA’ fees under this Project are based on hourly fees of NHA’ personnel, with the aggregate amount equaling the number of hours worked by such personnel times an agreed-upon hourly billing rate. This form of compensation presents a potential conflict of interest because it could create an incentive for NHA to recommend alternatives that would result in more hours worked. This conflict of interest will not impair NHA’ ability to render unbiased and competent advice or to fulfill its fiduciary duty to the City. • The fee paid to NHA increases the cost of investment to the City. The increased cost occurs from compensating NHA for municipal advisory services provided. • NHA serves a wide variety of other clients that may, from time to time, have interests that could have a direct or indirect impact on the interests of another NHA client. For example, NHA serves as municipal advisor to other municipal advisory clients and, in such cases, owes a regulatory duty to such other clients just as it does to the City. These other clients may, from time to time and depending on the specific circumstances, have competing interests. In acting in the interests of its various clients, NHA could potentially face a conflict of interest arising from these competing client interests. NHA fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith with the City.
• Gerald Craig Hill, the Managing Principal of NHA Advisors is currently serving as an outside director for the HdL Companies based in Diamond Bar, CA. HdL Companies is a software and professional services consulting company providing revenue data and collections information to local governments, potentially including NHA Advisors’ clients. HdL Companies have affiliates including, but not limited to, HdL Coren & Cone. From time to time, NHA Advisors utilizes the services of HdL Coren & Cone for its clients. NHA Advisors is mindful of this conflict of interest and fulfills its regulatory duty and mitigates such conflicts through dealing honestly and with the utmost good faith when this situation arises. • NHA does not have any affiliate that provides any advice, service, or product to or on behalf of the City that is directly or indirectly related to the municipal advisory activities to be performed by NHA. • NHA has not made any payments directly or indirectly to obtain or retain NHA’ municipal advisory business.
• NHA has not received any payments from third parties to enlist NHA’ recommendation to the City of its services, any municipal securities transaction, or any municipal finance product. • NHA has not engaged in any fee-splitting arrangements involving NHA and any provider of investments or services to the City.
• NHA does not have any legal or disciplinary event that is material to the City’s evaluation of the municipal advisory or the integrity of its management or advisory personnel. • NHA does not act as principal in any of the transaction(s) related to this Project. • During the term of the municipal advisory relationship, this disclosure will be promptly amended or supplemented to reflect any material changes in or additions to the terms or information within this disclosure and the revised writing will be promptly delivered to the City.

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PROPOSAL TO PROVIDE MUNICIPAL FINANCIAL ADVISORY SERVICES - NHA ADVISORS, LLC Pursuant to MSRB Rule G-10, on Investor and Municipal Advisory Client Education and Protection, Municipal Advisors are required to provide certain written information to their municipal entity and obligated person clients which include the following:
• NHA is currently registered as a Municipal Advisor with the SEC and the MSRB. • Within the MSRB website at www.msrb.org, City may obtain the Municipal Advisory client brochure that is posted on the MSRB website. The brochure describes the protections that may be provided by the MSRB Rules along with how to file a complaint with financial regulatory authorities.

Legal Events and Disciplinary History
NHA does not have any legal events and disciplinary history on its Form MA and Form MA-I, which includes information about any criminal actions, regulatory actions, investigations, terminations, judgments, liens, civil judicial actions, customer complaints, arbitrations and civil litigation. The City may electronically access NHA’ most recent Form MA and each most recent Form MA-I filed with the Commission at the following website:
www.sec.gov/edgar/searchedgar/companysearch.html
There have been no material changes to a legal or disciplinary event disclosure on any Form MA or Form MA-I filed with the SEC.

Recommendations
If NHA makes a recommendation of a municipal securities transaction or municipal financial product or if the review of a recommendation of another party is requested in writing by the City and is within the scope of the engagement, NHA will determine, based on the information obtained through reasonable diligence of NHA whether a municipal securities transaction or municipal financial product is suitable for the City. In addition, NHA will inform the City of:
• the evaluation of the material risks, potential benefits, structure, and other characteristics of the recommendation;
• the basis upon which NHA reasonably believes that the recommended municipal securities transaction or municipal financial product is, or is not, suitable for the City; and • whether NHA has investigated or considered other reasonably feasible alternatives to the recommendation that might also or alternatively serve the City objectives.

If the City elects a course of action that is independent of or contrary to the advice provided by NHA, NHA is not required on that basis to disengage from the City.

Record Retention
Effective July 1, 2014, pursuant to the SEC record retention regulations, NHA is required to maintain in writing, all communication and created documents between NHA and the City for five (5) years.

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21 EXHIBIT “C”

COMPENSATION RATE

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I. COMPENSATION PLAN
NHA acknowledges and understands the City’s compensation plan.

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“Serving The People "Sirviendo A La Comunidad"
Staff Report
01/17/2023 Page 1 of 2

STAFF REPORT
Date: January 17, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: From: Alfonso Noyola, City Manager/Executive Director By: Joshua Calhoun, Finance Director
Subject: Approval of Professional Services Agreement and Proposed Resolution for City Council Chambers Procurement and Installation Services for Audio/Visual Systems

RECOMMENDATION
City Council is requested to:

1. Award a Professional Services Agreement (PSA) to Sunset Audio Visual to conduct Procurement and Installation Services for City Council Chambers Audio/Visual Systems for $66,774.15; and

2. Adopt Resolution No. 23-03, appropriating seventy-five thousand dollars ($75,000.00) to fund the City Council Chamber Audio Visual Upgrades Project.

BACKGROUND

1. On November 10, 2022, the City issued an RFP for City Council Chambers – Procurement and Installation Services for Audio/Visual Systems.

2. On December 5, 2022, the proposal due date closed, and two firms submitted a proposal.

3. On December 15, 2022, Sunset Audio Visual was notified that it was the top ranked proposal and would be recommended to Council for contract approval.

ANALYSIS
In order to provide modern audio and visual system that is capable of providing hybrid City Council meeting streaming for added accessibility and ease for the public, the City recommends the Council to approve and agreement with Sunset Audio Visual to conduct these services.

Item Number
16D

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“Serving The People "Sirviendo A La Comunidad"
Staff Report
01/17/2023 Page 2 of 2

The City received two (2) proposals during the RFP phase. The two submittal summaries are below:

Firm Name Proposal Cost
Eidem AV Technology $110,449.99
Sunset Audio Visual $66,774.15
Due to its extensive experience, expertise, and cost, the City deemed Sunset Audio Visual to be the experienced, responsive, and responsible bidder. If approved, Sunset’s project scope would be as follows:

Audio Visual Upgrades
Provide audio, visual and control system equipment procurement and installation for the intent of conducting City Council meetings in a hybrid streaming capacity.

CONCLUSION
The City recommends awarding a Professional Services Agreement (PSA) to Sunset Audio Visual to conduct Procurement and Installation Services for City Council Chambers Audio/Visual Systems, in the amount of $66,774.15.

STRATEGIC PLAN CORRELATION
Not applicable.

FINANCIAL IMPACT
The cost to perform this project is estimated to be $75,000.00 with the total costs of the proposed contractor and other as needed equipment costs to be funded by budget appropriation.

ATTACHMENTS
A. Draft Professional Services Agreement by and Between Sunset Audio Visual and the City of Cudahy.

B. Resolution No. 23-03 – A Resolution of the City of Cudahy California, Approving an Appropriation for City Council Chamber Audio Visual Upgrades Project

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1 2022

PROFESSIONAL SERVICES AGREEMENT
(Engagement: City Council Chamber Installation Services for Audio/Visual Systems) (Parties: Sunset Audio Visual and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of __________________ 2022 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and Sunset Audio Visual, (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires installation services for City Council Chamber Audio/Visual Systems; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Cudahy City Council at its Regular Meeting of ___, 2022 under Agenda Item No. _____.

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

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term commencing from the Effective Date through completion of installation services (hereinafter, the “Term”). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.

1.2 SCOPE OF SERVICES:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled “Request for Proposal Translation Services” (hereinafter, “CITY RFP”) and the written proposal of CONSULTANT entitled “City Council Chambers – Procurement and Installation Services for Audio/Visual Systems” (hereinafter, the “CONSULTANT Proposal”). The CITY RFP and the CONSULTANT Proposal are attached and incorporated Attachment A Page 377 of 473
2 hereto as Exhibit “A” and “B” respectively. The term “Scope of Work” shall be a collective reference to the CITY RFP and the CONSULTANT Proposal. The capitalized term “Work” shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT Proposal, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.”

1.3 PROSECUTION OF WORK:

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

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

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

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

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

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

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

B. CONSULTANT shall perform no Work under this Agreement without a written request from the City Representative, containing the information set forth in Section 1.3(A) above;
C. CONSULTANT shall perform the Work continuously and with due diligence so as to complete the Work by the completion date indicated in each Work Order. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents;

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3 D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.4 COMPENSATION: CONSULTANT shall perform the Work in accordance with the “Cost Proposal/Fee Schedule” which is attached and incorporated hereto as Exhibit “C” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Work contemplated under this Agreement, will not exceed the aggregate budgeted sum of sixty-six thousand seven hundred and seventy four dollars and fifteen cents ($ 66,774.15) (hereinafter, the “Not-to-Exceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City Council.

In the event CONSULTANT’s charges are projected to exceed the Aggregate Notto-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Aggregate Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.5 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice.

Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

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4 1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVE: The CITY hereby designates Alfonso Noyola, City Manager (hereinafter, the “CITY Representative”) to act as its representative for the performance of this Agreement. The CITY Representative or their designee will act on behalf of the CITY for all purposes under this Agreement.

CONSULTANT will not accept directions or orders from any person other than the CITY Representative or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates INSERT CONSULTANT REPRESENTATIVE to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”).

CONSULTANT Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement.

CONSULTANT Representative or HIS/HER designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by CITY Representative or his or her designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT will perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services

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5 within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative.

C. CONSULTANT will perform all Work in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection with Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom; E. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the

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6 Work skillfully, competently and to the highest standards of CONSULTANT’s profession.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

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

2.7 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

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7 2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Work.

2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the U.S.

Department of Housing and Urbanization.

2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY.

CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage

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8 (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed

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9 officials, officers, employees, agents or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY.

Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any Work or any of the Work. Upon CITY’s written request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.

3.7 The insurance coverage requirement set forth under this Article 3 are in addition to any coverage requirements set forth under Section IV-M (Insurance Coverages) of the CITY RFP.

3.8 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.

3.9 SPECIAL RISKS OR CIRCUMSTANCES. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

IV.

INDEMNIFICATION

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10 damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein Notwithstanding the foregoing, to the extent CONSULTANT’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT.

CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article, or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity

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11 involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.6 CITY does not, and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.

CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.

CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such

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12 cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT will cure the following Events of Defaults within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.

Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

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13 C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.

No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or

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14 iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this

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15 Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:

INSERT CONSULTANT NAME

INSERT ADDRESS
Attn: CONTACT PERSON
Phone: INSERT PHONE
City of Cudahy
Finance Department
5220 Santa Ana Street
Cudahy, CA 90201
Phone: (323) 773-5143
Attn: Joshua Calhoun
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another, and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains

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16 that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or 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 rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement will be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be

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17 void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section

6.16, above.

6.20 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section

6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and the remaining two original counterparts will be retained by CITY.
(SIGNATURES ON NEXT PAGE)

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18 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF CUDAHY:

By:

Alfonso Noyola, City Manager

Date:_______________________
Sunset Audio Visual
By:

Name:

Title:

Date:_______________________
APPROVED AS TO FORM:

By: _____

City Attorney
Date:____________________________

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19 EXHIBIT “A”

CITY RFP

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REQUEST FOR PROPOSALS

TO PROVIDE
City Council Chambers – Procurement and
Installation Services for Audio/Visual Systems
TO THE

CITY OF CUDAHY

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IMPORTANT DATES
RFP ISSUED November 10, 2022

PRE-BID MEETING

DEADLINE TO SUBMIT QUESTIONS

PROPOSAL DUE DATE
December 1, 2022
December 5, 2022
December 8, 2022
at 3:00 PM
PROPOSALS ARE EVALUATED December 12-14, 2022

NOTIFICATION TO PREFERRED

CONSULTANT
December 19, 2022

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i
Table of Contents
I. INTRODUCTION.................................................................................................. 1 II. BACKGROUND.................................................................................................... 1 III. SCOPE OF WORK............................................................................................... 2 IV. GENERAL INFORMATION .................................................................................. 4 V. TERMS AND CONDITIONS................................................................................. 8 VI. PROPOSAL CONTENT ....................................................................................... 9 VII. EVALUATION PROCEDURES........................................................................... 10 VIII. PROPOSAL SUBMITTAL................................................................................... 12 IX. STAFF CONTACT.............................................................................................. 12 APPENDIX A – Sample Contract .................................................................................. 13

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1 City of Cudahy
5220 Santa Ana, Cudahy, California 90201
(323) 773-5143 Fax (323) 771-2072
November 10, 2022
City Council Chambers - Procurement and Installation for Audio/Visual Systems
I. INTRODUCTION
The City of Cudahy Finance Department is seeking to identify and select a vendor with a proven background record in the design, installation, and support of AV systems. The AV contractor is to design, furnish, install, provide training and technical support for an audio and visual system that is capable of recording and broadcasting live legislative events from the City Council Chambers.

The AV contractor will attend meetings with City employees and City Council members to determine needs, present their design, make modifications as requested and review final designs. Once approved, the AV contractor will acquire all equipment and materials, provide a full mock-up of the systems for demonstration and approval and then install complete working systems.

The AV Contractor shall provide project management to ensure the project is within budget and proposed schedule. The AV Contractor is expected to provide continuous Quality Assurance and Quality Control of design and installation activities.

II. BACKGROUND
Cudahy is located in Southeast Los Angeles County, next to the L.A. River. The City was incorporated on November 10, 1960 and named after its founder, meat-packing baron Michael Cudahy, who purchased the land known as Rancho San Antonio in 1908 for development. Cudahy is 1.1 square miles with a current population of 23,805. The City is a general law city and operates under the council-manager form of government.

The Cudahy City Council meets Tuesday Evenings two (2) times per month (except holidays) to conduct City business. The current Council Chambers was built more than 25 years ago. Much of the existing equipment was installed over 5 years ago with minor updates and maintenance.

The city also holds a variety of other meetings in the Council Chambers including Commission meetings, trainings, and various ceremonies. Therefore, it is important that the room is versatile, and staff can be confident that the equipment can accommodate a multi-use environment.

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2 III. PROJECT DESCRIPTION
The City of Cudahy Finance Department is seeking to identify and select a vendor with a proven background record in the design, installation, and support of AV systems. The AV contractor is to design, furnish, install, provide training and technical support for an audio and visual system that is capable of recording and broadcasting live legislative events from the City Council Chambers.

The AV Contractor shall provide project management to ensure the project is within budget and proposed schedule. The AV Contractor is expected to provide reasonable continuous Quality Assurance and Quality Control of design and installation activities.

Additionally, the project may not be limited to the following scope of work. Prospective bidders are encouraged to make recommendations based on identified needs to ensure successful completion of this project.

Summary Scope of Work
The proposed scope of work serves as a base to this project and does not limit what the final project may be. Prospective bidders are encouraged to make recommendations based on identified needs to ensure successful completion of this project.

Audio System - To install two surface-mounted speakers strategically placed in a ceiling space and a single speaker positioned for the council members. The contractor should provide speakers specially built for clear dialogue translations. • Two (2) BOSE - ArenaMatch - Surface Mounted speakers – White • One (1) BOSE - ArenaMatch - Monitor Surface Mounted Speaker - White • One (1) BOSE - PowerShare Power Amp
• Nine (14) SHURE - Podium Mic w/Mute switch
• Miscellaneous parts & wires to be included
Video System - To remove the existing wall-mounted projector screen and replaced it with a 75" flat screen provided by the City of Cudahy, to be placed on an articulation mount. Implementation of AV switching for multiple sources via HDMI placement.

Strategic placement of Block cameras creates video coverage. Placement of a source Pressure Mat at the podium.

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3 • One (1) STRONG - Wall mount w/articulating arm for 50"-90" displays • One (1) BIAMP - Bi-directional touchpad controller w/RS-232 • Two (2) AVPRO - HDMI TX/RX kit
• One (1) BIAMP - 5 port expansion w/AVB-Dante
• One (1) ARAKNIS - 210 Series switch w/POE-16
• One (1) DATAVIDEO - 1080P IP Camera w/streaming encoder • Four (4) DATAVIDEO - Block Camera w/30x zoom
• One (1) DATAVIDEO - HD Video Switcher
• One (1) USP - Pressure Mat - 24"x30"
• Miscellaneous parts & wires to be included
Control System - To remove and replace a Middle Atlantic equipment rack. To install and program an Operator-Less Camera System and implement the DSP and a Video Switcher.
• One (1) MIDDLE ATLANTIC – Rack
• One (1) BIAMP - Digital Sound Processor server w/Acoustic Echo Cancellation for Zoom meetings
• One (1) BIAMP - Tesira USB Hub for presentation space connectivity • One (1) BIAMP - Tesira Main Connect Point – Dante
• One (1) BIAMP - Tesira 4 channel mic/line expander
• One (1) BIAMP - Apprimo Touch 10 touch panel
• One (1) FURMAN - Power Management
• Miscellaneous parts & wires to be included
Electrical - To provide the necessary power source for the above equipment as needed.

Notes:

1. Brand name only

2. Total price should include shipping, electronic waste recycling fee, and sales tax.

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4 IV. PROPOSAL SCHEDULE
RFP ISSUED November 10, 2022

PRE-BID MEETING

DEADLINE TO SUBMIT QUESTIONS

PROPOSAL DUE DATE
December 1, 2022
December 5, 2022
December 8, 2022
at 3:00 PM
PROPOSALS ARE EVALUATED December 12-14, 2022
NOTIFICATION TO PREFERRED CONSULTANT December 19, 2022
IV. GENERAL INFORMATION
A. Proposal Validity – The Proposer’s pricing shall be valid for a minimum of 90 days.

B. Request for Information – Questions regarding this RFP are for clarification purposes only and are to be directed by e-mail to: Joshua Calhoun, Finance Director, at [email protected]. The deadline to submit questions will be December 5, 2022.

C. Submission Deadline – Proposals must be received, in a sealed envelope with the words “Request for Proposal – City Council Chambers – Procurement and Installation Services for Audio/Visual Systems” clearly labeled along with the name and address of the firm, by the Office of the City Clerk by 3:00 pm on December 8, 2022. The submitted packet shall include three (3) copies of the proposal.

D. Late Submittals – It is strongly recommended that proposals be delivered inperson or via personal courier by or before the submission deadline.

Proposals received after the specified submission deadline will be disqualified and not considered. Proposals postmarked prior to the applicable deadline date but received after the deadline will also be disqualified and not considered. Proposers are responsible to ensure the timely submission of their proposal. Proposals may not be submitted by via facsimile or electronic mail.

E. Withdrawal or Modifications – A proposal may be withdrawn or changed by a written and signed request by the firm prior to the final deadline. If firms do not make this request before the final deadline, the firm shall be obligated to

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5 fulfill the terms of their proposal as submitted. In the event a proposer seeks to withdraw and modify a proposal, the modified proposal must be submitted before the applicable submission deadline.

F. Addenda – In the event that any portion of this RFP is changed, the City will provide addenda via fax or e-mail to all firms who have received an RFP. The signed addenda must be included with the RFP submittal. Submittals received without the applicable addenda may be rejected as incomplete.

G. Responsiveness – All submittals will be reviewed by the City to determine compliance with all requirements and instructions as specified in the RFP.

Firms are notified that failure to comply with any part of the RFP may result in the rejection of the submittal as non-responsive.

The City also reserves the right, at its sole and absolute discretion to waive minor administrative irregularities or errors.

H. Costs – The City will not be liable for any costs incurred by the Proposer in preparing and responding to this RFP. The Proposer shall not include any pre-contractual expenses as part of the proposed cost.

I. Legal Authorization – All forms and documentation included in this RFP must be signed and dated by a person authorized to legally bind the Proposer to a contractual relationship with the City.

J. Conflict of Interest – Proposer is required to issue a brief statement disclosing potentially conflicting interests including:
a. Any litigation involving the Proposer or the Proposer’s personnel which is adverse to the City; and
b. Consulting services currently being provided or provided within the last four years to any person, corporation, partnership, or other entity that made application to the City for a discretionary land use entitlement or City project.

K. Rejection of Submittals – The City reserves the right at its sole discretion to reject any and all submittals received without penalty as result of this RFP. a. A proposal may be immediately rejected if:
i. It contains misrepresentative or misleading information; ii. It is received at any time after the exact date and time set for receipt of proposals;

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6 iii. It does not meet the required specifications or terms and conditions as prescribed;
iv. It is not prepared in the format outlined in this RFP; v. It is signed by an individual not authorized to represent the Proposer; vi. Proposer is involved in outstanding litigation that could impinge on its ability to complete the responsibilities and obligations of the proposal; vii. Any other reason in the City’s sole and absolute discretion.

L. No Guarantee of Contract – No guarantee is made that any contract will be awarded in response to this RFP.

M. Insurance Coverage – If a Proposer is selected, all insurance documentation will be provided to the City prior to the execution of a contract at the expense of the Proposer. All insurance requirements are included as a provision of the contract.

N. Sub-consultants – Proposer shall identify any sub-consultants and describe the responsibilities that will be assigned to them. The same level of references and background information required for Proposers shall be required of sub-consultants.

O. Acceptance of Conditions – Proposer shall include a statement offering the acceptance of all conditions listed in the RFP document (including, but not limited to, all the conditions reflected in the sample Professional Services Agreement) which shall be submitted with the proposal.

P. Public Record – All proposals submitted in response to this RFP will become the property of the City upon submission and a matter of public record pursuant to applicable law. City reserves the right to make copies of all proposals available for inspection and copying by interested members of the public as records of the City and City shall be under no obligation to the Proposer to withhold such records. In so far as a proposal contains information that the Proposer regards as proprietary and confidential, it shall be the responsibility of the Proposer (and not the City) to specifically identify which items of information are proprietary and clearly identify in writing which specific pieces of information are proprietary. It shall be insufficient for the Proposer to merely identify the entire proposal or an entire page or set of pages of proprietary. With respect to information deemed proprietary, the procedures set forth under subsection (T) below shall be observed. Not-to-exceed sums, hourly rates and the like that may be set forth in a proposal shall not constitute proprietary information nor shall any information readily available to the

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7 general public or any other information not regarded as proprietary and confidential under federal or state law.

Q. Right to Request Additional Information – During the evaluation process the City reserves the right, where it may serve the City’s best interest, to request additional information or clarifications from Proposers, or to allow corrections of errors or omissions. At the discretion of the City, firms submitting proposals may be requested to make oral presentations as part of the evaluation process.

R. Additional Services – The Scope of Work describes the minimum baseline level of services required for the services contemplated under this RFP, however, cost-effective proposals that exceed the minimum levels of service are welcome. Upon final selection of the firm, the Scope of Work may be modified and refined during negotiations with the City to account for the performance of services that exceed the baseline level called for under this RFP.

S. Conflict of Interest - By signing the Agreement, the successful Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with the award of the Agreement or any work for the proposed project. For the term of the Agreement, no elected or appointed official, officer or employee of the City, during the term of his/her service with the City and for two (2) years following his/her termination of office or employment with the City, shall have any direct interest in the Agreement, or obtain any present, anticipated or future material benefit arising therefrom.

T. Confidential Information - City reserves the right to make copies of a Proposer’s proposal available for inspection and copying by members of the public, (including proposals which may contain information the Proposer regards as proprietary in nature), unless the City’s legal counsel determines that the information which the Proposer regards as proprietary may be withheld pursuant to applicable provisions of the California Public Records Act (Govt. Code Section 6250 et seq.) or other applicable state or federal law. In the event City proposes to disclose records containing information the Proposer has specifically identified as being proprietary and confidential, City shall notify the Proposer in writing of its intent to release such information and the Proposer shall have five (5) working days after City’s issuance of its notice to give City written notice of Proposer’s objection to the City’s release of proprietary information. City will not release the proprietary information after receipt of the objection notice from the Proposer unless: (i) the objection notice is not received by the City until after the close of business on the 5th day following City’s issuance of the notice of intent to disclose; (iii) ordered to release the

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8 information by a court of competent jurisdiction; or (iii) the Proposer’s objection notice fails to include a fully executed indemnification agreement wherein the Proposer agrees indemnify, defend and hold harmless the City, and its elected and appointed officials, officers, directors, employees and agents from and against all liability, loss, cost or expense (including attorneys’ fees) arising out of any legal action brought to compel the release of records containing the proprietary information which the Proposer wishes to withhold. Again, the Proposer must specifically identify the information it deems proprietary.

V. TERMS AND CONDITIONS
A. Certification
By submitting a proposal, Proposer certifies that it has fully read and understands this RFP and has full knowledge of the nature, scope and scale of services and tasks that are to be performed under this RFP. Proposer also certifies that its proposal was prepared without prior understanding, agreement or connection with any other Proposer submitting a proposal from this RFP, and is in all respects fair and without collusion or fraud, so that all proposals will result from free, open and competitive proposing among all Proposers.

B. Reserving Rights
The City reserves the right to reject any and all proposals received as a result of this RFP. City’s potential award of a contract will not be based on any single factor nor will it be based solely or exclusively on the lowest cost proposal. If a contract is awarded, it will be awarded to the proposer who in the judgment of the City has presented an optimal balance of relevant experience, technical expertise, technological innovation, price, quality of service, work history and other factors which the City may consider relevant and important in determining which proposal is best for the City.

C. Assignment and Guarantee
No assignment by the Proposer of the contract or any part thereof, or of funds to be received hereunder, is binding unless the City has given written consent before such assignment. There is also no guarantee of a minimal amount of work or compensation for any Proposer selected for contract negotiations.

E. Clarification
Should discrepancies or omissions be found in this RFP or should there be a need to clarify this RFP, questions or comments should be emailed to Richard Iglesias, City Clerk, at [email protected]. The City shall not be responsible for, nor be bound by, any oral instructions, interpretations or explanations issued by the City.

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9 F. Discrimination
The Proposer and all subcontractors must not discriminate, nor permit discrimination against any person on the grounds of race, national origin, sex, handicap, sexual orientation, or veteran status in their employment practices, in any of their contractual arrangements, in all services and accommodations they offer the public or in their business operations.

G. Indemnification
Proposer, at its own expense and without exception, shall indemnify, defend and pay all damages, costs, expenses, including attorney fees, and otherwise hold harmless the City, its employees and agents from any liability of any nature or kind in regard to the preparation or presentation of a proposal in response to this RFP.

H. Gratuity Prohibition
Proposer shall not offer any gratuities, favors or anything of monetary value to any official, employee or agent of the City for the purpose of influencing consideration of this proposal.

VI. PROPOSAL CONTENT
A. Cover Letter. The cover letter shall include the name, address, phone number and signature of the person authorized to bind the Proposer to the terms of the proposal.

B. Proposer’s Background. A summary of the Proposer’s background and their area(s) of professional expertise relevant to this RFP.

C. Project Approach/Methodology. A detailed description of the proposed approach/methodology for completing the required components of the Scope of Work. The Proposer shall demonstrate their understanding of the needs of the City and the objectives of the work proposed, as well as their ability to timely complete all the tasks outlined in the Scope of Work.

D. Project Schedule and Schedule Control. A detailed project schedule for each of the main components outlined in the Scope of Work in this RFP, outlining the tasks, activities, deliverables, milestones, and durations of each, including overlaps among the two components. Proposers shall allot sufficient time for review and feedback periods, as well as identify reasonably foreseeable delays that may occur, and factor in additional time as may be appropriate.

E. References. A minimum of three (3) public agency references highlighting similar work as requested in this RFP was performed by the team/personnel proposed for Cudahy. Such references must be for work completed within the

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10 last five (5) years, and include the name, title, and contact information of the public agency officer or employee responsible for overseeing the Proposer’s work.

F. Cost Proposal/ Fee Schedule. A detailed “not-to-exceed” cost proposal for each of the main components outlined on the Scope of Work in this RFP, as well as any specific cost savings. Any proposed payment schedule shall align with the project schedule. In addition, the cost proposal shall include an itemized budget, including all necessary labor costs and expenses (direct or indirect), for each of the components. The cost proposal shall state the current hourly rates of all assigned staff/team members. As well as any known increases to said rate scheduled to occur prior to completion of this project.

G. Validity of Proposal. Responses to this RFP shall be valid for a minimum of ninety (90) days. Proposers shall state the length of time for which the proposal shall remain valid. Submissions not valid for at least ninety (90) days will be considered non-responsive.

CONTRACT IMPLEMENTATION
The contract resulting from this solicitation is tentatively scheduled to be awarded in January 2023. Upon award notification and prior to final contract approval, the successful proposer will be required to submit the following:
• Proof of general liability insurance
• Documentation of all credentials necessary to legally perform the services specified.
• A complete W9 form and, if applicable, non-resident withholding exemption form, if not already on file with the City; and • Proof of a current City of Cudahy tax certificate if the vendor is in, or performs services within, the city limits agreed to by the parties.

The finalized contract will include the scope of work, the terms and conditions, the fee schedule and any negotiated modifications agreed to by the parties.

VII. EVALUATION PROCEDURES

EVALUATION CRITERIA
The following criteria shall be used by the Committee to evaluate proposals:

A. Demonstrated and thorough understanding of the project.

B. Expertise and qualifications of assigned staff, including prior experience in performing similar studies for public sector clients.

C. Overall project design and methodology/approach.

D. Proposed schedule/timeline and projected completion date(s).

E. Total cost and fee schedule.

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11 F. Responsiveness to the requirements of the RFP.

G. Recent references from comparable clients.

The City retains full discretion in determining the applicability and weight of the criteria listed above and is not required to select the lowest cost proposal. During the evaluation process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarification from Proposers, or to allow corrections of error or omissions.

SELECTION OF QUALIFIED PROPOSALS
The City of Cudahy will review the proposals submitted by all proposers. Based on the evaluation criteria, the City of Cudahy will determine which proposal is most advantageous for the award of the contract.

The City of Cudahy may at any time investigate a Proposer’s ability to perform work.

The City of Cudahy may ask for additional information about a company and its work on previous contracts. Proposers may choose not to submit such information in response to the City’s request. However, if failure to submit such information does not clarify the City’s questions concerning the ability to perform, the City may discontinue further consideration of a particular proposal. The City of Cudahy would typically be interested in previous experience in performing similar or comparable work, staffing and personnel turnover, financial statement of resources for current and past periods and other relevant information.

Please be aware that the City of Cudahy may use sources of information not supplied by the Proposer concerning the abilities to perform this work. Such sources may include current or past customers of the organization; current or past suppliers; articles from industry newsletters or other publications or from non-published sources made available to the City of Cudahy.

ORAL PRESENTATIONS OF PROPOSAL SUBMISSION
After selection of best qualified proposers, the Evaluation Committee may determine that oral presentations are required before making a final decision. The City will invite the proposers with the highest evaluation scores to make such presentations.

Discussions will be on an individual basis and closed to third parties and other Proposers.

During the presentation, the City of Cudahy and the Proposer will review in detail all aspects of the City’s requirements and the proposal. During these reviews, the Proposer may offer revisions and the City of Cudahy may accept the revisions in the proposal.

Similarly, the City may ask for revisions, and the Proposer may accept.

If it is necessary to conduct interviews, City of Cudahy will choose the number of proposers to be interviewed and schedule them accordingly.

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12 AWARD
The award may be awarded to the most advantageous proposal based on the evaluation criteria. Alternatively, the top scoring proposals may require the candidate to submit final and best offers.

VIII. PROPOSAL SUBMITTAL
Three (3) hard copies of the proposal shall be presented in an envelope or package.

Hard copies should be bound and include the name of the Proposer and the title “City Council Chambers – Procurement and Installation Services for Audio/Visual Systems.” The envelope of package shall bear the name, address, and telephone number of the individual or entity submitting the proposal and shall be addressed as follows:

Office of the City Clerk
City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Proposals can be hand delivered or mailed to the address listed above. Proposals will not be accepted by fax or e-mail.

The proposal shall be delivered to the above address on or before 3:00 P.M. on December 8, 2022.

X. STAFF CONTACT
For inquiries, please contact Joshua Calhoun at (323) 773-5143 or email at [email protected]
Issued by:

CITY OF CUDAHY
Finance Department
____________________________
Joshua Calhoun
Finance Department

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APPENDIX A

SAMPLE CONTRACT

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PROFESSIONAL SERVICES AGREEMENT
([Replace w/ Name of Consultant - Replace w/ Brief Description of Engagement] ) THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this ___________day of _________________ 20______ (hereinafter, the “Effective Date”), by and between the CITY OF CUDAHY, a municipal corporation (“CITY”) and [____REPLACE WITH NAME OF CONSULTANT____], a [___REPLACE WITH TYPE OF ENTITY, E.G., CORPORATION? PARTNERSHIP? SOLE PROPRIETORSHIP? ETC.____] (hereinafter, “CONSULTANT”). For the purposes of this Agreement CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably.

WHEREAS, CITY wishes to engage CONSULTANT to provide the following specialized services:__________________________; and
WHEREAS, CITY’s in-house personnel is presently unable to perform the specialized services and tasks contemplated under this Agreement; and WHEREAS, CONSULTANT possesses the specialized training, skill, expertise and experience required to perform the services contemplated under this Agreement; and WHEREAS, CONSULTANT agrees to perform the various services and tasks set forth under this Agreement subject to the terms and conditions set forth herein; and NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

ENGAGEMENT TERMS

1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in Exhibit “A” (hereinafter referred to as the “Scope of Services”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in

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the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”

1.2 TERM: This Agreement shall have a term of [___REPLACE TEXT WITH TERM PERIOD: X# of DAYS? MONTHS? YEARS?] commencing from [_REPLACE TEXT WITH START DATE OF TERM: CAN BE EITHER the “EFFECTIVE DATE”? SOME OTHER DATE?]. [OPTIONAL LANGUAGE: Upon the
conclusion of the Term, this Agreement shall renew automatically for a maximum of [_MAXIMUM NUMBER OF EXTENSION TERMS AND MAXIMUM DURATION OF EACH SUCH EXTENSION TERM. EDITOR’S NOTE: IT IS

RECOMMENDED THAT ANY INDIVIDUAL EXTENSION TERM NOT EXCEED

ONE YEAR IN DURATION AND THAT THE TOTAL NUMBER OF EXTENSION

TERMS NOT EXCEED A MAXIMUM OF TWO YEARS BEYOND THE END OF THE INITIAL TERM] …….., unless CITY issues written notice of its intent not to authorize an additional extension term(s). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.

1.3 COMPENSATION:

A. CONSULTANT shall perform the various services and tasks set forth in the Scope of Services in accordance with the compensation schedule which is [_____THIS LANGUAGE MAY VARY DEPENDING ON THE LOCATION OF ANY APPLICABLE COMPENSATION SCHEDULE – SOME SCHEDULES

ARE EMBEDDED IN THE SCOPE OF SERVICES WHILE OTHERS CAN BE

FOUND IN A SEPARATE STAND-ALONE SCHEDULE WHICH SHOULD BE ATTACHED AS AN EXHIBIT TO THE AGREEMENT______] (hereinafter, the “Approved Rate Schedule”).

B. Section 1.3(A) notwithstanding, CONSULTANT’s total compensation during the Term of this Agreement or any extension term shall not exceed the budgeted aggregate sum of [___REPLACE WITH NOT-TO-EXCEED SUM____] (hereinafter, the “Not-to-Exceed Sum”), unless such added expenditure is first approved by the CITY acting in consultation with the Superintendent and the Director of Fiscal Services. In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of the Term or any single extension term, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITY-approved amendment to the compensation terms of this Agreement.

1.4 PAYMENT OF COMPENSATION: Reserved; No text.

1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement.

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CITY shall have the right to access and examine such records, without charge, during normal business hours. CITY shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVES: The CITY hereby designates the Superintendent and [____REPLACE WITH TITLE OF CITY REPRESENTATIVE WHO WILL BE

ENGAGED IN THE DAY-TO-DAY ADMINISTRATION OF THE
CONTRACT_______] (hereinafter, the “CITY Representatives”) to act as its representatives for the performance of this Agreement. The Superintendent shall be the chief CITY Representative. The CITY Representatives or their designee shall act on behalf of the CITY for all purposes under this Agreement.

CONSULTANT shall not accept directions or orders from any person other than the CITY Representatives or their designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates [__INSERT NAME AND TITLE OF PERSON WHO IS CONSULTANT

REPRESENTATIVE FOR PURPOSES OF CONTRACT
ADMINISTRATION________] to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. CONSULTANT Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative shall constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY

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Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:

A. CONSULTANT shall perform all Work skillfully, competently and to the highest standards of CONSULTANT’s profession;
B. CONSULTANT shall perform all Work in a manner reasonably satisfactory to the CITY;
C. CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
F. All of CONSULTANT’s employees and agents (including but not limited subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing and in their sole and absolute discretion.

The Parties acknowledge and agree that CITY’s acceptance of any work

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performed by CONSULTANT or on CONSULTANT’s behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONSULTANT’s profession.

2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Work shall be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.

CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.

2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents,

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contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant shall be promptly removed by CONSULTANT and shall not be re-assigned to perform any of the Work.

2.8 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements.

2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subcontractor, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.

2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor 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 to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain polices of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT shall procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate

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for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT shall procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and shall be endorsed to include contractual liability.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide.

As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All polices of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed

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officials, officers, employees, agents or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.

Accordingly, CONSULTANT warrants, represents and agrees that its shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the CITY if requested. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.

IV.

INDEMNIFICATION

4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except

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such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.6 CITY does not, and shall not, waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

TERMINATION

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5.1 TERMINATION WITHOUT CAUSE: CITY may terminate this Agreement at any time for convenience and without cause by giving CONSULTANT a minimum of five (5) calendar days prior written notice of CITY’s intent to terminate this Agreement. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 7.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement. Prior to the expiration of the 3-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has

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commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period.

The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or
ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced
efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY shall cure any Event of Default asserted by CONSULTANT within forty-five (45) calendar days of CONSULTANT’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of

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Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT shall be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach.

No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or iv. The CITY may exercise any other available and lawful right or remedy.

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CONSULTANT shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically.

This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT shall require all subcontractors and subconslutants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

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6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement.

CONSULTANT shall not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:
[_REPLACE WITH Business Name of
Consultant_]
[_REPLACE WITH Business
Address_]
Attn: [_REPLACE WITH Name/Title of
Consultant’s chief contact ___]
Phone: [_REPLACE WITH Phone
Number_]
Fax: [_REPLACE WITH Fax
Number__]
Email: [_If available, REPLACE WITH
e-mail or simply delete_]
City of Cudahy
[Insert Name of Department/Division]
5220 Santa Ana Street
Cudahy, CA 90201
Attn: [___Title of CITY Contact___]
Phone: [___REPLACE WITH Dept
Phone__]
Fax: [___REPLACE WITH Dept
Fax___]
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.

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6.6 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other contractors in connection with the various projects worked upon by CONSULTANT.

6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

6.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.

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6.13 NO THIRD PARTY BENEFIT: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.

6.19 ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between CITY and CONSULTANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.15, above.

6.20 COUNTERPARTS: .This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section 6.16, above. One fully executed original counterpart shall be delivered to CONSULTANT and the remaining two original counterparts shall be retained by CITY.

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

CITY OF CUDAHY:

By:______________________________
Alfonso Noyola, City Manager
Date:_____________________________

[REPLACE WITH BUSINESS NAME OF
CONSULTANT, E.G., ACME CORP., A
CALIFORNIA CORPORATION ETC.]:

By:______________________________
Name:____________________________
Title:_____________________________
Date:_____________________________
APPROVED AS TO FORM:

By:______________________________

Date:_____________________________

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20 EXHIBIT “B”

CONSULTANT PROPOSAL

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21 EXHIBIT “C”

COMPENSATION RATE

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RESOLUTION NO. 23-03

A RESOLUTION OF THE CITY OF CUDAHY

CALIFORNIA, APPROVING AN APPROPRIATION FOR

CITY COUNCIL CHAMBER AUDIO VISUAL UPGRADES

PROJECT
WHEREAS, the City has an agreement with Sunset Audio Visual to provide procurement and installation services for audio/visual systems for City Council Chambers.

WHEREAS, the City approved Capital Improvement Projects (CIP) for City audio visual upgrades in its Fiscal Year 2023-27 CIP.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cudahy, California, as follows:

SECTION 1. The City Council hereby approves an appropriation of seventy five thousand dollars ($75,000.00) to fund the City Council Chamber Audio Visual Upgrades Project.

SECTION 2. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original Resolutions.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 17th day of January 2023.

Daisy Lomelí
Mayor
ATTEST:

Richard Iglesias, CMC
City Clerk
Attachment B Page 445 of 473
Resolution No. 22-03

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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 23-03 was passed and adopted by the City Council of the City of Cudahy at a regular meeting held on the 17th day of January, 2023 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Seal of the City of Cudahy, this 17th day of January, 2023.
_______________________________________
Richard Iglesias, CMC
City Clerk

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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
01/17/2023 Page 1 of 2

STAFF REPORT
Date: January 17, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Annual Council Member Appointments to Serve on Various Committees

RECOMMENDATION
The City Council is requested to consider appointing a delegate and an alternate member to the various committees.

BACKGROUND
On January 4, 2022, the City Council appointed a delegate and an alternate member to the various committees.

ANALYSIS

Traditionally each year following the City Council reorganization, the Council is requested to review, and discuss who will serve as a delegate and an alternate member to various committees.

Upon review, and discussion the City Council is requested to appoint a delegate and an alternate member to each committee.

CONCLUSION
City Council is recommended to appoint a delegate and an alternate member to the various committees.

STRATEGIC PLAN CORRELATION
Not applicable.

Item Number
16E

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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
01/17/2023 Page 2 of 2

FINANCIAL IMPACT
There is no financial impact.

ATTACHMENTS
A. 2022 Committee Assignments List to various organizations B. 2022 Ad Hoc Committee Assignment List
C. 2023 Committee Assignments List to various organizations and Ad Hoc Committee Assignment List to be filled

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2022 COMMITTEE LIST

Page 1 ends

Committee Description of
Committee
Meeting
Date/Time
Contact Information Stipend Delegate Alternate Form
700
Required
California
Contract Cities
Association
(CCCA)
Meets to discuss
different
municipal services
3rd
Wednesday
of every
month at
7:00 p.m.

Sam Olivito
11027 Downey Ave.

Downey, CA 90241
P: (562) 622-5533
F: (562) 622-9555
None Vice Mayor
Gonzalez
Mayor
Alcantar
No
Gateway Cities
Council of
Governments
Board of
Directors
Discusses and
exchanges ideas
on how to
enhance the cities
and its services
1st
Wednesday
of every
month at
6:00 p.m.

Genny Cisneros
16401 Paramount Blvd., Paramount, CA
90723
P: (562) 663-6850
F: (562) 634-8216
[email protected]
$125 Mayor
Alcantar
Vice
Mayor
Gonzalez
Yes
Gateway Cities
Council of
Governments
I-710 EIS/EIR
Project
Committee
Discusses
transportation
projects and ways
to improve and
better service the
public
Meets
quarterly
Genny Cisneros
16401 Paramount Blvd., Paramount, CA
90723
P: (562) 663-6850
F: (562) 634-8216
[email protected]
$100 Vice Mayor
Gonzalez
Mayor
Alcantar
Yes
Hub Cities
Consortium
Provides a
comprehensive
system of training
placement and
career planning
for a job
3rd Thursday
of every
month at
5:15 p.m.

Marisol Nieto
2677 Zoe Avenue
Huntington Park, CA 90255
P: (323) 586-4700
F: (323) 586-4732
[email protected]
$250 Mayor
Alcantar
Vice
Mayor
Gonzalez
Yes
Committee Description of
Committee
Meeting
Date/Time
Contact Information Stipend Delegate Alternate Form
700
Required
Attachment A Page 449 of 473
2022 COMMITTEE LIST

Page 2 ends

League of
California Cities
The league’s
purpose is to
strengthen and
protect local
control for cities
through
education and
advocacy
1st Thursday
of each
month
Jennifer Quan
P.O. Box 1444, Monrovia, CA 91017
(626)786-5142
[email protected]
None Council
Member
Lomeli
Mayor
Alcantar
No
League of
California Cities
Los Angeles
Division
(City Selection
Committee)
The league’s
purpose is to
strengthen and
protect local
control for cities
through
education and
advocacy
Once a Year Bolaji Samuyiwa
Kenneth Hahn Hall of Administration
500 West Temple Street, Ste. B-50
Los Angeles, CA 90012
(213) 974-1431
None Council
Member
Lomeli
Council
Member
Lozoya
No
Los Angeles
County
Sanitation
District No. 1
Formed to
address issues
related to wastewater and solid
waste
management
2nd
Wednesday
of every
month at
1:30 p.m.

Kim Christensen
1955 Workman Mill Rd.

Whittier, CA 90601
P: (562) 908-4288
[email protected]
$125
Mayor
Lomelí
Yes
Eco Rapid
(Formerly
OLDA)
Formed to pursue
development of a
high speed and
energy efficient
transit system
2nd
Wednesday
of every
month at
6:30 p.m.

Michael Kodama
Executive Director
16401 Paramount Blvd., Paramount, CA
90723
P: (818)468-8593
[email protected]
$100 Vice Mayor
Gonzalez
Mayor
Alcantar
Yes
Greater Los
Angeles County
Vector Control
District
A public health
agency that is
enabled and
empowered to
provide ongoing
mosquito and
vector control for
its residents
2nd Thursday
of every
month at
7:00 p.m.
12545 Florence Ave.

Santa Fe Springs, CA 90650
P: (562) 944-9656
F: (562) 944-7976
Maria Weinbaum, Administrative Assistant
$100 Mayor
Lomelí (two
year term,
December
20, 2022 –
December
17, 2024)
N/A Yes

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2022 COMMITTEE LIST

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Committee Description of
Committee
Meeting
Date/Time
Contact Information Stipend Delegate Alternate Form
700
Required
Southern
California
Association of
Governments
Formed to
undertake a
variety of
planning and
policy initiatives
to encourage a
more sustainable
Southern
California
Once a year Tess Rey-Chaput, CMC
900 Wilshire Blvd., Ste. 1700
Los Angeles, CA 90017
Tel: (213) 236-1908
[email protected]
Yes Council
Member
Lomeli
Mayor
Alcantar
Yes
Los Angeles
County City
Selection
Committee
The purpose of
the Committee is
to appoint city
representatives to
boards,
commissions, and
agencies as
required by law.

As needed Kenneth Hahn Hall of Administration
500 West Temple St. Ste 383 Los Angeles, CA
90012
(213) 974-1431
[email protected]
None Mayor
Alcantar
Council
Member
Lomeli
No
California Cities
for SelfReliance Joint
Powers
Authority
The primary
purpose of the
JPA Authority is to
promote and
protect the
common
economic
interests of its
member cities
3rd
Wednesday
of every
month at
10:00 a.m.

Juan Garza
P.O. Box 790
ATTN: Juan Garza
Bellflower, CA 90707
562-882-7474
[email protected]
Vice Mayor
Jose
Gonzalez
Mayor
Alcantar
Yes

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2022 Committee Assignment List - Appointment of City Council Members to the Following Ad Hoc committees:

1. Delegation Ad Hoc Committee, Waste Hauling Regulation Review Vice Mayor Gonzalez and Mayor Alcantar

2. Economic Development Ad Hoc Committee
Vice Mayor Gonzalez and Mayor Alcantar

3. Public Safety Committee
Mayor Alcantar, Council Member Lomeli, and Dr. Cynthia Gonzalez

4. Delta Ad Hoc Committee
Vice Mayor Gonzalez and Mayor Alcantar

5. Finance Ad Hoc Committee
Vice Mayor Gonzalez and Mayor Alcantar

6. Contracts Review Ad Hoc Committee
Vice Mayor Gonzalez and Mayor Alcantar

7. Commissions Ad Hoc Committee
Mayor Alcantar and Council Member Lomeli

8. Education Ad Hoc Committee
Mayor Alcantar and Council Member Lomeli

9. Public Utilities Ad Hoc Committee
Vice Mayor Gonzalez and Council Member Lomeli

10. Ad Hoc Rent Control Committee
Mayor Alcantar, Vice Mayor Gonzalez, Landlord, Susie De Santiago, Resident, Irma Lopez and Tevina Quintana
Attachment B Page 452 of 473
2023 Committee Assignment List - Appointment of City Council Members to the Following committees:

1. California Contract Cities Association (CCCA)
Delegate - ________________ Alternate - ________________

2. Gateway Cities Council of Governments Board of Directors Delegate - ________________ Alternate - ________________

3. Gateway Cities Council of Governments I-710 EIS/EIR Project Committee Delegate - ________________ Alternate - ________________

4. Hub Cities Consortium
Delegate - ________________ Alternate - ________________

5. League of California Cities
Delegate - ________________ Alternate - ________________

6. League of California Cities Los Angeles Division (City Selection Committee) Delegate - ________________ Alternate - ________________

7. Los Angeles County Sanitation District No. 1
Delegate - Mayor Lomelí____ Alternate - ________________

8. Eco Rapid Transit Committee
Delegate - ________________ Alternate - ________________

9. Southern California Association of Governments
Delegate - ________________ Alternate - ________________

10. Los Angeles County City Selection Committee
Delegate – ________________ Alternate - ________________

12. California Cities For Self-Reliance Joint Powers Authority (JPA) Delegate - ________________ Alternate – ________________ Attachment C Page 453 of 473
2023 Committee Assignment List - Appointment of City Council Members to the Following Ad Hoc committees:

1. Delegation Ad Hoc Committee, Waste Hauling Regulation Review ________________ and ________________

2. Economic Development Ad Hoc Committee
________________ and ________________

3. Public Safety Committee
________________, ________________, and ________________

4. Delta Ad Hoc Committee
________________ and ________________

5. Finance Ad Hoc Committee
________________ and ________________

6. Contracts Review Ad Hoc Committee
________________ and ________________

7. Commissions Ad Hoc Committee
________________ and ________________

8. Education Ad Hoc Committee
________________ and ________________

9. Public Utilities Ad Hoc Committee
________________ and ________________

10. Ad Hoc Rent Control Committee
Mayor Alcantar, Vice Mayor Gonzalez, Landlord, Susie De Santiago, Resident, Irma Lopez and Tevina Quintana

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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
01/17/2023 Page 1 of 2

STAFF REPORT
Date: January 17, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Consideration to Appoint Board Members to the Planning Commission

RECOMMENDATION
The City Council is requested to review applications and appoint commission applicants to the Planning Commission.

BACKGROUND AND ANALYSIS
On May 17, 2022, City Council adopted Ordinance No. 722, amending Chapter 2.36 of Title 2, attached for reference.

In accordance with Ordinance No. 722, each Council Member shall appoint one commissioner to the Planning Commission. The appointed commissioner shall serve concurrently with the Council Member who appointed them.

The Planning Commission serves in an advisory capacity to the City Council on land-use policy planning matters which guide the City's future growth, development, and beautification, including public and private buildings and works, subdivisions, streets, parks and playgrounds, and unimproved real property. This Commission meets on the third Monday of each month at 6:30 p.m.

To qualify to serve on the planning commission, individuals must meet one of the following:
• Cudahy Resident
• City Business Owners
Item Number
16F

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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
01/17/2023 Page 2 of 2

• Employed in the City
• Nonprofit that provides services in the City
City Council Members may appoint commission applicants or choose to bring forward their nominee, and staff can verify after the fact if they meet qualifications.

CONCLUSION
Due to the recent General Municipal Election and newly elected Council Members, the City's Planning Commission has three vacancies. Therefore, Vice Mayor Gonzalez, Councilmember Fuentes, and Councilmember Gonzalez are recommended to appoint Cudahy Residents to serve on the Planning Commission concurrent with their term of office.

STRATEGIC PLAN CORRELATION
Goal F

4. Identify methods to connect with community members, including soliciting input on a regular basis.

7. Foster relationship building among residents.

FINANCIAL IMPACT
There is no fiscal impact in the review and selection of commission appointees.

ATTACHMENT
A. Applications
B. Ordinance No. 722
C. Resolution No. 22-40

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Attachment A Page 457 of 473

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Attachment A Page 460 of 473

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Attachment A Page 463 of 473

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ORDINANCE NO. 722

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF CUDAHY AMENDING CHAPTER 2.36 (PLANNING
COMMISSION) OF TITLE 2 (ADMINISTRATION AND

PERSONNEL) OF THE CUDAHY MUNICIPAL CODE
WHEREAS, on September 7, 1982, the City Council for the City of Cudahy ("City Council") adopted Ordinance No. 290 establishing the Planning Commission in tht: City of Cudahy ("City"); and
WHEREAS, on November 1, 1993, the City Council adopted Ordinance No. 486, amending the organization of the Planning Commission; and WHEREAS, on February 7, 1994, the City Council adopted Ordinance No. 490, further amending the organization of the Planning Commission; and WHEREAS, on June 12, 2022, the City Council adopted Ordinance No. 578, once again amending the organization of the Planning Commission; and WHEREAS, Planning Commissioners provide a valuable service to the City by advising the City Council on numerous planning issues; and WHEREAS, on April 5, 2022, the City Council adopted Ordinance No. 719 amending Chapter 2.32 (City Commissioners) to ensure Commissioner qualifications, appointments, and terms are uniform for all Commissioners; and WHEREAS, the City Council wishes to update the Cudahy Municipal Code to ensure conformity among all commissions in the City, including the Planning Commission.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CUDAHY DOES ORDAIN AS FOLLOWS:

Section 1. The facts set forth in the recitals above are true and correct.

Section 2. Chapter 2.36.010 (Planning Commission) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:
"2.36.010 Planning Commission.
(1) Creation of Commission. There is hereby created and established a planning commission for the city.
(2) Membership. The planning commission shall consist of five members.

Attachment B Page 465 of 473
Ordinance No. 722
(3) Organization. The planning commission shall annually, at its first meeting in May of each calendar year, elect a chairperson and chairperson pro tem from among its members. The chairperson pro tempore may use the title "vice chairman/person" instead of chairperson pro tempore upon informing the commission secretary of that choice. The commission shall appoint a secretary, who need not be a member of the commission.
(4) Powers and Duties. The planning commission shall have all the powers, rights, and duties provided and given to the city planning commission under the laws of the state. In addition to the powers, rights, and duties given by such laws, the commission shall have the following powers, rights, and duties without limitation to the powers given by the laws of the state:
a) To recommend to the council and other officers of the city plans for the regulation of the future growth, development, and beautification of the city, including public and private buildings and works, subdivisions, streets, parks, playgrounds, and unimproved real property;
b) To recommend to the council plans for the future growth and development of the city in order to provide proper and adequate public utilities, sanitation, and other commercial and residential services; c) To recommend to the council for approval or disapproval maps or plats for the division of real property within the city and to approve and recommend the annexation of real property to the city. All maps or plats of real property shall be submitted to the planning commission for approval or disapproval before any recommendation is made to the council thereon; d) To make suggestions and recommendations to the council from time to time concerning the future needs and growth of the city, including the location and development of public and private buildings, structures, and grounds, and to recommend from time to time, upon request, the locations, architectural design, and use of buildings, structures, or works owned or controlled by private parties to be erected or maintained in the city;
e) To recommend to the council or other public officers of the city the location, architectural design, and use of public buildings, structures, and works controlled by the city or other political subdivisions within the city and to recommend the adoption of building restrictions and ordinances or codes restricting the use of property in residential, industrial, commercial and other zones within the city;
f) To consider and make recommendations on any proposed ordinance or resolution referred to the commission by the council and to investigate, suggest, and make recommendations on any matter submitted to the commission by the city manager or council for consideration and

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Ordinance No. 722
recommendation; and
g) Any other powers and authority granted to the planning commission by the laws of the state.
(5) Advisory Members.
a) The Council may, by resolution, appoint advisory members to the planning commission, which members shall be selected from the offi,:;ers, employees, and elected officials of the city.
b) The term of each advisory member shall correspond to the member's term of office or term of employment with the city.
c) Each advisory member so appointed may designate an assistant or deputy to sit on the commission in the absence of the advisory member. d) Advisory members shall advise and consult with the commission and shall perform such other duties as may be prescribed by resolution of the council.
e) Advisory members sitting on the commission shall not be entitled to vote. (6) Appointed planning commissioners must adhere to all requirements and regulations set forth in CMG 2.32."
Section 3. CEQA. This Ordinance is not subject to CEQA under the general rule set forth in Section 15601(b)(3) of the CEQA Guidelines that CEQA only applies to projects which have the potential for causing a significant effect on the environment.

Section 4. Inconsistent Provisions. Any provision of the Cudahy Municipal Code, or appendices thereto, that conflicts with the provisions of this Ordinance, to the extent of such conflict and no further, is hereby repealed or modified to the extent necessary to affect the provisions of this Ordinance.

Section 5. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Ordinance, or any part thereof is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause or phrase thereof, irrespective of the fact that any one or more section, subsection, subdivision, paragraph, sentence, clause or phrase would be subsequently declared invalid or unconstitutional.

Section 6. Construction. This Ordinance is intended to supplement, not to duplicate or contradict, applicable state and federal law and this Ordinance shall be construed in light of that intent. To the extent the provisions of the Cudahy Municipal Code as amended by this Ordinance are substantially the same as the provisions of that Code as it read prior to the adoption of this Ordinance, those amended provisions shall

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Ordinance No. 722
be construed as continuations of the earlier provisions and not as new enactments.

Section 7. Publication and Effective Date. The Mayor shall sign, and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within fifteen (15) days after its adoption.

This Ordinance shall become effective thirty (30) days after adoption.

PASSED, APPROVED and ADOPTED by the City Council of the City of Cudahy this 17th day of May 2022.

ATTEST:

City Clerk
Elizabeth A antar
Mayor

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Ordinance No. 722

STATE OF CALIFORNIA )

CERTIFICATION
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Ordinance No. 722 was introduced for a first reading on the 3 rd day of May 2022 and
approved for a second reading and adopted by said Council at its regular meeting held on the 17th day of May 2022 by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Lomeli, Gonzalez, and Alcantar
None
Lozoya, Guerrero
None

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RESOLUTION NO. 22-40

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA ESTABLISHING THE

OBJECTIVES AND POLICIES FOR THE PLANNING

COMMISSION
WHEREAS, on April 5, 2022, the City of Cudahy ("City") adopted Ordinance No. 719, amending Chapter 2.32 (City Commissioners) of Title 2 (Administration and_ Personnel) of the Cudahy Municipal Code ("Municipal Code"); and WHEREAS, on May 17, 2022, the City adopted Ordinance No. 722 amending Chapter 2.36 (Planning Commission) to coincide with the recently implanted Ordinance No. 719.

NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF CUDAHY, CALIFORNIA, AS FOLLOWS:

SECTION 1. The Recitals set forth above are true and correct and are incorporated into this Resolution by reference.

SECTION 2. The Cudahy City Council hereby repeals all previous resolutions regarding the composure of the Planning Commission and adopts the following City of Cudahy Planning Commission Objectives and Rules:
"CITY OF CUDAHY

PLANNING COMMISSION OBJECTIVES AND POLICIES
I. Purpose
The Cudahy Planning Commission ("Planning Commission'; is established pursuant to Ordinance No. 722.

II. Qualifications
Planning Commissioners shall meet the qualifications set forth for all Commissioners in Chapter 2.32 of the Cudahy Municipal Code.

Ill. Appointment and Removal
Planning Commissioners shall be appointed and removed pursuant to Chapter

2. 32 of the Cudahy Municipal Code.

IV. Organization
The Planning Commission shall elect its chairperson and vice chairperson from among its members for a term of one year and, subject to other provisions of law, may create and fill such other offices within its membership as it may determine Attachment C Page 470 of 473
Resolution No. 22-40
are necessary and convenient. Such officers shall hold their respective positions and status at the pleasure of a majority of the Commission.

The Community Development Director will serve as the staff liaison. The City Clerk's office will serve as the secretary for the Planning Commission.

V. Absences
All Planning Commissioners must abide by the "Absences" section of Chapter 2.32 of the Cudahy Municipal Code.

VI. Vacancies
All Planning Commissioners must abide by the "Vacancy" section of Chapter 2.32 of the Cudahy Municipal Code.

VII. Rules and Regulations
All Planning Commissioners must abide by the "Code of Conduct" section of Chapter 2.32 of the Cudahy Municipal Code.

The Planning Commission may pass resolutions adding rules in addition to Chapter 2. 32 of the Cudahy Municipal Code but cannot remove any requirement from said chapter.

VIII. Meetings
Planning Commission meetings shall be held on the third Monday of each month.

Meetings will start promptly at 6:30 PM.

Minutes for each meeting shall be made available for inspection approximately thirty (30) days after each meeting at the next scheduled meeting.

IX. Youth Appointee
The Planning Commission will have up to two (2) Youth Appointees, appointed by a majority of the Commissioners. The Youth Appointee will not have any voting rights or count towards the quorum. The Youth Appointee will participate in meetings providing feedback and insight to the Planning Commission.

X. Compensation
Members of the Planning Commission shall be paid fifty-five dollars ($55) per regularly scheduled monthly meeting, and the Chairman shall be paid sixty-five dollars ($65) per regularly scheduled monthly meeting." SECTION 3. This Resolution shall take effect immediately upon adoption. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption thereof.
2

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Resolution No. 22-40
PASSED, APPROVED, AND ADOPTED by the City Council of the City of Cudahy at the regular meeting of this 5
th day of July 2022.

Mayor
3

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Resolution No. 22-40

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, City Clerk of the City of Cudahy, hereby certify that the foregoing Resolution No. 22-40 was passed and adopted by the City Council of the City of Cudahy, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 5
th day of July 2022 and that said Resolution was adopted by the following vote, to-wit:

AYES: Guerrero, Lozoya, Lomeli, Gonzalez, and Alcantar
NOES: None
ABSENT: None
ABSTAIN: None
Richard lglesig�
City Clerk
4

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Cudahy City CouncilJanuary 17, 2023

Cudahy City Council
January 17, 2023