Cudahy City Council
March 7, 2023

35 D. Step Advancement
All employees shall be eligible to be advanced through the ten steps in their respective salary schedules.

The City Manager may authorize the advancement of an employee to any of the steps of their allocated salary schedule earlier than would normally be attained if exceptional performance warrants.

The recommendation for such advancement shall normally be initiated by the respective Department Head.

E. Merit Ranges
a) Appointed Officials and Management/Confidential Employees (Non-represented) Appointed City Officials including the City Clerk, City Treasurer and City Manager, as well as nonrepresented Management/Confidential employees who serve in an at-will capacity and are exempt from the classified service, may, subject to the terms and conditions set forth below, be eligible to have their salary increased to a maximum of fifteen percent beyond the regularly assigned top step of their salary range or salary set forth in an existing contract. The City Manager shall have administrative authority to assign, create and maintain the merit range (pay band) to implement the provisions of this Section.

Such increase shall be subject to documentation of the eligible employee’s outstanding performance, based on performance and achievement of previously defined goals. The City Manager shall solely determine placement within the merit range based on the employee’s performance.

Notwithstanding the foregoing, with regard to increases for the City Manager and other Officials appointed by the City Council, the City Council shall determine placement within the merit range based on the employee’s performance, subject to the Appointed Official’s employment agreement, if any.

The continuation of increases pursuant to the provisions of this Section shall not be automatic, and failure to sustain “outstanding performance” shall cause the employee’s pay to revert to the regularly assigned step for his/her classification. An employee who fails to sustain “outstanding performance” shall have their compensation reduced to the “regular range”, in accordance with this section, and at the City Manager’s discretion for Management/Confidential classes, and the City Council’s discretion for Appointed Officials. Salary for Appointed Officials/ Management/Confidential employees who have an employment agreement with the City shall not be modified prior to an amendment to his/her employment agreement unless the agreement permits the increase or decrease to be handled administratively.

The regular salary range shall constitute the regularly defined Steps in the Salary Range (A-J). The “merit range” shall constitute a “pay band” with a minimum rate set one dollar above the maximum of the “regular salary range” and the maximum set at an amount not to exceed fifteen percent beyond the regularly assigned top step of the salary range. The “pay band” shall be added to the Salary Schedule for the assigned non-represented Management/Confidential classifications and Appointed Officials when the increase is recommended by the City Manager or City Council.

In no case shall an employee receive additional merit compensation above the designated “merit range” as defined herein.

Eligibility for additional compensation granted to all employees as part of changes authorized by the City Council shall not be adversely affected by the employee’s status in steps granted beyond the regularly assigned step pursuant to the provisions of this Section. Salaries granted pursuant to this provision shall be reported to PERS as compensation earned.

Notwithstanding the above, provisions of an employment agreement shall supersede and control

36 over any description of salary that may be contained in these personnel rules. b) Miscellaneous Employees (Cudahy Miscellaneous Employees’ Association) As provided in the Cudahy Miscellaneous Employees’ Association MOU, employees may be eligible for merit longevity compensation as continuing incentive to career employees upon achieving the “J” step and completing ten continuous years of service. Employees may be eligible for a 5% stipend above their base pay rate, and after twenty (20) years, the stipend shall increase to a total of 7.5% above the base pay rate. Such payment shall be granted with the approval of the city Manager to employees who continue to “Exceed Standards” as evidenced by the performance rating of such employee, which is defined as a comprehensive rating at or above the middle column of the current reporting form, or the equivalent rating on any revised reporting form. Merit Longevity may be removed by the City Manager when the employee’s performance does not merit such additional compensation. The provisions of this section shall be administered in accordance with the specific language in the Cudahy Miscellaneous Employees’ Association MOU.

F. Salary on Promotion
An employee who is appointed to a position in a class allocated to a higher salary range than the class in which they formerly occupied a position shall receive the nearest higher monthly salary which is at least five percent higher than their previous base salary but in no case shall they be compensated above the top step of the new salary range unless the City Council grants specific approval. Payment in such new salary range shall commence on the effective date indicated on the City personnel action form. The effective date of the promotion shall be the basis of the employee’s new salary advancement eligibility date.

G. Salary on Transfer
After notice to Human Resources, an employee may be transferred by the Department Head at any time from one position to another position in the same or comparable class.

An employee who is transferred from one position to another in the same class or to another position in a class having the same salary range shall be compensated at the same step in the salary range as they previously received. The employee’s salary advancement eligibility date shall remain the same as it was before transfer.

H. Salary Upon Appointment to a Position in an Acting Capacity Whenever the needs of the City require an employee to temporarily perform the duties of a higher classification than that in which the employee is currently employed for a period of more than thirty (30) consecutive working days, the employee shall receive the salary rate of a higher class in which they are performing the required duties. In such cases, the employee shall be paid at an appropriate step of the salary schedule of the higher classification which will assure an increase of not less than 5% greater than the salary of their current position, but in no case shall such salary exceed the top salary step of the higher classification. The higher salary rate payable shall commence on the thirty-first working day following the temporary reassignment to the performance of duties of the higher classification. The requirement for the performance of duties of the higher classification shall be placed in writing by Human Resources following recommendation by the affected Department Head. No employee shall be required to perform any of the duties of a higher classification unless that employee is deemed to possess the minimum qualification of the higher classification by Human Resources as recommended by the affected Department Head.

37 The employee assigned to perform the duties of a higher classification shall not serve for more than ninety (90) working days in a higher classification whenever a vacancy exists (or it is apparent that a vacancy will be present) without the announcement by Human Resources of an approved examination as otherwise provided in these rules and regulations. In no case shall an employee serve more than six (6) months in a higher classification without successfully passing the examination.

A person appointed in an acting capacity shall be eligible to receive merit increases in their permanent position during the acting appointment but shall not be entitled to merit increases in the position which they hold in an acting capacity. If successful in being promoted, the period of time of service in the higher classification shall be credited to the promoted employee toward the required period of probation for the higher classification as otherwise required in these rules.

Human Resources shall obtain the employee’s written consent for the temporary performance of any of the duties of the higher classification beyond a period of thirty (30) working days, prior to an employee assuming or continuing the duties and compensation of a higher classification, which consent shall clearly state that it is understood that a reduction in salary shall be effected to their original salary rate upon the expiration of the need for the performance of the duties of the higher classification. In no instance shall the salary rate of the higher classification extend beyond the six (6) month period as hereinabove set forth, unless otherwise promoted in accordance with these rules and regulations.

I. Salary on Reinstatement
Notwithstanding other provisions of these rules and regulations, a person reinstated (within two years) in A) a position allocated to a class in which they previously held regular status and from which they was separated in good standing or B) a position allocated to a class which is comparable (as determined by the City) to a position in which they previously held regular status and from which they was separated in good standing, may, with the approval of the City Manager and the head of the department in which they would be reinstated, be appointed to the same step of the salary range for the particular class of position as the step which they occupied at the effective date of their resignation. Upon reinstatement, the employee’s salary advancement eligibility date shall be determined as provided in the prior section.

J. Salary on Suspension
An employee who has been suspended without pay from their position shall not receive their salary for the duration of the suspension.

K. Salary on Demotion
The salary of an employee who is demoted to a position in a class allocated to a lower salary range than the class in which they formerly occupied a position shall be determined as follows:
(1) INVOLUNTARY DEMOTION. An employee who is involuntarily demoted to a position in a class allocated to a lower salary range than the class in which they formerly occupied a position shall have their monthly salary reduced to the nearest lower monthly salary rate in the salary range for the class to which they have been demoted. In lieu of a reduction in salary, the City Manager may approve a “Y” rate for the employee. A “Y”rate exists when the employee’s salary is frozen at the present level until such time as subsequent general salary increases catch up or exceed the employee’s salary at the “Y” rate. They shall not be required to serve a probationary period in the lower position unless they have not completed their initial probationary period as required by this section. In such case, they will be required to complete their probationary period in the lower position. The employee shall retain the salary advancement eligibility date they had in the higher position.

38 (2) VOLUNTARY DEMOTION. An employee who is demoted at their own request to a position in a class allocated to a lower salary range than the class in which they formerly occupied a position shall have their monthly salary reduced to the nearest lower monthly salary in the salary range for the class to which they have been demoted. In lieu of a reduction in salary, the City Manager may approve a “Y” rate for the employee. A “Y” rate exists when the employee’s salary is frozen at the present level until such time as subsequent general salary increases catch up or exceed the employee’s salary at the “Y” rate. They shall not be required to serve a probationary period in the lower position unless they have not completed their initial probationary period as required by this section. In such case, they will be required to complete their probationary period in the lower position. The employee shall retain the salary advancement eligibility date they had in the higher position.

L. Changes in Salary Allocation
Whenever a classification is reallocated to a new salary range, the salary of any employee in that classification (except an employee in an acting capacity) shall be determined as follows:
(1) ALLOCATION TO A HIGHER SALARY RANGE. If the class is reallocated to a higher salary range, the employee shall be compensated at the step in the new salary range which is most nearly equivalent to what they were receiving in the range to which the class was previously allocated. With the approval of the City Manager, the employee may be compensated at the same step in the new salary range as they were receiving at the range to which the class was previously allocated. The employee’s salary advancement eligibility date shall not change.
(2) ALLOCATION TO A LOWER RANGE. If the class is reallocated to a lower salary range the salary of the employee shall not change unless it is greater than the maximum step of the lower salary range, in which case, it shall be reduced to the maximum step of the new range. In lieu of a reduction in salary, the City Manager may approve a “Y” rate for the employee. A “Y” rate exists when the employee’s salary is frozen at the present level until such time as subsequent general salary increases catch up or exceed the employee’s salary at the “Y” rate. The employee’s salary advancement eligibility date shall not change.

M. Salary on Position Reclassification
The salary of an employee in a position that is reclassified shall be determined as follows:
(1) CLASS WITH SAME SALARY RANGE. If the position is reclassified to a class with the same salary range as the previous class, and if the incumbent is appointed to the reclassified position, the salary rate and the salary advancement eligibility date of the employee shall not change. This provision shall also apply to the change of class title, provided there is no change in the basic duties of the position. (2) CLASS WITH HIGHER SALARY RANGE. If the position is reclassified to a class with a higher salary range than the previous classification, and if the incumbent is appointed to the reclassified position, they shall be compensated at the step in the new salary range which comes nearest to but not less than five percent higher than the step they held in the previous salary range. The salary of the employee service in an acting capacity shall be reestablished based on the provisions concerning appointments to acting positions.
(3) CLASS WITH LOWER SALARY RANGE. If the position is reclassified to a class with a lower salary range than the previous class, and if the incumbent is appointed to the reclassified position, their salary shall not change unless it is greater than the maximum step of the lower salary range, in which case it shall be reduced to the maximum step of the new range. In lieu of a reduction in salary, the City Manager may approve a “Y” rate for the employee. A “Y” rate exists when the employee’s salary is frozen at the present level until such time as subsequent general salary increases catch up or exceed the

39 employee’s salary at the “Y” rate. The incumbent’s salary anniversary date shall not change. The salary of the employee serving in an acting capacity shall be reestablished based on the provisions concerning appointments to acting positions.

N. Reduction in Salary
An employee who is being paid at a salary step higher than the first step of a salary range may be reduced by one or more steps on the recommendation of the head of the department in which they are employed and with the approval of the City Manager. The effective date of the salary reduction shall be the employee’s new salary advancement eligibility date.

0. Compaction Rule
The top step of the salary range of any Management/Confidential classification shall be a minimum of approximately ten percent above the top step of the closest subordinate classification, with the exception of those Management/Confidential classifications supervising specialized classifications which are highly compensated due to labor market conditions. In the case of highly compensated positions due to labor market conditions, employees may directly supervise a subordinate classification where the maximum salary range exceeds the supervisory class without the minimum of approximately ten percent. Subordinate classification shall be defined as any position classification in which there are employees who are supervised by the Management/Confidential employee.

P. Salaries Above Market Rate- Use of “Y” Rating Method The City Manager has the authority to implement a “Y” rating for employees whose range is found to exceed the market rate based on a salary survey. The employee in this case shall receive no increase in salary unless the maximum salary established by this plan for their classifications exceeds the amount of their "Y" rate.

Q. Trainee Positions
The City Manager has the authority to establish a Trainee class for any class in the system. The salary range for Trainee classes shall be established with a salary range starting fifteen percent (15%) below the first step of the regular position and ending five percent (5%) below the first step of the regular position. Employees who successfully complete the training program and meet the criteria for the higherlevel class, may be reclassified to the higher-level class upon approval by the City Manager.

R. Salary Differentials/ Stipends
The exceptions shall be made to Sections 2 and 3 of this plan as follows:
a. (5%) Salary Differential
After investigation and approval by the City Manager, a 5% Salary Differential shall be assigned to persons found to possess as a regular assignment such additional duties and responsibilities or whose positions entail certain hazards as to warrant additional compensation, which additional salary shall be limited to the following: No current provisions b. (10%) Salary Differential
After investigation and approval by the City Manager, a 10% Salary Differential shall be assigned to persons found to possess as a regular assignment such additional duties and responsibilities or whose positions entail certain hazards as to warrant additional compensation, which additional

40 salary shall be limited to the following: No current provisions c. Bi-lingual Pay

1. Appointed Officials (Non-represented)
The City Clerk, City Treasurer and City Manager shall be entitled to the same compensation as provided to Management/Confidential employees, which shall be provided as a stipend rather than incorporated into base pay, when the positions have been designated as bi-lingual positions.

Notwithstanding the above, provisions of an employment agreement shall supersede and control over any description of benefits/salary that may be contained in these regulations.

2. Management/Confidential Employees (Non-represented)
Management/Confidential employees shall be entitled to the same compensation as provided to Miscellaneous employees, which shall be provided as a stipend rather than incorporated into base pay, when the positions have been designated as bi-lingual positions.

3. Miscellaneous Employees (Cudahy Miscellaneous Employees’ Association) Approved and certified employees shall be compensated with a bilingual pay stipend in the amount of $75.00 per month for oral translation duties, and $125.00 per month for oral and written translations.

The provisions of this section shall be administered in accordance with the specific language in the Cudahy Miscellaneous Employees’ Association MOU. d. Temporary Upgrade – Acting Capacity

1. Miscellaneous Employees (Cudahy Miscellaneous Employees' Association) An employee who has been designated by the City to serve in an acting capacity for thirty (30) consecutive workdays or more shall receive Step A of the pay range for the classification in which the employee is performing active duties, or a stipend of 5% above the base pay, whichever is greater. Service in an acting capacity shall not be used as a basis for, or in support of, a request for reclassification. The City Manager or designee may determine that a position filled pursuant to an acting assignment shall be filled based on a competitive process to afford an equal opportunity for internal/external candidates. e. Temporary Upgrade – Work Out of Class

1. Miscellaneous Employees (Cudahy Miscellaneous Employees' Association) The City may temporarily assign employees to work out of classification. The selection of employees for an out-of-classification assignment shall be at the discretion of the City Manager or designee. A temporary out-of-class stipend of 5% above the employee’s base pay shall be authorized with advance approval by the Department Head, upon consultation and approval from the City Manager or designee when an employee is designated and scheduled to work in an out- of- class assignment. Paid holidays shall be

41 considered as days actually worked. Other forms of authorized leave such as sick leave, emergency leave and vacation shall not be considered as days actually worked.

S. Overtime
The City’s pay policy is intended to comply with the salary pay requirements of current State and Federal laws and shall be construed in accordance with these laws and regulations. Further, the City shall administer the pay practices related to overtime consistent with the City’s personnel rules and the Cudahy Miscellaneous Employees’ Association MOU.

Non-exempt employees shall be paid for hours worked in accordance with all legal requirements.

Over- time is calculated at one and one-half (1 ½) times the employee’s regular base rate of pay for all time worked over 40 hours in one workweek. Hours paid that are not actually worked, such as holidays, sick days, and vacation hours do not count as hours worked when calculating weekly overtime.
a. Miscellaneous Employees – (Cudahy Miscellaneous Employee’s Association)

1. For all workweeks in which there is no designated holiday that falls during the workweek or a day in which the employee is sent home due to an unexpected City closure, or by management due to lack of work or an act of God, the employee shall be eligible for overtime pay (time and one half the employee’s regular rate of pay as that term is used in the Fair Labor Standards Act) for time worked over 40 hours per workweek. In a workweek where there is a designated holiday that falls during the workweek or a day in which the employee is sent home due to an unexpected City closure, or by management due to lack of work or an act of God and is thus unable to work their regularly scheduled shift, and the employee has not taken any time off or leave during that same week (e.g. vacation, sick or other personal leave), the employee shall be eligible for overtime pay (time and one half) for time worked beyond the employee’s scheduled shift(s) during that workweek.

2. When an employee is not regularly scheduled to work on Saturdays and Sundays the employee shall receive overtime pay (time and one-half) for all time worked on those days.

When an employee works on a designated City holiday, the employee shall receive overtime pay (double time) for all time worked on the holiday.

Exempt employees are not entitled to receive overtime pay even though they may have to work hours beyond their normal schedule, as work demands require.

T. Compensatory Time Off
a. Miscellaneous Employees – (Cudahy Miscellaneous Employee’s Association) The City’s pay policy is intended to comply with the salary pay requirements of current State and Federal laws, and shall be construed in accordance with these laws and regulations. Further, the City shall administer the pay practices related to Compensatory Time consistent with the City’s personnel rules and the Cudahy Miscellaneous Employees’ Association MOU.

Compensatory time is an alternative method of overtime payment to non-exempt employees. In lieu of paying a non-exempt employee for overtime worked, employees may be granted compensatory time off at the overtime rate of one and one half (1 ½) for each hour of overtime worked. Employees shall have the option of receiving overtime pay for any overtime worked. Use of earned compensatory time off must be approved in advance by the Department Head or designee. The maximum accrual limit is 120 hours.

42 U. Executive Leave
Management/Confidential employees shall be entitled to take three (3) days (30 hours) of executive leave per fiscal year. The three (3) days (30 hours) may not be carried over to the next fiscal year and their use must have the prior permission of the City Manager. This provision shall be administered in accordance with the City’s Personnel Rules and the Cudahy Miscellaneous Employees’ Association MOU.

V. On Call (Standby) Pay
a. Miscellaneous Employees – (Cudahy Miscellaneous Employee’s Association) An employee who has been instructed by their direct supervisor to stand-by is free to use this time for their own benefit. Employees On-Call (Standby) shall receive two (2) hours of compensatory time for an assigned 24 consecutive hour shift, which will not be counted towards overtime calculations.

The City’s pay policy is intended to comply with the salary pay requirements of current State and Federal laws and shall be construed in accordance with these laws and regulations.

Further, the City shall administer the pay practices related to On-Call (Standby) Pay consistent with the City’s personnel rules and the Cudahy Miscellaneous Employees’ Association MOU.

W. Call Back Pay
a. Miscellaneous Employees – (Cudahy Miscellaneous Employee’s Association) Call back duty occurs when an employee is called back in to work after their regular shift has ended. An employee called back to duty shall be paid a minimum of two (2) hours of compensatory time at a rate equal to time and one-half (1 ½) the regular hourly pay rate, and for actual hours worked at time and one-half the regular hourly pay rate, if hours worked exceeds two (2).

The City’s pay policy is intended to comply with the salary pay requirements of current State and Federal laws and shall be construed in accordance with these laws and regulations.

Further, the City shall administer the pay practices related to Call Back Pay consistent with the City’s personnel rules and the Cudahy Miscellaneous Employees’ Association MOU.

X. Council Authority to Specify Salary
Notwithstanding anything in these rules and regulations to the contrary, the City Council may by resolution, upon recommendation of the City Manager, specify that the incumbent of a particular position shall occupy a step on the salary range for the class either higher or lower than that provided for elsewhere in these rules and regulations.

Y. Additional Compensation
Notwithstanding anything in these rules and regulations to the contrary, when in the judgement of the City Council it becomes necessary or desirable to utilize the service of City employees in capacities other than those for which they are regularly employed, the City Council may, by minute order, so authorize and fix an additional rate of compensation for such employees, and they shall

43 be paid in accordance with the provisions of these rules and regulations.

SECTION 12: Probationary Period and Performance Evaluations A. Probationary Period
All original and promotional appointments shall be tentative and subject to a probationary period of not less than six (6) months. No employee shall be considered to be on permanent status until after satisfactory completion of the probationary period.

The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing the employee’s work, for securing the most effective adjustment of a new employee to their position, and for rejecting any probationary employee whose performance does not meet the required standards of work. A Department Head may recommend, and the City Manager may extend an employee’s probationary period by a maximum of four months in two-month increments.

Probationary employees do not have property or vested rights to their position with the City.

During the probationary period an employee may be rejected at any time by the appointing power without cause and without the right of appeal. Notification of rejection in writing shall be served on the probationer and a copy shall be filed with Human Resources.

If the service of the probationary employee has been satisfactory, then the appointing authority shall file with Human Resources a statement to that effect.

Any employee rejected during the probationary period following a promotional appointment shall be reinstated to the position from which they were promoted unless charges are filed, and they are discharged in the manner provided in these rules for positions in the competitive service.

B. Employee Performance Evaluation
A report of performance of each probationary employee shall be made by respective Department Heads or their designees on a form provided by Human Resources. A performance report for regular employees shall be prepared within thirty days prior to the salary advancement eligibility date. In addition, a report may be prepared at any time at the discretion of the employee’s supervisor.

Each performance evaluation shall be thoroughly discussed with the employee to point out areas of successful performance and areas that need improvement. The employee may comment regarding their work performance, either in a written statement attached to the report or orally. The employee shall sign the performance report to acknowledge that they are aware of its contents and have discussed the report with the evaluator. The employee’s signature does not imply that they fully agree with the contents of the report.

Reports shall be prepared with a copy to the employee, the department’s file, and to Human Resources for retention in the employee’s employment history file.

C. Discretionary Medical Evaluation
With the approval of Human Resources, any employee may be required to be medically or psychologically evaluated by an expert designated by the City at any time, for good cause. The City shall bear the expense of such an evaluation. If such a medical or psychological evaluation report concludes that the employee cannot perform the duties of the employee’s position, the employee may be separated

44 from employment with the City by the department director, with the approval of the appointing power.

A medically evaluated employee shall not return to work without a written authorization from the City’s designated expert.

SECTION 13: Disciplinary and Appeals Procedure
Disciplinary action shall be administered equitably; and to the degree possible, a supervisor should assist the employee in resolving discipline problems through discussion and counseling. The City Manager may review and amend any disciplinary action taken by a Department Head.

A. Basis for Disciplinary Action
The tenure of every City employee shall be based on reasonable standards of personal conduct and job performance. Failure to meet such standards shall be grounds for appropriate disciplinary action, which shall be commensurate with the seriousness of the offense and with due consideration of the employee’s prior performance record. Disciplinary action may be based upon any of the following grounds: failure to properly perform assigned duties; incompetency; inefficiency; neglect of duty reporting to work; being at work under the influence of or in possession of alcohol or nonprescribed controlled substances; unauthorized possession of weapons on City property; disability resulting from other than work—related cause; intemperance; insubordination; unexcused absence; violation of rules, regulations or order established by the City; conviction of a felony; conviction of a misdemeanor relating to the employee’s fitness to perform assigned duties; tardiness; failure to maintain satisfactory working relationships with fellow employees or the public; misuse or abuse of City property or equipment; theft of City property or funds; failure to comply with safety standards; misstatement of a material fact; failure to maintain any employment qualification; failure to comply with safety standards; and other acts which are incompatible with service to the public.

Any violation of these rules may be grounds for rejection, disciplinary action, or dismissal.

B. Disciplinary Authority
The department director shall have the responsibility to institute disciplinary action. In the case of any member of the City Manager’s office, or where the department director fails or refuses to institute appropriate discipline, or if the department directorship is vacant, the City Manager shall, for the purpose of this section, be considered the department director.

C. Emergency Suspension
When a department director determines that an employee’s conduct threatens or has caused injury to persons or property, the department director may impose a suspension with pay against the employee, effective immediately, until a pre-disciplinary conference is conducted pursuant to the personnel rules. The imposition of an emergency suspension against an employee does not preclude the department director from proposing a more severe disciplinary action against such employee receiving an emergency suspension. Within three (3) days of such emergency suspension, the department director shall notify the employee, in writing, of the nature of any proposed disciplinary action, the reason for the disciplinary action, and of any specific charge against the employee, and of the employee’s right to receive copies of the documents and materials upon which the disciplinary action is based, and of the employee’s right to respond to the charge, either orally or in writing. The department head, unless otherwise requested by the employee, shall conduct a disciplinary conference in not less than ten (10) days after the effective date of the emergency suspension.

45 D. Types of Discipline
The types of discipline which may be imposed are as follows:
(1) Reprimand (oral or written).
(2) Reduction in salary.
(3) Suspension, with or without pay.
(4) Demotion.
(5) Dismissal.

E. Notice of Discipline
(1) Contents. Prior to imposing any discipline, except reprimands, the Department Head shall notify the employee in writing of the nature of the proposed disciplinary action and its proposed effective date, the reason for the proposed disciplinary action, any specific charges against the employee, the employee’s right to receive copies of the written documents and materials upon which the proposed disciplinary action is based, and the employee’s right to respond to the charge, either orally or in writing. A copy of this notice shall also be forwarded to Human Resources for review and retention in the employee’s personal history file.
(2) Service. This notice shall be given to the employee in person whenever possible and the employee’s signature obtained to indicate receipt. In the absence of personal service, the notice may be sent by registered mail.

F. Representation
If any employee requests or is required to meet with a Department Head and such meeting involves the possible imposition of disciplinary action against the employee, the employee, upon request, shall be entitled to have one representative present at such meeting.

G. Employee’s Response
An employee’s opportunity to respond to the Department Head is not intended to be an adversary hearing. The employee need not be accorded the opportunity to cross—examine a department’s witnesses, nor to present a formal case in opposition to the proposed discipline.

The authority imposing discipline will evaluate the proposed discipline in light of the employee’s response, if any. Within five working days of the employee’s response, or deadline for response, a decision will be transmitted in writing to the employee indicating the personnel action to be taken and, where applicable, advising the employee of their right to appeal.

H. Appeal Procedures
Any permanent employee in the classified service shall have the right to appeal the imposition of disciplinary action, except in those instances where right of appeal is expressly prohibited by the Personnel Resolution.
(1) Request for Disciplinary Hearing. When an employee requests a disciplinary hearing, the request shall be in writing, signed by the employee or representative, and presented to

46 Human Resources five (5) days after the effective date of the imposition of the disciplinary action. Any such request shall be addressed to Human Resources and shall identify the subject matter of the appeal, the grounds for the appeal, and the relief desired by the employee. All disciplinary hearings shall be conducted in public unless the employee requests, in writing, a private hearing. If the employee fails to request a disciplinary hearing within the prescribed time, the employee shall have waived the right to a hearing and all rights to further appeal of the disciplinary action. (2) Human Resources shall schedule the disciplinary hearing not less than ten (10) days, nor more than thirty (30) days, from the date of the filing of the appeal. All interested parties shall be notified in writing of the date, time, and place of the hearing at least seven (7) calendar days prior to the hearing.
(3) The Mayor, or in their absence, the Mayor Pro Tem, shall issue subpoenas on behalf of the Council. Subpoenas pertaining to a hearing shall be issued at the request of either party prior to the commencement of such hearing. After the commencement of such hearing, subpoenas shall be issued only at the discretion of the Council.
(4) Every hearing shall be presided over by the City Manager or their designee. (5) The hearing need not be conducted in accordance with technical rules relating to evidence and witnesses, but hearings shall be conducted in a manner most conducive to determination of the truth. Any relevant evidence shall be admitted if it is the sort of evidence on which responsible persons are accustomed to rely in the conduct of serious affairs, regardless of the existence of any common law or statutory rules which might make improper the admission of such evidence over objection in civil actions. Hearsay evidence may be used for the purpose of supplementing or explaining any direct evidence but shall not be sufficient in itself to support a finding unless it would be admissible over objection in civil actions. The rules of privilege shall be effective to the same extent that they are now or hereafter may be recognized in civil actions, and irrelevant and unduly repetitious evidence shall be excluded. Decisions made by the City Manager shall not be bound by technical rules of evidence. (6) City Manager shall rule on the admission or exclusion of evidence with the assistance of the legal advisor to the City.
(7) Each party shall have these rights: To be represented by legal counsel or other person of his choice; to call and cross-examine opposing witnesses on any matter relevant to the issues even though that matter was not covered in the direct examination; to impeach any witness regardless of which party first called him/her. If the respondent does not testify on their own behalf, they may be called and examined as if under cross-examination.
(8) Oral evidence shall be taken only on oath or affirmation. (9) The hearing shall proceed in the following order, unless the City Manager, for special reason, otherwise directs:
a) The party imposing discipline shall be permitted to make an opening statement;
b) The appealing party shall be permitted to make an opening statement; c) The party imposing disciplinary action shall produce the evidence on their part;
d) The party appealing from such disciplinary action may then open their

47 defense and offer their evidence in support thereof; e) The parties may then, in order, respectively, offer rebutting evidence only, unless the City Manager for good reason, permits them to offer evidence upon their original case;
f) Arguments shall be permitted only at the discretion of the City Manager. (10) The City Managershall determine relevancy, weight, and credibility of testimony and evidence. He shall base his findings on the preponderance of evidence. (11) The City Manager may and shall if requested by the disciplinary party or the appealing employee, subpoena witnesses at no loss of compensation to the City employee, and/or require the production of records or other material evidence as authorized by law. (12) During the examination of a witness, all other witnesses, except the parties, shall be excluded from the hearing, unless the City Manager, at his discretion, for good cause, otherwise directs. (13) No still photographs, moving pictures, or television pictures shall be taken in the hearing chamber during a hearing.
(14) The costs of a court reporter during the hearing shall be borne equally by the parties.
(15) The City Manager, prior to or during a hearing, may grant a continuance for any reason they believe to be important to their reaching a fair and proper decision. (16) Whether the hearing is held in a public or executive session, City Manager, after they concludes the hearing, may deliberate their decision in executive session. The legal counsel may attend this discussion solely for the purpose of rendering legal advice to the City Manager. (17) The City Manager shall render their judgement as soon after the conclusion of the hearing as possible and in no event later than ten (10) working days after conducting the hearing.

Their decision shall set forth which charges, if any, are sustained and the reasons therefor. (18) The City Manager may sustain or reject any of the charges filed against the employee. They may sustain, reject or modify the disciplinary action invoked against the employee. They may not provide for discipline more stringent than that invoked by the appointing authority. (19) The City Manager order of judgement shall be filed with the City Clerk, the charged employee, and the City Manager, and shall set forth their findings and decisions.

Any member of the Council may submit a minority or supplemental finding and recommendations. If a dismissal is not sustained, their order shall set forth the effective date the employee is to be reinstated, which may be any time on or after the date of disciplinary action. The employee may appeal this decision by filing a written appeal with the City Council within ten (10) days after service of the decision of the City Manager. The appeal shall be addressed to the City Council and shall identify the decision appealed from, the grounds for the appeal, and the relief requested by the employee. All appeal hearings shall be conducted in private unless the employee requests, in writing, a public hearing. The City Council shall schedule and conduct any appeal hearing within a reasonable time after the filing of an appeal.

The City Council shall hear the appeal. Three (3) members of the Council shall constitute a quorum for the purpose of conducting a hearing on appeal.

48 At the appeal hearing, they may appear personally and may be represented by counsel or other representative. The employee and the City shall have the right to present oral and written arguments to the City Council.

The decision of the City Council shall be in writing and shall determine whether the decision of the City Manager is supported by substantial evidence. The City Council may affirm, revoke or reduce the decision of the City Manager. The decision of the City Council shall constitute a final resolution.

SECTION 14: Grievance Procedure
A. Statement of Purpose
The purpose and objectives of the Grievance Procedure are to:
(1) Assure fair and equitable treatment of all employees and promote harmonious relations among employees and their supervisors.
(2) Afford employees a written and simple means of obtaining consideration of their grievances by informal means at the supervisory level and review of the supervisor’s decision. (3) Resolve grievances as quickly as possible and correct, if possible, the causes of grievances, thereby reducing the number of grievances and future similar complaints.

B. Definitions
(1) Grievance. A grievance is a formal written allegation by an employee that the grievant has been adversely affected by a violation, misinterpretation, or misapplication on one or more of the specific provisions of the Memorandum of Understanding and/or provisions of these Personnel Rule and Regulations.
(2) Grievant is any permanent employee in the classified service who is covered by a memorandum of understanding.
(3) Day. For purposes of this procedure, a day shall be defined as a calendar day, commencing at 12:01 a.m.
(4) Immediate Supervisor. The immediate supervisor shall be the person having evaluation responsibility for the grievant.

C. Procedure
(1) Informal Resolution. Within ten (10) days after a grievant knew, or by reasonable diligence should have known, of the condition upon which a grievance may be based, the grievant shall attempt to resolve it by an informal conference with the grievant’s immediate supervisor.

Every effort shall be made to resolve a grievance through discussion between the employee and their immediate supervisor. It is the spirit and intent of this procedure that all grievances are settled quietly and fairly without any subsequent discrimination against employees who may seek to adjust a grievance. Every effort should be made to find an acceptable solution at the lowest level of supervision.

49 (2) If the problem cannot be resolved between the employee and the supervisor, the employee may, within seven (7) calendar days from the date of receiving the answer from their supervisor, request and be granted an interview with the division head, if one exists, in order to discuss the grievance. (3) If the division head and employee cannot reach a solution to the grievance, the employee may, within seven (7) calendar days from the date of receiving the answer from the division head, request in writing and be granted an interview with the Department Head. (4) The Department Head shall render their decision in writing within fifteen (15) calendar days of receiving the appeal. If the Department Head and employee are unable to arrive at a satisfactory solution, the employee may, within ten (10) calendar days from the date of the decision by the Department Head, submit a written appeal to the City Manager. (5) The City Manager shall review the grievance and respond to the employee within twenty (20) calendar days of receiving the appeal. The response shall be in writing and will be considered an expression of management’s viewpoint and shall be final.

D. Representation
(1) An employee may request representation by the appropriate employee association at any stage of the grievance procedure.
(2) The grievant and designated association representative shall receive release time for the purpose of representing the grievant in conference at any step, but in no way shall release time be granted for purposes of gathering information, interviewing witnesses, or preparing a presentation. (3) Association representation shall be limited to one person and shall not inordinately interfere with the normal course of City business.

E. Class Grievance
(1) Each employee must submit his or her own grievance in writing. At the discretion of the City, individual grievances may be treated as a single grievance or a class. (2) Resolution of a class grievance may not be consistent among all grievants in the class grievance due to differences in the circumstances or occurrences that brought about the grievance.

F. Time Limits
(1) Failure by a grievant to meet a deadline set in this procedure shall terminate the grievance and the grievant shall not have a right to refile on the same set of facts. (2) Failure by the City to meet a deadline shall give the grievant the right to proceed to the next step.
(3) Time limits in this procedure may be extended by mutual agreement between the grievant and the City.

G. Withdrawal
Any grievance may be withdrawn by the grievant at any time in writing. Withdrawal of a grievance shall be with prejudice and shall remove the right of the grievant to refile on the same set of facts.

50 SECTION 15: Employee Activities
A. General Consideration
During the employee’s workday, they are expected to devote their full time in the performance of their assigned duties as a City employee.

An employee in the competitive service shall not engage in any employment, activity or enterprise which is inconsistent, incompatible or in conflict with their duties, functions or responsibilities as a City employee, nor shall they engage in any activity which will directly or indirectly contribute to the lessening of their effectiveness as a City employee.

No employee shall engage in any type of activity relating to an employee organization during such time an employee is on duty, except as expressly provided in these rules and regulations.

B. Determination of Inconsistent Activities
In making a determination as to the consistency or inconsistency of outside activities, the appointing authority shall consider, among other pertinent factors, whether the activity:
(1) Involves receipt or acceptance by the employee of any money or other consideration from anyone other than the City for the performance of an act which the employee, if not performing such act, would be required or expected to render in the regular course or hours of their City employment or as a part of their duties as a City employee; or, (2) Involves the performance of an act in other than their capacity as a City employee which act may later be directly or indirectly related to the control, inspection, review, audit or enforcement by such employee or the department by which they are employed; or, (3) Involves conditions or facts which would probably directly or indirectly lessen the efficiency of the employee in their regular City employment, or conditions in which there is a substantial danger of injury or illness to the employee; or,
(4) Involves the use for private gain or advantage of City time, facilities, equipment and supplies, prestige, influence, or confidential information of one’s City office or employment; or, (5) Involves the solicitation of future employment with a business doing business with the City over which the employee has some control or influence in their official capacity at the time of the transaction.

C. Improper Use of City Equipment Prohibited
No City-owned equipment, autos, trucks, instruments, tools, supplies, machine badge, identification cards, or other items which are the property of the City shall be used by an employee except upon prior approval of the appointing authority.

No employee shall allow any unauthorized person to rent, borrow or use any of the items mentioned above unless upon prior approval of the appointing authority.

D. Violations and Penalties

51 Any violation of these provisions of the Section respecting such outside employment or activity, or improper use of City equipment, shall constitute grounds for disciplinary action including immediate dismissal of a City employee who commits such violation.

SECTION 16: Layoff Procedure
A. Intent
The layoff procedure is intended to give consideration to both seniority and competency whenever the layoff of employees is necessary.

B. Procedure
(1) Determination of need for layoff will be made by the City. Classifications to be affected and the number of employees included will be determined by the City. (2) If an employee in an affected classification is a probationary appointment, that employee will be selected to be laid off, subject to bumping and reemployment rights. (3) Employees who have successfully completed probation in the affected classification will be ranked by 1) seniority, and 2) competency in the classification.

The Department Head will determine, based upon official personnel records, and/or qualified testing procedures, where applicable, the individual selected for layoff in the classification. The Department Head will utilize a combination of the seniority and competency of the individual in making this determination as set forth in the following example:

Seniority Competency Average
Ranking Ranking Ranking
1 Employee A 2 (3/2) 1-1/2
2 Employee B 3 (5/ 2) 2-1/2
3 Employee C 1 (4/2) 2
Employee B would be the employee selected to be laid off in this classification. If Employee B chooses to bump into a lower classification, they would be given a competency factor equal to the average for the new classification. In the event of equal average ranking scores, competency will be used to determine selection.

C. Bumping Rights
An individual laid off from a particular classification may “bump” into a classification for which they are qualified (qualification is presumed where the person has held the position previously with the City or where a lower position is in a normal line of promotion). After an employee is informed of an impending layoff or “bump down” they must inform Human Resources within five working days of their intent to take the option of the layoff or the “bump down”. The process will be repeated at the next classification level where an employee bumps in and creates an overage in that classification.

D. Reemployment Rights

52 The names of probationary and regular employees who have been laid off shall be placed on appropriate reemployment lists in the order of their competency, from highest to lowest. Such names shall remain thereon for a period of one year unless such persons are sooner reemployed.

When a reemployment list is to be used to fill vacancies, Human Resources shall certify from the top of such lists the number of names equal to the number of vacancies. An employee who is reemployed shall receive credit for former service for purposes of seniority, benefit compensation, and salary advancement.

SECTION 17: Loyalty Oath
All employees subject to these rules shall, before they enter upon the duties of their employment, take, and subscribe the oath prescribed in the California Constitution.

SECTION 18: Implementation
These Personnel Rules and Regulations supersede all previous rules and regulations and take effect upon the date of adoption at the City Council.

SECTION 19: Amendment of Rules
Proposed amendments to these Rules shall be submitted to the City Manager for review and recommendation prior to submittal to the City Council. Advance notice shall be given to recognized employee organizations of any amendments which affect wages, hours, and other items and conditions of employment. Upon request, the City Manager shall provide the opportunity to consult with any employee organization so requesting, regarding amendments affecting wages, hours and other terms and conditions of employment. As provided in Section 3500, et. seq. of the Government Code, in cases of emergency, when the City Council determines that amendment(s) to these Rules must be adopted immediately without prior notice or meeting with a recognized employee organization, the City shall provide such notice and opportunity to meet at the earliest practicable time following the adoption of the amendment(s). Amendments shall become effective upon adoption of the City Council or at such other time as the adopting resolution may provide.

SECTION 20: Severability
If any provision, policy, or application of this resolution is held to be invalid, the remainder of this resolution, other than that which was held to be invalid, shall not be affected.

Blank Page

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Adoption of a Proposed Resolution No. 23-12, Amending the Standard Order of Business for all City Council Meetings

RECOMMENDATION
The City Council is requested to adopt a proposed Resolution No. 23-12, amending the Standard Order of Business for all City Council meetings.

BACKGROUND
On May 19, 2015, the City Council of the City of Cudahy (“City Council”) adopted Resolution No. 15-18, establishing a Standard of Order of Business for its meetings, then on September 28, 2015, the City Council adopted Resolution No. 15-49, amending the rules to place items on City Council agendas and amending the Standard Order of Business by adding an agenda item devoted to Reports Regarding Ad Hoc, Advisory, Standing, or Other Committee Meetings.

Later, on March 14, 2016, the City Council adopted Resolution No. 16-12, which repealed Resolution Nos. 15-18 and 15-49, and amended the Standard Order of Business concerning public comment speaking time. On October 1, 2019, the City Council adopted Resolution No. 19-28, Amending Resolution No. 16-12, the Standard Order of Business of City Council Meetings concerning public comment speaking time.

Most recently, on July 21, 2020, the City Council adopted Resolution No. 20-27, which repealed Resolution No. 16-12, and amended the Standard Order of Business concerning public comment speaking time.

ANALYSIS
The City Council currently conducts its regular meetings on the first and third Tuesday of each Item Number
16B

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 2

and every month, in accordance with Ordinance No. 674, and section 2.04.020 of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code. Recently, members of the City Council have expressed concerns that the Standard Order of Business inhibits public participation with the City Council closed session break, leaving the public on standby, resulting in loss of participation by members.

If approved, Resolution No. 23-12 would repeal and amend Resolution No. 20-27, Standard Order of Business of all City Council meetings. Specifically, the resolution would restructure the order of business by moving section 6 (Closed Session Public Comments), section 7 (Closed Session), and section 8 (Closed Session Announcement), to the end of the meeting.

CONCLUSION
Staff requests that Council approve the attached resolution to amend the Standard Order of Business for all regular meetings of the City of Cudahy.

STRATEGIC PLAN CORRELATION
None.

FINANCIAL IMPACT
None.

ATTACHMENTS
A. Proposed Resolution No. 23-12
B. Resolution No. 20-27
C. Resolution No. 19-28
D. Resolution No. 16-12

RESOLUTION NO. 23-12

A RESOLUTION OF THE CITY COUNCIL OF THE

CITY OF CUDAHY, CALIFORNIA AMENDING THE

STANDARD ORDER OF BUSINESS FOR ALL

REGULAR MEETINGS
WHEREAS, on May 19, 2015, the City Council for the City of Cudahy (“City Council”) adopted Resolution No. 15-18, establishing a Standard Order of Business for its City Council Meetings; and
WHEREAS, on September 28, 2015, the City Council adopted Resolution No. 15- 49, amending the rules to place items on City Council agendas and amending the Standard Order of Business by adding an agenda item devoted to Reports Regarding Ad Hoc, Advisory, Standing, or Other Committee Meetings; and WHEREAS, on March 14, 2016, the City Council adopted Resolution No. 16-12, which repealed Resolution No. 15-18 and 15-49, and amended the Standard Order of Business concerning public comment speaking time; and
WHEREAS, on July 21, 2020, the City Council adopted Resolution No. 20-27, which repealed Resolution No. 16-12, and amended the Standard Order of Business concerning public comment speaking time; and
WHEREAS, the City Council currently conducts its regular meetings on the first and third Tuesday of each and every month, in accordance with Ordinance No. 674, and Section 2.04.020 of Chapter 2.04 (City Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code; and
WHEREAS, members of the City Council have expressed concerns that the Standard Order of Business inhibits public participation with the City Council closed session break, leaving the public on standby, resulting in loss of participation by members; and
WHEREAS, as a result of these concerns, the City Council seeks to amend the Standard Order of Business to enable more efficient City Council meetings and encourage participation from the public at all regular meetings.

BASED UPON THE ABOVE RECITALS, THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

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

SECTION 2. The City Council finds that all previous resolutions outlining the Standard Order of Business are hereby repealed in their entirety.

Attachment A Page 185 of 344
Resolution No. 23-12

SECTION 3. The order of business for all regular and adjourned regular meetings shall be as follows:

CALL TO ORDER

ROLL CALL

APPROVAL OF AGENDA

PLEDGE OF ALLEGIANCE

LAND ACKNOWLEDGMENT

PRESENTATIONS
PUBLIC COMMENTS (Each member of the public may provide a public comment in person, telephonically or electronically. In person participants must submit one comment card if he or she wishes to address the City Council. Only speakers that submit a comment card within the first 20 minutes of the meeting will be permitted to speak.

Remote participants may provide public comment by clicking the hand icon on Zoom or pressing star (*) nine (9) on the telephone, if he or she wishes to address the City Council.

Members of the public are permitted to speak for three (3) minutes concerning items under the City Council’s jurisdiction, including items on the Council agenda.) CITY COUNCIL COMMENTS (Each Council Member is limited to three minutes) CITY MANAGER REPORT (information only)

REPORTS REGARDING AD HOC, ADVISORY, STANDING, COMMISSION, OR

OTHER COMMITTEE MEETINGS

WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES

CONSENT CALENDAR
PUBLIC HEARING (Each member of the public may provide an additional comment in person, telephonically or electronically, for each agenda item that requires a public hearing and will be permitted to speak for three (3) minutes on each agenda item that requires a public hearing.)

CITY COUNCIL BUSINESS SESSION

COUNCIL DISCUSSION

CLOSED SESSION

CLOSED SESSION ANNOUNCEMENT

Resolution No. 23-12

ADJOURNMENT
If there are no items to be considered in any section(s), that section(s) may be omitted from that agenda.

SECTION 4. This Resolution shall take effect upon adoption. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 7th day of March 2023.

Daisy Lomelí
Mayor
ATTEST:

Richard Iglesias
City Clerk

Resolution No. 23-12

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. 23-12 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 7th day of March 2023 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias
City Clerk

Attachment B

Attachment C

Attachment D

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Juan Arauz, Community Development Director
Subject: Adoption by First Reading of Ordinance No. 733 Amending Section 20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code

RECOMMENDATION
The City Council is requested to adopt by first reading Ordinance No. 733, Amending Section

20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code.

BACKGROUND/ANALYSIS
On July 17, 2018, the City Council for the City of Cudahy (“City Council”) adopted Ordinance No. 690 amending the City of Cudahy’s (“City”) Municipal Code and Zoning Map. Municipal Code Section 20.84.260 (Allowed Temporary Uses) establishes the allowed temporary uses in the City of Cudahy (“City”). The Municipal Code in its current form contains outdated and vague language and the staff is requesting the City Council accept the proposed amendment to correct the language.

On February 21, 2023, staff presented the ordinance for first reading, the City Council had questions as to the actual amendments made to the code, staff is presenting an amended version highlighting the changes made to the municipal code.

CONCLUSION
Staff requests the City Council adopt by first reading Ordinance No. 733, Amending Section

20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code.

Item Number
16C

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 2

STRATEGIC PLAN CORRELATION
None.

FINANCIAL IMPACT
None.

ATTACHMENTS
A. Proposed Ordinance No. 733

ORDINANCE NO. 733

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF CUDAHY, CALIFORNIA AMENDING SECTION

20.84.260 (ALLOWED TEMPORARY USES) OF PART 4
(TEMPORARY USE PERMITS) OF CHAPTER 20.84
(PERMIT PROCEDURES) OF TITLE 20 (ZONING) OF THE

CUDAHY MUNICIPAL CODE
WHEREAS, on July 17, 2018, the City Council for the City of Cudahy (“City Council”) adopted Ordinance No. 690 amending the City of Cudahy’s (“City”) Municipal Code and Zoning Map; and
WHEREAS, Cudahy Municipal Code Section 20.84.260 (Allowed Temporary Uses) establishes the allowed temporary uses in the City; and WHEREAS, Municipal Code Section 20.84.260 in its current form contains outdated and vague language.

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. Section 20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code is hereby amended in its entirety to read as follows:
“Section 20.84.260 Allowed temporary uses.

Upon submittal of a Temporary Use Permit application, the following temporary uses and developments may be initiated, altered, or maintained upon approval by the Community Development Director, or his or her designee, pursuant to this section:

A. Temporary Carnivals, Circuses, Fairs, and Similar Events. Applications for such events shall be submitted for review no less than 30 days prior to the first day of the event, and shall be subject to the following restrictions:

1. Duration. Events shall not exceed four days within any six-month period, provided the event is located on property owned or leased by a public agency, or on the grounds of the sponsoring organization per subsection (A)(2) of this section.

2. Civic Events. Events shall be permissible only if sponsored by a public agency or a religious, educational, fraternal, service, or community based nonprofit organization directly engaged in civic or charitable endeavors.

Attachment A Page 201 of 344
Ordinance No. 733

3. Limitation of Days. Events shall be limited to three days in any six-month period, but the Director of Community Development may authorize a fourth day if the location, conduct, or timing of the event suggests that the event will not unduly impose on its neighbors.

4. The Director of Community Development may delegate to the Planning Commission, his or her reviewing authority, of any event that requires closure of, or obstruction to, public right of ways.

B. Christmas Trees. The outdoor sale of Christmas trees and wreaths on private property, between December 1st and December 25th of any calendar year, inclusive, to the extent permitted by other applicable ordinances, statutes, and regulations; provided, that any temporary structures and materials used shall be removed from the premises and the property restored to a neat and broom-clean condition by December 31st. A site plan shall be submitted to the Director of Community Development for review and approval, or denial of a location for such outdoor sales.

C. Outdoor Sales of Flowers and Gifts. Outdoor sales of flowers and gifts on private property are prohibited, except for a business licensed to sell flowers that has been licensed to sell flowers for more than one year. Flower shops may obtain a temporary use permit, provided the applicant submits proof showing sales of flowers exceeds 25 percent of annual gross receipts for the business. Sales shall be conducted on the same location as the flower shop. A site plan shall be submitted to the Director of Community Development for review and approval or denial of the location for such sales.

D. Outdoor Sales. Temporary uses of land, including temporary outdoor sales and the erection of booths, tents, or parking of trailers on private property for temporary activities conducted either outdoors or within temporary structures, when such uses are allowed in the applicable zone with the approval of the Director of Community Development. A maximum of four (4) outdoor sales events may be permitted on a site, with each event limited to a maximum of seven (7) days. The location of an outdoor sales event shall not interfere with automobile circulation and shall be designed in a manner to allow free pedestrian movement both within and around the vicinity. Activities associated with outdoor sales events shall not be located on, or interfere with, public right of ways. A site plan shall be submitted to the Director of Community Development for review and approval or denial of a location for such outdoor sales.

E. Additional Temporary Uses. In addition to the above uses, the Director of Community Development may authorize temporary uses not listed in this section.

The proposed uses under the Community Development Director’s discretion may be granted only when the proposed activity complies with the following:

Ordinance No. 733

1. Site Suitability. The site for the proposed temporary use is adequate in size and shape to accommodate such use.

2. Neighborhood Compatibility. The Community Development Director shall consider the nature, condition, and development of adjacent uses, buildings, and structures and the effect the proposed use may have on such adjacent uses, buildings, and structures.

3. Access and Circulation. The site for a proposed temporary use should relate to streets and highways adequate in width and pavement to carry the kind and quantity of traffic such use would generate.

4. Safety and Welfare. The proposed temporary use will not be detrimental to the public interest, health, safety, convenience, or welfare.

5. Distance Requirements. To avoid impacts resulting from proliferation, temporary uses with similar operations shall not be located within 500 feet from each other. This distance shall be measured in a straight line without regard to intervening structures, from the nearest property line where an existing temporary use is located to the nearest property line of a similar proposed temporary use.

6. Duration. Upon making the aforementioned findings, the Director of Community Development may allow a temporary use for a maximum of twelve (12) consecutive months. Applicants may request a one-time extension of up to twelve (12) months by submitting a written request that includes explanation of how the temporary use has maintained conformity with the findings of this subsection. The Community Development Director shall review requests for time extensions and approve or deny based on information presented including evidence obtained from City records.”
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

Ordinance No. 733

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 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 7th day of March 2023.
________________________________
Daisy Lomelí, Mayor
ATTEST:
_________________________________
Richard Iglesias, City Clerk

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 3

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: From: Alfonso Noyola, City Manager/Executive Director By: Andres Rangel, Management Analyst
Subject: Approval of Professional Services Agreement for Planning Services for the Vacant and Underutilized Lot Inventory

RECOMMENDATION
City Council is requested to award a Professional Services Agreement (PSA) to Placeworks for Planning Services for the Vacant and Underutilized Lot Inventory in the amount not-to-exceed $231,706.

BACKGROUND

1. On August 18, 2022, the Regional Park and Open Space District (RPOSD) announced that the City would be allocated $285,000 for technical assistance services due to the City being designated as a Very High Need City.

2. On September 13, 2022, The City approved an agreement with RPOSD to receive an allocation through its Technical Assistance Program (TAP).

3. On December 1, 2022, the City released a Request for Bids to solicit “Planning Services For the Vacant and Underutilized Lot Inventory.

4. On December 15, 2022, the Request for Bids submission window closed. Six proposals were submitted.

5. On March 2, 2023, Placeworks was notified that it was the preferred bidder and would be recommended by staff to receive a contract.

ANALYSIS
The City was allocated $285,000 from the RPOSD’s TAP Allocation Program to conduct a vacant and underutilized lot inventory. The study would identify vacant lots that are feasible to develop a park in the future. The purpose of the funding is to use this study to apply for future rounds of park development grants.

Item Number
16D

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 3

The City issued a Request for Bids to solicit proposals for the following scope of services:
• Conduct an inventory of vacant and underutilized lots and opportunity sites for potential new parkland throughout the City.
• Prepare and implement a community engagement plan to collect feedback on new park needs and design.
• Develop potential park conceptual plans to illustrate potential new park sites that reflect community needs.

The end product of the study would be design, conceptual, and project estimates to ensure we have a number of highly competitive shovel ready projects for future rounds of competitive parks grants from numerous agencies. Including a community engagement component to the study also ensures that the conceptual designs that are created reflect the needs and ideals of the community.

The bid summary is below:

Firm Name Proposal Cost
Placeworks $231,706.00
Gwynne Pugh-Urban Studios $145,000.00
LANLT $105,000.00
City Fabric $175,600.00
TreePeople $105,187.50
KDI $284,860.00
Although Placeworks was not the lowest proposal, it displayed the highest level quality in terms of conceptual designs for future parks. Moreover, unlike all other bids, Placeworks clarified that its proposed cost included up to five conceptual park designs, more than any other proposal.

Placeworks also submitted the most comprehensive proposal that included actual conceptual design examples. Given the importance of ensuring that the park conceptual designs are “shovel ready” projects to apply for future park development grants, city staff held a major emphasis on the quality of conceptual designs to ensure that future City grant applications hold the highest standard, and set the City up in a highly competitive position to secure grant funding for parks development.

Moreover, the $285,000 is recommended to be fully spent, as any unspent amounts is prone to returning to RPOSD for other projects. Therefore, the City recommends maximizing the quality of the study by fully expending this special fund.

CONCLUSION
The City recommends awarding a Professional Services Agreement (PSA) to Placeworks for Planning Services for the Vacant and Underutilized Lot Inventory in the amount not-to-exceed

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 3 of 3

$231,706.

FINANCIAL IMPACT
The contract total is $231,706. The contract cost will be fully funded by River Park and Open Space District (RPOSD) funding.

STRATEGIC PLAN CORRELATION
Goal A (Community Services, Programs and Activities for All Ages) Objective:

6. Pursue funding opportunities to assist Cudahy residents.

ATTACHMENTS
A. Planning Services for the Vacant and Underutilized Log Inventory RFB.

B. Placeworks Proposal
C. Draft Professional Services Agreement between the City of Cudahy and Placeworks

REQUEST FOR BIDS

TO PROVIDE PLANNING SERVICES

FOR THE VACANT AND UNDERUTILIZED LOT INVENTORY

IN THE CITY OF CUDAHY, CALIFORNIA
December 1, 2022

DELIVERY ADDRESS
City of Cudahy
5220 Santa Ana St.

Cudahy, CA 90201
Attn: Victor Maria Santiago
Parks and Recreation Manager

REQUIRED NUMBER OF PROPOSALS
Three (3) hard copies

CONTACT INFORMATION FOR INQUIRIES
contact via e-mail only, no telephone calls
Victor Maria Santiago
Parks and Recreation Manager
[email protected]

PROPOSAL DUE DATE
December 15, 2022; 3:00 PM
Attachment A Page 208 of 344
Request for Bids to Provide Planning Services for the Vacant and Underutilized Lot Inventory City of Cudahy, California

REQUEST FOR BIDS

TO PROVIDE PLANNING SERVICES

FOR THE VACANT AND UNDERUTILIZED LOT INVENTORY

IN THE CITY OF CUDAHY, CALIFORNIA
December 1, 2022
To interested and qualified Consultants:

The City of Cudahy is soliciting Proposals from qualified firms TO PROVIDE PLANNING SERVICES FOR THE VACANT AND UNDERUTILIZED LOT INVENTORY.

The scope includes the following:
• Conduct an inventory of vacant and underutilized lots and opportunity sites for potential new parkland throughout the City.
• Prepare and implement a community engagement plan to collect feedback on new park needs and design.
• Develop potential park conceptual plans to illustrate potential new park sites that reflect community needs.

Proposals should include the following components:
• Scope of Work
• Deliverables
• Schedule
• Budget Breakdown of TAP Allocation
• Payment process (i.e. monthly payments with deliverables) In order to be considered in the selection process, interested parties shall submit three (3) hard copies of their Proposals no later than 3:00 PM, December 15, 2022, to:

City of Cudahy
5220 Santa Ana Street
Cudahy, CA 90201
Attn: Victor Maria Santiago
Parks and Recreation Manager
Sincerely,
Victor Maria Santiago
Parks and Recreation Manager
City of Cudahy

Attachment B

1 2023

PROFESSIONAL SERVICES AGREEMENT
(Engagement: PLANNING SERVICES FOR THE VACANT AND UNDERUTILIZED

LOT INVENTORY)
(Parties: Placeworks and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of __________________ 2023 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and Placeworks, (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 planning services; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

I.

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term commencing from the Effective Date through March 7, 2024 (hereinafter, the “Term”), or upon completion of this agreement. 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 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 Work”). 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 Work. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work”.

Attachment C Page 253 of 344
2 1.3 COMPENSATION: CONSULTANT shall perform the Work in accordance with the “Fee Schedule” which is attached and incorporated hereto as Exhibit “B” (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 $231,706 (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 Not-to-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.

1.4 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.

1.5 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.

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 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

3 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 Isabelle Minn 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 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 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

4 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 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

5 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.

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.

6 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 (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

7 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 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

8 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 CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work to be performed hereunder. The policy shall provide coverage for CONSULTANT’s professional liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate. The abovementioned insurance shall not contain a self-insured retention, deductible, or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims-made policy shall be acceptable if the policy further provides that; (i) the policy restrictive date coincides with or precedes the initiation of the Scope of Work (including subsequent policies purchased as renewals or replacements); and (ii) CONSULTANT shall notify the CITY of circumstances or incidents that might give rise to future claims. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from Work performed in connection with this Agreement.

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

4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should,

9 to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, reasonable attorneys’ fees, litigation costs, or any other cost to the extent arising out of or in any way related to the Consultant’s negligent 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) to the extent arising out of or in connection with CONSULTANT’s negligent 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

10 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.

V.

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

11 the applicable cure period, to begin such cure and diligently prosecute such 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

12 material respect.

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

13 the Agreement or to terminate the Agreement; or
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 once payment has been received by Consultant without restriction or limitation upon their use or dissemination by CITY. If City desires to reuse any documents or other deliverables, including electronic media, pertaining to the project prepared by Consultant, City may do so, but if such documents or other deliverables are reused by City for any purpose other than that for which such documents or deliverables were originally prepared, or if City causes such documents or deliverables to be altered without Consultant’s written consent, such reuse shall be at City’s risk. 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

14 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 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:

Placeworks
700 South Flower St, Ste 600
Attn: Isabelle Minn
Phone: 213-623-1443
City of Cudahy
City Manager’s Office
5220 Santa Ana Street
Phone: 323-773-5143 x238
Attn: Andres Rangel
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.

15 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 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

16 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 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)

17 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:_______________________
Placeworks
By:

Name:

Title:

Date:_______________________
APPROVED AS TO FORM:

By: _____
City Attorney
Date:____________________________

18 EXHIBIT “A”

SCOPE OF WORK

19 EXHIBIT “B”

COMPENSATION RATE

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Juan Arauz, Community Development Director
Subject: Approval of Professional Services Agreement between the City of Cudahy and Enso Law for Cannabis Retail Regulation Consulting Services

RECOMMENDATION
The City Council is requested to approve a Professional Services Agreement between the City of Cudahy and Enso Law for Cannabis Retail Regulation Consulting Services.

BACKGROUND/ANALYSIS
On November 8, 2022, voters in the City of Cudahy (the “City”) approved Cudahy Measure BA also known as “The Cannabis Business Accountability Measure” (the “Measure”). Under the amended section 5.30.070 of the Measure, the City Manager must “make available the necessary forms, adopt any necessary application rules for the submission, intake, review, and approval of retail cannabis business permit applications for retailers up to the maximum number of retail cannabis business permits.” The Measure requires that the application period only last 30 days, starting from the date the forms are issued and creates onerous restrictions on applicants and the City for those who can apply and qualify to receive any of the two cannabis retail licenses in the City.

CONCLUSION
Staff requests the City Council approve the Professional Services Agreement between the City of Cudahy and Enso Law for Cannabis Retail Regulation Consulting Services to ensure effective implementation of the Cannabis Business Accountability Measure.

Item Number
16E

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 2

STRATEGIC PLAN CORRELATION
None.

FINANCIAL IMPACT
None.

ATTACHMENTS
A. Professional Services Agreement

1 2023

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Cannabis Retail Regulation Consulting Services) (Parties: ENSO LAW and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of __________________ 2023 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and ENSO LAW, LLP (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 advisement on laws and regulations with regard to retail cannabis; 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 March 7, 2023, under Agenda Item No. _____.

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

I.

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term commencing from the Effective Date March 7, 2023, for a one (1) year option with the option two (2) one (1) year options to extend (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 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 Work”). 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 Attachment A Page 274 of 344
2 timely complete the services and tasks set forth in the Scope of Work. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”

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;
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

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

1.4 COMPENSATION:

A. In consideration for CONSULTANT’s performance of all of the various services and tasks described in the Scope of Work, CITY shall compensate CONSULTANT in accordance with the compensation schedule included in Exhibit “A”.

B. The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Work contemplated under this Agreement, will not exceed the total budgeted sum of FIFTY THOUSAND DOLLARS ($50,000) (hereinafter, the "Total Not-to-Exceed Sum") during the Term of this Agreement, unless such added expenditure is first approved by the City Council.

1.5 PAYMENT OF COMPENSATION: The Total 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.

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

4 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 Juan Arauz, Community Development Director (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 David R.

Welch, Managing Partner 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 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

5 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 his 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 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

6 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.

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,

7 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 (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

8 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 of 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 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

9 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 CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work to be performed hereunder. The policy shall provide coverage for CONSULTANT’s professional liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate. The abovementioned insurance shall not contain a self-insured retention, deductible, or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims-made policy shall be acceptable if the policy further provides that; (i) the policy restrictive date coincides with or precedes the initiation of the Scope of Work (including subsequent policies purchased as renewals or replacements); and (ii) CONSULTANT shall notify the CITY of circumstances or incidents that might give rise to future claims. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from Work performed in connection with this Agreement.

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

10 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 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

11 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.

V.

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

12 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 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

13 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 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;

14 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.

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

15 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 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:

Enso Law, LLP
500 South Grand Avenue,
Suite 1800,
Los Angeles, CA 90071
Phone: 213-596-9008
Email: [email protected]
City of Cudahy
Community Development
Department
5220 Santa Ana Street
Cudahy, CA 90201
Phone: 323-773-5143
Attn: Juan Arauz
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.

16 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 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.

17 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 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)

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:_______________________
ENSO LAW, LLP:

By:

Name:

Title:

Date:_______________________
APPROVED AS TO FORM:

By: ___
City Attorney
Date:____________________________

19 EXHIBIT “A”

SCOPE OF WORK

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Stephanie Arechiga, City Attorney
Subject: Approval of First Amendment to City Manager Employment Agreement Between the City of Cudahy and Alfonso M. Noyola

RECOMMENDATION
The City Council is requested to approve a First Amendment to the City Manager Employment Agreement with the City of Cudahy (“City”).

BACKGROUND/ANALYSIS
On September 21, 2021, the City and Alfonso Noyola (“Mr. Noyola”) entered into an employment agreement entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.” Hereinafter the (“Master Agreement”) (A true and correct copy of the Master Agreement is attached and incorporated hereto as Exhibit “B”). Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Mr.

Noyola. Section 6.C of the Master Agreement provides that following each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Mr. Noyola’s compensation. The City Council did in fact complete its first annual performance evaluation of Mr. Noyola in closed session under Agenda Item 7.A at its Regular Meeting on February 21, 2023.

Based on the results of the performance evaluation completed on March 7, 2023, it is the desire of the City Council to modify the terms of Noyola’s compensation.

CONCLUSION
It is recommended that the City Council approve a First Amendment to the City Manager Employment Agreement with the City of Cudahy (“City”), ratifying the decision made by the Item Number
16F

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 2

City Council during closed session under Agenda Item 7.A at its Regular Meeting on February 21, 2023.

STRATEGIC PLAN CORRELATION
None.

FINANCIAL IMPACT
None.

ATTACHMENTS
A. First Amendment to the City Manager Employment Agreement B. Master Agreement
C. Resolution No. 23-13

1 FIRST AMENDMENT TO CITY MANAGER EMPLOYMENT AGREEMENT

BETWEEN
THE CITY OF CUDAHY AND ALFONSO M. NOYOLA
This 2023 First Amendment (“Amendment”) to that certain agreement entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M.

Noyola” is made and entered into this 7th day of March 2023 (“Effective Date”), by and between the City of Cudahy, a California municipal corporation ("City"), and Alfonso M. Noyola, an individual (“Noyola”). The capitalized term “Parties” shall be a collective reference to both City and Noyola and the capitalized term “Party” may refer to either City or Noyola interchangeably as appropriate.

RECITALS
A. The Parties executed and entered into an employment agreement dated September 21, 2021, and entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.” Hereinafter the (“Master Agreement”) (A true and correct copy of the Master Agreement is attached and incorporated hereto as Exhibit “A”).

B. Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Noyola.

C. Section 6.C of the Master Agreement provides that following each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Noyola’s compensation.

D. The City Council did in fact complete its first annual performance evaluation of Noyola in closed session under Agenda Item 7.A at its Regular Meeting on February 21, 2023.

E. Based on the results of the performance evaluation completed on March 7, 2023, it is the desire of the City Council to modify the terms of Noyola’s compensation.

F. This Agreement was approved by the City Council at Adjourned Regular Meeting of March 7, 2023, in open session as part of the Regular Meeting Agenda under Agenda Item No. ____ in compliance with Government Code Sections 53262, 54953(c)(3) and 54956(b).

NOW, THEREFORE, in consideration of these recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the City and Noyola agree as provided in this Agreement.

1. Modification of Base Salary. Noyola’s Base Salary, as the term is defined under Section 6.A of the Master Agreement is hereby amended to the new annual Base Salary sum of ________________________________ Attachment A Page 295 of 344

2 ($_____________).

2. Effective Date of Modification of Base Salary. Noyola’s Base Salary, as modified in Section 1 above is effective as of ____________________.

3. Master Agreement. Except as otherwise set forth in this Amendment, the Master Agreement shall remain binding, controlling and in full force and effect. The provisions of this Amendment shall be deemed a part of the Master Agreement and except as otherwise provided under this Amendment, the Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Master Agreement, the provisions of this Amendment shall govern and control, but only in so far as such provisions conflict with the Master Agreement and no further.

4. Entire Agreement. The Master Agreement and this Amendment constitute 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 Employee prior to the execution of this Amendment. 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 the Master Agreement and this Amendment shall be valid and binding unless in writing and duly executed by the Parties in the form of a written contract amendment approved by the City Council.
[SIGNATURE PAGE TO FOLLOW]

3 IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and executed personally as of the date and year first written above.

CITY OF CUDAHY
A California municipal corporation
ALFONSO M. NOYOLA, an individual
By: By:

Daisy Lomeli, Mayor Alfonso M. Noyola, ICMA-CM
City Manager
ATTEST:

By:

Richard Iglesias, City Clerk
APPROVED AS TO FORM:

By:

Stephanie Arechiga, City Attorney

1 CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN
THE CITY OF CUDAHY AND ALFONSO M. NOYOLA
This Employment Agreement (“Agreement”) is made and entered into as of September 21, 2021, by and between the City of Cudahy, a California municipal corporation ("City"), and Alfonso M. Noyola, an individual (“Noyola”). The capitalized term “Parties” shall be a collective reference to both City and Noyola and the capitalized term “Party” may refer to either City or Noyola interchangeably as appropriate.

RECITALS
A. The City of Cudahy requires the services of a City Manager, and Noyola is currently serving as the Interim City Manager.

B. The City Council finds that Noyola has the necessary education, experience, skills, and expertise and is otherwise qualified to serve as City Manager and desires to serve in such capacity.

C. In accordance with Sections 2.04.070 and 2.12.020 of the Cudahy Municipal Code, the City Council desires to enter into an employment agreement that sets forth the terms and conditions of employment of Noyola as City Manager, including the duties, salary, and benefits of employment.

D. Noyola desires to accept employment as City Manager under the terms set forth herein.

E. This Agreement was approved by the City Council at Adjourned Regular Meeting of September 21, 2021, in open session as part of the Regular Meeting Agenda under Agenda Item No. 15D in compliance with Government Code Sections 53262, 54953(c)(3) and 54956(b).

NOW, THEREFORE, in consideration of these recitals and the performance by the Parties of the promises, covenants, and conditions herein contained, the City and Noyola agree as provided in this Agreement.

1. Appointment of City Manager. The City does hereby appoint and employ Noyola as its City Manager effective September 21, 2021 (“Effective Date”), and Noyola hereby accepts such employment.

2. Term. Unless sooner terminated as provided herein below, the term of this Agreement shall commence on the Effective Date and shall continue for a term of fours (4) years to September 21, 2025 (“Term”).

3. City Manager Duties and Authority.

A. Noyola shall exercise the full powers and perform the duties of the position of City Manager as set forth in Chapter 2.12 (City Manager) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code, the California Government Code, any human resources rules, any departmental and other rules, regulations and procedures, the City Manager job description (if any), and any provisions under state law, as each of them currently or may in the future exist.

Noyola shall be responsible to the City Council for the proper administration of all affairs of the City. Noyola shall also exercise such other powers and authority and perform such other functions and duties as may legally be assigned from time to time by the City Council or are customary and appropriate to the position of City Manager.

Attachment B

2 B. Noyola shall report directly to the City Council and shall use all reasonable efforts to keep the City Council fully informed of all significant operations or major undertakings of the City.

C. City also designates Noyola as the executive director of other City- related legal entities including but not limited to any joint powers authority of which the City is a member, or any other agency created or staffed by City, subject to any procedures applicable to said legal entity and if approved by the City Council.

4. Noyola's Obligations and Hours of Work.

A. Noyola shall devote his full energies, interest, abilities, and productive time to the performance of this Agreement and utilize Noyola’s best efforts to promote City's interests.

Noyola's duties may involve expenditures of time in excess of the regularly established workday or in excess of a forty (40) hour workweek and may also include time outside normal office hours (including attendance at City Council meetings and other City sponsored functions). Noyola's base salary includes compensation for all hours worked and Noyola shall be classified as an exempt employee from the overtime pay provisions of California law and federal law and as such is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager position. In recognition of the significant time Noyola will need to devote outside normal office hours to business activities of the City and the exempt, salaried nature of the employment, Noyola is permitted to exercise a flexible work schedule. However, consistent with this flexibility and Noyola's participation in activities out of the office, Noyola will generally be expected to keep office hours at the Cudahy City Hall, 5220 Santa Ana Street, Cudahy, CA 90201 (“City Hall”) during the days that City Hall is open during normal business hours.

B. Noyola agrees not to become otherwise employed nor engage in any outside business activities while this Agreement is in effect without the prior written approval of the City Council. For purposes of this Agreement, outside business activities means any outside employment or any outside commercial activity which actually or potentially interferes with or poses a conflict with Noyola's position as City Manager, or which would otherwise constitute a violation of State or federal laws, including but not limited to the California Political Reform Act (Government Code Section 81000) and Government Code Section 1090. Further, Noyola shall not, during the term of this Agreement, individually, as a partner, joint venture, officer, or shareholder, invest or participate in any business venture conducting business in the City of Cudahy (except for stock ownership in any company whose capital stock is publicly held and regularly traded) without prior approval of the City Council.

C. For and during the term of this Agreement, Noyola further agrees, except for a personal residence or residential property acquired or held for future use as Noyola's personal residence, not to invest in any other real estate property improvements within the City without the prior consent of the City Council.

D. Noyola shall also comply with the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to Noyola's City employment.

Such compliance includes submitting to the City Clerk a Form 700 Statement of Economic Interest at the time of appointment, annually thereafter, and at the time of separation from the position.

E. In the case that Noyola becomes permanently disabled or is otherwise unable to perform his duties without reasonable accommodations because of sickness, accident, injury, mental incapacity, or health for a period of six consecutive weeks beyond any accrued sick and

3 annual leave, the Council shall have the option to terminate this agreement and no severance shall be entitled to Noyola
F. Noyola agrees to comply with all applicable ethical standards having the force of state law and with the International City/County Management Association (ICMA), and as the same may be modified or amended from time to time by ICMA.

5. Compensation and Expenses.

A. The City shall provide the City Manager with the compensation and benefits as specified in Section 6 of this Agreement.

B. General Expenses. City recognizes that Noyola may incur certain expenses of a non-personal and job-related nature. Accordingly, the City shall pay for or provide Noyola reimbursement for all actual and necessary business expenses, subject to any budget and appropriations limitation. Such expenses shall be incurred, submitted, and reimbursed in compliance with any applicable limitations or restrictions under California state law, as well as any City-approved travel and reimbursement policies as the same may be amended from time to time by the City Council. All expenses must be supported by documentation meeting City's normal requirements and must be submitted within any time limits established by City.

C. Professional Activities. The City agrees to pay the professional dues and subscriptions on behalf of Noyola which are necessary for Noyola's continuation and full participation in national, regional, state, or local associations, organizations, or conference necessary and desirable for the good of the City and which membership is approved by the City Council as necessary for Noyola's continued professional participation and advancement. These activities may include, without limitation, participation in the California Contract Cities Association, California League of Cities, Independent City Association, City Management Foundation, the International City Management Association, or other similar national, statewide, regional, or professional organizations provided that such activities do not in any way interfere with or adversely affect Noyola’s performance as City Manager. Notwithstanding the foregoing, the City Council shall have discretion to establish appropriate amounts, in the annual City budget or otherwise, for official and professional development expenses and travel costs.

D. Civic Organizations. The City recognizes the desirability of representation in and before local civic and other organizations, and subject to approval of the City Council, Noyola is authorized to become a member of local civic clubs or organizations, for which the City shall pay membership dues, to the extent funds are appropriated therefore in the City budget. The City's payments shall be restricted to dues only. All other expenses related to membership are the responsibility of Noyola.

6. Salary and Benefits.

A. Base Salary. From the Effective Date of this Agreement, City shall pay Noyola an annual base salary of TWO HUNDRED AND TEN THOUSAND DOLLARS ($210,000), subject to legally permissible or required deductions and withholding, prorated, and paid on City's normal paydays ("Base Salary"). Noyola's compensation is for all hours worked and for all services under this Agreement, including those as an executive director or involving any other position, office or appointment associated with the City. Noyola shall be exempt from the overtime pay provisions of California law (if any) and federal law.

B. Annual Cost of Living Allowance (COLA) Increases: The aforesaid base salary shall be increased in accordance with any Cost of Living Allowance increase granted by the City to its

4 employees in general.

C. Modification of Compensation. In addition to Section 6(B) (above), no sooner than the City Council’s completion of the first annual performance evaluation of Noyola and thereafter, following the completion of each annual performance evaluation, the City Council may, but is not required to, consider merit increases, performance pay or other compensation enhancements to the extent authorized by applicable law in conjunction with the annual performance review set forth in Section 8, below. Any such compensation enhancements shall be in an amount determined by the City Council and at the City Council's discretion may be based on the level of completion of goals or other criteria formally identified by the City Council.

D. Benefits.
(1) Health and Welfare Plans.
a. Health Insurance: Noyola shall receive a cash-in lieu of health insurance benefits in an amount equal to the prevailing family Kaiser plan rate for CalPERS Region 3 (Los Angeles, Riverside and San Bernardino), which shall be paid in equal bi-weekly installments. Noyola shall maintain health insurance coverage during the Term of this Agreement and shall provide City proof of health insurance coverage; b. Dental Insurance: Noyola shall receive a cash-in lieu of dental benefits in an amount equal to the average premium amounts for family dental insurance plans available to current City employees, which shall be paid in equal bi­ weekly installments. Noyola shall maintain dental insurance coverage during the Term of this Agreement and shall provide CITY proof of dental insurance coverage; and
c. Vision Care: Noyola shall receive a cash-in lieu of health insurance benefits in an amount equal to the family MES vision plan rate, which shall be paid in equal bi-weekly installments. Noyola shall maintain health insurance coverage during the Term of this Agreement and shall provide City proof of vision insurance coverage.
(2) Term Life Insurance. During the Term of this Agreement, City, at its sole cost and expense, shall procure and provide to Noyola, a policy of term life insurance. During the Term and any extension term, the death benefit payable on the life insurance policy shall be capped at the maximum sum of One Million Dollars ($1,000,000.00). If Noyola dies during the Term of this Agreement, Noyola's designated beneficiary shall receive one hundred percent (100%) of the death benefit payment.
(3) Disability Insurance. City shall provide Noyola with a long-term Disability Insurance policy in the amount and according on the same basis and terms as other Appointed Officials under the City’s current Fringe Benefit and Salary Plan, and as the same may be modified and amended from time to time by the City Council in its sole and absolute discretion (4) Annual Leave, Sick Leave and Holiday Accrual Time.
a. Upon execution of this Agreement the City agrees to credit Noyola with two (2) weeks of annual leave (80 hours) and (2) weeks of sick leave (80 hours). In addition, the City will credit Noyola as of 21 July, 2021 annual and sick leave at the accrual rate of 3 weeks per year.

Thereafter, annual leave and sick leave shall accrue at the rate of 3

5 weeks per year (120 hours).
b. Notwithstanding the forgoing, at no time shall Noyola accrue more than 300 hours of vacation leave and 300 hours of sick leave. In recognition of this limit, Noyola may sell back accumulated and unused annual and/or sick leave at the applicable base hourly rate, provided that 80 hours of accrued annual leave or 80 hours of sick leave remain on the books.
(5) Retirement. Noyola shall be enrolled in City's retirement plan with the California Public Employees' Retirement System (CalPERS), subject to the Tier 2 Retirement benefits formula, terms and conditions applicable non-safety Management employees who are “New Members” within the meaning of the Public Employees’ Pension Reform Act of 2013. Noyola shall be eligible for the 2% at 62 formula for CalPERS “New Members.” Pursuant to current law, and notwithstanding anything to the contrary in this Agreement or City’s policies, Noyola’s contribution shall be not less than one-half of the total normal cost rate, as determined annually by CalPERS and shall be paid entirely by Noyola.
(6) Holidays. Noyola shall be entitled to the same paid Holidays as provided to other Appointed Officials under the City’s current Fringe Benefit and Salary Plan. The Holidays are subject to change by the City Council.
(7) Technological Tools. City shall provide, and pay service costs associated with, a cell phone, laptop computer and iPad for purposes of communications with the City Council and employees.
(8) Automobile. Noyola shall be paid an automobile allowance of Four Hundred and Fifty Dollars ($450) per month for expenses incurred by Noyola for the use of his personal automobile.
(9) Additional Benefits. Noyola may participate in and is entitled to receive any other benefits available to other Appointed Officials under the City’s current Fringe Benefit and Salary Plan, and as the same may be modified and amended from time to time by the City Council in its sole and absolute discretion. (10) Bonding. City shall bear the full costs of any fidelity or other bonds required of Noyola (if any) under any law or ordinance.
(11) Residence. Noyola shall not be required to reside within the territorial boundaries of the City. Should Noyola establish a residence within the City, the City shall pay Noyola a one-time net lump sum payment of Seven Thousand Five Hundred Dollars ($7,500) to cover any and all costs associated with establishment of a residence within the City of Cudahy.

Upon providing a signed rental lease agreement or other instrument reflecting at least a 12-month term, the Finance Director shall provide such lump sum payment net of any required withholdings.

7. Deferred Compensation.

A. Section 457 Plan. The City agrees to contribute to a qualified Section 457 Plan maintained on a matching contribution rate of one-to-one with a maximum City contribution of Ten Thousand Dollars ($10,000.00) annually. Amounts contributed under this section shall be to the benefit of Noyola in accordance with the deferred compensation plan participation agreement.

B. Internal Review Code Compliance. All provisions of this Section 7 are subject to the

6 provisions and limitations of the Internal Revenue Code and its related regulations as amended from time to time. No requirement of any provision of this Subsection 7 shall be effective if it would violate any provision of the Internal Revenue Code or its related regulations.

8. Annual Performance Evaluations.

A. The City Council shall review and evaluate Noyola's performance at least once annually. During the first year of employment, the City Council shall review and evaluate Noyola's performance after six months. The City Council and Employee shall annually develop mutually agreeable performance goals and criteria which the City Council shall use in reviewing Noyola’s performance in the following year. The Parties agree that annual performance evaluations are an important way for the City Council and Noyola to ensure effective communications regarding expectations and performance.

B. The City Council, in its discretion, may require that the annual evaluation be professionally facilitated by a facilitator approved by the City Council and paid for by the City.

Nothing in this Section 8 is intended to limit additional interim evaluations or reviews or to limit the normal communications process between the City Council and Noyola.

C. Failure of the City Council to provide a performance evaluation shall not limit the City's ability to terminate this Agreement pursuant to the terms set forth herein.

9. Indemnification.

A. Except as otherwise permitted, provided, limited, or required by law, including without limitation California Government Code Sections 825, 995, and 995.2 through 995.8, the City will defend and pay any costs and judgments assessed against Noyola arising out of an act or omission by Noyola occurring in the course and scope of Noyola's performance of Noyola’s duties under this Agreement.

B. Any and all paid leave, severance payments, defense payments or other benefits which may be provided to Noyola under this Agreement upon termination or in the event of an investigation shall be subject to and interpreted to comply with the limitations set forth in Government Code Sections 53243 through 54244, including, without limitation, the obligation of Noyola to reimburse the City for any funds paid should Noyola be convicted of a crime involving an abuse of office or position as defined in Government Code Section 53243.4.

10. At-Will Employment Relationship.

A. Consistent with California Government Code Section 36506, Noyola is an "at-will" employee and serves at the pleasure of the City Council. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of City to terminate this Agreement and the employment of Noyola and/or remove Noyola as City Manager for convenience and without cause, upon written notice. Upon termination, the employment relationship shall end, and City shall pay Noyola for all services through the effective date of termination. Noyola acknowledges and agrees that Noyola shall have no right to any additional compensation or payment, except as provided in Section 11, Severance, below.

B. The foregoing notwithstanding, nothing in this subsection shall be construed to prevent the City Council, under such circumstance, from immediately terminating this Agreement and Noyola’s employment with the City at any time for cause as provided under Section 12 of this Agreement, below.

7 C. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of Noyola to resign from Noyola’s employment with City, subject only to Noyola providing fortyfive (45) calendar days prior written notice to the City Council, unless the Parties mutually agree to waive or alter the time required for such notice. If Noyola voluntarily resigns his position as City Manager, he shall not be entitled to any severance payment.

11. Termination and Severance.

Noyola acknowledges that he is an “at will” employee and is subject to termination by the Council at any time, with or without cause, for any reasons or no reason, except that Council may not terminate Noyola within four (4) months before or four months after any City Council election (primary and/or general), and that a concurring vote of not less than three of its members is required to remove or terminate Employee. In the event of removal or termination, or if Employee resigns involuntarily at the instigation, request, or convenience of Council as alternative to termination, Employee shall be paid and accepts the following sums under the terms listed as full, complete, and total compensation for services rendered and for any and all damages that he may have suffered or claims:

A. All compensation and benefits due and owing Noyola as provided in this Agreement hereof as of and only to the date of termination, notwithstanding any other provisions of this Agreement, in the event of: (1) a violation of a material term of this agreement, or (2) conviction of a gross misdemeanor or felony as defined by California Revised Statues. a. Should there be a dispute of material term both parties agree to binding arbitration for resolution.
b. The parties agree to mutually split the arbitration costs.

B. If the Noyola voluntarily resigns his position as City Manager, (except as provided above) he shall not be entitled to receive any severance pay of any kind, and Noyola shall give the City at least forty five (45) days advance written notice prior to the effective date of his resignation. However, all accruals (annual, sick, and holiday accrual) shall be paid out at 100 percent of the base salary rate at the time of resignation.

C. In the case that Noyola becomes permanently disabled or is otherwise unable to perform his duties without reasonable accommodations because of sickness, accident, injury, mental incapacity, or health for a period of six consecutive weeks beyond any accrued sick and annual leave, the Council shall have the option to terminate this agreement and no severance shall be entitled to Noyola.

D. In the event this Agreement is terminated for any reason, except for the reasons listed in Section Eleven (11), A, B, and C hereof, the Noyola shall be paid in a lump sum payment the total sum consisting of six (6) months compensation as defined in Section Six (6), including the following: basic compensation at the current rate of pay, six (6) months of medical stipend equal to the city’s current medical/dental plan coverage at the family rate, 100% employer’s contribution to the Public Employees Retirement System (for six months), group term life insurance benefit, auto allowance, ICMA 457 contribution, plus the full amount of any accrued annual leave, sick leave, and holiday time. Alternatively, Noyola may opt to be placed on “terminal” Administrative Leave with base pay at the time of termination, benefits (including PERS contributions), and medical/dental/vision stipend continuing but leave and sick accruals, auto allowance and group term life insurance policy ceasing the day after “terminal” Administrative leave starts. Leave accrual balances will be paid out at 100 percent at the time of “terminal” Administrative Leave commencing under this option.

E. In the event this Agreement is terminated for any reason except for the reasons

8 listed in Section Eleven (11), A, B, and C hereof within 18 months of the commencement date under this agreement, Noyola shall be paid in a lump sum payment the total sum consisting of nine (9) months compensation as defined in Section Four, including the following: basic compensation at the current rate of pay, 9 months of medical stipend equal to the city’s current medical/dental/vision plan coverage at the family rate, 100% employer’s contribution to the Public Employees Retirement System (for nine months), group term life insurance benefit (stipend for nine months), auto allowance (for nine months) and the payoff of the full amount of any accrued annual leave, sick leave, and holiday time. Alternatively, the Employee may opt to be placed on “terminal” Administrative Leave with base pay at the time of termination, benefits (including PERS contributions), and medical stipend continuing but leave and sick accruals, auto allowance and group term life insurance policy ceasing the day after “terminal” Administrative leave starts.

Leave accrual balances will be paid out at 100 percent at the time of “terminal” Administrative Leave commencing under this option.

F. For the purpose of this agreement, termination shall occur when:
a. The majority of the governing body votes to terminate the Employee with or without cause at a duly authorized public meeting; or b. The City, citizens, Council or State Legislature acts to amend any provisions of the City of Cudahy City Code pertaining to the role, powers, duties, authority, responsibilities of the Employee’s position that substantially changes the form of government, Noyola shall have the right to declare that such amendments constitute termination; or c. The City unilaterally reduces the base salary, benefits, allowances, compensation, or any other financial benefit of Noyola.

12. Confidential Information. Noyola acknowledges and agrees that in the performance of Noyola’s duties, the City discloses and entrusts Noyola with certain confidential or proprietary information. Noyola agrees not to directly or indirectly disclose or use at any time any such information, whether it be in the form of records, lists, data, personnel information, reports or otherwise, of a business or technical nature, which was acquired or viewed by Noyola during Noyola's relationship with the City unless such disclosure is authorized by the City in writing, required by law, or required in the performance of the duties of the City Manager. This provision shall survive the termination or expiration of this Agreement.

13. General Provisions.

A. Integration. This Agreement sets forth the final, complete and exclusive agreement between City and Noyola relating to the employment of Noyola by City. Any prior discussions, agreements or representations by or between the Parties are merged into and rendered null and void by this Agreement. The Parties by mutual written agreement may amend any provision of this Agreement during the life of the Agreement. Such amendments shall be incorporated and made a part of this Agreement. The foregoing notwithstanding, Noyola acknowledges that, except as expressly provided in this Agreement, Noyola’s employment is subject to City's generally applicable rules and policies pertaining to employment matters, such as but not limited to those addressing equal employment opportunity, sexual harassment, and violence in the workplace as they currently or may in the future exist.

B. Representations. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or written, have been made by any Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either Party. Noyola acknowledges that, except as expressly provided in this Agreement, Noyola’s employment is subject to City's generally applicable rules and policies pertaining to employment matters, such as those addressing equal employment opportunity, sexual harassment, and

9 violence in the workplace.

C. Amendments. This Agreement may only be amended by a writing approved by the City Council and signed by both City and Noyola.

D. Binding Effect. This Agreement shall be binding on the City and the Noyola as well as their heirs, assigns, executors, personal representatives, and successors in interest.

E. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and, effect in all other circumstances.

F. Prevailing Party Attorneys' Fees. In any action to enforce this Agreement or resolve any dispute or controversy arising under the terms and conditions hereof, the prevailing Party shall be entitled to payment of reasonable attorneys' fees and costs.

G. Choice of Law and Venue. This Agreement shall be interpreted and construed pursuant to and in accordance with the local laws of the State of California and all applicable City Codes, Ordinances and Resolutions. The Parties agree that venue shall be in Los Angeles County, California.

H. Drafting of Agreement. The Parties hereto acknowledge and agree that although this Agreement has been drafted by City's legal counsel, Noyola has reviewed, or had an opportunity to review the terms of this Agreement with Noyola’s legal counsel. Consequently, the doctrine that ambiguities in an agreement should be resolved against the drafting Party shall not be employed in connection with this Agreement and this Agreement shall be interpreted in accordance with its fair meaning.

I. Independent Review of Agreement. Noyola acknowledges that Noyola has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement. Noyola acknowledges that Noyola has made an independent judgment upon the financial and legal effects of this Agreement and has not relied upon any representation of City, its officers, agents, or Employees other than those expressly set forth in this Agreement.

J. Notices. Any notice given to City under this Agreement shall be given in writing to City, by personal service, by overnight delivery service providing confirmation of delivery, or by registered or certified mail, postage prepaid, addressed to the Director of Human Resources at the City's then principal place of business. Any such notice to Noyola shall be given in a like manner and, if deposited with an overnight delivery service or mailed, shall be addressed to Noyola at Noyola’s home address then shown in City's files. For the purpose of determining compliance with any time limit in this Agreement, a notice shall be deemed to have been duly given (a) on the date of delivery, if served personally on the Party to whom notice is to be given, (b) on the next delivery day following deposit with an overnight delivery service or (c) on the third calendar day after mailing, if mailed to the Party to whom the notice is to be given in the manner provided in this paragraph.

K. Heirs and Beneficiaries. In the event Noyola dies while employed by the City under this Agreement, the Noyola's beneficiaries or those entitled to the Noyola's estate shall be entitled to Noyola's earned salary and any in-lieu payments for accrued benefits, including compensation for the value of accrued balances in accordance with this Agreement, City policy or as required

10 by law subject to the provisions of this Agreement.
15 Voluntary Agreement. Noyola represents and warrants that Noyola has read carefully and fully understands all the provisions of this Agreement, that Noyola is free to enter into this Agreement and to render the services described in it, that Noyola entering into and performing under this Agreement will not breach or violate or conflict with any other agreement (written or oral) to which Noyola is a Party, and that Noyola has had an opportunity to consult with Noyola’s legal counsel prior to entering into this Agreement and has either done so or voluntarily chosen not to do so. Noyola is voluntarily entering into this Agreement. The City represents and warrants that it has the right and power to enter into this Agreement. 16 Other Terms and Conditions of Employment. City may fix other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Noyola, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or applicable law.
17 Pre-employment Contingencies. This Agreement and offer of employment are contingent upon Noyola's successful passage and completion of a pre-employment process which consists of a physical examination, pre-employment background check, and Livescan fingerprinting.
[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed and executed personally as of the date and year first written above.

CITY OF CUDAHY ALFONSO M. NOYOLA, an individual
A California municipal corporation
By:
f .,
L LL+t,Tuvt ~\ \,l,t;iyJ:L
Alfons© M. Noyola, ICMA-dM I /
City Ma'nager
ATTEST:

By:

Richar
APPROVED AS TO FORM:
_/ _0 ,/ . . ··/ ,
By: /'/ ,- // /~-..?
Victor Ponto, City Attorney
II

1 RESOLUTION NO. 23-13

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

CUDAHY, CALIFORNIA APPROVING THE FIRST

AMENDMENT TO THE CITY MANAGER EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF CUDAHY AND
ALFONSO M. NOYOLA
WHEREAS, the Parties executed and entered into an employment agreement dated September 21, 2021, and entitled “City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.” Hereinafter the (“Master Agreement”); and WHEREAS, Section 8 of the Master Agreement provides for the conduct of an annual performance evaluation of Alfonso M. Noyola (“Mr. Noyola”); and WHEREAS, Section 6.C of the Master Agreement provides that following each annual performance evaluation, the City Council of the City of Cudahy (“City Council”) may consider modifications to Mr. Noyola’s compensation; and WHEREAS, the City Council did in fact complete its first annual performance evaluation of Mr. Noyola in closed session under Agenda Item 7.A at its Regular Meeting on February 21, 2023; and
WHEREAS, based on the results of the performance evaluation completed on March 7, 2023, it is the desire of the City Council to modify the terms of Mr. Noyola’s compensation.

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 City Council hereby approves the First Amendment to City Manager Employment Agreement between the City of Cudahy and Alfonso M. Noyola.

SECTION 3. This Resolution shall take effect upon adoption. The City Clerk shall certify to the adoption of this Resolution.

Attachment C Page 309 of 344
2 PASSED, APPROVED AND ADOPTED by the City Council of the City of Cudahy at its regular meeting on this 7th day of March 2023.

Daisy Lomelí
Mayor
ATTEST:

Richard Iglesias
City Clerk

3 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. 23-13 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 ______ day of _______________ 2023 and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

Richard Iglesias
City Clerk of the City of Cudahy

Blank Page

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
Subject: Adoption by First Reading of Ordinance No. 734 Repealing Chapter 2.56 (PostGovernment Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code

RECOMMENDATION
The City Council is requested to adopt by first reading Ordinance No. 734, Repealing Chapter

2.56 (Post-Government Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code.

BACKGROUND/ANALYSIS
On November 5, 2013, the City Council adopted Ordinance No. 630 (“Ordinance”) adding Chapter 2.56 (Post-Government Employment Restrictions) to the Cudahy Municipal Code (“Municipal Code”). The Ordinance prohibits for a period of four (4) years from the time they permanently leave their office or employment, all former elected officials, former appointed officials, and former members of management from being eligible for City employment or award of City contracts. The Ordinance also prohibits for a period of four (4) years from the time they permanently leave their office or employment, former elected officials, former appointed officials, or former members of management, or their immediate family members, or entities with which the former officials or members of management are affiliated shall, to act as agent or attorney for, or otherwise represent, any other person or entity, for compensation, before the City Council, any City Board or Commission, or any other official or employee of the City.

Government Code Section 87406.3 addresses the post government employment restrictions and prohibits the same as is prohibited by Ordinance but for a period of one (1) year. Repealing Chapter 2.56 (Post-Government Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code will result in the City being subject to the prohibition Item Number
16G

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 2

as set forth in Government Code Section 87406.3.

CONCLUSION
Staff requests the City Council adopt by first reading Ordinance No. XXX, Repealing Chapter

2.56 (Post-Government Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code.

STRATEGIC PLAN CORRELATION
None.

FINANCIAL IMPACT
None.

ATTACHMENTS
A. Proposed Ordinance No. 734

ORDINANCE NO. 734

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY REPEALING CHAPTER 2.56 (POSTGOVERNMENT EMPLOYMENT RESTRICTIONS) OF TITLE 2 (ADMINISTRATION AND PERSONNEL) OF THE

CUDAHY MUNICIPAL CODE
WHEREAS, the City of Cudahy (“City”) is a municipal corporation organized and existing under and by virtue of the laws of the State of California, with its principal office at 5220 Santa Ana Street, Cudahy, CA 90201; and
WHEREAS, on November 5, 2013, the City Council adopted Ordinance No. 630 adding Chapter 2.56 (Post-Government Employment Restrictions) to the Cudahy Municipal Code (“Municipal Code”).

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

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

Section 2. Chapter 2.56 (Post-Government Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code is hereby repealed in its entirety.

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 Attachment A Page 315 of 344
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 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 7th day of March 2023.
________________________________
Daisy Lomelí, Mayor
ATTEST:
_________________________________
Richard Iglesias, City Clerk

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 3

STAFF REPORT
Date: March 07, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager
By: Brenda Rodriguez
Subject: Education Ad Hoc Committee

RECOMMENDATION
The City Council is requested to:

1. Approve the amendment of the objective focus for the Education Ad Hoc Committee.

2. Recommend Mayor Lomeli and Councilwoman Gonzalez continue on the Education Ad Hoc Committee under the amended focus, or appoint new council members to the committee.

BACKGROUND
On January 5, 2021, Council Member Lomeli requested the creation of an Ad Hoc Delegation Committee to review the City of Cudahy’s (“City”) partnerships with local schools, during the City Council Meeting of January 19, 2021, the City Council approved the creation of the Education Ad Hoc Committee (“Committee”). The Committee was directed to review the City’s partnerships with local schools and discuss how the City can further support them. The Committee assisted staff with the creation of a working group with the principals from schools in and around the City. With the establishment of the working group, partnerships with local schools have seen an immense increase in the past year.

Staff currently continues the working group with all principals from schools within the city and schools outside the city that service students in Cudahy.

On February 2, 2023, staff received the Education Compact (“Compact”) between the City of Cudahy and the Los Angeles Unified School District (“LAUSD”), this Compact will require review and potential amendments to be made prior to finalizing with LAUSD. Staff requests the Education Ad Hoc provide feedback and assist with the recommendation that will be made to Item Number
16H

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 3

Council with regard to this Compact.

The original purpose of the Education Ad Hoc Committee has been fulfilled, staff will continue with the working group and continue to provide support to the schools as needed, without additional duties delegated to the Committee, the Committee would need to dissolve, however it is recommended the Committee continue with a focus on presenting a revised draft of the Education Compact between City of Cudahy and LAUSD for council approval.

ANALYSIS
On February 2, 2023, staff received was requested to review and approve the Education Compact (“Compact”) between the City of Cudahy and the Los Angeles Unified School District (“LAUSD”), this Compact will require review and potential amendments to be made prior to finalizing with LAUSD. Staff requests the Education Ad Hoc provide feedback and assist with the recommendation that will be made to Council with regard to this Compact.

As part of the 2022-2026 Strategic Plan for the Los Angeles Unified School District, new education compacts are to be established between the district and local governmental entities.

Education Compacts with the municipal governments in the Southeast Los Angeles County region are intended to align resources and implement innovative programs to equip our students with the tools they need to be Ready for the World.

The Committee would like to present the Council with a draft of the Compact for Council discussion and potential approval. The Committee will recommend language that strengthens the partnership between City of Cudahy and LAUSD while being mindful of the cities limited resources.

The original purpose of the Education Ad Hoc Committee has been fulfilled, staff will continue with the working group and continue to provide support to the schools as needed, without additional duties delegated to the Committee, the Committee would need to dissolve, however it is recommended the Committee continue Upon fulfilling the duties as delegated by the Council, members of the Committee would like to amend the current purpose and focus on presenting a revised draft of the Education Compact between City of Cudahy and LAUSD for council approval.

The Committee is currently composed of Mayor Lomeli and Councilwoman Gonzalez, both members wish to remain on the Committee under its amended purpose.

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 3 of 3

CONCLUSION
The Education Ad Hoc Committee has fulfilled its previously designated purpose and is requesting the City Council designate the Committee to instead provide feedback and assist with the recommendation that will be made to Council with regard to the Education Compact with LAUSD. The Committee will meet on an as-needed basis contingent on achieving its purpose of bringing to Council a revised draft of the Education Compact.

STRATEGIC PLAN CORRELATION
No correlation

FINANCIAL IMPACT
None.

ATTACHMENTS
None.

Blank Page

“Serving The People”
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: David Reyes, Administrative Analyst
Subject: Receive and File of a Communications Plan Presentation

RECOMMENDATION
The City Council is requested to receive and file a Communications Update Presentation.

BACKGROUND AND ANALYSIS
This presentation is designed to show all the Communication Outreach efforts made by the City of Cudahy to improve the City’s communication efforts. The effectiveness of these newly established standards in communication between the City and its constituents have been tracked through statistical data.

The presentation is meant to share current progress report in our communication’s division as well as establish goals for 2023.

CONCLUSION
The City’s staff recommends City Council file and receive this presentation.

FINANCIAL IMPACT
There is no fiscal impact associated with this report.

STRATEGIC PLAN CORRELATION
Goal F (Communication and Outreach)
Objective: All Objectives
"Sirviendo A La Comunidad"
Item Number
16I

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 2 of 2

ATTACHMENTS
A. Communication Plan
B. Social Media Policy

City Of Cudahy
Communication Plan
Last Edited: November 21, 2022
Attachment A Page 323 of 344

Table of Contents
Purpose, Objectives, Communication Philosophy.............................................................................................................................................2 Target Audience ........................................................................................................................................................................................................3 Current residents..................................................................................................................................................................................................3 Current business owners....................................................................................................................................................................................3 Prospective residents ........................................................................................................................................................................................3 Prospective business owners ..........................................................................................................................................................................3 Residents and government officials in nearby cities and communities ................................................................................................3 Business owners in nearby cities ....................................................................................................................................................................3 County, state, and federal officials .................................................................................................................................................................3 Media in the Los Angeles region ....................................................................................................................................................................4 Communication Tools...............................................................................................................................................................................................4 Online Communication Strategy ..........................................................................................................................................................................4 Making the Shift...................................................................................................................................................................................................4 The Need for Change..........................................................................................................................................................................................5 Meeting Expectations ........................................................................................................................................................................................5 Strategy Development........................................................................................................................................................................................5 Supporting City Strategies ................................................................................................................................................................................6 Strategy Outcomes .............................................................................................................................................................................................6 Tools Recommended for City Use....................................................................................................................................................................7 Measuring and monitoring the effectiveness................................................................................................................................................8 Staff Resources .....................................................................................................................................................................................................8 Online Communications Strategy Media Conclusion .................................................................................................................................9 Other Communications Tools ................................................................................................................................................................................9 Crisis Response Communications ........................................................................................................................................................................9 Appointing a Spokesperson ......................................................................................................................................................................... 10 Print Media Guidelines ........................................................................................................................................................................................ 11 Goals ................................................................................................................................................................................................................... 11 Guidelines .......................................................................................................................................................................................................... 12 Key Tools ........................................................................................................................................................................................................... 12 Addendum .............................................................................................................................................................................................................. 15

Purpose
This comprehensive Communications Plan and Media Guidelines serves as a guide to achieve the communications and media relations objectives of the City of Cudahy.

Objectives
The goal of the City of Cudahy Communications Plan is to provide a general guide to maximize effective communications with current and future residents and businesses.

Accordingly, the plan provides a roadmap of how to inform and empower all stakeholders in the City of Cudahy to become more engaged members of the community.

The plan encourages circulated communication in the organization and the use of costeffective social media sources. Specific objectives of the plan are listed below:
• Inform the community about pending/announced decisions made by the City of Cudahy so it can engage in the process and support outcomes. • Communicate quickly and effectively in a crisis situation by developing key messages and delivering them in an organized fashion by trained spokespeople. • Provide feedback mechanisms so municipal customers may comment about City Council actions, City staff, City services, and programs. • Promote effective internal communications within the City of Cudahy organization, using a regular exchange of information and programs that allow City employees to be “in the loop” on major issues affecting the City, and also perform their jobs more efficiently, cooperatively, and with a greater sense of satisfaction.

Communications Philosophy
The City of Cudahy is committed to developing and maintaining an interactive partnership with all segments of the community through ongoing and meaningful communication with citizens, civic clubs, places of worship, City boards and commissions, local businesses, community-based organizations, local schools, elected officials, and City employees.

The City is committed to a proactive approach to communications. Each department is responsible for producing accurate and timely communications about City programs, services and activities, and developing feedback opportunities to ensure efforts meet the community's needs.

Effective communications will:
• Help policymakers and constituents cooperatively create and achieve common goals that will further the City’s organizational goals. • Support the City of Cudahy's philosophy of providing quality services to all customers equitably and in a responsive and caring manner.

• Strengthen the City of Cudahy’s image and build support for municipal programs.
• Allow City of Cudahy residents to be informed about, and take full advantage of, City services.
• Educate and enhance citizens' understanding of issues facing the City of Cudahy. • Promote an understanding of, and compliance with, City ordinances. • Reinforce a sense of openness that encourages citizen participation in local government.
• Foster a sense of community among City of Cudahy residents. • Grow relationships with other units of government, business and civic groups, and organizations active in City of Cudahy such as the Chamber of Commerce and major employers.
• Encourage ongoing open communication among customers, community groups, City Council members, and City employees.

Target Audiences
Current residents. Inform and keep current residents engaged in the City as stakeholders that aspire to be kept “in the loop.” Be sensitive to members of diverse communities within the City of Cudahy and encourage the involvement of people from all backgrounds.

Current business owners. Show support for Cudahy’s business community by informing them on local business developments, ordinance changes, and ensuring they are receiving accurate information to help their businesses thrive.

Prospective residents. Highlight why others have chosen to live in City of Cudahy and encourage prospective residents to choose City of Cudahy and help them become a productive part of our community.

Prospective business owners. The City of Cudahy can recruit new businesses by showcasing its one-stop shop approach to City services, along with its great location and any applicable development incentives.

Residents and government officials in nearby cities and communities. Maintain a positive reputation for City of Cudahy, help build bridges between communities for mutual benefit, encourage intergovernmental partnerships. Make sure LA County and the State of California are engaged partners with a stake in the success of City of Cudahy.

Business owners in nearby cities. Encourage businesses to add second locations in City of Cudahy to expand their customer base.

County, state, and federal officials. The City of Cudahy must keep these individuals apprised of local issues, successes, and concerns so they can be the best possible community

representatives at various levels of government.

Media in the Los Angeles region. The City of Cudahy is part of the Los Angeles metropolitan area and can be covered by any of the major network news channels and newspapers. It is important that there is an effort to proactively keep journalists informed so the City isn’t taken by surprise or put on the defensive.

Communications Tools
The City of Cudahy will utilize the following communication tools and strategies:
• Online Communications (digital media)
• Government Access Television Station
• Resident Surveys
• Press Communication (interviews)
• Crisis Communication
• Newsletters (electronic and traditional print)
Each tool or strategy is discussed in detail below.

Online Communications Strategy
Within a few short years, online communications – and social media in particular - have revolutionized communications and information sharing worldwide creating what some experts call the most significant shift in world culture.

Traditional methods of communication are still important but social media – conversation supported by online tools – has fundamentally changed the way our citizens discover, consume, and share information, and it has enabled millions of people and organizations worldwide to connect and communicate in new and innovative ways.

Making the Shift
This fundamental change in how our world communicates is forcing organizations like the City of Cudahy to rethink communications and marketing strategies and to learn to navigate this new online landscape. While the City has a presence with online communications, that work has been done without an adopted strategy, or prioritization direction from City Council.

The City of Cudahy’s website (www.CityofCudahy.com) , Instagram, Twitter, and Facebook pages will continue to remain the City’s primary tools for sharing information online. However, the City will analyze and take advantage of other online communication applications and technologies that could potentially assist in informing current residents – including some groups that have traditionally been found difficult to reach and engage (i.e., youth, new residents, visitors, and potential investors)
The City of Cudahy’s Online Communications Strategy positions the City for the present, as

well as the future, by beginning to make a critical shift in communications resources and strategy towards a more balanced approach to the use of traditional and online communication methods.

It is important to note that this strategy is about better balancing and integrating all the communications tools used by the City for maximum benefit and results. It is not about getting rid of traditional forms of communications – many of which have benefits and reach audiences where online communications do not.

A more balanced approach to the City’s communications will ensure it reaches more people, engages more stakeholders, and operates in a more open and transparent manner.

The Need for Change
By embracing the world of social media through the development of a comprehensive Online Communications Strategy, the City of Cudahy will participate in online discussions that are already happening today.

In combination with traditional communications, the City will leverage these highly effective online channels to inspire, enable, nurture, and facilitate more relevant, more authentic, and more effective stakeholder communications and engagement.

The use of social media will also help:
• Enhance and increase the ways the City listens and reaches out to stakeholders. • Improve information flow and transparency.
• Create a more informed and engaged community.
• Engage stakeholders traditionally difficult to reach. • Enhance the City’s customer service efforts by providing online channels for inquiries and requests.
• Enable better monitoring, tracking, and evaluation of all the City’s communications and marketing efforts.

Meeting Expectations
Research and community consultations in similarly situated communities demonstrate that in all instances that community stakeholders (including citizens) expect information to be available online – including but not limited to the City’s website, and social media tools like Facebook, Instagram, and Twitter. Followers of the City of Cudahy’s social media accounts expressed a strong desire to have more access to the City’s information.

Strategy development
Recommendations in the strategy are based on both research and analysis on more than 40 relevant topics and tools. Additionally, significant research was conducted into how other

municipalities are using social media and their own work to develop formal social media strategies and policies.

Research for the Online Communications Strategy identified several best practices which have informed the strategy’s recommendations in areas such as:
• Effective web writing
• Keeping web content current
• Online graphic design
• Online recruitment
• Search engine optimization
Recommendations for the Online Communications Strategy were developed based on this research.

Supporting City strategies
Successfully implementing the Online Communications Strategy will enable the City to improve information sharing; engage more residents and be more open and transparent, while at the same time supporting some other existing strategies or policies including:
• The City of Cudahy Strategic Plan
• Economic Development Strategy
• Social Media Policy
Strategy outcomes
Where once, organizations believed that the web and social media – and how they were used – could have a direct negative impact on their reputation, today research demonstrates that not using these tools will have a far more negative impact on an organization’s reputation and its policy decisions.

Research demonstrates that more and more people have come to expect that they will be able to find and connect with organizations – like their local government – online, through realtime social media platforms. Being a part of social media will enable the City to build relationships, trust, and credibility with stakeholders, engage them in an online conversation – and listen to them:
• In ways that were never before possible.
• In an age where the best and brightest talent expects to find employers of choice recruiting through social media tools, where residents want to use. • and are using social media to request and receive customer service. • and where bloggers and their followers routinely discuss City projects, business, and decisions.

Research conducted during the development of the Online Communications Strategy has led to a consensus on the best approach to shift the City’s communications resources and strategy

to a more balanced approach by increasing its online communications. That approach can be summarized up as follows:
• Start small. Do a few things well. Grow from there.
• Centralize responsibility for maintenance of City social media accounts. • Dedicate resources to manage and monitor content.
• Support staff with policy, guidelines, and training.

Tools Recommended for City use
After research into a wide range of social media tools, the Online Communications Strategy recommends the creation of a single City account for several online tools. These recommendations are based on a number of factors, including volume of users of a particular tool, the number of City of Cudahy-based users, popularity with the general public and ease of use. The online tools recommended for use by the City are:
• Facebook
• Twitter
• Instagram
• LinkedIn
• RSS feeds (existing option in current website)
• E-newsletters (existing capability in current website) • Email signatures
The City website serves as the official voice of the City. This is where formal communications related to City events and projects including news articles, events, and calendar updates are posted. The website also has information about City parks, volunteer opportunities and job postings.

Social media allows for the option of real-time communication with citizens. The City posts information related to emergencies, utility outages, road closures, meeting announcements, etc. Currently, the City manages Instagram, Facebook, Twitter on these topics.

Existing Online communication sites are as follows:
• City website: www.CityofCudahy.com
• Facebook: www.facebook.com/CityofCudahy
• Twitter: www.twitter.com/CityOfCudahyCA
• Instagram: www.instagram.com/Cityofcudahyca/
These online sites offer an opportunity to communicate with the City of Cudahy residents that have been unreachable, uninterested, and unrepresented in local government. The social networking sites help residents to become engaged in local government, including younger

generations. Ultimately, the goal is to see these age groups represented on boards and commissions, as elected officials and in other aspects of the decision-making process for local government.

Several of these social media tools (website and Facebook) have been used with some success to gain exposure for various public service announcements and promote various public meetings at no cost other than staff time to post information on the sites. Expanding the use of additional social media tools will help the City reach the younger demographic who prefer digital media such as Twitter and Instagram.

Measuring and Monitoring the Effectiveness
Monitoring and measuring the effectiveness of the City’s social media efforts will ensure the City is using the right online tools, the right way – and that we are staying on top of new tools and emerging trends. It will also ensure staff time, and other resources continue to be used most effectively in sharing information with stakeholders.

Because social media is still so new to municipal governments, no specific standards for measuring the effectiveness of each tool have been developed. The City will continually be reviewing best practices to identify specific effectiveness measures which are developed for each online tool recommended in the strategy.

Staff Resources
In order to ensure that the City of Cudahy’s online and social media presence is effectively monitored and maintained, the Online Communications Strategy recommends that the Administrative Analyst serves as a centralized resource for the oversight, content creation, monitoring, and evaluation of online communications tools.

A single City account will be established for each recommended social media application to disseminate information relevant to the City’s departments.

Implementing the Online Communications Strategy and increasing the City’s use of online communications will be supported by individual City departments. “Departments” as used in this document includes the five City Departments and the three City appointed officials (City Manager, Contract City Attorney, and City Clerk). Each City Department will designate a staff member to be their POC for any digital media related tasks and information. For those departments with many different functions, at the discretion of the Department head, additional people may be designated to cover their unique function (i.e., Parks and Recreation staff). The designated staff members will be responsible for ensuring the digital media content is current, relevant, and proactive to support the City’s communication strategies.

The City’s Administrative Analyst (Communications) will establish policies for publishing content on the City’s home page for the website (i.e., the primary banner images, graphic links, and NewsFlash), as well as for the City’s Facebook, Twitter, and Instagram accounts.

Online Communications Strategy Media Conclusion
Online communications, and social media, has radically changed the way people discover, consume, and share information. It has also changed their expectations for how their government shares information and engages them in decisions.

The City of Cudahy’s Online Communications Strategy responds to this fundamental shift in society by beginning to transform the way the City is communicating with its stakeholders towards a more balanced approach between traditional and online tools – and it does so within existing resources and through a well thought out and planned approach aimed at maximizing the benefits to the City organization and its stakeholders.

Other Communications Tools
Crisis Response Communications
The City of Cudahy’s actions before, during, and after crisis situations will be determined by the severity of the situation. It may involve all City departments, Los Angeles County, the State of California, the federal government, and other emergency service organizations. The City’s crisis communications plan establishes policies for the effective development, coordination, and dissemination of crisis information to the public, media, City elected officials, and City of Cudahy employees.

The goals of the City’s crisis communications plan are:
• To warn of dangers, their effects, and proper countermeasures • To coordinate the City’s release of public information • To instruct the public on survival and recovery measures • To increase the public’s capability to survive and recover • To control rumors and reassure the public about emergency operations • To train City staff on emergency communications
• To instruct the public on disaster and recovery services and procedures Internal City communications may occur through meetings, phone calls, emails, memos, intranet, and posted notices. External communications may occur through news releases, City website, media interviews, social media, news conferences, memos, and phone calls.

The City of Cudahy’s Crisis Response Team (CRT) consists of the Mayor, City Council members, City Manager, Communications Analyst, and key City staff. Key staff will vary depending on the emergency but will always include the City Manager and Communications Analyst. Each CRT member should have an updated copy of the media guidelines document at their workstation

and home.

By establishing an ongoing relationship with appropriate media outlets, the City of Cudahy will be ready in the event of a crisis to initiate the first media contact, rather than being in a reactive mode. The City must ensure all reporters that information it gives out is accurate and as timely as possible.

Appointing a Spokesperson
To control the flow of information coming from the City, all information must be channeled through a single spokesperson. To ensure that the City is speaking with one voice, no one should be permitted to speak with the media other than the designated spokesperson.

Typically, the spokesperson should be the City Administrative Analyst (Communications). An elected official may serve as the spokesperson. The Administrative Analyst has received specialized media training geared toward crisis situations. The spokesperson should keep the Mayor and City Council members informed as conditions warrant.

The CRT will be formed and called together by the City Manager. The CRT will discuss what each team member can contribute and work closely with emergency personnel. The CRT will also determine if the news media should be contacted and then assess which communications channels should be used.

Any release of information will be done in accordance with state and federal data practices law. You may wish to contact the City Clerk and/or City Attorney office for clarification if needed.

Before speaking with the media, the spokesperson should:
• Be briefed by relevant CRT members on what has happened, what’s being done, and why.
• Anticipate questions that will likely be asked by the media. • Seek legal advice and decide beforehand which questions or issues would be best handled by the City, and which would be best handled in cooperation with legal representatives.
• Work with the CRT to prepare the City’s key messages. • Create messaging that includes just the information that tells the story without including speculation or irrelevant information.
• Be able to speak knowledgeably about the situation, answer questions under pressure, and present information in a calm manner.
• Tell audiences what is known, when it is known, and what steps are being taken. • Understand that statements should be limited to City information only.

If the Emergency Operations Center (EOC) is activated, the City’s Administrative Analyst

(Communications) will function as the City of Cudahy’s Public Information Officer (PIO).

If the EOC is activated, the City may consider holding a news conference to report activation, explain why, announce the PIO, and discuss when reporters can expect the next news conference or press release. Some crises may warrant establishing a Media Center, which is set up away from the EOC. There, news releases should be posted in a visible location, along with a news conference schedule. Extra copies of the news release should be made available and accessible.

The City website and all social media channels are good mechanisms to release accurate, timely information to the public, as well as City employees. Staff who may receive inquiries from residents and the media must be provided with prepared statements and instructed to stick to the message provided and not speculate or give opinions. They should immediately notify the City Manager of the questions they were asked, and about any rumors they may have overheard.

After the crisis is over, the City of Cudahy should tell its key audiences how the issue was resolved. If applicable, report that the EOC has been deactivated and provide media with a contact name and phone number for further inquiries. Keep in mind; it may be necessary to issue a status report well after the situation is over (such as in the event of a earthquake or other disaster).

Print Media Guidelines
The City of Cudahy must be proactive in providing reliable information of concern to residents, employees, the news media, and local businesses.

Goals

The goal of the City of Cudahy’s Print Media Guidelines is to ensure that all City employees and elected officials are familiar with best practices that will guide their interactions with the print news media.

All City officials should aim to have a healthy relationship with the local media and be prepared for effective media interaction so that City of Cudahy residents, business owners, and other stakeholders are equipped with accurate information on City-related all topics covered by the press. Accordingly, the plan will provide guidance on how to inform and empower all stakeholders to become more engaged members of the community.

These topics include:
• City of Cudahy policies, views, and activities
• New developments being proposed for City of Cudahy
• City programs and services
• Ways the City is trying to attract new businesses, residents, and visitors • Situations that could impact the City’s integrity or reputation

Guidelines
• Information provided to the media should reflect the consensus opinion of the City of Cudahy Council or the City administration’s interpretation of the City Council’s policy and should not reflect the personal views of a City employee. • When contacted by the media, employees and elected officials should contact the Administrative Analyst before the interview. Staff will assist with developing key messages for the interview. If this is not possible, the official should contact the Communications Manager shortly following the interview. • Assume that everything said to a reporter is ON the record.

Key tools
• News releases
• Media list (contact information for all reporters and news outlets) • Fact sheets
• City information (maps, demographics, safety records, organizational chart) • Interviews
• Public meetings
• Press conferences
• City correspondence (letters, emails, utility bill inserts, City newsletter) • City website
• Letters to the editor

1 CITY OF CUDAHY

SOCIAL MEDIA POLICY
In the expanding world of electronic communication, social media can mean many things. In general, social media encompasses the various activities that integrate technology, social interaction, and content creation. Through social media, individuals can create web content; organize, edit, or comment on content; and/or combine and share content on their own web site or on someone else's. Social media uses many technologies and forms, including Web feeds, blogs, wikis, photography and video sharing, web logs, online journals or diaries, chat rooms, bulletin boards, affinity web sites, podcasts, social networking, fan sites, mash-ups, and virtual worlds.

This policy is intended to provide guidelines for:
a) The use of social networking and social media on behalf of the City of Cudahy, and b) The personal use of social networking and social media as an employee of the City of Cudahy.

To address the fast-changing landscape of the Internet and the way residents communicate and obtain information online, the City uses social media tools to reach a broader audience. The City encourages the use of social media to further the goals of the City, and to engage the community we serve.

The City also understands that its employees use social media sites to share events in their own lives, and to communicate and discuss their opinions with others, including family, friends, and co-workers. However, the use of social media may present certain risks and therefore carries certain responsibilities. To assist employees in making responsible decisions about their use of social media, the City has established this policy to guide appropriate use of social media.

Employees must never use City electronic communication resources, or work time, for personal social media use. Furthermore, employees may not use City email addresses to register on social networks, blogs, or other online tools utilized for personal use.

A copy of this policy will be made available to all City employees. All employees using social media sites are directed to familiarize themselves with the policy. Employees' use of social media sites for official business is governed by this policy as well as applicable City Rules and Regulations.

THE USE OF SOCIAL MEDIA ON BEHALF OF THE CITY

1. Furthering the City's Mission
Social media platforms offer many advantages - they help us open-up government programs to encourage citizens to participate, strengthen our community, and support a civic culture.

The use of social media platforms allows the City to:
• Expand communication through these networks and distribution systems • Increase transparency of government
• Enable response to problems
Attachment B Page 336 of 344
2 • Listen to the community - enabling us to improve services, programs, practices - and let them know they are being heard
• Provide helpful information.

2. Rules about City Social Media Accounts
• The City's website at www.CityofCudahy.com will remain the City's primary and predominant internet presence.
• No City Department nor individual may establish a City Social Media Site without prior approval from the City Manager.
• Any employee posting to City Social Media Sites or making content changes to the City's website must be authorized to do so by the Administrative Analyst (Communications). • City Social Media Sites should make clear that they are maintained by the City and that they follow this policy.
• All City Social Media Sites shall adhere to applicable federal, state, and local laws, regulations, and policies.
• All City Social Media Sites are subject to the California Public Records Act. Therefore, any content maintained in a Social Media format that is related to city business, including a list of subscribers, posted communication, and communications submitted for posting, may be a public record subject to public disclosure. This requirement may not be changed to exclude social media content.
• The City reserves the right to restrict or remove any content that is deemed in violation of this policy or any applicable law.
• All City Social Media Sites shall contain the "Commenting Notice" and clearly indicate that any content posted is subject to public disclosure. The City reserves the right to restrict or remove any content that is deemed in violation of this policy, the Commenting Notice, or any applicable law as it applies to comments.

3. Originating Posts
Only content that is appropriate for public release, that supports the City's mission, and conforms to all policies regarding the release of information may be posted on any of the City's Social Media Sites. Examples of appropriate content include:
• Announcements
• Requests for participation (e.g., community meetings, recreational events, etc.) • Traffic or road closure information stemming from capital improvements, signal outages, maintenance, etc.
• Press releases
• Recruitment of personnel
• Personnel engaging in job activities
• Community activities that may not be City-sponsored, but are open to the public • Shared information from other local government agencies impacting residents • Public health and safety tips or recommendations from another government agency, e.g., CDC or FBI that are directly relevant to the community. Note: no social media posting should be worded or visually depicted to induce feelings of fear or immediate threat. See "Crisis Communications" for more information
• Pictures taken from within the city that portray a positive, unique, or engaging image of the community or environment

3 • Sharing accolades or awards for City of Cudahy residents or businesses published in local newspapers.

4. Social Media Engagement Guidelines on City Social Media Sites • What you write is ultimately your responsibility. Participation in social computing on behalf of the City is not a right and it therefore needs to be taken seriously and with respect.

When responding, be sure you're the correct person in your department. • It's a conversation. Talk to your readers like you'd talk to real people if they called you at work. Avoid bureaucratic or formal language. Don't be afraid to bring in your own personality but remain professional - don't be combative. • Be open. One of the great benefits of social media is the interaction between us (you) and our customers. Take in ideas. Share relevant feedback and input with relevant colleagues.

When in doubt, talk to your department head.
• Are you adding value? Communication should help our residents, employees, and others in the region. Adding phone numbers, websites, or other resources and points of contact can also be useful.
• Be transparent. Your honesty, or dishonesty, will be quickly noticed in social media environments. When commenting about your work, use your real name, identify that you work for the City, and be clear about your role.
• Be careful of tone. Tone is hard to read online, and people often assume the worst. Aim to be light-hearted and helpful.
• Perception is reality. In online social networks, the lines between public and private, personal and professional are blurred. Just by identifying yourself as a City of Cudahy employee, you are creating perceptions about the City. Be sure all content associated with you is consistent with your work and with the City's values and professional standards. • Be judicious. All statements must be true and not misleading. Strive for accuracy and full disclosure in any post.
• Don't post rumors. Never post information or rumor that you know to be false about the City, City employees, City partners, or City clients.
• Did you screw up? If you make a mistake, admit it. Be upfront and quick with your correction. You may choose to modify an earlier post; just make it clear that you have done so.
• If it gives you pause, hold off. If you're about to publish something that makes you even the slightest bit uncomfortable, stop. Take a minute to review this policy and try to figure out what's bothering you, then fix it. If you're still unsure, check with your department head.

Ultimately, the decision about what you publish is yours, as is the responsibility. So be sure.
• When posting your comments. refrain from posting about controversial or potentially inflammatory subiects, including but not limited to politics, sex, religion, or any other nonbusiness related subjects. Never disclose proprietary or confidential information. • Be wary of "trolling" activity or other negative engagement. If you have offered help and resources to someone expressing a frustration without success, no further engagement is appropriate.

4 • See something. say something. If you are concerned with any threatening or disturbing language or behavior of any kind, do not keep it to yourself. Contact your supervisor or the Los Angeles County Sheriff’s Department immediately. • Follow the rules. Employees who fail to comply with this policy when posting on behalf of the City are subject to disciplinary action, up to and including termination.

5. Use of Images
Credit for images or information externally sourced should be given on the post. Written permission to use a specific, identifiable image of a person, besides a City employee, should be obtained prior to posting when possible.

6. City Websites
City websites offer an opportunity to provide insight and transparency on City operations.

Though City websites may not be as well suited to interaction as a social media account, they remain a critical forum for communication. City websites are the appropriate place for in-depth information, resources, and tools that improve transparency and foster understanding of the City's mission and operations. Content on City websites, though more detailed and abundant, should generally uphold the same guidelines as social media posts: be helpful, responsible, respectful, and transparent.

7. Crisis Communications
In the event of an emergency, all employees with access to City social media accounts should limit messaging to public safety and/or disaster related services instructions. Content should be clear, concise, and instructional. Posts may include those previously published by the Los Angeles County Sheriff’s Department and/or other leading public safety organizations, such as Federal Emergency Management Agency (FEMA), or new content from City departments such as the water utility or other public works-related safety notices. Every effort should be made to cancel previously scheduled posts that are not relevant to public safety.

8. Commenting Notice on City Social Media Accounts
By its nature, social media sites allow for a participatory, interactive experience, with members of these sites being able to comment or respond to information posted on the City's behalf.

The City is committed to serving our community in a civil and unbiased manner. To ensure that this commitment is fulfilled, the City has established this comment notice with regards to comments and content from third parties posted on City Social Media Sites.

Comments containing any of the following inappropriate forms of content shall not be permitted on any City Social Media Sites and are subject to removal and/or restriction:
• Comments not related to the original topic, including random or unintelligible comments; • Profane, obscene, violent, sexual, or pornographic content and/or language; • Content that promotes, fosters, or perpetuates discrimination on the basis of race, creed, color, age, religion, gender, marital status, national origin, status with regard to public assistance, physical or mental disability, or sexual orientation; • Libelous, defamatory, or personal attacks or comments; • Threats of violence or illegal activity to any person or organization; • Comments infringing on copyrighted or trademarked material;

5 • Solicitations of commerce;
• Comments in support of, or in opposition to, any political candidate, campaign, ballot measure, or proposition;
• Encouragement of illegal activity;
• Information that may tend to compromise the safety or security of the general public; • Information revealing private data of any person such as addresses, credit card information, medical information, financial information, social security numbers, etc.; • Comments containing specific or imminent threats; and • Links leading to any of the above inappropriate forms of content.

Comments made by individuals who are not employees of the City are the expressed opinions of those individuals, and the availability of these comments on City Social Media Sites does not imply any endorsement of nor agreement to by the City, nor do these comments necessarily reflect the opinions or policies of the City.

The City reserves the right to deny access to a City social media site to any individual who violates the City's social media policy and/or commenting notice without prior notice, at any time.

Commenting Notice to be posted on all City Social Media Sites:

The City's Social Media Sites are intended to serve as a forum for communication between the public and the City of Cudahy. The City reserves the right to restrict or remove inappropriate comments including those that include obscene language or sexual content, threaten or defame any person or organization, violate intellectual property rights or the legal ownership interest of another party, support or oppose political candidates or ballot propositions, encourage illegal activity, promote commercial services or products, or are not topically related to the particular posting. Comments made by individuals are the expressed opinions of those individuals, and do not necessarily reflect the opinions or policies of the City.

CODE OF CONDUCT & GUIDELINES FOR CITY EMPLOYEES AND PERSONAL

SOCIAL MEDIA ACCOUNTS
The following guidelines apply to City employees when posting to personal sites other than the City's Social Media Sites. Employees who violate this policy may be subject to disciplinary action, up to and including termination.

1. Confidentiality
• Do not discuss privileged or other confidential City information, including preliminary plans, interim strategies, pending or anticipated litigation, or personnel matters.

6 2. Responsibility
• Employees are personally responsible for the content they publish on wikis, blogs, videos, or any other form of social media related to the City's business. Do not post slurs, personal attacks, or threats of harm.
• Don't infringe on copyrights or trademarks. Cite the source of information if it is not your own thought or idea.
• If posting to personal networking or social media sites and speaking about job-related content or about the City, authors can identify themselves as a City employee but should make it clear that you are not speaking on behalf of the City. It's best to use a disclaimer such as "The opinions expressed on the site are my own and do not necessarily reflect the views of the City."
• Many social media sites blur the lines between business and personal. Keep this in mind and make sure to have a balance of information that clarifies the author's professional and personal viewpoints.

3. Respect
• Use common sense when posting on social media sites; remember that what you write is public, may be public for a long time, and may spread to large audiences. Refrain from posting information that you would not want your supervisor or other employees to read or that you would be embarrassed to see in the newspaper or on television. • If you see disrespectful opinions, negative comments, or criticism about yourself or the City and its employees, do not try to have the post removed (unless the post violates this policy or the commenting notice); do not send a reply that may escalate the situation.

4. Other Guidelines and Advice
Use good and ethical judgment. To the extent your social media use impacts City employees and clients, follow City policies and regulations as applicable, including but not limited to those that protect individual privacy rights, anti-discrimination and harassment policies, the antiviolence policy, and other relevant City policies.

Keep in mind that if your conduct adversely affects your job performance or the performance of your co-workers; is detrimental to the mission and function of the City; or otherwise adversely affects members of the public served by the City, people who work on behalf of the City, or the City's legitimate business interests, the City may take disciplinary action against you up to and including termination.

Further, keep in mind that you are more likely to resolve work-related complaints by speaking directly with your co-workers or via other channels such as speaking with the City's Human Resources Department, discussing concerns with your supervisor, or by filing an internal complaint or grievance, if applicable. Nevertheless, if you decide to post complaints or criticism, avoid using statements, photographs, video, or audio that reasonably could be viewed as malicious, obscene, or threatening, or that might constitute harassment or bullying.

Examples of such conduct might include offensive posts that could contribute to a hostile work environment on the basis of race, religious creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or any other status protected by law or City policy. Examples of threatening conduct include posting material that would make a reasonable person afraid for his or her safety or the safety of his or her family.

Blank Page

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
03/07/2023 Page 1 of 2

STAFF REPORT
Date: March 7, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Public Works and Administrative Services Departments Subject: Cudahy Citywide Cleanliness and 2023 Clean-Up Day Events

RECOMMENDATION
The City Council is requested to receive and file the report and provide direction.

ANALYSIS
Within the last months city staff has noticed a significant increment in the volume of trash and especially bulky items placed on Cudahy streets citywide. To address this issue City staff is in close communication and coordination with Republic Services to improve trash collection and bulky items pick up activities citywide. As a result of this close collaboration with Republic Services, a working plan was developed and has been implemented since the beginning of February. The following activities are taking place regarding this matter:
• Republic Services, the city’ssolid waste collection contractor, performs citywide trash and bulky items collection activities once a week on Wednesdays. To monitor these activities Republic Services has submitted a route map and its personnel provide Public Works staff with three updates throughout the day on Wednesdays. In this way, city staff is constantly informed about the progress of trash collection and bulky items pick up activities in the city.
• As an immediate temporary plan, a public works cleaning crew passes through the city on Thursdays and Mondays to assist Republic Services in collecting any bulky items that might be left behind.
• City of Cudahy Clean-Up Day Events – Through the year, the City of Cudahy in coordination with Republic Services host Clean-Up Day events to assist the community with getting rid of junk/ bulky items the proper way. Clean-Up Day events occur every quarter of the year.

The following is the 2023 Cudahy Clean-Up Day Calendar:

Item Number
16J