Cities Index.
Agenda, second session

Lynwood City Council
November 21, 2023

Document
Agenda, second session
Meeting
November 21, 2023
Body
Lynwood City Council
Pages
2
Original file
2.7 MB
Text extracted from the city's file for reading and search. Open the original on portal.laserfiche.com. That file is the official record.

Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D.

H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 0 1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.

Yes No
I. (1) Do you participate in a wrap fee program?
(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$
(b) portfolio manager for a wrap fee program?
$
(c) sponsor to and portfolio manager for the same wrap fee program? $
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).

If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D.

If your involvement in a wrap fee programis limited to recommending wrap fee programsto your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2).

Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?
K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?
If yes, complete Section 5.K.(1) of Schedule D.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian.

L. Marketing Activities
Yes No
(1) Do any of your advertisements include:
(a) Performance results?
(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?
(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials, endorsements, or third-party ratings? (3) Do any of your advertisements include hypothetical performance ? (4) Do any of your advertisements include predecessor performance ? SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
No Information Filed
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.

Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments.

Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a) Asset Type Mid-year End of year
(i) Exchange-Traded Equity Securities 0 % 0 %
(ii) Non Exchange-Traded Equity Securities 0 % 0 %
(iii) U.S. Government/Agency Bonds 78 % 81 %
(iv) U.S. State and Local Bonds 5 % 3 %
(v) Sovereign Bonds 0 % 0 %
(vi) Investment Grade Corporate Bonds 15 % 14 %
(vii) Non-Investment Grade Corporate Bonds 0 % 0 %
(viii) Derivatives 0 % 0 %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies 2 % 2 % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
0 % 0 %
(xi) Cash and Cash Equivalents 0 % 0 %
(xii) Other 0 % 0 %
Generally describe any assets included in "Other"
(b) Asset Type End of year
(i) Exchange-Traded Equity Securities %
(ii) Non Exchange-Traded Equity Securities %
(iii) U.S. Government/Agency Bonds %
(iv) U.S. State and Local Bonds %
(v) Sovereign Bonds %
(vi) Investment Grade Corporate Bonds %
(vii) Non-Investment Grade Corporate Bonds %
(viii) Derivatives %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
%
(xi) Cash and Cash Equivalents %
(xii) Other %
Generally describe any assets included in "Other"
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).
(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date.

In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f).

You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year
Gross Notional
Exposure
(1) Regulatory Assets
Under Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year
Gross Notional
Exposure
(1) Regulatory Assets
Under Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10% $ $
10-149% $ $
150% or more $ $
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise.

SECTION 5.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under management.
(a) Legal name of custodian:

U.S. BANCORP
(b) Primary business name of custodian:

US BANK
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

CINCINNATI
State:

Ohio
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 432,349,177
(a) Legal name of custodian:

FIFTH THIRD SECURITIES, INC.
(b) Primary business name of custodian:

FIFTH THIRD SECURITIES, INC.
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

COLUMBUS
State:

Ohio
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8 - 2428
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 2,935,146,082
(a) Legal name of custodian:

HUNTINGTON BANCSHARES
(b) Primary business name of custodian:

HUNTINGTON
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

COLUMBUS
State:

Ohio
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 3,666,495,239
(a) Legal name of custodian:

BANK OF AMERICA CORPORATION
(b) Primary business name of custodian:

BANK OF AMERICA
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

CHARLOTTE
State:

North Carolina
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
9DJT3UXIJIZJI4WXO774
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 256,053,302
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.

A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank) (8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):

If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.

Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (2) If yes, is this other business your primary business? If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.

Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.

SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):

If you engage in that business under a different name, provide that name:

SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.

If you engage in that business under a different name, provide that name:

Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.

A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliatesand any person that is under common control with you.

You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2) other investment adviser (including financial planners) (3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2).

Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser.

For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D.

You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.

You must complete Section 7.A. of Schedule Dfor each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.

1. Legal Name of Related Person:

MEEDER ASSET MANAGEMENT, INC

2. Primary Business Name of Related Person:

MEEDER ASSET MANAGEMENT, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 9839
or
Other

4. Related Person's
(a) CRD Number (if any):
105794
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

MEEDER DISTRIBUTION SERVICES, INC.

2. Primary Business Name of Related Person:

MEEDER DISTRIBUTION SERVICES, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 8 - 47374
or
Other

4. Related Person's
(a) CRD Number (if any):
36773
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

MEEDER INSURANCE SERVICES, LLC

2. Primary Business Name of Related Person:

MEEDER INVESTMENT MANAGEMENT, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

MEEDER ADVISORY SERVICES, INC

2. Primary Business Name of Related Person:

MEEDER ADVISORY SERVICES, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 40023
or
Other

4. Related Person's
(a) CRD Number (if any):
106814
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location? Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section

7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.

SECTION 7.B.(1) Private Fund Reporting
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.

Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.

Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? (3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No (1) securities to be bought or sold for a client's account? (2) amount of securities to be bought or sold for a client's account? (3) broker or dealer to be used for a purchase or sale of securities for a client's account? (4) commission rates to be paid to a broker or dealer for a client's securities transactions? D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E. Do you or any related person recommend brokers or dealers to clients? F. If you answer "yes" to E. above, are any of the brokers or dealers related persons? G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934?
H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.

In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals.

Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices.

A. (1) Do you have custody of any advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).

Instead, include that information in your response to Item 9.B.(2).

B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ 16,661,196,629 (b) 400
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2) An independent public accountantaudits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools.
(3) An independent public accountantconducts an annual surprise examination of client funds and securities. (4) An independent public accountantprepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities.

If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule Dthe accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule Dif you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).

D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No (1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountantduring your last fiscal year, provide the date (MM/YYYY) the examination commenced :

F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? 2 SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Section 9.C. for each independent public accountant.
(1) Name of the independent public accountant:

COHEN & CO
(2) The location of the independent public accountant's office responsible for the services provided:

Number and Street 1: Number and Street 2:
1350 EUCLID SUITE 800
City: State: Country: ZIP+4/Postal Code:

CLEVELAND Ohio United States 44115
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? If "yes," Public Company Accounting Oversight Board-Assigned Number:
925
(4) If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?
(5) The independent public accountant is engaged to:

A.
audit a pooled investment vehicle
B.
perform a surprise examination of clients' assets
C.
prepare an internal control report
(6) Since your last annual updating amendment, did all of the reports prepared by the independent public accountantthat audited the pooled investment vehicle or that examined internal controls contain unqualified opinions? Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.
(1) Name of the independent public accountant:

PLANTE & MORAN, PLLC
(2) The location of the independent public accountant's office responsible for the services provided:

Number and Street 1: Number and Street 2:
3000 TOWN CENTER SUITE 100
City: State: Country: ZIP+4/Postal Code:

SOUTHFIELD Michigan United States 48075
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? If "yes," Public Company Accounting Oversight Board-Assigned Number:
166
(4) If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?
(5) The independent public accountant is engaged to:

A.
audit a pooled investment vehicle
B.
perform a surprise examination of clients' assets
C.
prepare an internal control report
(6) Since your last annual updating amendment, did all of the reports prepared by the independent public accountantthat audited the pooled investment vehicle or that examined internal controls contain unqualified opinions? Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.
(1) Name of the independent public accountant:

SIKICH LLP
(2) The location of the independent public accountant's office responsible for the services provided:

Number and Street 1: Number and Street 2:
1415 DIEHL ROAD SUITE 400
138

FORM ADV

UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS Primary Business Name:MEEDER PUBLIC FUNDS, INC. CRD Number: 106816 Other-Than-Annual Amendment - All Sections Rev. 10/2021 8/9/2023 2:21:37 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.

Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.

A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):

MEEDER PUBLIC FUNDS, INC.

B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A.

MEEDER PUBLIC FUNDS, INC.

List on Section 1.B. of Schedule Dany additional names under which you conduct your advisory business. (2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box If you check this box, complete a Schedule R for each relying adviser.

C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of
your legal name or your primary business name:

D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-37125 (2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:

No Information Filed
E. (1) If you have a number (" CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 106816 If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates. (2) If you have additional CRD Numbers, your additional CRD numbers:

No Information Filed
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):

Number and Street 1:
6125 MEMORIAL DRIVE
Number and Street 2:

City:

DUBLIN
State:

Ohio
Country:

United States
ZIP+4/Postal Code:
43017
If this address is a private residence, check this box:

List on Section 1.F. of Schedule Dany office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year.
(2) Days of week that you normally conduct business at your principal office and place of business:

Monday - Friday Other:

Normal business hours at this location:
8 A.M - 5 P.M.
(3) Telephone number at this location:
800-325-3539
(4) Facsimile number at this location, if any:
614-923-1145
(5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most recently completed fiscal year?
4 G. Mailing address, if different from your principal office and place of businessaddress:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?
If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D.

If a website address serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.

J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief Compliance Officer, if you have one. If not, you must complete Item 1.K. below.

Name: Other titles, if any:

Telephone number: Facsimile number, if any:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

Electronic mail (e-mail) address, if Chief Compliance Officer has one:
(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):

Name:

IRS Employer Identification Number:

K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you may provide that information here.

Name: Titles:

Telephone number: Facsimile number, if any:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

Electronic mail (e-mail) address, if contact person has one:

Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your principal office and place of business? If "yes," complete Section 1.L. of Schedule D.

Yes No
M. Are you registered with a foreign financial regulatory authority? Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes," complete Section 1.M. of Schedule D.

Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934? Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year? If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
$10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on the balance sheet for your most recent fiscal year end.

P. Provide your Legal Entity Identifier if you have one:
5493009AQ17D375CMP13
A legal entity identifieris a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.

SECTION 1.B. Other Business Names
List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business name.

Name: MEEDER INVESTMENT MANAGEMENT, INC.

Jurisdictions
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
WY
Other:

List your other business names and the jurisdictions in which you use them. You must complete a separate Schedule D Section 1.B. for each business name.

Name: PATTERSON & ASSOCIATES
Jurisdictions
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
WY
Other:

SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.

You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
222 SOUTH MAIN STREET
Number and Street 2:
5TH FLOOR
City:

SALT LAKE CITY
State:

Utah
Country:

United States
ZIP+4/Postal Code:
84101
If this address is a private residence, check this box:

Telephone Number:
866-633-3371
Facsimile Number, if any:

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.

You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
111 WEST OCEAN BLVD
Number and Street 2:
4TH FLOOR
City:

LONG BEACH
State:

California
Country:

United States
ZIP+4/Postal Code:
90802
If this address is a private residence, check this box:

Telephone Number:
866-633-3371
Facsimile Number, if any:

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.

You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
120 N. WASHINGTON SQUARE
Number and Street 2:

SUITE 300-PMB 5026
City:

LANSING
State:

Michigan
Country:

United States
ZIP+4/Postal Code:
48933
If this address is a private residence, check this box:

Telephone Number:
866-633-3371
Facsimile Number, if any:

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 1 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business.

You must complete a separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only the largest twenty-five offices (in terms of numbers of employees).

Number and Street 1:
901 MOPAC EXPRESSWAY SOUTH
Number and Street 2:

BUILDING 1, SOUTH
City:

AUSTIN
State:

Texas
Country:

United States
ZIP+4/Postal Code:
78746
If this address is a private residence, check this box:

Telephone Number:
800-325-3539
Facsimile Number, if any:

If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:

How many employees perform investment advisory functions from this office location? 3 Are other business activities conducted at this office location? (check all that apply) (1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank) (3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:

SECTION 1.I. Website Addresses
List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter, Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.

Address of Website/Account on Publicly Available Social Media Platform: Http://meederinvestment.com Address of Website/Account on Publicly Available Social Media Platform: Http://linkedin.com/company/meeder-investment-management Address of Website/Account on Publicly Available Social Media Platform: Http://twitter.com/MeederIM Address of Website/Account on Publicly Available Social Media Platform: Http://instagram.com/meederinvestment Address of Website/Account on Publicly Available Social Media Platform: Http://facebook.com/meederinvestment/ SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate Schedule D, Section 1.L. for each location.

Name of entity where books and records are kept:

SECURITY SELF STORAGE
Number and Street 1:
1507 W. WILLIAM CANNON
Number and Street 2:

City:

AUSTIN
State:

Texas
Country:

United States
ZIP+4/Postal Code:
78745
If this address is a private residence, check this box:

Telephone Number:
512-442-1934
Facsimile number, if any:

This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

HISTORICAL BOOKS AND RECORDS
Name of entity where books and records are kept:

FIREPROOF
Number and Street 1:
3827 BROOKHAM DRIVE
Number and Street 2:

City:

GROVE CITY
State:

Ohio
Country:

United States
ZIP+4/Postal Code:
43123
If this address is a private residence, check this box:

Telephone Number:
614-299-2122
Facsimile number, if any:
614-421-4526
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.

Briefly describe the books and records kept at this location.

HISTORICAL BOOKS AND RECORDS
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities No Information Filed
Item 2 SEC Registration/Reporting
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.

A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you may affirmatively respond to each of these items.

You (the adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or (b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business; Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.
(3) Reserved
(4) have your principal office and place of businessoutside the United States; (5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940; (6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940 and has not withdrawn the election, and you have at least $25 million of regulatory assets under management;
(7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);
(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and your principal office and place of businessis the same as the registered adviser; If you check this box, complete Section 2.A.(8) of Schedule D. (9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days; If you check this box, complete Section 2.A.(9) of Schedule D. (10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d); If you check this box, complete Section 2.A.(10) of Schedule D. (11) are an Internet adviser relying on rule 203A-2(e); (12) have received an SEC order exempting you from the prohibition against registration with the SEC; If you check this box, complete Section 2.A.(12) of Schedule D. (13) are no longer eligible to remain registered with the SEC.

State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently receive them, uncheck the box(es) next to those state(s).

Jurisdictions
AL
AK
AZ
AR
CA
CO
CT
DE
DC
FL
GA
GU
HI
ID
IL
IN
IA
KS
KY
LA
ME
MD
MA
MI
MN
MS
MO
MT
NE
NV
NH
NJ
NM
NY
NC
ND
OH
OK
OR
PA
PR
RI
SC
SD
TN
TX
UT
VT
VI
VA
WA
WV
WI
WY
If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).

SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment adviser that is registered with the SEC and your principal office and place of businessis the same as that of the registered adviser, provide the following information:

Name of Registered Investment Adviser
CRD Number of Registered Investment Adviser
SEC Number of Registered Investment Adviser
-
SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations. You must make both of these representations:

I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC within 120 days after the date my registration with the SEC becomes effective.

I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers Act from registering with the SEC.

SECTION 2.A.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.

If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:

I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state securities authorities in those states.

I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an investment adviser with the state securities authorities of those states.

If you are submitting your annual updating amendment, you must make this representation:

Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15 states to register as an investment adviser with the state securities authorities in those states.

SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:

Application Number:
803-
Date of order:

Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.

A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):

If you are changing your response to this Item, see Part 1A Instruction 4.

B. In what month does your fiscal year end each year?

DECEMBER
C. Under the laws of what state or country are you organized? State Country
Ohio United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country where you reside.

If you are changing your response to this Item, see Part 1A Instruction 4.

Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g., form of organization or state of incorporation)? If "yes", complete Item 4.B. and Section 4 of Schedule D.

B. Date of Succession: (MM/DD/YYYY)
If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.

SECTION 4 Successions
No Information Filed
Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.

Employees
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).

A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers. 48 B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)? 29 (2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer? 4 (3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?
9 (4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an investment adviser other than you? 2 (5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency? 1 (6) Approximately how many firms or other persons solicit advisory clients on your behalf? 1 In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.

Clients
In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.

C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently completed fiscal year?
5 (2) Approximately what percentage of your clients are non- United States persons? 0%
D. For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses organized as sole proprietorships.

The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (1)(d) or (3)(d) below.

Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1).

The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item 5.F.(2)(c) below.

If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.

Type of Client
(1) Number of
Client(s)
(2) Fewer than
5 Clients
(3) Amount of Regulatory Assets
under Management
(a) Individuals (other than high net worth individuals) $ (b) High net worth individuals $
(c) Banking or thrift institutions $
(d) Investment companies $
(e) Business development companies $
(f) Pooled investment vehicles (other than investment companies and business development companies)
1 $ 168,582,624
(g) Pension and profit sharing plans (but not the plan participants or government pension plans)
$
(h) Charitable organizations $
(i) State or municipal government entities (including government pension plans)
367 $ 25,202,946,725
(j) Other investment advisers $
(k) Insurance companies $
(l) Sovereign wealth funds and foreign official institutions $ (m) Corporations or other businesses not listed above $ (n) Other: $
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify):

Item 5 Information About Your Advisory Business - Regulatory Assets Under Management Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios? (2) If yes, what is the amount of your regulatory assets under management and total number of accounts? U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $ 17,231,438,977 (d) 387
Non-Discretionary: (b) $ 8,140,090,372 (e) 129
Total: (c) $ 25,371,529,349 (f) 516
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.
(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non- United States persons?
$ 0
Item 5 Information About Your Advisory Business - Advisory Activities Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply. (1) Financial planning services
(2) Portfolio management for individuals and/or small businesses (3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies) (5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers) (8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other(specify):

Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section 5.G.(3) of Schedule D.

H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year? 0 1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.

Yes No
I. (1) Do you participate in a wrap fee program?
(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$
(b) portfolio manager for a wrap fee program?
$
(c) sponsor to and portfolio manager for the same wrap fee program? $
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).

If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D.

If your involvement in a wrap fee programis limited to recommending wrap fee programsto your clients, or you advise a mutual fund that is offered through a wrap fee program, do not check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2).

Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under management?
K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?
If yes, complete Section 5.K.(1) of Schedule D.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise? If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of this remaining amount of regulatory assets under management? If yes, complete Section 5.K.(3) of Schedule D for each custodian.

L. Marketing Activities
Yes No
(1) Do any of your advertisements include:
(a) Performance results?
(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))? (c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))? (e) Third-party ratings?
(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of testimonials, endorsements, or third-party ratings? (3) Do any of your advertisements include hypothetical performance ? (4) Do any of your advertisements include predecessor performance ? SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
No Information Filed
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.

Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank instruments.

Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance relating to this Section. (a) Asset Type Mid-year End of year
(i) Exchange-Traded Equity Securities 0 % 0 %
(ii) Non Exchange-Traded Equity Securities 0 % 0 %
(iii) U.S. Government/Agency Bonds 78 % 81 %
(iv) U.S. State and Local Bonds 5 % 3 %
(v) Sovereign Bonds 0 % 0 %
(vi) Investment Grade Corporate Bonds 15 % 14 %
(vii) Non-Investment Grade Corporate Bonds 0 % 0 %
(viii) Derivatives 0 % 0 %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies 2 % 2 % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
0 % 0 %
(xi) Cash and Cash Equivalents 0 % 0 %
(xii) Other 0 % 0 %
Generally describe any assets included in "Other"
(b) Asset Type End of year
(i) Exchange-Traded Equity Securities %
(ii) Non Exchange-Traded Equity Securities %
(iii) U.S. Government/Agency Bonds %
(iv) U.S. State and Local Bonds %
(v) Sovereign Bonds %
(vi) Investment Grade Corporate Bonds %
(vii) Non-Investment Grade Corporate Bonds %
(viii) Derivatives %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % (x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies)
%
(xi) Cash and Cash Equivalents %
(xii) Other %
Generally describe any assets included in "Other"
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2) If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).
(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date.

In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with respect to each category of derivatives specified in 3(a) through (f).

You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below. (i) Mid-Year
Gross Notional
Exposure
(1) Regulatory Assets
Under Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (ii) End of Year
Gross Notional
Exposure
(1) Regulatory Assets
Under Management
(2)
Borrowings (3) Derivative Exposures
(a) Interest
Rate
Derivative
(b) Foreign
Exchange
Derivative
(c) Credit
Derivative
(d) Equity
Derivative
(e) Commodity
Derivative
(f) Other
Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise. (b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.

In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional value of all derivatives, by (ii) the regulatory assets under management of the account.

In column 2, provide the dollar amount of borrowings for the accounts included in column 1.

You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000.

Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.

Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings Less than 10% $ $
10-149% $ $
150% or more $ $
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the separately managed accounts that you advise.

SECTION 5.K.(3) Custodians for Separately Managed Accounts Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under management.
(a) Legal name of custodian:

U.S. BANCORP
(b) Primary business name of custodian:

US BANK
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

CINCINNATI
State:

Ohio
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 432,349,177
(a) Legal name of custodian:

FIFTH THIRD SECURITIES, INC.
(b) Primary business name of custodian:

FIFTH THIRD SECURITIES, INC.
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

COLUMBUS
State:

Ohio
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) 8 - 2428
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 2,935,146,082
(a) Legal name of custodian:

HUNTINGTON BANCSHARES
(b) Primary business name of custodian:

HUNTINGTON
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

COLUMBUS
State:

Ohio
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 3,666,495,239
(a) Legal name of custodian:

BANK OF AMERICA CORPORATION
(b) Primary business name of custodian:

BANK OF AMERICA
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :

City:

CHARLOTTE
State:

North Carolina
Country:

United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any) -
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier(if any)
9DJT3UXIJIZJI4WXO774
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian? $ 256,053,302
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.

A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank) (8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):

If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.

Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)? (2) If yes, is this other business your primary business? If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.

Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients? If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.

SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):

If you engage in that business under a different name, provide that name:

SECTION 6.B.(3) Description of Other Products and Services Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.

If you engage in that business under a different name, provide that name:

Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and your clients.

A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliatesand any person that is under common control with you.

You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered) (2) other investment adviser (including financial planners) (3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of a broker-dealer should be disclosed under Item 5.B.(2).

Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D for your relying advisers. You should complete a Schedule R for each relying adviser.

For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D.

You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship with the related person otherwise creates a conflict of interest with your clients.

You must complete Section 7.A. of Schedule Dfor each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.

1. Legal Name of Related Person:

MEEDER ASSET MANAGEMENT, INC

2. Primary Business Name of Related Person:

MEEDER ASSET MANAGEMENT, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 9839
or
Other

4. Related Person's
(a) CRD Number (if any):
105794
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

MEEDER DISTRIBUTION SERVICES, INC.

2. Primary Business Name of Related Person:

MEEDER DISTRIBUTION SERVICES, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 8 - 47374
or
Other

4. Related Person's
(a) CRD Number (if any):
36773
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

MEEDER INSURANCE SERVICES, LLC

2. Primary Business Name of Related Person:

MEEDER INVESTMENT MANAGEMENT, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) -
or
Other

4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location?

1. Legal Name of Related Person:

MEEDER ADVISORY SERVICES, INC

2. Primary Business Name of Related Person:

MEEDER ADVISORY SERVICES, INC.

3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-) 801 - 40023
or
Other

4. Related Person's
(a) CRD Number (if any):
106814
(b) CIK Number(s) (if any):

No Information Filed

5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer (b) other investment adviser (including financial planners) (c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration) (g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles (p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles Yes No

6. Do you control or are you controlled by the related person?

7. Are you and the related person under common control?

8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients? (b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds or securities that are maintained at the related person? (c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:

Number and Street 1: Number and Street 2:

City: State: Country: ZIP+4/Postal Code:

If this address is a private residence, check this box:

Yes No

9. (a) If the related person is an investment adviser, is it exempt from registration? (b) If the answer is yes, under what exemption?

10. (a) Is the related person registered with a foreign financial regulatory authority ? (b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.

No Information Filed

11. Do you and the related person share any supervised persons?

12. Do you and the related person share the same physical location? Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6 of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC exempt reporting adviser reports this information with respect to any such private fund in Section

7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.

In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation, pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.

SECTION 7.B.(1) Private Fund Reporting
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during the next year.

Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.

Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)? (2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients? (3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other than those mentioned in Items 8.A.(1) or (2))? Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to or bought from the brokerage customer (agency cross transactions)? (2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related person serves as underwriter or general or managing partner? (3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales commissions as a broker or registered representative of a broker-dealer)? Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No (1) securities to be bought or sold for a client's account? (2) amount of securities to be bought or sold for a client's account? (3) broker or dealer to be used for a purchase or sale of securities for a client's account? (4) commission rates to be paid to a broker or dealer for a client's securities transactions? D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons? E. Do you or any related person recommend brokers or dealers to clients? F. If you answer "yes" to E. above, are any of the brokers or dealers related persons? G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in connection with client securities transactions? (2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the Securities Exchange Act of 1934?
H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals? (2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash compensation in addition to the employee's regular salary)? I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.

In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item 8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals.

Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of 1940) assets and about your custodial practices.

A. (1) Do you have custody of any advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients' accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person. (2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ (b)
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2).

Instead, include that information in your response to Item 9.B.(2).

B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No (a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b). (2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have custody:

U.S. Dollar Amount Total Number of Clients
(a) $ 16,661,196,629 (b) 400
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage. (2) An independent public accountantaudits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the investors in the pools.
(3) An independent public accountantconducts an annual surprise examination of client funds and securities. (4) An independent public accountantprepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for client funds and securities.

If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule Dthe accountants that are engaged to perform the audit or examination or prepare an internal control report. (If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule Dif you already provided this information with respect to the private funds you advise in Section 7.B.(1) of Schedule D).

D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No (1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s) If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.

E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountantduring your last fiscal year, provide the date (MM/YYYY) the examination commenced :

F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians for your clients in connection with advisory services you provide to clients? 2 SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a pooled investment vehicle that you manage, or prepare an internal control report. You must complete a separate Schedule D Section 9.C. for each independent public accountant.
(1) Name of the independent public accountant:

COHEN & CO
(2) The location of the independent public accountant's office responsible for the services provided:

Number and Street 1: Number and Street 2:
1350 EUCLID SUITE 800
City: State: Country: ZIP+4/Postal Code:

CLEVELAND Ohio United States 44115
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? If "yes," Public Company Accounting Oversight Board-Assigned Number:
925
(4) If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?
(5) The independent public accountant is engaged to:

A. audit a pooled investment vehicle
B. perform a surprise examination of clients' assets
C. prepare an internal control report
(6) Since your last annual updating amendment, did all of the reports prepared by the independent public accountantthat audited the pooled investment vehicle or that examined internal controls contain unqualified opinions? Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.
(1) Name of the independent public accountant:

PLANTE & MORAN, PLLC
(2) The location of the independent public accountant's office responsible for the services provided:

Number and Street 1: Number and Street 2:
3000 TOWN CENTER SUITE 100
City: State: Country: ZIP+4/Postal Code:

SOUTHFIELD Michigan United States 48075
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? If "yes," Public Company Accounting Oversight Board-Assigned Number:
166
(4) If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?
(5) The independent public accountant is engaged to:

A. audit a pooled investment vehicle
B. perform a surprise examination of clients' assets
C. prepare an internal control report
(6) Since your last annual updating amendment, did all of the reports prepared by the independent public accountantthat audited the pooled investment vehicle or that examined internal controls contain unqualified opinions? Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.
(1) Name of the independent public accountant:

SIKICH LLP
(2) The location of the independent public accountant's office responsible for the services provided:

Number and Street 1: Number and Street 2:
1415 DIEHL ROAD SUITE 400
City: State: Country: ZIP+4/Postal Code:

NAPERVILLE Illinois United States 60593
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board? If "yes," Public Company Accounting Oversight Board-Assigned Number:
5590
(4) If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its rules?
(5) The independent public accountant is engaged to:

A.
audit a pooled investment vehicle
B.
perform a surprise examination of clients' assets
C.
prepare an internal control report
(6) Since your last annual updating amendment, did all of the reports prepared by the independent public accountantthat audited the pooled investment vehicle or that examined internal controls contain unqualified opinions? Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.

Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the filing adviser only.
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D .

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliatesare: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.
139
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D .

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliatesare: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliateto have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organizationor commodities exchange ever:
(1) found you or any advisory affiliateto have made a false statement or omission? (2) found you or any advisory affiliateto have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliateby expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,

11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliateby a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliatenow the subject of any civil proceedingthat could result in a "yes" answer to any part of Item 11.H.(1)? 140
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D .

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliatesare: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliateto have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organizationor commodities exchange ever:
(1) found you or any advisory affiliateto have made a false statement or omission? (2) found you or any advisory affiliateto have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliateby expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,

11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliateby a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliatenow the subject of any civil proceedingthat could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.

3. Do you have any indirect owners to be reported on Schedule B? Yes
No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last
Name, First Name, Middle Name)
DE/FE/ITitle or Status Date Title or Status
Acquired MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S. No. and Date of
Birth, IRS Tax No. or Employer ID No.
141
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D .

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliatesare: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliateto have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organizationor commodities exchange ever:
(1) found you or any advisory affiliateto have made a false statement or omission? (2) found you or any advisory affiliateto have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliateby expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,

11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliateby a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliatenow the subject of any civil proceedingthat could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.

3. Do you have any indirect owners to be reported on Schedule B? Yes No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last
Name, First Name, Middle Name)
DE/FE/ITitle or Status Date Title or Status
Acquired MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S. No. and Date of
Birth, IRS Tax No. or Employer ID No.

MEEDER, ROBERT, SHERMAN (JR) I CHIEF

EXECUTIVE

OFFICER
11/2013 NA Y N 2867295
MEEDER INVESTMENT MANAGEMENT, INC. DE PARENT

CORPORATION
11/2013 E Y N

MCCABE, TIMOTHY, NEIL I CHIEF LEGAL

OFFICER
09/2015 NA N N 5960808
CLICK, JOHN, JASON I PRESIDENT 01/2015 NA Y N 3060649

JENNINGS, DOUGLAS, RICHARD I CHIEF

COMPLIANCE

OFFICER
09/2016 NA N N 6700237

NESS, ADAM, SCOTT I CHIEF

FINANCIAL

OFFICER
08/2016 NA Y N 3083419

NESS, ADAM, SCOTT I CHIEF

OPERATING

OFFICER
10/2017 NA Y N 3083419

HEADINGS, JASON, DALE I SENIOR VICE

PRESIDENT
01/2015 NA Y N 4815749
Schedule B
Indirect Owners

1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.

2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.

3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.

5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last Name, First
Name, Middle Name)
DE/FE/IEntity in Which
Interest is
Owned
Status Date Status
Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None:

S.S. No. and Date
of Birth, IRS Tax
No. or Employer ID
No.

ROBERT S. MEEDER, JR., AS TRUSTEE OF THE ROBERT S.

MEEDER, JR. RESTATED TRUST, U/T/A DATED MAY 22,
2018, AS AMENDED

DE MEEDER

INVESTMENT

MANAGEMENT,
INC.

PRESIDENT 05/1993 D Y N xxx-xx-xxxx
"ROBERT S. MEEDER, SR., AS TRUSTEE OF THE THE
ROBERT S. MEEDER, SR. 2019 IRREVOCABLE TRUST

DE MEEDER

INVESTMENT

MANAGEMENT,
INC.

SHAREHOLDER 07/2018 C Y N xxx-xx-xxxx
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information. 142
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D .

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliatesare: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliateto have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organizationor commodities exchange ever:
(1) found you or any advisory affiliateto have made a false statement or omission? (2) found you or any advisory affiliateto have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliateby expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,

11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliateby a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliatenow the subject of any civil proceedingthat could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.

3. Do you have any indirect owners to be reported on Schedule B? Yes No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last
Name, First Name, Middle Name)
DE/FE/ITitle or Status Date Title or Status
Acquired MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S. No. and Date of
Birth, IRS Tax No. or Employer ID No.

MEEDER, ROBERT, SHERMAN (JR) I CHIEF

EXECUTIVE

OFFICER
11/2013 NA Y N 2867295
MEEDER INVESTMENT MANAGEMENT, INC. DE PARENT

CORPORATION
11/2013 E Y N

MCCABE, TIMOTHY, NEIL I CHIEF LEGAL

OFFICER
09/2015 NA N N 5960808
CLICK, JOHN, JASON I PRESIDENT 01/2015 NA Y N 3060649

JENNINGS, DOUGLAS, RICHARD I CHIEF

COMPLIANCE

OFFICER
09/2016 NA N N 6700237

NESS, ADAM, SCOTT I CHIEF

FINANCIAL

OFFICER
08/2016 NA Y N 3083419

NESS, ADAM, SCOTT I CHIEF

OPERATING

OFFICER
10/2017 NA Y N 3083419

HEADINGS, JASON, DALE I SENIOR VICE

PRESIDENT
01/2015 NA Y N 4815749
Schedule B
Indirect Owners

1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.

2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.

3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.

5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last Name, First
Name, Middle Name)
DE/FE/IEntity in Which
Interest is
Owned
Status Date Status
Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None:

S.S. No. and Date
of Birth, IRS Tax
No. or Employer ID
No.

ROBERT S. MEEDER, JR., AS TRUSTEE OF THE ROBERT S.

MEEDER, JR. RESTATED TRUST, U/T/A DATED MAY 22,
2018, AS AMENDED

DE MEEDER

INVESTMENT

MANAGEMENT,
INC.

PRESIDENT 05/1993 D Y N xxx-xx-xxxx
"ROBERT S. MEEDER, SR., AS TRUSTEE OF THE THE
ROBERT S. MEEDER, SR. 2019 IRREVOCABLE TRUST

DE MEEDER

INVESTMENT

MANAGEMENT,
INC.

SHAREHOLDER 07/2018 C Y N xxx-xx-xxxx
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.

Schedule R
No Information Filed
DRP Pages

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
Part 2
Exemption from brochure delivery requirements for SEC-registered advisers SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure.

Yes No
Are you exempt from delivering a brochure to all of your clients under these rules? If no, complete the ADV Part 2 filing below.

Amend, retire or file new brochures:

Part 3
CRS Type(s) Affiliate Info Retire
There are no CRS filings to display.

Execution Pages

DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.

Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of businessand any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceedingor arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of businessor of any state in which you are submitting a notice filing.

Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act. 143
should be provided for the filing adviser only.

If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers. Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that you filed with your initial application or report, you must complete Schedule C.

Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies? If yes, complete Section 10.A. of Schedule D.

B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934, please complete Section 10.B. of Schedule D .

SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies No Information Filed
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV, "you" and "your" include the filing adviser and all relying advisers under an umbrella registration.

Your advisory affiliatesare: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners, or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you.

If you are a "separately identifiable department or division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.

If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order, judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.

You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.

Yes No
Do any of the events below involve you or any of your supervised persons? For "yes" answers to the following questions, complete a Criminal Action DRP:

A. In the past ten years, have you or any advisory affiliate: Yes No (1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony? (2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently pending.

B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving:
investments or an investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses? (2) been charged with a misdemeanor listed in Item 11.B.(1)? If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently pending.

For "yes" answers to the following questions, complete a Regulatory Action DRP:

C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No (1) found you or any advisory affiliate to have made a false statement or omission? (2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes? (3) found you or any advisory affiliateto have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity? (5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity? D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical? (2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes? (3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity? (5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from associating with an investment-related business or restricted your or any advisory affiliate's activity? E. Has any self-regulatory organizationor commodities exchange ever:
(1) found you or any advisory affiliateto have made a false statement or omission? (2) found you or any advisory affiliateto have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted?
(4) disciplined you or any advisory affiliateby expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate from association with other members, or otherwise restricting your or the advisory affiliate's activities? F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,

11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:

H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity? (b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations? (c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliateby a state or foreign financial regulatory authority?
(2) Are you or any advisory affiliatenow the subject of any civil proceedingthat could result in a "yes" answer to any part of Item 11.H.(1)? Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the definition of "small business" or "small organization" under rule 0-7.

Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to state registration.

For purposes of this Item 12 only:

Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).

Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is presumed to control the other person.

Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year? If "yes," you do not need to answer Items 12.B. and 12.C.

B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on the last day of its most recent fiscal year? (2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
Schedule A
Direct Owners and Executive Officers

1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to amend this information.

2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a company subject to Section 12 or 15(d) of the Exchange Act); Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in- law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your capital, the trust and each trustee; and (e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital, and (ii) if managed by elected managers, all elected managers.

3. Do you have any indirect owners to be reported on Schedule B? Yes No

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or executive officer is an individual.

5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75% A - 5% but less than 10% C - 25% but less than 50% E - 75% or more

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last
Name, First Name, Middle Name)
DE/FE/ITitle or Status Date Title or Status
Acquired MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None: S.S. No. and Date of
Birth, IRS Tax No. or Employer ID No.

MEEDER, ROBERT, SHERMAN (JR) I CHIEF

EXECUTIVE

OFFICER
11/2013 NA Y N 2867295
MEEDER INVESTMENT MANAGEMENT, INC. DE PARENT

CORPORATION
11/2013 E Y N

MCCABE, TIMOTHY, NEIL I CHIEF LEGAL

OFFICER
09/2015 NA N N 5960808
CLICK, JOHN, JASON I PRESIDENT 01/2015 NA Y N 3060649

JENNINGS, DOUGLAS, RICHARD I CHIEF

COMPLIANCE

OFFICER
09/2016 NA N N 6700237

NESS, ADAM, SCOTT I CHIEF

FINANCIAL

OFFICER
08/2016 NA Y N 3083419

NESS, ADAM, SCOTT I CHIEF

OPERATING

OFFICER
10/2017 NA Y N 3083419

HEADINGS, JASON, DALE I SENIOR VICE

PRESIDENT
01/2015 NA Y N 4815749
Schedule B
Indirect Owners

1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A, which asks for information about your direct owners. Use Schedule C to amend this information.

2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more of a class of a voting security of that corporation; For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60 days, through the exercise of any option, warrant, or right to purchase the security. (b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 25% or more of the partnership's capital; (c) in the case of an owner that is a trust, the trust and each trustee; and (d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the LLC's capital, and (ii) if managed by elected managers, all elected managers.

3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is reached, no further ownership information need be given.

4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an individual.

5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of securities owned (if more than one is issued).

6. Ownership codes are: C - 25% but less than 50% E - 75% or more D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)

7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act. (c) Complete each column.

FULL LEGAL NAME (Individuals: Last Name, First
Name, Middle Name)
DE/FE/IEntity in Which
Interest is
Owned
Status Date Status
Acquired

MM/YYYY
Ownership
Code
Control
Person
PR CRD No. If None:

S.S. No. and Date
of Birth, IRS Tax
No. or Employer ID
No.

ROBERT S. MEEDER, JR., AS TRUSTEE OF THE ROBERT S.

MEEDER, JR. RESTATED TRUST, U/T/A DATED MAY 22,
2018, AS AMENDED

DE MEEDER

INVESTMENT

MANAGEMENT,
INC.

PRESIDENT 05/1993 D Y N xxx-xx-xxxx
"ROBERT S. MEEDER, SR., AS TRUSTEE OF THE THE
ROBERT S. MEEDER, SR. 2019 IRREVOCABLE TRUST

DE MEEDER

INVESTMENT

MANAGEMENT,
INC.

SHAREHOLDER 07/2018 C Y N xxx-xx-xxxx
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.

Schedule R
No Information Filed
DRP Pages

CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed

CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
Part 2
Exemption from brochure delivery requirements for SEC-registered advisers SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory clients, you do not have to prepare a brochure.

Yes No
Are you exempt from delivering a brochure to all of your clients under these rules? If no, complete the ADV Part 2 filing below.

Amend, retire or file new brochures:

Part 3
CRS Type(s) Affiliate Info Retire
There are no CRS filings to display.

Execution Pages

DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.

Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you maintain your principal office and place of businessand any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceedingor arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your principal office and place of businessor of any state in which you are submitting a notice filing.

Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature:

DOUGLAS JENNINGS
Date: MM/DD/YYYY
08/09/2023
Printed Name:

DOUGLAS JENNINGS
Title:

CHIEF COMPLIANCE OFFICER
Adviser CRD Number:
106816

NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all amendments.

1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing.

2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in effect for any action brought against you or any of your former partners.

3. Non-Resident Investment Adviser Undertaking Regarding Books and Records By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940.

This undertaking shall be binding upon you, your heirs, successors and assigns, and any person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents.

Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.

I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these books and records to make them available to federal and state regulatory representatives.

Signature: Date: MM/DD/YYYY
Printed Name: Title:

Adviser CRD Number:
106816
144
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING

REASIGNMENT OF THE AGREEMENT WITH FHN FINANCIAL MAIN STREET ADVISORS LLC TO MEEDER PUBLIC FUNDS, INC.

WHEREAS, On October 31, 2023, FHN Main Street Advisors, LLC entered into an Agreement with Meeder Investment Management Inc.,
WHEREAS, FHN Main Street Advisors, LLC assets will be acquired by Meeder Investment Management Inc.

WHEREAS, FHN Main Street Advisors, LLC employees will become employees of Meeder and Meeder’s wholly owned subsidiary;
WHEREAS, Meeder Public Funds Inc. will assume operations of FHN Main Street Advisors, LLC.

WHEREAS, The City of Lynwood’s Agreement with FHN Main Street Advisors, LLC and the Investment Advisers Act of 1940 requires FHN Main Street Advisors, LLC to seek consent prior to transfer of the Agreement.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct and incorporates them herein as findings and as substantive part of this resolution.

Section 2. The City Council of the City of Lynwood approves and authorizes the Mayor to approve the attached Consent Letter authorizing reassignment of the Agreement between the City of Lynwood from FHN Main Street Advisory LLC to Meeder Public Funds, Inc. attached hereto as Exhibit A, in a form approved by the City Attorney.

Section 3. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 4. This resolution shall take effect immediately upon its adoption Section 5. The City Clerk shall certify as to the adoption of this Resolution and hereafter the same shall be in full force and effect.
145
PASSED, APPROVED and ADOPTED this 21st day of November 2023. ______________________________
Oscar Flores, Mayor
ATTEST:
___________________________
María Quinonez, City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________ ______________________________ Noel Tapia, City Attorney Ernie Hernandez, City Manager 146

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 21st day of November 2023, and passed by the following votes:

AYES:

Maria Quinonez, City Clerk Edwin Hernandez, City Manager 147

AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Harry Wong, Director of Finance & Administration
Sheila Harding, Deputy City Treasurer
SUBJECT:

BANKING SERVICES
Agenda Item # 10.3.

Recommendation:

Staff recommends that the City Council adopt the attached resolution entitled, “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE

CITY MANAGER OR HIS DESIGNEE TO NEGOTIATE BANKING TERMS WITH CITY STAFF’S TOP TWO (2) RANKED BANKING INSTITUTIONS”.

Background:

On May 2, 2023, the Finance & Administration Department and the City Treasurer’s Office issued a Request for Proposals (RFP) for banking services from qualified financially secure Federal or State chartered banking institutions that can offer comprehensive banking services at the best value to the City (i.e., lowest overall cost and/or highest overall revenue). The deadline to respond to the RFP was July 5, 2023.

Discussion and Analysis:

At the close of the deadline, the Finance & Administration Department and the City Treasurer’s Office received five (5) responding proposals. Below is the list of banking institutions that responded to the RFP:

City Council City Council Regular Meeting 148
Bank of the West
Commercial Bank of California
JPMorgan Chase
Wells Fargo
US Bancorp

The proposals were evaluated by staff in the Finance & Administration Department (Director, Senior Management Analyst, Accountant, Billing & Collections Supervisor) and the City Treasurer’s Office (Deputy City Treasurer). Staff evaluated the written proposals of four (4) institutions based on the following criteria:

Maximum Points 25
Ability
– Ability to meet the Government’s current and
project service requirements over the term of the banking agreement
Maximum Points 25
Pricing
– Provide competitive pricing for existing services
Maximum Points 15
Related Experience & Personnel
– Experience and
governmental knowledge of bank team. Quality
background, certifications of dedicated key personnel on the team
Maximum Points 15
Information Systems Including Cybersecurity
– The
systems available to enable the City to securely
electronically interface with the bank to obtain banking information, wire funds, transfer funds and perform all standard banking functions, etc.

Maximum Points 10
Firm Stability
– The bank’s financial standing among its
peers and credit quality rating
Maximum Points 10
References
– Quality and applicability of references

Please note one institution’s closet branch (downtown Los Angeles) proximity is too far from the City Hall complex as Finance and City Treasurer staff is sometime required to frequent the bank to conduct daily water billing services and other pertinent transactions, therefore, the proposal was not considered.

Over the course of several weeks, staff conducted interviews with the banking institutions to receive presentations and ask any additional questions. The banks have been ranked by staff as indicated below.

City Council City Council Regular Meeting 149

SCORE
JPMorgan Chase 94
Bank of the West 90
Wells Fargo 88
US Bancorp 83

Based on staff’s thorough review, evaluation and interview of the four (4) banks, staff is requesting authorization to negotiate banking terms with the top two ranked banking institutions, JPMorgan Chase and Bank of the West, for the best offer and services most beneficial to the City.

Overall, JPMorgan Chase offers all the essential services that meet the City’s needs and best pricing among all four banks, including the closeness of one of the two branches in the city to City Hall, key type accounts with reasonable interest and ECR rates. Bank of the West also offers services that meet the needs of the City. In addition, it also provides accounts that would be most beneficial to the City as it relates to fund security, competitive interest rate pricing, etc. The closet branches to the City are in Compton and South Gate.

After further negotiation with the top two ranked banking institutions, staff will re-evaluate their “best and final” terms and bring to the Council our proposed selection.

City Council City Council Regular Meeting 150
Resolution - Banking_Services.docx
Fiscal Impact:

The action recommended in this staff report will not have a fiscal impact on the City.

Coordinated With:

City Manager's Office
City Attorney
ATTACHMENTS:

Description
City Council City Council Regular Meeting 151
RESOLUTION NO.______________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD

AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO NEGOTIATE BANKING TERMS WITH CITY STAFF’S TOP TWO (2) RANKED BANKING INSTITUTIONS WHEREAS, on May 2, 2023, the Finance & Administration Department and the City Treasurer’s Office issued a Request for Proposals (RFP) for banking services from qualified financially secure Federal or State chartered banking institutions that can offer comprehensive banking services at the best value to the City. The deadline to respond to the RFP was July 5, 2023; and
WHEREAS, at the close of the deadline, the Finance & Administration Department and the City Treasurer’s Office received five (5) responding proposals from the following five banking institutions that responded to the RFP – Bank of the West, Commercial Bank of California, JPMorgan Chase, Well Fargo and US Bancorp; and WHEREAS, the proposals were evaluated by staff in the Finance & Administration Department (Director, Senior Management Analyst, Billing & Collections Supervisor, Accountant) and City Treasurer’s Office (Deputy City Treasurer); and WHEREAS, staff evaluated the written proposals of four (4) institutions based on criteria pertaining to ability, pricing, related experience & personnel, firm stability, and references; and
WHEREAS, one institution’s closet branch is too far from the City Hall complex as Finance & City Treasurer staff is sometime required to frequent the bank to conduct daily water billing services and other pertinent transactions, therefore, the proposal was not considered; and
WHEREAS, over the course of several weeks, staff conducted interviews with the banking institutions to receive presentations and ask any additional questions, and ultimately ranked the banks accordingly; and
WHEREAS, based on staff’s thorough review, evaluation, and interview of the four (4) banks, staff is requesting authorization to negotiate banking terms with the top two ranked banking institutions, JPMorgan Chase and Bank of the West, for the best offer and services most beneficial to the City; and
152
WHEREAS, after further negotiation with the top two ranked banking institutions, staff will re-evaluate their “best and final” terms and bring to the Council our proposed selection.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE AND DETERMINE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct, and incorporates them herein as findings and as a substantive part of this Resolution.

Section 2. That the City Council authorizes the City Manager or his designee to negotiate banking terms with City staff’s top two (2) ranked banking institutions.

Section 3. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 4. This Resolution shall take full force and effect immediately upon adoption by the City Council.

Section 5. The City Clerk shall certify as to the adoption of this City Council Resolution.

PASSED, APPROVED AND ADOPTED this ____ day of November, 2023. _________________________
Oscar Flores
Mayor
ATTEST:
________________________ __________________________
Maria Quinonez Ernie Hernandez
City Clerk City Manager
153
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

________________________ __________________________ Noel Tapia Harry Wong
City Attorney Director of Finance & Administration

STATE OF CALIFORNIA )
) §

COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a meeting held on the 21st day of November 2023.

AYES:

NOES:

ABSENT:

ABSTAIN:

_____________________ Date: _______________________
Maria Quiňonez,
City Clerk

STATE OF CALIFORNIA )
) §

COUNTY OF LOS ANGELES )
I, Maria Quinonez, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2023.XXX on file in my office and that said 154
Resolution was adopted on the date and by the vote therein stated. Dated this 21st day of November 2023.
__________________________ Date: _________________________ Maria Quiňonez,
City Clerk
155

AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Shanell Shipe, Assistant to the City Manager
SUBJECT:

RESOLUTION IN SUPPORT OF PRIME HEALTHCARE'S ST. FRANCIS

MEDICAL CENTER (SFMC) TO BARGAIN IN GOOD FAITH WITH SEIU-

UHW AND UNAC/UHCP
Agenda Item # 10.4.

Recommendation:

Approve a resolution in support of Prime Healthcare's St. Francis Medical Center to bargain in good faith with SEIU-HW and UNAC/UHCP
Background:

The over 1,500 registered nurses and healthcare workers employees at St. Francis have made major sacrifices on behalf of their patients. They have experienced massive layoffs and cuts and yet still provide their patients with the best care possible. Since 2020, these essential workers have risked their lives caring for our community throughout this public healthcare crisis.

Discussion and Analysis:

Burned out and traumatized from the COVID-19 pandemic, nurses and healthcare workers are leaving the industry in alarming numbers, leaving our state with an urgent patient care crisis.

During the height of the pandemic, the public deemed them as “Heroes”. Yet, now rising inflation and housing costs have left many of them unable to afford to live in these same communities where they serve.

They have upheld a tradition of caregivers collectively bargaining for their benefits and having a voice on the job. I’m writing to you to express my concern on behalf of these hospital workers who are now on strike after facing challenging conditions at the table from management in their attempt to bargain new contracts.

City Council City Council Regular Meeting 156
Sample Elected Letter of Support.docx
St. Francis Bargain in Good Faith Reso.docx
Fiscal Impact:

There is no fiscal impact to the City of Lynwood.

Coordinated With:

City Attorney's Office
ATTACHMENTS:

Description
City Council City Council Regular Meeting 157
October [XX], 2023
Dear NAME,
I am writing about the ongoing bargaining between Prime Healthcare’s St. Francis Medical Center (St. Francis) and the two bargaining unions, SEIU-UHW and UNAC/UHCP.

The over 1,500 registered nurses and healthcare workers employees at St. Francis have made major sacrifices on behalf of their patients. They have experienced massive layoffs and cuts and yet still provide their patients with the best care possible. Since 2020, these essential workers have risked their lives caring for our community throughout this public healthcare crisis.

Now, we face a radically changed healthcare landscape. Burned out and traumatized from the COVID-19 pandemic, nurses and healthcare workers are leaving the industry in alarming numbers, leaving our state with an urgent patient care crisis. During the height of the pandemic, the public deemed them as “Heroes”. Yet, now rising inflation and housing costs have left many of them unable to afford to live in these same communities where they serve.

They have upheld a tradition of caregivers collectively bargaining for their benefits and having a voice on the job. I’m writing to you to express my concern on behalf of these hospital workers who are now on strike after facing challenging conditions at the table from management in their attempt to bargain new contracts.

I share the demands that healthcare workers have expressed in bargaining, including:
 Across the board, pay raises that keep up with inflation and cost of living.  Hiring additional staff to deal with the nursing and staffing crisis consistent with California Title 22 regulation.
 No cuts to the vital services in our community
Given the strong support for collective bargaining and the value of organized labor in our Lynwood community, I see Prime’s response to the staffing shortage and stance in bargaining as unnecessarily aggressive and dangerous to public health. Patients who visit St. Francis for essential care in our community cannot afford to be put at further risk.

I would much rather prefer to see St. Francis working collaboratively with SEIU-UHW and UNAC/UHCP on investing in patient and worker safety, expanding the voice of essential workers in providing great care, and ensuring a wage and benefits package that is reflective of the leading role Prime Healthcare occupies in the healthcare industry. I urge you to re-evaluate your approach.
158
The clock is ticking. We hope Prime will again rise as a leader and model for the healthcare industry.

Sincerely,
[NAME]
[TITLE]
159
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA SUPPORTING
PRIME HEALTHCARE'S ST. FRANCIS MEDICAL CENTER (SFMC) TO

BARGAIN IN GOOD FAITH WITH SEIU-UHW AND UNAC/UHCP
WHEREAS, over 1,500 registered nurses and healthcare workers employees at St. Francis have made major sacrifices on behalf of their patients.; and WHEREAS, they have experienced massive layoffs and cuts and yet still provide their patients with the best care possible.; and
WHEREAS, since 2020, these essential workers have risked their lives caring for our community throughout this public healthcare crisis.; and WHEREAS, burned out and traumatized from the COVID-19 pandemic, nurses and healthcare workers are leaving the industry in alarming numbers, leaving our state with an urgent patient care crisis.; and
WHEREAS, During the height of the pandemic, the public deemed them as “Heroes”. Yet, now rising inflation and housing costs have left many of them unable to afford to live in these same communities where they serve; and WHEREAS, Patients who visit St. Francis for essential care in our community cannot afford to be put at further risk.; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, DETERMINE, ORDER AND RESOLVE AS FOLLOWS:

Section 1: The Lynwood City Council supports bargaining in good faith and calls for Prime Healthcare’s St. Francis Mecidal Center to work collaboratively with SEIU-UHW and UNAC/UHCP on investing in patient and worker safety.

Section 2. The City Clerk shall certify to the adoption of this resolution and hereafter the same shall be in full force and effect.
[SIGNATURES ON FOLLOWING PAGE]
160
PASSED, APPROVED and ADOPTED this 16th day of June 2020.

Oscar Flores
Mayor
ATTEST:

Maria Quinonez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

Noel Tapia Ernie Hernandez
City Attorney City Manager
161

AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Julian Lee, Director of Public Works
George Cambero, Interim Utility Manager
SUBJECT:

APPROVAL TO AMEND THE PROFESSIONAL SERVICES AGREEMENT
WITH ROBERT D. NIEHAUS, INC. FOR ADDITIONAL WATER AND

SEWER RATE STUDY ANALYSIS
Agenda Item # 10.5.

Recommendation:

Staff recommends that the City Council adopt the attached resolution entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING AN AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH ROBERT D.

NIEHAUS, INC. FOR ADDITIONAL WATER AND SEWER RATE STUDY ANALYSIS FOR A NOT TO EXCEED AMOUNT OF $11,050”
Background:

RDN completed the City of Lynwood 2023 Water and Sewer Rate Study as requested. The primary goal of the Water & Sewer Rate Study is to help the City establish rate structures that achieve the objectives of revenue stability, equitable cost recovery, and ratepayer affordability.

The study considers the legal framework in developing the rates to ensure that the calculated cost of service rates provide a fair and equitable allocation of costs to the different customer classes.

City Council City Council Regular Meeting 162
Recommendations were developed utilizing the City’s customer usage data, billing records, accounting, operating and management records, capital improvement plan, debt ratios, and reserve policies. Based on the provided data, key assumptions were made for the study using appropriate resources, RDN’s statistical/econometric analyses, data, plans, comparative examples, and industry expertise.

RDN’s recommendations were presented to City Council on June 6, 2023, August 15, 2023, and November 7, 2023.

Discussion and Analysis:

After the last Council Meeting on November 7, 2023, staff requested that RDN submit a cost Proposal for the City of Lynwood’s Water and Sewer Rate Study review that will allow additional options to be presented before City Council as the continuation of the Public Hearing for the Water and Sewer Rate Adjustment at the January 16, 2024.

RDN will provide additional rate options for consideration and include the benefits and long- term financial risks.

Additional Scope of Work requested:

Task 1
Project Management Thru February 2024
$1,360.00
Task 2
Update Financial Plan & Rate Options
$2,010.00
Task 3
In-Person Finance Committee Meeting Representation
$2,460.00
Task 4
In-Person Proposition 218 Hearing Representation
$3,350.00
Task 4
Update Report and Model
$1,670.00

Estimated Direct Expenses
$200.00

TOTAL
$11,050.00
Fiscal Impact:

The additional funding request of $11,050.00 will be funded equally from the Water and Sewer Operations Professional Services Account Numbers: 6051.45.450.62015 and 6401.45.460.62015.

Coordinated With:

City Manager’s Office
City Council City Council Regular Meeting 163
RDN Final Cost Proposal for City of Lynwood W WW Rate Study Additional Services_2023.11.08.pdf
RDN First Amendment Agreement.pdf
11-21-2023 RDN Amendment (Resolution) - PWD.doc
Department of Finance and Administration Services
ATTACHMENTS:

Description
City Council City Council Regular Meeting 164
City of Lynwood
Robert D. Niehaus, Inc. | November 8, 2023
Jack Lyon 805-618-1356 | [email protected]
140 East Carrillo Street, Santa Barbara, CA
93101
Cost Proposal
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November 8, 2023
Kristan Lloyd Jack Lyon, Director of Business Development Administrative Assistant Robert D. Niehaus, Inc.

City of Lynwood 140 E Carrillo Street
11330 Bulls Road Santa Barbara, CA 93101
Lynwood, CA 90262 Phone: (805) 962-0611
Email: [email protected]
Subject: Cost Proposal for City of Lynwood Water and Sewer Rate Study Additional Services Dear Ms. Lloyd,
Robert D. Niehaus, Inc. (RDN) is pleased to submit our cost proposal to perform additional services for the City of Lynwood’s Water and Sewer Rate Study. Enclosed is RDN’s not-to-exceed cost estimate to perform the additional services requested.

To discuss our proposal, which is valid for a 90-day period, please contact Jack Lyon, Director of Business Development, at 805-618-1356 or [email protected].

Managing Director, Principal Economist Director of Business Development

Respectfully submitted,

Robert D. Niehaus, Ph.D. Jack Lyon
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COST PROPOSAL
The tables below present RDN’s cost proposal and compensation schedule, respectively. Our not-to- exceed proposal to provide additional consulting services to conduct the City of Lynwood’s Water and Sewer Rate Study, including other direct costs and travel, is $11,050.

To inform our estimate, we assumed the following additional services:
• Project management support through February 2024 (Task 1). • Updated financial plan to consider two rate options and their impacts on debt service coverage ratio, capital expenditures, and fund balances including reserves (Task 2). • Present the two rate options to City staff via webinar (Task 2). • Senior Advisor attends one in-person Finance Meeting November 2023 or December 2023 (Task 3). • Project Manager and Senior Advisor attend in-person Proposition 218 Hearing January 2024 (Task 4). • Update Microsoft Excel model and Final Report to reflect adopted financial plan and rates (Task 5).

Table 1. Cost Proposal for Water and Sewer Comprehensive Cost of Service/Rate Study

Table 2. RDN Labor Rates

Tasks Principal Project
Manager
Senior
Advisor
Senior
Analyst
Associate
Analyst
Task 1. Project Management Thru February 2024 - 8 - - - 8 $1,360 Task 2. Update Financial Plan & Rate Options - 4 2 1 4 11 $2,010 Task 3. In-Person Finance Committee Meeting - 2 6 - 2 10 $2,460 Task 4. In-Person Proposition 218 Hearing - 8 6 - 1 15 $3,350 Task 5. Update Report and Model - 2 2 1 4 9 $1,670 Estimated Direct Expenses $200
Total Hours - 24 16 2 11 53 Hourly Rate $320 $170 $310 $190 $130
Total Additional Cost $0 $4,080 $4,960 $380 $1,430
Robert D. Niehaus, Inc.
$11,050
Total
Hours
Total
Cost
Consultant Labor Category Hourly Rate
Robert Niehaus, Ph.D. Principal $320
Sanjay Gaur, M.P.A., M.S. Senior Advisor $310
Ichiko Kido, M.B.A Senior Analyst $190
Anthony Elowsky, M.A. Project Manager $170
Bjorn Kallerud, M.Sc. Associate Analyst $130
Zachary VanDinther, B.S. Associate Analyst $130
169
170

Page 1 of 2 ends

FIRST AMENDMENT TO THE AGREEMENT BETWEEN
CITY OF LYNWOOD AND ROBERT D. NIEHAUS, INC.

This First Amendment (the “First Amendment”) is entered into this 21st day of November 2023 by and between the City of Lynwood (“City”) and ROBERT D.

NIEHAUS, INC. (“Consultant”), (collectively the “Parties”).

RECITALS
WHEREAS, the City of Lynwood and Consultant, have entered into an Agreement, dated November 21 , 2022 , which Agreement sets for th the terms and conditions for Consultant to provide additional review and recommendations of the Water and Sewer Rate Study. (“Master Agreement”), and
WHEREAS, the City desires to utilize the services of Consultant to complete additional task for the design as set forth in the scope of services attached hereto as Exhibit A; and
WHEREAS, Consultant is willing to provide said services; and WHEREAS, the cost for the additional services shall not exceed $11,050.; and WHEREAS, the additional work will take approximately 3 months to complete.

NOW, THEREFORE in consideration of mutual covenants and agreements hereinafter contained, the parties hereto do hereby agree as follows:

1. Term of Agreement. The term of the first amendment shall commence on November 21, 2023 and shall remain and continue in effect until June 30, 2024.

2. Compensation for total payment to Con sultant shall be increased by $11,050 for a not to exceed total of ELEVEN THOUSAND AND FIFTY DOLLARS , ($11,050), and

3. Full Force and Effect . The parties agree that, except as specifically provided in this First Amendment, the terms of the Master Agreement, shall remain unchanged and in full force and effect.

Signatures on next page

171

Page 2 of 2 ends

IN WITNESS WHEREOF, the parties hereto have executed this second amendment as of the dates listed below.

CITY OF LYNWOOD: CONSULTANT:

BY: BY:

Oscar Flores Name
Mayor Robert D. Niehaus, Inc.

Date: Date:

ATTEST:

BY:

Maria Quinonez, City Clerk

APPROVED AS TO FORM

BY:

Noel Tapia, City Attorney

172
RESOLUTION._____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD

APPROVING AN AMENDMENT TO THE PROFESSIONAL SERVICES
AGREEMENT WITH ROBERT D. NIEHAUS, INC. FOR ADDITIONAL WATER

AND SEWER RATE STUDY ANALYSIS FOR A NOT TO EXCEED AMOUNT OF $11,050
WHEREAS, On December 20, 2022, the City Council approved an agreement with Robert D. Niehaus, Inc. (RDN) to review and prepare a Water and Sewer Rate Study; and
WHEREAS, recommendations were developed utilizing the City’s customer usage data, billing records, accounting, operating and management records, capital improvement plan, debt ratios, and reserve policies; and WHEREAS, RDN’s recommendations were presented on June 6, 2023, August 15, 2023, and November 7, 2023; and
WHEREAS , staff has requested that the City of Lynwood 2023 Water and Sewer Rate Study be reviewed by RDN to provide additional rate options for consideration and include the benefits and long-term financial risks; and WHEREAS, the additional costs for those services will be a not-to-exceed amount of $11,050; and
WHEREAS, staff recommends approval of the amendment to the original agreement with RDN to provide the requested services.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct and incorporates them herein as findings and as substantive part of this resolution.

Section 2. The City Council of the City of Lynwood approves and authorizes the Mayor to amend the professional services agreement between the City of Lynwood and Robert D. Niehaus, Inc. attached hereto as Exhibit A, in a form approved by the City Attorney, for the additional Water and Sewer Rate Study review and recommendations for an additional $11,050.

Section 3. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 4. This resolution shall take effect immediately upon its adoption.
173
2 Section 5. The City Clerk shall certify as to the adoption of this Resolution and hereafter the same shall be in full force and effect.

PASSED, APPROVED and ADOPTED this 21st day of November 2023. ______________________________
Oscar Flores
Mayor
ATTEST:
___________________________
María Quiñónez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________ ______________________________ Noel Tapia Ernie Hernandez
City Attorney City Manager
Julian Lee
Director of Public Works
174
3 STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 21st day of November 2023, and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________
Maria Quiñónez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. ____________ on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 21st day of November 2023.
________________________
Maria Quiñónez, City Clerk
175

AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Julian Lee, Director of Public Works
Mir Fattahi, MsCE, PE, Acting City Engineer
SUBJECT:

APPROVAL OF PLANS AND SPECIFICATIONS AND AUTHORIZATION

TO ADVERTISE A NOTICE INVITING BIDS FOR WATER DIVISION

OFFICE IMPROVEMENTS
Agenda Item # 10.6.

Recommendation:

Staff recommends that the City Council adopt the attached resolution entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING THE

PLANS AND SPECIFICATIONS AND AUTHORIZING STAFF TO RELEASE A NOTICE INVITING BIDS FOR CAPITAL IMPROVEMENT PROJECT 4011.67.928, WATER DIVISION OFFICE IMPROVEMENT PROJECT.”
Background:

The City of Lynwood Public Works Yard is located at 11750 Alameda Street in Lynwood. It is over 70 years old and houses multiple divisions within the Department of Public Works, each with its unique set of responsibilities. The current layout and design of the administrative building hinders productivity, interactions between divisions, and most importantly, the ability to engage effectively with the public.

Redesign of the Water Division Offices within the Public Works Administrative Building began in January 2021. The focal point was to relocate the customer service area, in order to create a more inviting and efficient space between public works staff and the public they serve.

Conceptual design and drawings are now complete.

Discussion and Analysis:

The Water Division Offices within the Public Works Administrative building improvements City Council City Council Regular Meeting 176
incorporate not only the relocation of the customer service area from the water division side but also integrates open administrative spaces, making better use of the outdated, underutilized layout, and segregated offices.

In addition, the engineering staff will have a space to meet directly with patrons to review plans and projects. There will also be an updated conference room to conduct meetings with staff and patrons. Patrons will have dedicated parking and an inviting public entrance. The ultimate goal is to increase productivity and enhance interaction between the Public Works Department staff and the public.

The work encompassed by the redesign in general consists of, but is not limited to, the demolition of existing infrastructure to accommodate specific interior tenant improvements including: ceiling, walls, flooring, painting, patching, HVAC, electrical, structural, mechanical, and other trade work to construct new improvements as described by the plans and specifications. The project is more than just a physical renovation; it symbolizes a commitment to progress and an investment in the future.

The Notice Inviting Bid (NIB) specifications indicate that the contractor shall complete all work in approximately one hundred seventy (170) calendar days. Upon the City Council approval and authorization, staff will release the NIB and upload the documents on PlanetBids where bidders will be able to view and download the project documents, addendums (if any), submit their questions about the project, receive responses, and submit their bids for review. The most qualified, responsible, responsive bidder will then be recommended to City Council for award of the project.

The project schedule is as follows:

Release Date: November 27, 2023 Job Walk (Mandatory) December 12, 2023 – 10:00 a.m. (PST) Last Date to Submit Questions: December 18, 2023
RFI Response Posted December 21, 2023 Bid Due Date: January 3, 2023 – 10:00 a.m. (PST) City Council Awarding Date: January 16, 2024

Project Budget

The engineers estimate for the project is $1,000,000.00. Below is the projected budget for this Project. This may change based on the outcome of the actual bids.

Water Division Office Improvement Project
Engineers Estimate for Installation
$1,000,000.00
Contingency 20%
$200,000.00
Construction Management & Inspection (15%)
$150,000.00
Project Management (10%)
$100,000.00
Labor Compliance & Other (5%)
$50,000.00

$1,500,000.00
Current Budget

General Fund
$410,000
Water Fund
$400,000
City Council City Council Regular Meeting 177
Phase 1 Drawings Complete Package (1).pdf
Water Division Phase I Specifications-11-08-2023.pdf
11-21-2023 Approve NIB PW Office Remodel (Resolution) - PWD.doc Sewer Fund
$316,439
LUA 2017-A Revenue Bonds
$100,000
LUA 2020-A Revenue Bonds
$740,000
Total Available Funding
$1,966,439

Staff recommends approval to move forward with notice of the project to increase efficiency, better interaction, and a more personal connection with the public we serve. The redesigned City of Lynwood Public Works Administrative Building will be more than just an improvement of the infrastructure; it will be a testament to our dedication to improving the way we work and the way we serve our community.

Fiscal Impact:

The Project’s FY 23-24 Budget of $1,966,439 in the General Fund, Water Fund, Sewer Fund, LUA 2017-A Revenue Bonds, and LUA 2020-A Revenue Bonds funds for the Water Division Office Improvement Project, is more than the estimated project cost of $1,500,000. No additional appropriation is needed.

Coordinated With:

City Manager’s Office
Department of Finance and Administration Services
ATTACHMENTS:

Description
City Council City Council Regular Meeting 178
SHEET INDEX1.0-11.1-11.2-11.3-11.3-21.4-11.4-21.4-31.5-11.6-11.7-11.7-21.8-11.8-21.8-31.8-41.8-51.8-61.8-71.8-81.8-91.8-101.8-111.8-121.8-131.9-11.9-2 179
9'-8"36'-2"26'15'-7"5'-012"7'-9"19'-7"9'-012"38'-6"21'-112"4'-1012"3'-6"8'-4"7'-2" 39'15'-7"4'13'-11"17'-10"26'17'-238"15'11'-2"10'-6"12'-11"26'-3316"3'89'-7"137'-314"10'-8"9'-9" 14'-10"1'-10"29'9'-4"10'-6"10'-6"3'30'-3"9'-10"
180
9'-8"36'-2"26'15'-7"5'-012"7'-9"19'-7"9'-012"38'-6"21'-112"4'-1012"3'-6"8'-4"7'-2" 39'15'-7"4'13'-11"17'-10"26'17'-238"15'11'-2"10'-6"12'-11"26'-3316"3'89'-7"137'-314"10'-8"9'-9"1'-10"29'9'-4"10'-6"10'-6"3'30'-3"9'-10" 17'-9"
19'-7"16'-212"14'-10"8'-512"5'2'-1012"7'5'-1"5'-1"9'-4"17'-9"11'-812"1'-5" 181
9'-8"36'-2"26'15'-7"5'-012"7'-9"19'-7"9'-012"38'-6"21'-112"4'-1012"3'-6"8'-4"7'-2" 39'15'-7"4'13'-11"17'-10"26'17'-238"15'11'-2"10'-6"12'-11"26'-3316"3'89'-7"137'-314"10'-8"9'-9"1'-10"29'9'-4"10'-6"10'-6"3'30'-3"9'-10" 17'-9"

SYMBOLS LEGEND
182
PLANE-01LADIES RESTROOMMANUF ALCON LIGHTING INC.EM# 12100-8-R-24VTYPE3222 LUM, LED WET LOCATIONSFINISH WHITESIZE/DIN 6'X8"SHAPE LINEARMOUNT H CEILING FLUSHEDQUANTITY(3) AT CEILINGFIXTURE IMAGE:

PLANE-02HALLWAY, W&SMANUFALCON LIGHTING INC.EM# 12100-40-R- CONTINUUM 40TYPE6600 LUM LEDFINISH WHITESIZE/DIN4"X8'SHAPE LINEARMOUNT H CEILING FLUSHEDQUANTITY(4) HALLWAY CEILINGNOTE: 4"X6' FIXTURE ALTERNATIVEFIXTURE IMAGE:

PLANE-03GENERAL OFFICESMANUFALCON LIGHTING INC.EM# 12100-40-R- CONTINUUM 40TYPE 3300 LUM RECESSED LEDFINISH WHITESIZE/DIN 4"X4'SHAPE LINEARMOUNT H CEILING FLUSHEDQUANTITY(13) X 4' AT OFFICES AND SMALLHALWAYFIXTURE IMAGE:

PLANE-04RECEPTION AREAMANUFALCON LIGHTING INC.EM#12133TYPE COMMERCIAL LED PENDANTFINISH BRUSHED NICKELSIZE/DIN5'SHAPE LINEARMOUNT H 72" A.F.F. TO BOTTOM OF FICTUREQUANTITY(2) AT WAITING ROOMFIXTURE IMAGE:

E-05CONFERENCE ROOM, OFFICE AMANUFALCON LIGHTING INC.EM#14026-2TYPE ADJUSTABLE TRIM LESS 2-HEADFINISH WHITESIZE/DIN6.25"W X 9.75"H X12.25"DSHAPE RECTANGLEMOUNT H RECESSEDQUANTITY(9)FIXTURE IMAGE:

E-06CONFERENCE ROOMMANUFALCON LIGHTING INC.EM#12100-20 RWTYPELED STRIP, DAYLIGHT TEMPFINISHTRIM LESS, WHITESIZE/DIN2"W X 2'-8'SHAPE LINEARMOUNT H RECESSED ON CEILING AND WALLQUANTITYTBD BY ELECTRICIANFIXTURE IMAGE:

EM-01WOMEN'S RESTROOMMANUFEM# SILHOUETTETYPEFRAMELESS WALL MOUNTEDMIRRORFINISH MIRRORSIZE/DIN 60"W X36"HSHAPE RECTANGLEMOUNT H 42"TO 48" A.F.F.QUANTITY(1) ON VANITY WALLFIXTURE IMAGE:

EM-02MEN'S RESTROOMMANUFEM# SILHOUETTETYPEFRAMELESS WALL MOUNTEDMIRRORFINISH MIRRORSIZE/DIN24"W X36"HSHAPE RECTANGLEMOUNT H 42"TO 48" A.F.F.QUANTITY(1) ON VANITY WALLFIXTURE IMAGE:
183
RESTROOM VANITYVANITYCOMO QUARTZCABINET COMPANYBY BUILDERCAB DOOR STYLE N/AFINISH POLISHEDHARDWAREN/ASINK 21X15.5X8 INPLUMBINGNOTE:BUILT-IN CABINETRYROOMHALLWAYCABINET COMPANYBY BUILDERCAB DOOR STYLE FLAT PANELSFINISH WHITE OAKHARDWARE TAB PULL, FLATBLACKNOTE:

BUILT-IN CABINETRYROOMENTRY,DESKCABINET COMPANYBY BUILDERCAB DOOR STYLE FLAT PANELSFINISH WHITE OAKHARDWARE TAB PULL, FLATBLACKNOTE:SEE PAGE 1.6 FOR COUNTERTOP 184
185
GLASS WALL SYSTEMGW-01ALMA'S OFFICE, REVIEW RM,OFFICE A&BMANUFPSIEM# MODERN FOLDTYPE GLASS WALL SYSTEMFINISH FROSTED GLASS BELTSSIZE/DINSHAPEMOUNT H FLOOR TO CEILINGQUANTITYFIXTURE IMAGE:
1234567891011121314151617
AB
COUNTER LINE SYSTEMGW-02 RECEPTIONIST WINDOWMANUF BY BUILDEREM#HORIZONTAL BAFFLE COUNTERLINETYPE BULLETPROOF GLASSFINISH CLEARSIZE/DINSHAPE REC WITH ARCH CUTOUTMOUNT HQUANTITY(2)FIXTURE IMAGE:

INTERIOR DOORSID-01 RESTROOMSMANUFDOORS LOS ANGELESEM#PPL, BELDININ,TYPE SLABFINISH SHAMBORSIZE/DIN 92-96 IN HEIGHTSHAPEMOUNT HQUANTITYQUANTITIES TO BE DETERMINED BYCONTRACTORFIXTURE IMAGE:

ACOUSTIC WALLSAC-02OFFICE A, CONFERENCE ROOMMANUF ARKTURAEM# VAPOR SOLIDTYPE POWDER COATED ALUMINUMFINISH ARCTURA WHITESIZE/DIN 2'X4'SHAPE RECMOUNT HQUANTITYQUANTITIES TO BE DETERMINEDBY CONTRACTOR.SEE FINISHEDPLAN FOR DETAILSFIXTURE IMAGE:
186
9'-8"36'-2"26'15'-7"5'-012"7'-9"19'-7"9'-012"38'-6"21'-112"4'-1012"3'-6"8'-4"7'-2" 39'15'-7"4'13'-11"17'-10"26'17'-238"15'11'-2"10'-6"12'-11"26'-3316"3'89'-7"137'-314"10'-8"9'-9"1'-10"29'9'-4"10'-6"10'-6"3'30'-3"9'-10" 17'-9"
187
9'-8"36'-2"26'15'-7"5'-012"7'-9"19'-7"9'-012"38'-6"21'-112"4'-1012"3'-6"8'-4"7'-2" 39'15'-7"4'13'-11"17'-10"26'17'-238"15'11'-2"10'-6"12'-11"26'-3316"3'89'-7"137'-314"10'-8"9'-9"1'-10"29'9'-4"10'-6"10'-6"3'30'-3"9'-10" 17'-9"
188
FIELD:MANUF:ARIZONA TILESERIES/COL: COMO QUARTZ, WHITESIZE: SLABTILE A:MANUF:ARIZONA TILESERIES/COL: DIGITAL ART, GRAYSIZE: 12X24 INTILE B:MANUF:ARIZONA TILESERIES/COL: UNICA STONE,R-11 GRAYSIZE:24X48 INTILE C:MANUF:ARIZONA TILESERIES/COL: UNICA STONE,R-11 GRAYSIZE:24X48 INTILE D:MANUF:SCHLUTERSERIES/COL: JOLLY, POLISHED CHROMESIZE: TBD BY INSTALLERTILE E:MANUF:SERIES/COL:SIZE:TILE F:MANUF:SERIES/COL:SIZE:TILE G:MANUF:SERIES/COL:SIZE:TILE H:MANUF:SERIES/COL:SIZE:EDGE:2"SQUAREGROUT A: DELOREAN GRAY #165GROUT B: DELOREAN GRAY #165GROUT C: DELOREAN GRAY #165 189
FIELD:MANUF:ARIZONA TILESERIES/COL: COMO QUARTZ, WHITESIZE: SLABTILE A:MANUF:ARIZONA TILESERIES/COL: DIGITAL ART, GRAYSIZE:12X24 INTILE B:MANUF:ARIZONA TILESERIES/COL: UNICA STONE,R-11 GRAYSIZE:24X48 INTILE C:MANUF:ARIZONA TILESERIES/COL: UNICA STONE,R-11 GRAYSIZE: 24X48 INTILE D:MANUF:SCHLUTERSERIES/COL: JOLLY, POLISHED CHROMESIZE: TBD BY INSTALLERTILE E:MANUF:SERIES/COL:SIZE:TILE F:MANUF:SERIES/COL:SIZE:TILE G:MANUF:SERIES/COL:SIZE:TILE H:MANUF:SERIES/COL:SIZE:EDGE:2" SQUAREGROUT A: DELOREAN GRAY #165GROUT B: DELOREAN GRAY #165GROUT C: DELOREAN GRAY #165 190
3'-6"19'-1012"4"7'-8"8'
4'1'-6"3'1'-3"2'-5"5" 16'-212"5'14'-10"8'
3'1'4'4'1'-534"1'-614"7'-1158"8'3'-6"
191
8'1' 7"18"4'-8"8'-4"7'-2"7"1'
3'3' 3'6'-334"15'-7"6'-8"3'-6"16"6'-2"3'3'12'-5"8'
192
1'
2'1'6"3'1'-6"8'1'-10"
6'-8"3'-6"16"18"12'-5"8'6'-7"
7'-3"7'-3"4"11"
193
194
6"1'-2"
7'-11"1'-6"17'-9"2'-6"5'-2"7'
195
8'4'18"
8'3'-2"18"3'
1'-10"2'1'8'6"3'-3"4'-6"7'-9"8'1'-1118"2'-4"
196
2'-8"
197
198
1'-6"
199
7'-11"
7'-11"14"
200
7'-11"5'-6"7'-11"
7'-11"
201
8'
1'-4"
8'1'-4"2'2'2'6"
202
17'-214"7'-11"
7'-11"2'-6"
7'-11"2'-6"
203
204
VisionMaterials & Finishes

EXTERIOR WALL
Matt Stephens <[email protected]>Southern California Rep Contact Information:
205
VisionDesign

EXTERIOR WALL
206
[email protected]
207
City of Lynwood

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

Public Works Department

Bid Due Date: Friday, December 29, 2023 @ 10:00 A.M.

PREPARED BY:

Waterworks Technology, Inc.

For the City of Lynwood

Key Dates
Release Date: November 27, 2023
Job Walk (Mandatory) December 5, 2023 – 10:00 a.m. (PST) Last Date to Submit Questions: December 12, 2023
RFI Response Posted December 22, 2023
Bid Due Date: December 29, 2023 – 10:00 a.m. (PST)
City Council Awarding Date: January 16, 2024
208
ii
Oscar Flores
MAYOR

Rita Soto José Luis Solache
Mayor Pro-Tempore Council Person

Gabriela Camacho Juan Muñoz-Guevara
Council Person Council Person

Ernie Hernandez
City Manager

Julian Lee, P.E.

Director of Public Works

Mir T. Fattahi, MsCE, P.E.

Acting City Engineer, City of Lynwood
209
i

CITY OF LYNWOOD

PUBLIC WORKS DEPARTMENT

CONTRACT DOCUMENTS

FOR CONSTRUCTION OF

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

IN THE CITY OF LYNWOOD, CALIFORNIA

Bid Due Date: December 29, 2023

210

CITY OF LYNWOOD PROJECT

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

CITY OF LYNWOOD

The Special Provisions contained in these Contract Documents have been prepared by, or under the direct supervision of, the following Registered Civil Engineer:

Engineer: ____ Mir T. Fattahi, MsCE, P.E. __________

Title: ____ Acting City Engineer ______________
Name of Firm or Agency: CITY OF LYNWOOD

DEPARTMENT OF PUBLIC WORKS

(SEAL)

Approved By:

Mir T. Fattahi, MsCE, P.E.

Acting City Engineer

ii
211
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CITY OF LYNWOOD

CONTRACT DOCUMENTS

TABLE OF CONTENTS

PART 1 -- BIDDING AND CONTRACTUAL DOCUMENTS AND FORMS
Section 1.1 Notice Inviting Bids

1.2 Instructions to Bidders

1.3 Bid Documents

1.3.1 Bid (Proposal and Workers’ Compensation Certificate)

1.3.2 Bid Schedule

1.3.3 List of Subcontractors

1.3.4 Anti-Trust Claim

1.3.5 Non-Collusion Affidavit

1.3.6 Bid Bond (Bid Security Form)

1.3.7 Bidder’s General Information

1.3.8 Bidder’s Insurance Statement

1.4 Agreement and Bonds

1.4.1 Agreement Form

1.4.2 Performance Bond

1.4.3 Payment Bond

1.4.4 Certificates/Proof of Insurance and Endorsements

PART 2 -- SPECIAL PROVISIONS
Section 2.1 General, Terms, Definitions, Abbreviations, and Symbols

2.2 Scope of the Work

2.3 Control of the Work

2.4 Control of Materials

2.5 Legal Relations and Responsibilities

2.6 Prosecution and Progress of the Work

2.7 Measurement and Payment

2.8 Facilities for Agency Personnel

2.9 Construction Details (Materials and Methods)
PART 3 -- TECHNICAL PROVISIONS
PART 4 -- APPENDICES
Section 4.1 Appendix A – Department of Industrial Relations (DIR) Contractor Registration Number Form

4.2 Appendix B - Contract Change Order (CCO) Form

4.3 Appendix C – Substitution Request Form

4.4 Appendix D – Labor Code Sections 1771, 1775, 1777.5, 1813 and 1815

4.5 Appendix E – Engineering Plans (Contract Drawings)

4.6 Appendix F – Materials Specifications

4.7 Appendix G – Structural Plans

4.8 Appendix H – Calculations

4.9 Appendix I – Hazardous Materials Report 1

4.10 Appendix J – Hazardous Materials Report 2
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CITY OF LYNWOOD

PUBLIC WORKS DEPARTMENT

PART 1 - BIDDING AND CONTRACTUAL

DOCUMENTS AND FORMS

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

CITY OF LYNWOOD

Section 1.1 Notice Inviting Bids

1.2 Instructions to Bidders

1.3 Bid Documents

1.3.1 Bid (Proposal and Workers’ Compensation Certificate)

1.3.2 Bid Schedule

1.3.3 List of Subcontractors

1.3.4 Anti-Trust Claim

1.3.5 Non-Collusion Affidavit

1.3.6 Bid Bond (Bid Security Form)

1.3.7 Bidder's General Information

1.3.8 Bidder’s Insurance Statement

Section 1.4 Agreement and Bonds

1.4.1 Agreement Form

1.4.2 Performance Bond

1.4.3 Payment Bond

1.4.4 Certificates/Proof of Insurance and Endorsements

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CITY OF LYNWOOD

1.1 NOTICE INVITING BIDS
WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

1.1.1 NOTICE IS HEREBY GIVEN that bids for the WATER DIVISION OFFICE IMPROVEMENTS PHASE will be received by the City of Lynwood, 11330 Bullis Road, Lynwood, California 90262 until December 29, 2023 @ 10:00 A.M., at which time they will be published on PlanetBids. The form of the bids shall be in accordance with the Instructions to Bidders, and any bids received after the time and date specified above will not be accepted.

All Questions should uploaded directly on PlanetBids by December 12th, 2023 @ 5:00 P.M.

1.1.2 WITHDRAWAL OF BIDS . No Bidder shall withdraw its bid for a period of sixty (60) days after the Bids have been publicly opened, subject to the exceptions set forth in Section 5103 of the California Public Contract Code. This sixty (60) day review period may be extended upon the written request of the City Engineer, and written approval of the affected Bidders.

1.1.3 DESCRIPTION OF THE WORK: The Work encompassed by the Project is more specifically defined in the Contract Documents, but in general consists of, but is not limited to, the following Work: The demolition of some existing infrastructure to accommodate specific interior tenant improvemen ts including: ceiling, walls, flooring, painting, patching, HVAC, electrical, structural, mechanical, and other trade work to construct new improvements as described by the plans and specifications hereinafter referred to as the work (“Work”). The Work is to be completed before the expiration of ONE HUNDRED TWENTY (120) CALENDAR DAYS from the date specified in a written “Notice to Proceed” from the City. The Engineer’s Cost Estimate is $1,000,000.

1.1.4 AWARD OF CONTRACT:

(a) The City of Lynwood will award the Contract to the lowest responsible Bidder submitting a responsive Bid. Whenever additive or deductive items are included in a bid, the lowest bid shall be the lowest Total Bid Price on the Base Bid without consideration of the bid prices on any additive or deductive items. The City of Lynwood reserves the right to reject any or all bids or to waive any irregularities or informalities in any bids or in the bidding process to the extent permitted by law.

(b) As a condition of award, the successful bidder will be required to submit material data submittals payment and performance bonds and proof of insurance and endorsements as specified in the Contract Documents.

1.1.5 BID SECURITY: Each bid shall be accompanied by a certified or cashier's check or Bid Bond in the amount of ten percent (10%) of the Total Bid Price, payable to the City of Lynwood.

1.1.6 CONTRACTOR'S LICENSE CLASSIFICATION: The Contractor shall possess a valid, unexpired Class A General Engineering Contractor license approved by the State of California Contractors State License Board at the time of submitting bids.

1.1.7 CALIFORNIA WAGE RATE REQUIREMENTS: The Contractor and all subcontractors shall pay the general prevailing rate of per diem wages as determined by the Director of the Department of Industrial Relations of the State of California for the locality where the work is to be performed. A copy of said wage rates and the latest revisions thereto are on file at the City Engineer’s Office of the City of Lynwood located at 11330 Bullis Road, Lynwood, California 90262. The Contractor and any subcontractors shall pay not less than said specified rates and shall post a copy of said wage rates at the project site. 214

1.1.7 a NOTICE REQUIREMENTS

a. No contractor or subcontractor may be listed on a bid proposal for a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

b. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

c. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

d. The contractors and subcontractors must furnish electronic certified payroll records to the Labor Commissioner each time a request for payment is made to the City.

1.1.8 RETAINAGE FROM PAYMENTS: The Contractor may elect to receive 100 percent of payments due under the Contract Documents from time to time, without retention of any portion of the payment by the City by depositing securities of equivalent value with the City in accordance with the provisions of Section 22300 of the Public Contract Code.

1.1.9 PRE-BID VISIT TO WORK SITE: Mandatory Job Walk – December 5, 2023 – 10:00 a.m. (PST) Public Works Yard, 11750 Alameda, City of Lynwood, CA 90262.

1.1.10 OBTAINING OR INSPECTING CONTRACT DOCUMENTS:

(a) All documents required for the review of Contractors to submit a valid and responsive bid are contained within this set of Contract Documents..

1.1.11 SUBMITING BID ON PLANETBIDS The Contractor is required to submit an “eBid” through the PlanetBids online platform. It is the Contractor’s responsibility to ensure that the most complete and current version of the solicitation, including addenda, has been downloaded.

BY ORDER OF THE CITY COUNCIL, CITY OF LYNWOOD, CALIFORNIA

Maria Quiñónez, CITY CLERK
Date: November 27, 2023,

City of L nwood
Mir Fattahi, MsCE, P.E.
ting City Engineer
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CITY OF LYNWOOD

1.2 INSTRUCTIONS TO BIDDERS

1. 2 .1 DEFINED TERMS - Terms used in these Instructions to Bidders and the Notice Inviting Bids and not defined herein shall have the meanings assigned to them in the General Provisions of the Standard Specifications for Public Works Construction (the “Greenbook”) latest Edition and the Special Provisions of the Contract Documents. The term "Bidder" shall mean one who submits a Bid directly to the City of Lynwood as distinct from a sub-bidder, who submits a Bid to a Bidder. The term "Engineer" shall be as defined in the Special Provisions. “Bid Documents” shall consist of those documents listed in Section 1.3 hereof.

1. 2 .2 COMPETENCY OF BIDDERS - In selecting the Lowest Responsible Bidder under the procedure set forth in Subsection 1.2.18 of these Instructions, consideration will be given not only to the financial standing of the Bidder, but also to the general competency of the Bidder for the performance of the Work covered by the Bid. To this end, each Bid shall be supported by a statement of the Bidder's recent experience on the form entitled "Bidder's General Information," bound herein. Résumés of key construction personnel who will be assigned to the Work shall also be required.

Except as otherwise provided under Public Contract Code §20103.5, no Bid for the Work will be accepted from a contractor who does not hold a valid contractor's license in the State of California for the classifications named in the Notice Inviting Bids at the time of opening Bids.

1. 2 .3 DISQUALIFICATION OF BIDDERS - More than one Bid from an individual, firm, partnership, corporation, or association under the same or different names will not be considered. If the City believes that any Bidder is interested in more than one Bid for the Work contemplated, all Bids in which such Bidder is interested will be rejected. If the City believes that collusion exists among the Bidders, all Bids will be rejected.

1. 2 .4 BIDDER'S EXAMINATION OF CONTRACT DOCUMENTS AND THE SITE -

(a) It is the responsibility of each Bidder before submitting a Bid to examine the Contract Documents thoroughly; visit the site to become familiar with local conditions that may affect cost, progress, or performance of the Work; consider federal, state, and local laws and regulations that may affect cost, progress, or performance of the Work; study and carefully correlate the Bidder's observations with the Contract Documents; and notify the Engineer of all conflicts, errors, or discrepancies noted in the Contract Documents.

(b) Reference is made to the Special Provisions for identification of those reports of explorations and tests of subsurface conditions at the site which may have been utilized by the Engineer in the preparation of the Contract Documents. However, such reports are NOT a part of the Contract Documents. The interpretation of such technical data, including any interpolation or extrapolation thereof, together with non -technical data, interpretations, and opinions contained therein or the completeness thereof is the responsibility of the Bidder.

(c) Copies of such reports and drawings will be made available for inspection by the City to any Bidder upon request. Those reports and drawings are NOT part of the Contract Documents, but any technical data contained therein upon which the Bidder is entitled to rely is limited to that set forth in the Special Provisions.

(d) Subject to the provisions of Section 4215 of the California Government Code, information and data reflected in the Contract Documents with respect to underground utilities at or contiguous to the site is based upon information and data furnished to the City and the Engineer by the owners of such underground utilities or others, and the City does not assume responsibility for the accuracy or completeness thereof unless it is expressly provided otherwise in the Special Provisions.

(e) Provisions concerning responsibilities for the adequacy of data furnished to prospective Bidders on subsurface conditions, underground utilities and other physical conditions, and possible changes in the Contract Documents due to differing conditions appear in the Standard Specifications and Special Provisions.

(f) Before submitting a Bid, each Bidder must, at Bidder's own expense, make or obtain any additional examinations and investigations which pertain to the physical conditions (surface, subsurface, and underground utilities) at or contiguous to the site or which otherwise may affect cost, progress, or performance of the Work and which the Bidder deems necessary to determine its Bid for performing the Work in accordance with the time, price, and other terms and conditions of the Contract Documents.

(g) Where feasible, upon request in advance, the City will provide each Bidder access to the site to conduct such investigations and tests as each Bidder deems necessary for submittal of a Bid. The Bidder shall fill all exploration and test holes made by the Bidder and shall repair damage, clean up, and restore the site to its former condition upon completion of such exploration.

(h) The lands upon which the Work is to be performed, the rights-of-way and easements for access thereto, and other lands designated for use by the Contractor in performing the Work are identified in the Plans (Contract 216
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Drawings) of the Contract Documents. All additional lands and access thereto required for temporary construction facilities or storage of materials and equipment are to be provided by the Contractor. Easements for permanent structures or permanent changes in existing structures will be obtained and paid for by the City unless otherwise specified in the Contract Documents.

(i) The submittal of a Bid will constitute an incontrovertible representation by the Bidder that the Bidder has complied with every requirement of this Section; that without exception the Bid is premised upon performing the Work required by the Contract Documents and such means, methods, techniques, sequences, or procedures of construction as may be indicated in or required by the Contract Documents; and that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all the terms and conditions for performance of the Work.

1. 2 .5 INTERPRETATIONS - All questions about the meaning or intent of the Contract Documents shall be in writing and hand-delivered or mailed to the Engineer at the City of Lynwood, Public Works Dept., 11330 Bullis Road, Lynwood, California 90262. Faxes and e-mails will not be accepted. Interpretations or clarifications considered necessary by the Engineer in response to such questions will be resolved by the issuance of Addenda mailed or hand-delivered to all parties recorded by the Engineer or the City as having received the Contract Documents. Questions received less than 7 days prior to the date of opening Bids may not be answered. Only questions that have been resolved by formal written Addenda will be binding. Oral and other interpretations or clarifications will be without legal or contractual effect.

1. 2 .6 SUBMITTAL OF BIDS - The Bids shall be delivered by the time and to the place stipulated in the Notice Inviting Bids. It is the Bidder's sole responsibility to see that its Bid is received in proper time. Bids will not be accepted after the appointed time for opening of bids, no matter what the reason.

1. 2 .7 NON-RESPONSIVE BIDS – Non-responsive bids will be rejected. A bid shall be considered non-responsive for reasons including, but not limited to, the following:

1. The Bidder fails to furnish a price for all Bid Items in the Bid Schedule when there is more than one Bid Item in the Bid Schedule.

2. The Bidder attaches unauthorized modifications, conditions, limitations, or provisions to the Bid.

3. The Bidder fails to list the percentage of work to be performed by subcontractors.

4. The percentage of work to be performed by subcontractors exceeds 50% of the Total Bid Price.

5. The Bidder fails to attend a required pre-bid walk-through.

6. The Bidder fails to provide written acknowledgement of receipt of all Bid Addenda.

7 Other reasons as permitted by applicable law.

A bid may be considered non -responsive for reasons including, but not limited to the following: The Bidder fails to complete all items in Subsection 1.3.7 of the Bid Documents, Bidder’s General Information.

1. 2 .8 DISCREPANCIES IN BIDS - In the event that there is more than one Bid Item in the Bid Schedule, the Bidder shall furnish a price for all Bid Items in the Bid Schedule, and failure to do so shall render the Bid non-responsive and shall cause its rejection. In the event that there are Unit Price Bid Items in a Bid Schedule and the Item Amount listed for a Unit Price Bid Item does not equal the product of the Unit Price and the Estimated Quantity listed, the Unit Price shall govern, and the Item Amount will be adjusted accordingly. In the event that there is more than one Bid Item in a Bid Schedule and the amount listed in the “Total Bid Price for Unit Price Bid Schedule” box does not agree with the sum of prices listed in the “Item Amount” column, the prices listed in the “Item Amount” column on the Bid Schedule shall govern, and the amount listed in the “Total Bid Price for Unit Price Bid Schedule” box will be adjusted accordingly. The Contractor shall be bound by the foregoing adjustments, subject to the provisions of Section 5100 et seq. of the California Public Contract Code.

1. 2 .9 QUANTITIES OF WORK - (a) The quantities of work or materials stated in unit price items of the Bid are supplied only to give an indication of the general scope of the Work; the City does not expressly or by implication agree that the actual amount of work or materials will correspond therewith.

(b) In the event of an increase or decrease in the quantity of a unit price bid item, the total amount of work actually done or materials or equipment furnished shall be paid for according to the unit prices established for such work under the Contract Documents; provided, that for unit price items, increases of more than 25 percent, decreases of more than 25 percent, and eliminated items shall be adjusted as provided in Section 3 of the Standard Specifications and Special Provisions.

1. 2 .1 0 WITHDRAWAL OF BID - The Bid may be withdrawn by the Bidder by means of a written request, signed by the Bidder or its properly authorized representative. Such written request must be delivered to the place stipulated in the Notice Inviting Bids prior to the scheduled closing time for receipt of Bids. 217
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1. 2 .1 1 RELIEF OF BIDDERS. – A Bidder shall be permitted to withdraw a Bid after the opening of Bids only if the bidder established to the satisfaction of the Engineer, all of the elements set forth in Section 5103 of the California Public Contract Code, including, but not limited to the following:

1. A clerical error was made by the Bidder in filling out the Bid, and the error was not due to error in judgment or carelessness in inspecting the site of the Work, or in reading the Plans or Specifications.

2. The clerical error caused the Bid to be materially different than the Bidder intended the Bid to be.

3. The Bidder gave the City Clerk written notice within five (5) days after the opening of Bid of the mistake, specifying in detail the nature of the mistake and how the mistake occurred.

1. 2 .1 2 MODIFICATIONS - The completed Bid forms shall be without interlineations, alterations, or erasures. Oral, FAX, telegraphic, e-mail, or telephone Bids or modifications will not be considered.

1. 2 .1 3 LIQUIDATED DAMAGES - Provisions for Liquidated Damages, if any, shall be as set forth in the Agreement and the Special Provisions.

1. 2 .1 4 SUBSTITUTE OR "OR-EQUAL" ITEMS - The Work, if awarded, will be on the basis of materials and equipment described in the Plans or specified in the Special Provisions without consideration of possible substitute or "or-equal" items. Whenever it is indicated in the Plans or specified in the Special Provisions that a substitute or "or-equal" item of material or equipment may be furnished or used by the Contractor if acceptable to the Engineer, data substantiating a request for a substitution of an “or equal” item or items will not be considered by the Engineer until after the Effective Date of the Agreement. The procedure for submittal of any such application by the Contractor and consideration by the Engineer is set forth in Section 4 of the Standard Specifications, as amended by Section 2.4 of the Special Provisions.

The form in Appendix D of the Contract Documents shall be used to request substitutions.

1. 2 .1 5 DETERMINATION OF LOWEST RESPONSIBLE BIDDER –

(a) The Engineer shall first establish the “Apparent Lowest Bidder,” using the Total Bid Price set forth in the applicable Bid Schedule(s), subject to the calculation adjustment criteria set forth in Section 1.2.11 of these Instructions.

(b) After the Apparent Lowest Bidder has been established, the Engineer shall review the balance of the Bid Documents submitted by the Apparent Lowest Bidder to ascertain if that Bidder’s bid is responsive. In general, a bid is considered responsive if it has been completed and submitted in accordance with all of the requirements of the Bid Documents, Notice Inviting Bids, Instructions to Bidders, Special Provisions and any Bid Addenda.

(c) If the Bid submitted by the Apparent Lowest Bidder is responsive, that Bidder’s qualifications will be reviewed by the Engineer to ascertain if the Bidder is responsible. A responsible bidder is one who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, and experience to satisfactorily perform t he Work required by the Contract Documents. Consideration will be given to the quality and performance of work on past contracts, including previous work (if any) performed by the Bidder for the City.

(d) If the Engineer ascertains that the Apparent Lowest Bidder is responsible and has submitted a responsive bid, the Engineer shall report his findings to the City Council with a recommendation that the Bidder be awarded the contract for the work as the Apparent Lowest Responsible Bidder.

(e) Should the Engineer determine that the Bid submitted by the Apparent Lowest Bidder is not responsive or that such Bidder is not responsible, the Engineer shall review the responsiveness and responsibility of the next Apparent Lowest Bidder. This process shall continue until an apparent Lowest Responsible Bidder is determined and the Engineer’s findings and recommendations for award are reported to the City Council.

If one or more Apparent Lowest Bidders are found by the Engineer to be non-responsive or non - responsible, those bidders shall be notified and given a reasonable opportunity to present additional relevant evidence bearing on their responsibility or bid responsiveness within seven (7) calendar days after the Bidder(s) receive such notice.

(f) Determinations and findings of the Engineer shall be reported as recommendations to the City Council. The City Council reserves the right reject any or all bids, and to waive any informalities or irregularities to the extent permitted by law.

1. 2 .1 6 BID PROTEST PROCEDURES –

(a) Any protest of a proposed award to the Apparent Lowest Bidder must be submitted in writing to the City Engineer no later than 5:00 p.m. on the third (3rd) business day following the date of the bid opening. 218
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(b) The initial protest must contain a complete statement of the basis for the protest. The protest must state the facts and refer to the specific portion of the document or the specific statute that forms the basis for the protest. The protest must include the name, address, and telephone number of the protesting party and the name, address and telephone number of any person representing the protesting party.

(c) The party filing the protest must concurrently transmit a copy of the initial protest to the Apparent Lowest Bidder.

(d) The party filing the protest must have actually submitted a bid on the project. A subcontractor of a party filing a bid on this project may not submit a Bid Protest. A party may not rely on the Bid Protest submitted by another bidder, but must timely pursue its own protest. (e) The procedure and time limits set forth in this Section are mandatory and are the bidder’s sole and exclusive remedy in the event of a Bid Protest. A Bidder’s failure to fully comply with these procedures shall constitute a waiver of any right to further pursue the Bid Protest, including filing of a challenge of the award pursuant to the California Public Contract Code, filing of a claim pursuant to the California Government Code, or filing of any other legal proceedings.

(f) The City shall review all timely protests prior to award of the Bid by the City Council. The City shall not be required to hold an administrative hearing to consider a timely protest, but may do so at the option of the Engineer, or if otherwise legall y required. At the time of the City Council’s consideration of the recommendation for award of the bid, the City Council shall also consider the merits of any timely protests and the Engineer’s recommendation thereon. The City Council may either accept the protest and award the bid to the next Lowest Responsible Bidder, or reject the protest and award to the Lowest Responsible Bidder.

(g) Nothing in this Section shall be construed as a waiver of the City Council’s right to reject all bids.

1. 2 .1 7 AWARD OF CONTRACT - Award of Contract, if it is awarded, shall be made to the Lowest Responsible Bidder as determined by the City Council, and a Notice of Award shall be sent to such Bidder. Unless otherwise specified, any such award will be made within the period stated in the Notice Inviting Bids that the Bids are to remain open, unless extended by mutual agreement of the bidders. Unless otherwise indicated, a single award will not be made for less than all the Bid Items of an individual Bid Schedule. In the event the Work is contained in more than one (1) Bid Schedule, the City may award schedules individually or in combination. In the case of two (2) or more Bid Schedules which are alternative to each other, only one of such alternative schedules will be awarded. Once the award is made, the successful Bidder shall secure all insurance, and shall furnish all proof of insurance/certificates with original endorsements attached and bonds required by the Contract Documents within ten (10) calendar days after receipt of the Notice of Award from the City. Failure to provide City with the required bonds, insurance coverage, proof of insurance and/or endorsements within ten (10) calendar days of receipt of the Notice of Award may result in withdrawal of award and forfeiture of the Bidder's Bid Security.

1. 2 .1 8 EXECUTION OF AGREEMENT - The Bidder to whom the proposed award is to be made shall execute a written agreement with the City in the form of Agreement set forth in Subsection 1.4.1 of the Contract Documents within ten (10) calendar days after receipt of the Agreement form from the City. Failure or refusal to enter into an Agreement as herein provided or failure to conform to any of the stipulated requirements in connection therewith shall be just cause for an annulment of the proposed award and forfeiture of the Bid Security. If the lowest responsible bidder refuses or fails to execute the Agreement, the City may award the Contract to the second lowest responsible Bidder. If the second lowest responsible Bidder refus es or fails to execute the Agreement, the City may award the Contract to the third lowest responsible Bidder. On the failure or refusal of such second or third lowest responsible bidder to execute the Agreement, each such bidder's Bid Security shall be likewise forfeited to the City.

1. 2 .1 9 WORKER'S COMPENSATION REQUIREMENT - The Bidder should be aware that in accordance with the laws of the State of California, the Bidder will, if awarded the Contract, be required to secure the payment of compensation to its employees pursuant to the Worker's Compensation Certification executed by Bidder as part of the Bid Proposal.

- END OF INSTRUCTIONS TO BIDDERS -
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1 1.3 BID DOCUMENTS

The following listed documents, identified in the lower right corner as "Bid Document", shall be fully executed and submitted with the Bid prior to the time of the opening of Bids.

1.3.1 Bid (Proposal and Workers’ Compensation Certificate)

1.3.2 Bid Schedule(s)

1.3.3 List of Subcontractors

1.3.4 Anti-Trust Claim

1.3.5 Non-Collusion Affidavit

1.3.6 Bid Bond (Bid Security Form)

1.3.7 Bidder's General Information

1.3.8 Bidder’s Insurance Statement

Failure of a Bidder to fully execute and submit all of the listed documents with the Bid may result in the Bid being rejected as non-responsive.
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2 1.3.1 B I D

(PROPOSAL AND WORKERS’ COMPENSATION CERTIFICATE)

BID TO: CITY OF LYNWOOD, CALIFORNIA

The undersigned Bidder proposes and agrees, if this Bid is accepted, to enter into an agreement with the City in the form of agreement included in Subsection 1.4.1 of the Contract Documents (the “Agreement”) to perform the Work as specified or indicated in said Contract Documents entitled:

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

CITY OF LYNWOOD

Bidder accepts all of the terms and conditions of the Contract Documents, including without limitation those in the Notice Inviting Bids and the Instructions to Bidders dealing with the disposition of the Bid Security.

This Bid will remain open for the period stated in the Notice Inviting Bids, unless otherwise required by law.

Bidder will enter into the Agreement within the time and in the manner required in the Instructions to Bidders, and will furnish the proof of insurance/certificates, insurance endorsements, Payment Bond, Performance Bond, and all Licenses and Permits within the time and in the manner required by the Contract Documents.

Bidder has examined copies of all the Contract Documents, including the following ADDENDA (receipt of which is hereby acknowledged):

Number 1 Date

Number 2 Date

Number 3 Date

Number 4 Date

Number 5 Date

Number 6 Date

Bidder has familiarized itself with the nature and extent of the Contract Documents, the Work, the site, the locality where the Work is to be performed, the legal requirements (federal, state, and local laws, ordinances, rules, and regulations), and the conditions affecting cost, progress, or performance of the Work, and has made such inde pendent investigations as Bidder deems necessary.
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3 In conformance with the current statutory requirements of California Labor Code Section 1860, et seq., the undersigned confirms the following as its certification:

I am aware of the provisio ns of Section 3700 of the Labor Code, which require every employer to be insured against liability for Workers’ Compensation or to undertake self -insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.

Attached hereto are the following completed and fully-executed documents:

(1) Bid Schedule “A” consisting of one (1) page;
(2) List of Subcontractors;
(3) Anti-Trust Claim;
(4) Non-Collusion Affidavit;
(5) Bidder’s General Information; and
(6) Bidder’s Insurance Statement.

Bidder agrees to complete the Work required under the Contract Documents within the time stipulated in said Contract Documents, and to accept as full payment therefor the Total Bid Price based on the Lump Sum or Unit Bid Price(s) set forth in the attached Bid Schedule(s).

I hereby certify under penalty of perjury under the laws of the State of California that all of the information submitted in connection with this Bid and all of the representations made herein are true and correct.

Dated: Bidder:

By:
(Signature of Bidder’s Authorized Representative)

Title:
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4 1.3.2 UNIT PRICE BID

SCHEDULE
(Page 1 of 1)
Schedule of Prices for the Construction of the:

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

CITY OF LYNWOOD

Item
No.

Unit Price Bid Item Estimated
Quantity

Unit Unit
Price

Item Amount

1 Mobilization/ Demobilization and Temp.

Facilities

1 LS

$

$
2 Demolition 1 LS $ $
3 Hazardous Materials Removal and
Disposal
1 LS $ $
4 Tenant Improvements 1 LS $ $
5 Contractor OH&P, Bonds & Insurance 1 LS $ $
6 Demobilization 1 LS $ $

Total Amount Bid in Figures $
TOTAL BID PRICE FOR UNIT PRICE BID SCHEDULE:

$ (Price in Figures)

_(Price in Words)
QUANTITIES OF WORK:

The quantities of work or material stated in the Unit Price items of the Bid Schedule are supplied only to give an indication of the general scope of the Work. The City does not expressly nor by implication agree that the actual amounts of work or material will correspond therewith, and reserves the right after award to increase or decrease the quantity of any Unit Price Bid Item, by an amount up to 25 percent of increase or decrease, without a change in the unit prices, and shall have the right to delete any bid item in its entirety, and receive full credit in the amount shown in the Bid Schedule for the deleted item of Work.

_
Name of Bidder or Firm

IN CASE OF DISCREPANCY BETWEEN THE WORDS AND FIGURES, THE WORDS SHALL PREVAIL. 223
5 INFORMATION REQUIRED OF BIDDER

1.3.3 LIST OF SUBCONTRACTORS

As required under Section 4100 et seq., of the Public Contract Code, the Bidder shall list below the name and business address of each subcontractor who will perform Work under this Bid in excess of one-half of one percent of the Contractor's Total Bid Price, or in the case of bids for the construction of streets or highways, including bridges, in excess of one-half of one percent of the Contractor’s Total Bid Price, or ten thousand dollars ($10,000), whichever is greater, and shall also list the portion of the Work which will be done by such subcontractor. After the opening of Bids, no changes or substitutions will be allowed except as otherwise provided by law. The listing of more than one subcontractor for each item of Work to be performed with the words "and/or" will not be permitted.

The Contractor shall perform, with its own organization, Contract work amounting to at least 50 percent of the Total Bid Price except that any designated “Specialty Items” may be performed by subcontract. The amount of any such “Specialty Items” so performed may be deducted from the Total Bid Price before computing the amount required to be performed by the Contractor with its own organization. The City will identify any "Specialty Items” in the Bid Schedule(s). Where an entire Specialty Item is subcontracted, the value of work subcontracted will be based on the Contract Unit Price for that item. When a portion of a Specialty Item is subcontracted, the value of work subcontracted will be based on the estimated percentage of the Contract Unit Price for that item. This will be determined from information submitted by the Contractor and subject to approval by the Engineer.

Subcontractor
Contractor's

Percent

Work to be Performed
License
Number
of Total
Contract

Subcontractor's Name & Address

1. _

_

2. _

3. 4.

_

5. 6.

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6 1.3.4 ANTI-TRUST CLAIM

Pursuant to Public Contract Code Section 7103.5, upon acceptance of its bid, Contractor agrees to the following: “In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the State of California Business and Professions Code ), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the contractor, without further acknowledgment by the parties.”

RESPECTFULLY SUBMITTED:

Contractor Name

Signature Address

_

City, State, Zip Telephone (with area code)

Title Date

_

Contractor's License No. Type of License

Federal I.D. No.

(SEAL--if Bid is by a corporation)

ATTEST
225
7 1.3.5 NON-COLLUSION AFFIDAVIT
(To be Executed by Bidder and Submitted with Bid Pursuant to Public Contract Code Section 7106)
State of California, County of _ _ ,
being first duly sworn, deposes and says that he or she is _ of _ _ the party making the foregoing bid that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and further, that the bidder has not , directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid.

_
Signature

_
Typed or Printed Name

_
Title

_
Contractor / Company / Bidder Name

Subscribed and sworn to before me this _ day of , 20

_
Notary Public in and for the State of California

My Commission Expires: _
226
8 1.3.6 BID BOND

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, _ as Principal, and
as
Surety, are hereby held and firmly bound unto the City of Lynwood, a California Municipal Corporation, (hereinafter referred to as the “City”) in the penal sum of

DOLLARS
($ _ ), being not less than ten percent (10%) of the Total Bid Price, for the payment of which sum in lawful money of the United States, well and truly to be made, we hereby jointly and severally bind ourselves, our heirs, executors, administrators, successors and assigns by these presents.

The Condition of the above obligation is such that whereas the Principal has submitted to the City a certain Bid, attached hereto and hereby made a part hereof, to enter into a contract in writing with City for the completion / construction / demolition of, entitled:

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

NOW, THEREFORE,

a. If said Bid shall be rejected, or

b. If said Bid shall be accepted and the Principal shall execute and deliver to the City a contract in the form of agreement set forth in the Contract Documents (properly completed in accordance with said Bid) within ten (10) calendar days after receipt of same from City, and shall, withi n the time and manner set forth in the Contract Documents, furnish a Bond for his/her faithful performance of said contract and for the payment of all persons performing labor or furnishing materials in connection therewith, the required proof of insurance /certificates, required insurance endorsements, and shall in all other respects perform the agreement created by the acceptance of said Bid,

then this obligation shall be void, otherwise the same shall remain in force and effect; it being expressly understood and agreed that the liability of the Surety for any and all claims hereunder shall, in no event, exceed the penal amount of this obligation as herein stated.

The Surety, for value received, hereby stipulates and agrees that the obligation of said Surety and its Bond shall be in no way impaired or affected by any extension of the time within which the City may accept such Bid; and said Surety does hereby waive notice of any such extension. In the event suit is brought upon this bond by the City and judgment is recovered, the Surety shall pay all costs incurred by the City in such suit, including a reasonable attorney's fee to be fixed by the court.
227
9 IN WITNESS WHEREOF, the Principal and the Surety have hereunto set their hands and seals, and such of them as are corporations have caused their corporate seals to be hereto affixed and these presents to be signed by their proper officers on this day of _, .

PRINCIPAL SURETY

_
(Legal Company Name) (Legal Company Name)

By: _ By:

Title _ Title

(Corporate Seal) (Corporate Seal)

IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:

(Name and Address of Surety) _

_

_

(Name and Address of Agent _
or Representative in California
if different from above) _

_

(Telephone Number of Surety and Agent _
or Representative in California)
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10 1.3.7 BIDDER'S GENERAL INFORMATION
The Bidder shall furnish the following information. Failure to complete and attach all items may cause the Bid to be rejected as non-responsive.

1. BIDDER/CONTRACTOR'S Name and Street Address:

_

2. CONTRACTOR'S Telephone Number: ( )
Facsimile Number: ( )

3. CONTRACTOR'S License: Primary Classification
State License Number(s)
Supplemental License Classifications _

4. Surety Company and Agent who will provide the required Bonds on this Contract:

Name of Surety:

Address:
_
Surety Company Agent: _
Telephone Numbers: Agent ( ) _ Surety ( )

5. Type of Business Entity (Sole Proprietorship, Partnership, Corporation, etc.):
_

6. Corporation organized under the laws of the State of:
_

7. Is your business entity qualified to do business in the State of California?:

Date qualified.

8. List the names, addresses and titles of the principal members/officers of your business entity:

Name Title Address

_

229
11 1.3.7 BIDDER'S GENERAL INFORMATION (Continued)

9. Number of years experience as Contractor performing the specific type of construction or Work required for this Project as set forth in the Contract Documents:

10. List at least three projects completed to date involving construction or Work similar to that required for the completion of this Project:
a. Owner _Address _
Contact _Class of Work
Phone _Contract Amount
Project _Date Completed

b. Owner _Address
Contact Class of Work _
Phone _Contract Amount _
Project _Date Completed

c. Owner _Address _
Contact Class of Work
Phone _Contract Amount
Project Date Completed

11. Has Bidder ever failed to complete any work awarded to it? If so, note when, where, and why:

12. List the name and title of the person who will supervise full-time the proposed work for your firm:

13. Is full-time supervisor an employee or an independent contractor?

14. Please attach resumes of key construction personnel who will be assigned to the Work on this Project.

Note: Bidder agrees that personnel named on this form and in the attached resumes will remain on this Project until completion of all relevant Work, unless substituted by personnel of equivalent experience and qualifications approved in advance by the City.

15. A financial statement or other information and references sufficiently comprehensiv e to permit an appraisal of your current financial condition may be required by the Engineer. 230
12 1.3.8 BIDDER’S INSURANCE STATEMENT
(To Be Submitted with Bid)

BIDDER HEREBY CERTIFIES that the Bidder has reviewed and understands the insurance requirem ents set forth in Subsection 1.4.4 of the Bidding and Contractual Documents and Forms, Subsection 2.7.2 of the Special Provisions and elsewhere in the Contract Documents. Should the Bidder be awarded the contract for the Work, Bidder further certifies that it can meet all insurance requirements set forth in the Contract Documents, including, but not limited to, providing or requiring insurance coverage for subcontractors; naming of City as an additional insured, and providing waivers of subrogation. Bidder acknowledges and understands that all cost associated with providing and maintaining the required insurance coverage are the sole responsibility of the Contractor and that the costs of procuring and maintaining said coverage is included in Contractor’s Bid.

Bidder further agrees and certifies that if awarded the contract, Bidder will provide the proof of insurance and endorsements required by the Contract Documents within ten (10) calendar days of receipt of the Notice of Award. Bidder acknowledges that failure to provide City with the required insurance coverage, proof of insurance and/or endorsements within ten (10) calendar days of receipt of the Notice of Award, may result in withdrawal of award and forfeiture of the Bidder's Bid Security.

Dated: Bidder:

By: _
(Signature of Bidder’s Authorized Representative)

Title:
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13 1.4.1 CITY OF LYNWOOD AGREEMENT

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

This agreement (the “Agreement”) is made and entered into on this day of , by and between the City of Lynwood , a California Municipal Corporation ("City") and , a
("Contractor"). City and Contractor are sometimes
hereinafter referred to individually as a “Party” and collectively as the “Parties.”

R E C I T A LS
City and Contractor, based upon the mutual promises contained herein, do hereby agree as follows:

I. CONTRACT DOCUMENTS

This Agreement consists of the following Contract Documents, the terms and conditions of which are expressly incorporated as component parts of this Agreement as if herein set out in full or attached hereto:

A. Notice Inviting Bids - Dated November 9, 2023
B. Instructions to Bidders.

C. Addenda.

D. Contractor’s Bid Proposal and Workers’ Compensation Certificate dated , , and all other Bid Documents attached
thereto, including but not limited to:

1. Bid Schedule(s)

2. List of Subcontractors

3. Anti-Trust Claim

4. Non-Collusion Affidavit

5. Bidder’s General Information

6. Bid Bond (Bid Security Form)

7. Bidder’s Insurance Statement
E. Payment Bond.

F. Performance Bond.

G. Certificates/Proof of Insurance and Endorsements.

H. Certified Copy of the Lynwood City Council Resolution, not required.

I. Notice of Award dated .

J. Notice to Proceed dated .

K The Plans (Contract Drawings).

L. Special Provisions
M. Standard Specifications for Public Works Construction, “Greenbook” latest Edition.

N. Appendices A through I of the Contract Documents.
232
14 O. Reference Specifications.

P Approved and Fully-Executed Change Orders.

Q. The Director of the Department of Industrial Relations’ Determination of Prevailing Wage Rates for Public Works for each craft or type of worker required to perform the Work under this Agreement.

II. CONTRACT PRICE

The City agrees to pay, and the Co ntractor agrees to accept as full payment for the Work outlined in the Contract Documents, the Contract Price of Dollars ($ )
subject to additions and deductions, if any, made in accordance with said Contract Documents. Progress payments shall not be made more often than once each thirty (30) days, nor shall progress payments paid be in excess of ninety percent (90%) of the Contract Price at time of completion. Final payment to Contractor will be processed thirty - five (35) days after the City has recorded the Notice of Completion. Contractor may, upon Contractor's written request, and approved by the City Council, at Contractor's expense, deposit substitute securities, as stated in Government Code Section 16430, and as authorized by Public Contract Code, Section 22300, in lieu of retention monies withheld to insure performance.

Payment of undisputed amounts due under this Agreement, including the final payment due hereunder, is contingent upon the Contractor furnishing to the City an unconditional release by the Contractor of all claims against the City arising by virtue of this Agreement related to those amounts. Disputed claims in stated amounts may be specifically excluded by Contractor from the operation of any release. No payment, final or otherwise, shall operate to release the Contractor or its sureties from obligations a rising under this Agreement or the bonds and warranties furnished hereunder. No payment shall be construed as an acceptance of any of the Work or of defective or improper materials.

III. BONDS

Within ten (10) calendar days of receiving the Notice of Award an d prior to Contractor’s commencement of the Work, Contractor shall furnish to City, using the forms set forth in the Bid Documents, a Labor and Materials Payment Bond in an amount equal to one hundred percent (100%) of the Contract Price, and a Performance Bond in an amount equal to one hundred percent (100%) of the Contract Price, said bonds to be in conformance with the Contract Documents, including but not limited to, the General Specifications and Subsection 2.2.2 of the Special Provisions.

IV. INDEMNITY

Contractor shall defend (with counsel of City’s choosing), indemnify and hold the City, its respective elected and appointed boards, officials, officers, agents, employees, representatives and volunteers (individually and collectively referred to hereinaft er as “Indemnitees”) free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, regardless of 233
15 whether the allegations are false, fraudulent, or groundless , to property or persons, including wrongful death, to the extent arising out of or incident to any acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Agreement, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall def end, at Contractor’s own cost, expense and risk, with counsel of City’s choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Indemnitees. To the extent of its liability, Cont ractor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such suit, action or other legal proceeding.

Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by California Civil Code Section 2782.

This obligation to indemnify and defend Indemnitees as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to City.

V. INSURANCE

Without limiting Contractor’s indemnification of Indemnitees as set forth in Section IV of this Agreement, Contractor shall obtain, provide and maintain, at its own expense, the types and amounts of insurance described in Subsection 2.7.2 of the Special Pr ovisions of the Contract Documents. Such insurance shall be in force prior to Contractor commencing any Work under this Agreement and shall remain in force for the duration of this Agreement and for any other such period as may be required herein. Contractor shall provide proof of the required insurance coverage and the endorsements specified in Subsection 2.7.2 of the Special Provisions within ten (10) calendar days of receipt of the Notice of Award.

VI. INELIGIBLE SUBCONTRACTORS

In accordance with the provi sions of Section 6109 of the California Public Contract Code, Contractor agrees that it shall not perform any work under this Agreement with a subcontractor who is ineligible to perform work on a public works contract pursuant to Sections 1777.1 and 1777.7 of the California Labor Code. Contractor further acknowledges that any contract on a public works project entered into between a contractor and debarred subcontractor is void as a matter of law, and a debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract. Any public money that is paid or may have been paid to a debarred subcontractor by a Contractor for work performed on this Project shall be returned to the City. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who have been allowed to work on the Project.
234
16 VII. COMMENCEMENT OF WORK AND LIQUIDATED DAMAGES

The Contractor shall commence the Work required by this Agreement within ten (10) calendar days of the date specified in the Notice to Proceed and shall complete all Work as specified in the Contract Documents within ONE HUNDRED TWENTY (120) CALENDAR DAYS from the date in said Notice.

City and Contractor have discussed the provisions of Government Code Section 53069.85 and the damages that may be incurred by City if the Work is not completed within the time specified in this Agreement. The City and Contractor hereby represent that at the time of signing this Agreement, it is impr acticable and extremely difficult to fix the actual damage which will be incurred by City if the Work is not completed within the number of working days allowed. Accordingly, City and Contractor agree that the sum of $500.00 per calendar day is a reasonable sum to assess as Liquidated Damages to City by reason of the failure of Contractor to complete the Work within the time specified.

VIII. CERTIFICATION UNDER LABOR CODE SECTION 1861

By signing this Agreement, Contractor makes the following certification required by Section 1861 of the California Labor Code:

“I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to und ertake self -insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of any Work under this Agreement.”

IX. APPRENTICES
The Contractor acknowledges that, in accordance with Section 1777.5 of the State Labor Code, he/she will be held responsible for compliance with the provisions of this Section for all apprenticeable occupations.

X. SUBSTITUTION OF SUBCONTRACTORS

The Contractor hereby agrees to reimburse the City for costs incurred by the City in the substitution of subcontractors. Where a hearing is held pursuant to the provisions of Section 4100 et seq. of the Public Contract Code by the City or a duly appointed hearing officer, the Clerk of the City of Lynwood shall prepare and certify a statement of all costs incurred by the City for investigation and conduct of the hearing, including the costs of any hearing officer and shorthand reporter appointed.

The statement shall then be sent to the Contractor, who shall reimburse the City for s uch costs. If not paid separately, such reimbursement may be deducted from any money due and owning to the Contractor prior to the City’s acceptance of the Project. 235
17 XI. LICENSES

Contractor acknowledges and agrees that Contractor must have all appropriate contractor's licenses. Contractor further warrants and represents that he/she/they has/have the appropriate contractor's license to pursue the work hereunder. Contractor's failure to have or maintain all appropriate licenses during the entire term of this Agreement shall be cause for the immediate and summary termination of this Agreement by City. Contractor shall be liable for all City's costs incurred to complete the Work under this Agreement in the event of such termination.

XII. EMPLOYMENT DISCRIMINATION PROHIBITED

Pursuant to California Labor Code Section 1735 and other applicable provisions of law, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, religious creed, color , national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, political affiliation or sexual orientation in the performance of Work under this Agreement. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, political affiliation or sexual orientation.

XIII. PREVAILING WAGES

The Contractor is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since the work covered by this Agreement involves an applicable “public works” or “maintenance” project, as defined by the Prev ailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws as set forth in the foregoing statutes and in the Special Provisions of the Contract Documents.

XIV. AUTHORITY TO EXECUTE

The person or persons executing this Agreement on behalf of Contractor warrants and represents he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation, partnership, or business entity and warrants and represents th at he/she/they has/have the authority to bind Contractor to the performance of its obligations hereunder.

XV. ASSIGNMENT; GOVERNING LAW

This Agreement may not be assigned by Contractor, in whole or in part, without the prior written consent of the City. This Agreement and any dispute arising hereunder shall be governed by the law of the state of California.
236
18 XVI. NOTICES

Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Contractor’s regular business hours or by facsimile before or during Contractor’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth below, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this Section.

City Contractor
City of Lynwood

Attn: City Engineer Attn: _
11330 Bullis Road _
Lynwood, CA 90262 _
Fax No. (310) 635-0493 Fax No.

XVII. ATTORNEYS FEES

Should either Party bring any action to protect or enforce its rights under this Agreement or the Contract Documents, the prevailing party in such action shall be entitled to recover, in addition to all other relief, its reasonable attorneys fees and costs.

XVIII. WARRANTY

All Work shall be warranted by Contractor against defective workmanship and materials for a period of one (1) year form the date the Work is accepted as complete by the Lynwood City Council. The contractor shall replace or repair any such defective work in a manner satisfactory to Engineer, following notice from Engineer specifying the work to be done and the time in which replacement or repair shall be completed. If Contractor fails to make such replacement or repair within the time specified in the notic e, the City may perform the needed repairs and Contractor’s sureties shall be liable for the cost thereof.

XIX. ENTIRE AGREEMENT, WAIVER AND MODIFICATION

This Agreement contains the completely final, entire, and exclusive agreement between the Parties with respect to the subject matter hereof, and no waiver, alteration, or modification of any of the provisions hereof or rights to act hereunder shall be binding unless made in writing signed by both Parties. Any attempted modification, amendment, or alteration i n violation hereof shall be void.
237
19 IN WITNESS WHEREOF , each of the Parties hereto has caused the Agreement to be executed in its name on its behalf by a duly authorized officer as of this day and year first above written.

CITY OF LYNWOOD CONTRACTOR

LEGAL NAME OF FIRM

By: By:

Oscar Flores Signature of Chairman of Board,
Mayor President, or Vice President

Attest:

(Typed/Printed Name)

By:

Maria Quiñónez (Title)
City Clerk
By:

Signature of Secretary, Assistant
Approved as to Form: Secretary, CFO, or Assistant Treasurer

By:

Noe Tapia (Typed/Printed Name)
City Attorney
Title

[NOTARY REQUIRED FOR SIGNATURE(S) OF CONTRACTOR]
238
20 1.4.2 CONTRACT PERFORMANCE BOND
(CALIFORNIA PUBLIC WORKS)

KNOW ALL MEN BY THESE PRESENTS:

THAT WHEREAS, the City of Lynwood (referred to hereinafter as "City") has entered into an Agreement dated (referred to hereinafter as the “Agreement”) with
(hereinafter designated as “Contractor” or "Principal"), for construction of WATER DIVISION OFFICE IMPROVEMENTS PHASE 1 PROJECT 4011.67.928 , (hereafter referred to as the “Project”).

WHEREAS, the Work to be performed by the Contractor is more particularly set forth in the Agreement for the Project, the terms and conditions of which, including those set forth in the Contract Documents incorporated as component parts the of Agreement, are expressly incorporated herein by this reference; and

WHEREAS, the Contractor is required by the Agreement to perform the terms thereof and to provide a bond both for the performance and guaranty thereof.

NOW, THEREFORE, we, , the
undersigned Contractor, as Principal, and ,
a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto City in the penal sum of Dollars ($ )
lawful money of the United States, said sum being not less than 100 percent of the total amount payable by the City under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the bounden Principal, his/her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the undertakings, terms, covenants, conditions and agreements set forth in the Agreement and any alteration thereof made as therein provided, on his/her or its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill the one-year guarantee of all materials and workmanship; and indemnify and save harmless the City, its officers, officials, employees, authorized agents and volunteers, as stipulated in the Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. In the event suit is brought on this bond, said Surety will pay to City a reasonable attorney's fee to be fixed by the Court. 239
21 As a condition precedent to the satisfactory completion of the Agreement, unless otherwise provided for in the Agreement, the above obligation shall hold good for a period of one (1) year after the acceptance of the Work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship.

The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Agreement, the Surety shall remedy the default pursuant to the Agreement, or shall promptly, at the City’s option:

(1) Take over and complete the Project in accordance with all terms and conditions in the Agreement; or

(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as Work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the co ntract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Agreement and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

(3) Permit the City to complete the Project in any manner consistent with California law and make available as Work progresses sufficie nt funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Agreement and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject an y contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement, or to the Project or to the Work to be performed thereunder, or the Specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement, or to the Project, or to the Work or to the Specifications. Said Surety also hereby waives the provisions of sections 2819 and 2845 of the California Civil Code.
240
22 No final se ttlement between the City and the Contractor shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

IN WITNESS WHEREOF, the above-bounden parties have executed this instrument this day of , _, the name and cor porate seal of each
corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

PRINCIPAL:
(seal)

By

SURETY:
(seal)

By
Attorney-in-Fact

The rate of premium on this bond is per thousand dollars. The total amount of premium charged, $ . (These blanks must be filled in by corporate surety.)

IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California I nsurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Depart ment's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:

(Name and Address of Surety) (Name and Address of Agent/Representative in California if different)

(Telephone Number of Surety/Agent
or Representative in California
241
23 STATE OF CALIFORNIA )
) ss.

COUNTY OF )

On this _ day of , in the year , before me,
, a Notary Public in and for said state, personally
appeared , known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney-in-Fact of the (Surety) and acknowledged to me that he/she subscribed the name of the (Surety) thereto and his/her own name as Attorney-in-Fact.

Signature of Notary Public in and for said State

(SEAL)

My commission expires on:

NOTE: A copy of the power of attorney to local representatives of the bonding company must be attached hereto.

CERTIFICATE AS TO CORPORATE PRINCIPAL

I, , certify that I am the
Secretary of the corporation named as
Principal to the within bond; that
who signed the said bond on behalf of the principal was then of said corporation; that I know his/her signature, and his/her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing board.

Signature of Corporate Principal
242
24 1.4.3 CONTRACT PAYMENT BOND
(CALIFORNIA PUBLIC WORKS)

KNOW ALL MEN BY THESE PRESENTS:

THAT WHEREAS, the City of Lynwood, (referred to hereinafter as "City") has entered into an agreement dated (referred to hereinafter as the “Agreement”) with , (hereinafter designated as the "Contractor"
or “Principal”), for WATER DIVISION OFFICE IMPROVEMENTS PHASE 1 PROJECT 4011.67.928

WHEREAS, Contractor is required to furnish a bond in connection with the Agreement, and pursuant to Section 3247 of the California Civil Code.

NOW, THEREFORE, we, , the
undersigned Contractor, as Principal, and ,
a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto City and to any and all persons, companies or corporations entitled to file stop notices under Section 3181 of the California Civil Code, in the penal sum of
Dollars ($ ), lawful money of the United States, said sum being not less than 100 percent of the total amount payable by City under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if said Contractor, his/her or its heirs, executors, administrators, successors or assigns, or subcontractors, shall fail to pay for any materials, provisions, provender or other supplies, items, implements or machinery used in, upon, for or about the performance of the Work required by the Agreement; or fails to pay (1) any of the persons named in Civil Code Section 3181, (2) amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Agreement, or (3) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to the work and labor provided pursuant to the Agreement, said Surety will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In the event suit is brought upon this bond, said Surety will pay to City a reasonable attorney's fee to be fixed by the Court. In addition to the provisions hereinabove, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to serve stop notices under Section 3181 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement or to the Work to be performed thereunder or the Specifications accompanying the same; shall in any way 243
25 affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Ag reement or to the Work or to the Specifications. Said Surety also hereby waives the provisions of sections 2819 and 2845 of the California Civil Code.

No final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

IN WITNESS WHEREOF, the above-bounded parties have executed this instrument this day of , , the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

PRINCIPAL:
(seal)

By

SURETY:
(seal)

By
Attorney-in-Fact

IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:
(Name and Address of Surety) (Name and Address of Agent/Representative in California if different)
_

(Telephone Number of Surety/Agent
or Representative in California)

STATE OF CALIFORNIA )
244
26 COUNTY OF
) ss.
)

On this day of , in the year , before me,
, a Notary Public in and for said state, personally
appeared , known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney-in-Fact of the (Surety) and acknowledged to me that he/she subscribed the name of the (Surety) thereto and his/her own name as Attorney-in-Fact.

Signature of Notary Public in and for said State

(SEAL)

My commission expires on:

NOTE: A copy of the power of attorney to local representatives of the bonding company must be attached hereto.

CERTIFICATE AS TO CORPORATE PRINCIPAL

I, , certify that I am the
Secretary of the corporation named as
Principal to the within bond; that
who signed the said bond on behalf of the principal was then of said corporation; that I know his/her signature, and his/her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing board.

Signature of Corporate Principal

(CORPORATE SEAL)
245
27 1.4.4 CERTIFICATES / PROOF OF INSURANCE

AND ENDORSEMENTS

The Contractor shall not commence any of the Work or begin any performance under the Agreement until he/she obtains, at his/her own and sole cost and expense, al l required insurance as stipulated by the City. The required insurance shall be provided by the Contractor in conformance with the requirements of the Special Provisions and may include the following:

 Workers' Compensation Insurance
 Commercial General Liability and Business Automobile Liability Insurance  Course of Construction or Builder’s Risk Insurance
 Flood Insurance

The insurance company or companies utilized by the Contractor shall be authorized and admitted to transact business in the State of California and to issue policies in the amounts required pursuant to the provisions of the Special Provisions. All insurance required shall be placed with insurers with a current A.M. Best's rating of no less than A:VII, and shall contain the endorsements specified in the Special Provisions.

Within ten (10) calendar days after receipt of the Notice of Award, Contractor shall furnish to the City for approval as to sufficiency and form, certificates of insurance and original endorsements evidencing the required coverage set forth in the Special Provisions.

Endorsements and certificates are to be signed by a person authorized by t he insurer to bind coverage on the insurer’s behalf. If the insurance called for is provided by more than one company, a separate certificate and the required endorsements shall be provided by each company.

City reserves the right to request complete, cer tified copies of all required insurance policies and endorsements at any time.

Failure to provide City with the required insurance coverage, proof of insurance and/or endorsements within ten (10) calendar days of receipt of the Notice of Award, may result in withdrawal of award and forfeiture of the Bidder's Bid Security.
246
28 ADDENDUM

By executing this Addendum, Contractor acknowledges and agrees that the work performed pursuant to the above referenced Agreement is subjected to all applicable provisions.

Payment of Minimum Compensation to Employees. Contractor shall be obligated to pay not less than the General Prevailing Wages Rate as required by applicable law.

A. Prevailing Wage Requirements. California Labor Code requires the payment of not less than the general prevailing rate of per diem wages and rates for holiday and overtime and adherence to all labor standards and regulations. The General Prevailing Wages Rates may be adjusted throughout the term of this Agreement.

Notwithstanding any o ther provision of this Agreement, Contractor shall not be entitled to any adjustment in compensation rates in the event there are adjustments to the General Prevailing Wages Rates.

B. Reports. Contractor shall not perform on site work on this contract until labor compliance documents are filed. Contractor agrees to cooperate with the City to fulfill its notifications requirement to the DIR, as required by DIR’s PWC -100 form or any other required form, and Contractor agrees to provide to the City the information required by the DIR, as generally set forth in Labor Code Section 1773.3. By signing this form, Contractor, and all of its subcontractors, represents that it has registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions under Labor Code section 1771.1(a)] and paid the annual fee due to the DIR, unless the Contractor meets an exception recognized by the DIR or by the law.

C. Furnishing of Electronic Certified Payroll Records to Labor Commissioner.

Contractor and subcontractor agree to furnish the required electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement), in the manner and under the time frame required by law.

D. Audit Rights . All rec ords or documents required to be kept pursuant to this Agreement to verify compliance with the Wage Requirement shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, t he records or documents shall be available at CONTRACTOR’s address indicated for receipt of notices in this Contract.
247
29 E. Enforcement.

1. General. CONTRACTOR acknowledges it has read and understands that, pursuant to the terms and conditions of this Agreement, it is required to comply with the Wage Requirement and to submit certain documentation to the City establishing its compliance with such requirement. (“Documentation Provision.”) CONTRACTOR further acknowledges the City has determined that the Wage Requirement promotes each of the following (collectively “Goals”):
a. It protects public job opportunities and stimulates the City’s economy by reducing the incentive to recruit and pay a substandard wage to labor from distant, cheap-labor areas.
b. It ben efits the public through the superior efficiency of well -paid employees.
c. It increases competition by promoting a more level playing field among contractors with regard to the wages paid to workers.

2. CONTRACTOS’s Breach of Prevailing Wage/Living Wage Provisions.

WITHOLDING OF PAYMENT: CONTRACTOR agrees that the Documentation Provision is critical to the City’s ability to monitor CONTRACTOR’s compliance with the City’s public wage obligations. CONTRACTORS further agrees its breach of the Documentation Provision or general public wage obligations results in the need for additional enforcement action to verify compliance with this Addendum. In light of the critical importance of the Documentation Provision, the City and CO NTRACTOR agree that CONTRACTOR’s compliance with this Addendum is an express condition of City’s obligation to make each payment due to the CONTRACTOR pursuant to this Agreement.

THE CITY IS NOT OBLIGATED TO MAKE ANY PAYMENT DUE THE

CONTRACTOR UNTIL CONTRA CTOR HAS PERFORMED ALL OF ITS
OBLIGATIONS UNDER THESE PROVISIONS. THIS PROVISION MEANS

THAT CITY CAN WITHOLD ALL OR PART OF A PAYMENT TO

CONTRACTOR UNTIL ALL
REQUIRED DOCUMENTATION IS SUBMITTED. Any payment by the City despite CONTRACTOR’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Documentation Provision or public wage obligations of the Contractor and the City.
248
30 CITY OF LYNWOOD DEPARTMENT OF PUBLIC WORKS
PART 2 - SPECIAL PROVISIONS
WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

Section 2.1 General, Terms, Definitions, Abbreviations, and Symbols

2.2 Scope and Control of Work

2.3 Control of the Work

2.4 Control of Materials

2.5 Legal Relations and Responsibilities

2.6 Prosecution and Progress of the Work

2.7 Measurement and Payment

2.8 Facilities for Agency Personnel

2.9 Construction Details (Materials and Methods)

* * * * *
249
31 CITY OF LYNWOOD PUBLIC WORKS DEPARTMENT
PART 2 - SPECIAL PROVISIONS

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

SECTION2.1 – General, TERMS, DEFINITIONS, ABBREVIATIONS, AND SYMBOLS

2.1.1 GENERAL
The following additions/modifications are hereby made to the Standard Specifications:

2.1.1.1 Standard Specifications. - The Work hereunder shall be done in accordance with the Standard Specifications of the City of Lynwood, Standard Specifications for Public Works Construction ("Greenbook"), latest Edition , including all current supplements, addenda, and revisions thereof, the City Standard Plans identified in the Appendix, and the Special Provisions set forth in this Part 2 of the Contract Documents.

In case of conflict between the technical provisions of the Caltrans Standard Specifications, latest Edition and these Special Provisions, these Special Provisions shall take precedence over, and be used in lieu of, such conflicting portions.

2.1.1.2 Supplementary Reference Specifications. - Insofar as references may be made in these Special Provisions to the Caltrans Standard Specifications, such work shall conform to the referenced portions of the technical provisions of the Caltrans Standard Specifications, latest Edition, provided, that wherever the term "Standard Specifications" is used without the prefix "Caltrans," it shall mean the Standard Specifications for Public Works Construction ("Greenbook"), latest Edition , as previously specified in the above Subsection 2.1.1.1.

In case of conflict between the technical provisions of the Caltrans Standard Specifications, latest Edition and these Special Provisions, these S pecial Provisions shall take precedence over, and be used in lieu of, such conflicting portions.
250
32 2.1.2 LEGAL ADDRESS

2.1.2.1 Legal Address of the Agency. - The official address of the Agency shall be the City of Lynwood, 11330 Bullis Road, Lynwood, California 90262, or such other address as the City may subsequently designate in written notice to the Contractor.

2.1.2.2 Legal Address of the Engineer. - The official address of the Engineer shall be 11330 Bullis Road, Lynwood, California 90262, or such other address as the Engineer may subsequently designate in writing to the Contractor.

2.1.2.3 Legal Address of the Agency’s Project Representative. – The name and address of the Agency’s designated Project Representative shall be Mir T. Fattahi, MsCE, P.E., Acting City Engineer, 11330 Bullis Road, Lynwood, California 90262, or such address as the Project Representative may subsequently designate in writing to the Contractor.

2.1.3 DEFINITIONS AND TERMS

2.1.3.1 Definitions and Terms. - Wherever in the Standard Specifications the following terms are used, the definitions shall be amended to read:

Agency - The City of Lynwood, a California municipal corporation and general law city, existing in the County of Los Angeles, State of California.

Board – The City Council of the City of Lynwood.

Engineer - The City Engineer of the City of Lynwood or other persons designated by the City Engineer.

Liquidated Damages - The amount prescribed in these Special Provisions, pursuant to the authority of Government Code Section 53069.85, to be paid to the City or to be deducted from any payments due or to become due to the Contractor for each day's delay in completing the whole or any specified portion of the Work beyond the time allowed in the Special Provisions.

Standard Plans - The Standard Drawings and the Special Drawings of the City of Lynwood.

2.1.3.2 Additional Definitions and Terms. - The following additional terms and definitions used in the Contract Documents shall apply:

Project – The Work that is the subject of the Contract Documents.

Total Bid Price – The full price for all the Work required to complete the Project submitted by a Bidder in the Bid Documents.
251
33 Unit Price – The amount set forth in a Bid Schedule document for a single unit of an item of work.

Unit Price Bid Item – An item of work to which a Unit Price applies.

- END OF SECTION -
252
34 SECTION 2.2 - SCOPE AND CONTROL OF WORK

2.2 SCOPE OF THE WORK

The Work encompassed by the Project is more specifically defined in the Contract Documents, b ut in general consists of, but is not limited to, the following Work: The demolition of some existing infrastructure to accommodate specific interior tenant improvements including: ceiling, walls, flooring, painting, patching, HVAC, electrical, structural, mechanical, and other trade work to construct new improvements as described by the plans and specifications hereinafter referred to as the work (“Work”).

2-2.1 PERMITS.

The text of Subsection 2-2 of the Standard Specifications is hereby deleted and replaced with the following:

Prior to the start of any work, the Contractor shall take out the applicable AGENCY permits and make arrangements for AGENCY inspections. The AGENCY will issue the permits at no charge to the Contractor. The Contractor and all subcontractors shall each obtain an AGENCY business license and shall be licensed in accordance with the State Business and Professions Code. The Contractor shall also obtain any and all other permits, licenses, inspections, certificates, or authorizations required by any governing body or entity.

2.2.2 CONTRACTOR’S SURETY WAIVER OF RIGHT OF NOTIFICATION

The following shall be added to the Standard Specifications:

"The Contractor shall ensure that its Surety is familiar with all of the terms and conditions of the Contract Documents, and shall obtain a written acknowledgement by the Surety that said Surety thereby waives the right of special notification of any changes or modifications of the Agreement, or of extensions of time, or of decreased or increased Work, or of cancellation of the Agreement, or of any other act or acts by the City of Lynwood or any of its authorized representatives."

2.2.3 CHANGES INITIATED BY THE AGENCY

The following sentence shall be added to the Standard Specifications:

All Change Orders shall be subject to the provisions of Subsection 6-3.15 of the Lynwood Municipal Code.

2.2.4 EXTRA WORK

The provisions of Section 2-8 of the Standard Specifications shall apply; provided that the provisions governing markup percentages for overhead and profit for extra work referenced in Subsection 2-8 and 7-4.3 Markup, Paragraph (a) Work by Contractor of the latest Edition shall be deleted in their entirety and the following substituted therefor:
253
35 (a) Work by Contractor. The following percentages shall be added by the City to the Contractor's costs and shall constitute the markup for all overhead and profit.

1) Labor 20 percent
2) Materials 15 percent
3) Equipment rental 15 percent
4) Other items & expenditures 15 percent
5) Subcontracts (1st tier only) 5 percent
6) Lower Tier subcontractors none

To the sum of costs and markups provided for in this subsection, one percent shall be added by the City as compensation for bonding.

2.2.5 TEMPORARY ACCESS OR CONSTRUCTION RIGHTS-OF-WAY

Subsection 2 -3 of the Standard Specifications shall be deleted in its entirety and the following substituted therefor:

All temporary access or construction rights -of-way, other than those shown on the Plans, which the Contractor may find it requires during progress of the Work, shall be arranged by and paid for entirely by the Contractor, at its own expense.

2.2.6 TESTING

The Contractor shall provide, at its sole cost and expense, any testing indicated by the Contract Documents. The testing shall be performed by a company approved by the Engineer. Only initial compaction tests which produce results meeting the City’s previously specified requirements shall be at the City’s expense. All compaction testing which produces results that fail to meet the City’s previously specified requirements and all retaking of such tests shall be at the Contractor’s expense and City shall not pay Contractor any compensation therefor.

The Contractor, at its sole expense, shall excavate any holes necessary for compaction tests, backfill the holes, compact the backfill placed in the holes, and pave the surface, if required, after the test(s) are completed.

2.2.7 SITE EXAMINATION

The Contractor shall have the sole responsibility of satisfying itself concerning the nature and location of the Work. The submittal of a Bid Proposal shall be conclusive evidence that the Contractor has investigated and examined the Work site and is satisfied as to the conditions to be encountered, including but not limited to, locality, uncertainty of weather and all other contingencies, and the character, quality, quantities, and scope of the Work, materials to be furnished, and all Agreement requirements which could in any way affect the Work or the costs thereof. The failure of the Contractor to acquaint itself with all available information regarding any applicable existing or future conditions shall not 254
36 relieve it from the responsibility for properly estimating the difficulties, responsibilities, or costs of successfully performing the Work according to the Contract Documents.

2.2.8 FLOW AND ACCEPTANCE OF WATER

Storm, surface, nuisance, or other waters may be encountered at various times during construction of the Work. Therefore, the Contractor, by submitting a Bid, hereby acknowledges that it has investigated the risk arising from such waters, and has prepared its Bid accordingly; and the Contractor, by submitting such a Bid, assumes all said risk.

2.2.9 RECYCLING AND DIVERSION OF DEBRIS

The Contractor shall adhere to all provisions of Section 9-6, “Recycling and Diversion of Debris from Construction and Demolition,” of the City of Lynwood Municipal Code.

2.2.10 POLLUTION CONTROL

2.2.10.1 Water Pollution Control

The Contractor shall adhere to all provisions of Section 14-12 of the Lynwood Municipal Code: “Stormwater and Urban Runoff Pollution Control,” and the Federal Clean Water Act, including but not limited to, the National Pollutant Discharge Elimination System (NPDES) standards. The Contractor shall implement all provisions of the Storm Water Pollution Prevention Plan (SWPPP) prepared by the City. Delete the SWPPP provision if project site is less than one (1) acre.

2.2.10.2 Sound Pollution Control

The Contractor shall ensure that its operations do not exceed a noise level of 86- decibels (db) as measured at a distance of 50 feet from all its sources of operation.

2.2.10.3 Air Pollution Control

The Contractor shall adhere to all applicable rules and regulations of the California Air Resource Board (CARB) and the South Coast Air Quality Management District (SCAQMD).

- END OF SECTION -
255
37 SECTION 2.3 – Control of The Work

2.3.1 SELF-PERFORMANCE.

The whole paragraph of Section 3-2 of the Standard Specifications is hereby deleted and replaced with the following:

The Contractor shall perform or provide, with its own organization, contract labor, materials, and equipment amounting to at least 50 percent of the Contract Price. The contract labor performed or provided by the Contractor shall amount to at least 25 percent of the total contract labor for the Contract. Cont ract labor shall exclude the Contractor’s superintendent. Any designated “Specialty Items” may be performed by subcontract and the amount of any such “Specialty Items” so performed may be deducted from the Contract Price before computing the amount of contract labor, materials, and equipment required to be performed or provided by the Contractor with its own organization. Where an entire item is subcontracted, the value of contract labor, materials, and equipment subcontracted will be based on the estimated percentage of the Contract Unit or Lump Sum Price, determined from information submitted by the Contractor, subject to approval by the Engineer.

The Contractor with the bid package shall submit a list of all subcontractors intended to perform work on the project. This list shall include the name and location of the place of business of each subcontractor who will perform work or labor or render service to the prime contractor in or about the construction of the work or improvement, or a subcontractor licensed by the State of California who, under subcontract to the prime contractor, specially fabricates and installs a portion of the work or improvement according to detailed drawings contained in the plans and specifications, in an amount in excess of one-half of one percent of the prime contractors total bid. The prime contractor shall provide a description by bid item number or otherwise fully designate the portion of work to be performed by each subcontractor.

2.3.2 PRECEDENCE OF CONTRACT DOCUMENTS

The provisions of Subsection 3-7.2 of the Standard Specifications shall be deleted in their entirety and the following substituted therefor:

The Contract Documents are complementary, and what is called for by one shall be as binding as if called for by all.

The Contract Documents are intended to be fully cooperative and to be complementary. If Contractor observes that any documents are in conflict, the Contractor shall promptly notify the Engineer in writing.

In resolving disputes resulting from conflicts, error s, or discrepancies in any of the Contract Documents, the document highest in precedence shall control. The order of precedence shall be as listed below:
256
38 1. Approved and Fully-Executed Change Orders

2. Agreement

3. Addenda

4. Contractor's Bid (Bid Documents)

5. Technical Provisions

6. Special Provisions

7. General Provisions of the Standard Specifications

8. Notice Inviting Bids

9. Instructions to Bidders

10. Plans (Contract Drawings)

11. Standard Specifications

12. City Standard Plans

13. Reference Specifications

With reference to the Drawings, the order of precedence shall be as follows:

1. Figures govern over scaled dimensions.

2. Detail drawings govern over general drawings.

3. Addenda or Change Order drawings govern over Contract Drawings.

4. Contract Drawings govern over Standard Drawings.

5. Contract Drawings govern over Shop Drawings.

2.3.3 SUBMITTALS

The following provision shall be added at the end of Subsection 3-8.1 of the Standard Specifications:

On lump sum contracts, the Contractor shall submit, for approval by the Engineer, a Schedule of Values, or lump sum price breakdown, which will serve as the basis for progress payments and shall be incorporated into a form of payment request (or invoice) acceptable to the Engineer. Such Schedule of Values shall be submitted for approval at the Pre-construction Conference and must meet the approval of the Engineer before any payments can be made to the Contractor.

2.3.4 SUBSURFACE DATA

The provisions of Subsection 3-9 of the Standard Specifications shall be deleted in their entirety and following substituted therefor:

Limited Reliance by Contractor. - Soils reports and other reports of subsurface conditions may be made available by the City for inspection by the Contractor. HOWEVER, SUCH REPORTS AND DRAWINGS ARE NOT CONTRACT DOCUMENTS.

The Contractor may rely upon the general accuracy of the "technical data" contained in such reports and drawings only where such "technical data" are specifically identified in the Special Provisions. Except for such reliance on such "technical data," the Contractor may not rely upon or make any claim against the City, the Engineer, nor any of the Engineer's Consultants with respect to any of the following:
257
39 Completeness. - The completeness of such reports and drawings for Contractor's purposes, including, but not limited to, any aspects of the means, methods, techniques, sequences, and procedures of construction to be employed by Contractor and safety precautions and programs incident thereto, or

Other Information. - Any other data, interpret ations, opinions, and information contained in such reports or shown or indicated in such drawings, or

Interpretation. - Any interpretation by the Contractor of such "technical data," or any conclusion drawn from any "technical data" or any such data, interpretations, opinions or information.

2.3.5 PERMANENT SURVEY MARKERS

The provisions of Subsection 3-10.1 of the Standard Specifications shall be deleted in their entirety and the following substituted therefor:

It shall be the Contractor's responsibility to protect all the existing survey monuments, bench marks, survey marks and stakes. Removal of such monuments, or displacement thereof, shall require their resetting, including corner record filing, for the existing type of monument in question at the Contractor's sole expense.

Any existing monument shall not be disturbed. Where the Engineer concurs, in writing, with the Contractor that protecting an existing monument in place is impractical, the Contractor shall employ a California Licensed Land Surveyor to establish the location of the monument before it is disturbed. The Contractor shall have the monument replaced by a California Licensed Land Surveyor no later than thirty (30) days after construction is completed at the site of the replacement. The California Licensed Land Surveyor shall file corner record(s) as required by Sections 8772 and 8773, et seq., of the California Business and Professions Code.

Payment for the costs of Land Surveyors, replacement of disturbed monuments and the filing of corner r ecords shall not be considered part of the work necessitating the disturbance of said monuments and no additional payment will be made by City to Contractor therefor.

2.3.6 SURVEY SERVICE

The provisions of Subsection 3-10 of the Standard Specifications shall be deleted in their entirety and the following substituted therefor:

The Contractor shall hire and pay for the services of a California Licensed Land Surveyor to perform all work necessary for establishing control, construction staking, records research, and all other surveying work necessary to perform the Work; and to provide other surveying services, if required by the Contract Documents, in accordance with the 258
40 Land Surveyors Act. The California Licensed Land Surveyor shall be present on the site during all surveying operations and shall personally supervise and certify the surveying work.

Payment for work performed to satisfy the requirements of surveying shall be included by Contractor in its bid for any items requiring the survey work and no additional payment will be made by City to Contractor therefor.

2.3.7 INSPECTION

The provisions of Subsection 3-5 of the Standard Specifications shall be deleted in their entirety and the following substituted therefor:

The Engineer shall have complete and safe access to the Work at all times during construction, and shall be furnished with every reasonable facility for ascertaining that the materials and the workmanship are in accordance with the Contract Documents, including but not limited to, the Standard Specifications, the Special Provisions, and the Plans. All labor, materials, and equipment furnished shall be subject to the Engineer's inspection. The Contractor shall notify the engineer at least twenty-four (24) hours before any inspection is required.

If the Contractor is allowed by the Engineer to work outside the hours of operations specified in this Special Provisions, on weekends, or on days designated as holidays by the City, and if the Engineer decides that inspection services are required during such times, the costs for those services shall be borne by the Contractor. When the Work is substantially completed, a representative of the Engineer will make the final inspection.

- END OF SECTION -
259
41 SECTION 2.4 - CONTROL OF MATERIALS

2.4.1 MATERIALS

2.4.1.1 GENERAL.

The following is hereby added to this subsection of the Standard Specification:

The Contractor and all subcontractors, suppliers, and vendors shall guarantee that the entire work will meet all requirements of this contract as to the quality of materials, equipment, and workmanship. The Contractor, at no cost to the AGENCY, shall make any repairs or replacements made necessary by defects in materials, equipment, or workmanship that become evident within one (1) years after the date of recordation of the Notice of Completion. Within this one-year period, the Contractor shall also restore to full compliance with requirements of this contract any portion of the work which is found to not meet those requirements. The Contractor shall hold the AGENCY harmless from claims of any kind arising from damages due to said defects or noncompliance.

The Contractor shall make all repairs, replacements, and restorations within thirty (30) days after the date of the City Engineer’s written notice.

The Contractor shall place the order(s) for all long -lead supplies, materials, and equipment, for any traffic signing, striping, legends, and traffic control fa cilities within three (3) working days after the receipt of the Notice of Award from the City. The Contractor shall furnish the Engineer with a statement from the vendor(s) that the order(s) for said supplies, materials, and equipment has been received and accepted by said vendor(s) within fifteen (15) working days from the date of receipt of Notice of Award.

2.4.2 TRADE NAMES OR EQUALS

2. 4 .2 . 1 Substitutions. - Paragraph 2 of Subsection 4-6 of the Standard Specifications shall be amended to read as follows:

Whenever any particular material, process, or equipment is indicated by a patent, proprietary, or brand name, or by the name of the manufacturer, such wording is used for the purpose of facilitating its description and shall be deemed to be followed by the words "or equal." A Bidder may offer any material, process, or equipment considered as equivalent to that indicated, unless the City Council, or its designee, makes a finding that is described in the invitation for bids or request for proposal that a particular material, product, thing, or service is designated by specific brand or trade name for any of the following purposes:

1. In order that a field test or experiment may be made to determine the product's suitability for future use.
260
42 2. In ord er to match other products in use on a particular public improvement either completed or in the course of completion.

3. In order to obtain a necessary item that is only available from one source.

4. In order to respond to an emergency declared by a local agency, but only if the declaration is approved by a four-fifths vote of the governing board of the local agency issuing the invitation for bid or request for proposals; or in order to respond to an emergency declared by the state, a state agency, or political subdivision of the state, but only if the facts setting forth the reasons for the finding of the emergency are contained in the public records of the authority issuing the invitation for bid or request for proposals.

Failure of the Bidder to sub mit requests for substitution with the Bid, using the form provided in Appendix C of the Contract Documents, shall be deemed to signify that the Bidder, if awarded the contract, intends to furnish one of the brands named in these Special Provisions and the Bidder does thereby waive all rights to offer or use substitute materials, products, or equipment for that which was originally specified. Data substantiating a request for substitution of an "or equal" item shall be submitted either with the Bid or not later than ten (10) days following the Bid opening, and will not be considered until after execution of the Agreement by all parties.

2. 4 .2 . 2 Submittals for Approval of "Or Equals." – The first sentence of Paragraph 3 of Subsection 4-6 of the Standard Specifications shall be amended to read as follows:

Should the Contractor request approval for substitution of "or equal" products, it shall, at its expense, submit data substantiating such request to the Engineer as per Subsection above. Data for approva l to substitute "or equal" products shall include complete calculations, technical specifications, samples, or published documents relating to the performance and physical characteristics of the proposed substitute.

- END OF SECTION -
261
43 SECTION 2.5 – Legal Relations and Responsibilities

2.5.1 LABOR

2.5.1.1 General.

The following is hereby added to this subsection of the Standard Specifications:

The Contractor, and all subcontractors, suppliers, and vendors, shall comply with all AGENCY, State and Federal orders regarding affirmative action to ensure equal employment opportunities and fair employment practices. Failure to file any report due under said orders will result in suspension of periodic progress payments. The Contractor shall ensure unlimi ted access to the job site for all equal employment opportunity compliance officers. In accordance with the labor Code, as provided in Section 1773 et seq., the City has on file in the City Clerk’s office the latest prevailing rates as established by the Director of Industrial Relations of the State of California. The Contractor shall not pay less than these rates.

2.5.2 INSURANCE.

2.5.2.1 General Liability Insurance.

The liability insurance coverage values are hereby amended to be:

Insurance Coverage Requirements Limit Requirements
Comprehensive General Liability $2,000,000
Product/Completed Operations Hazard $2,000,000
Comprehensive Automobile Liability $2,000,000
Contractual General Liability $2,000,000
Worker’s Compensation Statute

A combined single limit policy with aggregate limits in the amount of $4,000,000 will be considered equivalent to the required minimum limits. A pro forma copy of the policy(s) shall be submitted to the City. A certificate of endorsement naming the City and its Agents as additional insu red identifying the coverage limits, dates of coverage insurance provided, and project number is required.

2.5.3 SAFETY.

2.5.3.1 Work Site Safety.

2.5.3.2 General.

Subsection 2.5.3.2 is hereby added to Section 5 of the Standard Specifications as follows:

It is part of the service required of the Contractor to make whatever provisions are necessary to protect the public. The Contractor shall use foresight and shall take such 262
44 steps and precautions as its operations warrant to protect the public from danger, loss of life or loss of property, which would result from interruption or contamination of public water supply, interruption of other public services, or from the failure of partly completed work or partially removed facilities. Unusual conditions may arise on the work, which will require that immediate and unusual provisions be made to protect the public from danger or loss, or damage to life and property, due directly or indirectly to prosecution of work under this contract.

Whenever, in the opinion of the Engineer, an emergency exists against which the Contractor has not taken sufficient precaution for the public safety, protection of utilities and protection of adjacent structures or property, which may be damaged by the Contractor’s operations and when, in the opinion of the Engineer, immediate action shall be considered necessary in order to protect the public or property due to the Contractor’s operations under this contract, the Engineer will order the Contractor to provide a remedy for the unsafe condition. If the Contractor fails to act on the situation within a reasonable time period, the Engineer may provide suitable protection to said interests by causing such work to be done and material to be furnished as, in the opinion of the Engineer may seem reasonable and necessary.

The cost and expense of said labor and material, together with the cost and expense of such repairs as are deemed necessary, shall be borne by the Contractor. All expenses incurred by the AGENCY for emergency repairs will be deduc ted from the progress payments and the final payment due to the Contractor. However, if the AGENCY does not take such remedial measures, the Contractor is not relieved of the full responsibility for public safety.

- END OF SECTION -
263
45 SECTION 2.6 – PROSECUTION AND PROGRESS OF THE WORK

2.6.1 CONSTRUCTION SCHEDULE AND COMMENCEMENT OF WORK.

The following is hereby added to this subsection of the Standard Specifications:

The Contractor’s proposed Construction Schedule shall be submitted to the Engine er within ten working days after the date of the Agency’s execution of the Contract Agreement. The schedule shall be supported by written statements from each supplier of materials or equipment indicating that all orders have been placed and acknowledged and setting forth the dates that each item will be delivered.

Prior to issuing the Notice to Proceed, the Engineer will schedule a preconstruction meeting with the Contractor to review the proposed Construction Schedule and delivery dates, arrange utility coordination, discuss construction methods, and clarify inspection procedures.

The Contractor shall submit periodic Progress Reports to the Engineer by the last day of each month. The Report shall include an updated Construction Schedule. Any deviations from the original schedule shall be explained. Progress payments will be withheld pending receipt of any outstanding reports.

2.6.2 TIME OF COMPLETION

After the Agreement has been executed by all parties, and a written Notice to Proceed has been issued to the Contractor, the Contractor shall start the Work within ten (10) working days after the date specified in said Notice to Proceed.

Said Work shall be diligently prosecuted to completion before the expiration of:

ONE HUNDRED TWENTY (120) CALENDAR DAYS

from the date specified in a written Notice to Proceed from the City.

2.6.3 DEFAULT BY CONTRACTOR

2.6.3.1 The provisions Subsection 6-7 of the Standard Specifications shall be deleted in their entirety and the following substituted therefor:

The Agreement may be cancelled by the City Council without liability for damages, upon the City Council’s determination that the Contractor is not complying in good faith with the terms of the Agreement, has become insolvent, or has assigned or subcontracted any part of the Work without the City Council’s consent. In the event of such cancellation, the Contractor will be paid the actual amount due based on Unit Prices or lump sums bid and the quantity of Work completed at the time of cancellation. Any damages sustained by the City due to acts or omissions of the Contractor 264
46 will be subtracted from this amount. The Contractor, in having tendered a Bid, shall be deemed to have waived any and all claims for damages because of cancellation of the Agreement for any of the reasons specified in this paragraph. If the City declares the Agreement canceled for any of the reasons specified in this paragraph, written notice to that effect shall be served by the City via personal delivery or by certified mail (return receipt requested) upon Contractor’s Surety. The Surety shall, within five (5) working days after receiving the written notice, assume control and perform the work as successor to the Contractor.

If the Contractor fails to: begin delivery of material and equipment; commence work within time specified; maintain the rate of delivery of material; execute the work in the manner and at such locations as specified; maintain a work program which will ensure the City’s interest; or carry out the intent of the Agreement; written notice may be served by the City via personal delivery or by certified mail (receipt requested) upon the Contractor and its Surety on its Performance Bond demanding satisfactory compliance with the Agreement.

If the Contractor or its Surety does not comply with such notice within five (5) working days after receiving it, or fails to continue after starting to comply, the City may exclude the Contractor and/or its Surety from the premises and take possession of all material and equipment. The City may complete the Work in any manner consistent with applicable California law, including but not limited to use of its own forces, or by letting the unfinished work to another Contractor. In any event, the cost of completing the Work shall be charged against the Contractor and its Surety and may be deducted from any money due or becoming due from the City. If the sums due under the Agreement are insufficient, the Contractor or Surety shall pay to the City, within five (5) working days after the completion of the unfinished work, all costs in excess of the sums due.

If the Surety assumes any part of the Work, it shall take the Contractor’s place in all respects for that part and shall be paid by the City for all work performed by it in accordance with the Agreement. If the Surety assumes the entire Agreement, all money due the Contractor at the time of its default shall be payable to the Surety as the work progresses, subject to the terms of the Agreement.

The provisions of this Subsection shall be in addition to all other rights and remedies available to the City under law.

2.6.4 DAYS DESIGNATED AS HOLIDAYS BY THE CITY OF LYNWOOD

2.6.4.1 Days Designated as Holidays by the City of Lynwood. - In accordance with the Standard Specifications, the days designated as holidays by the City are:
265
47 New Year’s Day Independence Day
Martin Luther King’s Birthday Labor Day
César Chávez’ Birthday Thanksgiving Day
Christmas Day Memorial Day

Any holiday shown above that falls on a Sunday shall be observed the following Monday.

2.6.4.2 Days Designated as Holidays by BOTH the State of California AND the United States Federal Government. - In addition to the holidays specified in §2.6.4.1, holidays observed by BOTH the State of California AND the United States federal government shall also be granted by the City and are designated as follows:

Presidents’ Day Columbus Day
Veterans’ Day

Any holiday shown above that falls on a Sunday shall be observed the following Monday.

2.6.5 LIQUIDATED DAMAGES

2.6.5.1 Amount. - The amount of Liquidated Damages as specified in Section 6-9 of the Standard Specifications shall not apply. The applicable amount of Liquidated Damages shall be specified in the Agreement.

2.6.6 TIMES OF OPERATION

2.6.6.1 Hours of Operation. - No construction activities shall take place and no person shall operate, permit, use, or cause to operate any of the following, other than between the hours of 7:00 a.m. to 3:30 p.m. (9:00 a.m. to 3:00 p.m. for work involving arterial streets), Monday through Friday, with no work allowed on City- observed holidays, unless otherwise approved by the Engineer:

1. Powered Vehicles

2. Construction Equipment

3. Loading and Unloading Vehicles

4. Domestic Power Tools

2.6.7 NOTIFICATION

The Contractor shall notify the City of Lynwood and the owners of all utilities, subsurface installations and substructures not less than forty-eight (48) hours prior to starting construction. The following list of names and telephone numbers is intended for the convenience of the Contractor and is not guaranteed to be complete or correct:

AT&T (310) 515-2419
City of Lynwood (310) 603-0220
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48 City of Lynwood Water & Sewer
Consolidated Disposal Services (trash collection)
(310) 603-0220, Ext. 800
(562) 577-6277
Los Angeles County Fire Department (Sta. 147) (310) 605-5670 Los Angeles County Fire Department (Sta. 148) (310) 603-5270 L.A. County Public Works/Flood Control (626) 458-5100
Los Angeles County Sheriff’s Department (323) 508-4800
MV Transportation, Inc. (bus service) (562) 259-9911
Lynwood Unified School District (310) 605-5670
Park Water Company (562) 923-0711
Southern California Edison (800) 655-4555 or (310) 608-5005 Southern California Gas (310) 605-7909
Time Warner Cable (562) 259-2015 or (888) 892-2253
Underground Service Alert (800) 227-2600
U.S. Postal Service (800) 275-8777

The Contractor shall notify the U.S. Postal Service and trash collection company of all work areas affecting service five (5) working days prior to construction and shall coordinate the work so that these services are not interrupted.

2.6.8 CONSTRUCTION SCHEDULE

The provisions of Subsection 6-1 of the Standard Specifications shall be amended as set forth in the following Subsections:

2.6.8.1 Schedule of Work. - A schedule of Work as required under Section 6-1 of the Standard Specifications shall be provided by the Contractor at the pre- construction meeting.

2.6.8.2 Method. - The Contractor shall provide a project management tool in the form of a Critical Path Method (CPM) network schedule for planning and scheduling of all work required under the Agreement. All schedule reports shall be in the form of computer printouts. The Contractor may elect to use bar charts (Gantt charts) as a supplementary on-site scheduling tool; provided, that all such bar charts shall be generated in the computer from the approved CPM network schedule.

CPM schedules may be submitted in either arrow diagram or time-scaled precedence diagram format, subject to the requirements of these Special Provisions.

2.6.8.3 Qualifications. - A statement of computerized CPM capability shall be submitted in writing prior to the award of the Contract, and shall verify that either the Contractor's organization has in-house capability to prepare and use CPM scheduling techniques, or that the Contractor will employ a CPM consulting firm who is so qualified.

2.6.8.4 Submittal Procedures. - Within twenty (20) working days of execution of the Agreement by all parties, and within ten (10) working days of the Engineer's 267
49 written request at any other time, the Contractor shall submit the schedule and schedule reports in the form specified herein. The Contractor, if requested by the Engineer, shall provide revised network diagrams and schedule reports if at any time the Engineer considers the completion date to be in jeopardy because of "activities behind schedule." Such additional network diagrams and reports shall include a new arrow or precedence diagram and schedule reports conforming to the requirements of Subsection 2.6.8.7 of these Special Provisions, showing how the Contractor intends to accomplish the Work to meet the completion time specified. The form and method employed by the Contractor shall be the same as that required for the initial schedule submittal.

2.6.8.5 Schedule Revisions. - The Contractor shall modify any and all portions of the construction schedule that become infeasible because of activities or procurement behind schedule, or for any other valid reason. Any activity that cannot be completed by its original latest completion date shall be deemed to be behind schedule.

2.6.8.6 Change Orders. - Upon issuance of a Change Order or other Contract modification, the approved change shall be reflected in the next submittal of the Construction Schedule.

2.6.8.7 Approved Standards. -

2.6.8.7.1 Definition. - CPM scheduling, as required under this Section, shall be interpreted to be generally as outlined in the Associated General Contractors of America publication, "The Use of CPM in Construction," as amended by these Special Provisions.

2.6.8.7.2 Construction Schedules. - Construction schedules shall include computer-generated graphic networks and computerized construction schedule reports meeting requirements of this Section.

2.6.8.7.3 Networks. - The CPM scheduling network shall be in the form of a time-scaled arrow or time-scaled precedence diagram of the "activity-on- arrow" or the "activity on node" type and may be divided into separate pages with suitable notation relating to the interface points between the pages.

Individual pages shall not exceed thirty-six (36) by sixty (60) inch sheet size.

Notation on each activity arrow or node shall include a brief work description and duration estimate.

All construction activities and procurement shall be indicated in a time- scaled format and calendar scale shall be shown along the entire sheet length. Each activity arrow or node shall be plotted so that the beginning and completion days and free float time of said activity can be determined graphically by comparison with the calendar scale. All activities shall be shown using symbols that clearly distinguish between critical path activities 268
50 and free float for each non-critical activity. All non-critical path activities shall show estimated performance time and free float time in scaled format.

2.6.8.7.4 Duration Estimates. - The duration estimates indicated for each activity shall be computed in working days, converted to calendar days, and shown on the construction schedule in calendar days, and shall represent the single, best estimate considering the scope of the Work and resources planned for the activity. Except for certain non-labor activities, such as curing of concrete, paint drying, procurement, or delivering of materials, activity duration shall not exceed ten (10) working days [fourteen (14) calendar days] nor be less than one (1) working day, unless otherwise accepted by the Engineer.

2.6.8.7.5 Schedule Reports. - Schedule Reports shall be prepared from the initial construction schedule and from all subsequent revisions of the schedule. As a minimum, Schedule Reports shall contain the following data for each activity:

1. Activity numbers (or i-j numbers)

2. Estimated activity duration

3. Activity description (including procurement items)

4. Early Start date (calendar dated)

5. Early Finish date (calendar dated)

6. Late Start date (calendar dated)

7. Late Finish date (calendar dated)

8. Status (whether critical)

9. Total Float for each activity

10. Free Float for each activity

2.6.8.7.6 Project Information. - As a minimum, each Schedule Report shall include the following summary data:

1. Project name

2. Contractor name

3. Sequence or revision number or date

4. Project duration

5. Scheduled completion date

6. Date of commencement of the Work

7. Cite new completion date, if applicable

2.6.8.8 Schedule Monitoring. – At least once a month, and when specifically requested by the Engineer, the Contractor shall submit to the Engineer a computer printout of the latest updated Schedule Report for those activities that remain to be completed.

- END OF SECTION -
269
51 SECTION 2.7 – MEASUREMENT AND PAYMENT

2.7.1 GENERAL

2.7.1.1 Payment. – Paragraph 2 of Subsection 7-3.1 of the Standard Specifications shall be amended to read as follows:

Payment for the various items of the Bid Schedule(s) shall include all compensation to be received by the Contractor for furnishing all tools, equipment, supplies, and manufactured articles, and for all labor, operations, and incidentals appurtenant to the items of work being described, as necessary to complete the various items of the Work in accordance with the requirements of the Contract Documents, including all appurtenances thereto, and including all costs of permits and costs of complying with the regulations of any public agencies having jurisdiction over Contractor or the Work, including, but not limited to, the Safety and Health Requirements of the California Division of Industrial Safety and the Occupational Safety and Health Administration of the U.S. Department of Labor (OSHA).

No separate or additional payment will be made for any item that is not specifically set forth in the Bid Schedule(s), unless approved and covered by a subsequent Change Order(s) issued in accordance with the provisions of the Contract Documents and all costs for any such items shall be included in the prices named in the Bid Schedule(s) for the various appurtenant items of Work.

2.7.1.2 Progress and Final Payments. – Paragraphs 2 through 5 of Subsection 7-3.2. of the Standard Specifications shall be deleted in their entirety and the following substituted therefore:

In order to receive monthly progress payments for Unit Price Bid Schedule(s), for work performed to the established closure date, the Contractor shall submit to the Engineer a billing invoice and an attachment containing a correct list of estimated quantities and work completed by the Contractor for the applicable Unit Price Bid Items listed in the Bid Schedule(s). Such invoice shall also include a statement of accumulated working days. The estimated quantities and work completed shall be verified by the Engineer prior to processing payment.

In order to receive monthly progress payments for Lump Sum Bid Schedule(s), for work performed to the established closure date, the Contractor shall submit to the Engineer a billing invoice and an attachment containing a correct list of estimated quantities and work completed, in accordance with the Schedule of Values approved by the Engineer. Such invoice shall also include a statement of accumulated working days. The estimated quantities and work completed shall be verified by the Engineer prior to processing payment.

When the entire Project has been satisfactorily completed, the Contractor shall submit its final billing invoice and required detailed attachment to the Engineer for the required verification and preparation of the final estimate.
270
52 Acceptance of any progress payment accompanying any estimate without written protest shall be an acknowledgment by the Contractor that the number of accumulated working days shown on the associated statement of working days is correct. Progress payments made by the City to the Contractor after the completion date of the Agreement shall not constitute a waiver of liquidated damages.

Subject to the provisions of Section 22300 of the Public Contract Code, a ten percent (10%) retention will be withheld from each progress payment. All monthly invoices or payment requests, together with the required attachments detailing the number of days worked and estimates of quantities and work completed, shall be directed to and approved by the Engineer before submittal to the City for payment.

Pursuant to the provisions of California Public Contract Code Section 20104.50, should City fail to make any progress payment within thirty (30) days after receipt of an undisputed and properly submitted payment request (or invoice) from Contractor, City shall be liable to pay interest on such late payment equivalent to the legal rate set forth in subdivision (a) of Section 685.010 of the California Code of Civil Procedure. Upon receipt of an invoice or payment request from Contractor, the City shall: (1) review the invoice as soon as practicable after receipt to determine that the invoice is a proper payment request / invoice; and (2) return to the Contractor within seven 7 days of receipt any invoice / payment request the City determines to be improper, accompanied by a writing setting forth the reasons for City’s determination of impropriety. The number of days available to City to make a payment without incurring interest as set forth in this paragraph shall be reduced by the number of days the City exceeds the seven (7) day return period set forth in the previous sentence.

The Contractor shall submit with each invoice the Contractor's conditional waiver of lien for the entire amount covered by such invoice and valid unconditional waivers of lien from the Contractor and all subcontractors and materialmen for all work and materials included in any prior invoices. Waivers of lien shall be in forms prescribed by California Civil Code Section 3262. Prior to final payment by City, Contractor shall submit a final waiver of lien for Contractor's work, together with releases of lien from any subcontractor or materialmen.

2.7.2 SCHEDULING, MEASUREMENTS AND PAYMENTS

2.7.2.1 Initial Mobilization: - The following paragraphs shall be added to the end of Subsection 7-3.4 of the Standard Specifications:

Measurement for payment for Mobilization will be based upon completion of such work as a lump sum, non-proratable pay item, and shall require completion of all of the listed items during the first twenty-five (25) days following the Notice to Proceed.
271
53 Payment for Mobilization will be made at the lump sum allowance named in the Unit Price Bid Schedule(s) under the Bid Item, “Mobilization,” which price shall constitute full compensation for all such work. Payment for mobilization will be made in the form of a single, lump-sum, non-proratable payment. The Bid Item, “Mobilization,” will not be approved for payment until all mobilization items listed herein have been completed as specified. The scope of work included under the Bid Item, “Mobilization” shall include, but not be limited to, the following principal items:

1. Obtaining and paying for all bonds, insurance, and permits.

2. Moving onto the site all Contractor’s plant and equipment required for first month’s operations.

3. Installing temporary construction power, wiring, and lighting facilities.

4. Establishing fire protection system.

5. Developing and installing a construction water supply per the Standard Specifications.

6. Providing on-site sanitary facilities and potable water facilities as specified per Cal-OSHA.

7. Furnishing, installing, and maintaining all storage buildings or sheds required for temporary storage of products, equipment, or materials that have not yet been installed in the Work. All such storage shall meet manufacturer’s specified storage requirements and the specific provisions of the specifications, including temperature and humidity control, if recommended by the manufacturer and for all security.

8. Arranging for and erection of Contractor’s work and storage yard.

9. Posting all OSHA required notices and establishment of safety programs per Cal-OSHA and as required by the Standard Specifications.

10. Having the Contractor’s superintendent at the job site full time as required under the Standard Specifications.

11. Submittal of required Construction Schedule as specified in Subsection 6-1 of the Standard Specifications.

12. Submittal of Proposed Construction Schedule on or before the Preconstruction Conference, acceptable to the Engineer, per Subsection 6-1 of the Standard Specifications and Subsection 2.6.8 of these Special Provisions. 272
54 13. Submittal of detailed Preliminary Construction Schedule for the Engineer’s approval within seven (7) calendar days after the commencement date specified in the Notice to Proceed.

14. Submittal of an As-Planned Construction Schedule, embodying all corrections required by the Engineer, within thirty (30) calendar days of the date of the Notice to Proceed. No payment for mobilization can be made until this has been approved and submitted.

15. Providing and maintaining the field office trailers for the Contractor and the Engineer, complete, with all specified furnishings and utility services including telephones, telephone appurtenances, computer and printer, and copying machine per the Special Provisions.

16. Providing on-site communication facilities for the City and the Engineer, including telephones, radio pagers, and a FAX machine.

In addition to the requirements specified above, all sub mittals shall conform to the applicable requirements of the Standard Specifications.

No payment for any of the listed mobilization work items will be made until all of the listed items have been completed to the satisfaction of the Engineer. The aforementioned amount will be withheld by the City as the agreed, estimated value of completing all of the mobilization items listed. Any such withholding of money for failure to complete all such mobilization items as a lump sum item shall be in addition to the retention of any payments pursuant to the provisions of the Public Contract Code.

2.7.2.2 Demobilization - Measurement for payment for Demobilization will be based upon completion of such work as a lump sum, non-proratable pay item, and shall require completion of all of the Demobilization items listed herein.

Payment for Demobilization will be made at the lump sum allowance named in the Bid Schedule(s) under the Bid Item, “Demobilization,” which price shall constitute full compensation for all such work. Payment for Demobilization will be made in the form of a single, lump sum, non-proratable payment, no part of which will be approved for payment under the Agreement until all Demobilization items listed herein have been completed as specified. The scope of the work included under the Bid Item, “Demobilization” shall include but not be limited to the following principal items:

1. Provide and submit to the City a detailed written summary of the actual quantities of each bid item.

2. Complete clean up and remediation of all storage and staging sites.

3. Complete clean up and remediation, if required, of all haul routes utilized by Contractor’s vehicles.
273
55 4. Comply with all terms of the Construction Permit.

5. Submit complete “AS-BUILT” plans.

6. Complete the project punch list.

2.7.2.3 Sheeting, Shoring, and Bracing or Equivalent Method. - Measurement for payment for temporary sheeting, shoring, and bracing, or equivalent method, will be based upon the completion of all planning, design, engineering, furnishing, and construction, and the removal and disposal of all such temporary sheeting, shoring, and bracing as a lump sum item, complete, as required under the provisions of any permits and in accordance with the requirements of OSHA and the Construction Safety Orders of the State of California, pursuant to the provisions of Section 6707 of the California Labor Code.

Payment for temporary sheeting, shoring, and bracing, or equivalent method, will be made at the lump sum price named in the Bid Schedule(s) under the Item, “Sheeting, Shoring, and Bracing, or Equivalent Method”, which price shall constitute full compensation for completion of all such work as required hereunder.

- END OF SECTION -
274
56 SECTION 2.8 -- FACILITIES FOR AGENCY PERSONNEL

(NOT REQUIRED)

- END OF SECTION -
275
57 SECTION 2.9 - CONSTRUCTION DETAILS (MATERIALS AND METHODS)

TABLE OF CONTENTS

2.9.1 General

2.9.2 Construction Materials

2.9.3 Construction Methods

2.9.1 GENERAL

Section 2.10, “Construction Details”, includes only technical provisions that add, delete, or revise that which is already covered in the Standard Specifications, or exercises a choice that is offered in the Standard Specifications, or adds subjects not covered in the Standard Specifications.

2.9.2 CONSTRUCTION MATERIALS

2.9.3 CONSTRUCTION METHODS

- END OF SECTION -
276
58 CITY OF LYNWOOD

PUBLIC WORKS DEPARTMENT

PART 3 – TECHNICAL PROVISIONS

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

IN THE CITY OF LYNWOOD
277
59 WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

TECHNICAL PROVISIONS

All Bid Items shall be in accordance with the Greenbook Standard Specifications for Public Works Construction (SSPWC) and Standard Plans for Public Works Construction (SPPWC), Latest Edition including supplements, State of California Caltrans Standard Plans and Specifications, Latest Edition, and the Special Provisions and General Conditions of these specifications.

Bid Item No. 1 – Mobilization/Demobilization (Not to exceed 3% of total of all other Prime Contract Bid Items)

Mobilization shall conform to the provisions of Sections 7 -3.4 of the Standard Specifications.

Mobilization and demobilization shall consist of preparatory work and operations including, but not limited to, those necessary for the movement of personnel, equipment, materials, and incidentals to the project site necessary for work on the project and for all other work and operations which must be performed or costs incurred including bon ds, insurance, and financing prior to beginning work on the various contract items on the project site. Mobilization shall also include the time, materials, and labor to move the necessary construction equipment to and from the site, supervisory time on the job by the Contractor’s personnel to keep the construction site in a safe condition, and all other related work as required at all times and for all non- working days during the construction period. The Contractor is responsible for securing an adequate storage site for equipment and materials. Demobilization includes removal of all equipment and materials from the site, clean up and restoration of the work site at the end of project.

No additional amounts shall be paid for erosion control, Best Management Practices (BMP), erosion damage clean -up, and removal of debris from the project site, NPDES requirements, or removal of soil deposited on public streets by construction traffic.

Best Management Practices (BMP) shall be defined as any program, technology, process, citing criteria, operating method, measure, or device, which controls, prevents, removes, or reduce pollution.

The Contractor shall have a minimum of two readily accessible copies of each publication on the Contract site at all times plus any copies of applicable environmental mitigation plans.
278
60 Additional BMPs may be required as a result of a change in actual field conditions, Contractor activities, or construction operation. When more than one BMP is listed under each specific BMP category, the Contractor shall select the appropriate and necessary number of BMPs within each category in order to achieve the BMP objective.

BMPs for Contractor activities shall be continuously implemented throughout the year and project time period. BMPs for erosion control and sedimentation shall be implemented during the period from October 15 to April 15, and whenever the National Weather Service predicts rain within 24 hours. BMPs for erosion control and sedimentation shall also be implemented prior to the commencement of any Contractor activity or construction operation, which may produce run -off, and whenever run -off from other sources may occur.

The Agency (City), as a permittee thereto, is subject to enforcement actions by the State Water Resources Control Board, Environmental Protection Agency, and private citizens.

The Agency will pass through to the Contractor any penalty assessed by these entities for each calendar day that the Contractor has not fully implemented the BMPs speci fied for the Contract and/or is otherwise in noncompliance with these provisions. In addition, the Agency will deduct, from the final payment due the Contractor, the total amount of any fines levied on the Agency, plus legal and staff costs, as a result o f the Contractor’s lack of compliance with these provisions and/or less than complete implementation of the specified BMPs.

Payment for Mobilization/Demobilization shall be included in the Lump Sum (LS) Price bid and shall be considered full compensation for obtaining all business licenses and permits, as required for the entire project, from all related agencies, including, but not limited to, utility companies, private and public agencies and the City of Lynwood; and complying with the requirements speci fied in those licenses and permits; coordination, field office facility, implementation of Best Management Practices, and incidentals necessary to perform all related items of work. Progress payments for this bid item shall be paid for in accordance with the completion percentage of the project to the Contractor and shall include the cost of such mobilization administration during the entire contract period and demobilization. No additional compensation will be allowed therefor. The sum total of this Bid Item shall not exceed 3% of the total of all other Bid Items.

Bid Item No. 2 – Demolition

This Bid Item shall include all required demolition of existing components and material including but not limited to walls, flooring, ceiling, slab, shoring, and MEP sufficient to allow installation of new components as specified on the plans and specifications.

Payment for Demolition shall be paid for at the Lump Sum unit price for this event and shall be considered full compensation for complying with the above requirements. 279
61 Bid Item No. 3 – Hazardous Materials Removal and Disposal

This Bid Item shall include all required hazardous materials removal and disposal. Contractor must review Limited Asbestos Survey (Appendix I & J).

Bid Item No. 4 – Tenant Improvements

This Bid Item shall include all required installation of work for new improvements including but not limited to lighting, HVAC, plumbing, structural supplements, ceilings, flooring, partition walls, painting, doors & frames, and graphi cs as specified on the plans and specifications. At the end of each work shift all areas occupied to be Hepa vacuumed and wiped clean. All furniture returned to its original position

Payment for Tenant Improvements shall be paid for at the Lump Sum unit p rice for this event and shall be considered full compensation for complying with the above requirements.

Bid Item No. 5 –Contractor OH&P, Bonds & Insurance

This Bid Item shall include all of Contractor’s Overhead, profit, bond premiums, and insurance coverages required by the contract documents.

Payment for Contractor OH&P, Bonds & Insurance shall be paid for at the Lump Sum unit price for this event and shall be considered full compensation for complying with the above requirements.

Bid Item No. 6 – Demobilization

This Bid Item shall include: A. all labor, material, as -built plans, required to comply with Part 2 – Special Provisions, Section 2.9.2.3.Demobilization.

Payment for Demobilization shall be paid for at the Lump Sum unit price for this event and shall be considered full compensation for complying with the above requirements.

- END OF SECTION -
280
62 CITY OF LYNWOOD

PUBLIC WORKS DEPARTMENT
_

PART 4 - APPENDICES

WATER DIVISION OFFICE IMPROVEMENTS PHASE 1
PROJECT 4011.67.928

CITY OF LYNWOOD

Appendix A – Department of Industrial Relations (DIR) Contractor Registration Number Form
Appendix B - Contract Change Order (CCO) Form
Appendix C – Substitution Request Form
Appendix D – Labor Code Sections 1771, 1775, 1777.5, 1813 and 1815 Appendix E – Engineering Plans (Contract Drawings)
Appendix F – Materials Specifications
Appendix G – Structural Plans
Appendix H – Calculations
Appendix I – Hazardous Materials Report 1
Appendix J – Hazardous Materials Report
281
63 APPENDIX “A”

Department of Industrial Relations (DIR)
Contractor Registration Number Form
282
64 Department of Industrial Relations (DIR)
Contractor Registration Number
Beginning July 1, 2014, contractors must register with the Department of Industrial Relations (DIR) before bidding on public works contracts in California. For more information, please refer to this section of the Department of Industrial Relations Website:
http://www.dir.ca.gov/Public-Works/PublicWorks.html.

Per this requirement, provide the following information:

Contractor Name

Contractor Department of Industrial Relations Registration Number:

Expiration Date of Registration Number

*(THIS FORM MUST BE SUBMITTED WITH THE SEALED BID) *
283
65 APPENDIX “B”

CONTRACT CHANGE ORDER (CCO) FORM
284
66 CONTRACT CHANGE ORDER (CCO) FORM

CITY OF LYNWOOD

DEPARTMENT OF PUBLIC WORKS

Date: CCO No. _

Project Title: WATER DIVISION OFFICE IMPROVEMENTS PHASE 1 PROJECT 4011.67.928 Plan Reference: _ Item Reference: _ _
Contractor:
_ _ _

Show as separate numbered paragraphs: (1) Reason for Change; (2) Description of Change; (3) Location of change (Stations, etc.); (4) Change in Contract Cost; (5) Extension of Contract, if warranted; (6) New Contract Total Including All Change Orders.
285
67 APPENDIX “C”

SUBSTITUTION REQUEST FORM
286
68 TO:

SUBSTITUTION REQUEST FORM

_

PROJECT: WATER DIVISION OFFICE IMPROVEMENTS PHASE 1 PROJECT PROJECT NO: 4011.67.928

OWNER: CITY OF LYNWOOD
SPECIFIED ITEM:

Section Page Paragraph Description

The undersigned requests consideration of the following:

PROPOSED SUBSTITUTION:

Attached data includes product description, specifications, drawings, photographs, performance and test data adequate for evaluation of the request. Applicable portions of the data are clearly identified.

The undersigned states that the following paragraphs, unless modified on attachments, are correct:

1. The proposed substitution does not affect dimensions shown on Drawings and will not require a change in any of the Contract Documents.

2. The undersigned will pay for changes to the design, including engineering design, detailing, and construction costs caused by the requested substitution which is estimated to be $ .

3. The proposed substitution will have no adverse effect on other contractors, the construction schedule (specifically the date of substantial completion), or specified warranty requirements.

4. Maintenance and service parts will be locally available for the proposed substitution.

5. The incorporation or use of the substitute in connection with the work is not subject to payment of any license fee or royalty.

The undersigned further states that the function, appearance, and quality of the Proposed Substitution are equivalent or superior to the Specified Item.

Submitted by Contractor: Reviewed by Engineer:

SIGNATURE: □ ACCEPTED

FIRM: □ ACCEPTED AS NOTED

□ NOT ACCEPTED

DATE: □ RECEIVED TOO LATE

TELEPHONE: BY:

TITLE:

DATE:

ATTACHMENTS: REMARKS:
287
69 APPENDIX D

Labor Code Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 288
70 Labor Code Section 1771
Requirement of prevailing local rate for work under contract

Except for public works projects of one thousand dollars ($1,000) or less, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the public work is performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in this chapter, shall be paid to all workers employed on public works.

This section is applicable only to work performed under contract, and is not applicable to work carried out by a public agency with its own forces. This section is applicable to contracts let for maintenance work.

Labor Code Section 1775
Forfeiture for paying less than prevailing wage rates; Amount of penalty; Payments to workers; Liability of prime contractor; Notification of complaint

(a)

(1) The contractor and any subcontractor under the contractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevaili ng wage rates as determined by the director for the work or craft in which the worker is employed for any public work done under the contract by the contractor or, except as provided in subdivision (b), by any subcontractor under the contractor.

(2)

(A) The amount of the penalty shall be determined by the Labor Commissioner based on consideration of both of the following:

(i) Whether the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor.

(ii) Whether the contractor or subcontractor has a prior record of failing to meet its prevailing wage obligations.

(B)

(i) The penalty may not be less than ten dollars ($10) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, unless the failure of the contractor or subcontractor to pay the correct rate of per diem wages was a good faith mistake and, if so, the error was promptly and voluntarily corrected when brought to the attention of the contractor or subcontractor.

(ii) The penalty may not be less than twenty dollars ($20) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the contractor or subcontractor has been assessed penalties within the previous three years for failing to meet its prevailing wage obligations on a separate contract, unless those penalties were subsequently withdrawn or overturned.

(iii) The penalty may not be less than thirty dollars ($30) for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate, if the Labor Commissioner determines that the violation was willful, as defined in subdivision (c) of Section 1777.1.

(C) When the amount due under this section is collected from the contractor or subcontractor, any outstanding wage claim under Chapter 1 (commencing with Section 1720) of Part 7 of Division 2 against that contractor or subcontractor shall be satisfied before applying that amount to the penalty imposed on that contractor or subcontractor pursuant to this section. 289
71 (D) The determination of the Labor Commissioner as to the amount of the penalty shall be reviewable only for abuse of discretion.

(E) The difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the contractor or subcontractor, and the body awarding the contract shall cause to be inserted in the contract a stipulation that this section will be complied with.

(b) If a worker employed by a subcontractor on a public works project is not paid the general prevailing rate of per diem wages by the subcontractor, the prime contractor of the project is not liable for any penalties under subdivision (a) unless the prime contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime contractor fails to comply with all of the following requirements:

(1) The contract executed between the contractor and the subcontractor for the performance of work on the public works project shall include a copy of the provisions of Sections 1771, 1775, 1776, 1777.5, 1813, and 1815.

(2) The contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor.

(3) Upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages, the contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project.

(4) Prior to making final payment to the subcontractor for work performed on the public works project, the contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to his or her employees on the public works project and any amounts due pursuant to Section 1813.

(c) The Division of Labor Standards Enforcement shall notify the contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages

Labor Code Section 1777.5
Employment of apprentices on public works

(a) Nothing in this chapter shall prevent the employment of properly registered apprentices upon public works.

(b) Every apprentice employed upon public works shall be paid the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered and shall be employed only at the work of the craft or trade to which he or she is registered.

(c) Only apprentices, as defined in Section 3077, who are in training under apprenticeship standards that have been approved by the Chief of the Division of Apprenticeship Standards and who are parties to written apprentice agreements under Chapter 4 (commencing with Section 3070) of Division 3 are eligible to be employed at the apprentice wage rate on public works. The employment and training of each apprentice shall be in accordance with either of the following:

(1) The apprenticeship standards and apprentice agreements under which he or she i s training.

(2) The rules and regulations of the California Apprenticeship Council. 290
72 (d) When the contractor to whom the contract is awarded by the state or any political subdivision, in performing any of the work under the contract, employs workers in any apprenticeable craft or trade, the contractor shall employ apprentices in at least the ratio set forth in this section and may apply to any apprenticeship program in the craft or trade that can provide apprentices to the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. However, the decision of the apprenticeship program to approve or deny a certificate shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or programs, upon approving the contractor, shall arrange for the dispatch of apprentices to the contractor. A contractor covered by an apprenticeship program's standards shall not be required to submit any additional application in order to include additional public works contracts under that program. "Apprenticeable craft or trade," as used in this section, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. As used in this section, "contractor" includes any subcontractor under a contractor who performs any public works not excluded by subdivision (o).

(e) Prior to commencing work on a contract for public works, every contractor shall submit contract award information to an applicable apprenticeship program that can supply apprentices to the site of the public work. The information submitted shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices proposed to be employed, and the approximate dates the apprentices would be employed. A copy of this information shall also be submitted to the awarding body if requested by the awarding body. Within 60 days after concluding work on the contract, each contractor and subcontractor shall submit to the awarding body, if requested, and to the apprenticeship program a verified statement of the journeyman and apprentice hours performed on the contract. The information under this subdivision shall be public. The apprenticeship programs shall retain this information for 12 months.

(f) The apprenticeship program that can supply apprentices to the area of the site of the public work shall ensure equal employment and affirmative action in apprenticeship for women and minorities.

(g) The ratio of work performed by apprentices to journeymen employed in a particular craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship standards under which the apprenticeship program operates where the contractor agrees to be bound by those standards, but, except as otherwise provided in this section, in no case shall the ratio be less than one hour of apprentice work for every five hours of journeyman work.

(h) This ratio of apprentice work to journeyman work shall apply during any day or portion of a day when any journeyman is employed at the jobsite and shall be computed on the basis of the hours worked during the day by journeymen so employed. Any work performed by a journeyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the ratio. The contractor shall employ apprentices for the number of hours computed as above before the end of the contract or, in the case of a subcontractor, before the end of the subcontract. However, the contractor shall endeavor, to the greatest extent possible, to employ apprentices during the same time period that the journeymen in the same craft or trade are employed at the jobsite. Where an hourly apprenticeship ratio is not feasible for a particular craft or trade, the Chief of the Division of Apprenticeship Standards, upon application of an apprenticeship program, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification.

(i) A contractor covered by this section that has agreed to be covered by an apprenticeship program's standards upon the issuance of the approval certificate, or that has been previo usly approved for an apprenticeship program in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards, but in no event less than the 1-to-5 ratio required by subdivision (g).

(j) Upon proper showing by a contractor that he or she employs apprentices in a particular craft or trade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen, the Chief of the Division of Apprenticeship 291
73 Standards may grant a certificate exempting the contractor from the 1-to-5 hourly ratio, as set forth in this section for that craft or trade.

(k) An apprenticeship program has the discretion to grant to a participating contractor or contractor association a certificate, which shall be subject to the approval of the Administrator of Apprenticeship, exempting the contractor from the 1-to-5 ratio set forth in this section when it finds that any one of the following conditions is met:

(1) Unemployment for the previous three-month period in the area exceeds an average of 15 percent.

(2) The number of apprentices in training in the area exceeds a ratio of 1 to 5.

(3) There is a showing that the apprenticeable craft or trade is replacing at least one -thirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis.

(4) Assignment of an apprentice to any work performed un der a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large, or the specific task to which the apprentice is to be assigned is of a nature that training cannot be provided by a journeyman.

(l) When an exemption is granted pursuant to subdivision (k) to an organization that represents contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member contractors shall not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards.

(m)

(1) A contractor to whom a contract is awarded, who, in performing any of the work under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall contribute to the California Apprenticeship Council the same amount that the director determines is the prevailing amount of apprenticeship training contributions in the area of the public works site. A contractor may take as a credit for payments to the council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project. The contractor may add the amount of the contributions in computing his or her bid for the contract.

(2) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the California Apprenticeship Council shall distribute training contributions received by the council under this subdivision, less the expenses of the Division of Apprenticeship Standards for administering this subdivision, by making grants to approved apprenticeship programs for the purpose of training apprentices. The funds shall be distributed as follows:

(A) If there is an approved multiemployer apprenticeship program serving the same craft or trade and geographic area for which the training contributions were made to the council, a grant to that program shall be made.

(B) If there are two or more approved multiemployer apprenticeship programs serving the same craft or trade and geographic area for which the training contributions were made to the council, the grant shall be divided among those programs based on the number of apprentices registered in each program.

(C) All training contributions not distributed under subparagraphs (A) and (B) shall be used to defray the future expenses of the Division of Apprenticeship Standards.

(3) All training contributions received pursuant to this subdivision shall be deposited in the Apprenticeship Training Contribution Fund, which is hereby created in the State Treasury. Notwithstanding Section 13340 of the Government Code, all money in the Apprenticeship Training Contribution Fund is hereby continuously appropriated for the purpose of carrying out this subdivision and to pay the exp enses of the Division of Apprenticeship Standards.
292
74 (n) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section. The stipulations shall fix the responsibility of compliance with this section for all apprenticeable occupations with the prime contractor.

(o) This section does not apply to contracts of general contractors or to contracts of specialty contractors not bidding for work through a general or prime contractor when the contracts of general contractors or those specialty contractors involve less than thirty thousand dollars ($30,000).

(p) All decisions of an apprenticeship program under this section are subject to Section 3081.

Labor Code Section 1776

Payroll record of wages paid; Inspection; Forms; Effect of noncompliance; Penalties

(a) Each contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

(1) The information contained in the payroll record is true and correct.

(2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public works project.

(b) The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the contractor on the following basis:

(1) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request.

(2) A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations.

(3) A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the contract, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the contractor, subcontractors, and the entity through which the request was made. The public may not be given access to the records at the principal office of the contractor.

(c) The certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division. The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division and the printouts are verified in the manner specified in subdivision (a).

(d) A contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request.

(e) Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure of an individual's 293
75 name, address, and social security number. The name and address of the contractor awarded the contract or the subcontractor performing the contract shall not be marked or oblitera ted. Any copy of records made available for inspection by, or furnished to, a joint labor-management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent disclosure of an individual's name and social security number. A joint labor management committee may maintain an action in a court of competent jurisdiction against an employer who fails to comply with Section 1774. The court may award restitution to an employee for unpaid wages and may award the joint labor management committee reasonable attorney's fees and costs incurred in maintaining the action. An action under this subdivision may not be based on the employer's misclassification of the craft of a worker on its certified payroll records. Nothing in this subdivision limits any other available remedies for a violation of this chapter.

(f) The contractor shall inform the body awarding the contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address.

(g) The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (a). In the event that the contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.

(h) The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section.

(i) The director shall adopt rules consistent with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division 3 of the Civil Code) governing the release of these records, including the establishment of reasonable fees to be charged for reproducing copies of records required by this section.

Labor Code Section 1813
Penalty when workman required to work excess hours; Stipulation in contract; Cognizance and report of violations

The contractor or subcontractor shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be inserted in the contract a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract, and shall report them to the Division of Labor Standards Enforcement.

Labor Code Section 1815
Work performed in excess of specified hour limitations; Compensation

Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code, and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.
294
76 APPENDIX “E”

Engineering Plans (Contract Drawings)

295
77 APPENDIX “F”

Materials Specifications

296
78 APPENDIX “G”

Structural Plans

297
79 APPENDIX “H”

Calculations

298
80 APPENDIX “I”

Hazardous Materials Report 1

299
81 APPENDIX “J”

Hazardous Materials Report 2

300
RESOLUTION NO.__________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD APPROVING

THE PLANS AND SPECIFICATIONS AND AUTHORIZING STAFF TO RELEASE A NOTICE INVITING BIDS FOR CAPITAL IMPROVEMENT PROJECT 4011.67.928

WATER DIVISION OFFICE IMPROVEMENT PROJECT
WHEREAS, The City of Lynwood Public Works Yard has multiple divisions within the Department of Public Works housed in the facility located at 11750 Alameda Street in Lynwood; and
WHEREAS, the current layout and design of the building is not conducive to productivity and interaction between divisions and the public; and WHEREAS, redesign of the City of Lynwood Water Division Offices within the Public Works Administrative Building began in January 2021 with the concept to relocate the customer service area to better facilitate interactions between public works staff and the public; and
WHEREAS, the design and engineering calculations are complete; and WHEREAS, the water division office improvements incorporate the relocation of the customer service area from the water division side and also includes the creation of cohesive administrative spaces that will provide more adequate use of the underutilized current layout which will increase productivity and interaction between departments; and WHEREAS, staff recommends that the City Council authorize the issuance of a Notice Inviting Bids to obtain bids from qualified contractors to complete the Water Division Office Improvement Project.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct, and incorporates them herein as findings and as a substantive part of this Resolution.

Section 2. That the City Council approve both the plans and specifications for the Water Division Office Improvement Project.

Section 3. That the City Council authorizes staff to release a Notice Inviting Bids (NIB) for the Water Division Office Improvement Project..

Section 4. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.
301
2 Section 5. This Resolution shall take effect immediately upon its adoption.

Section 6. The City Clerk shall certify as to the adoption of this City Council Resolution.

PASSED, APPROVED and ADOPTED this 21st day of November 2023. ______________________________
Oscar Flores
Mayor
ATTEST:
___________________________
María Quiñónez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________ ______________________________ Noel Tapia Ernie Hernandez
City Attorney City Manager
Julian Lee
Director of Public Works
302
3 STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 21st day of November 2023, and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________
Maria Quiñónez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. ____________ on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 21st day of November 2023.
________________________
Maria Quiñónez, City Clerk
303

AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Julian Lee, Director of Public Works
SUBJECT:

PROJECT ACCEPTANCE FOR THE LOS ANGELES COUNTY FIRE
DEPARTMENT FIRE STATION 148 CEILING IMPROVEMENT PROJECT (4011.68.119)
Agenda Item # 10.7.

Recommendation:

Staff recommends that the City Council adopt the attached resolution entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ACCEPTING THE LOS ANGELES COUNTY FIRE DEPARTMENT FIRE STATION 148 CEILING IMPROVEMENTS PROJECT, FY 2022-2023 (CIP 4011.68.119) AS COMPLETE;

AUTHORIZING THE FILING OF THE NOTICE OF COMPLETION WITH THE LOS ANGELES COUNTY RECORDER’S OFFICE AND THE RELEASE OF THE 5% RETENTION 35 DAYS AFTER THE ACCEPTANCE.”
Background:

The Los Angeles County Fire Department requested assistance from the City of Lynwood for review of the existing conditions of the Fire Station 148. The City consulted with Infrastructure Engineers (IE) to review the existing conditions at Los Angeles County Fire Station 148. IE performed an analysis of the building’s condition and provided a detailed list of needed repairs and replacements. The recommended improvements for Fire Station 148 were ceiling repairs and improvements. Staff submitted an informal request for bids to three contractors for the Fire Station 148 improvements.

Discussion and Analysis:

The City awarded the contract to the lowest responsible bidder, Seniors and Juniors Inc. in the amount of $49,500. The Notice to Proceed was issued for construction to begin on December City Council City Council Regular Meeting 304
20, 2022.

Scope of Work:

The Fire Station 148 Ceiling Improvements Project (Project) consist of but is not limited to, disposing existing ceiling, reinstalling existing ceiling mounted light fixtures and conduits, and installing new ceiling and primer.

Approved Budget:

The original contract amount with Seniors and Juniors Inc. was $49,500. During the construction phase, staff made numerous adjustments in the field to accommodate the discrepancies in the working conditions of the project. There were two (2) change orders issued and executed in the amount of $18,322.63. The new contract amount including change orders was $67,822.63. In addition, Koosha Engineering provided the structural design for the ceiling improvements in the amount of $12,837.50. Staff’s project management cost and other related cost is $10,598.91.

Original Contract Amount
$49,500.00
Two (2) Change Orders
$18,322.63
Project Management and other
$10,598.91
Koosha Structural Design
$12,837.50

TOTAL COST OF PROJECT
$91,259.04

Construction was completed on February 21, 2023, and the Project is now ready for acceptance by the City Council. Once accepted, Staff can record the Notice of Completion at the County Recorder’s Office. Staff will then release retention 35 days after the project acceptance.

Fiscal Impact:

This CIP project (4011.68.119) had a FY23 Budget of $337,000.00. No additional appropriation was needed to complete the project.

City Council City Council Regular Meeting 305
FS 148 CHANGE ORDER LIST.pdf
11-21-2023 FS 148 Acceptance (Resolution) - PWD.doc
Coordinated With:

City Manager’s Office
Department of Finance and Administration Services
ATTACHMENTS:

Description
City Council City Council Regular Meeting 306
CONTRACT CHANGE ORDER Description Amount
CCO 01
Change 2 bottom cords of existing trusses and
installed 4 larger posts with customized post cap
and joist supporting beams. 16,472.28$
CCO 02
Reinstall existing conduits including additional
electrical box and wire 1,850.35$
ORIGINAL AMOUNT 49,500.00 $
CHANGE ORDER TOTAL 18,322.63 $
TOTAL NEW CONTRACT 67,822.63 $
FIRE STATION 148 CEILING IMPROVEMENT CHANGE ORDER LIST

ATTACHMENT A
307
1 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD ACCEPTING THE LOS ANGELES COUNTY FIRE DEPARTMENT FIRE STATION 148 CEILING IMPROVEMENTS PROJECT, FY 2022-2023 (CIP 4011.68.119) AS COMPLETE;

AUTHORIZING THE FILING OF THE NOTICE OF COMPLETION WITH THE LOS ANGELES COUNTY RECORDER’S OFFICE AND THE RELEASE OF THE 5% RETENTION 35 DAYS AFTER THE ACCEPTANCE.

WHEREAS, The Los Angeles County Fire Department requested the City of Lynwood to assist with reviewing the existing conditions at Fire Station 148; and WHEREAS, the Project consisted of but is not limited to, disposing existing ceiling, reinstalling existing ceiling mounted light fixtures and conduits, and installing new ceiling and primer; and
WHEREAS, a contract was awarded to Seniors and Juniors in the amount of $49,500; and
WHEREAS, the construction of the Project started on December 20, 2022; and WHEREAS, there were two (2) contract change orders executed in the amount of $18,322.63; and
WHEREAS, the final date of construction was February 21, 2023 and all work was completed in accordance with the project plans and specifications; and WHEREAS, the total construction cost including change orders, project management, construction management, inspection, and other cost is $91,259.04; and WHEREAS, the total construction budget was $337,000; and WHEREAS, no additional appropriation was needed.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS:

Section 1. The City Council for the City of Lynwood finds and declares that the forgoing recitals are true and correct and incorporates said recitals fully into this Resolution as substantive findings.

Section 2. That the City Council of the City of Lynwood accepts the Los Angeles County Fire Department Fire Station 148 Ceiling Improvements Project (CIP 4011.68.119) as complete in accordance with contract documents.

Section 3. The City Council authorizes the Director of Public Works or his 308
2 designee to process the recordation and filing of the Notice of Completion with the Los Angeles County Recorder’s Office.

Section 4. The City Council authorizes the release of the 5% retention 35 days after acceptance.

Section 5. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 6. This Resolution shall take effect immediately upon its adoption.

Section 7 . The City Clerk shall certify to the adoption of this resolution and hereafter the same shall be in full force and effect.
(Signatures on Next Page)
309
3 PASSED, APPROVED and ADOPTED this 21st day of November 2023.

Oscar Flores
Mayor
ATTEST:

Maria Quinonez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

Noel Tapia Ernie Hernandez
City Attorney City Manager
Julian Lee
Director of Public Works
310
4 STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 21 st day of November 2023 , and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:

Maria Quinonez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true, and correct copy of Resolution No. on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 21 st day of November 2023.

Maria Quinonez, City Clerk
311

AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Julian Lee, Director of Public Works
SUBJECT:

AWARD OF CONTRACT TO ALL AMERICAN ASPHALT FOR THE
CITYWIDE SLURRY SEAL (PHASE 4) PROJECT FY 2023-2024 CIP PROJECT NO. 4011.68.128
Agenda Item # 10.8.

Recommendation:

Staff recommends that the City Council adopt the attached resolution entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AWARDING A

CONTRACT TO ALL AMERICAN ASPHALT FOR THE CITYWIDE SLURRY SEAL (PHASE 4) PROJECT FY 2023-2024, CIP PROJECT NO. 4011.68.128; AUTHORIZING THE CITY

MANAGER TO APPROVE AGREEMENT AMENDMENTS RELATED TO THE PROJECT AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT.”
Background:

The City of Lynwood has implemented a citywide slurry seal program. Citywide Slurry Seal (Phase 4) Project is the final phase and will complete the citywide slurry seal program. Slurry seal projects are an important part of the City’s pavement management program to preserve the infrastructure. The treatment provides a new wearing surface for the road and protects it from sun and water damage. A slurry seal is a maintenance treatment that prolongs the life of asphalt at a fraction of the cost of full pavement (structural) repairs.

The work encompassed by the Project is more specifically defined in the Contract Documents, but in general consists of, but is not limited to, the following: citywide slurry seal, including pavement cold milling and overlay at the following locations:

City Council City Council Regular Meeting 312

Street Name
From
To
Arlington Avenue
Atlantic Avenue
Gibson Avenue
Carlin Avenue
Atlantic Avenue
Millrace Avenue
Carlin Avenue
Halo Drive
Olanda Street
Cortland Street
Atlantic Avenue
Duncan Avenue
Cortland Street
El Granada Avenue
Louise Avenue
Cortland Street
Lugo Park Avenue
Wright Road
Duncan Avenue
Sanborn Avenue
Martin Luther King
Jr. Boulevard
Duncan Avenue
Martin Luther King Jr.

Boulevard
Walnut Avenue
Duncan Avenue
Walnut Avenue
Cortland Street
Duncan Avenue
Josephine Street
Lavinia Avenue
Edgebrook Avenue
Rayborn Street
Olanda Street
Edgebrook Avenue
Olanda Street
Fertile Street
El Granada Avenue
Cortland Street
Fernwood Avenue
First Avenue
Josephine Street
Agnes Avenue
Josephine Street
Duncan Avenue
Wright Road
Lugo Park Avenue
Cortland Street
Fernwood Avenue
McMillan Street
Wright Road
E.O.P
Niland Street
Virginia Avenue
Duncan Avenue
Niland Street
Duncan Avenue
Wright Road
Pendleton Avenue
Atlantic Avenue
City Limit
Phillips Avenue
Lavinia Avenue
Clark Street
Pope Avenue
Sanborn Avenue
Martin Luther King
Jr. Boulevard
Pope Avenue
Walnut Avenue
Cortland Street
Pope Avenue
Cortland Street
Fernwood Avenue
Vieta Avenue
Cortland Street
Fernwood Avenue
Virginia Avenue
Los Flores Boulevard
Elmwood Avenue
Virginia Avenue
Beechwood Avenue
Sanborn Avenue
Virginia Avenue
Martin Luther King Jr.

Boulevard
Walnut Avenue
Virginia Avenue
Josephine Street
Lavinia Avenue
Virginia Avenue
Lavinia Avenue
Niland Street
Virginia Avenue
Niland Street
Alvada Street
Virginia Avenue
Alvada Street
Clark Street
Wright Road
Fernwood Avenue
Josephine Street
Wright Road
Josephine Street
Lavinia Avenue
City Council City Council Regular Meeting 313
Wright Road
Lavinia Avenue
Niland Street
Wright Road
Niland Street
Clark Street
Wright Road
Clark Street
Pelleur Street
Wright Road
Pelleur Street
Rayborn Street
Wright Road
Olanda Street
McMillan Street

The street segments of First Avenue from Josephine Street to Agnes Avenue and Virginia Avenue from Martin Luther King Jr. Boulevard to Walnut Avenue were initially planned under this Slurry Seal Phase 4; however, the sections were completed as part of the Slurry Seal Phase 3 construction project and will be removed from this Slurry Seal Phase 4 contract.

Discussion and Analysis:

In accordance with the Lynwood Municipal Code (LMC) Chapter 6, Subsection 6-3, on October 4, 2023, a Notice Inviting Bids (NIB) was advertised on the City’s web site (PlanetBids). The Bid opening took place in the PlanetBids Platform on Wednesday, November 1, 2023, at 10:00 am (PST). The following six (6) bids were received:

No.

Bidder
Bid Amount
1 All American Asphalt
$474,549.75
2 Roy Allan Slurry Seal, Inc.
$619,196.96
3 Pavement Coatings Co.
$621,891.50
4 American Asphalt South, Inc.
$646,180.12
5 Copp Contracting, Inc.
$659,812.63
6 VSS International, Inc.
$673,120.00

An analysis of all bidders was conducted, including a review of their bid schedule, license, references, and required documents. All American Asphalt is the apparent lowest responsible bidder with a low base bid of $474,549.75. The bidder’s previous performance reveals that the contractor has the necessary experience and the contractor’s license for this type of project.

It is estimated that this project will take approximately fifty (50) calendar days to complete the work set forth in the specifications. Upon authorization, staff will circulate the contract documents, set up a pre-construction meeting, and schedule work to commence.

City Council City Council Regular Meeting 314

Bid Items and Construction Budget:

The table below is the total proposed cost for the bid items provided by All American Asphalt.:

CITYWIDE SLURRY SEAL (PHASE 4) PROJECT FY 2023-2024

Bid Schedule
Quantity
Unit of Measure
Amount
Mobilization/ Demobilization (Not to
exceed 3% of total of all other prime
Contract Bid Items)
1 LS
$9,000.00
Traffic Control
1 LS
$44,000.00
Cold Mill Existing AC Pavement (2”
Deep)
10349
SF
$28,459.75
Construct 2” Thick AC (C2-PG 64-
10)
117
TON
$37,440.00
Place Slurry Seal Type II with 3%
Latex
730
ELT
$200,750.00
Install Crack Seal and Spray Weed
Killer
1 LS
$60,000.00
Adjust Existing Storm
Drain/Sewer/Utility Manhole Frames
and Covers to Finished Grade
8 EA
$7,200.00
Adjust Water Valve Can and Cover
to Finished Grade
10 EA
$7,500.00
Traffic Striping, Marking, and
legends
1 LS
$75,000.00
Furnish and Install Public
Improvement Project Sign
4 EA
$5,200.00
Total Proposed Cost
$474,549.75

The tables below are the
approved budget funding and estimated construction budget information:

Current Budget
General Fund
$340,000.00
Gas Tax
$74,000.00
City Council City Council Regular Meeting 315
11-21-2023 Slurry Seal Phase 4 Award (Resolution) - PWD.doc CITYWIDE SLURRY SEAL (PHASE 4) PROJECT FY 2023-2024 -

ALL AMERICAN
ASPHALT BID DOCUMENTS.pdf
Slurry Seal Phase 4 Construction Contract Agreement.pdf SB1
$102,500.00
Measure M
$114,000.00
Prop C
$375,000.00
Measure R
$90,000.00
FY 23-24 CIP BUDGET
$1,095,500.00

Estimated Construction Cost
Construction Bid
$474,549.75
10% Contingency
$48,000.00
Construction Management/Inspection Services (Transtech
Engineers)
$49,730.00
Project Management (10%)
$48,000.00
Labor Compliance Services (Avant Garde Inc.) & other cost $29,720.25

TOTAL ESTIMATED PROJECT COST
$
650,000.00

Currently $1,095,500.00 is available to fund this project which is more than the estimated project cost of $650,000.

Fiscal Impact:

The Project’s FY 23-24 Budget of $1,345,500.00 in the General Fund Gas Tax, SB1, Measure M, Prop C, and Measure R funds for the Citywide Slurry Seal Phase 4 project, is more than the estimated project cost of $650,000. No additional appropriation is needed.

Coordinated With:

City Manager’s Office
Department of Finance and Administration Services
ATTACHMENTS:

Description
City Council City Council Regular Meeting 316
1 RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD

AWARDING A CONTRACT TO ALL AMERICAN ASPHALT FOR THE
CITYWIDE SLURRY SEAL (PHASE 4) PROJECT, FY 2023-2024, CIP PROJECT NO. 4011.68.128; AUTHORIZING THE CITY MANAGER TO

APPROVE AGREEMENT AMENDMENTS RELATED TO THE PROJECT
AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT.

WHEREAS, the City of Lynwood has implemented a citywide slurry seal program; and
WHEREAS, Citywide Slurry Seal (Phase 4) is the final phase and will complete the program; and
WHEREAS, work on the Project is more specifically defined in the Contract Documents, but in general consists of, but is not limited to, the following work: citywide slurry seal, including pavement cold milling and overlay at locations citywide; and WHEREAS, On October 4, 2023, the Notice Inviting Bids (NIB) was advertised on the City’s website (PlanetBids), the bid opening took place on the PlanetBids Platform on Wednesday, November 1, 2023, at 10:00 am (PST), and six (6) bids were received; and
WHEREAS, an analysis of all bidders was conducted, including a review of their bid schedule, license, references, and required documents. All American Asphalt was the apparent lowest responsible bidder with a low base bid of $474,549.75; and WHEREAS, the estimated project cost is $650,000.00; and WHEREAS, the current FY 23-24 project budget has a total of $1,095,500.00 in General Fund, Gas Tax, SB1, Measure M, Prop C, and Measure R funds; and WHEREAS, no additional appropriation is needed.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER, AND RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct and incorporates them herein as findings and as substantive part of this Resolution.

Section 2. The City Council of the City of Lynwood authorizes the Mayor to execute the agreement between the City of Lynwood and All American Asphalt in a form approved by the City Attorney in the amount of $474,549.75. 317
1 Section 3. The City Council of the City of Lynwood authorizes the City Manager under LMC 6-3.15(d) to exceed the specific dollar amounts or percentage limitations under LMC 6-3.15(a) and authorizes the City Manager to approve consultant, vendor agreements, modifications, change orders, or agreement amendments related to the Project up to the available Project Budget.

Section 4. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 5. This Resolution shall take effect immediately upon its adoption.

Section 6. The City Clerk shall certify as to the adoption of this Resolution and hereafter the same shall be in full force and effect.
(Signatures on Next Page)
318
3 PASSED, APPROVED and ADOPTED this 21st day of November 2023.

Oscar Flores
Mayor
ATTEST:

Maria Quinonez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

Noel Tapia Julian Lee
City Attorney Director of Public Works
Ernie Hernandez
City Manager
319
4 STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 21 st day of November 2023 , and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:

Maria Quinonez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true, and correct copy of Resolution No. on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 21 st day of November 2023.

Maria Quinonez, City Clerk
320
321
N/A
322
323
9,000.00
44,000.00

2.75 28,459.75
320.00
37,440.00
275.00
200,750.00
60,000.00
60,000.00
900.00
7,200.00
750.00
75,000.00
75,000.00
1,300.00
5,200.00
474,549.75
44,000.00
9,000.00
7,500.00
474,549.75

FOUR HUNDRED SEVENTY-FOUR THOUSAND FIVE HUNDRED FORTY-NINE DOLLARS

AND SEVENTY-FIVE CENTS
324

8.75%

15.21%

CRACK SEAL
1051374

PAVEMENT REHAB COMPANY
2890 E LA CRESTA AVE.

ANAHIEM, CA 92806

SUPERIOR PAVEMENT MARKINGS
5312 CYPRESS ST.

CYPRESS, CA 90630

SIGNING AND STRIPING
776306
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340

CITY OF LYNWOOD CONSTRUCTION AGREEMENT

FOR CONSTRUCTION OF PROJECT NO. 4011.68.128 ENTITLED
“SLURRY SEAL PHASE 4 PROJECT (CIP PROJECT NO. 4011.68.128)”

This agreement (the “Agreement”) is made and entered into on this _21st day of November, 2023_ by and between the City of Lynwood, a California Municipal Corporation ("City") and ALL AMERICAN ASPHALT, a General Contractor ("Contractor"). City and Contractor are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

R E C I T A LS

City and Contractor, based upon the mutual promises contained herein, do hereby agree as follows:

I. CONTRACT DOCUMENTS

This Agreement consists of the following Contract Documents, the terms and conditions of which are expressly incorporated as component parts of this Agreement as if herein set out in full or attached hereto:

A. Notice Inviting Bids Dated _October 4th, 2023
B. Instructions to Bidders.

C. Addenda.

D. Contractor’s Proposal and Workers’ Compensation Certificate dated November 1st, 2023, and all other Documents attached thereto, including but not limited to:

1. Bid Schedule(s)

2. List of Subcontractors

3. Anti-Trust Claim

4. Non-Collusion Affidavit

5. Bidder’s General Information

6. Bid Bond (Bid Security Form)

7. Bidder’s Insurance Statement
E. Payment Bond.

F. Performance Bond.

G. Certificates/Proof of Insurance and Endorsements.

H. Certified Copy of the Lynwood City Council Resolution, not required.

I. Notice of Award dated November 21st, 2023.

J. Notice to Proceed dated ______TBD________.

K The Plans (Contract Drawings).

L. Special Provisions
M. Standard Specifications for Public Works Construction, “Greenbook” latest Edition.

N. Appendices A through E of the Contract Documents.

O. Reference Specifications.

P Approved and Fully-Executed Change Orders.
341
Q. The Director of the Department of Industrial Relations’ Determination of Prevailing Wage Rates for Public Works for each craft or type of worker required to perform the Work under this Agreement.

342

II. CONTRACT PRICE

The City agrees to pay, and the Contractor agrees to accept as full payment for the Work outlined in the Contract Documents, the Contract Price of FOUR HUNDRED SEVENTY-

FOUR THOUSAND FIVE HUNDRED FORTY-NINE DOLLARS AND SEVENTY-FIVE CENTS ($474,549.75) subject to additions and deductions, if any, made in accordance with said Contract Documents. Progress payments shall not be made more often than once each thirty (30) days, nor shall progress payments paid be in excess of ninety percent (95%) of the Contract Price at time of completion. Final payment to Contractor will be processed thirty-five (35) days after the City has recorded the Notice of Completion.

Contractor may, upon Contractor's written request, and approved by the City Council, at Contractor's expense, deposit substitute securities, as stated in Government Code Section 16430, and as authorized by Public Contract Code, Section 22300, in lieu of retention monies withheld to insure performance.

Payment of undisputed amounts due under this Agreement, including the final payment due hereunder, is contingent upon the Contractor furnishing to the City an unconditional release by the Contractor of all claims against the City arising by virtue of this Agreement related to those amounts. Disputed claims in stated amounts may be specifically excluded by Contractor from the operation of any release. No payment, final or otherwise, shall operate to release the Contractor or its sureties from obligations arising under this Agreement or the bonds and warranties furnished hereunder. No payment shall be construed as an acceptance of any of the Work or of defective or improper materials.

III. BONDS

Within ten (10) calendar days of receiving the Notice of Award and prior to Contractor’s commencement of the Work, Contractor shall furnish to City, using the forms set forth in the Bid Documents, a Labor and Materials Payment Bond in an amount equal to one hundred percent (100%) of the Contract Price, and a Performance Bond in an amount equal to one hundred percent (100%) of the Contract Price, said bonds to be in conformance with the Contract Documents, including but not limited to, the General Specifications and Subsection 2.2.2 of the Special Provisions.

343
IV. INDEMNITY

Contractor shall defend (with counsel of City’s choosing), indemnify and hold the City, its respective elected and appointed boards, officials, officers, agents, employees, representatives and volunteers (individually and collectively referred to hereinafter as “Indemnitees”) free and harmless from any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, regardless of whether the allegations are false, fraudulent, or groundless, to property or persons, including wrongful death, to the extent arising out of or incident to any acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Agreement, including claims made by subcontractors for nonpayment, including without limitation the payment of all consequential damages and attorney fees and other related costs and expenses. Contractor shall defend, at Contractor’s own cost, expense and risk, with counsel of City’s choosing, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against Indemnitees. To the extent of its liability, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such suit, action or other legal proceeding.

Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. The only limitations on this provision shall be those imposed by California Civil Code Section 2782.

This obligation to indemnify and defend Indemnitees as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to City.

V. INSURANCE

Without limiting Contractor’s indemnification of Indemnitees as set forth in Section IV of this Agreement, Contractor shall obtain, provide and maintain, at its own expense, the types and amounts of insurance described in Subsection 2.7.2 of the Special Provisions of the Contract Documents. Such insurance shall be in force prior to Contractor commencing any Work under this Agreement and shall remain in force for the duration of this Agreement and for any other such period as may be required herein. Contractor shall provide proof of the required insurance coverage and the endorsements specified in Subsection 2.7.2 of the Special Provisions within ten (10) calendar days of receipt of the Notice of Award.

VI. INELIGIBLE SUBCONTRACTORS

In accordance with the provisions of Section 6109 of the California Public Contract Code, Contractor agrees that it shall not perform any work under this Agreement with a subcontractor who is ineligible to perform work on a public works contract pursuant to Sections 1777.1 and 1777.7 of the California Labor Code. Contractor further acknowledges that any contract on a public works project entered into between a contractor and debarred subcontractor is void as a matter of law, and a debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works 344
contract. Any public money that is paid or may have been paid to a debarred subcontractor by a Contractor for work performed on this Project shall be returned to the City. The Contractor shall be responsible for the payment of wages to workers of a debarred subcontractor who have been allowed to work on the Project.

VII. COMMENCEMENT OF WORK AND LIQUIDATED DAMAGES

The Contractor shall commence the Work required by this Agreement within ten (10) calendar days of the date specified in the Notice to Proceed from the City, and shall complete all Work as specified in the Contract Documents within FIFTY (50) CALENDAR DAYS from the date in said Notice.

City and Contractor have discussed the provisions of Government Code Section 53069.85 and the damages that may be incurred by City if the Work is not completed within the time specified in this Agreement. The City and Contractor hereby represent that at the time of signing this Agreement, it is impracticable and extremely difficult to fix the actual damage which will be incurred by City if the Work is not completed within the number of working days allowed. Accordingly, City and Contractor agree that the sum of $500.00 per calendar day is a reasonable sum to assess as Liquidated Damages to City by reason of the failure of Contractor to complete the Work within the time specified.

VIII. CERTIFICATION UNDER LABOR CODE SECTION 1861

By signing this Agreement, Contractor makes the following certification required by Section 1861 of the California Labor Code:

“I am aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of any Work under this Agreement.”

IX. APPRENTICES
The Contractor acknowledges that, in accordance with Section 1777.5 of the State Labor Code, he/she will be held responsible for compliance with the provisions of this Section for all apprenticeable occupations.

X. SUBSTITUTION OF SUBCONTRACTORS

The Contractor hereby agrees to reimburse the City for costs incurred by the City in the substitution of subcontractors. Where a hearing is held pursuant to the provisions of Section 4100 et seq. of the Public Contract Code by the City or a duly appointed hearing officer, the Clerk of the City of Lynwood shall prepare and certify a statement of all costs incurred by the City for investigation and conduct of the hearing, including the costs of any hearing officer and shorthand reporter appointed.

The statement shall then be sent to the Contractor, who shall reimburse the City for such costs. If not paid separately, such reimbursement may be deducted from any money due and owing to the Contractor prior to the City’s acceptance of the Project. 345

XI. LICENSES

Contractor acknowledges and agrees that Contractor must have all appropriate contractor's licenses. Contractor further warrants and represents that he/she/they has/have the appropriate contractor's license to pursue the work hereunder. Contractor's failure to have or maintain all appropriate licenses during the entire term of this Agreement shall be cause for the immediate and summary termination of this Agreement by City. Contractor shall be liable for all City's costs incurred to complete the Work under this Agreement in the event of such termination.

XII. EMPLOYMENT DISCRIMINATION PROHIBITED

Pursuant to California Labor Code Section 1735 and other applicable provisions of law, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, political affiliation or sexual orientation in the performance of Work under this Agreement. The Contractor will take affirmative action to insure that employees are treated during employment or training without regard to their of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, political affiliation or sexual orientation.

XIII. PREVAILING WAGES

The Contractor is aware of the requirements of Labor Code Sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, Title 8, Section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since the work covered by this Agreement involves an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws as set forth in the foregoing statutes and in the Special Provisions of the Contract Documents.

XIV. AUTHORITY TO EXECUTE

The person or persons executing this Agreement on behalf of Contractor warrants and represents he/she/they has/have the authority to execute this Agreement on behalf of his/her/their corporation, partnership, or business entity and warrants and represents that he/she/they has/have the authority to bind Contractor to the performance of its obligations hereunder.

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XV. ASSIGNMENT; GOVERNING LAW

This Agreement may not be assigned by Contractor, in whole or in part, without the prior written consent of the City. This Agreement and any dispute arising hereunder shall be governed by the law of the state of California.

XVI. NOTICES

Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Contractor’s regular business hours or by facsimile before or during Contractor’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth below, or to such other addresses as the Parties may, from time to time, designate in writing pursuant to the provisions of this Section.

City Contractor
City of Lynwood _______________________________
Attn: City Engineer Attn: ___________________________ 11750 Alameda Street _______________________________
Lynwood, CA 90262 _______________________________
Fax No. (310) 635-0493 Fax No.________________________

XVII. ATTORNEYS FEES

Should either Party bring any action to protect or enforce its rights under this Agreement or the Contract Documents, the prevailing party in such action shall be entitled to recover, in addition to all other relief, its reasonable attorney’s fees and costs.

XVIII. WARRANTY

All Work shall be warranted by Contractor against defective workmanship and materials for a period of one (1) year form the date the Work is accepted as complete by the Lynwood City Council. The contractor shall replace or repair any such defective work in a manner satisfactory to Engineer, following notice from Engineer specifying the work to be done and the time in which replacement or repair shall be completed. If Contractor fails to make such replacement or repair within the time specified in the notice, the City may perform the needed repairs and Contractor’s sureties shall be liable for the cost thereof.

XIX. ENTIRE AGREEMENT, WAIVER AND MODIFICATION

This Agreement contains the completely final, entire, and exclusive agreement between the Parties with respect to the subject matter hereof, and no waiver, alteration, or modification of any of the provisions hereof or rights to act hereunder shall be binding unless made in writing signed by both Parties. Any attempted modification, amendment, or alteration in violation hereof shall be void.

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IN WITNESS WHEREOF, each of the Parties hereto has caused the Agreement to be executed in its name on its behalf by a duly authorized officer as of this day and year first above written.

CITY OF LYNWOOD CONTRACTOR

____________________________

LEGAL NAME OF FIRM

By: _____________________________ By:__________________________ Oscar Flores Signature of Chairman of Board, Mayor President, or Vice President

Attest:
_____________________________
(Typed/Printed Name)

By: ____________________________ _____________________________ Maria Quiñónez (Title)
City Clerk
By:___________________________
Signature of Secretary, Assistant
Approved as to Form: Secretary, CFO, or Assistant Treasurer

By: ____________________________ ______________________________ Noel Tapia (Typed/Printed Name)
City Attorney
______________________________
(Title)

[NOTARY REQUIRED FOR SIGNATURE(S) OF CONTRACTOR]

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1.4.2 CONTRACT PERFORMANCE BOND
(CALIFORNIA PUBLIC WORKS)

KNOW ALL MEN BY THESE PRESENTS:

THAT WHEREAS, the City of Lynwood (referred to hereinafter as "City") has entered into an Agreement dated November 21st, 2023 (referred to hereinafter as the “Agreement”) with All American Asphalt (hereinafter designated as “Contractor” or "Principal"), for construction of, CITYWIDE SLURRY SEAL PHASE 4 PROJECT (CIP PROJECT NO. 4011.68.128) (hereafter referred to as the “Project”).

WHEREAS, the Work to be performed by the Contractor is more particularly set forth in the Agreement for the Project, the terms and conditions of which, including those set forth in the Contract Documents incorporated as component parts the of Agreement, are expressly incorporated herein by this reference; and

WHEREAS, the Contractor is required by the Agreement to perform the terms thereof and to provide a bond both for the performance and guaranty thereof.

NOW, THEREFORE, we, , the undersigned Contractor, as Principal, and , a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto City in the penal sum of FOUR HUNDRED SEVENTY-FOUR THOUSAND FIVE HUNDRED FORTY-NINE DOLLARS AND SEVENTY-FIVE CENTS ($474,549.75) lawful money of the United States, said sum being not less than 100 percent of the total amount payable by the City under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the bounden Principal, his/her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the undertakings, terms, covenants, conditions and agreements set forth in the Agreement and any alteration thereof made as therein provided, on his/her or its part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill the one-year guarantee of all materials and workmanship; and indemnify and save harmless the City, its officers, officials, employees, authorized agents and volunteers, as stipulated in the Agreement, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. In the event suit is brought on this bond, said Surety will pay to City a reasonable attorney's fee to be fixed by the Court. 349

As a condition precedent to the satisfactory completion of the Agreement, unless otherwise provided for in the Agreement, the above obligation shall hold good for a period of one (1) year after the acceptance of the Work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship.

The obligations of Surety hereunder shall continue so long as any obligation of Contractor remains. Nothing herein shall limit the City’s rights or the Contractor or Surety’s obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15.

Whenever Contractor shall be, and is declared by the City to be, in default under the Agreement, the Surety shall remedy the default pursuant to the Agreement, or shall promptly, at the City’s option:

(1) Take over and complete the Project in accordance with all terms and conditions in the Agreement; or

(2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as Work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Agreement and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents.

(3) Permit the City to complete the Project in any manner consistent with California law and make available as Work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term “balance of the contract price” as used in this paragraph shall mean the total amount payable to Contractor by the City under the Agreement and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor.

The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement, or to the Project or to the Work to be performed thereunder, or the Specifications accompanying the same, shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement, or to the Project, or to the Work or to the Specifications. Said Surety also hereby waives the provisions of sections 2819 and 2845 of the California Civil Code.
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No final settlement between the City and the Contractor shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

IN WITNESS WHEREOF, the above-bounden parties have executed this instrument this _____ day of _______________, ________, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

PRINCIPAL:
(seal)
_______________________________

By ____________________________

SURETY:
(seal)
_______________________________

By ____________________________
Attorney-in-Fact

The rate of premium on this bond is ____ per thousand. The total amount of premium charged, $_______________. (These blanks must be filled in by corporate surety.)

IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:

(Name and Address of Surety) (Name and Address of Agent/Representative in California if different)
__________________________________ ___________________________________________________ _________________________________ ___________________________________________________ (Telephone Number of Surety/Agent ___________________________________________________ Or Representative in California
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STATE OF CALIFORNIA )
) ss.

COUNTY OF _______________ )

On this _____ day of _______________, in the year _____, before me, __________________________, a Notary Public in and for said state, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney-in-Fact of the (Surety) and acknowledged to me that he/she subscribed the name of the
(Surety) thereto and his/her own name as Attorney-in-Fact.

_____________________________________
Signature of Notary Public in and for said State

(SEAL)

My commission expires on: _____________

NOTE: A copy of the power of attorney to local representatives of the bonding company must be attached hereto.

CERTIFICATE AS TO CORPORATE PRINCIPAL

I, _______________________________________, certify that I am the ________________________________ Secretary of the corporation named as Principal to the within bond; that _________________ _________________________ who signed the said bond on behalf of the principal was then ___________________________ of said corporation; that I know his/her signature, and his/her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing board.

_______________________________
Signature of Corporate Principal

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1.4.3 CONTRACT PAYMENT BOND
(CALIFORNIA PUBLIC WORKS)

KNOW ALL MEN BY THESE PRESENTS:

THAT WHEREAS, the City of Lynwood, (referred to hereinafter as "City") has entered into an agreement dated November 21st, 2023 (referred to hereinafter as the “Agreement”) with ALL AMERICAN ASPHALT (hereinafter designated as the "Contractor" or “Principal”), for SLURRY SEAL PHASE 4 PROJECT (CIP PROJECT NO. 4011.68.128).

WHEREAS, Contractor is required to furnish a bond in connection with the Agreement, and pursuant to Section 3247 of the California Civil Code.

NOW, THEREFORE, we, , the undersigned Contractor, as Principal, and , a corporation organized and existing under the laws of the State of , and duly authorized to transact business under the laws of the State of California, as Surety, are held and firmly bound unto City and to any and all persons, companies or corporations entitled to file stop notices under Section 3181 of the California Civil Code, in the penal sum of

FOUR HUNDRED SEVENTY-FOUR THOUSAND FIVE HUNDRED FORTY-NINE DOLLARS AND SEVENTY-FIVE CENTS ($474,549.75), lawful money of the United States, said sum being not less than 100 percent of the total amount payable by City under the terms of the Agreement, for which payment well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH, that, if said Contractor, his/her or its heirs, executors, administrators, successors or assigns, or subcontractors, shall fail to pay for any materials, provisions, provender or other supplies, items, implements or machinery used in, upon, for or about the performance of the Work required by the Agreement; or fails to pay (1) any of the persons named in Civil Code Section 3181, (2) amounts due under the Unemployment Insurance Code with respect to work or labor performed under the Agreement, or (3) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to the work and labor provided pursuant to the Agreement, said Surety will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In the event suit is brought upon this bond, said Surety will pay to City a reasonable attorney's fee to be fixed by the Court. In addition to the provisions hereinabove, it is agreed that this bond will inure to the benefit of any and all persons, companies and corporations entitled to serve stop notices under Section 3181 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond.

The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Agreement or to the Work to be performed thereunder or the Specifications accompanying the same; shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Agreement or to the Work or 353

to the Specifications. Said Surety also hereby waives the provisions of sections 2819 and 2845 of the California Civil Code.

No final settlement between the City and the Contractor hereunder shall abridge the right of any beneficiary hereunder, whose claim may be unsatisfied.

IN WITNESS WHEREOF, the above-bounded parties have executed this instrument this _____ day of ____________, _____, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative, pursuant to authority of its governing body.

PRINCIPAL:
(seal)
_______________________________

By _____________________________

SURETY:
(seal)
_______________________________

By _____________________________
Attorney-in-Fact

IMPORTANT: Surety companies executing Bonds must possess a certificate of authority from the California Insurance Commissioner authorizing them to write surety insurance defined in Section 105 of the California Insurance Code, and if the Work or Project is financed, in whole or in part, with federal grant or loan funds, must also appear on the Treasury Department's most current list (Circular 570 as amended). Notary acknowledgements for Principal and Surety signatures and Power of Attorney for Surety must be attached. THIS IS A REQUIRED FORM.

Any claims under this bond may be addressed to:

(Name and Address of Surety) (Name and Address of Agent/Representative in California if different) ________________________________ ___________________________________________________________ ___________________________________ ___________________________________________________________________ __________________________________ _________________________________________________________________ (Telephone Number of Surety/Agent _________________________________________________________________ or Representative in California)

354

STATE OF CALIFORNIA )
) ss.

COUNTY OF _______________ )

On this _____ day of _______________, in the year _____, before me, __________________________, a Notary Public in and for said state, personally appeared , known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument as the Attorney-in-Fact of the (Surety) and acknowledged to me that he/she subscribed the name of the
(Surety) thereto and his/her own name as Attorney-in-Fact.

_____________________________________
Signature of Notary Public in and for said State

(SEAL)

My commission expires on: _____________

NOTE: A copy of the power of attorney to local representatives of the bonding company must be attached hereto.

CERTIFICATE AS TO CORPORATE PRINCIPAL

I, _______________________________________, certify that I am the ________________________________ Secretary of the corporation named as Principal to the within bond; that _________________ _________________________ who signed the said bond on behalf of the principal was then ___________________________ of said corporation; that I know his/her signature, and his/her signature thereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said Corporation by authority of its governing board.

_______________________________
Signature of Corporate Principal

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(CORPORATE SEAL)

1.4.4 CERTIFICATES / PROOF OF INSURANCE

AND ENDORSEMENTS

The Contractor shall not commence any of the Work or begin any performance under the Agreement until he/she obtains, at his/her own and sole cost and expense, all required insurance as stipulated by the City. The required insurance shall be provided by the Contractor in conformance with the requirements of Subsection 2.7.2 of the Special Provisions and may include the following:

 Workers' Compensation Insurance
 Commercial General Liability and Business Automobile Liability Insurance  Course of Construction or Builder’s Risk Insurance
 Flood Insurance

The insurance company or companies utilized by the Contractor shall be authorized and admitted to transact business in the State of California and to issue policies in the amounts required pursuant to the provisions of Subsection 2.7.2 of the Special Provisions. All insurance required shall be placed with insurers with a current A.M. Best's rating of no less than A:VII, and shall contain the endorsements specified in Subsection

2.7.2. Within ten (10) calendar days after receipt of the Notice of Award, Contractor shall furnish to the City for approval as to sufficiency and form, certificates of insurance and original endorsements evidencing the required coverage set forth in Subsection 2.7.2 of the Special Provisions. Endorsements and certificates are to be signed by a person authorized by the insurer to bind coverage on the insurer’s behalf. If the insurance called for is provided by more than one company, a separate certificate and the required endorsements shall be provided by each company.

City reserves the right to request complete, certified copies of all required insurance policies and endorsements at any time.

Failure to provide City with the required insurance coverage, proof of insurance and/or endorsements within ten (10) calendar days of receipt of the Notice of Award, may result in withdrawal of award and forfeiture of the Bidder's Bid Security.

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ADDENDUM

By executing this Addendum, Contractor acknowledges and agrees that the work performed pursuant to the above referenced Agreement is subjected to all applicable provisions.

Payment of Minimum Compensation to Employees. Contractor shall be obligated to pay not less than the General Prevailing Wages Rate as required by applicable law.

A. Prevailing Wage Requirements. California Labor Code requires the payment of not less than the general prevailing rate of per diem wages and rates for holiday and overtime and adherence to all labor standards and regulations. The General Prevailing Wages Rates may be adjusted throughout the term of this Agreement.

Notwithstanding any other provision of this Agreement, Contractor shall not be entitled to any adjustment in compensation rates in the event there are adjustments to the General Prevailing Wages Rates.

B. Reports. Contractor shall not perform on site work on this contract until labor compliance documents are filed. Contractor agrees to cooperate with the City to fulfill its notifications requirement to the DIR, as required by DIR’s PWC-100 form or any other required form, and Contractor agrees to provide to the City the information required by the DIR, as generally set forth in Labor Code Section 1773.3. By signing this form, Contractor, and all of its subcontractors, represents that it has registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions under Labor Code section 1771.1(a)] and paid the annual fee due to the DIR, unless the Contractor meets an exception recognized by the DIR or by the law.

C. Furnishing of Electronic Certified Payroll Records to Labor Commissioner.

Contractor and subcontractor agree to furnish the required electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement), in the manner and under the time frame required by law.

D. Audit Rights. All records or documents required to be kept pursuant to this Agreement to verify compliance with the Wage Requirement shall be made available for audit at no cost to City, at any time during regular business hours, upon written request by the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such records or documents shall be provided to City for audit at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records or documents shall be available at CONTRACTOR’s address indicated for receipt of notices in this Contract.

357

E. Enforcement.

1. General. CONTRACTOR acknowledges it has read and understands that, pursuant to the terms and conditions of this Agreement, it is required to comply with the Wage Requirement and to submit certain documentation to the City establishing its compliance with such requirement. (“Documentation Provision.”) CONTRACTOR further acknowledges the City has determined that the Wage Requirement promotes each of the following (collectively “Goals”):
a. It protects public job opportunities and stimulates the City’s economy by reducing the incentive to recruit and pay a substandard wage to labor from distant, cheap-labor areas.
b. It benefits the public through the superior efficiency of well-paid employees.
c. It increases competition by promoting a more level playing field among contractors with regard to the wages paid to workers.

2. CONTRACTOS’s Breach of Prevailing Wage/Living Wage Provisions.

WITHOLDING OF PAYMENT: CONTRACTOR agrees that the
Documentation Provision is critical to the City’s ability to monitor CONTRACTOR’s compliance with the City’s public wage obligations.

CONTRACTORS further agrees its breach of the Documentation Provision or general public wage obligations results in the need for additional enforcement action to verify compliance with this Addendum. In light of the critical importance of the Documentation Provision, the City and CONTRACTOR agree that CONTRACTOR’s compliance with this Addendum is an express condition of City’s obligation to make each payment due to the CONTRACTOR pursuant to this Agreement. THE CITY IS NOT OBLIGATED

TO MAKE ANY PAYMENT DUE THE CONTRACTOR UNTIL

CONTRACTOR HAS PERFORMED ALL OF ITS OBLIGATIONS UNDER
THESE PROVISIONS. THIS PROVISION MEANS THAT CITY CAN

WITHOLD ALL OR PART OF A PAYMENT TO CONTRACTOR UNTIL ALL REQUIRED DOCUMENTATION IS SUBMITTED. Any payment by the City despite CONTRACTOR’s failure to fully perform its obligations under these provisions shall not be deemed to be a waiver of any other term or condition contained in this Agreement or a waiver of the right to withhold payment for any subsequent breach of this Documentation Provision or public wage obligations of the Contractor and the City.

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AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Julian Lee, Director of Public Works
SUBJECT:

AWARD OF A PROFESSIONAL SERVICES AGREEMENT TO

INFRASTRUCTURE ENGINEERS FOR CONSTRUCTION

MANAGEMENT, INSPECTION, PROJECT MANAGEMENT AND

ADMINISTRATION FOR THE WATER MAIN REPLACEMENT PROJECT
FY 24 - PROJECT NO. 4011.68.134
Agenda Item # 10.9.

Recommendation:

Staff recommends that the City Council adopt the attached resolution entitled: “A

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AWARDING A

PROFESSIONAL SERVICES AGREEMENT TO INFRASTRUCTURE ENGINEERS FOR

CONSTRUCTION MANAGEMENT, INSPECTION, PROJECT MANAGEMENT AND ADMINISTRATION FOR THE WATER MAIN REPLACEMENT PROJECT FY 24 – PROJECT NO. 4011.68.134 FOR A NOT-TO-EXCEED AMOUNT OF $95,884.” Background:

On September 5, 2023, The City Council awarded a contract to Dominguez General Engineering, Inc. for the Water Main Replacement Project for FY 24 California Avenue, Fernwood Avenue, and Santa Fe Avenue - Project No. 4011.68.134.

The work to be performed consists of water main installation, water main replacement, temporary high-lining, fire hydrants, water service, pavement restoration, and partial replacement of concrete sidewalks, curb and gutters, and driveways approaches.

City Council City Council Regular Meeting 359
Discussion and Analysis:

The City of Lynwood has contracted on-call professional engineering services to mobilize projects by streamlining the procurement process for consultant services, when they are needed. The utilization of on-call engineering consultants is essential for effective capital improvement project management and seamless support in addressing the city’s infrastructure needs and specialized technical assistance for grants and/or emergency situations.

Staff submitted a request for Construction Management and Inspection Services through a solicitation of proposals from the City’s pre-approved list of on-call consultants. Infrastructure Engineers was the sole respondent for the services requested with the proposal fee of $95,884. Willdan did not submit a response; TransTech was assigned to manage the construction management and inspection services for
Long Beach Meter Abandonment and
Upgrade project and the Priority 2 Phase 2B project.

The tables provided below outline the estimated construction budget and approved funding information. Infrastructure Engineers’ proposed cost aligns with the project budget. Costs for services have been included, no additional funding is required.

Construction Cost
Construction Bid
$1,065,380
10% Contingency
$107,000
Construction Management and Inspection (
Infrastructure Engineers)
$95,884
Project Management (8%)
$86,000
Labor Compliance & Other (3%)
$32,736
Total Projected Cost
$1,387,000.00

Current Budget
LUA 2017-A Revenue Bonds (FY 24 Approved)
$1,110,000
LUA 2020-A Revenue Bonds (FY 24 Approved)
$290,000
Total Available Funding
$1,400,000

Staff recommends the award of a Professional Services Agreement to Infrastructure Engineers. This recommendation is based on their responsive proposal and their current capacity to effectively handle the workload.

Fiscal Impact:

The City Council has approved FY 24 Budget of $1,400,000 in the LUA 2017-A Revenue City Council City Council Regular Meeting 360
Award of CM
I - IE PSA PWD.pdf
11-21-2023 Award of Water Improvement CM& I - (Resolution) - PWD.docx LY-2024-RFS028-Water Main Replacement for Fy 2024 (4011.68.134)–Construction Phase-10-30-23.pdf
Bonds and LUA 2020-A Revenue Bonds fund for the Water Main Replacement for FY 2024 Project. 4011.68.134. No additional appropriation is needed.

Coordinated With:

City Manager’s Office
Department of Finance and Administration Services
ATTACHMENTS:

Description
City Council City Council Regular Meeting 361

1 PROFESSIONAL SERVICES AGREEMENT

This agreement (“Agreement”) is made as of November 21, 2023 by and between the City of Lynwood , a municipal corporation ("City") and Infrastructure Engineers (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”

R E C I T A L S

WHEREAS, City desires to utilize the services of Consultant a s an independent contractor to provide Construction Management, Inspection, Project Management and Administration for Water Main Replacement Project FY 2024 – Project No. 4011.68.134 as set forth in the Scope of Services attached hereto as Exhibit A; and

WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW, THEREFORE, in consideration of performance by the p arties of the covenants and conditions herein contained, the parties hereto agree as follows:

1. Company's Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A.

2. Term of Agreement. This Agreement shall commence on November 21, 2023 (the “Commencement Date”) and shall remain and continue in effect until tasks described in Exhibit A are completed, but in no event later than December 31, 2024 unless sooner terminated pursuant to the provisions of this Agreement.

3. Compensation.

A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Consultant shall submit proper monthly invoices in the form and manner specified by City. Each invoice shall include a monthly breakdown of all monthly services performed together with the hours spent on each service. Consultant shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request.

B. Total payment to Consultant pursuant to this Agreement shall not exceed Ninety-Five Thousand Eight Hundred Eighty Four Dollars ($95,884).

C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out-of-town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agre ement, Consultant shall be entitled to reimbursement of such expenses. Consultant shall only be reimbursed for those expenses which: (I) appear on Consultant’s monthly invoices; (II) are accompanied by a copy of the City’s written authorization for Consultant to incur such 362

2 expenses; and (III) receipts documenting such expenses.

4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control.

5. Addresses.

City of Lynwood

City of Lynwood
11330 Bullis Road
Lynwood, CA 90262
Attn: Ernie Hernandez, City Manager

Company

Infrastructure Engineers
Attn: Farzad Dorrani, MS, Principal of Operations

6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference.

Exhibit A – Scope of Work/Services and Compensation Schedule Exhibit B – General Terms and Conditions

SIGNATURES ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below.

CITY

CITY OF LYNWOOD

By: ______________________________ ______________________ Mayor Date

CONSULTANT

[Insert Consultant Name]

363

3 By: _______________________________ ________________________ [Insert Consultant Name] Date

ATTEST:

By: ______________________________ ________________________ City Clerk Date

APPROVED AS TO FORM:

By: ______________________________ ________________________ City Attorney Date

364

4 EXHIBIT A

SCOPE OF WORK/SERVICES

365

EXHIBIT B

GENERAL TERMS AND CONDITIONS

1. Status as Independent Contractor.

A. Consultant is, and shall at all times remain as to City, an independent contractor.

Consultant shall have no power to incur any debt, obligation, or liability on behalf of the City of Lynwood or otherwise act on behalf of Lynwood as an agent. Neither the City of Lynwood nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City of Lynwood.

B. Consultant agrees to pay all required taxes on amounts paid to Consultant under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interests asserted against City by reason of the independent Consultant relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent status of Consultant and the audit in any way fails to sustain the validity of an independent Consultant relationship between City and Consultant, then Consultant agrees to reimburse City for all costs, including accounting and attorney's fees, arising out of such audit and any appeals relating thereto.

C. Consultant shall fully comply with the workers' compensation law regarding Consultant and Consultant’s employees. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant t o comply with applicable worker's compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section 1.

D. Consultant represents to the City, and City relies on Consultant’s representations, that Consultant shall serve solely in the capacity of an independent contractor to the City. Neit her the City nor any of its agents will have control over the conduct of Consultant or any of Consultant’s employees, except as otherwise set forth in the Agreement. Consultant may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Consultant’s agents or employees, including the Affordable Care Act coverage requirements. Consultant is solely responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act with respect to Consultant’s agents and employees. Consultant warrants and represents that the City will not be responsible and will not be held liable for issues related to Consultant’s status as an independent contractor, including Consultant’s failure to comply with Consultant’s duties, obligations, and responsibilities under the Affordable Care Act. Consultant further agrees to defend, indemnify, and hold the City harmless for any and all taxes, claims, and penalties against the City related to Consultant’s obligations under the Affordable Care Act.

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2. Standard of Performance

Consultant shall perform all work to the highest professional standards and in a manner satisfactory to the City Manager or his/her designee. No additional or different tasks or services shall be performed by Consultant other than those specified in Exhibit A.

3. Indemnification.

A. Consultant is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Consultant to perform said services and duties.

B. City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnities") shall have no liability to Consultant or any other person for, and Consultant shall indemnify, defend, protect and hold harmless Indemnities from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys' fees and disbursements (collectively "Claims"), which Indemnities may suffer or incur or to which Indemnities may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by Consultant’s performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Consultant, its agents, officers, directors, subcontractor, sub consultant or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City’s sole negligence or willful acts or omissions.

C. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, sub consultant 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 in this Section, Consultant agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligations on City and will in no way serve as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnities as set forth herein shall survive the termination of this Agreement and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence or applicability of any insurance coverage which may have been required under this Agreement or any additional insured endorsements which may extend to City.

4. Insurance.

A. Without limiting Consultant’s indemnification of Indemnities pursuant to Section 3 of this Agreement, Consultant shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below:

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(I) Consultant shall maintain Commercial General Liability Insurance with coverage at least as broad as Insurance Services Office Commercial General Liability Form CG 00 01 in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. Defense costs must be paid in addition to limits. There shall be no cross- liability exclusion for claims or suits by one insured against another. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

(II) Consultant shall maintain Business Auto Coverage on ISO Business Auto Coverage Form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

(III) Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with on a state approved policy form providing statutory benefits as required by law with employer’s liability limits no less t han $1,000,000 per accident for all covered losses;

(IV) Consultant shall maintain Professional Liability or Errors and Omissions Insurance that covers the services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate.

Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after comp letion of the services required by this Agreement.

B. City, its officers, officials, employees, and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability.

C. All insurance polici es shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

D. All insurance policies shall provide that the insurance coverage shall not be non- renewed, canceled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days' prior written notice thereof. Any such thirty (30) day notice shall be submitted to CITY via certified mail, return receipt requested, addressed to “Director of Human Resources & Risk Management,” City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Consultant agrees that it will not cancel, reduce, or otherwise modify said insurance coverage.

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E. Consultant shall submit to City (I) insurance certificates indicating compliance with the minimum worker's compensation insurance requirements above, and (II) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement.

Endorsements shall be executed on City’s appropriate standard forms entitled "Additional Insured Endorsement".

F. Consultant’s insurance shall be primary as respects the City, its officers, officials, employees, and volunteers. Any insurance or self -insurance maintained by the City, its officers, officials, employees and volunteers shall be excess of Consultant’s insurance and shall not contribute with it.

G. Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost. City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Consultant’s and the cost of such insurance may be deducted, at the option of City, from payments due Consultant.

5. Release of Information/Confidentiality.

A. Consultant in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Consultant covenants that 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 written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. Consultant’s covenant under this section shall survive the termination of this Agreement.

B. Consultant shall promptly notify City should Consultant, its officers, employees, agents, or subconsultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request, court order, or subpoena from any person or party regarding this Agreement and the work performed thereunder. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding. Consultant agrees to cooperate fully with City and to provide the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response

6. Ownership of Work Product.

A. Consultant shall maintain complete and accurate records with respect to 369

sales, costs, expenses, receipts, and other such information required by the City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.

B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.

7. Conflict of Interest.

A. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest which would conflict in any manner with the performance of its services pursuant to this Agreement.

B. Consultant covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to City as a result of the performance of this Agreement, or the services that may be procured by the City as a re sult of the recommendations made by Consultant’s covenants under this section shall survive the termination of this Agreement.

8. Termination. Notwithstanding any other provision, this Agreement may be duly terminated at any time by the City at its sol e discretion with or without cause by serving upon the consultant at least ten (10) days prior written notice (“Notice of Termination”).

Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. Unless expressly agreed upon in writing by the City, the City shall not be obligated to pay for any services rendered nor any costs or expenses paid or incurred after the date of termination. The effective date of termination shall be upon the date specified in the written Notice of Termination. Consultant agrees that in the event of such termination, Consultant must refund the City its prorated share, except for services satisfactorily rendered prior to the effective date of termination. Immediately 370

upon receiving written Notice of Termination, Consultant shall discontinue performing services, preserve the product of the services and upon payment for services, turn over to City the product of the services in accordance with written instructions of City.

In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City.

9. Personnel. Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant’s services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City's premises.

10. Non-Discrimination and Equal Employment Opportunity.

A. Consultant shall not discriminate as to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation, in the performance of its services and duties pursuant to this Agreement and will comply with all rules and regulations of City relating thereto. Such nondiscrimination shall include but not be limited to the following: employment, upgrading, demotion, transfers, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

B. Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an eq ual opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.

C. Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

11. Assignment. Consultant shall not assign or transfer any interest in this Agreement nor the performance of any of Consultant obligations hereunder, without the prior written consent of City, and any attempt by Consultant to assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect.

12. Performance Evaluation. For any Agreement in effect for twelve months or longer, the City Manager may require a written annual administrative performance evaluation within ninety (90) days of the first anniversary of the effective date of this Agreement, and each year thereafter throughout the term of this Agreement. The work product required by this Agreement shall be utilized as the basis for review, and any comments or complaints received by City during the review period, either orally or in writing, shall be considered. 371

City shall meet with Consultant prior to preparing the written report. If any noncompliance with the Agreement is found, City may direct Consultant to correct the inadequacies, or, in the alternative, may terminate this Agreement as provided herein.

13. Compliance with Laws. Consultant shall keep itself informed of State, Federal and Local laws, ordinances, codes and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement.

Consultant shall at all times comply with such laws, ordinances, codes and regulations. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

14. Licenses. At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses (including a City business license) required of it by law for performance of the services hereunder.

15. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default.

16. Attorney's Fees. In the event that either party to this Agreement shall commence any 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 reasonable attorney's fees and costs, including costs of expert witnesses and Consultant.

17. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during Consultant regular business hours or by facsimile before or during Consultant regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore set forth in the Agreement, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.

18. Governing Law. This Agreement shall be construed and interpreted both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California. However, the Parties may agree to submit any dispute to non -binding arbitration.

19. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be the original, and all of which together shall constitute one and the same instrument.

20. Severability. If any provision or any part of any provision of this Agreement is found 372

to be invalid or unenforceable, the balance of this Agreement shall remain in full force and effect.

21. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between Consultant and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the Parties which expressly refers to this Agreement.

Amendments on behalf of the City will only be valid if signed by the Mayor and attested by the City Clerk.

22. Authority. The person or persons executing this Agreement on behalf of Consultant warrants and represents that he/she has the authority to execute this Agreement on behalf of Consultant and has the authority to bind Consultant to the performance of its obligations hereunder.

23. Force Majeure. A Party’s performance of any obligation under this Agreement shall be suspended 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 including flood, fire, earthquake, hurricane or explosion, pand emic; (b) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (c) government order or law that prevents either Party from performing its obligations as set forth in this Agreement; (d) actions , embargoes or blockades in effect on or after the date of this Agreement; (e) action by any governmental authority that prevents either Party from performing its obligations as set forth in this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances, other than those involving the affected parties employees; (h) shortage of adequate power or transportation facilities.

Neither Party shall be liable for any delay or default in, or failure of, performance resulting from or arising out of any Force Majeure event, and no such delay, default in, or failure of performance shall constitute a breach by either Party hereunder. Where a Force Majeure event gives rise to a failure or delay in either Party performing its obligations under this Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure event. A Party who becomes aware of a Force Majeure event which gives rise to, or whi ch is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will forthwith notify the other and inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party shall take reasonable steps to mitigate the effects of the Force Majeure event.

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RESOLUTION._____________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD

AWARDING A PROFESSIONAL SERVICES AGREMENT TO

INFRASTRUCTURE ENGINEERS FOR CONSTRUCTION MANAGEMENT,

INSPECTION, PROJECT MANAGEMENT AND ADMINISTRATION FOR THE WATER MAIN REPLACEMENT PROJECT FY 2024 – PROJECT NO.
4011.68.134 FOR A NOT-TO-EXCEED AMOUNT OF $95,884
WHEREAS, On September 5, 2023, The City Council awarded a contract to Dominguez General Engineering, Inc. for the Water Main Replacement Project for FY 24 California Avenue, Fernwood Avenue, and Santa Fe Avenue - Project 4011.68.134; and
WHEREAS, the City of Lynwood has contracted on-call professional engineering services to mobilize projects by streamlining the procurement process for consultant services, when they are needed; and
WHEREAS, staff submitted a request for Construction Management and Inspection Services through a solicitation of proposals from the City’s pre-approved list of on-call consultants; and
WHEREAS, Infrastructure Engineers was the sole respondent to submit a proposal for Construction Management and Inspection Services; and WHEREAS, the cost for Infrastructure Engineering services is a not-to- exceed amount of $95,884; and
WHEREAS, cost for these services were included in the project budget and no additional funds are needed; and
WHEREAS, staff recommends awarding a Professional Services Agreement to Infrastructure Engineers.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:

Section 1. The City Council of the City of Lynwood hereby finds and declares that the foregoing recitals are true and correct and incorporates them herein as findings and as substantive part of this resolution.

Section 2. The City Council of the City of Lynwood approves and authorizes the Mayor to sign the Professional Services Agreement provided by Infrastructure Engineers attached hereto as Exhibit A, in a form approved by the City Attorney, for $95,884.
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2 Section 3. Authorize the Mayor to execute the Resolution for and on behalf of the City of Lynwood.

Section 4. This resolution shall take effect immediately upon its adoption.

Section 5. The City Clerk shall certify as to the adoption of this Resolution and hereafter the same shall be in full force and effect.

PASSED, APPROVED and ADOPTED this 21st day of November 2023. ______________________________
Oscar Flores
Mayor
ATTEST:
___________________________
María Quiñónez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________ ______________________________ Noel Tapia Ernie Hernandez
City Attorney City Manager
Julian Lee
Director of Public Works
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3 STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 21st day of November 2023, and passed by the following votes:

AYES:

NOES:

ABSTAIN:

ABSENT:
________________________
Maria Quiñónez, City Clerk

STATE OF CALIFORNIA )
)

COUNTY OF LOS ANGELES )
I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. ____________ on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this21st day of November 2023.
________________________
Maria Quiñónez, City Clerk
376

REQUEST FOR SERVICES

N:\10_Business Development\RFSs\Lynwood\2023 RFS\LY-2023-RFS028-Water Main Replacement for Fy 2024 (4011.68.134)–Construction Phase-11-14-23.docx
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City of Lynwood

TO: Julian Lee, PE, Director of Public Works DATE: October 30, 2023 FROM: Farzad Dorrani, MS, Principal of Operations
SUBJECT: Water Main Replacement Project FY 2024 (Project No. 4011.68.134) – Construction Phase
Type of Project: ■ Municipal Services, □ Traffic, □ Transit, □ EDD, CIP, □ Park and Rec.

Account Number:

Funding Source:

Description of Request : The City has requested Infrastructure Engineers (IE) to provide public work Construction Management and Inspection services for the above-mentioned project.

Scope of services will include the following: Construction Management, Inspection, Project Management and Administration (Coordination with utility agencies, designer and contractor regarding RFIs and submittal during the construction phase).

Infrastructure Engineers' fee for above services will be based on the awarded bid of $1,065,380 as provided by the City’s email dated 10/26/23 and per our agreement percentages is indicated below:

TASK DESCRIPTION COST
1 Construction Management and Inspection including PM & Admin. $95,884 TOTAL $95,884

This RFS is for the above tasks of the project only and does not include any other tasks related to the project, which is not listed herewith. A separate RFS shall be prepared for any additional tasks including, but not limited to extending the construction duration to more than the working days per specifications.

To be completed by Infrastructure Engineers:

Project Number:

Projected Date of Completion: Upon Construction Completion Project Manager: Masoud Sepahi, PE, LEED GA
Estimated Cost of Services: $95,884

10/30/2023

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REQUEST FOR SERVICES

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EXHIBIT “A”

BID RESULTS

Hardy & Harper $1,480,000
Sequel Contractor, Inc. $1,651,900
Excel Paving, Inc. $1,674,595
All American Asphalt $1,836,010

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AGENDA STAFF REPORT

DATE:

November 21, 2023
TO:

Honorable Mayor and Members of the City Council
APPROVED BY:

Ernie Hernandez, City Manager
PREPARED BY:

Gabriel Linares, Director of Community Development
SUBJECT:

PARKING AND ADMINISTRATIVE CITATION AND ONLINE PARKING

PERMIT MANAGEMENT PROFESSIONAL SERVICE AGREEMENT
Agenda Item # 10.10.

Recommendation:

Staff recommends the City Council of the City of Lynwood adopt the attached resolution entitled, “A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE A THREE (3) YEAR AGREEMENT WITH

PHOENIX GROUP INFORMATION SYSTEMS TO PROVIDE PARKING AND

ADMINISTRATIVE CITATION AND ONLINE PARKING PERMIT MANAGEMENT SERVICES TO THE CITY OF LYNWOOD.”
Background:

The city currently contracts for the processing and management of both parking and administrative citations and online parking permit management. Phoenix Group Information Systems is the previous provider and has parking and administrative citation processing services to the City of Lynwood since 2012.

On July 7, 2023, staff issued and advertised a Request for Proposals (RFP) for Processing and Management of Parking and Administrative Citations and Online Parking Permit Management, as well as solicited interested vendors. The deadline to respond to the RFP was August 7, 2023 in which the city received six (6) proposals. All six proposals were considered responsive and are listed below:

City Council City Council Regular Meeting 379
BIDDER

LOCATION
Phoenix Group Information
Systems
Santa Ana, CA
Turbo Data Systems
Santa Ana, CA
IPS Group Inc.

San Diego, CA
Data Ticket Inc.

Irvine, CA
T2 Systems
Indianapolis, IN
Passport Inc.

Charlotte, NC
Discussion and Analysis:

After careful consideration of each vendor’s proposal, staff has determined that Phoenix Group Information Systems is the best service provider qualified to perform and provide parking and administrative citation processing services and meet the level of service expectations for the City of Lynwood. Although several criteria were considered in selecting a service provider, the following were determining factors for the recommendation to continue services with the Phoenix Group:

Phoenix Group has provided outstanding parking and administrative citation processing services for the City for the last eleven years. Phoenix Group is a California based corporation founded in 1988. They have worked with staff closely to customize the parking districts in the City of Lynwood.

Phoenix Group submitted the most cost-effective proposal of the six vendors. The total cost for services for the three (3) year agreement is $900,000 ($275,000 in Year 1, $300,000 in Year 2 and $325,000 in Year 3).

Phoenix Group is a true web-based company, whose program provides full functionality, resulting in no software costs to the City with limited need of city IT department.

Phoenix Group's graphic user interface and processes are more intuitive for staff to learn and use since they have used the system for several years now.

Phoenix Group offers a myriad of customization options in relation to notices, auditing, and reports which is part of industry standards.

Phoenix Group offers on-line contesting procedures which will enhance initial review City Council City Council Regular Meeting 380
Phoenix Reso 11-07-23.docx
PSA Phoenix Group FY23-24.docx
PHX Lynwood RFP 2023-1 (2).pdf
efficiency and accuracy by allowing the public to submit photographic evidence (maximum three photos) and receive email confirmation of submission.

Phoenix Group offers a customer profile that supports all aspects of processing for the highest level of customer service and
assistance.

Phoenix Group offered the overall lowest cost solution over a three year period including implementation, IT infrastructure investment, and vendor-provided support and maintenance.

Blow is the ranking assigned to each vendor by the Lynwood staff reviewing team.

BIDDER

LOCATION
Rank Based
on review
Phoenix Group Information
Systems
Santa Ana,
CA
1 Turbo Data Systems
Santa Ana, CA
2 IPS Group Inc.

San Diego, CA
3 Data Ticket Inc.

Irvine, CA
4 T2 Systems
Indianapolis,
IN
5 Passport Inc.

Charlotte, NC
6 Fiscal Impact:

The approval of the attached resolution will authorize the Mayor to enter into an agreement with Phoenix Group Information Systems in the amount of $900,000 at the following yearly pay schedule: Year One: $275,000, Year Two: $300,000 and Year Three: $325,000. Professional parking and administrative citation processing services budget of $275,000 is included in the FY24 adopted budget.

Coordinated With:

City Manager's Office
City Attorney
Finance Department
ATTACHMENTS:

Description
City Council City Council Regular Meeting 381
TDS-Lynwood.pdf
IPS Proposal - City of Lynwood - Processing and Management of Parking.pdf City of Lynwood Parking and Administrative Citation Processing FINAL.pdf T2 Response to Lynwood Processing and Management of Parking and Administrative Citations and Online Parking Permit Management.pdf
Passport Response to Lynwood_Parking_Admin_Citation_RFP_2023.pdf City Council City Council Regular Meeting 382
RESOLUTION NO. _______________

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD AUTHORIZING THE MAYOR TO EXECUTE AN THREE (3) YEAR AGREEMENT

WITH PHOENIX GROUP INFORMATION SYSTEMS TO PROVIDE PARKING AND

ADMINISTRATIVE CITATION AND ONLINE PARKING PERMIT MANAGEMENT

SERVICES TO THE CITY OF LYNWOOD
WHEREAS, historically the City has maintained a contractual agreement for Parking Citation Management Services; and
WHEREAS, staff issued a Request for Proposals for Parking and Administrative Citations and Online Parking Permit Management on July 7, 2023; and WHEREAS, six vendors responded to the Request for Proposals; and WHEREAS, Phoenix Group Information Systems throughout the evaluation process consistently showed that they were the most qualified, and have the ability and resources to successfully administer all services.

NOW, THEREFORE, BE IT RESOLVED BY THE LYNWOOD CITY COUNCIL AS FOLLOWS:

Section 1. That the City Council approves the professional services agreement with Phoenix Group Information Systems to provide parking and administrative citation processing for a term of three years in the amount of $900,000 at the following yearly pay schedule: Year One: $275,000, Year Two: $300,000 and Year Three: $325,000, and authorizes the City Manager to execute the agreement in a form approved by the City Attorney.

Section 2. Funding for the contract services is included in the Community Development Department’s FY 2024 expenditure budget.

Section 3. This Resolution shall take effect immediately upon its adoption.

Section 4. The City Clerk shall certify as to the adoption of this Resolution.

PASSED, APPROVED and ADOPTED the 7th day of November, 2023. 383
_________________________
Oscar Flores
Mayor
ATTEST:
__________________________
Maria Quinonez
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
___________________________ ___________________________ Noel Tapia Ernie Hernandez
City Attorney City Manager
___________________________
Gabriel Linares
Director of Community
Development
384
1 PROFESSIONAL SERVICES AGREEMENT
This agreement (“Agreement”) is made as of November 7, 2023 by and between the City of Lynwood, a municipal corporation ("City") and Phoenix Group Information Systems (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as the “Parties.”

R E C I T A L S
WHEREAS, City desires to utilize the services of Consultant as an independent contractor to provide parking and administrative citation processing services to city as set forth in the Scope of Services attached hereto as Exhibit A; and WHEREAS, Consultant represents that it is fully qualified to perform such consulting services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW, THEREFORE, in consideration of performance by the parties of the covenants and conditions herein contained, the parties hereto agree as follows:

1. Company's Scope of Services. The nature and scope of the specific services to be performed by Consultant are as described in Exhibit A.

2. Term of Agreement . This Agreement shall be for a term of three (3) years commencing on November 7, 2023 (the “Commencement Date”) and shall remain and continue in effect until tasks described in Exhibit A are completed, but in no event later than June 30, 2026, unless sooner terminated pursuant to the provisions of this Agreement.

3. Compensation.

A. City agrees to compensate Consultant for services under this Agreement in compliance with the schedule set forth in Exhibit A. Consultant shall submit proper monthly invoices in the form and manner specified by City. Each invoice shall include a monthly breakdown of all monthly services performed together with the hours spent on each service. Consultant shall maintain appropriate and necessary documentation supporting the monthly invoices detailing the type of service provided. It shall be available for review by the City at all reasonable times upon request.

B. Total payment to Consultant pursuant to this Agreement shall not exceed $900,000 at the following yearly pay schedule: (Year One: $275,000, Year Two:
$300,000, Year Three: $325,000), which shall be payable as set forth in the Compensation Schedule in the attached Exhibit A.

C. If at the request of the City, Consultant is required to incur out of pocket expenses (including but not limited to, out-of-town travel and lodging) which are above and beyond the ordinary expenses associated with performance of this Agreement, 385
2 Consultant shall be entitled to reimbursement of such expenses. Consultant shall only be reimbursed for those expenses which: (I) appear on Consultant’s monthly invoices; (II) are accompanied by a copy of the City’s written authorization for Consultant to incur such expenses; and (III) receipts documenting such expenses.

4. General Terms and Conditions. The General Terms and Conditions set forth in Exhibit B are incorporated as part of this Agreement. In the event of any inconsistency between the General Terms and Conditions and any other exhibit to this Agreement, the General Terms and Conditions shall control unless it is clear from the context that both parties intend the provisions of the other exhibit(s) to control.

5. Addresses.

City of Lynwood
City of Lynwood
11330 Bullis Road
Lynwood, CA 90262
Attn: Ernie Hernandez, City Manager
Company
Phoenix Group Information Systems
Attn: Robert T. Murphy
2677 N. Main Street, Suite 440
Santa Ana, CA 92705

6. Exhibits. All exhibits referred to in this Agreement are listed here and are incorporated and made part of this Agreement by this reference.

Exhibit A – Scope of Services and Compensation Schedule Exhibit B – General Terms and Conditions

SIGNATURES ON FOLLOWING PAGE
386
3 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written below.

CITY

CITY OF LYNWOOD
By: ______________________________ ______________________ Ernie Hernandez, City Manager Date

CONSULTANT

PHOENIX GROUP INFORMATION SYSTEMS
By: _______________________________ ________________________ Robert T. Murphy, President Date
ATTEST:

By: ______________________________ ________________________ Maria Quinonez, City Clerk Date
APPROVED AS TO FORM:

By: ______________________________ ________________________ Noel Tapia, City Attorney Date
387
1 EXHIBIT A

SCOPE OF SERVICES, TIME OF PERFORMANCE

AND COMPENSATION SCHEDULE

1.0 PROCESSING SERVICES PROVIDED
PHX shall receive and process parking and administrative citations issued by the AGENCY. PHX will provide the AGENCY with a Processing Management System and allow access to the PHX database via the internet and Wincite™. PHX will provide pre- numbered batch cards for tracking and controlling the citations sent from the Agency to PHX. PHX will notify AGENCY as soon as is reasonably possible of any discrepancies.

The AGENCY will be responsible for submitting citations to PHX daily or weekly via electronic communication or hard copy (To avoid duplication please submit either electronic communications or hard copy but not both). PHX will communicate with the AGENCY regarding status of payment updates on a monthly basis. The AGENCY can also update in-house payment information to the PHX database.

1.1 Fine Schedule: The AGENCY will provide to PHX their existing fee schedule such as: late fees, penalties, and due dates. The AGENCY will keep PHX updated on any changes to their fee schedule. All fee schedule changes will require signature approval by both parties before implantation.

1.2 Parking Delinquent Notices: PHX will generate and mail the notices for citations that have been referred to PHX by AGENCY following the guidelines set forth in CVC 40207. Notices that are sent from PHX to registered Owner (RO) of the cited vehicle.

RO information is gathered from current DMV records. The notice will include all the information included on the citation and consequences for nonpayment, and/or any additional information required by the code section. The notice of violation includes a remittance return portion for payment. Additional letters may be generated if required by agency.

1.3 Registered Owner Information: PHX will be responsible for maintaining online communications with the California DMV. This communication is required as part of this agreement to request registered owner information

1.4 Payment Dispositions: The AGENCY will forward any payment information as well as cancellations, dismissals, voids, corrections and/or other relevant information pertaining to the citation(s) status. PHX will update the AGENCY on a monthly basis regarding status of payment updates. The AGENCY may also update this information directly to the database remotely.
388
2 2.0 PAYMENT PROCESSING
Payment Processing services are provided by PHX for AGENCY. PHX has an internal online payment processing capability to insure correct payment and due date.

PHX will do everything in its power to reduce duplicate payments. If a duplicate payment is made it will be returned to the INDIVIDUAL by PHX expeditiously

2.1 Invoicing: Invoices for total services provided by PHX (processing, collections, and additional, (agreed upon) fees, will be sent monthly to AGENCY Access to INDIVIDUAL information will be available based on a license plate or citation number. Wincite™ will access, store, and present data in real time. Data is comprised of citation and INDIVIDUAL information and includes total amount due (may include credit card fees) before final authorization is complete. Payments can be made with Discover, MasterCard, Visa, or AMX. The INDIVIDUAL will be charged a credit card transaction fee of $4.95 or 4.25% with no additional costs passed to the AGENCY.

2.4 Credit Card Charge Back: The process includes the following:

1. Charge back notification received by PHX

2. PHX locates the citation(s) that were paid on the transaction being disputed

3. A letter of dispute describing the charge sent to the credit care company

4. If the dispute is found in favor of the credit card holder, then the charge back is accepted and a notice of unpaid fees are sent to the registered owner

5. PHX reverses the payment of the citation(s) and reopens the citation(s) immediately

6. PHX enters notes regarding the credit card payment information including, but not limited to
a. Original Transactions
b. Chargeback ID(s)
c. Any pertinent correspondence regarding the charge back

7. Charge back paperwork is then filed by PHX for later retrieval if necessary

8. Charge backs are reflected in the monthly reporting

2.5 Bank Account and Depositing Procedures: Mail (INDIVIDUAL non- Electronic Payments) will be picked up from a local Post Office daily and Mail normally processed within 24 hours. The bank deposits are endorsed to the bank selected by your AGENCY. Payments can be taken at both AGENCY site and PHX. AGENCY shall have an internal online payment processing capability to enter payment data.

2.6 Changes to Payment Processing Procedures The AGENCY retain the right to change the payment processing procedure. Changes to the payment processing 389
3 procedure will be agreed upon in advance and in writing between the AGENCY and PHX

3.1 CUSTOM WEBSITE:

PHX will create a website and link for public inquiry and payment. The website will simulate the AGENCY’S existing website to provide consistency when the public is transitioning from the AGENCY’S website to PHX provided pay site. The website will be interrogated with any existing PHX web services. The AGENCY shall submit any requests for web content updates to PHX in writing. Upon receipt of any written web content update requests from AGENCY, PHX shall either implement AGENCY’S requested changes as soon as possible or else respond to AGENCY with any questions or concerns.

The credit card option will be set-up and maintained by PHX at no additional costs to AGENCY. The services include:

1. Setting up a custom header and footer based on graphics approved by AGENCY

2. All Merchant Fees

3. Internet security and website fees

4. Provide for the ability to make payments , contest the citation, and provide any governing rules that are applicable

3.1 Remote Data Entry: Remote Data Entry capability will be provided to AGENCY via Internet using Internet Explorer and Wincite™. Each operator within the AGENCY will be set up with a unique password and security level, as requested by AGENCY. Individual function levels will include view only, edit, add, and dismiss/void capabilities.

3.2 User Accounts: Accounts may be established by AGENCY and/or PHX. Access is limited to employees of the ACENCY only. This limitation specifically excludes PHX and/or consultants. Expectations of the limitation must be approves in writing by PHX and AGENCY

3.3 Hardware/Software (Equipment) Requirements: A minimum operating system with cross browser compatibility to include a minimum of Edge (IE capacity) or greater will be required by the agency to access systems and services provided by PHX. PHX will provide Wincite™ to the agency for citation data and reporting access. Any license requirements to operate any software not provided by PHX will be the responsibility of the AGENCY.
390
4 3.4 Online PHX Services Provided: PHX will provide the following to the AGENCY:

1. Access to the citation data is available by citation number, vehicle license number, name, or VIN number; permit number, driver’s license number or ID number (whichever is applicable)

2. All citation information

3. Current Status of the citation

4. Delinquent notice information, due date, mailing date

5. Administrative review, hearing court appeals, and disposition information

6. Payment information, including all date, amounts, and payment codes

7. Registered owner information and Electronic facsimile of the original citation

4.1 REPORTING:

PHX will supply AGENCY with electronic monthly reporting. The reports will be supplies to the AGENCY in a PDF format available for access, using Adobe Reader, with the option to export to Excel. The reports include (if applicable) but are not limited to the following:

1. Monthly Billing Report

2. Officer Summary Report

3. Officer Summary Y-T-D Monthly Recap

4. Void/Dismiss Report by Operator

5. Habitual Offender Hot Sheet Report and Detail

6. DMV monthly reports

7. Out of state Revenue Detail Report

8. Revenue Collection Detail Report

9. Revenue Distribution Surcharge Report

10. Contested Citations pending and outcome

11. Refunds ‘Due’ Report

12. FTB or Special Collections Report
The monthly production report schedule may change as needed. Reporting information may also be provided to the AGENCY in Excel or other method mutually agreeable to both parties. Additional requirements to be submitted to PHX writing

5.0 SURCHANGES
It is the responsibility of the AGENCY to identify and outline to PHX all surcharges (fees) applicable for the AGENCY. PHX will provide a monthly Surcharge Disbursement Report that includes the surcharges identified by the AGENCY as part as monthly reports as identified in Section 4.0 REPORTING. 391
5 6.0 OWNERSHIP OF SOFTWARE
AGENCY acknowledges that the software provided by PHX and software programs provided by PHX and used by the AGENCY have been developed by PHX. The software provided is the PROPIETARY AND INTELECTUAL PROPERTY OF PHX.

AGENCY agrees that all rights to any intellectual property is Confidential Information and shall remain the exclusive property of PHX.

7.0 COLLECTIONS AND FTB
If Authorized by AGENCY, PHX will pursue INDIVIDUALS with unpaid citations that meet the criteria of special collections and/or Franchise Tax Board collections (FTB).

PHX Collections Criteria includes: Not paid, Not suspended, and in an OPEN status.

PHX will mail out a delinquent letter or warning. If the citation remains unpaid PHX will use one or several collections efforts including but not limited to: special Collections and/or FTB collection.

All payment updates by FTB will be forwarded to PHX by AGEBCY for updating and reporting.

8.0 Programming Costs
AGENCY agrees to pay the following costs for services:

Parking Services
Activity Cost Description
Cost per citation $.70 Cost per citation issued
and entered in Wincite
Notice of Violation/
Delinquent Notice
$1.02 A notice of violation
(delinquent notice) is
sent after an individual
received the initial
citation as a courtesy
reminder. Includes
postage.

Out of Stare Citations 32% Out of State processing
including any costs
charged by the state for
the registered owner.

The percentage is only
for citations that are
collected.

Automated Citation Issue
Discount
($.10) Discount for each
electronic citation issued.
392
6 On-line Contesting (City is
not currently using this
service)
$35.00 Monthly cost for on-line
contesting capabilities
for the individual through
payment website.

Letter Issued $1.29 Special letters are
custom notices used as
follow-up for hearing
dates, review results,
hearing results, or
habitual violations
(Scofflaw), Collections
notification including pre-
intercept, final warning,
etc.

Handheld/Hardware/Software
Support
$860.00 Monthly cost for Wincite
Mobile software
maintenance.

FTB (Franchise Tax Board) 15% Franchise Tax Board
collections.

Chargebacks $55.00 Pass through cost to
City. Cite is re-opened
and fee is added to
citation.

Administrative Services
Activity Cost Description
Citations Issued $1.25 Cost per citation issued
and entered into Wincite
Notice Sent $1.02 A notice of violation
(delinquent notice) is sent
after an individual
received the initial citation
as a courtesy reminder.

Includes postage.

Letters Issued $1.29 Special letters are custom
notices used as follow-up
for hearing dates, review
results, hearing results, or
habitual violations
(Scofflaw), Collections
notification, final warning,
393
7 etc. PHX will not
implement processing
special letters without the
consent of the Agency.

Additional Services
Activity Cost Description
Expedited Collections 20% If bail amount is received
after 90 days and before
14 months from citation
period.

Hearing Officer $120.00 per hour PHX will provide an
impartial hearing officer to
appear at scheduled
hearings, enter the
decision in the system
and send out the decision
letter. 3 hour minimum.

Hearing Schedule FREE Hearings will be
scheduled as directed by
the CITY. PHX will send
out hearing schedule
letters, handle
reschedules and
notification to the CITY
and the citizen.

Permit Services
Activity Cost Description
Permit Database Monthly
Fee
$350.00 Cloud database and
storage
Permit Purchased Online $2.00 Includes verification and fulfillment.

Postage First Class Rates All correspondence mailed
Temporary Permits $0.75 Includes temporary permit
Permit Stock TBD Supplied by City to PHX
Custom Development $175.00 per hour Based on Agency
Requests
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8 8.1 Payment plans and settlement agreements: If AGENCY chooses to allow payment arrangements due to INDIVIDUAL financial hardship PHX will establish the number of payments and the final due date of the citation. The citation will be suspended to an agreed upon date in Wincite™ in accordance to payment arrangement between the AGENCY and the INDIVIDUAL.

8.2 Postal Increases: In the event of a postal increase PHX will provide the adjustment of fees to offset the postal increase; such increases will be notified to the AGENCY in writing.

Phoenix Group Information Systems considers the fees/rates contained in this service agreement to be a trade secret and require City to notify us immediately (less than 48 hours) after a public records request for this information is made.

9.0 DATA RETENTION POLICY
Data will be removed and/or archived from the system daily. Data archived from the system will be retained by PHX in an archived database and is retained for a period of five years unless returned to the AGENCY before that time. The AGENCY has the option to request such data. Data retained by PHX shall be done so in the format of Phoenix Group Information Systems’ choice, unless otherwise agreed upon in writing by both parties.

9.1 Criteria for removal/archival of data will be: Closed citations: Any citation date older than 18 months, and has been closed for a period of one year. Open citations:

Any citations open that is not on DMV hold, and older than 24 months. Regardless of age open citations that are on DMV files with a hold on the registration will remain on the system until DMV clears the citation.

9.2 Hard copy data: Every six months during the term of this Agreement, all hard copy files of date generated under this Agreement shall either be (1) returned to the AGENCY upon AGENCY’S written request, or else (2) shredded by PHX for the AGENCY.

10.0 TERM AND RENEWALS:

Except as otherwise stated, these terms and conditions shall be in effect between both parties: Commencing on November 7, 2023 this agreement will be binding until June 30, 2026. Prices and fees are subject to change in accordance with the CPI (Consumer Price Index) and State and County municipal fee schedules. PHX will notify AGENCY of any changes in writing prior to renewal date. AGENCY will be notified in writing by 395
9 PHX of any agreement changes and/or fee increases. Changes will not take effect until written approval received from AGENCY.

10.1 Return and Ownership of Citation Data: All electronic and handwritten citations, reports, electronic media, and other relevant documents, shall be the property of the AGENCY and shall be returned to the AGENCY upon either the completion of this Agreement of the termination of this Agreement within 15 days. This including copies and reproductions assembled or prepared by PHX employees, agents, and/or officers, in connection with this Agreement. Citation data returned to AGENCY by PHX shall be done so in the format of Phoenix Group Information Systems’ choice, unless otherwise agreed upon in writing by both parties.

10.2 Exclusivity: AGENCY agrees to utilize only the services of PHX during the term of this agreement for the processing of citations and all other signed services.

AGENCY agrees to not directly or indirectly divulge TRADE SECRETS, PROPIETARY and/or INTELECTUAL PROPERTY of PHX to any unauthorized person or entity. This Non-Disclosure obligation shall survive the termination of this agreement.

10.3 Books and Records: PHX will maintain adequate books and records for citations forwarded to the PHX for processing. Upon two week written notice all records shall be available for inspections or audit by AGENCY at PHX’s location during regular working hours.

10.4. Dispute Resolution: In the event of any dispute between AGENCY and PHX arising out of this Agreement, either party may initiate by written notice a meeting with the other party to resolve the dispute. If such a meeting is called, both parties shall send to the meeting representatives who have the authority to negotiate and bind their respective organizations to a resolution. If the dispute cannot be resolved within 30 days from the date of the initial notice, or if either party wished to pursue the dispute, Client and Consultant agree to attempt to settle the dispute by mediation before resorting to arbitration. Unless otherwise mutually agreed to by Client and Consultant, any unresolved controversy of claim arising from or relation to this contract of breach thereof shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If the AGENCY and PHX agree, the mediator involved in the parties’ may be asked to serve as the arbitrator.

11.0 LIMITATION OF LIABILITY
PHX’s sole liability to the AGENCY, or any third party, for claims arising out of errors or omissions in the series provided is as follows: To furnish a correct report or data and to correct AGENCY files provided that AGENCY promptly advised PHX. PHX shall not 396
10 have any liability under this Agreement for any money damages resulting from claims made by AGENCY for delays, non-service, errors, omissions, interruptions, in the services provided.

12.1 INSURANCE
PHX shall procure and maintain for the duration of the contract the following insurance against claims for injuries to person or damages of property. Claims may arise from, or in connection, with the performance of the Contract by PHX agents, representatives, employees, sub-contractors.

A. General Liability: $1,000,000 combined single limit for each occurrence.

B. Worker’s Compensation as required by the Labor Code of the State of California.

13.0 CONFIDENTIAL/FILE SECURITY
Reasonable security provisions will be provided by PHX to insure the access to AGENCY computer records and files will be available only to the AGENCY. PHX cannot guarantee against loss or alteration of computer records but will take extraordinary precautions to prevent such occurrences. PHX will hold all AGENCY data in strict confidence and shall not provide any data to any other party unless directed by AGENCY in writing or as ordered by a lawful local, state, or federal entity. 397
11 EXHIBIT B

GENERAL TERMS AND CONDITIONS

1. Status as Independent Contractor
A. Contractor is, and shall at all times remain as to CITY, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Contractor or any Contractor’s employees except as set forth in this Agreement. Contractor shall not, at any time, or in any manner represent that it or any of it agent or employees are in any manner agents or employees of City.

B. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. In the event that City is audited by any Federal or State agency regarding the independent contractor status of Contractor and the audit in any way fails to sustain the validity of a-wholly independent contractor relationship between City and Contractor, then Contractor agrees to reimburse City for all costs, including accounting and attorney’s fees, arising out of such audit and any appeals relating thereto.

C. Contractor shall fully comply with the workers’ compensation law regarding Contractor and Contractor’s employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable worker’s compensation law. City Agreement any amount due to City from Contractor as a result of Contractors failure to promptly pay to City any reimbursement or indemnification arising under this Section 1.

2. Standard of Performance
A. Contractor shall perform all work to the highest professional standards and in a manner reasonably satisfactory to the City Manager or his/her designee. The City Manager or his/her designee may from time to tome assign additional or different tasks or services to Contractor, provided such tasks or services described in Exhibit A.

However, no additional or different tasks or services shall be performed by Contractor other than those specified in Exhibit A, or those so assigned in writing to Contractor by the City Manager or his/her designee.

B. The City shall, until further notice to Contractor, administer this Agreement and provide immediate supervision of Contractor with respect to the services to be provided hereunder.
398
12 3. Indemnification
A. Contractor is skilled in the professional calling necessary to perform the services and duties agreed to be performed under this Agreement, and City is relying upon the skill and knowledge of Contractor to perform said services and duties.

B. City and its elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, “Indemnitees”) shall have no liability to Contractor or any other person for, and Contractor shall indemnify, defend, protect and hold harmless Indemnitees from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgment, liens, levies, costs and expenses of whatever nature, including reasonable attorneys’ fees and disbursements (individually, a “Claim” and collectively “Claims”), which Indemnitees may suffer or incur or to which Indemnitees may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or other loss occurring as a result of or allegedly caused by the Contractor’s performance of or failure to perform any services under this Agreement or by the negligent or willful acts or omissions of Contractor, its agents, officers, directors, subcontractors, subcontractor or employees, committed in performing any of the services under this Agreement. Notwithstanding the foregoing, the provisions of this subsection shall not apply to Claims occurring as a result of the City’s negligence or willful acts or omissions.

Notwithstanding anything in this section to the contrary, however, in the event that a court determines that liability for any Claims was caused or contributed to by negligent act, error, omission or willful misconduct of the City, liability will be apportioned between Contractor on the one hand and City on the other hand with regard to such loss based upon the p arties’ respective degrees of culpability, as determined by the court or jury, and Contractor’s duty to indemnify City, its officers, agents, employees will be limited accordingly.

C. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, sub- consultant or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required in this Section, Contractor agrees to be fully responsible according to the terms of this Section. Failure of the City to monitor compliance with these requirements imposes no additional obligation on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend Indemnitees as set forth herein survive termination of this Agreement for a period of four years and is in addition to any rights which City may have under the law. This indemnity is effective without reference to the existence of any insurance coverage that may have been required under this Agreement, or any additional insured endorsements, which may extend to City.

4. Insurance
I. Without limiting Contractors indemnification of Indemnitees pursuant to Section 3 of this Agreement, Contractor shall obtain and provide and maintain at its own expense during the term of this Agreement the types and amounts of insurance as described below:

II. Commercial General Liability Insurance using Insurance Services Office 399
13 Commercial General Liability form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits shall be no less than $2,000,000 per occurrence for all covered losses and no less than $4,000,000 general aggregate.

III. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than 1,000,000 per accident, combined single limit. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described in the preceding subsection. If Contractor or Contractor’s employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person.

IV. Workers’ Compensation insurance on a state approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident for all covered losses.

A. City, its officers, officials, employees and volunteers shall be named as additional insureds on the policy(ies) as to commercial general liability and automotive liability.

B. All insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California with a Best’s rating of no less than A.VII.

C. All insurance policies shall provide that the insurance coverage shall not be non- renewed, cancelled, reduced, or otherwise modified (except through the addition of additional insureds to the policy) by the insurance carrier without the insurance carrier giving City thirty (30) days’ prior written notice thereof. Any such thirty (30) day notice shall be submitted to City via certified mail, return receipt requested, addressed to “Risk Manager”, City of Lynwood, 11330 Bullis Road, Lynwood, California, 90262. Consultant agrees that it will not cancel, reduce or otherwise modify said insurance coverage.

D. Contractor shall submit to City (i) insurance certificates indicating compliance with the minimum worker’s compensation insurance requirements above, and (ii) insurance policy endorsements indicating compliance with all other minimum insurance requirements above, not less than one (1) day prior to beginning of performance under this Agreement. Endorsements shall be executed on City’s appropriate standard forms entitle “Additional Insured Endorsement”.

E. The Contractor’s insurance shall be primary as respects the City, its offices, officials, employees and volunteers. Any insurance or self-insurance or self-insured maintained by the City, its officers, officials, employees and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

F. Contractor agrees that if it does not keep the aforesaid insurance in full force and effect, and such insurance is available at a reasonable cost, City may take out the necessary insurance and pay the premium thereon, and the repayment thereof shall be deemed an obligation of Contractor and the cost of such insurance may be deducted at the option of City, from payments due Contractor.
400
14 5. Confidentiality
Contractor in the course of its duties may have access to confidential data of City, private individuals, or employees of the City. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Contractor without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon termination of this Agreement Contractor’s covenant under this section shall survive the termination of this Agreement.

6. Ownership of Work Product
All reports, documents or other written material developed by Contractor in the performance of this Agreement shall be and remain the property of City without restriction of limitation upon its use or dissemination by City. Such material shall not be subject of a copyright application by Contractor.

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