CITY COUNCIL MEETING AGENDA
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CALL AND NOTICE OF
SPECIAL MEETING _______________________________________________________________
CITY OF HUNTINGTON PARK
NOTICE IS HEREBY GIVEN That a Special Meeting of the City Council of the City of Huntington Park will be held on Monday, August 5, 2024, at 6:00 p.m. at City Hall Council Chambers, 6550 Miles Avenue, Huntington Park, CA 90255
Monday, August 5, 2024
All agenda items and reports are available for review in the City Clerk’s Office and www.hpca.gov. Any writings or documents provided to a majority of the City Council regarding any item on this agenda (other than writings legally exempt from public disclosure) will be made available for public inspection in the Office of the City Clerk located at 6550 Miles Avenue, Huntington Park, California 90255 during regular business hours, 7:00 a.m. to 5:30 p.m., Monday – Thursday, and at the City Hall Council Chambers during the meeting.
Any person who requires a disability-related modification or accommodation, including auxiliary aids or services, in order to participate in the public meeting may request such modification, accommodation, aid or service by contacting the City Clerk’s Office either in person at 6550 Miles Avenue, Huntington Park, California or by telephone at (323) 584-6161. Notification in advance of the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.
PLEASE SILENCE ALL CELL PHONES AND OTHER ELECTRONIC EQUIPMENT WHILE COUNCIL IS IN SESSION. Thank you.
PLEASE NOTE--The numerical order of items on this agenda is for convenience of reference.
Items may be taken out of order upon request of the Mayor or Members of the City Council.
Members of the City Council and the public are reminded that they must preserve order and Karina Macias
Mayor
Arturo Flores Eduardo “Eddie” Martinez Vice Mayor Council Member Jonathan A. Sanabria Esmeralda Castillo Council Member Council Member
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decorum throughout the Meeting. In that regard, Members of the City Council and the public are advised that any delay or disruption in the proceedings or a refusal to obey the orders of the City Council or the presiding officer constitutes a violation of these rules. • The conduct of City Council meetings is governed by the portion of the California Government Code commonly known as the "Brown Act" and by the Huntington Park City Council Meeting Rules of Procedure.
• The City Council meeting is for conducting the City's business, and members of the audience must obey the rules of decorum set forth by law. This means that each speaker will be permitted to speak for three minutes to address items that are listed on the City Council agenda or topics which are within the jurisdictional authority of the City.
• No profanity, personal attacks, booing, cheering, applauding or other conduct disruptive to the meeting will be permitted. Any person not adhering to the Rules of Procedure or conduct authorized by the Brown Act may be asked to leave the Council Chambers.
• All comments directed to the City Council or to any member of the City Council must be directed to the Mayor (or Chairperson if Mayor is absent).
We ask that you please respect the business nature of this meeting and the order required for the proceedings conducted in the Council Chambers.
PUBLIC COMMENT
For both open and closed session, each speaker will be limited to three minutes per Huntington Park Municipal Code Section 2-1.207. Time limits may not be shared with other speakers and may not accumulate from one period of public comment to another or from one meeting to another. This is the only opportunity for public input except for scheduled public hearing items.
All comments or queries shall be addressed to the Council as a body and not to any specific member thereof. Pursuant to Government Code Section 54954.2(a)(2), the Ralph M. Brown Act, no action or discussion by the City Council shall be undertaken on any item not appearing on the posted agenda, except to briefly provide information, ask for clarification, provide direction to staff, or schedule a matter for a future meeting.
ADDITIONS/DELETIONS TO AGENDA
Items of business may be added to the agenda upon a motion adopted by a minimum twothirds vote finding that there is a need to take immediate action and that the need for action came to the attention of the City or Agency subsequent to the agenda being posted. Items may be deleted from the agenda upon the request of staff or Council.
IMPORTANT NOTICE
The City of Huntington Park shows replays of City Council Meetings on Local Access Channel 3 and over the Internet at www.hpca.gov. NOTE: Your attendance at thispublic meeting may result in the recording and broadcast of your image and/or voice.
CALL TO ORDER
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ROLL CALL
Mayor Karina Macias
Vice Mayor Arturo Flores
Council Member Eduardo “Eddie” Martinez
Council Member Jonathan Sanabria
Council Member Esmeralda Castillo
INVOCATION
PLEDGE OF ALLEGIANCE
PRESENTATION(S)
1. NATIONAL HEALTH CENTER WEEK PROCLAMTION
2. RECOGNITION OF MEDICAL CAMP ORGANIZER
3. PROCLAMATION TO FORMER MAYOR RICHARD LOYA
PUBLIC COMMENT
Pursuant to Government Code Section 54954.3(a) Members of the public will have an opportunity to address the City Council on items listed on this agenda. For items on this agenda each speaker will be limited to three minutes per Huntington Park Municipal Code Section 2-1.207. Time limits may not be shared with other speakers and may not accumulate from one period of public comment to another or from one meeting to another.
STAFF RESPONSE
RECESS TO CLOSED SESSION
CLOSED SESSION
1. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Government Code Section 54956.9(d)(2)
Consideration of two (2) potential case
2. CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency designated representatives: Ricardo Reyes
Employee organization: Huntington Park POA
3. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Government Code Section 54956.9(d)(1)
Jon Pina vs. City of Huntington Park, et al.
Los Angeles County Superior Court Case No. 19STCV23618
CLOSED SESSION ANNOUNCEMENT
CONSENT CALENDAR
All matters listed under the Consent Calendar are considered routine and will be enacted by one motion. There will be no separate discussion of these items prior to the time the Council votes on the motion unless members of the Council, staff, or the public request
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specific items to be discussed and/or removed from the Consent Calendar for separate action.
CITY CLERK
1. CITY COUNCIL MEETING MINUTES
RECOMMENDED THAT CITY COUNCIL:
Approve Minute(s) of the following City Council Meeting(s):
1. Special City Council Meeting held June 4, 2024
2. Regular City Council Meeting held June 18, 2024
FINANCE
2. CHECK REGISTERS
RECOMMENDED THAT CITY COUNCIL:
1. Approve Accounts Payable and Payroll Warrant(s) dated August 5, 2024
3. FISCAL YEAR 2023 AUDITED FINANCIAL STATEMENTS
RECOMMENDED THAT CITY COUNCIL:
1. Receive and file the FY 2023 Audited Financial Statement
COMMUNITY DEVELOPMENT
4. CONSIDERATION AND APPROVAL FOR RESIDENT CASE FILE WITH THE
OWNER-OCCUPIED REHABILITATION PROGRAM FUNDED WITH THE
CALHOME GRANT IN THE AMOUNT OF $42,951.00 OR UP TO $100,000.
RECOMMENDED THAT CITY COUNCIL:
1. Authorize the City Manager to approve payment and to execute related documents.
END OF CONSENT CALENDAR
SPECIAL AGENDA
CITY COUNCIL
1. CONSIDERATION AND APPROVAL OF RESOLUTION ADOPTING AND
AUTHORIZING A MONTHLY AUTOMOBILE ALLOWANCE TO BE PROVIDED TO
MEMBERS OF THE HUNTINGTON PARK CITY COUNCIL
RECOMMENDED THAT CITY COUNCIL:
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1. Approve a Resolution adopting and authorizing the award of a monthly automobile allowance to members of the Huntington Park City Council.
COMMUNITY DEVELOPMENT
2. CONSIDERATION AND APPROVAL TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE ARCHITECTURAL SERVICES AT CITY HALL RECOMMENDED THAT CITY COUNCIL:
1. Award the professional services agreement (PSA) to provide Architectural Services at City Hall to We Architects Group for a not-to-exceed fee of $195,060; and
2. Authorize the Finance Director to allocate funding into a project account number that will pay for this service payable from ARPA funds; and
3. Authorize the City Manager to execute the professional services agreement.
3. CONSIDERATION OF THE ECONOMIC DEVELOPMENT COMMITTEE (EDC)
RECOMMENDED ACTION PERSUANT TO MEASURE PP
RECOMMENDED THAT CITY COUNCIL:
1. Review and discuss the recommendations of the Economic Development Committee; and
2. Authorize the City Manager to implement the necessary direction of the City Council pursuant to the implementation of Measure PP.
4. DISCUSSION AND/OR ACTION ON THE DISSOLUTION OF THE ECONOMIC
DEVELOPMENT COMMITTEE
RECOMMENDED THAT CITY COUNCIL:
1. Discuss and/or take action on the dissolution of the Economic Development Committee; and
2. Authorize the City Manager to effectuate the City Council’s direction.
5. CONSIDERATION AND APPROVAL TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE FAIR HOUSING SERVICES
RECOMMENDED THAT CITY COUNCIL:
1. Award a One (1) year professional service agreement (PSA) to provide fair housing services to the sole responsive and responsible proposer, Fair Housing Foundation for a not-to-exceed amount of $20,000; and
2. Authorize the City Manager to execute the PSA.
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6. CONSIDERATION AND ADOPTION TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE HOMELESS OUTREACH SERVICES
RECOMMENDED THAT CITY COUNCIL:
1. Award a One (1) year professional service agreement (PSA) to provide homeless outreach services to Inner City Visions (ICV) for a not-to-exceed amount of $127,330; and
2. Authorize the City Manager to execute the PSA
7. CONSIDERATION AND APPROVAL TO SOLICIT PROPOSALS FOR FEDERAL
GRANT COMMUNITY DEVELOPMENT BLOCK GRANT ADMINISTRATIVE
SERVICES
RECOMMENDED THAT CITY COUNCIL:
1. Authorize staff to publish a Request for Proposal (RFP) from qualified community development firms to provide professional management and administrative services related to the implementation of the City’s Community Development Block Grant (CDBG), and other programs funded through the U.S. Department of Housing (HUD) and Urban Development and California Department of Housing and Community Development (HCD).
PUBLIC WORKS
8. CONSIDERATION AND APPROVAL TO AWARD A CONSTRUCTION
CONTRACT FOR CIP 2019-14 ATP CYCLE V PROJECT
RECOMMENDED THAT CITY COUNCIL:
1. Award the contract to Palp Inc. DBA Excel Paving for the construction of CIP 2019 14 ATP Cycle V Project as the lowest responsive, responsible bidder for a not to exceed fee of $2,592,810; and
2. Approve a 10% construction contingency in the amount of $259,281; and
3. Appropriate $2,852,091 to Account No. 202-8080-431.76-20 (State of California Department of Transportation reimbursable expense); and
4. Authorize the City Manager to execute the construction contract agreement and all change orders in good faith.
9. RESOLUTION TO APPROVE ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2024-25 FUNDED BY SENATE BILL 1 (SB1), THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017
RECOMMENDED THAT CITY COUNCIL:
1. Adopt Resolution approving the Fiscal Year 2024-25 project list for Senate Bill 1 (SB1), the Road Repair and Accountability Act of 2017; and
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2. Authorize staff to upload the resolution with the list of streets to the California Transportation Commission (CTC) website.
CITY CLERK
10. CONSIDERATION AND APPROVAL OF SECOND AMENDMENT TO CONTRACT
SERVICES AGREEMENT FOR MEDIA TECHNICIAN SERVICES
RECOMMENDED THAT CITY COUNCIL:
1. Approve second amendment to the contract services agreement with Mr. Joel Gordillo for media technician services extending the term for another three (3) years. Upon conclusion of the term, this agreement must come back to Council for review and approval; and
2. Authorize City Manager to execute agreement.
11. COUNCIL APPOINTMENTS TO VARIOUS COMMISSIONS
RECOMMENDED THAT CITY COUNCIL:
1. Make appointments to Commissions consistent with provisions set forth in Resolution No. 2015-19.
12. CONSIDERATION OF THE CREATION OF A THEATRE AND PERFORMING
ARTS COMMISSION
RECOMMENDED THAT CITY COUNCIL:
1. Review and discuss the addition of a Theatre and Arts Commission.
POLICE DEPARTMENT
13. APPROVE THE PURCHASE OF THREE POLICE DEPARTMENT PATROL
OPERATIONS DIVISION VEHICLES AND SUPPLEMENTARY EQUIPMENT RECOMMENDED THAT CITY COUNCIL:
1. Authorize the requisition of funds to purchase three Police Department Patrol Services Division police patrol vehicles from FCA US, LLC (DODGE), specifically Carville Chrysler Dodge Jeep Ram in Greeneville, TN; and,
2. Approve an expenditure in the amount not to exceed $248,038, and request Finance Director identify grant funding source; and
3. Authorize the City Manager to purchase the vehicles and equip them with the associated technology and emergency response equipment.
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COMMUNICATIONS & COMMUNITY RELATIONS
14. CONSIDERATION AND APPROVAL TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE PUBLIC INFORMATION OFFICER SERVICES,
PUBLIC AFFAIRS SUPPORT AND STRATEGIC PLANNING FOR SPECIALIZED
ACTIVITIES
RECOMMENDED THAT CITY COUNCIL:
1. Review the options provided by staff and consider awarding a professional services agreement for Public Information Officer (PIO) services, public affairs support, and strategic planning for specialized activities; and
2. Authorize the City Manager to negotiate final terms and execute the professional services agreement with the selected firm.
CITY MANAGER
15. CONSIDERATION OF APPROVAL OF A RESOLUTION ESTABLISHING A
SPENDING LIMITS POLICY FOR PURCHASING AUTHORITY FOR THE CITY
MANAGER
RECOMMENDED THAT CITY COUNCIL:
1. Adopt Resolution amending Resolution No. 2019-04, Establishing A Spending Limits Policy for Purchasing Authority for the City Manager.
FINANCE
16. CONSIDERATION AND APPROVAL OF A RESOLUTION FIXING THE ANNUAL PENSION TAX RATE TO PAY THE CITY’S PENSION OBLIGATION BOND
ANNUAL DEBT SERVICE AND A PORTION OF THE COST OF THE PUBLIC EMPLOYEES’ RETIREMENT SYSTEM FOR FISCAL YEAR 2024-2025
RECOMMENDED THAT CITY COUNCIL:
1. Adopt a Resolution Fixing the Rate of Taxes to Pay the Cost of the Public Employees Retirement System for the Fiscal Year 2024-2025 and Levying Taxes for Said Retirement System to the Fiscal Year Beginning July 1, 2024.
END OF SPECIAL AGENDA
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PUBLIC HEARING(S)
1. CONSIDERATION AND APPROVAL OF A RESOLUTION AUTHORIZING
COLLECTION OF DELINQUENT REFUSE CHARGES PURSUANT TO SECTION 6-2.112 OF THE CITY OF HUNTINGTON PARK’S MUNICIPAL CODE (172.54
REFUSE COLLECTION FEES)
RECOMMENDED THAT CITY COUNCIL:
1. Conduct a public hearing; and
2. Take public testimony; and
3. Adopt a Resolution directing the County Assessor to include delinquent refuse collection fees as a special assessment to be collected at the same time and in the same manner as County taxes (172.54 Refuse Collection Fees).
2. CONSIDERATION AND APPROVAL OF A RESOLUTION ESTABLISHING AND
ORDERING THE LEVY AND COLLECTION OF THE ANNUAL SPECIAL TAX FOR
THE CITY OF HUNTINGTON PARK STREET LIGHTING, PARKS, AND LANDSCAPING SPECIAL TAX DISTRICT FOR FISCAL YEAR 2024-2025 RECOMMENDED THAT CITY COUNCIL:
1. Conduct a public hearing; and
2. Take public testimony; and
3. Adopt Resolution establishing and ordering the Levy and Collection of the Annual Special Tax for the City of Huntington Park Street Lighting, Parks and Landscaping Special Tax District for Fiscal Year 2024-2025.
END OF PUBLIC HEARING(S)
DEPARTMENTAL REPORTS
WRITTEN COMMUNICATIONS
COUNCIL COMMUNICATIONS
Council Member Esmeralda Castillo
Council Member Jonathan A. Sanabria
Council Member Eduardo “Eddie” Martinez
Vice Mayor Arturo Flores
Mayor Karina Macias
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ADJOURNMENT
The City of Huntington Park City Council will adjourn the meeting to a Regular Meeting on Tuesday, August 20, 2024 at 6:00 P.M.
I, Eduardo Sarmiento, hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted at City of Huntington Park City Hall and made available at www.hpca.gov not less than 24 hours prior to the meeting. Dated this 2 nd day of August 2024.
Eduardo Sarmiento, City Clerk
CONSENT CALENDAR
SPECIAL AGENDA
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RESOLUTION NO. 2024-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF HUNTINGTON PARK, CALIFORNIA, ADOPTING AND
AUTHORIZING A MONTHLY AUTOMOBILE ALLOWANCE
TO BE PROVIDED TO MEMBERS OF THE HUNTINGTON
PARK CITY COUNCIL
WHEREAS, the City of Huntington Park, California, is a public body and established as a General Law city of the State of California (“City”); and WHEREAS, provisions of the California Government Code and an opinion of the California Attorney General’s Office have authorized cities to provide to members of their city council an auto allowance in lieu of reimbursing councilmembers for actual vehicle expenses; and
WHEREAS, effective as of the date of the adoption of this Resolution an automobile allowance is hereby approved for members of the City Council as set forth below.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON
PARK, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:
SECTION 1. Members of the City Council utilize their personal vehicles for the benefit of the City and as part of their duties and responsibilities in conducting their business as members of the Huntington Park City Council.
SECTION 2. In lieu of reimbursing councilmembers for actual vehicle expenses incurred, the City Council hereby approves and authorizes payment to each member of the City Council the amount of $650 per month as and for an automobile allowance for the use of their personal vehicle in carrying out their duties and responsibilities as Councilmembers.
SECTION 3. This resolution shall take effect immediately after its adoption.
SECTION 4. The City Clerk shall certify to the passage and adoption of this resolution.
PASSED, APPROVED and ADOPTED this 5th day of August, 2024. _________________________
Karina Macias, Mayor
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ATTEST:
_________________________
Eduardo Samaniego
City Clerk
CITY OF HUNTINGTON PARK
Communications and Community Relations Department
City Council Agenda Report
August 5, 2024
Honorable Mayor and Members of the City Council
City of Huntington Park
6550 Miles Avenue
Huntington Park, CA 90255
Dear Mayor and Members of the City Council:
CONSIDERATION AND APPROVAL TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE PUBLIC INFORMATION OFFICER SERVICES, PUBLIC
AFFAIRS SUPPORT AND STRATEGIC PLANNING FOR SPECIALIZED ACTIVITIES IT IS RECOMMENDED THAT CITY COUNCIL:
1. Review the options provided by staff and consider awarding a professional services agreement for Public Information Officer (PIO) services, public affairs support, and strategic planning for specialized activities; and
2. Authorize the City Manager to negotiate final terms and execute the professional services agreement with the selected firm.
PURPOSE/JUSTIFICATION OF RECOMMENDED ACTION
The City of Huntington Park is committed to enhancing transparency and communication with the public through a robust public affairs program. The selected firm will play a vital role in this effort by providing comprehensive outreach services for special projects, including:
• Drafting and issuing press releases.
• Serving as the primary contact for the media.
• Enhancing the City’s relationships with regional and local media outlets. • Informing the community and public on relevant legislation and current events.
• Acting as a liaison with community organizations and media outlets. • Coordinating and developing the City’s social media presence, including monitoring and responding to social media postings.
• Executing strategies to expand public engagement and increase dissemination of information on events and issues of public interest.
CONSIDERATION AND APPROVAL TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE PUBLIC INFORMATION OFFICER SERVICES, PUBLIC
AFFAIRS SUPPORT AND STRATEIC PLANNING FOR SPECIALIZED ACTIVITIES August 5, 2024
Currently, the City manages public affairs, government relations, and media inquiries through its Department of Communications and Community Relations. The selected firm will collaborate closely with this department to strengthen outreach strategies and message development.
BACKGROUND
The City received proposals from six (6) consultants in response to the Request for Qualifications for PIO services. Based on the proposals submitted, the following three firms have been identified as the top candidates, listed in no particular order:
1. Lee Andrews Group
a. Services: Community Outreach, Media Relations, Digital Media, Crisis Communications, Branding.
b. Experience: Municipal work experience.
c. Proposed Rate: $7,500.00 per month.
2. Tzunu Strategies
a. Services: Content Creation, Message and Framework Development, Crisis Communication, Mapping and Positioning, Media Strategy. b. Experience: Work conducted for Los Angeles County.
c. Proposed Rate: $7,500.00 per month.
3. Velada Consulting LLC
a. Services: Social Media, Media Strategy, Government Relations. b. Experience: Current PIO services provider for Huntington Park with municipal work experience.
c. Proposed Rate: $7,500.00 per month.
FISCAL IMPACT/FINANCING
There are no fiscal impacts associated with this directive. Public Information Officer Services were approved in the FY 24-25 budget.
CONCLUSION
Upon Council approval, staff will proceed with the recommended actions.
Respectfully submitted,
RICARDO REYES
City Manager
CONSIDERATION AND APPROVAL TO AWARD PROFESSIONAL SERVICES
AGREEMENT TO PROVIDE PUBLIC INFORMATION OFFICER SERVICES, PUBLIC
AFFAIRS SUPPORT AND STRATEIC PLANNING FOR SPECIALIZED ACTIVITIES August 5, 2024
SERGIO INFANZON
Director of Communications and Community Relations
ATTACHMENT(S)
A. Six Proposals Submitted
B. Sample Contract for Professional Services
PROFESSIONAL SERVICES AGREEMENT
(Engagement: SERVICE BEING PROVIDED)
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into this _____ of _____, 2024 (hereinafter, the “Effective Date”), by and between the CITY OF HUNTINGTON PARK, a municipal corporation (“CITY”) [NAME OF VENDOR] (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.
RECITALS
This AGREEMENT is made and entered into with respect to the following facts:
WHEREAS, on [DATE], the CITY entered into a Professional Services Agreement (the “Master Agreement”) with [NAME OF CONSULTANT] to provide [SERVICES]; and WHEREAS, on [DATE], the Professional Services Agreement was assigned to the CONSULTANT, which assignment the City agreed to on [DATE]. CONSULTANT then commenced providing [SERVICES] services under the terms and conditions of said Master Agreement; and
WHEREAS, CONSULTANT represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees; 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, the execution of this Agreement was approved by the Huntington Park City Council at its Regular Meeting of [DATE].
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, Agency and CONSULTANT agree as follows:
ATTACHMENT "B"
I.
ENGAGEMENT TERMS
1.1 SCOPE OF SERVICES: Subject to the terms and conditions set forth in this Agreement and all exhibits attached and incorporated hereto, CONSULTANT agrees to perform the services and tasks set forth in that certain document entitled “Scope of Services” and attached hereto as Exhibit “A” (hereinafter referred to as the “Scope of Services”). CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks and work necessary to competently perform and timely complete the services and tasks as set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Work.”
1.2TERM: This Agreement shall have an initial term of [NUMBER] years commencing form the Effective Date unless terminated as provided elsewhere in this Agreement (hereinafter, the “Term”). Upon the conclusion of the Term, this Agreement may be renewed for a [YEARS] year extension term, upon mutual agreement of the Parties and approval from City Council, unless either Party issues written notice sixty (60) days in advance of its intent not to authorize an additional extension term. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as further set out herein.
1.3 COMPENSATION: During the term of this Agreement and any extension term provided herein, CONSULTANT shall perform the Services set forth in Section 1.2 above, at the rates of compensation set forth in the Rate Schedule reflected in Exhibit “A”. Subject to the CPI Index Adjustment section of Exhibit “A”, CONSULTANT further agrees that the total compensation for the Work shall not exceed the sum total of $[AMOUNT] DOLLARS per year /($[AMOUNT]) per month (hereinafter, the “Base Fee”). CONSULTANT shall not exceed the Contract Price unless such added expenditure is first approved by the CITY Council acting in consultation with the City Manager. In the event CONSULTANT’s charges are projected to exceed the Contract Price prior to the expiration of the Term or any single extension term, CITY may suspend CONSULTANT’s performance of any additional Work outside the Work as defined in Exhibit A, pending CITY approval of any anticipated expenditures in excess of the Contract Price or any other CITYapproved amendment to the compensation terms of this Agreement.
1.4 PAYMENT OF COMPENSATION: On the first of each month, CONSULTANT shall submit to CITY an itemized invoice for that month’s Base Fee and indicating the additional services and tasks performed during the recently concluded calendar month, including services and tasks performed and the reimbursable outof-pocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice shall indicate the number of hours worked in the recently concluded calendar month, the persons responsible for performing the Work, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed.
Within thirty (30) calendar days of receipt of each invoice, CITY shall pay any undisputed amounts. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONSULTANT in writing of any disputed amounts included in the invoice. CITY shall not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.5 ACCOUNTING RECORDS: CONSULTANT shall maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY shall have the reasonable right to access and examine such records, without charge.
CITY shall own and further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
1.6 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT shall deliver to CITY immediately and without delay, all written materials, including any electronic communications, records and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY’S REPRESENTATIVES: The CITY hereby designates the City Manager (hereinafter, the “CITY Representative”) to act as its representative for the performance of this Agreement. The City Manager shall be the chief CITY Representative. The CITY Representative or their designee shall act on behalf of the CITY for all purposes under this Agreement. CONSULTANT shall not accept directions or orders from any person other than the CITY Representative or their designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates [WHO CONSULTANT DESIGNATES] to act as its representative for the performance of this Agreement (hereinafter, “CONSULTANT Representative”). CONSULTANT Representative shall have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. CONSULTANT Representative or his designee shall supervise and direct the performance of the Work, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the CONSULTANT Representative shall constitute notice to CONSULTANT.
CONSULTANT may, by written notice to CITY, advise CITY of any change in CONSULTANT Representative.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Work and this Agreement and shall be available to CITY staff and the CITY Representatives at all reasonable times. All work prepared by CONSULTANT shall be subject to inspection and approval by CITY Representatives or their designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges and agrees to the following:
A. CONSULTANT shall perform all Work skillfully, competently and in accordance with industry standards of CONSULTANT’s profession; B. CONSULTANT shall perform all Work in a manner in accordance with this Agreement;
C. CONSULTANT shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);
D. CONSULTANT understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance;
E. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONSULTANT; and
F. Except as otherwise set forth in this Agreement, all of CONSULTANT’s employees and agents (including but not limited to subCONSULTANTs and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT shall perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with its obligation set out herein or failure on the part of CONSULTANT’s employees, agents, CONSULTANTs, subCONSULTANTs and subconsultants to fulfill its obligations herein. Such effort by CONSULTANT to correct any errors or omissions shall be commenced as soon as reasonably practicable upon their discovery or notice by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the CITY Representatives in writing, in accordance with applicable industry standards.
The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf shall not constitute
a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and in accordance with applicable industry standards of CONSULTANT’s profession.
2.5 ASSIGNMENT: The skills, training, knowledge and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it shall not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of CONSULTANT’s duties or obligations under this Agreement without the prior written consent of the CITY, which consent shall not be unreasonably withheld.
CITY shall have up to sixty (60) calendar days to consider any proposed assignment by CONSULTANT. CONSULTANT can withhold consent where the CITY determines that the proposed assignee does not have the financial capacity to comply with the terms of this Agreement. In the absence of CITY’s prior written consent, any attempted assignment or transfer shall be ineffective, null and void and shall constitute a material breach of this Agreement.
2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONSULTANT: The Work shall be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent CONSULTANT basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of CONSULTANT are not employees of CITY and shall at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT shall pay all wages, salaries and other amounts due such personnel and shall assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.
2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, CONSULTANTs, subCONSULTANTs or subconsultants is determined by the CITY Representatives to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s
officers, employees, agents, CONSULTANTs, subCONSULTANTs or subconsultants fail or refuse to perform the Work in accordance with this Agreement, such officer, employee, agent, CONSULTANT, subCONSULTANT or subconsultant shall be promptly removed by CONSULTANT and shall not be reassigned to perform any of the Work.
2.8 COMPLIANCE WITH LAWS: CONSULTANT shall keep itself informed of and in compliance with all applicable federal, State or local laws to the extent such laws control or otherwise govern the performance of the Work. CONSULTANT’s compliance with applicable laws shall include without limitation compliance with all applicable Cal/OSHA requirements. To the extent that any changes in applicable law result in an increase in CONSULTANT’s cost of performance, the Parties shall negotiate in good faith to reach a mutually agreeable price adjustment. Should the Parties fail to reach such an agreement within 30 days (or such other agreeable time period) of CONSULTANT’s notice to CITY of its increased cost of performance, either Party may terminate this Agreement upon 60 days’ written notice.
(a) In the event that water treatment violations occur following the effective date of this Agreement, subject to Sub-Section (b) below and the applicable Force Majeure provisions, the CONSULTANT shall, in respect of violations that may be imposed by Applicable Law and to the extent due to CONSULTANT’s fault, be responsible for: fines, penalties, or damages. Prior to settlement or payment of any such fines, penalties or damages, the CONSULTANT reserves the right to contest government or private actions, suits or proceedings for violations through administrative procedures or otherwise. (b) To the extent that violations of applicable laws, rules, regulations or permits are caused by failures in the facilities or causes beyond CONSULTANT’s control, including the CITY’s failure to approve recommended repairs or maintenance, CONSULTANT will use its best efforts to maximize performance of the Facilities but shall not be responsible for associated violations or damages, fines or penalties which result.
2.9 NON-DISCRIMINATION: In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, subCONSULTANT, subconsultant, or applicant for employment because of race, color, creed, religion, sex, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.
2.10. INDEPENDENT CONSULTANT STATUS: The Parties acknowledge, understand and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and shall at all times remain, wholly independent CONSULTANTs and are not officials, officers, employees, departments or subdivisions of CITY. CONSULTANT shall be solely responsible for the negligent acts and/or omissions of its employees, agents, CONSULTANTs, subCONSULTANTs and subconsultants. CONSULTANT and all persons retained or employed by CONSULTANT shall have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt or liability of any kind on
behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
2.11 CITY RESPONSIBILITIES: During the term of this Agreement, the CITY shall:
a) obtain and maintain all state, federal, and local permits and licenses required for ownership, operation and maintenance of the Facilities, including without limitation, the CITY’s Permits;
c) comply with Applicable Law relating to the management, ownership, operation, maintenance, repair and replacement of the Facilities (to the extent that the responsibility of complying with those laws is not specifically assumed by the CONSULTANT under this Agreement). The CONSULTANT shall not be responsible for the CITY’s failure to comply with any provision of Applicable Law that is not otherwise specifically assumed by the CONSULTANT hereunder.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain polices of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT shall procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT shall procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage shall have minimum limits of no less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: CONSULTANT shall procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance shall have minimum limits of no less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California. However, if the CONSULTANT has no employees, for example a sole practitioner or a partner in a firm with only contracted support staff, then Workers’ Compensation is not required by the State. CONSULTANT shall the city’s form stating they are either the owner of
the organization or a partner, and are exempt from the State’s workers’ compensation requirements because they have no employees and agree to hold the Entity harmless from loss or liability for such. A waiver must be signed.
D. Add Cyber if Cyber applies (insurance) Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000aggregate.
3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance shall contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.
3.3 The Entity, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CONSULTANT including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONSULTANT’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used).
3.4 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement shall be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance shall be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representatives are authorized to authorize lower ratings than those set forth in this Section.
3.5 PRIMACY OF CONSULTANT’S INSURANCE: All polices of insurance provided by CONSULTANT shall be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers shall be in excess of CONSULTANT’s insurance and shall not contribute with it.
3.6 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subCONSULTANTs or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY.
3.7 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY.
Accordingly, CONSULTANT warrants, represents and agrees that it shall furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article. The certificates of insurance and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates of insurance and endorsements shall be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any work or any of the Work. Upon CITY’s written request, CONSULTANT shall also provide CITY with certified copies of all required insurance policies and endorsements.
IV.
INDEMNIFICATION
4.1 The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to this Agreement subject to Paragraph
4.2 and 4.3. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law. CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein.
4.2 Work of CONSULTANT’s Design Professionals Services: Except for direct claims by the Parties against each other, the duty to indemnify, defend and hold harmless as set forth under this subsection shall apply to the negligence, recklessness or willful misconduct of any individual who qualifies as a “design professional” within the meaning of subsection (c)(2) of section 2782.8 of the California Civil Code in so far as such negligence, recklessness or willful misconduct occurs in the performance work or activities that must be performed by a “design professional.” Subject to the limitation of the preceding sentence, to the fullest extent permitted by law, CONSULTANT shall immediately defend and indemnify and hold harmless the CITY Indemnities, defined above, from and against any and 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 the negligence, recklessness, or willful misconduct of CONSULTANT or any of CONSULTANT’s officers, employees, servants, agents, CONSULTANTs, subCONSULTANTs or authorized volunteers or any other person or entity involved by, for, or with or on behalf of CONSULTANT in the performance of design professional services under this Agreement. The Parties understand and agree that the duty of CONSULTANT to indemnify, defend and hold harmless pursuant to this subsection includes the duty to defend as set forth in section 2778 of the California Civil Code. CONSULTANT’s obligation to indemnify applies except to the extent that it is finally adjudicated that the liability was caused by the active
negligence or sole willful misconduct of an indemnified party. If it is finally adjudicated that liability is caused by the comparative active negligence or willful misconduct of an indemnified party, then CONSULTANT’s indemnification obligation shall be reduced in proportion to the established comparative liability.
4.3 Work of All Other Persons/Non-Design Professionals: Except for direct claims by the Parties against each other and as otherwise provided under Section 4.2 of this Article, above, to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other reasonable costs and fees of litigation) of every nature to the extent caused by CONSULTANT’s negligent performance under this Agreement, including but not limited to the negligent acts, errors or omissions of CONSULTANT or CONSULTANT’s officers, employees, agents, servants, CONSULTANTs, subCONSULTANTs or subconsultants or the failure of the same to comply with any of the duties, obligations or standards of care set forth herein. The duty to indemnify, defend and hold harmless under this subsection shall not encompass a duty to indemnity, defend or hold harmless for liability, loss, suit, damage, expense, or cost to the extent caused by the negligence or willful misconduct of any or all of the City Indemnitees. The duty to indemnify, defend and hold harmless as set forth under this subsection is intended to encompass liabilities, losses, damages, expense and costs not otherwise subject to subsection
4.2, above.
4.4 CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.
4.5 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.
4.6 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subCONSULTANT 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 subCONSULTANTs 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.
4.7 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.
4.8 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: Except for the first two years of this Agreement, either Party may, by written notice to the other, immediately terminate this Agreement at any time for convenience and without cause by giving written notice to Consultant of such termination, which notice shall specify the effective date of such termination, which effective date shall not be less than 90 days from the written notice. Upon such termination for convenience, CONSULTANT shall be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in Section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work. CONSULTANT shall be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request.
No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, shall operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under Sections 5.2.B and 5.2C below or if a cure is not reasonably possible within the applicable cure period,
to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT shall cure the following Events of Defaults within the following time periods:
i. Within three (3) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement. Prior to the expiration of the 3- day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2 B.i. that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or ii. Within thirty (30) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30-day cure period, 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 30-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this Section
5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 30- day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT shall include, but shall not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violate any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; (v) CONSULTANT’s refusal or failure to perform or observe any material covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY shall cure any Event of Default asserted by CONSULTANT within 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
1.4, above, shall be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.
D. Either Party may also immediately suspend performance under this Agreement pending the Defaulting Party’s cure of any Event of Default by giving said Party written notice of the Party’s intent to suspend performance (hereinafter, a “Suspension Notice”). A Party may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT shall be compensated only for those services and tasks which have been rendered by CONSULTANT in accordance with this Agreement up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law.
In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon a thirty (30) day written notice to CONSULTANT, the CITY may 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.
G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto shall not operate to terminate any Article, Section or provision contained herein which provides that it shall survive the termination or normal expiration of this Agreement.
VI.
MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data shall be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all materials, equipment, reports, analyses, correspondence, plans, drawings, designs, renderings, specifications, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data.
CONSULTANT shall require all subCONSULTANTs and subCONSULTANT working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY shall be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subCONSULTANT 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 shall not be disclosed by CONSULTANT without prior written consent by CITY. CITY shall grant such consent if disclosure is legally required. Upon request, all CITY data shall be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT shall not use CITY’s name or insignia, photographs, or any publicity pertaining to the Work in any
magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONSULTANT: CITY:
[NAME AND ADDRESS] City of Huntington Park
[DEPARTMENT]
6550 Mile Avenue
Huntington Park, CA 90255
Attn: [REP FOR CITY, TITLE
Phone: (626) XXXXX
Fax: (626) XXXXX
Such notices shall be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as is reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT shall not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subCONSULTANTs), if any, shall contain a provision making them subject to all provisions stipulated in this Agreement with the exception of provisions relating to insurance requirements and indemnification.
6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other CONSULTANTs in connection with the various projects worked upon by CONSULTANT.
6.8 PROHIBITED INTERESTS: CONSULTANT warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid
nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of CITY, during the term of his or her service with CITY, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, the venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement shall be binding on the successors and assigns of the Parties.
6.13 NO THIRD PARTY BENEFIT: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement shall not be construed in favor of, or against, either Party but shall be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limits, augment, or describe the scope, content, or intent of this Agreement.
6.18 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 shall control.
6.19 ENTIRE AGREEMENT: This Agreement including all attached exhibits is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, or entered into between CITY and CONSULTANT prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid or binding. No amendment, modification or supplement to this Agreement shall be valid and binding unless in writing and duly executed by the Parties pursuant to Section 6.15, above.
6.20 COUNTERPARTS: This Agreement shall be executed in three (3) original counterparts each of which shall be of equal force and effect. No handwritten or typewritten amendment, modification or supplement to any one counterparts shall be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart shall be delivered to CONSULTANT and the two remaining counterparts shall remain with the City for archiving and day-to-day reference by the department responsible for administering the Agreement on the City’s behalf.
6.21 Notwithstanding any provision to the contrary contained in this Agreement, in no event shall either party be liable for punitive damages.
6.22 FORCE MAJEURE: A party’s performance of any obligation under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of any event of Force Majeure. In any such event, the party unable to perform shall be required to resume performance of its obligations under this Agreement upon the termination of the event or cause that excused performance hereunder. “Force Majeure” herein means an event which is beyond the reasonable control of a party, including without limitation: (a) acts of God; (b) flood, fire, earthquake, hurricane or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law that prevents CONSULTANT from performing its obligations as set forth in this Agreement; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority that prevents CONSULTANT from performing its obligations as set forth in this Agreement; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties employees;] (i) shortage of adequate power or transportation facilities.
6.23 BUSINESS LICENSE AND W9: A City of Huntington Park Business license must be obtained before commencing work and a W9 provided when submitting first payment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF HUNTINGTON PARK:
By:__________________________
[CITY MANAGER]
[NAME OF CONSULTANT]
By:_________________________________
Name:_______________________________
Title:________________________________
APPROVED AS TO FORM:
By:_________________________
City Attorney
EXHIBIT “A”
SCOPE OF WORK
(SEE ATTACHED)
ITEM 15
CITY OF HUNTINGTON PARK
City Manager’s Office
City Council Agenda Report
August 5, 2024
Honorable Mayor and Members of the City Council
City of Huntington Park
6550 Miles Avenue
Huntington Park, CA 90255
Dear Mayor and Members of the City Council:
CONSIDERATION OF APPROVAL OF A RESOLUTION ESTABLISHING A
SPENDING LIMITS POLICY FOR PURCHASING AUTHORITY FOR THE CITY
MANAGER
IT IS RECOMMENDED THAT CITY COUNCIL:
1. Adopt Resolution amending Resolution No. 2019-04, Establishing A Spending Limits Policy for Purchasing Authority for the City Manager.
BACKGROUND
A spending limit policy will ensure that sound fiscal and budgetary practices are implemented by imposing certain limits upon the City Manager, and all Department Heads of the City, including their staff and employees.
The last time the limits were reviewed was in 2019. In order to more efficiently conduct the operations of the City, the following limits are being recommended for adjustment:
• The City Manager shall have the authority to purchase supplies, services or equipment in the amount of $1,000 or greater, but not to exceed $75,000, without prior City Council approval.
• The City Manager shall have the authority to settle or resolve claims, lawsuits or other legal matters or disputes in an amount not to exceed $150,000 without prior City Council approval.
The policy also addresses emergency situations in the following fashion:
In the event of an emergency, as defined below, emergency purchases may be authorized by the City Manager, including the Interim City Manager, which exceed the above spending limits when time is of the essence. “Emergency Situation” shall be defined as follows:
CONSIDERATION OF APPROVAL OF A RESOLUTION ESTABLISHING A
SPENDING LIMITS POLICY FOR PURCHASING AUTHORITY FOR THE CITY
MANAGER AND DEPARTMENT HEADS OF THE CITY INCLUDING CITY STAFF August 5, 2024
(a) To preserve or protect life, health or property;
(b) In circumstances involving natural disasters;
(c) To forestall a shut-down of essential public services.
When emergency purchases have been approved by the City Manager, these purchases shall be submitted to the City Council at the earliest possible date for ratification of such purchases.
This policy also requires all other Federal, State and local laws must be followed for bidding and Request For Proposal (RFP) requirements.
FISCAL IMPACT/FINANCING
This policy will set new limits and restrict purchases, expenditures and legal dispute resolution without prior City Council approval.
CONCLUSION
Upon Council approval, this resolution will take effect immediately and the policies will be implemented without further action by the City Council.
Respectfully submitted,
RICARDO REYES
City Manager
ATTACHMENT(S)
A. Resolution amending Resolution No. 2019-04, Establishing A Spending Limits Policy for Purchasing Authority for the City Manager, and Department Heads of the City including City staff
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RESOLUTION NO. 2024-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF HUNTINGTON PARK, AMENDING RESOLUTION NO.
2019-04, ESTABLISHING A SPENDING LIMITS POLICY
FOR PURCHASING AUTHORITY FOR THE CITY
MANAGER OF THE CITY OF HUNTINGTON PARK
WHEREAS, the City of Huntington Park within the provisions of its Municipal Code has established certain purchasing authority levels and amounts; and WHEREAS, the City Council recognizes the need to regulate, control and limit staff spending authority, notwithstanding the higher levels of authority established by the Huntington Park Municipal Code; and
WHEREAS, City Council desires to exercise sound fiscal and budgetary practices by imposing certain spending level policies upon the City Manager, as expressed below; and
WHEREAS, the spending limit policies are hereby established as set forth below and are to take effect immediately upon the adoption of this resolution.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON PARK AS FOLLOWS:
SECTION 1: Notwithstanding Sections 2-3.405, 2-5.10, 2-5.11 or any other provisions of the Huntington Park Municipal Code relating to spending authority, the City Council hereby imposes the following limits for spending and legal dispute resolution without prior City Council approval:
The City Manager shall have the authority to purchase supplies, services or equipment in the amount of $1,000 or greater, but not to exceed $75,000, without prior City Council approval.
The City Manager shall have the authority to settle or resolve claims, lawsuits or other legal matters or disputes in an amount not to exceed $150,000 without prior City Council approval.
In the event of an emergency, as defined below, emergency purchases may be authorized by the City Manager, which exceed the above spending limits when time is of the essence. “Emergency Situation” shall be defined as follows:
(a) To preserve or protect life, health or property;
(b) In circumstances involving natural disasters;
(c) To forestall a shut-down of essential public services.
ATTACHMENT "A"
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When emergency purchases have been approved by the City Manager, these purchases shall be submitted to the City Council at the earliest possible date for ratification of such purchases.
SECTION 2: The foregoing policy shall in no way relieve or exempt the City, the City Manager, Department Heads or any City staff or employee from complying with all Federal, State or local laws, which requires bidding or the issuance of an RFP prior to authorizing such purchase.
SECTION 3: The City Clerk shall certify to the adoption of this Resolution.
PASSED, APPROVED AND ADOPTED by the City Council of the City of Huntington Park at its meeting on this 5th day of August 2024.
Karina Macias, Mayor
ATTEST:
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Eduardo Sarmiento
City Clerk
ITEM 16
PUBLIC HEARING(S)