Cudahy City Council
June 17, 2025

)
collector for services rendered under this Agreement except as specifically provided in this Agreement or in the Ordinances and Resolutions of City. Collector hereby indemnifies, defends and holds harmless City from any and all liability for the payment of any sum or sums which may become due to Collector for the collection or removal of Solid Waste or Recyclable Materials under the terms of this Agreement.
4 .4 .5 ·Collector shall insert with any mailings
that employ envelopes, at Collector's expense, messages·related to Solid Waste management issues .. These messages shall include but are not limited to route maps, pick-up times, collection rules, holidays, recycling updates·, and similar information. The language of.any such messages shall be reviewed and approved by. the City Manager prior to their distribution. Collector shall insert with any mailings that employ envelopes, at City's expense for the incremental cost, mailers describing activities of City not related to Solid Waste management issues. Collector will provide to the City Manager an annual mailing schedule, and not less than sixty (60) days' written notice prior to the mailing date of any proposed mailing, to permit City to make appropriate arrangement for inclusion of City's materials. City Manager will provide Collector any City mail inserts at least five (5) working days prior to the mailing date.

4.5 Late Charges. Collector shall be entitled to
charge each customer late charges for the non-payment of any bill which is unpaid for a period of thirty (30) days from the last day of the month for which the services were rendered. Late charges cannot-be charged for the period of _time for which the services have not yet been rendered but may be assessed thirty (30) days following the rendering of such service, or thirty (30) days beyond the payment date of the billing, whichever is later.

Collector may not impose late charges in excess of the
maximum amount allowed by law on such billings, and may not in any event impose late charges in excess of $10.00 per quarter for eac~ Residential Premises nor more than ten percent for each · period of delinquency on Commercial/industrial Premises.

4.6 Delinguent Accounts. Collector shall make all
reasonable efforts to diligently pursue and collect all_ fees.and charges due Collector for rendering services .... ·111 ·1:he ___ event ·of . delinquency from Commercial/industrial Premises, Collector shall have the right to terminate service. Collector shall also notify ~he owner of the property of the amount of the delinquency, that 1~ the bill remains unpaid for an additional thirty (30) days it will be turned over to City, and of the possibility of tax lien collection.
981205 Cl830-00002 gv 1094531.3 (l) - 33 - Page 315 of 434 )

ARTICLE V

BREACH AND TERMINATION
S.l Default; Notic~.

5.1.1 All terms and specifications of this
Agreement are material and binding, and failure to perform any portion of the work described herein shall be considered a breach · of this Agreement. Subject to the extensions of time set forth in Section 7.8, and to the notice provisions of Section 5.1.2, . failure or delay by either party to perform any term or provision of this Agreement ·constitutes a default under this Agreement.

The party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence and during any period.of curing shall not be in default.

5.1.2 Except as set forth in Section S.4(g),
neither party may exercise any rights or remedies upon a default by the other party, unless and until such default continues for a period of thirty (30) days after written notice thereof from the non-defaulting party. Provided, however, that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure. then the defaulting party shall not be deemed to be in default if it has commenced a cure within the 30-day period and thereafter diligently prosecutes such cure to completion within ninety (90) days after receipt of written notice thereof. The notice of default shall specify the default complained of by the injured party. [See Section 5. 3 .. 1.] ·

5.1.3 Delay in giving-• notice of .de.fault.:shall
not constitute a waiver of any default nor shall it change the time of default. Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, nor deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies.

5.2 Institution of Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement, including but not .limited to injunctive relief, except that there shall be no right to terminate this Agreement except as set forth in Sections 1.4,

3.24.1, 4.3.4, and 5.4 of this Agreement. Both parties recognize and agree that in the event of a breach under the terms of this Agreement by Collector, City may suffer irreparable injury and incalculable damages sufficient to support injunctive relief to enforce the provisions of this Agreement and to enjoin the breach ·thereof.
- 34 -
l
I

5.3 Notice; Response; Resolution; Appeal.

5.3.1 Notice; Response. If the City Manager
determines that Collector's performance pursuant to this Agreement may not be in conformity with the provisions of this Agreement, the Act (including, but not limited to requirements for diversion, source reduction and recycling as to the waste stream subject to this Agreement), or any other applicable federal state or local law or regulation, including but not limited 1 to, the laws governing transfer, storage or disposal of Solid Waste or Hazardous Waste, the City Manager may advise Collector in writing of such suspected deficiencies, specifying the deficiency in reasonable detail (the •Notification of oe.ficiencies"}. The City Manager, in any Notification of Deficiencies, shall set a reasonable time within which Collector is to correct the deficiencies and respond. Unless the
circumstances necessitate correction and response within a shorter period of time, Collector shall correct the deficiencies to the satisfaction of the City Manager and respond to the Notification of Deficiencies within thirty {30) days from the effective date of the Notice pursuant to Section 1.2.3.

Collector may request additional time to correct deficiencies; City shall not unreasonably deny any such request. The parties understand and agree that the Notification of Deficiencies described in this Section 5.3.1 constitutes the •notice of default" required of City by Section 5.1.2.

5.3.2 Review by City Manager: Notice of Appeal.
(a) The City Manager shall review any
written response from Collector and decide the matter or refer the matter to the City council for consideration pursuant to - 5.2.3. If the City Manager's decision is adverse to Collector, the City Manager may order remedial actions to cure any deficiencies, or invoke any other remedy in accordance with this Agreement and, in the event the City Manager determines that there has been a material breach and that termination is the appropriate remedy, terminate this Agreement. The City Manager shall promptly inform Collector of the City Manager's decision.

In the.event the decision is adverse to Collector, the City Manager shall inform Collector, in writing, of the specific facts fo1;1nd and evidence rel_ied.on, and legal bas~s _in proyisions of this Agreement or other laws for the City Manager's decision and any remedial action taken or ordered. An adverse decision by the City Manager shall be final and binding on Collector unless Collector files a "Notice of Appeal" with the City Clerk (with copies to the City Manager and City _Attorney) within 30 days of receipt of the notification of the adverse decision by the City Manager.
(b} In any "Notice of Appeal" to the City
Council, Collector shall state all its actual contentions and ) include any relevant ·affidavits, documents, photographs and videotapes which Collector may choose to submit. In addition, 911205 ClBl0-00002 av 1094531.3 Ill - 35 - Page 317 of 434 Collector shall include all its legal contentions, citing provisions of this Agreement or other laws to support its contentions.

S.J.3 City Council Hearing. If a matter is
referred by the City Manager to the City Council, or an adverse decision of the City Manager is appealed to the City Council by Collector, the City Council will set the matter for a hearing and act on the matter. If the City Council elects to hear the matter, the City Clerk shall give Collector thirty (30) days written notice of the time and place of the hearing. At the hearing, the City Council shall consider the administrative record, inc1uding the following:
(a) A Staff Report by the City Manager, summarizing the p~oceedings to date and outlining the City Council's options; (b) The City Manager's written
Notification of Deficiencies;
(c) Collector's response to the
Notification of Deficiencies;
. Cd) The City Manager's written
notification to Collector of adverse decision;
(e) Collector's Notice of Appeal to the
City Clerk.

No new legal issues may be raised, or new evidence submitted by Collector at this or at any further point in the proceedings, absent a showing of good cause. Collector's representatives and other interested persons shall have a reasonable opportunity to ~ ~a~. .

5.3.4 City Council Determination. Based on the
administrative record, the Council shall determine by resolution whether the decision or order of the City Manager should be upheld. A tie vote of the City Council shall be regarded as upholding the decision of the City Manager. If, based upon the administrative record, the City Council determines that the performance of Collector is in breach of any term of th~s Agreement or any provision of any applicable federal, state or local statute or regulation, the City Council, in the exercise of its discretion, may order Collector to take remedial actions to cure the breach or impose any other remedy in accordance with this Agreement. Except as set forth in Section 1.4, the City Council may not terminate this Agreement unless it determines that Collector is in material breach of a material term of this Agreement (including but not limited to the provisions of Section

5..:;:4) , .. or. any- ~terial provision .of any applicable federal, •t•te - 36 - Page 318 of 434
)
or local statute or regulation. The decision or order of the City Council shall be final and binding.

5.3.5 Continued Performance by Collector.

Collector's performance under this Agreement is not excused during the period of time prior to a final determination as to whether or not Collector's performance is in material breach of this Agreement, or the time set by City for Collector to discontinue a portion or all of its services pursuant to this Agreement.

5.4 Termination for Cause, City reserves the right to
terminate this Agreement in the event of any of the following:
(a) If Collector practices, or attempts to
practice, any fraud or deceit upon City, or practiced any fraud or deceit or made.any misrepresentations in the negotiations which preceded the execution of this Agreement;
(b) If Collector fails to provide or
maintain in full force and effect, the workers compensation or liability and indemnification coverages as required by this Agreement;
(c) If Collector violates any orders or
rulings of any regulatory body having jurisdiction relative to this Agreement, provided that Collector may contest any such orders or rulings by appropriate proceedings conducted.in good faith, in which case no breach of this Agreement shall be deemed to have occurred un~il a f.inal decision adverse to Collector is entered;
(d) If Collector ceases to provide
collection service as required under this Agreement over all or a substantial portion of the area within the City, for a period of seven (7) days or more, for any reason within the control of Collector;
(e) If Collector fails to make any
p~yments required under this Agreement;
. . ... _ -··. . ... C.~J -~Y ~t}ler act or omission which violates the terms, conditions or requirements of this Agreement and which is not corrected or remedied within the time set in the written notice of the default issued pursuant to Section s.1.2. written notices
any twelve (12)
act or·omission
within the time
(g) If Collector has received three (3)
of default issued pursuant to Section 5.1.2 in
month period, irrespective of whether or not the
set forth in the notice was corrected or remedied
set forth in the notice.
911205 Clll0-00002 av 1094531.3 Ill - 37 - Page 319 of 434

5.5 Liguidated Damages.
s.s.1 All time limits and acts required to be
done by this Agreement are essential elements of the Agreement.

Should Collector fail to perform or complete the work required to be done at the time set forth in this Agreement, it is mutually understood and agreed that the public will necessarily suffer damages and that such damages, from the nature of the default in performance will be extremely difficult and impractical to fix.

City finds, and Collector agrees, that as of the time of the execution of this Agreement, it is impractical, if not
irapos~ible, to reasonably ascertain the extent of damages which will be incurred by City as a result of a material breach by Collector of its obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limit~d to, the fact that: (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) services might be available at substantially lower costs than alternative services, and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate _in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches.: · ---

5. S. 2 Accordingly, the City Council may, in-its
discretion, assess liquidated damages not to exceed the sum of Three Thousand Dollars ($3,000.00) per day, for each calendar day -that service is not provided by Collector in accordance with this Agreement. Also, the City Manager or City Council may assess liquidated damages as set forth in Section 3.19.5.

5.5.3 The actual cost of investigation by the
City Manager of any failure or violation may be assessed in addition to the above schedule of liquidated damages, computed at the then current rate per hour of staff time plus any direct costs. If City equipment-is used to pick· up misses or·respond to complaints, all direct costs plus staff time (including overhead) shall be charged to Collector. · ·

5.5.4 City finds, and Collector acknowledges and
agrees, that the above-described liquidated damages provisions represent a reasonable sum in light of all of the circumstances.

These liquidated damages sums shall be applicable to each calendar day of delay during which Collector has been found by th~ City Council or Ci·ty Manager (as the case may be) to be in · breach ·cf this-Agreement. The amount of the liquidated damages shall be increased by the past year.'s annual percentage December- - 38 - Page 320 of 434
)
)
to-December change in the C.P.I., on each anniversary of this Agreement. If the City Council or City Manager, as the case may be, assess such liquidated damages, the City Manager shall so notify Collector in writing and send a copy of the notice to the City Finance Manager. The City Finance Manager shall thereupon deduct the amount of such liquidated damages from any payment which is due to Collector or which thereafter becomes due.

Collector shall have the right to appeal the City Manager's determination pursuant to the procedures set forth in Section 5.3 for appeal of a decision of the City Manager regarding a notice of default. Any such appeal must be made within ten (10) days after the City Manager has notified Collector of his/her determination to levy liquidated damages.

5.6 Cumulative Rights. City's rights to terminate
this Agreement or to impose liquidated damages are in addition to any other rights of City upon a failure of Collector to perform its obligations under this Agreement.

5.7 City's Additional Remedies. In addition to the
remedies set forth above, if Collector refuses or is unable (including but not limited to for the reasons set forth in Section 7.8) for a period of more than seventy-two (72) hours, to collect, transport and dispose of any or a·ll of the Solid Waste and Recyclable Materials which it is obligated under this Agreement to collect, transport and dispose of and if, as a result thereof, Solid Waste and Recyclable Materials accumulate in City to such an extent, in such a manner, or fo~ such a time that the city Manager finds that such accumulation endangers or menaces the public health, safety or welfare,· then City shall . have the following rights:
(a) The right to license or contract with others
to perform the services otherwise to be performed by Collector hereunder, or to perform such services itself, and to charge Collector for all costs incurred by City as a result thereof; and ·cb) The right, upon twenty-four (24) hours prior written notice to Collector, to temporarily take possession of any or all equipment and facilities of Collector previously used in the·collection, transportation or disposal of Solid Waste or Recyclable Materials under this Agreement, and to use such equipment and facilities to collect and transport the accumulated Solid Waste and Recyclable Materials. City agrees that, in such event, it assumes complete responsibility for the proper and normal use of such equipment and facilities and that it shall immediately relinquish possession to Collector upon receipt of written notice from Collector to the effect that it is able to resume its normal responsibilities under this Agreement. Collector agrees that in such event it will fully cooperate with City to effect such a transfer of possession for City's use, and that City may take temporary possession of and use of the equipment and·facilitte$, incluC,.irig but not limited to Collector's route books and other information or: documents needed tll205 Clll0•00002 gv 10,4Sll,l (JI - 39 - Page 321 of 434 to provide services pursuant to this Section 5.7, without paying Collector any rental or other charge. In the case of equipment not owned by Collector, Collector shall assign to City, to the extent Collector is permitted to do so under the instruments pursuant to which Collector possesses such equipment, the right to possess the equipment. Consistent with this provision, Collector agrees to use its best efforts to obtain in the instruments pursuant to which Collector possesses such equipment, provisions which authorize City to possess such equipment pursuant to this provision.

ARTICLE VI

ASSIGNMENT

6.1 Assignment of Agreement. Collector shall not
assign, sell, subcontract or otherwise delegate authority to perform any portion of this Agreement without the prior express written approval of City. In the event of any assignment duly authorized by City, the assignee shall assume the liability of Collector.

6.2 Transfer of Stock or Interest. No sale, gift, or
transfer of stock or other interest of Collector which would result in a change in Control of Collector (including, for purposes of this Section 6.2, a change in Control of Republic Services, Inc.) shall be made without prior written approval of the City Council. Violation of this provision shall be a breach of this Agreement -and grounds for termination by City ·without the 30 day notification requirement of Section 5.1.

6.3 Bankruptcy. If Collector shall at any time during
the term of this Agreement become insolvent, or if proceedings in bankruptcy shall be instituted by or against Collector, or if Collector shall be adjudged bankrupt or insolvent by any court, or if a receiver or trustee in bankruptcy or a receiver of any property of Collector shall be appointed in any suit or proceeding brought by or against Collector, or if Collector shall make an assignment for the benefit of creditors, then and in each and every such case, this Agreement shall immediately cease, terminate, and be canceled upon written notice by City and without the necessity of suit or other proceeding.

6.4 Eligibility for Assignment or Transfer. Collector
acknowledges that it was eligible to be awarded this Agreement because Collector meets certain criteria. Collector agrees and acknowledges that City will not approve an assignment or transfer of ownership to a company failing to meet the same criteria, which are listed below:

6.4.1 The firm must already be providing service
within the surrounding geographical area .. The firm must have an excellent record of performance within its service areas. 981205 Clll0-00002 av 1094531.l Ill - 40 - Page 322 of 434 )

6.4.2 The firm shall be large enough and have
sufficient resources and up-t-o-date equipment to handle the work and meet the requirements of City.

ARTICLB VII

MISCBLLANEOUS

7.1 Independent Contractor. Collector and the agents and employees of Collector in the performance of this Agreement shall act in an independent capacity and not as officers or employees or agents of City.

7.2 construction.
the context may r~quire, the
vice versa and the masculine
neuter and vice versa.

As used in this Agreement, and as
singular includes the plural and
gender includes the feminine and

7.3 Calendar Days; Working Days. All references in
this Agreement to a number of days in which either party shall have to consent, approve or perform shall mean calendar days unless specifically stated to be "working• days. All references in this Agreement to "working• days shall mean days on which Cudahy City Hall is open for business.

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

7.5 Captions and References. The captions of the
sections and subsections of this Agreement are solely for convenience of reference, and shall be disregarded in the construction and the interpretation of this Agreement.

References herein to a section or subsection are to the sections and subsections of this Agreement.

7.6 Time of the Essence. Time is of the essence with
respect to this Agreement and each and every term and condition hereof.

7.7 No Oral Modifications. This Agreement supersedes all prior proposals, agreements and understandings.between the parties and may not be changed or terminated orally, and no change or termination of, or attempt to waive, any of the provisions hereof shall be binding unless in writing and signed by the parties against whom the same is sought to be enforced.

7.8 Force Majeure. Collector shall not be in default
under this Agreement in the.event that the collection,
transportation.and./or· dispoi:ial services·· are ·temporarily. interrupted for any of the following reasons: work stoppage; 911205 Cll30-00002 qv 1094531.3 131 - 41 - Page 323 of 434 riots; war or national emergency declared by the President or Congress and affecting the City of CUdahy; civil disturbance; explosion; natural disasters such as floods, earthquakes, landslides and fires; or other catastrophic events which are beyond the reasonable control of Collector; provided, however, that Collector notify City in writing of the nature of the matter constituting the enforced delay within ten (10) days after the occurrence of the enforced delay. •other catastrophic events• does not include the financial inability of Collector to perform or failure of Collector to obtain anY. necessary permits or . licenses from other governmental agencies or the right to use the facilities of any public agency, even where such failure occurs despite the exercise of reasonable diligence by Collector.

Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of time reasonable in light of the enforced delay and shall commence to run from the time of the commencement of the cause.
7~~ Pro.perty Damage. Normal wear and tear from
general vehicular traffic excepted, Collector shall be
responsible for damage to streets, roads and ways in the City or any public property in the City, whether or not paved, resulting from the operation of Collector's vehicles providing Solid Waste and Recyclable Materials collection services within the City.

Any physical damage caused by the negligent or willful acts or omissions of employees of Collector to streets, roads and ways in the City or any public property in the City shall be repaired or replaced by Collector, at ~ollector's sole expense.

7.10 Law to Govern; Venue. The law of the State of
California shall govern this Agreement. In the event of· litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court exclusive venue shall lie in the C~ntral District of California.

1.11 Fees and Gratuities. Neither Collector nor any of
its officers, agents or employees, shall request, solicit, demand or accept, either directly or indirectly, any compensation or gratuity other than as set forth in this Agreement for the collection of Solid Waste and Recyclable Materials otherwise required to be collected under this Agreement. . . .

7.12 Attorney's Fees. In the event that either party
to this Agreement shall commence ~ny legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including actual attorney's fees and costs, including costs of expert witnesses and consultants, discovery costs, and costs on appeal.

7.13 Amendments. No amendment of this Agreement shall
) ~ v~l.id µ1,11••-•--in_.wr.iting duly e~ecuted by _the parties ... 1205 C1130·00002 gv 1094531.3 (3) - 42 - Page 324 of 434 )

7.14 Joint Drafting. Each party has cooperated in the
drafting and preparation of this Agreement with the aid of legal counsel. Hence, in any construction to be made in this Agreement, it shall not be construed against either party.

7.15 Execution in Counterparts. This Agreement may be
executed in counterparts and, when each party has signed and delivered at least one such counterparts, each counterpart shall be deemed an original and all counterparts taken together shall constitute one and the agreement.

Executed the date and year hereinabove stated.

Date:

Date:

ATTEST:

APPROVED AS TO FORM:

Mi!tiltlU::

City Attorney
911205 C1830·00002 gv 1094538.3 131
Consolidated Disposal Service,
L.L.C., a Delaware limited
liability company
Byc::L~ Dave Ault
Executive Director/
Franchise Administration;
Vice President
CITY Of CUDAHY, a California . . n
- 43 - Page 325 of 434
)

EXHIBIT B

MAXIMUM INITIAL RA TES

RESIDENTIAL MONTHLY BASE RATE

SPECIAL RESIDENTIAL SERVICES

ADDITIONAL AUTOMATED SOLID WASTE CONTAINER
TEMPORARY THREE (3) YARD RESIDENTIAL BIN
DEL~ERY, ONB WEEK RENTAL & ONE "DUMP"

CHARGE FOR EACH ADDITIONAL DUMP

SPECIAL BULKY-ITEM CURBSIDE COLLECTION

THREE OR LESS ITEMS AT CURBSIDE

FOUR TO TEN ITEMS AT CURBSIDE
TEMPORARY 40 YARD ROLL-OFF CONTAINER

TEMPORARY IS YARD DEMOLITION CONTAINER
COMMERCIAL RATF.S
THREE (3) YARD COMMERCIAL BIN
1 X SERVICE PER WEEK
2 X SERVICE PER WEEK
3 X SERVICE PER WEEK
4 X SERVICE PER WEEK

S X SERVICE PER WEEK
6 X SERVICE PER WEEK
PERMANENT 40 YARD ROLL-OFF CONTAINER

PERMANENT COMPACTOR CONTAINER
TEMPORARY 40 YARD ROLL-OFF CONTAINER

TEMPORARY IS YARD DEMOLITION CONTAINER
911201 C18l0·00002 'I" 1094Sll.3 (ll
S11.35
$4.SO
$60.00
$20.00
$35.00
$50.00
$315.00
$340.00
$89.SS
$136.59
$183.64
$230.68
$277.73
S324.77
$297.00
$374.00
$315.00
$340.00
. .... ·--~~-- ---- .... . . .. ,. - ... -·----·---•--·-·--· .

13 EXHIBIT “B”

NOTICE TOTERMINATE

1 EXHIBIT “C” COLLECTOR SB 1383 PROPOSAL

SB1383 Compliance
RSG Proposal for SB1383 Amendment
Implementation and Compliance
July 18, 2024

RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page i
Table of Contents
Executive Summary....................................................................................................1 Customer Care .......................................................................................................1 Our Values .............................................................................................................1 Local Leadership with National Support......................................................................3 Sustainability .........................................................................................................4 Safety ................................................................................................................4 Talent ................................................................................................................5 Climate Leadership ..............................................................................................5 Communities.......................................................................................................5 Sustainability as a Platform for Growth ......................................................................5 Renewable Energy ...............................................................................................5 Polymer Centers/Blue Polymer ..............................................................................6 Environmental Services ........................................................................................7 Public Education and Outreach.....................................................................................8 Website .................................................................................................................8 Republic Services App .............................................................................................8 Reference Guides & Collateral...................................................................................8 Welcome Packet .....................................................................................................9 Annual Education Updates........................................................................................9 Oops Tags..............................................................................................................9 Presentations to Schools and Other Community Organizations......................................9 Creating Sustainability Focused Generations ...........................................................9 Public Events........................................................................................................11 Curbing Contamination ..........................................................................................11 Pricing Proposal .......................................................................................................12 Recommendation to Proceed .....................................................................................12

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 1
Executive Summary
Republic Services is the national leader
in environmental services. We currently
partner with more than 2,000
municipalities to deliver essential
services while making meaningful
progress toward your climate action
plans.

Customer Care
Republic Services is so much more than a
traditional hauler of municipal recycling and
waste. By offering differentiated products,
services and experiences to meet our
customers’ wants and needs, we drive
customer loyalty and satisfaction. We
continue to invest in and enhance our
customer-facing technology. We also use
our RISE platform for visibility into our
dispatch and collection operations. This
technology equips our dispatchers with realtime routing information and enhanced data visualization tools. RISE has significantly
increased connectivity with our customers,
offering them the ability to “Track My Truck”
— which further improves productivity and
transforms our overall operations.

We know our customers care about
recycling, and they have demonstrated a
willingness to pay for it. We work with our
municipal partners in transforming recycling
into a more durable, economically
sustainable business model. Recycling is
essential to our sustainability platform, and
we continue to invest in it for the long term.

Most evident is our innovation and
investment to develop the nation’s first
polymer and Blue Polymer centers, which
deliver the production-quality plastic
polymers and olefins to enable true plastic
circularity, with capacity to cover all of our
operations in North America.

Our Values
Republic Services is your low-risk,
best value partner
▪ 30 years continuously serving Cudahy,
CA
▪ Customer-centric ‒ 94% customer
retention
▪ Safer ‒ 33% better safety performance
than industry average over the last
decade
▪ Environmental Responsibility ‒ #15 on
Barron’s 2023 100 Most Sustainable
Companies
▪ The country’s second largest collector of
plastics
Figure 1. Your Low-Risk, Best Value Partner. Republic Services is proud to lead the industry in many key factors that make us a preferred partner for municipal recycling and waste services.

Strengths of our Company Benefits to Municipality

99.9% pickup reliability rate Happy community; fewer calls to city hall 33% better safety performance than industry
average over the last decade
Fewer incidents; safer community streets for
children at play
Simple solutions for your community
recycling and waste needs
Easy access to solutions for the growing
number of waste streams
Recognized as #15 on the 2023 Barron’s list
of 100 Most Sustainable Companies
Peace of mind that your partner is a global
leader in sustainable initiatives
Most advanced, integrated Customer
Resource Centers in the industry
Hundreds of trained agents networked
together nationwide, organized in pods that
focus on your market
Web- and smartphone-based app for easy
access by community residents to relevant
information
Stronger communications and easier alert
and news dissemination
Robust community education and outreach Communities educated on recycling produce less contamination and greater diversion

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 2
Our company culture is anchored in five core
values that guide us as we serve our
customers every day.
▪ Safe – We protect the livelihoods of our
colleagues and our communities.
▪ Committed to Serve – We go above
and beyond to exceed our customers’
expectations.
▪ Environmentally Responsible – We
take action to improve our environment.
▪ Driven – We deliver results the right
way.
▪ Human-Centered – We respect the
dignity and unique potential of every
person.

By adhering to these core values, and
constantly striving to improve on them, we
deliver superior service and lead the
industry as the most sustainable partner for
municipalities.

Figure 2. Five core values guide us as we serve our customers every day.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 3
Local Leadership with National
Support
Our local team is vital to the continued
successful delivery of this contract and its
daily operations. This team’s unique
combination of experience ensures quality
service for the duration of the contract. Our
local and area management teams have
extensive experience operating and
managing waste companies, and they have
longevity in the region. Because of this, we
are proactive in anticipating customers’
needs and adjusting to market changes. We
also implement best practices to continue
improving our operations and customer
service.

General Manager- Jason Bond
Operations Manager- Amias Callender
Maintainace Manager- Robert Deiro
Municipal Manager- Jorge Herrera Avila
Municipal Supervisor- Ruben Martinez
While our local business operation teams are
fully empowered and accountable for
delivering on our commitments, they are
also backed by the support and breadth of
our area and corporate leadership teams.

Together these teams are capable of
amassing expertise and support to respond
to any challenge, even during times of crisis
such as COVID-19 and natural disasters. In
times like this, our area and corporate
teams activate to ensure our people are safe
and assets are operational so we can quickly
return to normal operations. This is a
considerable benefit and risk mitigation to
Cudahy, CA that many other providers in
the industry are unable match.

Figure 3. Local team with a national network. Republic Services delivers essential services and Emergency Response across North America.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 4
Sustainability
The breadth and scope of our sustainability
platform is earning noteworthy recognition.

Our safety program leads the industry. Our
fleet is reducing its carbon impact. And our
landfills generate renewable energy.

We are Sustainability in Action™. We are
guardians of our environment and shoulder
the responsibility of protecting it. We lead
by example, working diligently to decrease
our vehicle emissions, create innovative
landfill technologies, generate and use
renewable energy, and cultivate community
engagement and employee growth
opportunities. We are privileged to serve
millions of customers nationwide.

Republic Services’ multifaceted sustainability
platform revolves around four elements:

Safety, Talent, Climate Leadership and
Communities. These elements form the
foundation of our 2030 Sustainability Goals.

Safety
We prioritize safety above all else. When
people feel safe, they can fully participate in
the daily opportunities available to them.

Republic Services has a consistently low
occurrence of incidents and accidents. We’re
known for our strict focus on safety and
corresponding best-in-industry, multifaceted and well-organized safety program.

We have a 33% better safety performance
than the industry average for the last 10
years based on OSHA recordable data.

Employees, the public and rate payers all
benefit from our dedication to safety. We
have been and will continue striving to be
the safest waste services company in North
America.

Figure 4. Our 2030 Sustainability Goals encompass Safety, Talent, Communities and Climate Leadership.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 5
Talent
Engaged employees are the greatest
indicator of our success. We provide ongoing
job training, growth and development
opportunities for our employees at every
level. We are invested in them and look for
meaningful ways to demonstrate our
appreciation for the hard work and
dedication they show every day. Our
inclusion and diversity efforts help to ensure
everyone can bring their best selves to work
each day.

Republic Services’ local offices are staffed
with a team of nearly 200 professionals who
take personal responsibility for serving
customers with care. We are an industry
leader with a national network, decades of
experience, diversified capabilities and
expertise serving clients of all sizes —
including, proudly, Cudahy, CA.

Climate Leadership
In 2017, Republic Services announced its
Sustainability Platform, and from it, our
2030 Sustainability Goals were born. These
ambitious goals help us do best by our
environment, keep us accountable to
responsible disposal and benchmark our
successes.

Communities
We are dedicated to being a good neighbor
in the communities where we live and work.

This includes investing in customer
engagement, philanthropic giving,
volunteerism, environmentally responsible
infrastructure, and operating in our markets
at the highest standards.

Republic Services’ community engagement
plan is based on the needs of communitybased organizations and civic and business entities in Cudahy, CA. We have a track
record of giving to and spending in Cudahy,
CA.

Sustainability as a Platform
for Growth
Our sustainability efforts include major
investments in our planet’s future. We
actively innovate and drive the industry in
new directions, which will ultimately
transform the ways in which recyclable
materials achieve circularity. We are also
dramatically reducing emissions attributed
to landfills and fleet vehicles. Four relevant
examples of our effort and leadership are
outlined below and directly relate to our
third-party recognition and awards.

Renewable Energy
Our landfills safely and responsibly handle
our customers’ waste. These sites also
provide a lesser-known benefit: renewable
energy production.

When organic waste breaks down in a
landfill, the natural process creates biogas,
which largely consists of methane. We
capture this gas though collection systems
and, for many years, have utilized it to
generate energy. Our legacy landfill gas-toenergy (LFGTE) projects produce electricity for the public utility grid.

Today, demand for renewable energy is
driven by efforts to decarbonize and reduce
emissions, so our focus has shifted to
producing renewable natural gas (RNG).

RNG can be used for a variety of
applications to displace conventional gas
from fossil fuels. As a transportation fuel,
RNG can reduce emissions up to 70%, which
has made it highly valued in the
marketplace.

To help meet this rapidly growing demand,
we recently announced a joint venture with
bp to develop 40 landfill RNG projects across
the U.S. This venture is the nation’s largest
RNG portfolio build-out to date, offering
both environmental and economic
sustainability.

Once fully operational, these projects are
expected to generate approximately 12.5
million MMBtu of RNG annually — equivalent
to the average annual natural gas usage of
nearly 200,000 residential customers in the
United States. We are already engaged in 68
LFGTE projects around the country, and
these additional deployments give us scale
to make a significant, direct climate impact.

Once all 40 projects are operational in 2027,
we anticipate capturing and beneficially
reusing 70% of our total landfill gas and
making significant progress toward our
Renewable Energy goal.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 6
Polymer Centers/Blue Polymer
Plastics circularity has traditionally been a
challenge in the recycling industry. While
many people do their best to recycle, the
lifecycle potential of different recycled
materials is not broadly understood. While
an aluminum can is generally recycled back
into a new can, a water bottle or detergent
jug is more likely to be remade into
products such as textiles, carpet or
construction pipe instead of a new bottle or
jug. These “downcycled” products have few
options for further recycling, so their
lifecycle tends to be finite — not circular.

But demand is growing for recycled plastics
that can be reused in consumer packaging,
and the current supply is not keeping up.

Republic Services wants to keep plastic
packaging in the circular economy.

We have an innovative solution: the
Republic Services Polymer Center, the
nation’s first integrated plastics recycling
facility. The facility is designed to directly
address increasing demand from consumer
brands and packaging manufacturers for
recycled plastic, driving value for recovered
resins and enabling greater circularity.

Our first Polymer Center in Las Vegas
processes plastics from Republic Services’
recycling facilities. More centers are
planned.

Republic Services has entered into a joint
venture with Ravago, a leader in polymer
recycling and distribution, to create Blue
Polymers, a partnership to advance
circularity in the plastics industry. The new
facilities will utilize recycled polyethylene
and polypropylene from Republic Services’
Polymer Centers to create high-quality,
recycled resin for consumer packaging and
other applications. The process will convert
high-density polyethylene and polypropylene
into fully formulated products for use in both
food-grade and non-food-grade sustainable
applications.

Figure 5. Recognition supports our approach. Engaged employees and leadership make Republic Services an employer of choice.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 7
Environmental Services
In May 2022, Republic Services acquired US
Ecology, a leading provider of environmental
solutions offering treatment, recycling and
disposal of hazardous, non-hazardous and
special waste.

This acquisition allows us to provide
customers with the most complete set of
environmental services in the industry.

US Ecology adds a national platform of
difficult-to-replicate assets and talent to
Republic Services, including: nine specialty
waste landfills with five hazardous waste
landfills; 16 RCRA-permitted treatment,
storage and disposal facilities (TSDFs);
seven wastewater treatment facilities; and
more than 100 environmental services field
locations.

Customers with multiple recycling and waste
service needs value the ability to consolidate
services with a single partner that has a
successful track record of safety, compliance
and environmental responsibility.

These important new service capabilities
mean we can now safely and responsibly
manage more of the non-standard waste
collection and processing tasks that are
critical to all municipalities across the
country. Residential customers can enjoy
drop-off or collection programs for
household hazardous waste, electronics,
universal waste or medical sharps.

Commercial and industrial customers can
now expand their collection program to
include vacuum cleanout services, collection
of oils or solvents, or other unique materials
that come from the business or
manufacturing process.

Lastly, municipalities can now enjoy a single
partner that supports cleanups of
abandoned waste, homeless encampments
and drug labs seized by police, as well as
emergency response to spills, remediation
or natural disasters.

For example, the Republic Services team
was at the forefront of cleanup efforts after
an oil spill off Southern California’s coast in
October 2021. A third party’s pipeline had
ruptured, resulting in more than 125,000
gallons of crude oil washing ashore. When
called into service, we quickly mobilized 250
people who supported recovery efforts
including the collection, transport and
disposal of oil-soaked waste.

Figure 6. Emergency Response Services
– We were at the forefront of cleanup efforts
after an oil spill off Southern California’s
coast in October 2021.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 8
Public Education and
Outreach
Public education is critical to
maintaining an efficient and costeffective program for environmental services in your community.

The goal of Republic Services’ public
education and outreach program is to
educate residents on industry trends and
best practices, and the specific programs in
your contract. We do this by engaging
community groups and business
associations, to educate residents and
businesses about the key elements of the
program, including relevant program
changes, and highlighting customer service,
cost, environmental benefits and state
requirements.

Website
The Republic Services website is designed to
be a one-stop resource for current and
potential customers. They will find news
updates, collection information and
educational tools. The educational program
provides in-depth information for both
residential and commercial customers, and
the programs are downloadable and can be
used for outreach and environmental
initiatives.

RepublicServices.com provides in-depth
content specific to residential and
commercial needs. If the customer is
directly billed by Republic Services, they can
also inquire into billing-related questions or
even view and securely pay their bill.

Residential customers will also find
resources for recycling and environmental
needs.

Business pages allow users to login and
view/pay their bills, view billing history, and
schedule pickups. Commercial users will also
find resources on how to responsibly dispose
of electronics waste, hazardous household
material, and other environmentally harmful
materials.

On the main page of RepublicServices.com,
visitors will be able to view a video clip of
recycling education that features our “closed
loop” recycling collection program. This
video can easily be edited to focus on any
new initiatives agreed upon with Cudahy,
CA. Additionally, residents can view a video
on our new Plastics Polymer center featuring
our innovative techniques for creating
plastics circularity.

Republic Services App
Our application for mobile devices can be
used to schedule a pick-up, report a missed
pick-up, receive service notifications, search
additional products and services, and much
more. It can be easily downloaded from the
App Store for Apple users or for Android
users from Google Play.

Reference Guides & Collateral
As part of the initial program
implementation our ongoing education
We develop and maintain a library of
public education programs and
materials that our municipalities can
leverage to drive awareness
▪ Instant access to information via
website and the Republic Services app
▪ Facility tours
▪ School education and take-home
materials
▪ Videos and public service
announcements
▪ Community newsletters
Figure 7. Republic Services’ Website.

RepublicServices.com is a one-stop resource.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 9
efforts, we provide the following materials to
ensure that residents are fully aware of the
services provided by Republic Services and
how to properly use these services.

Welcome Packet
At the commencement of service, Republic
Services will provide an initial information
packet to residents. This packet will contain
information on the services offered and
proper preparation procedures. In addition,
the packet will contain information on
additional services and products offered by
Republic Services as well as a collection day
reminder for their specific location. This
packet will also be made available to new
residents that move into Cudahy, CA.

Annual Education Updates
Republic Services will mail each household
an annual reference guide for collection
services. This reference guide will contain
information on collection services as well as
any updates for acceptable or unacceptable
materials. The reference guide will also
contain information on new products and
services available to residents.

Oops Tags
Oops tags are our first line of education for
residents that have placed unacceptable
items at the curb for collection. Drivers and
route supervisors will leave an oops tag with
the resident if a material cannot be picked
up. Oops tags will provide the reason why
the item was not picked up as well as a
phone number to call for further follow up
information.

Presentations to Schools and
Other Community
Organizations
Republic Services is a well-known friend,
supporter and partner to local schools in
Cudahy, CA. We believe that providing an
environmental education to students will
build a foundation and an appreciation to
preserving and protecting the planet.

Students, in turn, bring this knowledge back
to their families and become catalysts for
promoting sustainable habits at home.

Republic Services provides teachers, staff
and students with training on proper
diversion and disposal practices. We place
significant emphasis on the importance of
recycling as it diverts reusable materials
from being disposed in and allows for a
longer lifespan for local landfills.

We provide education on all aspects of
environmental stewardship including trash,
electricity, water, paper, chemical, and
emissions reductions. Our goal is to
empower students to utilize what they have
learned in their school communities about
environmental sustainability to make a
global impact.

Creating Sustainability Focused
Generations
In order to teach and influence the future
generations in our municipalities, Republic
Services will engage school administrators,
faculty, staff and students in efforts to drive
public education in the scholls. Once
enrolled, the entire school community will
Figure 8. Online Options. About 2.6 customers
use Republic Services online and app-based
solutions to instantly access important
information on services.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 10
receive specialized education based on that
group’s role in promoting recycling.

Republic Services will include the following
elements when addressing the education
and training needs of each community
member:

1.) Communication and Feedback
Republic Services will communicate the
availability of educational resources to each
school’s administrators through a variety of
outlets prior to the opening of school each
fall. In addition, a recycling representative
will follow up and respond to school/teacher
requests for educational materials,
resources, and presentations throughout the
year.

2.) Logistical Training
Republic Services will meet with
administrators, faculty, facilities personnel,
and parents (through PTA meetings and
other means) initially, and as needed, to
establish and provide training on internal
materials capture systems. We will provide
educational curriculum and program how-to
information in a fun format, such as
storytelling, recycling relays, competitions,
waste audits and videos. Educational
curriculum, activities and presentations are
geared toward grade level/age groups.

3.) Recycling Champions
Republic Services will work with all schools
within the district to identify a recycling
champion within each school who will act as
the school’s recycling coordinator. This
coordinator will monitor faculty, staff and
administrators for optimal, proper recycling
program participation, knowledge, and
utilization of educational resources provided
by Republic Services and other sources.

They will also communicate recycling
program results to students and staff.

4.) District Recycling Committee
Republic Services proposes that the school
district recycling committee be comprised of
the identified recycling champions named in
item 3 above and headed by a district
administrator and a Republic Services
recycling representative. The recycling
committee will meet according to need and
district preference until recycling programs
are functional in all schools.

5.) Recycling Education
All educational materials will be provided in
the primary languages represented in the
student body of the district and can be
found at RecyclingSimplified.com
Republic Services involvement with local
schools goes beyond how we can help with
environmental education; we also believe in
supporting students at all levels. For
example, we provide educational and safety
programs at local schools featuring
characters such as Recycling Rosie, Garbage
Gus and Driver Mike.

The presentation is interactive and features
information on how to recycle and teaches
children how to be safe around collection
vehicles. Children receive a complimentary
coloring book that reinforces the safety
message. At the end of the presentation,
children are escorted out to the parking lot,
where a Republic Services truck and driver
are on hand so that children can sit in the
cab, view the controls, and ask the driver
questions.

Republic Services also encourages an annual
recycling contest among local elementary
schools. Each school is challenged to reduce
waste, recycle more, and separate their food
scraps for composting. Schools will compete
for the greatest year-over-year diversion
results (measured Fall through early
Figure 9. Engaging kids through schools. We
believe that providing an environmental
education to students will build a foundation and
an appreciation to preserving and
protecting the planet.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 11
Spring). The winning school is rewarded
with an all-expenses paid recycling fair that
will feature multiple activity stations
including recycled art projects, an
opportunity to view the inside of a recycling
collection truck, and products made from
recycled materials.

In addition to providing a unique and
comprehensive school outreach program,
Republic Services plans to reach out to
various community organizations such as
the Chamber of Commerce, Rotary, business
associations and other appropriate groups to
provide detailed recycling outreach
education and offer tools and support for
successful programs.

Public Events
Republic Services will be a true leader in
Cudahy, CA, not only because of our
dedication to excellence in service, but
because we are a proud community partner.

We participate in numerous community
events on an annual basis and propose to
build on these existing efforts by partnering
with Cudahy, CA.to develop and launch a
sustainability-themed outreach schedule for
public events.

The program would involve creating a family
of “green” recycling-specific educational
hand-outs, and a common, customizable
booth design that could be used at local
street fairs, art festivals and concerts.

Republic Services will not only continue to
provide service and assistance to community
events, we will also work with event
planners to bring additional value. This
would include upfront planning for logistics
detail, such as placement of dumpsters,
providing a full contingent of dumpsters at
each collection point with clear messaging to
encourage recycling participation, clean up
services, sponsorships and educational
materials.

We see this as an opportunity to engage
with the community to become even
stronger and more vibrant. Cudahy, CA can
count on Republic Services to be a true
corporate citizen and community partner in
greening the Cudahy, CA service area and
educating residents and businesses every
step of the way.

Curbing Contamination
The best way to reduce contamination is at
the source, with both restricted access lids
and spot checks.

Our drivers are well trained to check for and
document contamination every time they
service a cart or dumpster. The driver can
then remotely update the account to reflect
the contamination note, allowing our
dedicated staff to notify the customer and
offer one-on-one assistance. We work
closely with each customer to develop a
solution to their contamination problem. We
can also provide resources to the city they
can share with residents and property staff.

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 12
Pricing Proposal
Previously, Republic Services has provided
pricing to do a full waiver review on behalf
of the City of Cudahy.

We proposed this with promptness as the
priority and with our partnership we propose
the faster option to be the less expensive
option.
25 days to complete- $24,977.00
50 Days to complete- $29,415.71
As for Hauling and an Amendment we have
the following rate structure.

Residential- $32.92/month
Commercial - $463.53/Month
Each rate now includes trash, recycling and
organics services and be the largest step
towards full compliance with the state.

As we mentioned on our meeting, this rate
assumes 90% participation (10% waivers)
and continuing the CPI language as current.
(90% CPI-All Urban with disposal
component).

Recommendation to
Proceed
Our recommendation would be to start the
waiver process and simultaneously start an
amendment to work through. Either we can
provide that or if you have a draft
agreement, we’d be happy to start there.

Since it will be difficult to nail our
assumptions until we know the full impact of
waivers, we recommend negotiating and
finalizing the cost sheet as the last piece.

Additional Options to
Consider
After careful consideration Republic Services
have come up with two alternative proposals
that achieve the same compliance objectives
with different pricing and a simplified annual
increase methodology. These options in
addition to the original shall present three
paths forward for consideration.

Both proposals below assume set pricing for
the years outlined below and there after
would increase by 100% CPI- Water, Sewer,
Trash with no disposal pass through
component. This simplifies the methodology
and the increase trend closer in line with our
cost increases. In a separate attachment,
we have included 2016-Current for that
proposed index.

First Alterative- 7 Years
Fixed pricing for first two years then CPIWST thereafter.

Year 1 Residential- $29.93
Year 2 Residential- $32.92
Year 1 Commercial- $421.39
Year 2 Commercial- $463.53

SB1383 Compliance
RSG Proposal for SB1383
Amendment Implementation
and Compliance
Competition Sensitive Page 13
Second Alternative- 10 years (3-year
extension)
Fixed pricing for 3 years with CPI WST
thereafter.

Year 1 Residential- $29.93
Year 2 Residential- $31.40
Year 3 Residential- $32.94
Year 1 Commercial- $421.39
Year 2 Commercial- $442.04
Year 3 Commercial- $463.70
Looking forward to discussions with the City
of Cudahy, we appreciate the partnership
Republic Services has with the city.

Amendment No. 1 to
Agreement for Solid Waste and Recyclable Materials Collection Services By and Between
City of Cudahy, a Municipal Corporation,
and
Consolidated Disposal Service, LLC, a Delaware Limited Liability Company
Amendment No. 1 to Agreement for Solid Waste
and Recyclable Materials Collection Services

Attachment B Page 347 of 434
This Amendment No. 1 to the Agreement for Solid Waste and Recyclable Materials Collection Services ("Amendment") is entered into as of this 16 day of April, 2012 by and between the City of Cudahy, a municipal corporation organized and operating under the laws of the State of California (''City"), and Consolidated Disposal Service, LLC, a Delaware Limited Liability Company ("Collector"), collectively "the Parties", as follows:

RECITALS
This Amendment is entered into on the basis of the following facts and understandings of the Parties hereto:

A Whereas, the Parties entered into the Agreement for Solid Waste and Recyclable Materials Collection Services ("Agreement") effective December 15, 1998; and
B. Whereas, the City and Collector have undertaken to reconcile all accounts between City and Collector for the period January 1, 2001 to and including the date of this Amendment, under the terms of the Franchise Agreement and the City's Municipal Code; and
C. Whereas, the Parties by this Amendment desire to memorialize the reconciliation of accounts and establish that as of the date of this amendment, Collector is in compliance with all terms and conditions of the Franchise Agreement.

NOW THEREFORE, the Parties do agree and amend the Franchise Agreement as follows:

AGREEMENT

1. Pursuant to the reconciliation of Franchise Agreement and City Municipal Code accounts, and further in consideration of the promises and covenants set forth herein, Collector shall remit to City the total sum of One Million Dollars ($1,000,000.00) within 30 days of the date of the City Council's approval and execution of this Amendment, which Amendment No. 1 to Agreement for Solid Waste
and Recyclable Materials Collection Services

represents the full and final accounting of all monies which City and Collector now agree and establish are due and owing to City under the terms of the City's Municipal Code, the Franchise Agreement, and the terms and conditions of this Amendment.

2. CDS will freeze the residential rates in effect as of July 1, 2012 in the City of Cudahy for a period of 30 months, through and including December 31, 2014.

3. The City shall not take any action with respect to, or give any notice of termination of, the automatic renewal provisions in section 1.4 of the Franchise Agreement for a period of 30 months, through and including December 31, 2014.

4. In consideration of the covenants and payment set forth herein, including the payment set forth in paragraph 1 above, CDS and the City mutually agree to unconditionally release and forever discharge each other, together with their respective officers, council members, managers, board members, agents and employees from any and all claims or causes of action of any kind, including claims pertaining to the City's Municipal Code, for breach, default or other non-compliance with the Franchise Agreement and the City's Municipal Code and City ordinances of any kind or nature or effect for the period prior to and up to the date of the amendment to the Franchise Agreement.

5. Because the reconciliation of accounts has covered a lengthy period from January 1, 2011 to the date of the Amendment, the Parties agree to include the following waiver provided for in Civil Code section 1542 as part of the mutual release and discharge of claims provided for in this Amendment:

Waiver of Civil Code section 1542. The Parties understand that it is possible that an unknown injury, damage, diminution or loss, action suit, lien theory of recovery, lawsuit, claim or cause of action may exist which if known by the Parties would have materially affected their decision to release and discharge each other as set forth herein. The Parties expressly acknowledge that they took that possibility into account in determining the consideration accepted for entering into this Amendment No. 1 to Agreement for Solid Waste
and Recyclable Materials Collection Services

Agreement and they expressly waive California Civil Code section 1542.

California Civil Code section 1542 provides:
"A general release does not extend to claims which
the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with
the debtor."

6. City and Collector agree and affirm that as of the date of this amendment, Collector is in compliance with all terms and conditions of the Franchise Agreement.

7. All other terms and conditions of the Franchise Agreement to remain in full force and effect.

8. Each Party has cooperated in the drafting and preparation of this Amendment to the Franchise Agreement with the aid of legal counsel of its choosing. Hence, in any construction or interpretation of this Amendment, the provisions may not be construed against either party based on that party preparing and/ or drafting the Amendment.

9. This Amendment supersedes any and all prior proposals, agreements and understandings between the Parties, and may not be changed or modified or waived in any way except by a subsequent writing signed by both Parties.

10. The Recitals set forth above are a material element of this Amendment and are incorporated in the Amendment by reference as though fully set forth.

11. This Amendment may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed and original and all counterparts taken together shall constitute the Amendment as one.

Amendment No. 1 to Agreement for Solid Waste
and Recyclable Materials Collection Services

Date: April~ 2012
ATTEST:

APPROVED AS TO FORM:

Date: April_, 2012
CITY OF CUDAHY, A California Municipal
Corporation
David M. Silva, Mayor

CONSOLIDATED DISPOSAL SERVICE, LLC,
a Delaware Limited Liability Company
Area President
Amendment No. 1 to Agreement for Solid Waste
and Recyclable Materials Collection Services

counterpart shall be deemed and original and all counterparts taken together shall constitute the Amendment as one.

Date: April _., 2012 CITY OF CUDAHY, A California Municipal Corporation
Mayor, City of Cudahy
ATTEST:

City Clerk
APPROVED AS TO FORM:

Rick Olivarez
Olivarez, Gallagher and Padilla, P.C.

City Attorney
Date: April_, 2012 CONSOLIDATED DISPOSAL SERVICE, LLC,
a Delaware Limited Liability Company
Amendment No. 1 to Agreement for Solid Waste
and Recyclable Materials Collection Services

AMENDMENT NO. 2 TO

AGREEMENT FOR SOLID WASTE AND RECYCLABLE MATERIALS COLLECTION

SERVICES BY AND BETWEEN THE CITY OF CUDAHY, A MUNICIPAL CORPORATION, AND CONSOLIDATED DISPOSAL SERVICE, L.L.C., A DELAWARE LIMITED LIABILITY

COMPANY
This Amendment No. 2 ("Second Amendment") to Agreement for Solid Waste and Recyclable Materials Collection Services is made and entered into, effective December 1, 2020, by and between the CITY OF CUDAHY, a municipal corporation organized and existing under the laws of the State of California ("City") and CONSOLIDATED DISPOSAL SERVICE L.L.C., dba Republic Services, a Delaware limited liability company ("Collector"), collectively "the Parties", as follows:

RECITALS
This Second Amendment is entered into on the basis of the following facts and understandings of the Parties hereto:

WHEREAS, the City and Collector entered into an Agreement Between the City of Cudahy and Consolidated Disposal Service, L.L.C. for Solid Waste and Recyclable Materials Collection Services ("Agreement") commencing January 1, 1999, which was amended April 16, 2012 (Amendment No. 1); and
WHEREAS, Assembly Bill (AB) 341 (mandatory commercial recycling), and AB 1826 (mandatory commercial organics recycling), which came into effect after the City and Collector entered into the Agreement and after Amendment No. 1, require specific commercial recycling and organic collection services that are not addressed in the Agreement or Amendment No. 1; and WHEREAS, it is the City's expectation that the Collector will continue to provide all current services and will additionally provide required AB 341 and AB 1826 recycling and organic waste collection services so that the City is in compliance with the collection requirements of AB 341 and AB 1826; and WHEREAS, the Collector has provided the City with a Revised Proposal that provides for an AB 341 Commercial Recycling Program and AB 1826 Organics Recycling Program dated June 26, 2020.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Collector do hereby agree as follows:

RECITALS. The foregoing Recitals are true and correct and are a material element of this Second Amendment and are hereby incorporated by reference.

1.0 Amendment to Article II (Definitions). The following definitions are added to Article II — Definitions:

2.1.20 "Solid Waste" will mean all putrescible and nonputrescible solid and semisolid wastes, generated in or upon, related to the occupancy of, remaining in or emanating from, residential premises or commercial/ industrial premises, including, but not limited to, garbage, trash, refuse, paper, rubbish, ashes, industrial wastes, Construction and Demolition Wastes, discarded home and industrial appliances, manure, vegetable or animal solid or semisolid wastes, and other solid and semisolid wastes, as defined in Public Resources Code Section 49503, excluding liquid wastes and abandoned vehicles; provided, however, that "solid waste" will not include hazardous waste.

2.1.21 "Recyclable Materials" will include empty, clean, and dry materials such as non-laminated office paper, newspaper, envelopes, junk mail, phone books, brochures, magazines, catalogs, cardboard, file

Attachment C Page 353 of 434
folders, poster board, shipping boxes, non-waxed frozen food boxes cardboard boxes, milk cartons, plastic water bottles, soda bottles, and detergent/shampoo containers, aluminum beverage cans, food cans, steel food containers, glass bottles (clear, green and brown), and glass jars. Recyclable materials do not include plastic bags, film or wrap, aerosol cans, aluminum foil, batteries, food waste, foodsoiled pizza boxes, electronic waste, mirrors or ceramics, paint, pesticides, medication, Styrofoam, tissue, paper towels and napkins, syringes and needles, fluorescent light bulbs, computer and electronics, hazardous waste, and paint.

2.1.22 "Green Waste" or "Yard Waste" will mean leaves, grass clippings, brush, branches, and other forms of organic materials generated from landscapes or gardens, separated from Solid Waste.

2.1.23 "Food Waste" means: (i) kitchen and table food scraps; (ii) animal or vegetable waste that is generated during or results from the storage, preparation, cooking or handling of food stuffs; (iii) discarded paper that is contaminated with such waste; and (iv) fruit waste, grain waste, dairy waste, meat, and fish waste that has been source separated from other Solid Waste.

2.1.23 "Organic Waste" means food waste, green waste, landscape and pruning waste, nonhazardous and untreated wood waste, and food-soiled paper waste that is mixed in with food waste as set forth in Public Resources Code Section 42649.8(c).

2.1.26 "Construction and Demolition Waste" includes without limitation Solid Waste, such as building materials; and packaging and rubble resulting from construction, remodeling, repair and demolition operations on pavements, houses, commercial buildings, and other structures.

2.0 Amendment to Section 3.7 Collection From Multi-Unit Residential Buildings. Section 3.7 Collection From Multi-Unit Residential Buildings is eliminated in its entirely and replaced with the following:

3.7 Collection From Multi-Unit Residential Buildings.

3.7.1 Solid Waste Collection Services. Collector will provide no less than weekly collection of Solid Waste from all Multi-Unit Residential Buildings. Collector shall make arrangements with each Multi-Unit Residential Building concerning the size of solid waste container(s) and frequency of collection.

3.7.2 Yard Waste Collection Services. Collector will provide all Multi-Unit Residential Buildings that have been identified by the Collector as generating Yard Waste one (1) 96 gallon Yard Waste cart to be serviced one time per week on Wednesday, or other day as agreed to in writing between the City and Collector. Additional Yard Waste carts will be provided upon request at the rates set forth in Exhibit A.

3.7.3 Recyclable Material Collection Services. Collector will provide all Multi-Unit Residential Buildings with one (1) 96-gallon cart for the collection of Recycled Materials to be serviced one time per week on Wednesday, or other day as agreed to in writing between the City and Collector.

Additional carts or containers will be available at an additional cost.

3.7.4 Cleanup of Waste Enclosures or Overflowing Bins
Collector shall exercise all reasonable care and diligence in collecting Solid Waste and Recyclable Materials, and clean out all overflowing enclosures and/or bins at the rates set forth in Exhibit A. If the situation dictates and with notification to the City, Collector may increase the service level and charge the customer per the applicable rates.

3.0 Amendment to Section 3.8 Collection From Commercial / Industrial Premises.

Section 3.8 Collection From Commercial / Industrial Premises is eliminated in its entirely and replaced with the following:

3.8 Collection From Commercial/Industrial Premises.

3.8.1 Solid Waste Collection Services. Collector will provide no less than weekly collection of Solid Waste from all Commercial/Industrial Premises. Collector shall make arrangements with each Commercial/Industrial customer concerning the size of solid waste container(s) and frequency of collection.

3.8.2 Organic Waste Collection Services. Collector will provide Organic Waste collection service to those Commercial/Industrial premises which are required by state law AB 1826 to receive Organic Waste collection service. The Collector and Commercial/Industrial customer will agree upon the cart(s)/container(s) size and frequency of collection. Collector will charge the Commercial/Industrial customer the rates listed in Exhibit A.

3.8.3 Recyclable Material Collection Services. Collector will provide all Commercial/Industrial customers subject to AB 341 with one (1) 96-gallon cart for the collection of Recyclable Material to be serviced one time per week on Wednesday, or other day as agreed to in writing between the City and Collector. Customer is responsible for rolling carts to a curbside location for collection service by Collector. Additional carts or containers will be available at an additional cost.

4.0 Amendment to Section 3.13 Community Education and Information: Press Releases, etc.

The following new subsections are added to Section 3.13 - Community Education and Information: Press.

3.13.3 AB 341 and AB 1826 Education and Outreach. Collector will provide public education and outreach for compliance with AB 341 and AB 1826, with review and approval of educational materials by the City, and in both English and Spanish languages.

5.0 Amendment to Section 3.14 Solid Waste Disposal; Processing of Recyclable Materials.

Subsections 3.14.3 and 3.14.4 are eliminated in their entirety and replaced with the following terms. In addition, the following Section 3.14.5 is added to Section 3.14.

3.14.3 Recyclable Materials. Recyclable Materials collected from Commercial/ Industrial Premises and, Multi-Unit Residential Buildings shall be transferred to a Material Recovery Facility (MRF) which is properly permitted in compliance with applicable federal, state and local laws and regulations.

3.14.4 Source Separated Green Waste. Collector shall deliver all source separated Green Waste to a properly permitted processing, land disposition, composting or alternative fuel facility such that the City receives any available credit for use in calculating its Diversion Rate as a result of the Green Waste being diverted from disposal at a landfill or transformation facility.

3.14.5 Source Separated Food Waste. Collector shall deliver all source separated Food Waste to a properly permitted processing, composting or alternative fuel facility such that the City receives any available credit for use in calculating its Diversion Rate as a result of the Food Waste being diverted from disposal at a landfill or transformation facility.

6.0 Amendment to Section 3.22 Records and Reports. The following new subsections are added to Section 3.22 — Records and Reports.

3.22.6 Additional Reporting. Collector will furnish City will any additional reports and information as may be reasonably required, such reports to be prepared within a reasonable time following the reporting period.

7.0 Amendment to Article III Solid Waste and Recyclable Materials Handling Services The following new sections are added to Article III — Solid Waste and Recyclable Materials Handling Services:

3.31 Collection Services.

Collector is responsible for furnishing the labor and equipment necessary to provide the, Multi-Unit Residential Building, and Commercial/Industrial Solid Waste, Green Waste, Food Waste and Recyclable Materials collection services required under the Agreement. This provision does not alter Collector's ability to charge for the services described in Exhibit A.

3.32 AB 341 and AB 1826 Regulatory Exemptions.

The Collector will make commercially reasonable efforts to identify and document any Multi-Unit Residential Building accounts and Commercial/Industrial premises that qualify for an exemption from AB 341 and AB 1826, and report that information to the City.

3.33 Contamination Process.

In occurrences when Recyclable Material is contaminated beyond 10% with Solid Waste or other unacceptable material as determined by Collector, Collector will provide one warning by red-tagging the container, and the contents will be disposed of as Solid Waste. After the first red-tag warning, subsequent occurrences of contaminated containers will result in the container being photographed, the contents being disposed of as Solid Waste, and the customer will be charged a "Contaminated Extra Lift" fee as listed on the rate schedule, Exhibit A.

In occurrences when Food Waste is contaminated beyond 3% with Solid Waste or other unacceptable material as determined by Collector, Collector will provide one warning by red-tagging the container and the contents will be disposed of as Solid Waste. After the first red-tag warning, subsequent occurrences of contaminated containers will result in the container being photographed, the contents being disposed of as Solid Waste, and the customer will be charged a "Contaminated Extra Lift" fee as listed on the rate schedule, Exhibit A.

In occurrences when Green Waste is contaminated beyond 1% with Solid Waste or other unacceptable material as determined by Collector, Collector will provide one warning by red-tagging the container and the contents will be disposed of as Solid Waste. After the first red-tag warning, subsequent occurrences of contaminated containers will result in the container being photographed, the contents being disposed of as Solid Waste, and the customer will be charged a "Contaminated Extra Lift" fee as listed on the rate schedule, Exhibit A.

8.0 Amendment to Article IV Rates, Billing and Payment
The following new section is added to Article IV:

4.3.6.1 Collector Compensation. In consideration of the above services and requirements the City's approved solid waste rates for all permanent multifamily unit buildings, commercial, and industrial customers billed by the Collector will be increased by 9.09%. Collector's compensation will continue to be adjusted periodically in accordance with the terms of the Agreement.

9.0 Rates. Exhibit A provides a copy of the City's approved rate schedule and adjusted rates based on the above adjustments to the City's approved rates.

11.0 Compliance. Collector is in compliance with the terms and conditions of the Agreement as of the effective date of this Second Amendment.

12.0 No Other Agreements. Except as expressly provided herein, there are no other or further amendments or other Collector or City agreements or conditions as a prerequisite to approval and implementation of this Second Amendment.

13.0 SB 1383. This Second Amendment does not include programs or requirements regarding SB 1383 or regulations to be promulgated thereunder.

14.0 Proposition 218. If after the effective date of this Second Amendment, City and Collector determine that a proposed rate adjustment which has not been previously approved by City is subject to the notice and hearing requirements of Proposition 218, then Contractor shall timely prepare the required notices, and shall be responsible for the costs of printing and mailing the required notices to comply with the notice and hearing requirements of Proposition 218. Contractor and City shall each bear their own attorneys' fees and costs, including staff costs, incurred in connection with the preparation of the required notices and the conduct of hearings.

15.0 Terms and Conditions. All other terms and conditions of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have executed this Second Amendment to be effective as of the date first written above.

Exhibits:

A Current City Approved Rates and Adjusted Rates

Date: ____ 2020
ATTEST:

APPROVED AS TO FORM:
£ ·/fib
Victor Ponto
Olivarez Madruga Lemieux O'Neill, LLP
City Attorney
Date: 2020 ----
CITY OF CUDAHY, A California Municipal
Corporatio ,
I · (
~ 1
cc / /v

CONSOLIDATED DISPOSAL SERVICE,
LLC, a Delaware Limited Liability Company
"---{d~~ Shannon Clark
General Manager

EXHIBIT A: Current City Approved Rates and Adjusted Rates Services Commercial
Rates as of July 1,
2020
Commercial Permanent Bin Service
Service Type
1 Yard 1x/wk $107.74
1 Yard 2x/wk $165.96
1 Yard 3x/wk $224.17
1 Yard 4x/wk $282.39
1 Yard 5x/wk $340.62
1 Yard 6x/wk $398.83
2 Yard 1x/wk $177.49
2 Yard 2x/wk $289.84
2 Yard 3x/wk $401.90
2 Yard 4x/wk $513.22
2 Yard 5x/wk $625.72
2 Yard 6x/wk $736.57
3 Yard 1x/wk $212.84
3 Yard 2x/wk $324.60
3 Yard 3x/wk $436.42
3 Yard 4x/wk $548.20
3 Yard 5x/wk $660.05
3 Yard 6x/wk $771.79
4 Yard 1x/wk $242.01
4 Yard 2x/wk $375.08
4 Yard 3x/wk $508.19
4 Yard 4x/wk $641.27
4 Yard 5x/wk $774.32
4 Yard 6x/wk $907.44
Extra Pick Up $58.33
Proposed rates for AB
341 and AB 1826
programs
Commercial

9.09%
$117.53
$181.05
$316.19
$438.43
$559.87
$682.60
$803.52
$244.55
$308.06
$371.58
$435.08
$193.62
$264.01
$409.17
$554.38
$699.56
$844.71
$232.19
$354.11
$476.09
$598.03
$720.05
$841.95
$989.93
$63.63
1 '<R~ REPUBLIC' ~~ SERVICES

EXHIBIT A: Current City Approved Rates and Adjusted Rates Services Lock Lids $7.53
Scout/Push Out on commercial bins, per bin per
month $27.43
Over the top / Extra Yards $39.51
Commercial Recycling Perm/Multi-Fam
96 Gallon 1x/wk - First cart no charge for AB 341
businesses and multi family dwellings n/a
96 Gallon 1x/wk - Additional cart n/a
96 Gallon 2x/wk - Additional cart n/a
2 Yard 1x/wk n/a
2 Yard 2x/wk n/a
3 Yard 1x/wk n/a
3 Yard 2x/wk n/a
Contaminated Extra Lift Fee - Applies after 1st
courtesy warning, per occurrence n/a
Scout/Push Out on 96 gal carts - Per cart per week
charge n/a
Scout/Push Out on commercial bins - Per bin per
month $27.43
Commercial Food Waste (Perm)
64 Gallon 2x/wk - First Food Waste cart, 2 x/wk pick
up no charge for AB 1826 businesses n/a
64 Gallon 1x/wk - Additional cart n/a
64 Gallon 2x/wk - Additional cart n/a
2 Yard 1x/wk n/a
2 Yard 2x/wk n/a
$8.21
$43.10
$29.92
$0.00
$52.49
$80.84
$180.12
$180.12
$294.14
$215.99
$294.14
$0.00
$34.99
$53.90
$329.42
$50.00
$15.00
$29.92
2 '<R~ REPUBLIC' ~~ SERVICES
I

EXHIBIT A: Current City Approved Rates and Adjusted Rates Services Contaminated Extra Lift Fee - Applies after 1st
courtesy warning, per occurrence n/a
Scout/Push Out on 64 gal carts - Per cart per week
charge n/a
Scout/Push Out on commercial bins - Per bin per
month $27.43
Commercial Multi-Family Unit
2YD/MFU 3 1x/wk $111.16
2YD/MFU 3 2x/wk $223.51
2YD/MFU 3 3x/wk $335.57
2YD/MFU 3 4x/wk $446.89
2YD/MFU 3 5x/wk $559.39
2YD/MFU 3 6x/wk $670.24
2YD/MFU 4 1x/wk $89.05
2YD/MFU 4 2x/wk $201.40
2YD/MFU 4 3x/wk $313.46
2YD/MFU 4 4x/wk $424.78
2YD/MFU 4 5x/wk $537.28
2YD/MFU 4 6x/wk $648.13
2YD/MFU 5 1x/wk $66.94
2YD/MFU 5 2x/wk $179.29
2YD/MFU 5 3x/wk $291.35
2YD/MFU 5 4x/wk $402.67
2YD/MFU 5 5x/wk $515.17
2YD/MFU 5 6x/wk $626.02
3YD/MFU 3 1x/wk $146.51
3YD/MFU 3 2x/wk $258.27
3YD/MFU 3 3x/wk $370.09
3YD/MFU 3 4x/wk $481.87
$616.27
$737.19
$105.18
$227.75
$349.99
$50.00
$29.92
$127.29
$249.86
$372.10
$493.54
$15.00
Commercial Multi-Family
$205.64
$327.88
$449.32
$572.05
$692.97
$471.43
$594.16
$715.08
$83.07
$165.86
$287.78
$409.76
$531.70
3 '<R~ REPUBLIC' ~~ SERVICES

EXHIBIT A: Current City Approved Rates and Adjusted Rates Services 3YD/MFU 3 5x/wk $593.72
3YD/MFU 3 6x/wk $705.46
3YD/MFU 4 1x/wk $124.40
3YD/MFU 4 2x/wk $236.16
3YD/MFU 4 3x/wk $347.98
3YD/MFU 4 4x/wk $459.76
3YD/MFU 4 5x/wk $571.61
3YD/MFU 4 6x/wk $683.35
3YD/MFU 5 1x/wk $102.29
3YD/MFU 5 2x/wk $214.05
3YD/MFU 5 3x/wk $325.87
3YD/MFU 5 4x/wk $437.65
3YD/MFU 5 5x/wk $549.50
3YD/MFU 5 6x/wk $661.24
3YD/MFU 6 1x/wk $80.18
3YD/MFU 6 2x/wk $191.94
3YD/MFU 6 3x/wk $303.76
3YD/MFU 6 4x/wk $415.54
3YD/MFU 6 5x/wk $527.39
3YD/MFU 6 6x/wk $639.13
Extra Pick Up $58.33
Lock Lids $7.53
Scout/Push Out on commercial bins - Per bin per
month $27.43
Commercial Recycling Perm/Multi-Fam
96 Gallon 1x/wk - First cart no charge for AB 341
businesses and multi family dwellings n/a
96 Gallon 1x/wk - Additional cart n/a
96 Gallon 2x/wk - Additional cart n/a
$653.72
$775.62
$587.39
$709.29
$487.48
$365.54
$143.75
$265.67
$387.65
$753.51
$121.64
$243.56
$509.59
$631.61
$8.21
$609.50
$731.40
$99.53
$221.45
$343.43
$63.63
$465.37
$29.92
$0.00
$80.84
$52.49
4 '<R~ REPUBLIC' ~~ SERVICES

EXHIBIT A: Current City Approved Rates and Adjusted Rates Services 2 Yard 1x/wk n/a
2 Yard 2x/wk n/a
3 Yard 1x/wk n/a
3 Yard 2x/wk n/a
Contaminated Extra Lift Fee - Applies after 1st
courtesy warning, per occurrence n/a
Scout/Push Out on 96 gal carts - Per cart per week
charge n/a
Scout/Push Out on commercial bins - Per bin per
month $27.43
Green Waste (Multi-Family Only)
96 Gallon 1x/wk - First Green Waste cart no charge
for AB 1826 Multi Family Dwellings n/a
96 Gallon 1x/wk - Additional cart n/a
Contaminated Extra Lift Fee - Applies after 1st
courtesy warning, per occurrence n/a
Scout/Push Out on 96 gal carts - Per cart per week
charge n/a
Temp or COD
3 Yard Del/Removal w/ Dump $192.62
3 Yard Extra Dump C.O.D. or Temp Bin $58.33
3 Yard Extra Week w/ Dump $192.62
Additional Services
Bulk Pick Up (1-3 Items) $69.11
Bulk Pick Up (4-10 Items) $98.73
Extra bin exchange $54.87
Over the top / Extra Yards $39.50
$0.00
$48.78
$50.00
$15.00
$29.92
$50.00
$180.12
$294.14
$210.13
$63.63
$210.13
$75.39
$107.70
$59.86
$43.09
$15.00
$215.99
$329.42
5 '<R~ REPUBLIC' ~~ SERVICES

EXHIBIT A: Current City Approved Rates and Adjusted Rates Services Industrial
Rates as of July 1,
2020
Industrial Permanent Service
Service Type
10 Yard Roll Off (w/ 8 Tons) Haul Rate - Del/Removal $819.52 10 Yard Roll Off (w/ 8 Tons) Over Tonnage $65.74
Trip Charge (Dry Run) $140.90
20-40 Yard Roll Off (w/ 6 Tons) Haul Rate - Del/Removal $715.31 20-40 Yard Roll Off (w/ 6 Tons) Over Tonnage $65.74
Trip Charge (Dry Run) $140.90
Compactor (w/ 9 Tons) Haul Rate - Del/Removal $900.70
Compactor (w/ 9 Tons) Over Tonnage $65.74
Trip Charge (Dry Run) $140.90
Industrial Temporary or COD
10 Yard Roll Off (w/ 8 Tons) Haul Rate - Del/Removal $818.80 10 Yard Roll Off (w/ 8 Tons) Over Tonnage $65.74
Trip Charge (Dry Run) $140.90
10 Yard Roll Off (w/ 8 Tons) Daily Rental $28.22
20-40 Yard Roll Off (w/ 6 Tons) Haul Rate - Del/Removal $758.61 20-40 Yard Roll Off (w/ 6 Tons) Over Tonnage $65.74
Trip Charge (Dry Run) $140.90
20-40 Yard Roll Off (w/ 6 Tons) Daily Rental $28.22
Additional Services
Relocate $82.30
Steam Clean $148.15
Delivery Charge $27.43
Proposed rates for AB
341 and AB 1826
programs

9.09%
Industrial
$894.01
$71.72
$153.71
$780.33
$71.72
$153.71
$29.92
$153.71
$30.79
$89.78
$161.62
$71.72
$153.71
$30.79
$827.57
$71.72
$982.57
$71.72
$153.71
$893.23
6 '<R~ REPUBLIC' ~~ SERVICES

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/17/2025

STAFF REPORT
Date: June 17, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Johncito “John” Peraza, Assistant to the City Manager Subject: Adoption of a Proposed Ordinance Amending Chapter 2.44 (Disaster Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code

RECOMMENDATION
The City Council is requested to adopt proposed Ordinance No. 761 by first reading, amending sections 2.44.030 (disaster council membership), 2.44.050 (director and assistant director of emergency services), and 2.44.060 (powers and duties of the director and assistant director of emergency services of chapter 2.44 (disaster council) of title 2 (administration and personnel) of the Cudahy municipal code.

BACKGROUND
On June 4, 1984, the City Council adopted Ordinance No. 329, establishing Chapter 2.44 (Disaster Council) to provide a framework for emergency governance, including the designation of a Director of Emergency Services. Since that time, emergency management standards and accessibility requirements have evolved significantly.

To remain aligned with best practices in emergency preparedness and recovery, the City conducted a review of Chapter 2.44 in consultation with Area E Disaster Management.

ANALYSIS
The proposed amendments to Chapter 2.44 reflect a modernization of the City’s emergency management structure, enhance interdepartmental coordination, and ensure compliance with legal and regulatory standards.

Key updates include the following:
• Expanded Membership of the Disaster Council
Item Number
14G

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/17/2025

The ordinance adds the City Clerk and the Director of Public Works to the Disaster Council. These additions reflect the need for increased interdepartmental coordination during emergencies and better integration of administrative and infrastructure functions into the City’s emergency response system.
• Clarified Appointment of Emergency Services Leadership The updated language clarifies that the City Manager may appoint a designee to serve as the Director of Emergency Services, and that the Assistant Director shall also be appointed by the City Manager. These appointments must be recorded by the City Clerk. • Modernized Duties and Responsibilities
The ordinance outlines new responsibilities to strengthen emergency preparedness efforts. These include:
o Annual training requirements for emergency management personnel; o Submission of an annual emergency preparedness report to the City Council; o Ensuring that emergency operations are inclusive and ADA-compliant; o Delegation authority to City personnel as needed;
o Coordination with local, regional, and state agencies.

These amendments provide the City with a more modern, inclusive, and responsive emergency management structure that can adapt to the challenges of contemporary disaster preparedness and recovery efforts.

CONCLUSION
Based on the foregoing, staff recommends that the City Council approve Ordinance No. 761, amending Chapter 2.44 (Disaster Council) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code.

STRATEGIC PLAN CORRELATION
Goal F. Communication and Outreach

6. Explore opportunities for efficiency through insourcing and outsourcing.

FINANCIAL IMPACT
There will be no current impact to the City’s General Fund.

ATTACHMENTS
A. Ordinance 329 (1984)
B. Draft Ordinance No. 761

Attachment A

ORDINANCE NO. 761

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
CUDAHY, CALIFORNIA, AMENDING SECTIONS 2.44.030
(DISASTER COUNCIL MEMBERSHIP), 2.44.050
(DIRECTOR AND ASSISTANT DIRECTOR OF EMERGENCY
SERVICES), AND 2.44.060 (POWERS AND DUTIES OF THE

DIRECTOR AND ASSISTANT DIRECTOR OF EMERGENCY
SERVICES OF CHAPTER 2.44 (DISASTER COUNCIL) OF
TITLE 2 (ADMINISTRATION AND PERSONNEL) OF THE

CUDAHY MUNICIPAL CODE
WHEREAS, the City of Cudahy (“City”) is a general law city, incorporated under the laws of the State of California (“State”); and
WHEREAS, pursuant to the City’s power, the City may enact and enforce laws within its boundaries which promote the public health, morals, safety, or general welfare of the community, and are not in conflict with the general laws; and WHEREAS, the City is committed to maintaining a modern, inclusive, and effective emergency management structure to protect the health, safety, and welfare of all its residents; and
WHEREAS, the City recognizes the importance of interdepartmental coordination and transparency in emergency preparedness and disaster response; and WHEREAS, on June 17, 2025, the City of Cudahy adopted Ordinance No. 476, establishing Chapter 2.44 Disaster Council; and
WHEREAS, the City Council desires to update Chapter 2.44 of the Cudahy Municipal Code to include additional City officials in the Disaster Council as well as clarify the responsibilities and reporting requirements of emergency services leadership.

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

SECTION 1. The facts set forth in the recital paragraphs above are true and correct and incorporated herein by this reference.

SECTION 2. Section 2.44.030 (Disaster council membership) of Chapter 2.44 (Disaster Council) of Title 2 (Administration and Personnel) to the existing Cudahy Municipal Code shall be amended in its entirety and shall now read as follows:
“The City of Cudahy Disaster Council is hereby created and shall consist of the following:

Attachment A Page 372 of 434
Ordinance No. 761

1. The Mayor, who shall be Chairperson.

2. The Director of Emergency Services, who shall be Vice Chairperson.

3. The Assistant Director of Emergency Services.

4. Such chiefs of emergency services as are provided for in a current emergency plan of this city, adopted pursuant to this chapter.

5. Such representatives of civic, business, labor, veterans, professional, or other organizations having an official emergency responsibility, as may be appointed by the Director with the advice and consent of the City Council.

6. The City Clerk.

7. The Director of Public Works.”
SECTION 3. Section 2.44.050 (Director and assistant director of emergency services) of Chapter 2.44 (Disaster Council) of Title 2 (Administration and Personnel) to the existing Cudahy Municipal Code shall be amended in its entirety and shall now read as follows:

1. There is hereby created the office of Director of Emergency Services. The Director of Emergency Services shall be the City Manager, or a designee appointed by the City Manager.

2. There is hereby created the office of Assistant Director of Emergency Services, who shall be appointed by the City Manager.

3. The City Manager shall submit the name of the individual serving as Director of Emergency Services to the City Clerk, who shall maintain a written record of the appointment on file.”
SECTION 4. Section 2.44.060 (Powers and duties of the director and assistant director of emergency services) of Chapter 2.44 (Disaster Council) of Title 2 (Administration and Personnel) to the existing Cudahy Municipal Code shall be amended to add the following the following subsection 2.44.060:

4. The Director and Assistant Director of Emergency Services shall participate in or designate staff to attend annual emergency preparedness trainings to ensure the City's response remains effective and compliant with current best practices.

5. The Director shall submit an annual report summarizing emergency preparedness activities, training, and updates to emergency protocols to the City Council for review and feedback.

6. The Director of Emergency Services shall ensure that emergency services operations are inclusive and accessible to all residents, including individuals with disabilities, in compliance with the Americans with Disabilities Act (ADA) and other applicable laws.

Ordinance No. 761

7. The Director of Emergency Services shall have the authority to delegate responsibilities to other City personnel, as needed, to ensure effective implementation of the City’s Emergency Operations Plan.

8. The Director of Emergency Services shall be responsible for ensuring coordination and communication with relevant local, regional, and state emergency management agencies to support comprehensive disaster planning and response efforts.”
SECTION 5. 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 6. 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 7. 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 6. Publication and Effective Date. The Mayor shall sign, and the City Clerk shall attest to the passage of this Ordinance. The City Clerk shall cause the same to be published once in the official newspaper within fifteen (15) days after its adoption.

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

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Cudahy this 17th day of June 2025.
______________________________
Elizabeth Alcantar Loza
Mayor

Ordinance No. 761

ATTEST:
____________________________
Richard Iglesias
City Clerk

CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF CUDAHY )
I, Richard Iglesias, Secretary of the City Council of the City of Cudahy, hereby certify that the foregoing Ordinance No. 761 was introduced for a first reading on the 17th day of June 2025 and approved for a second reading and adopted by said Council at its regular meeting held on the ______ day of ________ 2025 by the following vote, to-wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

Richard Iglesias
City Clerk

Ordinance No. 761

EXHIBIT “A”
Code Amendment Summary Redlines

2.44.030 Disaster council membership:

Add:

4. The city clerk.

5. The director of public works.

2.44.050 Director and assistant director of emergency services. (1) There is hereby created the office of director of emergency services. The city manager shall be the director of emergency services.
(2) There is hereby created the office of assistant director of emergency services, who shall be appointed by the director. (Ord. 476 § 8; Ord. 329 § 5. 2002 Code § 2-9.5).

The following is the proposed suggested new language:

1. There is hereby created the office of Director of Emergency Services. The Director of Emergency Services shall be the City Manager, or a designee appointed by the City Manager.

2. There is hereby created the office of Assistant Director of Emergency Services, who shall be appointed by the City Manager.

3. The City Manager shall submit the name of the individual serving as Director of Emergency Services to the City Clerk, who shall maintain a written record of the appointment on file.

2.44.060 Powers and duties of the director and assistant director of emergency services. (1) The director is hereby empowered to: (add):

4. The Director and Assistant Director of Emergency Services shall participate in or designate staff to attend annual emergency preparedness trainings to ensure the city's response remains effective and compliant with current best practices.

5. The Director shall submit an annual report summarizing emergency preparedness activities, training, and updates to emergency protocols shall be submitted by the Director of Emergency Services to the City Council for review and feedback.

6. The Director of Emergency Services shall ensure that emergency services operations are inclusive and accessible to all residents, including individuals with disabilities, in compliance with the Americans with Disabilities Act (ADA) and other applicable laws.

Exhibit "A" Page 377 of 434

7. The Director of Emergency Services shall have the authority to delegate responsibilities to other city personnel, as needed, to ensure effective implementation of the city’s Emergency Operations Plan.

8. The Director of Emergency Services shall be responsible for ensuring coordination and communication with relevant local, regional, and state emergency management agencies to support comprehensive disaster planning and response efforts.

Exhibit "A" Page 378 of 434
“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/17/2025

STAFF REPORT
Date: June 17, 2025
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Johncito “John” Peraza, Assistant to the City Manager Subject: Approval of Second Amendment to Professional Services Agreement with Katherine Godbey for Public Finance Consulting Services

RECOMMENDATION
The City Council is requested to approve the Second Amendment to the Professional Services Agreement with Katherine Godbey for Public Finance Consulting Services.

BACKGROUND
On May 1, 2025, the City of Cudahy entered into a Professional Services Agreement with Katherine Godbey to provide interim public finance consulting services following the departure of the City’s Finance Director.

On June 4, 2025, the City Manager approved the First Amendment to the agreement, increasing the not-to-exceed compensation to $25,000 to support the completion of the FY 2025–26 budget and provide continuity during this transitional period.

As of June 2025, Ms. Godbey has continued to provide critical financial support including oversight of the budget process, coordination with external auditors, and internal departmental stabilization. Her services remain essential while the City continues the recruitment process for a permanent Finance Director.

ANALYSIS
Due to the ongoing vacancy in the Finance Director position and the City’s need for continued financial oversight and support, the services of Katherine Godbey remain essential. Her expertise in municipal finance has proven invaluable during the budget development process and will continue to benefit the City as it prepares for the year-end closeout and upcoming Item Number
14H

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
06/17/2025

audit season.

The proposed Second Amendment will increase the total not-to-exceed compensation by an additional $80,000, bringing the overall agreement total to $105,000. Additionally, the agreement term will be extended through December 31, 2025, ensuring the City has appropriate financial guidance through the remainder of the calendar year.

This amendment provides a cost-effective and timely solution for maintaining continuity in fiscal operations while a full-time Finance Director is recruited and onboarded.

CONCLUSION
If approved, the Second Amendment will allow the City to retain qualified interim financial leadership through the end of 2025 and ensure continuity in fiscal management and reporting responsibilities. The City Manager will execute the amendment in accordance with Council direction.

STRATEGIC PLAN CORRELATION
Goal F. Communication and Outreach

6. Explore opportunities for efficiency through insourcing and outsourcing.

FINANCIAL IMPACT
There will be no current impact to the City’s General Fund due to cost savings from the vacancy in the permanent position of Director of Finance.

ATTACHMENTS
A. Master Agreement
B. First Amendment
C. Draft Proposed Second Amendment

1 2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: PUBLIC FINANCE CONSULTING)
(Parties: Katherine Godbey and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 1
st day of May 2025 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and Katherine Godbey (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 wishes to engage CONSULTANT to provide Public Finance Consulting; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, CONSULTANT further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, this Agreement was approved by the City Manager pursuant to his authority under Section 2.12.030(13) of the Cudahy Municipal Code.

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 of four (4) months or not to exceed 120 working hours, (hereinafter, the “Term”), commencing from the Effective Date.

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 provide 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 381 of 434
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 SERVICES:

A. Time is of the essence for this Agreement and each and every provision contained herein. The Services shall be commenced within three (3); calendar days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”). CONSULTANT shall complete the various tasks identified in the Scope of Services within the timeframes set forth in the Scope of Services and shall complete all of the Services by or before September 21, 2025 (the “Completion Date”);
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents; C. 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; D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.4 COMPENSATION: 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 Fee Schedule attached hereto as Exhibit “B” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of FIFTEEN THOUSAND DOLLARS ($15,000.00) (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-toExceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

3 1.5 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Services are 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, as permitted in the Reimbursement Policy, attached and incorporated herein as Exhibit “C”. 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 Services, 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 Services 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 Services performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

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

4 2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Katherine Godbey, Finance Consultant (hereinafter, “Consultant Representative”) to act as its representative for the performance of this Agreement. Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or Consultant Representative’s designee will supervise and direct the performance of the Services, using his/her best skill and attention, and will be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all Services 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 Services 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 Services skillfully, consistent with and adhering to its professional standard of care, that is, the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality; 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 Services in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state, and local laws and regulations, including the conflict of interest provisions of Government Code §1090 and the Political Reform Act (Government Code §§81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection CONSULTANT’s performance of the 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 Services to be performed under this Agreement as well as any and all schedules of

5 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, notwithstanding Section 5.2(B), 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 Services under the standard of care as articulated under section 2.4(A).

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

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Services will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods, and details of performing the Services subject to the requirements of this

6 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 Services 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 Services 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. Notwithstanding any other CITY, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.

2.7 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 Services 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 Services.

2.8 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 Services. 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.

2.9 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.

7 2.10 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: Before commencing the Services, 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. Professional Liability (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.

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 Services contemplated in this Agreement. (Not required if consultant provides written verification it has no employees)

8 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, and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is a material consideration of this Agreement.

Accordingly, CONSULTANT warrants, represents, and agrees that it will furnish CITY with certificates of insurance and endorsements evidencing the coverage required under this Article on ACORD-25 or 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. Before commencing the Services, CONSULTANT shall provide CITY with all certificates of insurance and endorsements referenced herein. Upon CITY’s written request, CONSULTANT will also provide CITY with copies of all required insurance policies and endorsements.

3.7 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

9 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.

3.8 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. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.

IV.

INDEMNIFICATION

4.1 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

10 applicable workers’ compensation laws.

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

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

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

11 Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

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

12 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 Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; and/or (v) 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

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

14 schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this 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 Services 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., §§3789 et seq. and the California False Claims Act, Government Code §§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:

CITY: CONTRACTOR:

City of Cudahy
City Manager’s Office
Attn: Alfonso Noyola
Cudahy City Hall
5220 Santa Ana St.,
Cudahy, CA 90201
Phone: (323) 773-5143
Katherine Godbey

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.

15 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 Services required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

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

6.8 CONFLICTS OF INTEREST:

A. 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.

B. CONSULTANT may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONSULTANT in a “conflict of interest,” as that term is defined in the C. Political Reform Act, codified at California Government Code §81000 et seq.

D. CONSULTANT shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code §§1090 et seq. CONSULTANT warrants and represents that no owner, principal, partner, officer, or employee of CONSULTANT is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONSULTANT was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONSULTANT warrants that any such individuals did not participate in any

16 manner in the forming of this Agreement. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.

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

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

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

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

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

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

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

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

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for

17 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 FORCE MAJEURE: The deadline for completing the Services may be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the CITY Representative such delay is justified. The CITY Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 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)

5/7/2025

19 EXHIBIT “A”

SCOPE OF WORK
The Consultant will advise and assist the City of Cudahy in implementing financial management strategies, as well as carrying out a wide range of tasks as directed, which may include the following:
o Support the maintenance of the City’s general ledger, including preparation and posting of journal entries and account reconciliations. o Provide oversight and hands-on assistance with financial transactions, including accounts payable, payroll processing, and accounts receivable. o Assist in the preparation and coordination of the City’s annual operating and capital improvement budgets.
o Provide support for budget development, implementation, monitoring, and reporting.
o Offer financial analysis and forecasting to support short and long-term fiscal planning including 5 year forecasting review and updates. o Draft, review, and present financial reports and statements as needed by City staff, Council, or outside agencies.
o Coordinate with external auditors and assist in the preparation and completion of the annual audit.
o Ensure compliance with applicable laws, regulations, policies, and industry best practices.
o Evaluate existing financial systems and internal controls; provide recommendations for process improvements and risk mitigation. o Assist with implementation of financial policy updates, procedural changes, and automation strategies where appropriate.
o Provide consultation to City staff on financial matters, policies, and procedures. o Attend City meetings, including City Council and committee meetings, as requested to offer financial expertise and recommendations. o Respond to inquiries via phone, email, or in person, and maintain open communication with relevant stakeholders.
o Perform other related financial advisory and consulting services as may be mutually agreed upon with the City Manager.
o Perform other duties as an interim finance director.

Work Schedule
The Consultant will serve on an as-needed basis, as mutually agreed upon by the Consultant and the City Manager. The Consultant shall coordinate in advance with the City Manager or designee to schedule work sessions or meetings and is expected to be responsive to City needs and available for consultation.

20 EXHIBIT “B”

FEE SCHEDULE
Consultant shall be compensated at a rate of $125.00 per hour.

This rate excludes travel and lodging expenses, which shall be reimbursed separately by the City in accordance with its approved reimbursement policies and rates set forth in Exhibit “C”, upon submission of supporting documentation and approval by the City Manager.

Total compensation shall not exceed $15,000.00, unless modified by written amendment approved by both parties.

Consultant shall submit monthly invoices for services performed and additional reimbursable expenses. Payment shall be made within 30 days of receipt.

21 EXHIBIT “C”

REIMBURSEMENT POLICY
Consultant Travel to Assigned Work Location
Consultants who use their personal vehicle to travel from their residence to an assigned work location for approved business purposes are eligible for reimbursement of the entire round-trip mileage.

Reimbursement will be provided at the current IRS-approved mileage rate.

Lodging
Lodging must be obtained at the most economical rate available for good quality. In general, hotel accommodation should be for the standard room rate, government room rate, or whichever is less. Only single room rates are authorized for reimbursement. If the lodging receipt shows more than a single occupancy, the single room rate must be noted. Upgrades to accommodations are not covered.

Exclusions
Meals and incidental expenses are not eligible for reimbursement and are not covered under this policy.

Note: All reimbursements are subject to the approval of the City Manager.

22 EXHIBIT “D”
RESUME

1 2025

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: Public Finance Consulting)
(Parties: Katherine Godbey and City of Cudahy)
THIS FIRST AMENDMENT (hereinafter, “Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated May 1, 2025 (hereinafter, the “Master Agreement”), is hereby made and entered into this 4th day of June 2025 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and Katherine Godbey (hereinafter, “CONSULTANT”). For purposes of this Amendment, the capitalized term “Parties” shall be a collective reference to both CITY and CONSULTANT. The capitalized term “Party” may refer to either CITY or CONSULTANT, interchangeably as appropriate.

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

WHEREAS, on May 1, 2025, the Parties executed and entered into the Professional Services Agreement, Exhibit “A”, to provide public finance consulting services (“Services”); and
WHEREAS, the City requires continued Services; and
WHEREAS, continued Services require an amendment to the Master Agreement, specifically an increase of Ten Thousand Dollars ($10,000) to the Not-to-Exceed Sum; and

WHEREAS, the execution of this Amendment was approved by the City Manager pursuant to his authority under Section 2.12.030(13) of the Cudahy Municipal Code.

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

SECTION 1. The Not-to-Exceed Sum as set in section 1.4 of the Master Agreement is hereby increased by an additional TEN THOUSAND ($10,000) for a new Not-to-Exceed Sum of TWENTY-FIVE THOUSAND ($25,000).

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

2 SECTION 3. 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 control, but only in so far as such provisions conflict with the Master Agreement and no further. (SIGNATURES ON NEXT PAGE)

6/12/2025

4 EXHIBIT “A”

MASTER AGREEMENT

1 2025

PROFESSIONAL SERVICES AGREEMENT
(Engagement: PUBLIC FINANCE CONSULTING)
(Parties: Katherine Godbey and City of Cudahy)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 1
st day of May 2025 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and Katherine Godbey (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 wishes to engage CONSULTANT to provide Public Finance Consulting; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, CONSULTANT further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, this Agreement was approved by the City Manager pursuant to his authority under Section 2.12.030(13) of the Cudahy Municipal Code.

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 of four (4) months or not to exceed 120 working hours, (hereinafter, the “Term”), commencing from the Effective Date.

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 provide 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

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 SERVICES:

A. Time is of the essence for this Agreement and each and every provision contained herein. The Services shall be commenced within three (3); calendar days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”). CONSULTANT shall complete the various tasks identified in the Scope of Services within the timeframes set forth in the Scope of Services and shall complete all of the Services by or before September 21, 2025 (the “Completion Date”);
B. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents; C. 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; D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.4 COMPENSATION: 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 Fee Schedule attached hereto as Exhibit “B” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of FIFTEEN THOUSAND DOLLARS ($15,000.00) (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-toExceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

3 1.5 PAYMENT OF COMPENSATION: The Not-to-Exceed Sum will be paid to CONSULTANT in monthly increments as the Services are 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, as permitted in the Reimbursement Policy, attached and incorporated herein as Exhibit “C”. 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 Services, 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 Services 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 Services performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

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

4 2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Katherine Godbey, Finance Consultant (hereinafter, “Consultant Representative”) to act as its representative for the performance of this Agreement. Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or Consultant Representative’s designee will supervise and direct the performance of the Services, using his/her best skill and attention, and will be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all Services 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 Services 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 Services skillfully, consistent with and adhering to its professional standard of care, that is, the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality; 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 Services in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state, and local laws and regulations, including the conflict of interest provisions of Government Code §1090 and the Political Reform Act (Government Code §§81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection CONSULTANT’s performance of the 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 Services to be performed under this Agreement as well as any and all schedules of

5 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, notwithstanding Section 5.2(B), 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 Services under the standard of care as articulated under section 2.4(A).

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

2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Services will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods, and details of performing the Services subject to the requirements of this

6 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 Services 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 Services 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. Notwithstanding any other CITY, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.

2.7 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 Services 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 Services.

2.8 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 Services. 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.

2.9 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.

7 2.10 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: Before commencing the Services, 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. Professional Liability (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.

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 Services contemplated in this Agreement. (Not required if consultant provides written verification it has no employees)

8 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, and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is a material consideration of this Agreement.

Accordingly, CONSULTANT warrants, represents, and agrees that it will furnish CITY with certificates of insurance and endorsements evidencing the coverage required under this Article on ACORD-25 or 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. Before commencing the Services, CONSULTANT shall provide CITY with all certificates of insurance and endorsements referenced herein. Upon CITY’s written request, CONSULTANT will also provide CITY with copies of all required insurance policies and endorsements.

3.7 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

9 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.

3.8 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. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.

IV.

INDEMNIFICATION

4.1 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

10 applicable workers’ compensation laws.

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

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

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

11 Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

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

12 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 Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; and/or (v) 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

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

14 schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this 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 Services 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., §§3789 et seq. and the California False Claims Act, Government Code §§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:

CITY: CONTRACTOR:

City of Cudahy
City Manager’s Office
Attn: Alfonso Noyola
Cudahy City Hall
5220 Santa Ana St.,
Cudahy, CA 90201
Phone: (323) 773-5143

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.

15 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 Services required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

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

6.8 CONFLICTS OF INTEREST:

A. 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.

B. CONSULTANT may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONSULTANT in a “conflict of interest,” as that term is defined in the C. Political Reform Act, codified at California Government Code §81000 et seq.

D. CONSULTANT shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code §§1090 et seq. CONSULTANT warrants and represents that no owner, principal, partner, officer, or employee of CONSULTANT is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONSULTANT was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONSULTANT warrants that any such individuals did not participate in any

16 manner in the forming of this Agreement. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.

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

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

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

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

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

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

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

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

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for

17 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 FORCE MAJEURE: The deadline for completing the Services may be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the CITY Representative such delay is justified. The CITY Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 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)

5/7/2025

19 EXHIBIT “A”

SCOPE OF WORK
The Consultant will advise and assist the City of Cudahy in implementing financial management strategies, as well as carrying out a wide range of tasks as directed, which may include the following:
o Support the maintenance of the City’s general ledger, including preparation and posting of journal entries and account reconciliations. o Provide oversight and hands-on assistance with financial transactions, including accounts payable, payroll processing, and accounts receivable. o Assist in the preparation and coordination of the City’s annual operating and capital improvement budgets.
o Provide support for budget development, implementation, monitoring, and reporting.
o Offer financial analysis and forecasting to support short and long-term fiscal planning including 5 year forecasting review and updates. o Draft, review, and present financial reports and statements as needed by City staff, Council, or outside agencies.
o Coordinate with external auditors and assist in the preparation and completion of the annual audit.
o Ensure compliance with applicable laws, regulations, policies, and industry best practices.
o Evaluate existing financial systems and internal controls; provide recommendations for process improvements and risk mitigation. o Assist with implementation of financial policy updates, procedural changes, and automation strategies where appropriate.
o Provide consultation to City staff on financial matters, policies, and procedures. o Attend City meetings, including City Council and committee meetings, as requested to offer financial expertise and recommendations. o Respond to inquiries via phone, email, or in person, and maintain open communication with relevant stakeholders.
o Perform other related financial advisory and consulting services as may be mutually agreed upon with the City Manager.
o Perform other duties as an interim finance director.

Work Schedule
The Consultant will serve on an as-needed basis, as mutually agreed upon by the Consultant and the City Manager. The Consultant shall coordinate in advance with the City Manager or designee to schedule work sessions or meetings and is expected to be responsive to City needs and available for consultation.

20 EXHIBIT “B”

FEE SCHEDULE
Consultant shall be compensated at a rate of $125.00 per hour.

This rate excludes travel and lodging expenses, which shall be reimbursed separately by the City in accordance with its approved reimbursement policies and rates set forth in Exhibit “C”, upon submission of supporting documentation and approval by the City Manager.

Total compensation shall not exceed $15,000.00, unless modified by written amendment approved by both parties.

Consultant shall submit monthly invoices for services performed and additional reimbursable expenses. Payment shall be made within 30 days of receipt.

21 EXHIBIT “C”

REIMBURSEMENT POLICY
Consultant Travel to Assigned Work Location
Consultants who use their personal vehicle to travel from their residence to an assigned work location for approved business purposes are eligible for reimbursement of the entire round-trip mileage.

Reimbursement will be provided at the current IRS-approved mileage rate.

Lodging
Lodging must be obtained at the most economical rate available for good quality. In general, hotel accommodation should be for the standard room rate, government room rate, or whichever is less. Only single room rates are authorized for reimbursement. If the lodging receipt shows more than a single occupancy, the single room rate must be noted. Upgrades to accommodations are not covered.

Exclusions
Meals and incidental expenses are not eligible for reimbursement and are not covered under this policy.

Note: All reimbursements are subject to the approval of the City Manager.

22 EXHIBIT “D”
RESUME

1 2025

SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
(Engagement: PUBLIC FINANCE CONSULTING)
(Parties: Katherine Godbey and City of Cudahy)
THIS SECOND AMENDMENT (hereinafter, “Second Amendment”) to that certain agreement entitled “Professional Services Agreement”, dated May 1, 2025, (hereinafter, the “Master Agreement”), is hereby made and entered into this 17th day of June 2025 (hereinafter, the “Effective Date”) by and between the CITY OF CUDAHY, a municipal corporation (hereinafter, “CITY”) and Katherine Godbey (hereinafter, “CONSULTANT”).

For purposes of this Second Amendment, the capitalized term “Parties” shall be a collective reference to both CITY and CONSULTANT. The capitalized term “Party” may refer to either CITY or CONSULTANT interchangeably as appropriate.

RECITALS
This SECOND AMENDMENT is made and entered into with respect to the following facts:

WHEREAS, on May 1, 2025, the Parties executed and entered into the Master Agreement with Katherine Godbey, to provide Public Finance Consulting Services (“Services”); and
WHEREAS, the Master Agreement was subsequently amended on June 4, 2025, by way of a First Amendment to increase the Not-to-Exceed sum to TWENTY-FIVE THOUSAND DOLLARS ($25,000) (hereinafter the “First Amendment”); and WHEREAS, the Master Agreement as amended by way of the First Amendment is attached and incorporated hereto as Exhibit “A”; and
WHEREAS, the City requires continued Services; and
WHEREAS, continued Services require an amendment to the Master Agreement to extend the term and increase the Not-To-Exceed Sum to ONE HUNDRED AND FIVE THOUSAND DOLLARS ($105,000); and .

WHEREAS, the execution of this Second Amendment was approved by the Cudahy City Council at its Regular Meeting of June 17, 2025, under Agenda Item No. _______.

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

SECTION 1. Section 1.1 “Term” of the Master Agreement is hereby amended, extending the term to December 31, 2025.

Attachment C Page 431 of 434
2 SECTION 2. The Not-to-Exceed Sum as set forth in section 1.4 of the Master Agreement is hereby increased by an additional eighty thousand dollars for a Not-to Exceed Sum of ONE HUNDRED AND FIVE THOUSAND DOLLARS ($105,000).

SECTION 3. Except as otherwise set forth in this Second Amendment, the Master Agreement, shall remain binding, controlling, and in full force and effect. Section 6.19 of “Entire Agreement” provision of the Master Agreement notwithstanding, this Second Amendment, together with the Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 4. In the event of any conflict or inconsistency between the provisions of this Second Amendment and the provisions of the Master Agreement, the provisions of this Second Amendment shall govern and control to the extent of the conflict or inconsistency and no further.
(SIGNATURES ON NEXT PAGE)

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

CITY OF CUDAHY:

By:

Alfonso Noyola, ICMA-CM
City Manager
Date:_______________________
KATHERINE GODBEY:

By:

Name:

Title:

Date:_______________________
APPROVED AS TO FORM:

By:

Stephanie Arechiga
City Attorney
Date:_______________________

4 EXHIBIT “A”

FIRST AMENDMENT/MASTER AGREEMENT