Agenda packet — Montebello City Council, June 14, 2023 (part 2 of 9)

Sr. Engineering Manager
Project Manager
Sr. Project Engineer
Project Engineer
Design Engineer II
Design Engineer I
LAUD Division Manager
LAUD Project Manager
Landscape Architect
Landscape Designer II
Sr. Project Accountant
Sr. Project Coordinator
On Point Land Surveying,
Inc.

Sub Mark-
Up
$361 $204 $177 $157 $135 $110 $246 $201 $141 $111 $176 $138 5%

1.0 Design Development

1.1 Project Management
Project Administration 8 4 4 4 6 14 40 $8,304 - $0 $8,304 Meetings (4 Including Kickoff) 8 8 8 6 6 36 $8,098 - $0 $8,098

1.2 Research and Investigation
Site Investigation 4 8 8 8 6 6 40 $6,924 - $0 $6,924 Research and Obtain Record Maps and As-builts 4 4 2 10 $1,450 - $0 $1,450

1.3 Project Survey
Topographic Survey Review 4 4 8 $1,168 - $0 $1,168 Supplemental Design Survey 4 4 8 $1,168 3,600 $180 $4,948

1.4 Utility Coordination
Utility A/B/C Letters, Utility Base Map, and Coordination 2 4 24 24 40 94 $12,946 - $0 $12,946

1.5 Conceptual Plans
Conceptual Median Layout Plans 4 8 16 60 88 $14,008 - $0 $14,008 Conceptual Irrigation Connection Plan and Plant List (2) 4 16 40 60 $7,680 - $0 $7,680 0 $0 - $0 $0
Subtotal Phase 1 26 32 16 56 104 40 14 0 30 46 6 14 384 $61,746 $3,600 $180 $65,526

2.0 PS&E Development

2.1 65% Planting and Irrigation Plans (8) and Cost Estimate 20 64 84 $9,924 - $0 $9,924

2.2 Project Plans (90% & Final)
Title Sheet(1) 2 8 20 30 $3,864 - $0 $3,864 Construction Notes (1) 2 8 20 30 $3,864 - $0 $3,864 Typical Sections (1) 1 2 12 30 45 $5,953 - $0 $5,953 Plan and Profile (10) 1"=20' 8 16 80 120 200 424 $56,912 - $0 $56,912 Curb Ramp Detail Sheet (2) 1"=10' 2 4 24 64 100 194 $24,946 - $0 $24,946 Signing and Stgriping Plans (3) 1"=40' 1 2 24 80 107 $13,337 - $0 $13,337 Irrigation and Planting Sheet (8) 1"=20' 40 120 160 $18,960 - $0 $18,960 Irrigation Detail Sheet (3) 8 20 28 $3,348 - $0 $3,348 Planting Detail Sheet (2) 8 16 24 $2,904 - $0 $2,904

2.3 Specifications 8 32 32 16 88 $16,696 - $0 $16,696

2.4 Quantity & Estimate 8 40 40 24 2 14 128 $22,404 - $0 $22,404 Quality Control (Tasks 2.2-2.4) 16 40 8 4 68 $15,388 - $0 $15,388

2.5 Bidding Support 2 4 6 12 4 8 36 $5,252 - $0 $5,252

2.6 Construction Support 2 8 24 24 12 16 86 $12,230 - $0 $12,230 0 $0 - $0 $0
Subtotal Phase 2 48 112 40 258 208 486 8 0 114 258 0 0 1532 $215,982 $0 $0 $215,982 TOTAL HOURS 74 144 56 314 312 526 22 0 144 304 6 14 1916 OTHER DIRECT COSTS $500 $0 $500
TOTAL COST $26,714 $29,376 $9,912 $49,298 $42,120 $57,860 $5,412 $0 $20,304 $33,744 $1,056 $1,932 $278,228 $3,600 $180 $282,008 Total MT
Cost
COST PROPOSAL FOR PROJECT SCOPE: Montebello - Paving The Way Program (Montebello Blvd from Los Angeles Avenue to Lincoln Avenue)
Subconsultants
TOTAL COST Total
Hours
1/25/2023

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Engineering Services Survey Services
Intern $47 ‐ $86 Survey Intern $59 ‐ $103
Technician $65 ‐ $130 Survey Technician $77 ‐ $120
Planner I $77 ‐ $110 Sr. Survey Technician $88 ‐ $172
Design Engineer I $91 ‐ $138 Surveyor $106 ‐ $155
Planner II $100 ‐ $130 Sr. Surveyor $121 ‐ $182
Sr. Technician $112 ‐ $172 Lead Survey Technician $118 ‐ $207 Design Engineer II $118 ‐ $161 Project Surveyor $147 ‐ $207 Project Engineer $139 ‐ $182 Sr. Project Surveyor $162 ‐ $224 Sr. Project Engineer $150 ‐ $216 Survey Manager $177 ‐ $258 Sr. Technical Engineer $150 ‐ $216 Sr. Survey Manager $203 ‐ $282 Project Manager $180 ‐ $244 Survey Division Manager $265 ‐ $378 Technical Lead $180 ‐ $244 ** Single Chief $144 ‐ $207
Sr. Project Manager $209 ‐ $313 ** Single Instrumentman $137 ‐ $182 Sr. Technical Lead $200 ‐ $313 ** Single Chainman $129 ‐ $179 Engineering Manager $265 ‐ $360 ** Apprentice $64 ‐ $152 Practice Area Leader $265 ‐ $360 ** 1 Person Field Crew $144 ‐ $207 Sr. Engineering Manager $295 ‐ $429 ** 2 Person Field Crew $273 ‐ $412 Principal $380 ‐ $478 ** 3 Person Field Crew $337 ‐ $591 Construction Management Services Project Support/Coordination Services Office Technician $59 ‐ $103 Project Assistant $65 ‐ $103 Office Engineer $103 ‐ $207 Technical Writer $62 ‐ $110 ** Asst. Resident Engineer $147 ‐ $283 Sr. Project Assistant $91 ‐ $130 ** Inspector ‐ CM $147 ‐ $283 Project Coordinator $88 ‐ $138 RE/Structural Representative $192 ‐ $343 Graphic Designer $94 ‐ $155 Project Manager ‐ CM $192 ‐ $310 Sr. Technical Writer $94 ‐ $169 Sr. Project Manager ‐ CM $206 ‐ $343 Project Accountant $94 ‐ $155 Area Manager ‐ CM $289 ‐ $447 Sr. Project Coordinator $118 ‐ $165 Division Manager ‐ CM $265 ‐ $343 Sr. Graphic Designer $106 ‐ $189 Sr. Project Accountant $147 ‐ $213
District Management Services Sr. Graphic Manager $133 ‐ $207 ** Inspector ‐ Apprentice $62 ‐ $100
** Inspector $91 ‐ $134 Urban Planning/Landscape Architecture Services ** Sr. Inspector $115 ‐ $158 Landscape Intern $44 ‐ $86 Assistant Sanitary Engineer $130 ‐ $175 Landscape Designer I $77 ‐ $110 Associate Sanitary Engineer $144 ‐ $207 Landscape Designer II $100 ‐ $130 Sanitary Project Engineer $144 ‐ $237 Landscape Architect $103 ‐ $189 Sr. Sanitary Project Engineer $183 ‐ $282 LAUD Project Manager $174 ‐ $237 Operations Manager $209 ‐ $313 Sr. LAUD Project Manager $206 ‐ $268 Deputy District Manager $259 ‐ $337 LAUD Division Manager $230 ‐ $271 District Manager‐Engineer $289 ‐ $357 Sr. LAUD Division Manager $242 ‐ $302 Grant Writing Services Special Services
Funding Specialist $140 - $148 Expert Witness $440 - $466 Sr. Funding Specialist $170 - $180 Strategic Consulting $440 - $466 Note: Additional Promotional Steps Exist within Various Rate Categories Reimbursables including, but not limited to:

Reproductions, Delivery and Filing Fees Cost Plus 5% Outside Consultant Fees Cost Plus 5% Mileage Per IRS Rate Survey Field Expenses Cost Plus 5% EXHIBIT A
Mark Thomas & Company, Inc. Rate Schedule
Expires June 30, 2023*
HOURLY CHARGE RATE RANGES
OTHER DIRECT COSTS
*Rates subject to escalation with new hourly rate schedule as of July 1, 2023 **These charge rates are subject to Prevailing Wage laws and Union contract. PAGE 1 OF 1

RATE SCHEDULE (W)

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Rate Schedule
Labor Classification
Hourly
Rate
Hourly
Rate
Hourly
Rate
Hourly
Rate
Hourly
Rate
2022 2023 2024 2025 2026
Principal $250 $258 $265 $273 $281
Principal Engineer $250 $258 $265 $273 $281
Project Manager $245 $252 $260 $268 $276
Project Engineer $221 $227 $234 $241 $248
Senior Construction Manager $205 $211 $217 $224 $231
Construction Manager $175 $180 $186 $191 $197
Senior Engineer $203 $209 $215 $221 $228
Senior Field Engineer / Inspector $170 $175 $180 $186 $191 Field Engineer / Inspector $155 $160 $164 $169 $174
Associate Engineer $155 $160 $164 $169 $174
Staff Engineer $140 $144 $148 $153 $157
Financial Analyst $128 $132 $136 $140 $144
Senior Designer / Senior CADD
Technician $110 $114 $117 $121 $124
Designer / CADD Technician $102 $105 $109 $112 $115
Assistant Engineer $101 $104 $107 $111 $114
Engineering Technician $93 $96 $99 $102 $105
Engineering Aide $79 $81 $84 $86 $89
Office Support $79 $81 $84 $86 $89
Data or Word Processing $77 $79 $81 $84 $86
AKM

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Staff
Year 1 Rate
(Fully Burdened Labor)
Year 2 Rate
at 3% Increase
Year 3 Rate
at 3% Increase
Principal-in-Charge 305.18$ 314.34$ 323.77$ Senior Project Manager 228.89$
235.75$ 242.83$
Project Manager 190.74$
196.46$ 202.36$
Deputy Project Manager 165.31$
170.27$ 175.38$
Creative/Tech Lead 165.31$
170.27$ 175.38$
Senior Project Coordinator 139.88$
144.07$ 148.39$
Senior Creative/Tech Coordinator 139.88$
144.07$ 148.39$
Project Coordinator 101.73$
104.78$ 107.92$
Creative/Tech Coordinator 101.73$
104.78$ 107.92$
Assistant Project Coordinator 71.21$

73.35$

75.55$

Arellano Associates Rate Schedule 2022

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90 RATE SHEET
Please see the following Fee schedule for personnel assigned to projects for the City of montebello.
• the above hourly rates are fully burdened or loaded, including full compensation for all overhead and profit. Billing rates shall include provision for normal office costs, including, but not limited to: office rental, utilities, insurance, cell phone or radio, equipment, normal supplies and materials, in-house reproduction services, and local travel costs.
• the proposed hourly rates are guaranteed for the duration of the contract. • the above rates apply to any additional services needed beyond the scope of work.

JOB TITLE HOURLY (NOT TO EXCEED)
Principal architect $160.00
Project manager $150.00
Project designer $125.00
senior designer $110.00
senior technical $100.00
draftsman/autoCad operator $95.00
Other Technical Staff $85.00
structural Engineer $150.00
mechanical Engineer $160.00
Electrical Engineer $160.00
“Other” Sub-Consultant $150.00
Clerical Staff $80.00
Prints $0.50/s.f.

BLACk O’DOwD AND ASSOCIATES , INC.

DBA BOA ARCHITECTURE
1511 Cota avENUE
LoNg BEaCh, Ca 90813
Ph: 562-912-7900
POINT-OF-CONTACT:

Edward Lok Ng, PrEsidENt
Lok.Ng@BoaarChitECtUrE .Com

CITY OF MONTEBELLO

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400 E Rincon St, Ste 202
Corona, CA 92879
Land Surveying – Pricing Proposal

Billing Rates
Project Classification/Title Straight Time Overtime
Principal In Charge $ 201.59 N/A
LS Project Manager $ 210.32 N/A
Survey Tech $ 134.39 $ 201.59 Certified Party Chief 1 $ 167.48 $ 251.22 Certified Party Chief 2 $ 154.04 $ 231.06 Party Chief $ 148.53 $ 222.80 Chainman $ 137.83 $ 206.75 Chainman App Step 1 $ 57.90 $ 86.85 Chainman App Step 2 $ 67.55 $ 101.33 Chainman App Step 3 $ 77.20 $ 115.80 Chainman App Step 4 $ 86.94 $ 130.41 Chainman App Step 5 $ 95.10 $ 142.65 Chainman App Step 6 $ 103.37 $ 155.06 Chainman App Step 7 $ 110.26 $ 165.39

We look forward to the opportunity to work with your firm. We are a Certified MBE SBE DBE firm and are a signatory to the Operating Engineers, Local 12 Labor Agreement.

Thank you for your consideration of this proposal. If you have any questions or would like additional information, please contact us at (909) 484-4200.

CL SURVEYING AND MAPPING, INC.

Lam Le LS 8231
DIR: 1000007166 Exp. 06/30/22
DBE 38284
President

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17800 Newhope Street, Suite B, Fountain Valley, California 92708  Tel: (714) 751-3826  Fax: (714) 751-3928

EARTH MECHANICS, INC.

SCHEDULE OF FEES
June 2022 – June 2023

Classification Hourly Billing Rate
Principals $300
Principal Engineers/Geologists $300
Senior Engineers/Geologists $225
Senior Project Engineers/Geologists $193
Project Engineers/Geologists $175
Senior Staff Engineers/Geologists $159
Staff Engineers/Geologists $133
Senior Technicians* $154
Technicians* $77
Administrative Assistants* $129

* Non-exempt staff subject to overtime pay per California law.

Reimbursable Expenses
Auto mileage is invoiced at IRS rate per mile. Other travel-related expenses, shipping, reproduction, express mails, supplies and other reimbursable expenses will be invoiced at cost.

Subcontractors
Consultants and other outside services will be invoiced at cost.

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Firm: GPA Consulting
Classification
Principal Environmental Planner 219.59$ (min) 334.93$ (max) Principal Architectural Historian 219.59$ (min) 334.93$ (max) Senior Associate Environmental Planner 159.69$ (min) 249.12$ (max) Senior Associate Architectural Historian 159.69$ (min) 221.44$ (max) Senior Associate Biologist 159.69$ (min) 221.44$ (max) Senior Environmental Planner 119.25$ (min) 179.92$ (max) Senior Architectural Historian 119.25$ (min) 179.92$ (max) Senior Biologist 119.25$ (min) 179.92$ (max) Senior GIS Analyst 119.25$ (min) 179.92$ (max) Associate Architectural Historian 97.27$ (min) 119.25$ (max) Associate Biologist 97.27$ (min) 119.25$ (max) Associate Environmental Planner 97.27$ (min) 119.25$ (max) Environmental Planner 59.87$ (min) 97.27$ (max) Biologist 59.87$ (min) 97.27$ (max) Architectural Historian, II 59.87$ (min) 97.27$ (max) Architectural Historian, I 58.13$ (min) 72.66$ (max) Project Coordinator 86.78$ (min) 119.25$ (max) Intern 55.36$ (min) 58.13$ (max)
Other Direct Costs to be billed At Costs
Postage/Delivery
Reproduction/Materials and Outside Copies
Travel (Airfare, Hotel, Rental Car)
Public Outreach Exhibits
Record Search
Permit/Filing Fees
Subconsultants
Mileage Costs - Billed as IRS Allowable
Fully Loaded Salary Rates
(Min - Max)

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Standard Fee Schedule
LIN Consulting, Inc.

Standard Fee Schedule for Year 2022 – June 30, 2023

STAFF LEVEL HOURLY RATE

Principal $ 215
Senior Project Manager $ 205
Project Manager $ 195
Senior Engineer $ 185
Assistant Project Manager $ 170
Project Engineer $ 145
Assistant Engineer $ 120
Technical Support $ 100
Administrative Support $ 65

The above rates are effective to June 30, 2023. After the date specified, the labor rates may be adjusted to compensate for labor adjustments and other increases in labor costs.

The cost of printing, mileage, mailing and other expenses incidental to the performance of the services are not included in the hourly rates of above listed hourly rate schedule.

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MONUMENT RIGHT-OF-WAY 2022 HOURLY RATE SCHEDULE Right of Way Management & Implementation Program Manager / Principal $250.00 per hour Senior Project Manager $180.00 per hour Senior Utility Project Manager $180.00 per hour ROW Project Manager / Utility Project Manager $155.00 per hour Utility Coordinator $105.00 per hour Senior Acquisition Agent / Senior Relocation Agent / Senior Analyst $125.00 per hour Acquisition Agent / Relocation Agent $105.00 per hour Project Coordinator / Researcher $90.00 per hour Project Support / Administrative Professional Staff $80.00 per hour Project Support Specialist $70.00 per hour The above hourly rates are exclusive of local travel/mileage, photocopying, first class postage and overnight courier service. These expenses including out-of-pocket expenses such as pre-approved travel and lodging, outside exhibit preparation, requested overnight courier or registered and/or certified mail (return receipt requested) charges, and specialty reproduction (unless otherwise specified) are in addition to the contract amount and will be charged at cost plus ten percent (+10%) for administration, coordination, and handling. Subcontracted services, other than those listed above, will be invoiced at cost plus ten percent (+10%). In the event Monument is required to perform any act in relation to litigation arising out of any project with the Client (for example, expert consulting, responding to a complaint, or proceeding with discovery and trial), such services are not part of this contract, nor are they part of our normal fees. If required, these types of services will be invoiced at two times the regular hourly rates. In the event this contract extends twelve (12) months beyond the initial date of execution, the hourly rates and any remaining amount in the contract shall be adjusted upwardly by five percent (5%) per annum, compounded annually, on the anniversary date of this contract. Written communication services in other languages would be an additional cost and would be billed separately based on quoted hourly rates by independent translation services. Verbal communication in Spanish, if necessary, will be included at no additional charge. Monument will submit monthly invoices for the professional and trade services rendered based on the hourly rate schedule provided above. The client shall promptly pay the uncontested amount due within no more than thirty (30) days after receipt of invoice. Upon completion of services, the remaining unbilled amount of the project balance shall become immediately due and payable.

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RATE SCHEDULE WORKSHEET
SOLICITATION NO. 22-8

TITLE OF SOLICITATION
City of Montebello On-Call Architectural and Engineering Design Services

NAME OF OFFEROR
TATSUMI AND PARTNERS, INC.

HOME OFFICE ADDRESS
49 DISCOVERY, SUITE 120, IRVINE, CA 92618

POINT OF CONTACT
NAME: BEVERLY KAWAMOTO
PHONE/EMAIL: 949-453-9901/[email protected] EMPLOYEE NAME CLASSIFICATION 2022 FULLY

LOADED RATE
David Tatsumi Senior Principal $288.42
Michael Aceves Senior Associate $177.91
Sambath Ork Senior Technical Staff $132.83
Jimmy Ogata Senior Designer $132.83
Weywantheawy Kang Technical Staff III $117.65
Kenton Quinn Technical Staff III $113.09
Alexa Miranda Flores Technical Staff I $92.60
Guadalupe Rodriguez Technical Staff I $92.60

REIMBURSABLES
GPS Tree Location Equipment As Needed: Rate/Day $123.91 Mileage 500 miles @ .585/mile $292.50

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W. G. ZIMMERMAN ENGINEERING, INC.

7812Edinger Avenue, Suite 302, Huntington Beach, CA 92647 T: 714-799-1700 | F: 714-333-4712 |www.wgze.com
City of Montebello | On-Call Architectural and Engineering Design Services Standard Hourly Rate Sheet
Classification Rate
Principal $ 240.00/Hr
Registered Traffic Engineer $ 240.00/Hr
Senior Project Manager (Registered) $ 236.00/Hr
Project Manager (Registered) $ 215.00/Hr
Senior Project Engineer (Registered) $ 209.00/Hr
Project Engineer $ 175.00/Hr
Senior Associate Engineer $ 155.00/Hr
Senior Design Engineer $ 148.00/Hr
Design Engineer $ 143.00/Hr
CADD Manager/Senior Designer $ 148.00/Hr
Microstation CADD/Technician $ 148.00/Hr
Administration/Office Support $ 99.00/Hr

Non-Labor Expenses
Mileage (local) Federal Rate¢ per Mile
Printing Cost plus 5%
Reproduction (Blue lines) Cost plus 5%
Other Expenses (such as sub-consultants,
outside services or special equipment needs) Cost plus 5% *The above rates will be held for the duration of the contract.

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ITEM # 10

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arlene Salazar, Assistant City Manager

BY: Nick Razo, Director of Human Resources

SUBJECT: ADOPT RESOLUTION NO. 23-40 APPROVING A COMPREHENSIVE

MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF

MONTEBELLO AND THE MONTEBELLO POLICE OFFICERS

ASSOCIATION

DATE: June 14, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Adopt Resolution No. 23-40 approving a tentatively agreed to comprehensive Memorandum of Understanding (MOU) between the City of Montebello (City) and the Montebello Police Officers Association (MPOA); and

2. Take such additional, related action that may be desirable.

FISCAL IMPACT:

The tentatively agreed to successor MOU includes annual cost-of-living adjustments (COLA) to base salary pay, adjustments and increases to longevity and education/certification incentive pay, and a “health and wellness” stipend. These items are individually costed and include the impact the increases to base pay and “PERS- able” incentives will have on CalPERS costs. The proposed MOU covers a one-year (1- year) period (July 1, 2023 – June 30, 2024) with costing estimates completed for this period.

The total increase in base salary and related costs over the 1-year period is approximately $1,053,856. This amount represents an increase to the projected base salary pay and incentive expenses for MPOA represented positions for the Fiscal Year 2023-24. Estimated fiscal impacts are included in the proposed Fiscal Year 2023-24 budget.

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CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 14, 2023

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BACKGROUND/DISCUSSION:

The City’s employees are represented by ten (10) different employee associations. Each employee association is comprised of specific job classifications, separated by miscellaneous/non-safety and safety positions (e.g., Fire and Police). Salaries, benefits, fringe benefits and other related items are detailed in comprehensive City Council approved Memoranda of Understanding, one for each association.

In August 2021, the City’s Administration and Human Resources Departments began preparing for labor negotiation sessions with the various associations for the period from January 1, 2022, to June 30, 2025. The goal for that round of MOU updates was to modernize some classifications (e.g., job titles) and bring salary ranges for all classifications to market within three years.

Beginning December 2021 through May 2022, the City held multiple labor negotiation sessions with the MPOA to discuss a successor MOU that incorporated the updated salary schedules and other adjustments to total compensation. The MPOA was provided ample time to review the City’s proposals, identify clarifying questions, and provide counter proposals. During the negotiation sessions, the City provided clarification responses and revised provisions that the MPOA provided to their membership for review and consideration. Findings from the Classification and Compensation Study completed in FY 2020-21 were also discussed to communicate the relative change in pay for each classification and explain the new comprehensive salary schedule. The City and the MPOA tentatively agreed to a comprehensive MOU that included the relevant provisions as follows:

• Salary increases in accordance with the Classification and Compensation Study • Education or Certification Incentive Pay
• Bilingual Pay
• Creation of Vacation, Sick, and Holiday Leave Accrual Banks

On June 8, 2022, the City Council adopted Resolution No. 22-37, approving a comprehensive MOU between the City and the MPOA (see Attachment A). The MOU was for a term retroactive to January 1, 2022, through June 30, 2023.

ENVIRONMENTAL:

N/A

ANALYSIS:

In January 2023, the City proactively began labor negotiation sessions with the MPOA approximately six months ahead of the current MOU expiration date of June 30, 2023.

By implementing comprehensive MOUs, the City is better positioned to recruit and retain the most qualified and resolute employees for all full-time equivalent classifications, including the MPOA classifications (e.g., Police Officer, Corporal, and Sergeant). As a full-service organization, the City depends on the experience, knowledge, and skills of the MPOA – individually and collectively – to maintain public safety, prevent and respond

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CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 14, 2023

Page 3 of 3 ends

to criminal activity, and ensure the well-being of residents and property within the City’s jurisdiction.

The City held multiple labor negotiation sessions and continued the meet and confer process with the MPOA over the past five months. The MPOA was provided time to review the proposed MOU terms, identify questions for clarification, and provide counter proposals with subsequent discussions held to analyze each proposal and counter proposal.

The City and the MPOA tentatively agreed to a comprehensive successor MOU that covers a 1-year period from July 1, 2023, through June 30, 2024, and includes the relevant provisions (see Fiscal Impact section) as follows:

• Salary increases in accordance with annual Cost-of-Living Adjustments (COLA) • Education or Certification Incentive Pay Increases • Longevity Pay Adjustments
• Military Incentive Pay
• Health and Wellness Stipend

SUMMARY:

Staff recommends that the City Council adopt Resolution No. 23-40 (see Attachment B) approving a tentatively agreed to comprehensive successor MOU, between the City and the MPOA, for the period from July 1, 2023, to June 30, 2024 (see Attachment C); and direct staff to take such additional related, action that may be desirable.

ATTACHMENT(S)

1. Attachment A - Reso No. 22-37 - MPOA MOU 2022-2023

2. Attachment B - Reso No. 23-40 - Approve MPOA MOU

3. Attachment C - Proposed MPOA MOU 2023-24

NEXT STEPS:

N/A

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APPENDIX A

City of Montebello, California
Policy & Procedures Manual

14 2.060.590 Bilingual Pay

Purpose
The purpose of this policy is to provide compensation guidelines for City employees that provide bilingual services to the residents and customers of the City of Montebello. This policy applies to only full-time employees.

Policy
It is the policy of the City to identify employees in positions designated as bilingual by the Director of Human Resources , that require, as a condition of employment, the performance of verbal and written bilingual skills, shall be entitled to Bilingual pay.

A. The City has identified and approved through demographical data the need for providing bilingual services in the following languages: Spanish, Russian, Chinese, Armenian, Korean, or Sign Language.

B. The Human Resources Department has identified and approved positions and level of required fluency in the second language that meet the operational needs of the City and its citizens.

C. The Human Resources Department shall contract with a third-party vendor to provide a testing system for compensating employees based on City needs.

Procedure
A. Employees must submit in writing a request to test for Bilingual Pay.

B. Employee must pass a bilingual proficiency test, in addition to any other job-related test requirement for a position.

C. Testing:

1. Bilingual proficiency will be determined by standardized competency test s contracted through a third-party vendor by Human Resources.

2. The Human Resources Department will communicate with the Department when an employee has passed the competency test, the employee’s

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APPENDIX A

City of Montebello, California
Policy & Procedures Manual

15 Department will submit a personnel action form for the incentiv e pay to begin on the 1st of the next month.

D. Compensation: Compensation shall be based on Bargaining Unit agreements:

Prior to May 2022:

Bargaining Unit Monthly Incentive
Montebello Firefighters’ Association $100
Montebello Fire Management Association $100
Montebello Police Officers’ Association $100
Montebello Police Management Association $100
Montebello Supervisors’ Association $80
Montebello Mid-Management Association $70
Montebello City Employees’ Association $80
Montebello Management Professionals’
Association
$80
Un-represented full-time $80

Effective July 1, 2022:

The Bilingual incentive will be based on the following criteria, and compensation for successfully passing an assessment for each (one language only):
o Speaking - $50.00 per month
o Writing - $50.00 per month
o Reading - $50.00 per month

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APPENDIX A

City of Montebello, California
Policy & Procedures Manual

16 A. Staff currently receiving the bilingual incentive do not have to test again, unless they want to upgrade to the new three -pronged criteria and earn the increased compensation as outlined above.

B. Bilingual incentive will be calculated into overtime compensation when applicable.

C. Bilingual incentive pay will be reported as Special Compensation to CalPERS as applicable.

D. Administration: The Human Resources Department is responsible for administering the Bilingual Pay Policy. The Human Resources Department responsibilities shall also include a periodic review and report on the number and location of positions designated as bilingual.

(Revised: 04/27/2022)

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APPENDIX B

City of Montebello, California
Policy & Procedures Manual

17 2.060.565 Bereavement Leave
Purpose
The purpose of this policy is to provide guidelines for the use of leave associated with bereavement of an immediate family member.

Policy
It is the policy of the City to provide “Bereavement Leave” to full-time city employees to attend to the details of, and to grieve the death of an immediate family member.

A. “Immediate family member” shall mean the employee’s parent, sibling, mother-in- law, father-in-law, spouse or registered domestic partner , child, grand parent, grandchild (including “Step” family members).

B. Full-time City employees shall be eligible to utilize up to 3 workdays /1-full fire safety personnel shift of bereavement leave annually, that will not be charged against their accrued annual or sick leave.

C. In the event more than one request for use of bereavement leave per annuum is requested by a full-time employee, their request to utilize up to 3 workdays/1-full fire safety personnel shift may be approved.

1. In this event, the affected employee shall utilize either annual or sick leave they have accrued.

2. If the affected employee does not have sufficient accrued hours banked, they may be granted the leave without pay.

D. Part-time employees may be granted bereavement leave without pay following the same criteria as that of full-time employees.

Procedure
A. It shall be the responsibility of the affected employee to immediately notify their immediate supervisor of the need to utilize bereavement leave.

1. The immediate supervisor shall complete the necessary documentation to facilitate the use of bereavement leave.

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APPENDIX B

City of Montebello, California
Policy & Procedures Manual

18 2. The immediate supervisor shall ensure the appropriate authorities are notified of the leave notification.

B. Upon return of the affected employee, any additional documentation an d signatures shall be obtained.

C. In the event additional hours are requested, the affected employee shall make the request in writing providing the reasons for such need.

1. Upon receiving the request for additional hours, the immediate supervisor shall forward the request to the appointing authority with their recommendation.

2. Use of accrued annual or sick hours shall be utilized for any additional hours requested above the allotted bereavement leave.

Montebello Fire Management Association 48 hours/1 shift (Fire Battalion Chief & Deputy Fire Chief)
30 hours (Fire Marshal)
Montebello Firefighters’ Association 48 hours/1 shift
Montebello Police Management
Association
30 hours
Montebello Mid-Management Association 30 hours
Montebello Supervisors Association 30 hours
Montebello Police Officers’ Association 30 hours
Montebello City Employees’ Association 30 hours
Montebello Management Professionals’
Association
30 hours
Non Represented Full Time 30 hours

(Revised: 04/27/22)

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

19 2.060.227 Longevity Pay

Purpose
The purpose for longevity pay is to recognize long -term service employees that work for the City of Montebello.

Policy
The City will pay the agreed upon amount for longevity pay as adopted by City Council.

Procedure
Each department will keep track of their employees’ d ates of service and eligibility for longevity pay. The department will issue a personnel action form to the Human Resources Department to reflect the start of eligibility and each increase to the longevity pay tier based on the employees’ collective bargaining agreement.

MONTEBELLO POLICE MANAGEMENT ASSOCIATION

A. For longevity purposes only, the following shall count as LAW ENFORCEMENT SERVICE:

a. For full- time City of Montebello employees who are in either the MPMA unit or the MPOA unit as of July 1, 2019, all continuous service as an active, full -time City of Montebello law enforcement department member, whether sworn or unsworn, plus any verifiable prior lateral s continuous service as an active, full -time sworn police, police supervisory, or police management unit member, shall count toward years of longevity.

b. For MPMA unit members who join the MPMA unit on or after July 1, 2019 without prior continuous service as an active, full -time City of Montebello law enforcement department member, only verifiable prior lateral continuous service as a full - time sworn

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

20 police, police supervisory, or police management unit member s hall count toward years of longevity.

B. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4. A., beginning with the first pay period of the seventh (7th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing throug h the completion of the unit member's 11 th year of continuous, aggregate active LAW ENFORCEMENT SERVICE, an MPMA unit member shall receive 4% of his/her B ase Salary as Longevity Pay (which shall be reported to CalPERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time (i.e. service time cannot count twice for overlapping time periods).

C. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4.A., beginning with the first pay period of the twelfth (12th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing through the completion of the unit member's 19th year of continuous, aggregate active LAW ENFORCEMENT SERVICE, an MPMA unit member shall receive 7% of his/her Base Salary as Longevity Pay (which shall be reported to CalPERS as special pay) in addition to the unit member' s Base Salary. Aggregate active service time shall not include any overlapping service time (i.e. service time cannot count twice for overlapping time periods).

D. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4.A, beginning with the first pay period of the twentieth (20 th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and contin uing through the completion of the unit member' s 25th year of continuous, aggregate active LAW ENFORCEMENT SERVICE, an MPMA unit member shall receive 10% of his/ her Base Salary as Longevity Pay (which shall be reported to CalPERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time i.e. service time cannot count twice for overlapping time periods).

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

21 E. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4.A , beginning with the first pay period of the twenty sixth (26th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing through the MPMA unit member's remaining years of full - time City MPMA unit service, an MPMA unit member shall receive 13% of his/ her Base Salary as Longevity Pay (which shall be reported to Ca1PERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time (i.e. service time cannot count twice for overlapping time periods).

MONTEBELLO FIRE MANAGEMENT ASSOCIATION

Effective the first (1st) full pay period after MOU adoption, for full -time City of Montebello employees who are in the MFMA unit, all continuous service as an active, full -time City of Montebello fire service sworn, plus any verifiable prior Lateral continuous service with another fire service agency as an active, full-time sworn firefighter, firefighter paramedic, fire engineer, fire captain, or fire battalion chief shall count toward years of longevity.

Effective the first (1st) full pay period after MOU adoption, Longevity pay shall consist of:

A. A (4%) base salary increase at the completion of five (5) years aggregate active service as a full-time City of Montebello sworn fire personnel unit member which the unit member shall continue to receive through the completion of the unit member's 10th year.

B. The (4%) base salary increase shall be increased to a (7%) base salary increase at the completion of ten (10) years aggregate active service as a full-time City of Montebello sworn fire personnel unit member which the unit member shall continue to receive through the completion of the unit member's 15th year.

C. The (7%) base salary increase shall be increased to a (10%) base salary increase at the completion of fifteen (15) years aggregate active service as a full - time City of

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

22 Montebello Sworn personnel unit member which the unit member shall continue to receive through the completion of the unit member's 20th year.

D. The (10%) base salary increase shall be increased to a (13%) base salary increase at the completion of twenty (20) years aggregate active service as a full -time City of Montebello sworn personnel unit member which the unit member shall continue to receive for the unit member's remaining years of full - time City sworn personnel unit member service.

MONTEBELLO MID-MANAGEMENT ASSOCIATION

A. Beginning the first pay period after June 26, 2019, each MMMA unit member with ten (10) years of aggregate full- time City service shall be eligible for longevity pay. Longevity pay shall consist of a base salary pay increase at the following eligibility benchmarks and shall not be cumulative:

After 10 years of full- time service 1. 5 % base salary increase After 15 years of full- time service 2. 5 % base salary increase After 20 years of full- time service 3. 5 % base salary increase After 25 years of full-time service 5. 0 % base salary increase

B. A one and half (1.5%) percent base salary increase at the completion of ten (10) years of aggregate full-time City service which the unit member shall continue to receive through the completion of the unit member's 14th year.

C. A two and a half (2.5%) percent base salary increase at fifteen (15) years of aggregate full-time City service which the unit member shall continue to receive through the completion of the unit member's 19th year.

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

23 D. A three and a half (3. 5%) percent base salary increase at twenty (20) years of aggregate fulltime City service which the unit member shall continue to receive through the completion of the unit member's 24th year.

E. A five (5.0%) percent base salary increase at twenty five (25) years of aggregate full - time City service and the unit member shall continue to receive thereafter.

MONTEBELLO SUPERVISORS’ ASSOCIATION

A. Beginning the first pay period after May 15, 2019, each MSA unit member with ten (10) years of aggregate full- time City service shall be eligible for longevity pay. Longevity pay shall consist of a base salary pay increase at the following eligibility benchmarks and shall not be cumulative:

C. A two and a half (2.5%) percent base salary increase at fifteen (15) years of aggregate full- time City service which the unit member sha ll continue to receive through the completion of the unit member's 19th year.

D. A three and a half (3. 5%) percent base salary increase at twenty (20) years of aggregate full- time City service which the unit member shall continue to receive through the completion of the unit member's 24th year.

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

24 E. A five (5.0%) percent base salary increase at twenty five (25) years of aggregate full - time City service and the unit member shall continue to receive thereafter.

MONTEBELLO CITY EMPLOYEES’ ASSOCIATION

A. Beginning the first pay period after April 22, 2019, each MCEA unit member with ten (10) years of aggregate full- time City service shall be eligible for longevity pay. Longevity pay shall consist of a base salary pay increase at the following eligibility benchmarks and shall not be cumulative:

After 10 years of full- time service 1.5 % base salary increase After 15 years of full- time service 2.5 % base salary increase After 20 years of full- time service 3.5 % base salary increase After 25 years of full-time service 5.0 % base salary increase

C. A two and a half (2.5%) percent base salary increase at fifteen (15) years of aggregate full- time City service which the unit member shall continue to receive through the completion of the unit member's 19th year.

D. A three and a half (3. 5%) percent base salary increase at twent y (20) years of aggregate full-time City service which the unit member shall continue to receive through the completion of the unit member's 24th year.

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

25 E. A five (5.0%) percent base salary increase at twenty five (25) years of aggregate full - time City service and the unit member shall continue to receive thereafter.

MONTEBELLO FIREFIGHTERS’ ASSOCIATION

For longevity purposes only, the following shall count as LATERAL SWORN FIRE SERVCE:

For full-time City of Montebello employees who are in the MFA unit all continuous service as an active, full-time City of Montebello fire service sworn, plus any verifiable prior Lateral continuous service with another fire service agency as an activ e, full -time sworn firefighter, firefighter paramedic, fire engineer, or fire captain shall count toward years of longevity.

Each unit member with five (5) years aggregate service as a full-time sworn Fire Service unit member shall be eligible for longevity pay. Thereafter, each unit member who attains five (5) years aggregate service as a full-time firefighter shall be eligible for longevity pay.

Longevity pay shall consist of:

Effective the first (1st) full pay period after MOU adoption, Longevity pay shall consist of:

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

26 C. The (7%) base salary increase shall be increased to a (10%) base salary increase at the completion of fifteen (15) years aggregate active service as a full - time City of Montebello Sworn personnel unit member which the unit member shall continue to receive through the completion of the unit member's 20th year.

MONTEBELLO POLICE OFFICERS’ ASSOCIATION

Current longevity rates, and definitions of qualifying law enforcement service for purpose of longevity, shall be modified as follows, effective July 1, 2019:

A. For longevity purposes only, the following shall count as LAW ENFO RCEMENT SERVICE:

a. For full - time City of Montebello employees who are in the MPOA unit as of July 1, 2019, all continuous service as an active, full - time City of Montebello law enforcement department member, whether sworn or unsworn, plus any verifiabl e prior lateral continuous service as an active, full -time sworn police, police supervisory, or police management unit member, shall count toward years of longevity.

b. For MPOA unit members who join the MPOA unit on or after July 1, 2019 without prior continuous service as an active, full-time City of Montebello law enforcement department member, only verifiable prior lateral continuous service as a full- time sworn police, police supervisory, or police management unit member shall count toward years of longevity.

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

27 B. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4. A. beginning with the first pay period of the seventh (7th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing through the c ompletion of the unit member's 1 1th year of continuous, aggregate active LAW ENFORCEMENT SERVICE, an MPOA unit member shall receive 4% of his/her Base Salary as Longevity Pay (which shall be reported to CalPERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time (i.e. service time cannot count twice for overlapping time periods).

C. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4. A., beginning with the first pay period of the twelfth (12th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing through the completion of the unit member’s 19 th year of continuous, aggregate active LAW ENFORCEMENT SERVICE, an MPOA unit member shall receive 7% of his/ her Base Salary as Longevity Pay (which shall be reported to CaIPERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time (i.e. service time cannot count twice for overlapping time periods).

D. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4.A, beginning with the first pay period of the twent ieth (20th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing through the completion of the unit member's 25th year of continuous, aggregate active LAW ENFORCEMENT SERVICE, an MPOA unit member shall receive 10% of his/ her Base Salary as Longevity Pay (which shall be reported to CalPERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time i.e. service time cannot count twice for overlapping time periods).

E. Considering the definition of LAW ENFORCEMENT SERVICE in paragraph 4.A, beginning with the first pay period of the twenty sixth (26th) year of continuous, aggregate active LAW ENFORCEMENT SERVICE, and continuing through the unit member's

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

28 remaining years of full-time City MPOA unit service, an MPOA unit member shall receive 13% of his/her Base Salary as Longevity Pay (which shall be reported to CaIPERS as special pay) in addition to the unit member's Base Salary. Aggregate active service time shall not include any overlapping service time (i.e. service time cannot count twice for overlapping time periods).

FULL-TIME NON-REPRESENTED EMPLOYEES
MONTEBELLO MANAGEMENT PROFESSIONALS’ ASSOCIATION

A. Effective April 28, 2019, each non -represented full-time employee with ten (10) years of aggregate full -time City service shall be eligible for longevity pay.

Longevity pay shall consist of a base salary pay increase at the following eligibility benchmarks and shall not be cumulative:

After 10 years of full- time service 1.5 % base salary increase After 15 years of full- time service 2.5 % base salary increase After 20 years of full- time service 3.5 % base salary increase After 25 years of full-time service 5.0 % base salary increase

D. A three and a half (3. 5%) percent base salary increase at twenty (20) year s of aggregate fulltime City service which the unit member shall continue to receive through the completion of the unit member's 24th year.

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APPENDIX C

City of Montebello, California
Policy & Procedures Manual

29 E. A five (5.0%) percent base salary increase at twenty five (25) years of aggregate full - time City service and the unit member shall continue to receive thereafter.

(Revised: 04/27/2022)

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APPENDIX D

City of Montebello, California
Policy & Procedures Manual

30 2.060.517 Education Reimbursement Program

Purpose:

To define who and under what circumstances City employees may receive education reimbursement and to outline the procedure by which reimbursement may be obtained.

Policy:

A. Applications for education reimbursement must be from full -time, non -temporary, employees of the City. (Probationary employees will be considered eligible.) B. Course(s) selected must be of such a nature that it benefits the City and better enables the employee to carry out present duties and will prepare the employee for increased responsibilities and/or promotion. (An employee seeking a college degree will be eligible for reimbursement for those courses that qualify them for such degree.

However, the declared major must have reasonable relevance to the job.) C. Courses other than those qualifying for reimbursement under paragraph B may be approved for reimbursement under this policy with the prior approval of the Director of Human Resources and the City Administrator upon submission of justification by the Appointing Authority. However, costs associated with non -classroom thesis production courses are not subject to reimbursement.

D. Employees desiring reimbursement must attend such courses on their own time after work hours and must complete the course with a passing grade of at least "C" or equivalent.

E. Reimbursement will be made for tuition at rates specif ied in H below, books, fire certification, lab fees, and all other fees required to take a class or classes. Student body fees will be included; however, parking fees are excluded from reimbursement.

F. Should an employee separate from the City's service within one year after beginning any course reimbursed by the City, the cost of such course will be deducted from the employee's last paycheck. The Director of Human Resources shall be responsible for informing the Finance Department of any such amounts to be deducted.

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APPENDIX D

City of Montebello, California
Policy & Procedures Manual

31 G. Approval will be limited to courses taken at accredited universities, state colleges and community colleges, approved correspondence courses, high school and adult education, technical and vocational schools.

H. Employees may attend any accredited or other institution approved by the City Manager or designee. However, education reimbursement rates are based on current California State University rates. A cap of $1,500 per fiscal year will be granted to each eligible employee, with the exception of members of the Montebello Police Officers’ Association who’s members have an annual maximum of $2,000.

I. Employees scheduled by the City to take specialized courses or special seminars on work time will not be subject to the requirements of this policy.

Procedure:

A. In order for an employee to be eligible to receive reimbursement for tuition, fees and books, or fire certification by the State Fire Marshal, he/she must acquire prior approval of the course(s) from the Department Head, the Director of Human Resources and City Manager by submitting the Course Approval Form. This form shall be returned to the Department Head upon approval by the Director of Human Resources and the City Manager.

B. Upon receiving verification of enrollment and grade or certification, with receipts for tuition and books or for fire certification, the Department Head will submit the Educational Reimbursement Application to the Director of Human Resources with the approved Course Approval Form and a Request to Issue a Warrant made out to the employee receiving the reimbursement. Documentation must be submitted within two months of class completion.

C. Upon timely receipt of these materials, the Director of Human Resources shall have the responsibility for processing the claim for reimbursement.

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APPENDIX D

City of Montebello, California
Policy & Procedures Manual

32 (Prior Policy #V-B-25, 07/01/73; AUTHORITY: C/ADMIN)

(Revised: 07/28/21)

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APPENDIX E

City of Montebello, California
Policy & Procedures Manual

32 2.060.504 Employee Compensation and Benefits

Purpose
Is to provide a description of the City’s employee compensation and benefits packages.

Policy
It is the policy of the City to recognize the significant role that its workforce plays in fulfilling its public service mission. The City recognizes that maintaining a competitive compensation system is critical to its goal of delivering public services to its citizens.

Therefore, the City strives to provide compensation for its employees to attract qualified applicants, retain employees who are equally committed to public service, and motivate employees to maintain the highest standards of performance.

A. With this goal in mind, the City shall compensate employees in accordance with decisions made by Council as budgets are set. Pay for positions are subject to the annual budgetary process and current employee organization MOU’s; and as such, may be subject to increase, reduction, or status quo maintenance for fixed time periods.

B. TOTAL COMPENSATION PHILOSOPHY: The City is committed to providing a range of public services to its citizens by fostering an environment that embraces respect for the worth of each employee and to pursue the same towards its total compensation package that includes salary and benefits. The City’s philosophy is consistent across units with practices that may differ to meet the unique needs of division, department, employee classific ations and performance. The City’s total compensation package is guided by the following principles:

1. The City’s total compensation package shall be reviewed against appropriately defined labor markets.

2. The City’s total compensation package shall comply with all applicable state and federal laws.

3. Salaries are managed through a simple, clear program that is consistent with the City’s strategic and organizational objectives.

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APPENDIX E

City of Montebello, California
Policy & Procedures Manual

33 C. The Council reserves the right to make budget adjustments, and consequently direct pay adjustments during the budget year in order to manage their fiscal responsibilities or deal with unforeseen circumstances that justify or require changes to City expenditures.

Procedure
A. Compensation (Salary) Schedules: All employee classifications shall receive a salary that is approved by City Council resolution each fiscal year.

B. Benefits: In coordination with employee organizations MOU’s, funding abilities, state and federal laws, and the City’s total compensation philosophy, the following benefits are afforded to the full-time employees of the City of Montebello:

C. HEALTH INSURANCE THROUGH PEMHCA
a. The City and the Association agree to contract for health benefits coverage through the Public Employees’ Retirement System under the Public Employees’ Medical Health Care Act (PEMHCA) Section 22751 et seq. of the Government Code.

D. HEALTH INSURANCE CITY CONTRIBUTION
a. Effective March 27, 2008, the City will contribute the following amounts toward full-time employees’ medical, dental & vision insurance:

COVERAGE TOTAL CITY

CONTRIBUTION)
1 Party Full coverage
2 Party $840.00
3 Party $1,090.00

b. Part-time employees who have become eligible for CalPERS membership and have worked 1000 hours in a fiscal year:

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APPENDIX E

City of Montebello, California
Policy & Procedures Manual

34 i. The contribution toward hourly EE's insurance who were eligible before 7/1/92 will be at the rate needed to fully pay 1 party coverage in the plan selected by the EE. For hourly EE who became eligible for insurance on or after 7/1/92 the City contribution toward the insurance package will be at the rate needed to pay 50% of one party coverage in the plan selected by the employee. [Res. 97-109] E. Medical Insurance Opt-out Incentive
a. An opt-out incentive is afforded to full -time and those hourl y employees, who have benefits and were hired prior to 8/11/92, who decline the City's medical, dental and vision insurance package.
b. Proof of medical coverage elsewhere will be required annually to continue participation in the cash incentive program.
c. The monthly Medical Insurance Opt-Out incentive is $350.00 d. The monthly Medical Insurance Opt-Out incentive shall be computed when calculating overtime as applicable.
e. The monthly Medical Insurance Opt -Out incentive shall be reported as Special Compensation to CalPERS as applicable.
f. Employees who have an alternative source of health insurance must provide minimum essential health coverage pursuant to the U. S. Patient Protection and Affordable Care Act ( ACA), and cover both the employee and all individuals in t he employee' s expected tax family, if any. During open enrollment or as otherwise required by the City, the employee must each year provide the City with an attestation or other reasonable documentation, subject to the City's approval confirming such alte rnate coverage. According to the ACA, the City must not make payment if the City knows that the employee or family member does not have the alternative coverage.

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APPENDIX E

City of Montebello, California
Policy & Procedures Manual

35 (Revised: 03/21/95; 07/28/21)

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APPENDIX F

City of Montebello, California
Policy & Procedures Manual

36 2.060.528 Education Incentive Pay

Purpose
The Education Incentive Pay program rewards employees who take the initiative to increase their job worth by gaining job-related knowledge, behaviors, and personal and professional skills to significantly enhance their value to their department and the City.

Policy
The City will pay the agreed upon amount for education as agreed upon by City Council resolution.

Procedure
The department will issue a personnel action form to the Human Resources Department to reflect the start of eligibility and the monthly amount based on the employees’ collective bargaining agreement.

MONTEBELLO POLICE MANAGEMENT ASSOCIATION

The City agrees to provide education incentive pay as follows:

Degree or Certificate Compensation
A.A. or Intermediate POST $300/month
B.A./B.S. or Advanced POST $500/month

The above education incentive pay shall not be compounded if an employee holds more than one of the above qualifying degrees or POST (Peace Officer Standards and Training) certificates.

Instead, the total amount of educational incentive pay for possessing any of the above qualifying degrees or certificates shall be capped at the amount associated with the highest qualifying degree or certificate possessed.

The City also agrees to establish a supplemental educational incentive pay for those employees that possess a supervisory or management POST certificate as follows:

Supervisory Certificate $250/month
Management Certificate $250/month

This supplemental educational incentive pay for possessing a supervisory and/or management POST certificate shall be in addition to any educational incentive pay earned for possessing one of the qualifying degrees or POST certificates as set forth above.

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APPENDIX F

City of Montebello, California
Policy & Procedures Manual

37 MONTEBELLO FIRE MANAGEMENT ASSOCIATION

Effective the first pay period after MFMA ratification and City Council adoption of this MOU, the City agrees to provide an education incentive to unit members as follows and such incentives shall supersede and replace previous education incentives provided to unit members:

A. $ 250/ month for Firefighter 1 Certificate or AA/AS or 60 units B. $ 400/ month for Firefighter II Certificate or BA/ BS or 120 units C. $ 600/ month for Company Officer Certificate

The aforementioned education incentives shall not be stackable or cumulative. The unit MFMA member is entitled to a maximum of one education incentive at a time.

MONTEBELLO POLICE OFFICERS’ ASSOCIATION

The City agrees to provide education incentive pay as follows:

Degree or Certificate Compensation
A.A. or Intermediate POST $300/month
B.A./B.S. or Advanced POST $500/month

POST Supervisory Certificate $250/month

The above educational incentive pay shall not be compounded if an employee holds more than one of the above qualifying degrees or POST (Peace Officer Standards and Training) certificate.

Instead, the total the total amount of educational incentive pay for possessing any of the above qualifying degrees or certificates shall be capped at the amount associated with the highest qualifying degree or certificate possessed.

The City also agrees to establish a supplemental educational incentive pay for those employees that possess a supervisory POST certificate in the amount of $250/month. This supplemental educational incentive pay for possessing a supervisory POST certificate shall be i n addition to any educational incentive pay earned for possessing one of the qualifying degrees or certificates as set forth above.

MONTEBELLO FIREFIGHTERS’ ASSOCIATION

The City agrees to provide an education incentive to unit members as follows and such incentives shall supersede and replace previous education incentives provided to unit members:

A. $250/month for Firefighter I Certificate or AA/AS or 60 units B. $400/month for Firefighter II Certificate or BA/BS or 120 units C. $600/month for Company Officer Certificate

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APPENDIX F

City of Montebello, California
Policy & Procedures Manual

38 The aforementioned education incentives shall not be stackable. The unit member is entitled to a maximum of one education incentive at a time.

MONTEBELLO CITY EMPLOYEES’ ASSOCIATION

MONTEBELLO MID-MANAGEMENT ASSOCIATION
MONTEBELLO SUPERVISORS’ ASSOCIATION
MONTEBELLO MANAGEMENT PROFESSIONALS’ ASSOCIATION

UNREPRESENTED FULL-TIME EMPLOYEES

Full-time employees in the MCEA, MMMA, MSA, MMPA AND Unrepresented Full-time employees will receive an education incentive based on the highest completed degree. Degree incentive is not stackable.

Bachelor’s Degree $200.00 per month
Master’s or Doctoral Degree $400.00 per month

Education Incentive pay will commence on the 1st day of the next month after submitting proof of Education to their department. The unit member’s department will submit a personnel action form to Human Resources for the education incentive pay to be added to the member’s salary.

(Revised: 05/25/2022)

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The following directive will be effective August 21, 2016.

Any previous memo, directive, or
order issued by any member of this department (past or present) on the topic of “beat
minimums, staffing levels, or otherwise pertaining to the amount of patrol personnel on-duty ”
is hereby countermanded.

This memo supersedes any previous memo, directive or order that addressed or addresses “beat minimums, staffing levels, or otherwise pe
rtaining to the amount of patrol personnel on-
duty”
and will remain in force until such time the chief of police determines otherwise.

Purpose:

The purpose of this directive is to establish a guideline in determining desired and mandatory staffing allocation in patrol to meet the needs of the community and the department.

Ultimately the long-term goal is to implement policy to address our staffing needs not only in patrol
but throughout the department (see strategic goals below).

Background:

Traditionally our department has not used the extensive data available to determine appropriate staffing levels or deployment needs.

As we move forward it is the goal of the Department to formalize staffing levels based on workloa
d-based models including peak workload data that has been studied and proven to be the best approach to make staffing decisions.

We are in the process of analyzing our
department’s
data in order to effectively deploy
personnel. This is the first step in formalizing our staffing needs by issuing this directive for short term staffing needs.

The below test model with the addition of SPU and other adjustments to special unit assignments will help us better determine our patrol staffing needs in the future.

Additionally the manner in which calls for service (CFS) are assigned and when they are assigned needs to be examined. For this purpose this directive will address the watch commander’s responsibility when determining when discretionary self -initiated activity should
be limited to emergency observations only with the emphasis of patrol personnel remaining available for emergency calls for service.

EX
HIBIT
B

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Strategic Goals:

The goal of implementing the peak workload staffing approach and specialized unit staffing is to provide the most effective possible response to law enforcement emergencies, neighborhood problems and traffic enforcement. This approach to calls for service facilitates problem solving, provides a concentration of personnel in neighborhoods experiencing higher crime levels, and allows significant flexibility in deploying available resources to address emerging crime trends.

The five strategic goals listed are the framework for this plan and future direction of the department.


Reduce Residential and Commercial Burglaries


Reduce Grand Theft Auto


Reduce Violent Crime


Decrease Traffic Collisions


Decrease Calls for Service related to the Mentally Ill and Homeless

Short term staffing directive:

As we continue to study and analyze information it is the direction of the Chief of Police to establish two methods of determining the staffing levels in patrol for the short term. These staffing levels are determined by information available to us now and will more likely change as we move forward.

Both methods have been determined by a number of factors including but not limited to; days and times of the week/month/year that through preliminary research and analysis show an increase or decrease in field activity; anticipated increase in field activity due to special events; certain holidays, or other activity that one can reasonably anticipate an increase in field activity may occur; [and] the amount of sworn able bodied personnel on-duty and in the City at any given time.

The two levels are desired “soft” staffing levels and mandatory “hard” staffing levels.

Desired
“soft”
staffing levels:

Desired
“soft” staffing levels are the optimal amount of personnel deemed appropriate but not necessaril
y
deemed mandatory to meet the needs of the community and the department.

As on
e will notice at any given time there is the potential to have anywhere from a
minimum of
eight patrol personnel, including field supervisor and watch commander, to fourteen field EX
HIBIT
B

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EX
HIBIT
B
personnel including the above and special assignments not including detectives, narcotics and

other sworn personnel on-duty at any given time.

The desire
d “soft” staffing levels are described as follows:


Team One

- six (6) patrol personnel not including field supervisors, watch commanders,

and special assignments (SPU, Mental Illness Officer, Traffic); 

Team Two - six (6) patrol personnel not including field supervisors, watch commanders,

and special assignments (SPU, Mental Illness Officer, Traffic); 

Team Three - six (6) patrol personnel not including field supervisors, watch

commanders, and special assignments (SPU, Mental Illness Officer, Traffic); 

Team Four - seven (7) patrol personnel on Thursdays and eight (8) on Fridays and

Saturdays not including field supervisors, watch commanders, and special assignments

(SPU, Mental Illness Officer, Traffic).

The watch commander shall have the discretion, based on the needs of the community and the

department, to increase staffing levels on a case by case basis. This could include ordering in

additional personnel if necessary.

The watch commander should determine if the

augmentation of on-duty special assignment personnel is sufficient personnel for emergency

use.

Using special units to supplant patrol to meet soft staffing levels is not permitted unless

approved by the duty chief.

Mandatory “
Hard
”

staffing levels:

Mandatory “h
ard
”

staffing levels are the amount of patrol personnel deemed appropriate and

necessary to meet the needs of the community and the department.

The Mandatory “
hard
”

staffing levels for patrol personnel are described as follows:

Team One


Monday - Wednesday four (4) patrol personnel not including field supervisors, watch

commanders, and special assignments (SPU, Mental Illness Officer, Traffic) 

If no special assignment personnel are on-duty this number increases to five (5) 

Sunday five (5) patrol personnel, not including field supervisors, watch commanders,

and special assignments (SPU, Mental Illness Officer, Traffic)

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EX
HIBIT
B
Team Two


Monday - Wednesday four (4) patrol personnel not including field supervisors, watch

commanders, and special assignments (SPU, Mental Illness Officer, Traffic) 

If no special assignment personnel are on-duty this number increases to five (5) 

Sunday five (5) patrol personnel, not including field supervisors, watch commanders,

and special assignments (SPU, Mental Illness Officer, Traffic) Team Three


Wednesday - Friday four (4) patrol personnel not including field supervisors, watch

commanders, and special assignments (SPU, Mental Illness Officer, Traffic) 

If no special assignment personnel are on-duty this number increases to five (5) 

Saturday five (5) patrol personnel, not including field supervisors, watch commanders,

and special assignments (SPU, Mental Illness Officer, Traffic) Team Four


Thursday five

(5) patrol personnel not including field supervisors, watch commanders,

and special assignments (SPU, Mental Illness Officer, Traffic) 

If no special assignment personnel are on-duty this number increases to six (6) until 0200 hours


Friday - Saturday six (6) patrol personnel not including field supervisors, watch

commanders, and special assignments (SPU, Mental Illness Officer, Traffic) 

If no special assignment personnel are on-duty this number increases to seven (7)

until 0400 hours
When four patrol personnel are deployed on these teams the call signs and geographical

coverage will change from beat assignments (A through F) to district assignments (1 through 4) based on our district Policing Model.

To distinguish from beat assignment to district assignments the call signs for each district will

be designated by team (Team 1,2,3, or 4) the letter Z-Zebra and the applicable district (1,2,3,or

4). For example; team 1 district 1 call sign will be 1Z1, team 1 district 2 call sign will be 1Z2 and

so on.

The watch commander shall have the discretion, based on the needs of the community and the

department, to increase staffing levels on a case by case basis. This could include ordering in

additional personnel if necessary. The watch commander should determine if the

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EX
HIBIT
B
augmentation of on-duty special assignment personnel is sufficient personnel for emergency

use.

In the event the “hard” minimums indicated above are not met due to unanticipated vacancies

the watch commander shall order other available patrol personnel to work to meet the hard

minimums.

Special unit personnel shall not be used to supplant patrol personnel to meet hard minimums

unless approved by the duty chief.

Maximum staffing and tactical deployments:

The following holidays and events are considered maximum staffing days with no time off

guaranteed for on-duty personnel and all off duty patrol personnel are subject to working

mandatory overtime based on departmental staffing needs (this list does not exclude other days being identified as maximum staffing days based on departmental needs):


New Year’s Eve


Armenian Commemoration Events typically April 22, 23, and 24 th
.


July 4
th


City 5K and Parade typically in the month of October.


Hearts of Compassion Food Distribution (one Saturday in November and one Saturday in

December)


Christmas at the Cannon, December 24
th
Each maximum staffing day will be identified on the bid list for the shift affected. When bidding

for a team staff should consider the above and plan appropriately.

Requesting time off:

It is the goal of this department to afford time off to those requesting with notice.

Notice will be defined as follows: Time off request should be submitted no later than 72 hours

prior to the requested day(s) off.

Request within less than 72 hour notice will be determined on a case by case basis by the on-duty watch commander.

Overtime to cover requests within less than 72 hour notice will not be permitted unless

approved by the duty-chief.

Extended time off, three or more consecutive days, should be submitted at least one month in

advance. In most instances vacation time will be granted excluding those requests falling on, near,

or during maximum staffing events described above.

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EX
HIBIT
B
Calls for Service:

The watch commander has the discretion to determine when any call for service should be held

until sufficient patrol personnel are available. Likewise the watch commander may determine

that self-initiated discretionary activity be reserved for emergency action only when staffing

levels do not permit for such discretionary activity.

Response time to the highest priority call must still remain as rapid as possible, which include

those that pose danger to the lives of citizens and/or police officers and present the opportunity to arrest an alleged offender.

Response times are not exclusively staffing driven. Balancing patrol district to minimize travel

distances, and hence response times, allows for maximizing rapid response while controlling

staffing.

Call prioritization is crucial in achieving response time goals. The proper priority classification

and assignment of calls can eliminate unnecessary high speed responses. The goal is to provide

the quickest and safest response time to all calls for service, providing the service excellence for

the safety of our community.

When the watch commander determines there are not sufficient units available for self- initiated discretionary activity he or she should notify communications to inform patrol staff of

such. Communications should notify patrol personnel to remain 10-8 until further notice.

When patrol personnel are informed to remain 10-8 no unit should commit themselves to any

activity unless it is an emergency. This includes going out of service for breaks.

Special Problems Unit:

The Special Problems Unit
’s

(SPU) focus is on crime prevention and control. Their duties range

from assisting the community with on-going concerns, proactive enforcement, assisting

detectives and special projects. Officers utilize a variety of enforcement strategies including

marked and unmarked vehicles, bicycles, foot patrols, plainclothes and uniform assignments.

Four officers are assigned to the SPU. Their days and hours are determined by the Detective

Lieutenant. The SPU is not included in “hard” staffing levels.

Mental Evaluation Unit
The Mental Evaluation Team (MET) consists of

sworn officer who is partnered with

clinician

from the Los Angeles County Department of Mental Health (DMH). The MET provides

additional resources to patrol by responding to and handling calls involving the mentally ill and

homeless. The partnership with Department of Mental Health affords the Police Department

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EX
HIBIT
B
the ability to offer increased service to those individuals who need access to mental health

services in an efficient manner. The MET should be on-duty

0800-1800 hours Monday

–
Thursday.

The MET is not included in “hard” staffing levels.

The call sign for the MET will be

MET One.

Apprehension canine teams:

The apprehension canine teams consists of two K9 teams.

The K9 teams provide patrol officers

with assistance ranging from tracking of and search for suspects, article searches, and assist

with high-risk situations such as high-risk traffic stops.

teams should function primarily as
cover units and when available be assigned as the backup unit for most calls for service

requiring two units. They may be assigned by the Watch Commander to other functions based

on the needs of the watch at the time.

K9 teams should not be assigned to handle matters that will take them out of service for

extended periods of time unless absolutely necessary and only with the approval of the Watch

Commander.

K9 teams can be assigned report calls that do not require an extended time out of

service.

An apprehension K9 team should be on-duty 1600-0400 hours Sunday, Monday, Tuesday, Thursday, Friday, and Saturday
. Canine Officers are included in “hard” staffing levels

when on-
duty and not in training.

Narcotic detection canine:

The narcotic detection canine (K9) team consists of one team. This team is trained to search for

and detect the presence of narcotics. This team will bid for a shift pursuant to policy and be

counted as part of the hard staffing levels in patrol.

Traffic Enforcement Response Officer:

The Traffic Enforcement Response (TER) Officer targets speeding and other traffic enforcement

issues in the city. The TER Officer works primarily day shift and focuses

his or her efforts on

traffic accident reduction at intersections with the highest traffic accident rates and by rotating

enforcement in school zones in the morning and afternoon high activity times.

The TER Officer also handles traffic complaints from citizens regarding on-going traffic concerns

in neighborhoods. The TER Officer is not assigned to investigate traffic collisions unless

otherwise assigned.

The TER officer will be designated as such by the scheduling watch

commander when staffing levels permit. His or her call sign will be T-2 (Tom 2).

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EX
HIBIT
B
Traffic Bureau:

Traffic Bureau Officers are responsible for investigating traffic collisions, hit and run

investigations and all fatal vehicle accidents. They also conduct DUI and special enforcement

details. Traffic Bureau Officers are not included in “hard” staffing levels.

Note:

All special unit supervisors, with the exception of K9, shall submit a weekly schedule to all supervisors and command staff prior to the start of the work week.

Summary and conclusion:

It has become necessary to examine our approach to patrol functions in order to best determine when patrol personnel are deployed and how many patrol personnel are deployed at any given time. The concept of “beat minimums” is outdated and no t the best approach to

provide superior service to the community we serve.

The concept of peak work load staffing is well studied and proven to work throughout the

country. As we continue to analyze data we will modify this plan to meet our needs as a

department and for the community, using the peak work load staffing approach.

The peak work load staffing approach may include adjusting start and end times for patrol

personnel. Everyone starting at the same time and ending their watch at the same time is an

outdated model, not to mention there is no overlap. In order to accomplish briefing and

briefing training we will explore the option of one day a week standard start times for patrol

teams. With the briefing book being readily available via MDC briefing items of concern should

not be an issue.

District policing is another concept that has been well studied and proven to work. The data will be analyzed to determine the appropriate district boundaries based on several factors such

as response time, number of calls for service and call type.

It is no secret that crime is increasing throughout the country, Montebello is no different.

Increases in crime can be attributed to a number of factors which most recently can be

attributed to new legislation. In November it is expected that recreational marijuana use in

California will be legal.

Other states with legal recreational marijuana use have experienced an

increase in calls for service and crime in general particularly DUI, petty theft and traffic

collisions.

As laws change, so must the approach to enforcing those laws, which is the intent here. It is the

desire of this administration that our staff will embrace and contribute to the changes set forth

here and in the future.

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EXHIBIT C

54 | P a g e

The Montebello Police Officers Association

REPRESENTED CLASSIFICATIONS
Police Sergeant
Police Corporal
Police Officer

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RESOLUTION NO. 23-40

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MONTEBELLO

APPROVING A COMPREHENSIVE MEMORANDUM OF UNDERSTANDING AND THE

TERMS AND CONDITIONS OF EMPLOYMENT AFFECTING THE DESIGNATED

MONTEBELLO POLICE OFFICERS ASSOCIATION (MPOA) EMPLOYEES FOR THE PERIOD OF JULY 1, 2023, THROUGH JUNE 30, 2024

RECITALS

WHEREAS the City of Montebello (City) values the work of all its employees and seeks to maintain fair and mutually beneficial terms and conditions of employment for the good of the City and the employees; and
WHEREAS representatives of the City and representatives of the bargaining unit named above have met, conferred, and negotiated in good faith regarding wages, hours, and working conditions. Due to good faith negotiations, the City and the MPOA developed a comprehensive Memorandum of Understanding (MOU) attached hereto as Exhibit A.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO , CALIFORNIA HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SECTION 1 : The MOU between the City and the MP OA dated July 1, 2023, through June 30, 2024, and attached is hereby approved.

SECTION 2 : That the City Clerk shall certify the passage and adoption of this Resolution and that the same shall be in full force and effect.

APPROVED AND ADOPTED this 14th day of June 2023.
_______________________________
David N. Torres, Mayor

ATTEST: APPROVED AS TO FORM:

________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

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RESOLUTION NO. 23-40

Page 2 of 2 ends

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 23-40 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 14th day of June 2023, and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

The undersigned, City Clerk of the City of Montebello, does hereby attest and certify that the foregoing Resolution is a true, full and correct copy of a resolution duly adopted at a meeting of said City which was duly convened and held on the date stated thereon, and that said document has not been amended, modified, repealed or rescinded since its date of adoption and is in full force and effect as of the date hereof.

DATE:

Christopher Jimenez, City Clerk

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ITEM # 11

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arnold M. Alvarez-Glasman, City Attorney

BY: Arnold Glasman, City Attorney

SUBJECT: APPOINTMENT OF ACTING CITY MANAGER AND APPROVAL OF

TERMS OF EMPLOYMENT

DATE: June 14, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Appoint Arlene Salazar as Acting City Manager for the City of Montebello; and

2. Make certain adjustments to Ms. Salazar’s terms of employment during the time she serves as the Acting City Manager; and

3. Direct the processing of a Personnel Action Form to reflect the terms approved as set forth in this report.

FISCAL IMPACT:

The salary adjustment established would result in Ms. Salazar receiving a fifteen percent (15%) adjustment during her tenure as Acting City Manager. All other benefits provided to Ms. Salazar would remain the same as currently provided.

BACKGROUND/DISCUSSION:

With the vacancy in the position of the City Manager, the City Council has considered the need to appoint an individual to assume the responsibilities in an Acting Capacity. The City Council has expressed the desire to appoint current Assistant City Manager, Arlene Salazar, to serve as Acting City Manager during the recruitment process for appointing a permanent City Manager. Pursuant to California Government Code Section 54957.6(a), any action which results in final action on the compensation of an unrepresented employee such action must take place in open session.

ENVIRONMENTAL:

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CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 14, 2023

Page 2 of 2 ends

N/A

ANALYSIS:

The City Council intends to appoint Arlene Salazar to serve as Acting City Manager effective May 24, 2023. The terms of such appointment are as follows:
• Increase Ms. Salazar’s salary level from $121.19 per hour to $139.36. • Upon completion of her service as Acting City Manager, she will return to her employment as Assistant City Manager, subject to her existing terms of employment.
• During her tenure as Acting City Manager, Ms. Salazar will retain terms of employment as expressed in the Memorandum of Understanding for Montebello Executive Management Association and also all other terms of employment as currently provided as Assistant City Manager.
• Certain accommodation regarding temporary time away from the office will be provided to facilitate the relocation of a family member out of State, but she will be available during such limited periods of time.
• This action will be memorialized by the processing of a Personnel Action Form.

SUMMARY:

Staff recommends that the City Council (a) appoint Arlene Salazar as Acting City Manager for the City of Montebello; (b) make certain adjustments to Ms. Salazar’s terms of employment as set forth in this report during the time she serves as the Acting City Manager; and process a Personnel Action Form to reflect the terms approved herein.

ATTACHMENT(S)
None
NEXT STEPS:

N/A

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ITEM # 12

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arlene Salazar, Assistant City Manager

BY: Nick Razo, Director of Human Resources

SUBJECT: APPROVE AMENDMENT NO. 1 TO AGREEMENT NO. 3767 WITH HAZELRIGG CLAIMS MANAGEMENT SERVICES, INC., A COMPANY
OF TRISTAR CLAIMS MANAGEMENT SERVICES, INC.

DATE: June 14, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Approve Amendment No. 1 to Agreement No. 3767 with Hazelrigg Claims Management Services, Inc. (HCMS), a company of TRISTAR Claims Management Services, Inc. (TRISTAR), to exercise a one-year (1-year) term contract extension to provide third party administration (TPA) services for the City of Montebello’s (City) self-insured workers’ compensation program, and limited TPA services for the general liability program; and

2. Authorize the Assistant City Manager and/or her designee to execute Amendment No. 1 with TRISTAR on behalf of the City; and

3. Take such additional, related, action that may be desirable.

FISCAL IMPACT:

Through Amendment No. 1, TRISTAR will be compensated a total not-to-exceed amount of $278,000 (Workers' Compensation - $240,000 & General Liability - $38,000), to account for costs associated with the revised Scope of Work over the proposed additional 1-year term (see Attachment A). Funding for Agreement No. 3767 will be allocated from the Self-Insurance Fund proposed Fiscal Year 2023-24 operating budget: Contract Services – Workers’ Compensation, Account No. 700-99-6040.11; and Contract Services Liability – General Liability, Account No. 700-99-6040.13. Sufficient appropriations exist in the FY 2022-23 adopted budget to pay for services in June, with appropriate funding included in these accounts in the proposed FY 2023-24.

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CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 14, 2023

Page 2 of 3 ends

BACKGROUND/DISCUSSION:

In April 2020, the City entered into Agreement No. 3767 to receive TPA services for the City’s self-insured workers’ compensation and general liability programs. The initial term of the agreement was for three (3) years (from May 16, 2020, to May 15, 2023) with the option to exercise up to two (2), 1-year term contract extensions (see Attachment B).

In Summer 2020, HCMS began discussions with TRISTAR to acquire its book of business, including the responsibility to provide TPA services for the City’s workers’ compensation and general liability program. On January 1, 2021, HCMS merged with TRISTAR, the largest privately owned, independent third-party claims administrator in the United States. The City received notice of the merger and agreed to HCMS delegating its duties and rights to TRISTAR in accordance with Agreement No. 3767, Section 15. – Subcontract, Assignment, or Delegation.

On November 16, 2022, the City Council approved updating the City’s Master Position Control to add two (2) full-time equivalent (FTE) positions (Principal Risk Officer and Risk Management Assistant) to the Human Resources Department. Both positions were created to assist in reducing the reliance on third party support for certain risk management duties. Moreover, these positions help expedite claims by streamlining and managing general liability matters to efficiently cure cases and minimize on-going costs.

ENVIRONMENTAL:

N/A

ANALYSIS:

Under the authority of Agreement No. 3767, the City Council is being asked to approve a 1-year term contract extension (from May 16, 2023, through May 15, 2024), and a revised Scope of Work (see Attachment C) that will decrease the proposed annual not- to-exceed amount from $331,776 to $278,000. The proposed Amendment No. 1 will extend TRISTAR’s TPA services for the City’s self-insured workers’ compensation program; and limited TPA services for the City’s general liability program, specific to the use of TRISTAR’s computerized claims management information system to properly track past, existing, and future general liability claims. This extension will provide ample time for staff to develop and issue a request for proposals (RFP) to solicit proposals from highly qualified vendors to provide TPA services tailored to the City's risk management programs.

SUMMARY:

Staff recommends that the City Council approve Amendment No. 1 to Agreement No. 3767 (attached hereto in substantial form) with TRISTAR for the total not-to-exceed amount of $278,000, to provide TPA services for the City’s self-insured workers’ compensation program and limited TPA services for the general liability program; authorize the Assistant City Manager, and/or her designee, to execute Amendment No. 1 on behalf of the City; and direct staff to take such additional, and related, action that

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CITY COUNCIL AGENDA REPORT - MEETING OF JUNE 14, 2023

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may be desirable.

ATTACHMENT(S)

1. Attachment A - Revised Scope of Work

2. Attachment B - Agr No. 3767 - Hazelrigg

3. Attachment C - Amendment No. 1 to Agr No. 3767

NEXT STEPS:

N/A

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1 June 6, 2023

John Soria JSoria@ Sent via Email: [email protected] Assistant Director, Human Resources
City of Montebello
1600 W. Beverly Blvd.,
Montebello, CA 90640

Re: City of Montebello - Workers’ Compensation & Liability Extension/Amendment Effective Date: 5/16/23

Dear John::

Per our discussions and Tom Veale’s revised quote to you, I am submitting this amended Workers’ Compensation & Liability Extension/Amendment letter.

The original service agreement allows for two optional years to extend the three-year contract as of May 16, 2023. We are currently in the third year of the agreement and below is a summary of the proposed fees for the remaining contract years. The fees below for Workers’ Compensation claims administration services are reflective of the fees noted in the original contract with TRISTAR continuing to administer the claims.

Service
Current Year
(05/16/2022 –
05/15/2023)
Year 4 (Optional)
05/16/2023 –
05/15/2024
Year 5 (Optional)
05/16/2024 -
05/15/2025
Workers’ Compensation $235,000 Annual Fee $240,000 Annual Fee $245,000 Annual Fee The fees noted below for Liability take into consideration your request for quote with the City assuming further claims administration of it’s own claims and TRISTAR ceasing further claims administration services as of 7/1/23. The City ’s liability claims would be self-administered. Additionally, the liability data would continue to be housed in the SIMS System and the City would have read-only access. A TRISTAR claims assistant would be available to perform the following tasks:
• Set up new claims in claims system
• Copy notes provided by the City and paste to the appropriate claim, as directed. • Issue payments as directed by the City.
• Index claims as directed
The attached Scope of Services, details the liability services included in the fee noted below. I have also attached the Preferred Provider Specialty Services fee sheet that details rates for allocated loss adjustment expenses (ALAE) expenses for both WC and Liability as of 5/16/23.

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2 Service

Current Year
(05/16/2022 –
05/15/2023) –
Partial Year 4
(Optional)

TRISTAR
Administers Claims
05/16/2023 –
06/30/2024
Partial Year 4
(Optional)
The City Self-
Administers
Claims
7/1/2023 –
5/15/2024
Year 5 (Optional)
The City Self-
Administers Claims
05/16/2024 -
05/15/2025
Liability $89,116 Annual Fee $91,776 Annual Fee $38,000 Annual Fee $39,500 Annual Fee You have indicated that the City wishes to exercise the Year 4 Extension related to workers’ compensation claims and the City will be drafting an Extension.

Related to liability claims, you have indicated that the fees noted in this letter for optional year 4, will be submitted to City Council for consideration.

I will await further response from you. Thank you again for choosing TRISTAR Claims Management Services, Inc. We truly value your business and look forward to our continued partnership with the City of Montebello.

Sincerely,

Delina Gonzaga
Director, Client Services
TRISTAR Claims Management Services, Inc.
(562)506-0300 Ext. 4926

cc: Gina Skibar, Risk Manager/Human Resources, City of Montebello, 16000 W. Beverly Blvd., Montebello, CA 90640 sent via email to [email protected].

Attachment: Preferred Provider Specialty Services Schedule as of 5/16/23 Scope of Services for Liability Claims – Self Administered

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General Liability

The City of Montebello hereby engages HCMS a TRISTAR Company, to provide third-party claims administrative services for the City, in support of the City’s self-administration of general liability claims as of 7/1/23.

1. HCMS shall utilize its computerized claims management information system to input all claims reported.

2. Maintain a claim file on each reported claim. The claim files will be the CITY’s property and will be available for inspection by the City upon request.

3. Provide statistical and loss experience reports concerning the claims.

4. Comply with all MMSEA reporting requirements.

5. Index all claimants and plaintiffs.

6. Conduct background checks on vendors.

7. Maintain a bank account for the City.

8. Issue payments to vendors and claimants as directed by the City.

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CITY OF MONTEBELLO
PROFESSIONAL SERVICES AGREEMENT NO. 3767

BY AND BETWEEN

CITY OF MONTEBELLO
AND
Hazelrigg Claims
Management Services,
Inc.

CONSULTANTS
THISAGREEMENT ("AgreemenY') is madeand enteredintoon April9, 2020, bytheCITYOFMONTEBELLO, a municipalcorporation (hereinafterreferredto as CITY") andHazelriggClaimsManagementServices, Inc. (hereinafterreferredto as CONSULTANT"). CITY and CONSULTANT may be refened to herein individual as a Party," andjointly as the" Parties."

RECITALS
WHEREAS, CITY proposes to utilize the services of CONSULTANT as an independentcontractorto provideThird PaRyAdministrationServices, as moreiully described herein; and
WHEREAS, CONSULTANT represents that CONSTULTANT possesses the degreeof specializedexpertise contemplatedwilhin California GovemmentCode Section 37103, and is qualified to perform such services by virtue of its experience and the training, educatfon and expertise of its principals and employees; and WHEREAS, no official or employee of CITY has a financial interest, within the provisions of Sections 1090 — 1092 of the California Government Code, in the subject matter of this Agreement; and
NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. SERVICES/ COMPENSATION.

A. CONSULTANT shall provide to CITY those services that are set forth fullyin the Scopeof Services, as suchis setforthfullyin Exhfbit "A" heretoand incorporatedfullyhereinbythis reference (hereinafter"ProfessionalServices").

B. CONSULTANT shall complete the Scope of Services within the time set forth in the Schedule of Performance, as such is set forth in Ezhibit " B" hereto and incorporated fully herein by this re(erence.

C. CONSULTANT shall be compensated a sum not-to- exceed ( the Maximum Compensation") for performance oi the Professional Services as set forth

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in the Scheduleof Compensationattachedheretoas Exhibit "C" and incorporated fully herein by this reference (" Compensation"). CONSULTANT shall provide an itemizedbillingstatementto CITYeachmonthfor ProfessionalServicesperformed.

CONSULTANTshall not incur fees or costs which exceed the Maximum Compensation without the prior written consent of CITY.

D. CITY will be invoiced at the end of the first biliing period following commencementof work and at the end of each billing period thereafter. Payment in full of an invoicemust be receivedby CONSULTANTwithinthirty (30) daysof the date of such invoice.

E. Work performed shall be deemed approved and accepted by CITY as and wheninvoicedunlessCITYobjectswithinfifteen (15) days of invoicedate by writtennoticespecificallystatingthe detailsin whichCITYbelievessuchworkis incomplete or defective, and the invoice amount(s) in dispute. CITY shall pay undisputed amounts as provided for in the preceding paragraph.

F. Failure of CITY to submit full payment of an invoice within thirty (30) daysofthedatethereofsubjectsthisagreementandthework hereincontemplatedto suspension or termination at CONSULTANT' s discretion.

SECTION 2. TERM.

This Agreement shall commence upon the date the last of the Parties executes this Agreement hereinbelow (" Effective Date"), and shall terminate upon completion of the Scope of Services set forth herein, unless terminated sooner as provided in Section 7 herein.

Thereafter, this Agreement may be extended for a maximum of Two (2) successive one ( 1) year periods. Such extensions, if any, will be evidenced by a written amendment to this Agreement.

The Parties agree that Sections 4(B), 9, 10, 11, 13, 16, 17, 18, and 19 shall survivefor three (3) years followingthe expirationor terminationof this Agreement.

SECTION 3. PERFORMANCE.

A. CONSULTANTshall at all times, faithfully, competently, and to the best of its ability, experienceand talent, performthe ProfessionalServices, described herein.

B. CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of CONSULTANT hereunder, in meeting its obligations under this Agreement.

C. CONSULTANT shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.

D. CONSULTANT shall have the option to retain, subject to CITY' s written approval, additional individuals, consultants or subcontractors to assist in the completion of services as herein defined. Compensation for additional individuals, consultants or subcontractors shall be the sole and exclusive responsibility of CONSULTANT.

E. CONSULTANT shall maintain full and accurate records with respect to

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all matters covered under this Agreement for a period of three ( 3) years, unless otherwise provided for in Exhibit " A." Upon CITY providing twenty- four ( 24) hours advanced prior notice, CONSULTANT shall make all records, invoices, iime cards, cost control sheets and other records maintained by CONSULTANT in connection with this Agreement available during CONSULTANT's regular working hours to CITY for review and audit by CITY.

SECTION 4. WORK PRODUCT.

A. All work material produced pursuant to this Agreement, including but not limited to reports, documents or other written material shall be and remain solely ownedbyCITYwithoutrestrictionor limitationuponitsuseor disseminationby CITY.

CONSULTANTmay retain copies of such work material as desired. All or any portions of any work materialshall not be the subjectof a copyrightapplication. Upon termination of this Agreement CONSULTANT shall provide to CITY all work material.

B. All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by CONSULTANT without prior written consent by CITY. All such written products shall be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT agrees that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

C. Documents may be provided in each Party' s standard software formats. The Parties recognize that electronic or magnetic data and its transmission can be easily damaged, may not be compatible with the other Party's software formats and systems, may develop inaccuracies during conversion or use, and may contain viruses or other destructive programs, and that software and hardware operating systems may become obsolete. As a condition of delivery of electronic or magnetic data, each party agrees to defend indemnify and hold the other Party, its sub- contractors, agents and employees harmless from and against all claims, loss, damages, expense and liability arising from or connected with its use, reuse, misuse, modification or misinterpretation. In no event shall either Party be liable for any loss of use, profit or any other damage.

SECTION 5. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by CONSULTANT under this Agreement unless such extra services first shall have been duly authorized in writing by CITY' s City Manager (" City Manager").

SECTION 6. CITY SUPERVISION.

The City Manager shall have the right of general supervision of all work performed by CONSULTANT and shall be CITY' s agent with respect to obtaining CONSULTANT' s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.

SECTION 7. TERMINATION.

Either party may terminate this Agreement for cause. The CITY may, in its sole discretion, terminate this Agreement for cause or for convenience.

A. Termination for Cause. In the event that either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non- defaulting party shall give the defaulting party written notice

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of the default, the nature of the default, and of the steps necessary to cure the default.

If the default is not cured within ten ( 10) days, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party stating its intent to terminate such Agreement. If the defautt is not resolved within thirty ( 30) days and the I parties do not mutually extend the time in writing, this Agreement shall automatically cease and terminate.

In the event of termination for cause occasioned by default of CONSULTANT, CITY may take over the work and prosecute the same to compietion by contract or otherwise and at the expense of CONSULTANT. CONSULTANT and its sureties shall be liable to CITY for any cost occasioned in the event of any such termination for cause. This change shall not be construed to prevent the termination, tor other causes authorized by law or other provisions of this Agreement, including the Termination for Convenience provisions set forth below.

In the event of a termination for cause, CONSULTANT shall only be entitled to the Compensation for those Professional Services satisfactorily performed on or before the effective date of termination.

B. Termination for Convenience. CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, after giving written notice to CONSULTANT at least thirty ( 30) business days before the termination is to be effective. If this Agreement is terminated for convenience, CITY shall provide to CONSULTANT the part of Compensation which would otherwise be payable to CONSULTANT for services CONSULTANT had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. If this Agreement is terminated for convenience, CONSULTANT shall be reimbursed for any " non-refundable" costs that CONSULTANT has reasonably incurred for its services under this Agreement, provided that: ( 1) such " non- refundable" costs were incurred by CONSULTANT prior to the date of termination; ( 2) CONSULTANT provides CITY with adequate proof that CONSULTANT reasonably incurred the costs, and is unable to be obtain a refund for such costs; and ( 3) such costs were within the scope of Professional Services to be performed under this Agreement. Such " non-refundable" costs may include, but are not limited to, travel reservations incurred by CONSULTANT for performance of Professionai Services under this Agreement. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 8. EMPLOYMENT OF CITY EMPLOYEES.

No regular employeeof CITY shall be employedby CONSULTANTduring the Term of this Agreement.

SECTION 9. NON- LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of CITY shall be personally liable to CONSULTANT in the event of any default or breach by CITY, or for any amountwhich may become due to CONSULTANT.

SECTION 10. INDEPENDENT CONTRACTOR.

A. CONSULTANT is and shall, at all times, remain as to CITY a wholly independent contractor. Neither CITY nor any of its elected officials, officers, employees or agents shall have control over the conduct of CONSULTANT except as expresslyset forth in this Agreement. CONSULTANTshall not at any time or in any manner represent that it is in any manner an e ected official, officer, or employee of

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CITY. No employee benefits shall be available to CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, CITY shall not pay salary, wages, or other compensation to CONSULTANT. CITY shall not be liable for compensation to CONSULTANT, CONSULTANT' s employees or CONSULTANT' s subcontractors for injury or sickness arising out of performing services hereunder.

B. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.

C. CITY shall not deduct from the Compensation paid to CONSULTANT any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to CONSULTANT. CITY shall have no responsibility to provide CONSULTANT, its employees or subcontractors with workers' compensation insurance or any other insurance.

SECTION 11. PERS ELIGIBILITY INDEMNITY.

A. In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System ( PERS) to be eligible for enroliment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/ or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

B. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by CITY, including but not limitedto eligibility to enroll in PERS as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contribution and/ or employee contributions for PERS benefits.

SECTION 12. LEGAL RESPONSIBILITIES.

CONSULTANTshall at all times observe and comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments including, but not limited to the Montebello Municipal Code. CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of CONSULTANT to comply with this section.

SECTION 13. INDEMNIFICATION.

CONSULTANT agrees to, and shall defend, indemnify, protect and hold harmless, CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or in equity, or liability of any kind or nature arising out of this Agreement, except only liability arising out of the sole negligence of CITY.

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SECTION 14. INSURANCE COVERAGE.

During the Term of this Agreement, CONSULTANTshall carry, maintain, and keep in full force and effect all of the following minimum scope of insurance, as set forth below, against all claims that may arise from or in connection with CONSULTANT's performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

Commercial General Liability ( CGL): Broad- form, Insurance ServicesOfficeFormCG00 01coveringCGLon an "occurrence" basisfor bodily injury and property damage, including premise-operations, products-completed operations, broad form propertydamage, blanketcontractualliability, independent contractors, personal injury or bodily injury, and advertising injury, with limits no less than Two Million Dollars and Zero Cents ($ 2,000, 000), combined single limits, per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

Business Automobile Liability Insurance: For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if CONSULTANT has no owned autos, Code 8 (hired) and 9 ( non-owned), with limit no less than One Million Dollars and Zero Cents 1,000,000.00) peraccidentforbodilyinjuryandpropertydamage.

Workers Compensation insurance as required by the laws of the Stateof California, with StatutoryLimits, and Employer's LiabilityInsurancewith limit of no less than One Million Dollars and Zero Cents ($ 1,000,000.00) per accidentfor bodily injury or disease. CONSULTANTagrees to waive, and to obtain endorsements fromits workers' compensationinsurerwaivingsubrogationrightsunderits workers' compensation insurance policy against CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers for losses arising from work performed by CONSULTANT for CITY and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies.

By executingthis Agreement, CONSULTANTfurther certifies as follows:

I am aware of, and will comply with, Section 3700 of the Labor Code, requiring every employerto be insured against liability of Workers' Compensation or to undertake self- insurence before commencing any of the work contemplated herein.

Professional Errors and Omissions (E80) Liability insurance appropriate to the CONSULTANT' s profession, with limit no less than Two Million Dollars and Zero Cents ($ 2,000,000. 00) per occurrence or claim, Two Million Dollars and Zero Cents ($ 2, 000, 000. 00) aggregate. Architects' and engineers' coverageshallbe endorsedto includecontractualliability. If thepolicyis writtenas a claims made" policy, the retroactivity date shall be prior to the start of work set forth herein, CONSULTANTshallobtainandmaintainsaidE&Oliabilityinsuranceduring theTermofthisAgreementandforfive (5) yearsaftercompletionof workhereunder.

If coverageis canceledor non-renewed, and not replacedwith anotherclaims-made policy form with a retroactivedate prior to the effectivedate of this Agreement, CONSULTANTshallpurchase "eutendedreporting" coveragefor a minimumof five 5) years after completion of the work.

If CONSULTANTmaintainshigherlimits than the minimumsshownabove, CITY requires and shall be entitled to coverage for the higher limits maintained by

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CONSULTANT. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

CONTACTORshall requireeach of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

ThepolicyorpoliciesrequiredbythisAgreementshallbeissuedbyaninsurer admitted in the State of California, with a current rating of at least A:VII in the latest editionof BesYsInsuranceGuide, and approvedby CITY.

Each insurance policy required herein shall state that coverage shall not be canceled, except after providing CITY thirty ( 30) days' ( or ten [ 10] calendar days' for non-payment) prior written notice. CONSULTANTagrees that if it does not keep the aforesaid insurance in full force and effect, CITY may: (i) immediatelyterminate this Agreementfor Cause; or (ii) take out the necessaryinsuranceand pay, at CONSULTANT' S expense, the premium thereon.

At all times during the Term of this Agreement, CONSULTANT shall maintain onfilewithCITY's RiskManagera certificateor certificatesof insuranceshowingthat the aforesaidpoliciesare in effectin the requiredamountsand namingCITY, its o cers, agents, employees and volunteers as an additional insured. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY' s Risk Managersuch certificate(s). The CITY's acceptanceof any such certificate(s) of insurance, declaration page(s), or policy renewal(s) shall not constitute a waiver and shall not excuse CONSULTANT's obligationto carry, maintain, and keep in full force and effect all of the minimum insurance required by this Agreement.

CONSULTANT shall provide proof that policies of insurance required herein expiringduring the Term of this Agreement have been renewedor replacedwith other policies providing at least the same coverage. Such proof will be furnished at least two ( 2) weeks prior to the expiration of the coverages.

Thegeneralliabilityand automobilepoliciesof insurancerequiredby this Agreementshall containan endorsementnamingCITY, its electedand appointed boards, officers, o cials, employees, agents and volunteers as additional insureds.

All of the policies required under this Agreement shall contain an endorsement providingthatthe policiescannotbe canceledor reducedexcepton thirty (30) days' priorwrittennoticeto CITY. CONSULTANTagreesto requireits insurerto modifythe certificatesof insuranceto deleteany exculpatorywordingstatingthat failureof the insurer to mail written notice of cancellation imposes no obligation, and to delete the word " endeavor" with regard to any notice provisions.

Except for professional liability and workers' compensation policies, the policieshereinare primaryand non-contributorywithany insurancethat maybe carriedby CITY. Any insuranceor self-insurancemaintainedby CITY, its officers, employees, agents or volunteers, shall be in excess of CONSULTANT' s insurance and shall not contribute with it.

All insurance coverage provided pursuant to this Agreement shall not prohibit CONSULTANT, and CONSULTANT's employees, agents or subcontractors, from waivingthe right of subrogationprior to a loss. CONSULTANTherebywaivesall rights of subrogationagainstCITY. Consultantagrees to obtainany endorsementthat may be necessaryto affect this waiver of subrogation, but this provisionapplies regardlessof whether or not CITY has received a waiver if subrogationendorsement from the insurer.

Coverage not affected. Any failure to comply with the reporting provisions of

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the policies contemplated herein, shall not affect coverage provided to CITY, its elected and appointed boards, officers, officials, employees, agents and voiunteers.

Coverage applies separately. CONSULTANT's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer' s liability.

Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANTshall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

Procurement of insurance by CONSULTANT shall not be construed as a limitationof CONSULTANT's liability or as full performanceof CONSULTANT's duties to indemnify, hold harmless and defend under Sections 9 & 13 of this Agreement.

CITY, itsofficersandemployeesshallnotberesponsiblefor anyclaimsin law or in equityoccasionedby failure of CONSULTANTto complywith this section.

Should any of CONSULTANT's insurers refuse or declineto provide full and complete coverage, indemnity, or defense of the minimum insurance requirements of this Agreement, CONSULTANTshall defend, indemnify, protectand hold harmlessthe CITY.

CITYreservesthe rightto modifytheserequirements, includinglimits, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.

SECTION 15. SUBCONTRACT, ASSIGNMENT OR DELEGATION
CONSULTANTshall not subcontract, delegate or assign its duties or rights hereunder, eitherinwholeorinpart, withoutthepriorwrittenconsentofCITY. Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-contractor, delegee, or assignee, andan explanationof whyand howthe samewas selected, includingthe degreeofcompetitioninvolved. TheCITY's approvalordenialofsuchsubcontracting, delegationor assignmentshallnotbeconstruedascontrollingCONSULTANTas an employee.

Any subcontract, delegation or assignment shall be made in the name of CONSULTANTand shall not bind or purportto bind CITY and shall not release CONSULTANTfroma y obligationsunderthisAgreementincluding, butnotlimited to, the duty to adequatelyprovidethe ProfessionalServices, or properlysupervise and coordinate the work of employees, assignees, delegees or sub-contractors. No suchsubcontract, delegationor assignmentshallresultin anyincreasein theamount of total compensation payable to CONSULTANT under the Agreement.

SECTION 16. NO WAIVER.

Waiver by any party hereto of any term, conditionor covenantof this Agreementshall not constitutethe waiverof any otherterm, conditionor covenant hereof.

SECTION17. DISPUTERESOLUTION• GOVERNINGLAW
The laws of the State of Californiashall governthis Agreement. Disputes regarding the interpretationor application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations

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I
betweenthe Parties. If any action at law or in equity is broughtto enforcethis Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitledto reasonableattorney's fees, expertfees, costs and necessary disbursementsincurred in that action or proceeding, in additionto such other relief as may be soughtand awarded. The venuefor any litigationshall be Countyof Los Angeles, California. The Parties agree that the covenants contained in this Article shall survive the expiration or termination of this Agreement.

SECTION 18. ATTORNEY' S FEES AND COSTS.

In any litigation, arbitration, or other proceeding by which one Party seeks to enforce its rights under this Agreement ( whether in contract, tort, or both) or seeks a declarationofanyrightsor obligationsunderthisAgreement, theprevailingpartyshall be entitled to an award of reasonable attorney' s fees, expert fees, costs, expenses, and necessary disbursements, in addition to any other relief deemed appropriate.

SECTION 19. WARRANTIES.

Each of the parties represents and warrants to one another as follows:

A. It has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement; B. In executing this Agreement, it has carefully read this Agreement, knowsthe contentsthereof, and has reliedsolely on the statementsexpresslyset forth hereinand has placed no reliancewhatsoeveron any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, noruponthefailureof anyotherparty or any other personor entity to make any statement, representation or disclosure of any matter whatsoever; and C. It is agreedthateachpartyhasthefull rightandauthorityto enterinto this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authorityto fully commitand bind such party to the provisions of this Agreement.

SECTION 20. MISCELLANEOUS.

A. The descriptive paragraph headingsof this Agreement are includedfor purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.

B. Wheneverthe context hereof shall so require, the singularshall include the plural, the male gender shall incude the female gender, and the neuter and vice versa.

C. In case any one or more of the provisions contained in this Agreement shallforanyreasonbeheldto be invalid, illegal, or unenforceablein anyrespect, suchinvalidity, illegality, or unenforceabilityshallnotaffectanyotherprovisionhereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.

D. The representationsand warrantiesmade by the parties to this Agreementshall survivethe consummationof the transactionhereindescribed.

E. ThisAgreementmaybe signedin anyoneor morecounterpartsall of which taken together shall be but one and the same Agreement. Any signed copy of

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thisAgreementorofanyotherdocumentoragreementreferredtoherein, orcopyor counterpart thereof, delivered by facsimile transmission, shall for all purposes be treatedas if it weredeliveredcontainingan originalmanualsignatureof theparty whosesignatureappearsin the facsimileandshallbebindinguponsuchpartyin the same manner as though an originally signed copy had been delivered.

Eachofthe partiesacknowledgesthat it has beenrepresentedby independentcounsel of its own choosing, or if it has not been so represented, it has been admonishedto obtain independentcounselandhasfreelyandvoluntarily waived and relinquished the right to counsel. Each party who has not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such party's failure to perform under this Agreement or any agreement referred to in this Agreement.

G. To the extent of a conflict between the terms of this Agreement and those set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern.

SECTION 21. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to thefollowingaddressesor suchotheraddressesasthe Partiesmaydesignateby written notice:

Rene Bobadilla, City Manager
City of Montebello
1600 West Beverly Boulevard
Montebello, California 90640
Arlene Alvarez- Hazelrigg, President
Hazelrigg Claims Management Services
15342 Fairfield Ranch Road, Suite 250
Chino Hills, CA 91709
SECTION22. NON-DISCRIMINATIONANDEQUALOPPORTUNITYEMPLOYER In the performance of this Agreement, CONSULTANT shall not discriminate against any employee, sub- contractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation. CONSULTANT will take affirmative action to ensure that sub-contractor and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

SECTION 23. CONFLICT OF INTEREST.

CONSULTANTandits officers, employees, associatesandsubconsultants, if any, shall comply with all California conflict of interest statutes applicable to ConsultanYsServicesunderthisAgreement, including, but not limitedto, the Political Reform Act ( Gov. Code, § 81000 et seq.) and Government Code Section 1090.

CONSULTANTfurthercovenantsthat it presentlyhas no interestand shall not acquire any interest, direct or indirect, which may be affected by the services to be

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pertormedby CONSULTANTunderthisAgreement, or whichwouldconflictin any manner with the performance of its services hereunder. CONSULTANT fuAher covenantsthat, in pertormanceof thisAgreement, no personhavingany suchinterest shall be employed by it. Furthermore, CONSULTANT shall avoid the appearance of having any interest that would conflid in any manner with the pertormanceof fls services pursuant to this Agreeme t.

CONSULTANTcovenantsnottogiveorreceiveanycompensation, monetary or otherwise, to or from the ultimate vendor(s) of services to CITY as a resuN of the pertormanceof this Agreement, or the servicesthat may be procuredby CITY as a result of the recommendations made by CONSULTANT. CONSULTANTs covenant under this sedion shall survive the termination of this Agreement.

SECTION 24. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between CITY and CONSULTANT. My prioragreements, promises, negotiationsor representationsnot expressly set forth herein are of no force or eifect. Subsequent modifications to this AgreementshallbeeffectiveonlyHinwriGngandsignedbyeachparty. If anyterm, condition or covenant of this Agreement is held by a couA of competent jurisdiction to be invalid, vad w unenforceable, the remaining provisions of this Agreement shall be valid and binding.

CITY OF MONTEBELLO HAZELRIGG CLAIMS

MANAGEMENT SERVICES
Rene Bobadilla rlene- Alvarez- Hazeiri
City Manager President
Dated: 5 2 Dated: 5//- I
ATT T:

CLfi 1LG( ( l
Irma Barajas
City Clerk
AP R V
TOC
old M. AI arez- Glasman
City Attorney

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Fees and Costs
AlNmugh un inrparlu rl uspectnf consideration, thefiirunciul costesimnle wi!/ na7bellte sale jus/ificution for considernion. Negolia ioiasnra or mati nol be conductedwitlr 1liepropnser, lherefore, Ueeproposnl .subn:illerl should coalniir the proposer'.c mns fuvorahle lerms und conrlitions, sinceselectionund uwurdnia bemnAewi/hout discussionwi1l anyfrrm. Al/ prices shoulr! reJlect "not to exceed" unrounls per iten. Provirle pricing usinp the jo/ lowing fnble/ fnrmut.

PROPOSALCOSTSHEEf- Addendum No. l
Year1 Year2 Year3
Nottoezceed Nottoexceed Nottoexceed TOTAL
Descriptions Rate/ Unit Annual Cost Rate/ Unit Annual Cost Rate/ Unit Annual Cost } years ProgremAdministretion PerYear $ 225, 000 PerYear $ 230, 000 PerYear S 235, 000 $ 690, 000 MedicalProviderNetwork 70 PerClaim 5 70 PerClaim $ 70 PerClaim Medical Billin Reviews( MBR 5 10. 00 Per Bill 5 10. 00 Per Bill 10. 00 Per Bill MBRPPOSavings" 20% PerBill 20° PerBill 20% PerBill
MBRSpecialtyReviews* 10% PerBill 10' PerBill 10% PerBill UtilizationReviewAuthOnl 25 N/ A 25 N/ A 5 25 N/ A
URNurseLevel 145 N/ A 145 N/ A 145 N/ A
URPeerReview 245 N/ A 245 N/ A 245 N/ A
Nurse Case Management 5 95 N/ A 95 N/ A 95 N/ A
Nurse Field Case Mana ement $ 9S N/ A 5 98 N/ A S 98 N/ A Medicare Setondary Payer
Com liance Services ALAE N/ A ALAE N/ A AL4E N/ A
ISOlndexin Fee 15 N/ A 15 N/ A 5 15 N/ A
One- Time Data Conversion Fee 5 3, 500 N/ A N/ A 5 - N/ A Pharmaceutiwl Services"*
Subro ation Services No Cost No Cost No Cost
Annual Licensing Fee( View only-
2Licenses)- O tional 3, 500 N/ A 3, 500 N/ A 3, 500 N/ A TOTALANNUALAMOUNT 5 S S 690, OOD
Capped at 56, 500
Contrac[ ed through myMatrixx
24

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Exhibit " A"
Scope of Services
Workers' Compensation
Theabovebelowprogramadministrationfeccontemplateshandlingallclaimsactivityin a 12- month period (open tail claims trausferred, ai d any new claims repoded during the contract year). TheflaCAnnualFeeincludesallthefollowingclaimsadjustingservices:

All Claims Management Functions ([ ail and new) Included Claim Reporting Induded
Fraud Reporting Included
Subroga[ ion Recovery Included
Bank Account Management Included
Public Self- Insurers Annual Report Included
1099 Notices Includcd
Third parry claims administration;
Customized client service ins[ ructions;
Dataentrytoclaimsystemandnewfile claimsct-up;
Quarterlyclaimfile reviews, includingstatusreportsasrequired, orasrequested; Meetings/couferencecallswithassignedlegalcowsel, andotherancillaryservice providers as necessary or requested;
Claim system account customized for the client ( includes changes Co divisions/ departments, etc. as requested);
Customized employee and provider otifications, division posters; Reportingforbrokers, exccsscarricrs, actuarics, StatcandFederalmandatedreporting rcquirements including submission for annual experience modification factor.

Customizcdmonthly, quarterly, annualandperiodicreportingasrequircd, asrequested bytheclientindudingannualslevardshipandhospitalcovparisonreports; Costcontainmentreportsincludingmedicalandfacilityproviderbillsandpharmacy reports;
OSHA logs;
Claim systemtraining;
Client education programs.
1

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The following fees are considered Allocated Loss Adjustment Ezpenses ALAE) and are not induded in the administration fee.

Feesof attorneys, including representationat hearingsor pretrial conferences; Fees of court reporters;
Court costs, court fees and court expenses, scrvice of process; Costs of undercover operative and detective services;
Costsof employingexpertsforadvice, opinions, or testimonyconcemingclaimsunder investigation or in litigation and costs of appraisals; Costsof independentmedicalexaminationsand/or evaluationsfor rehabilitationand/or to detenvinetheextentofClienYs liability;
Costsof legal transcriptsof testimonytakenat coroner's inquests, criminal proceedings, or civil proceedings;
Costs of copics of public records and/or medical repoits; Feespaid to witnessesandcorrespondingtravel expenses;
Costsof photogaphs andphotocopyscrviccs;
Vocational rehabilitation, medical case management and utilization review; Medical bill review services;
PrefenedProviderOiganizationfecsa othcrsimilar costcontainmentprograms; ElectronicIndex Bureauinquiry or reportingfees;
Interest paid as a result of litigation;
Statemandatedelectronicdatai tercha ge (EDI) costs, if applicable; Closed claim filc storage, if applicable;
MSA Reporti g;
Federalquery/reponingfeesfor SectionI 11of the Medicare, Medicaid andSCHIPExtension Act of 2007.

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General Liability
TheCity of MontebelloherebyengagesHCMSto providethird party claimsadministrative and adjustment services for the City.

1. HCMSshallmonitorandreviewall reportedclaimsto HCMS, whichwill or may potentially expose the CITY, including, but not limited to, coverage verification, iuvcstigation, reserving, evaluation, litigation management, and preparationof periodic claims status reports to the C1TY.

2. HCMSwill alsoberesponsiblefor reportinganyandall reporteddaimsto theCITY's excess carriers that will or may potenti lly expose the CITY in excess of its self- insured retention, if any for that fiscal year.

3. HCMSwilf attendCITYmeetingsand/or closedsessionmeetingsasrequiredbythe CITY.

4. FICMS shall utilize its computerized claims management infonnation system to input all claimsreportcdindudingdevclopmentof necessaryformsandtraining.

5. Maintainaclaimfileoneachreportedclaim. TheclaimfileswillbetheCITY'sproperty andwill beavailablefor inspectionby theC1TYupo request.

6. Providestatisticalandlossexperiencereportsconcemingtheclaimsstatusateachclaims administration meeting and/or filc review meeting.

7. Engageat its discretionand vith the CITY's prior approvalthe servicesof defense couusel, coverage counsel, and investigators. Expenses for all such services shall be an allocated e pense."

8. Bc available and involved as neccssaryfor consultationon various claims and related issuespotentially involving the CITY and all relatedrisk managementfunctions coucerning the property and liability program.

9. Comply with all MMSF.A reportingrequirements.

10. Index all claimants and plaintiffs.

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Exhibit " B"
Schedule of Performance
TheTermof thisAgreementshallcommenceonMay 16, 2020, (the "CommencementDate") and shall continue througli May 15, 202L (' 9nitial Term"). The Agreement shall then remain in fiill force, for twofull yearsthereafter, fromMay 16, 2021throughMay 1S, 2023 ("theTenn").

TheCity may, in its solediscretioi, extendtheTerm for two (2) additioualone (I) year extensions subject to City Council approval.

Consultantshallperformall Scrvicestimely in accordancewith Exhibit "A" Scopeof Services.

TheContractOfticer mayapproveextensionsfor perfonnanceof theServicesin accordance with Section 2.

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Exhibit " C"
Schedule of Compensation
Workers' Compensation
HCMS Workers' Com ensation Annual Fee
Tl eflat Annual Feewill beiuvoicedat thebegii ning of eachmonth. The total anuualflat feeis:

Year I: $ 225, 000
Year 2: $ 230, 000
Year 3: $ 235, 000
Year 4 ( Optional): $ 240, 000
Year 5 ( Optional): $ 245, 000
Start-up Fee: Oue-timefeeof $3,500to starttheprogram, co vertanyClieutdata, printing, administration.

Medical Provider Network: $ 70 per claim.

ClaimsSystemUser: Annualview-onlyuserfee: Two (2) view-only licensesprovided at $ 3, 500. 00 per year.

Medical Bill Review: We review all medical bills imhouse utilizing specialized sofrware. Pricing structure $I0.00 perbill, plus 20% of PPOsavingscappedat$6,500per bill. 10% of savingsonall SpecialtyReviews (in-patient / out-patient) cappedat $6,500 per bill.

UtilizationReview: Weprocessall UtilizationReviewsin-houseutilizingArissaCost Strategies' software. Priceis $25 perAuthorizationOnly Letter; $145for NurseLevel and $ 245 for Peer Review.

Investigative (Sub-rosaandAOE/COE): Wc usevariousinvestigativefirms. Feesarc chargcd back to thc file as an Allocated Loss Adjushnent Expense (ALAE).

Disabilit,y CaseManagement On a caseby casebasis, if we feel a NurseCase Manager (NCM) wouldhelpmauagethedisabiliryofaninjuredwarker. Utilizatio ofa NCMisassi iedafterconsultationwith thedient. 'I7iecostfor aNurseCaseManageris 95perhourandField NurseCaseManageris at $98per hour, plusmileage. 1

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General Liability
HCMS General Liabilitv Annual Fee
IThe FlatAnnualFeeshallbeinvoicedmonthly. ThctotalFlatAnnual/Monthlyfeeis:

Year 1: $ 84, 000 -- $ 7,000 Monthly
Year 2: $ 86, 250 -- $ 7,210 Monthly
Year 3: $ 89, 116 -- 7,426 Monthly
Year 4 ( Optional): $ 91, 776—$ 7,64R Mouthly
Year 5 ( Optional): $ 94, 524— $ 7, 877 Monthly

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CITY OF MONTEBELLO
AMENDMENT NO. 1 TO AGREEMENT NO. 3767
WITH HAZELRIGG CLAIMS MANAGEMENT SERVICES, INC.,
A COMPANY OF TRISTAR CLAIMS MANAGEMENT SERVICES, INC.

This Amendment No. 1 to Agreement No. 3767 ("Amendment No. 1 ") is made and entered into as of the 14th day of June 2023 (“Effective Date”), by and between the City of Montebello, a California municipal corporation duly organized and existing under the law of the State of California ( "City"), and TRISTAR Claims Management Services, Inc., a corporation duly organized and exi sting under the law of the State of California ("Consultant"). City and Consultant are sometimes hereinafter referred to collectively as the "Parties”.

RECITALS
WHEREAS, Effective January 1, 2021, Hazelrigg Claims Management Services, Inc. (“HCMS”), merged with Consultant, the largest privately owned, independent third- party claims administrator in the United States. The City received notice of merger and agreed to HCMS delegating its duties and rights to the Consultant in accordance with Agreement No. 3767, Section 15. – Subcontract, Assignment, or Delegation; and WHEREAS, City and Consultant are Parties to that certain Agreement No. 3767, to provide third party administration for workers’ compensation and general liability services with an “Effective Date” of May 16, 2020 ("Agreement"), pursuant to which City contracted with Consultant to provide services as defined in the Agreement; and WHEREAS, Section 2 4 – "Entire Agreement” of the Agreement allows for amendments to the Agreement by a writing executed by the Parties; and WHEREAS, the Parties each being mutually satisfied with the other's performance thereof, hereby desire to amend the Agreement to extend the term for an additional one-year (1-year) term on the conditions set forth in the Agreement and as provided herein; and
WHEREAS, by exercising the option to extend the Agreement by an additional 1- year, an amendment to the Compensation and Scope of Work (further defined below) is also required.

NOW, THEREFORE, based upon the foregoing recitals, which the Parties agree are true and correct, and for good and adequate consideration the receipt and adequacy of which is acknowledged by the Parties, the Parties agree as follows:

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AMENDMENT NO. 1 TO AGREEMENT NO. 3767

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AMENDMENT
SECTION 1: RECITALS. The above -referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference.

SECTION 2: EXTENSION OF TERM. Through this Amendment No. 1 , the Parties hereto agree to extend the term of the Agreement from May 16, 2023, to May 15, 2024; unless such time is further extended in writing by a subsequent amendment and executed by both Parties.

SECTION 3: AMENDMENT TO COMPENSATION. Through this Amendment No. 1 , the Parties hereto agree to amend the compensation for the purposes of incorporating costs associated with this Amendment No. 1 and as follows:
“The agreed -upon compensation for the consulting services contemplated in the Agreement and memorialized in Amendment No. 1 shall not exceed the annual amount of Two Hundred Thousand and Seventy-Eight Dollars ($278,000). Such sum shall include all amounts payable to Consultant for its subcontracts, leases, materials, and cost arising from, or due to termination of the Agreement. City shall pay Consultant upon thirty (30) days of receipt of invoice and full acceptance of product and services by the City. Said compensation of the Amendment No. 1 shall cover all expenses, losses, damages, and consequences arising out of the nature of work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner of time specified in the aforesaid Agreement; and also include those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risk of any description connected with the work.” SECTION 4: AMENDMENT TO THE SCOPE OF WORK . Through this Amendment No. 1, the Parties hereto also agree to replace the Scope of Work previously made part of Agreement No. 3767 with the “Revised S cope of Services” (Exhibit “A”) attached hereto and made part of this Amendment No. 1.

SECTION 5: INCORPORATION OF REMAINING TERMS . Other tha n as expressly modified in this Amendment No. 1 with respect to the term of the Agreement, all remaining terms, conditions, and provisions of the Agreement, and the entirety thereof, shall remain in full force and effect, and is incorporated fully herein by this reference.

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AMENDMENT NO. 1 TO AGREEMENT NO. 3767

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IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Agreement No. 3767 to provide third party administration for workers’ compensation and general liability services as of the day and year first above written.

(“CITY”)

CITY OF MONTEBELLO

By: ______________________________
Arlene Salazar, Assistant City Manager

(“CONSULTANT”)

TRISTAR CLAIMS MANAGEMENT
SERVICES, INC.

By:

Tom Veale, President

ATTEST:

By: _____________________________
Christopher Jimenez, City Clerk

APPROVED AS TO FORM:

By: _____________________________
Arnold M. Alvarez-Glasman,
City Attorney

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Exhibit “A”

REVISED SCOPE OF SERVICES

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ITEM # 13

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arlene Salazar, Assistant City Manager

BY: Michael Chee, Director of Public Affairs & Information Technology Michael Solorza, Director of Finance

SUBJECT: INFORMATION TECHNOLOGY INFRASTRUCTURE PROJECT

STATUS UPDATE AND BUDGET AMENDMENT

DATE: June 14, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. File and receive the attached detailed budget update reporting spending details of year one of the Information Technology upgrade project and related spending; and

2. Amend the Fiscal Year 2022-23 budget by increasing appropriations by $3,613,179 in Accounts No.100-99-4023.10, 100-99-7000.85, and 325-99- 4999.30; and

3. Take such additional, related action that may be desirable.

FISCAL IMPACT:

In April of 2022, the City Council approved a Professional Services Agreement with IBE Digital to implement a 5-year Strategic Information Technology Infrastructure Improvement Project. This authorized the City Manager to execute a five-year term agreement with IBE Digital to implement the agreement to include improvements and upgrades to the City’s network, storage and related software and hardware purchases, including procurement of installation and related services required and used by staff in all departments. This was in response to a security and technology assessment which resulted in the defined scope of work.

The required budget adjustment recognizes $3.613 million in CSLFRF, also referred to as ARPA, revenue and applies it towards year-to-date expenses in the capital project fund created to track the information technology project expenses (Fund 325).  Because the CSLFRF funds are recorded as unrecognized revenue in the General Fund,

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accounting principles and rules require a three-step process to recognize the revenue in Fund 325.  First, revenue is recognized in the General Fund (Account No. 100-99- 4023.10), then a Transfer Out (expense) is done in the General Fund to move the revenue to Fund 325 (100-99-7000.85).  The final step is to recognize the revenue in Fund 325, to offset the approved expenses already incurred (325-99-4999.30).

The Non-Departmental/Information Technology Upgrades project requires a $3,613,179 budget amendment (to move funds from general fund balance sheet to the IT Project fund) to utilize Coronavirus State and Local Fiscal Recovery Funds (CSLFRF) also referred to as ARPA, towards the citywide information technology security, network, storage and productivity project currently underway. As noted in prior reports and communication to the City Council, the entire CSLFRF award amount of $16.59 million was booked as “unrecognized” revenue, per required accounting procedures. As the revenue is used (i.e., as expenses are incurred), it is “recognized” in the appropriate fund and account.

Expenses have been incurred fiscal year-to-date related to the Information Technology upgrade five-year project. The funding of this project requires budget amendments to record the revenue against the expenses in Fund 325, I.T. Upgrade Project capital fund.

This report provides details on those expenses as well as background on the necessary and required information technology security, storage, software and related project details.

The attached detail of life to date expenses of the I.T. upgrade project (Attachment A) show the breakdown between hardware, software and labor. Over 98% of the project expenses ($3.558 million) are for hardware and software purchases: servers, network switches, workstation computer replacements, software licenses (e.g., Office 365), etc which the majority has been rolled out and in use. The remaining $55,388 in expenses are for installation and deployment (i.e., labor) directly related to installing the new servers, network switches that are on order and software.

Remaining elements of the project:

1. Deployment of new Access Switches city wide. The hardware has been on order for nearly a year, but has faced ongoing delays due to chip shortages industry wide.

2. The remaining balance pertains to labor and professional services to be performed as per description in the Professional Services Agreement scope of work with IBE Digital.

3. On-going costs related to licensing associated with Office365 and other critical software applications.

BACKGROUND/DISCUSSION:

The City of Montebello had sought to make upgrades and improvements to its entire I.T.

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infrastructure which had significantly degraded over time. The result was the completion of the assessment that was presented to City Council in detail at a special meeting at the Quiet Cannon. I.T. infrastructure was at high risk of failure and security compromise due to many years of neglect and failure to upgrade necessary hardware and software components required to conduct and maintain city business and operations.

Significant portions of IT infrastructure had degraded to the point the City faced and experienced constant equipment failures, massive data loss, security breaches and failure to comply with federal requirements for protection of and access to City records and data. Further the assessment discovered that the City was not paying for software licenses for critical production applications (Excel, Work, PowerPoint, Outlook), Adobe and other related software.

The overall goals and objectives of this network backbone hardware and software upgrade project included but was not limited to replacing obsolete hardware, improving operational efficiency and effectiveness, improving cybersecurity posture and standing to meet or exceed recommended protocols for government agencies, and providing disaster recovery/connectivity redundancy (continuity of operations).

As a result of hardware and software updates to date, the City is in compliance with licensing, using current technologies that enhances cyber security, utilizing modern day cloud-based storage, with storage redundancy. The IT project upgrades include:

• Core Data Center Deployment
• XiLeap Disaster Recovery and Business Continuity System • Network Security Enhancements
• Microsoft 365 Migration
• Multi-Factor Authentication
• Network Infrastructure Upgrade
• Desktop and Laptop Computer Replacements
• Managed Security Services
• VoIP Phone System Replacement
• Document Management Upgrades

ENVIRONMENTAL:

N/A

ANALYSIS:

City staff have reviewed and prepared a detailed report on the budget spent in year one of this five-year contract with IT contracted consultant IBE Digital (Attachment A).

While the project timeline suffered some delays due to supply chain and equipment manufacturing caused by pandemic disruptions to supplier production, significant

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progress was made in the past year to implement these upgrades. To date the following has been accomplished or is in progress:

1. Configuration of all City departments to Microsoft Office365 including email domain registration as MontebelloCA.gov and deployment of Teams messaging and related Office365 applications.

2. Configuration of full desktop and laptop computer replacements (including monitors) installed at all City staff workstations and department locations.

3. Network Infrastructure Upgrades at 85% completion, including:
a. Core Data Center server installation of new servers. b. Migration of department data from old unstable servers to new and more secure new on-site servers.
c. It is anticipated that by the end of July 2023, all City server data will complete the migration to new secure on-site servers.

4. Deployment of multi-factor authentication for more secure data protection and access, beginning with Montebello Police Department, in order to bring them into compliance with Department of Justice requirements.

5. City-wide phone system Voice Over Internet (VoiP) hardware and software currently in deployment, providing much needed improvement to ease of use for callers and staff.

SUMMARY:

Staff recommends City Council review the record of funds expended to date, acknowledge installation and improvements to City operating hardware and software and file and receive information for reference. In addition, there are required budget amendments (transfer from one fund to another) to recognize revenue to cover expenses in Fiscal Year 2022-23, increasing appropriations by $3,613,179 in Accounts No.100-99- 4023.10, 100-99-7000.85, and 325-99-4999.30.

ATTACHMENT(S)

1. Attachment A - IT Infrastructure Project Expense Tracking

NEXT STEPS:

N/A

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Citywide Information Technology and Security Upgrade Project ATTACHMENT A FUND 325 FY 2022-23 Expendiures
Date Invoice No. Amount Description Details
3/27/2023 452954 22,337$ Hardware Dell 5/4/2023 454424 41,342$ Hardware Phones 8/22/2022 445360 119,256$ Hardware Nutanix 11/29/2022 448996 7,461$ Hardware Nutanix 5/4/2023 454420 148,421$ Hardware Nutanix 5/17/2023 454857 19,683$ Hardware Nutanix 8/22/2022 445359 164,359$ Hardware Switch Project 10/31/2022 448093 5,852$ Hardware Switch Project 3/27/2023 452947 17,054$ Hardware Switch Project 8/22/2022 445361 8,926$ Hardware Laptops 9/7/2022 446116 46,345$ Hardware Workstations 9/21/2022 446508 113,990$ Hardware Laptops 9/21/2022 446509 10,710$ Hardware Mounts 10/31/2022 448095 175,426$ Hardware Monitors 10/31/2022 448096 346,112$ Hardware Computers 12/2/2022 449152 26,030$ Hardware Yubikey Total 1,273,303$
2/23/2023 452771 6,600$ Labor IT Labor 4/28/2023 454233 41,197$ Labor Nutanix Installation and Deployment Part 1 12/9/2022 449390 7,591$ Labor DUO Deployment Total 55,388$
8/18/2022 445260 326,643$ Software Nutanix 10/31/2022 448094 51,088$ Software Nutanix 2/2/2023 451091 8,995$ Software Veeam 10/12/2022 447363 1,104,252$ Software Xileap 8/18/2022 445256 16,550$ Software Quest Migration Software 7/28/2023 444651 318,864$ Software Microsoft Licenses 8/15/2022 CH#1596 (6,377)$ Software Microsoft Licenses refund check 5/1/2023 454240 3,327$ Software Microsoft Licenses 10/31/2022 448092 1,980$ Software Duo Access 1/6/2023 450113 118,117$ Software CITRIX 8/18/2022 445257 341,050$ Software Switch Project Total 2,284,488$
Hardware 1,273,303$ 35.2% <=% of Total Spent Software 2,284,488$ 63.2%
Labor 55,388$ 1.5%
Total 3,613,179$

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ITEM # 14

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arlene Salazar, Assistant City Manager

BY: Michael Solorza, Director of Finance

SUBJECT: ANNUAL APPROVAL OF CITY'S INVESTMENT POLICY

DATE: June 14, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Adopt Resolution No. 23-53 approving the Investment Policy Statement for the City and Successor Agency as required by Government Code Section 53601 et al.

FISCAL IMPACT:

Approval of the updated Investment Policy Statement has no immediate fiscal impact. State Government Code requires annual review and approval of the investment policy by a City’s governing body, even if no changes are made to the policy.

The attached policy remains unchanged from the version approved by the City Council last year (June 8, 2022). Staff is bringing the policy for City Council review and approval so this process is aligned with the annual budget development and adoption, and that annual review and approval per Government Code is assured.

BACKGROUND/DISCUSSION:

State Government Code requires cities to have a City Council approved investment policy that guides the investment of idle cash. The policy is intended to provide specific criteria for the prudent investment of City and Successor Agency funds. The ultimate goal of the policy is to enhance the economic status of the City while protecting funds under management and meeting daily cash flow needs.

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The City of Montebello has an investment policy statement most recently reviewed and approved on June 8, 2022 (and prior to that, August 19, 2019, October 28, 2020, June 23, 2021). Government Code requires an annual review and approval of the investment policy statement – even if no changes are made. The 2019 approval was the first time the City’s investment policy was updated since 2011, with a previous update done in 2007. The irregular nature of review and updating of the policy required a much more thorough updating in October, 2020. The June 8, 2022 update was routine, as the review process is now aligned on an annual basis and coincides with budget review and adoption.

The updated version of the City’s investment policy was submitted to the California Municipal Treasurers Association (CMTA) for consideration of their investment policy review and award program. The CMTA investment policy program utilizes public treasury officials to review public agency policies to ensure they comply with best practices and Government Code. For the first time in the City’s history, the City’s policy was submitted and passed the review with flying colors. Having passed this review process is one more indication of the progress made in achieving fiscal sustainability in Montebello.

There are no changes to the attached award winning policy for Fiscal Year 2023-24. The policy (Attachment B) fully incorporates Government Code Section 53601 et al allowable investments. Having the ability to further diversify funds, and improve safety and liquidity while also gaining some yield is a prudent move.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

The City Council is being asked to adopt a resolution approving the Investment Policy Statement of the City and Successor Agency. There are no changes to the investment policy, and it remains identical to the version adopted on June 8, 2022. This approval will continue the re-alignment of investment policy consideration so that it occurs annually in June.

ATTACHMENT(S)

1. ATTACHMENT A - Resolution No. 23-53 Investment Policy Update 06_14_2023

NEXT STEPS:

N/A

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ATTACHMENT A
RESOLUTION NO. 23-53
A RE

SOLUTION OF THE CITY COUNCIL OF THE CITY OF

MONTEBELLO ADOPTING AN INVESTMENT POLICY STATEMENT

FOR THE CITY AND SUCCESSOR AGENCY
RE
CITALS
W
HEREAS, State Government Code Section 53646(a) sets guidelines for how local officials should submit an investment policy; and, W
HEREAS, Government Code requires the investment policy to be considered, reviewed and approved annually at a public meeting; and, W
HEREAS, the Investment Policy Statement of the City and Successor Agency was last reviewed and considered by the City Council on June 8, 2022; and N

OW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY RESOLVES, FINDS, AND DECLARES AS FOLLOWS:

SEC
TION 1. Investments of City funds shall be made in accordance with the Investment Policy Statement attached hereto as Exhibit A and made part hereof.

SEC
TION 2. The policies adopted by this resolution are in addition to and supplement any other legal requirements.

SEC
TION 3. The City Treasurer and/or Director of Finance shall deliver a copy of the Investment Policy Statement to any and all financial institutions which hold City and/or Successor Agency funds and investments.

S
ECTION 4: That the City Clerk shall certify to the passage and adoption of this Resolution and that the same shall be in full force and effect.

AP
PROVED AND ADOPTED THIS 14TH DAY OF JUNE, 2023
___
____________________________
David Torres, Mayor

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RESOLUTION NO. 23-53

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ATTEST: APPROVED AS TO FORM:

________________________________ ________________________________ Christopher Jimenez, City Clerk Arnold M. Alvarez-Glasman, City Attorney

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF MONTEBELLO )

I, Christopher Jimenez, City Clerk of the City of Montebello, County of Los Angeles, State of California, hereby certify that the foregoing Resolution No. 23-53 was passed and adopted by the City Council of the City of Montebello, signed by the Mayor and attested by the City Clerk at a regular meeting of said Council held on the 14 th day of June, 2023
and that said Resolution was adopted by the following vote, to-wit:

AYES:

NOES:

ABSTAIN:

ABSENT:

DATE:

Christopher Jimenez, City Clerk

• EXHIBIT A - Investment Policy Statement

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City and Successor Agency
Montebello
Investment Policy
Fiscal Year 2023-24
Adopted by City Council
June 2023

EXHIBIT A

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1 | Page
Investment Policy Statement
Adopted June 14, 2023

City/Successor Agency of Montebello
Investment Policy

TABLE OF CONTENTS

Introduction ....................................................................................................................2 Scope .............................................................................................................................2 Delegation of Authority ...................................................................................................2 Ethics and Conflicts of Interest .................................................................................... 2 Prudence/Prudent Investor Standard .......................................................................... 2 Internal Controls .......................................................................................................... 3 Investment Objectives ................................................................................................. 3 Performance Evaluation .............................................................................................. 3 Diversification .............................................................................................................. 3 Portfolio Segregation ................................................................................................... 4 Bond Issuance Arbitrage Rebate ..................................................................................4 Qualified Dealers ......................................................................................................... 4 Safekeeping of Securities ..............................................................................................4 Collateralization ........................................................................................................... 5 Maximum Maturities ......................................................................................................5 Investment Pools/Money Market Mutual Funds .......................................................... 5 Authorized and Suitable Investments ............................................................................6 Ineligible Investments ....................................................................................................9 Fiscal Accountability and Investment Committee ........................................................ 9 Portfolio Reporting ........................................................................................................9 Review of Investment Portfolio .................................................................................. 10 Investment Policy Adoption ........................................................................................ 10 Glossary ...................................................................................... ............................. 11

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2 | Page
Investment Policy Statement
Adopted June 14, 2023

1. INTRODUCTION

This Statement of Investment Policy (“Investment Policy” or “Policy”) is intended to provide specific criteria for the prudent investment of City and Successor Agency funds. The ultimate investment goal is to enhance the economic status of the City while protecting funds under management and meeting the daily cash flow demands of the City and Successor Agency. This investment policy has been prepared in conformance with all pertinent existing laws of the State of California including California Government Code Sections 53600, et seq. (NOTE: throughout this Policy, it is understood that any reference to “City” is inclusive of the “Successor Agency.”)

2. SCOPE

This investment policy applies to all of the City's idle cash invested in various vehicles and encompasses all monies under the direct oversight of the City Treasurer and Director of Finance and include the General Fund, Reserve Funds, Special Revenue Funds, De bt Service Funds, Capital Project Funds, Permanent Fund, Proprietary Funds, Trust and Agency Funds, including the Successor Agency to the Dissolved Montebello Redevelopment Agency, and any other funds that may be created.

These funds are accounted for in t he City of Montebello’s Comprehensive Annual Financial Report (CAFR).

3. DELEGATION OF AUTHORITY

Authority to manage the City of Montebello’s investment program is derived from California Government Code Section 53601 et al. The authority of the City Council to invest or reinvest monies of the City has been delegated by the City Council to the City Treasurer and Director of Finance until such time the delegation is revoked. No p erson may engage in an investment transaction except as provided under the terms of this policy and the procedures established by the Director of Finance.

4. ETHICS AND CONFLICTS OF INTEREST

Officers and employees involved in the investment process shall refrain from personal business activity that conflicts with proper execution of the investment program or that impairs their ability to make impartial investment decisions. Employees and investment officials shall disclose any material financial interests that could be related to the performance of the City's investment policy annually with the California Fair Political Practices Commission or as necessary under the Political Reform Act and Government Code Section 1090 et seq.

5. PRUDENCE/PRUDENT INVESTOR STANDARD

The City's pooled investment program operates under the Prudent Investor Standard, Government Code Section 53600.3, and applicable State laws. When investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing public funds, responsible/delegated officials shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the City, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the City.

Within the limitations of this section and con sidering individual investments as part of an overall strategy, investments may be acquired and sold as authorized by law. This affords a broad spectrum of investment opportunities so long as the investment is deemed prudent and permissible by the State of California, various bond indentures and this policy. It is the goal of officials so authorized under this Policy to strive to invest 100 percent of idle funds.

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6. INTERNAL CONTROLS

The Director of Finance and/or his/her designee shall establish procedures that separate the internal responsibility for management and accounting of the investment portfolios. An analysis by an external independent auditor shall be conducted annually to review internal controls, account activity and compliance with policies and procedures.

7. INVESTMENT OBJECTIVES

The City's cash management system is designed to accurately monitor and forecast revenues and expenditures, thus enabling funds to be invested to the fullest extent possible. A diversified portfolio is maintained to accomplish the primary objectives in the order of safety, liquidity, and yield.

Safety: The safety/risk associated with an investment refers to the potential loss of principal, accrued interest or a combination of these. Credit risk is mitigated by monitoring financial institutions with which he/she will do business, and by careful scrutin y of the credit worthiness of the investment instruments as well as the i nstitutions. Such resources as nationally recognized statistical -rating organization (NRSRO) services are utilized for this review. Mitigation of interest rate risk is sought through diversification of instruments as well as maturities.

Liquidity: The portfolio will be structured with sufficient liquidity to allow the City to meet anticipated cash requirements. This will be accomplished through the purchase of a diversity of instr uments to include those with active secondary markets, those that can match maturities to expected cash needs, and the State Local Agency Investment Fund (LAIF) with immediate withdrawal provisions.

Yield: A competitive market rate of return is the thi rd objective of the investment program after the fundamental requirements of safety and liquidity have been met. The portfolio shall be managed to consistently attain a market rate of return throughout budgetary and economic cycles. Whenever possible, and consistent with risk limitations and prudent investment management, the City will seek to augment returns above the market average rate of return through the implementation of active portfolio management strategies.

8. PERFORMANCE EVALUATION

Investment performance is continually monitored and evaluated by the City. Investment portfolio reports are generated on a monthly and quarterly basis and submitted to the City Council, City Manager, and Investment Committee. A quarterly Treasurer’s report is a lso presented to the City Council and Investment Committee.

9. DIVERSIFICATION

The City will diversify use of investment instruments to avoid unreasonable risks inherent in over-investing in specific instruments, individual financial institutions, or maturities.

Market price volatility shall be controlled through maturity diversification, as well as ensuring adequate liquidity is available to meet cash flow requirements, thereby precluding the need to sell instruments at a market loss.

Risk o f default will be controlled by acquiring instruments such as Government Securities, or by diversifying the portfolio within the constraints and parameters of Section 17 of this Policy, Authorized and Suitable Investments.

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10. PORTFOLIO SEGREGATION

Within the overall funds managed, bond proceeds held by fiscal agents or trustees shall also be segregated and invested in accordance with each indenture.

The primary purpose of any separately managed bond proceeds is to structure investment maturities to meet current and future liabilities. The preservation of principal and the maintenance of liquidity are the most important factors regarding the investment of bond proceeds. Portfolio yield is not a primary factor since the portfolio structure, eligible investment assets and maturity restrictions are governed by draws and expenditure schedules of the issues. Performance will be based upon maximizing permitted positive arbitrage within the context of principal preservation as a first priority (pre-1986 Tax Reform Act issuances) or minimizing or eliminating negative arbitrage (yield-restricted issues).

11. BOND ISSUANCE ARBITRAGE REBATE

The U.S. Tax Reform Act of 1986 requires the City to perform annual arbitrage calculations and rebate excess earnings to the U.S. Treasury for investment returns that exceed the allowable interest earnings limit of each bond issue. The arbitrage calculatio n process must be conducted for the investment of proceeds of bond issues sold after the effective date of this law. This arbitrage calculation will be contracted out to provide the necessary technical expertise to comply with this regulation. The City's investment position relative to the interest rate arbitrage restrictions is to have safety and the highest permitted return the law allows as the highest priority while ensuring the preservation of principal and liquidity.

12. QUALIFIED DEALERS

The City shall transact business only with Registered Investment Advisors, national or state -chartered banks, savings and loans, and broker dealers. The dealers should be primary dealers regularly reporting to the New York Federal Reserve Bank, or approved reg ional or secondary market dealers that qualify under the Securities and Exchange Commission Rule 15C3-1 (uniform net capital rule).

Authorized officials of the City may direct a fiscal agent or trustee to execute investment transactions on behalf of the City for funds held by that fiscal agent or trustee.

The City will monitor broker/dealers and their firms to ensure they are in good standing with the appropriate regulatory agencies.

13. SAFEKEEPING OF SECURITIES

To protect against losses caused by the collapse of individual securities dealers, all securities owned by the City, including collateral for repurchase agreements, shall be held in safekeeping by a third party bank trust department acting as agent for the City under the terms of a custody agreement or, in the case of funds held by the fiscal agent or trustee, the fiscal agent or trustee shall segregate and report securities held on the City's behalf. Any trade executed by a dealer is required to settle on a delivery versus payment basis with the City's safekeeping agent.

Fiscal agents or trustees in receipt of City of Montebello bond proceeds will settle security transactions on a delivery versus payment method based upon instructions provided by the authorized City official or the City's investment advisor. The fiscal agents or trustees will issue monthly custodian statements evidencing securities held in safekeeping, including the receipt of interest and maturity proceeds, the disbursement of funds for the purchase of securities, and the receipt of any sale proceeds.

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14. COLLATERALIZATION

All demand deposits, time deposits and repurchase agreements are to be fully collateralized with securities authorized by the California Government Code and the City.

• The cost value (book value) of collateral pledged for demand deposits must at all times be equal to or greater than the amount on deposit, plus accrued interest, in accordance with the following ratio:
o U.S. Treasury Securities: 110%

• The cost value (book value) of collateral pledged for repurchase agreements must at all time s be equal to or greater than the par amount, plus accrued interest, with the following ratios:
o U.S. Treasury Securities: 102%
o U.S. Government Agencies: 102%

• It is the policy of the City to require reports at least on a quarterly basis from institutions with which the City has pledged security interest. The adequacy of collateralization shall be monitored to ensure that balances are collateralized in acco rdance with the ratios approved herein.

• With regard to repurchase agreements , it is the policy of the City to initiate a margin call in the event pledged collateral falls below the appropriate ratio.

• Collateralized investments and deposits often require substitution of collateral. Any broker or financial institution requesting substitution must contact the City for approval in the event the counterparty to the transaction is not authorized under agreement with the City to make substitutions.

15. MAXIMUM MATURITIES

In accordance to California Government Code Section 536 01, The City will not invest in any securities maturing more than five (5) years from the settlement date of purchase. If there is a desire to make investments longer than five years, express authority to make those investments, either specifically or as part of an investment program, must be approved by the City Council no less than three months prior to the investment.

16. INVESTMENT POOLS/MONEY MARKET MUTUAL FUNDS

A thorough investigation of any government sponsored pool and/or mutual fund is requ ired prior to investing and on a continual basis. There shall be a questionnaire completed which will provide the following information:

• A description of eligible investment securities, and a written statement of investment policy and objectives.
• A description of interest calculations and how it is distributed, and how gains and losses are treated.
• A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited. • A description of who may invest in the program, how often and what size of deposits and withdrawals are allowed.
• A schedule for receiving statements and portfolio listings.

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• A description of how the pool/fund utilizes reserves, retained earnings, etc. • A fee schedule, including when and how fees are assessed. • The eligibility of the pool/fund to invest in bond proceeds and special district funds, and a description of its practices.

17. AUTHORIZED AND SUITABLE INVESTMENTS

The City is governed by the California Government Code, Sections 53600 et seq. Within the context of these limitations and based on the cost at the time of purchase, the following investments are authorized:

INVESTMENT TYPE MAXIMUM

MATURITY

MAXIMUM
SPECIFIED %

OF PORTFOLIO

MINIMUM QUALITY

REQUIREMENTS

GOVERNMENT
CODE

SCTIONS
U.S. Treasury
Obligations 5 years None None 53601(b)
U.S Agency
Obligations 5 years None None 53601(f)
State Obligations— CA
And Others 5 years None None 53601(d)
CA Local Agency
Obligations 5 years None None 53601(e)
Local Agency Bonds 5 years None
‘A” rating category or its
equivalent or better

53601(a)
Bankers’ Acceptances 180 days 40% None 53601(g)
Commercial Paper—
Non-Pooled Funds 270 days or less
25% of the
Agency's
Money
Highest letter and
number rating by an
NRSROH
53601(h)(2)(C)
Commercial Paper—
Pooled Funds 270 days or less
40% of the
Agency's
Money
Highest letter and
number rating by an
NRSROH
53635(a)(1)
Negotiable Certificates
of Deposit 5 years 30% None 53601(i)
Non-negotiable
Certificates of Deposit 5 years None None 53630 et seq.

Placement Service
Deposits 5 years 50% None 53601.8 and
53635.8
Placement Service
Certificates of Deposit 5 years 50% None 53601.8 and 53635.8
Repurchase
Agreements 1 year None None 53601(j)
Reverse Repurchase
Agreements and
Securities Lending
Agreements
92 days
20% of the base
value of the
portfolio
None 53601(j)
Medium-Term Notes 5 years or less 30% “A” rating category or its equivalent or better 53601(k)
Mutual Funds And
Money Market Mutual
Funds
N/A 20% Multiple 53601(l) and
53601.6(b)

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Collateralized Bank
Deposits 5 years None None 53630 et seq.
and 53601(n)
Mortgage
Pass–Through and
Asset–Backed
Securities
5 years or less 20% “AA” rating category or its
equivalent or better 53601(o)
County Pooled
Investment Funds N/A None None 27133
Joint Powers Authority
Pool N/A None Multiple 53601(p)
Local Agency
Investment Fund
(LAIF)
N/A None None 16429.1
Supranational
Obligations 5 years or less 30% “AA” rating category or its equivalent or better 53601(q)

A. United States Treasury Obligations: Bills, Bonds, and Notes, or those for which the full faith and credit of the United States are pledged for payment of principal and interest. There is no limitation as to the percentage of the portfolio that can be invested in this category.

B. United State s Agency Obligations: Issued by United States Federal agencies or government-sponsored enterprise obligations, or other instruments, including those issued by or fully guaranteed as to principal and interest by Federal agencies or United States government-sponsored enterprises. Although there is no percentage limitation on these issues, the "prudent investor" standard shall apply to investments from a single agency.

C. State Obligations (California/Other States) and California Local Agency Obligations :

Registered state warrants or treasury notes or bonds of the State of California or any of the other 49 states and bonds, notes, warrants or other evidences of indebtednes s of any local agency within California, including bonds payable solely out of the revenues from a revenue producing property owned, controlled or operated by the state or local agency or by a department, board, agency or authority of the state or local agency.

D. Local Agency Bonds : Includes bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by the local agency or by a department, board, agency, or authority of the local agency rated “A” or better by a NRSRO.

E. Bankers’ Acceptances: If purchased may not exceed 180 days to maturity or 40 percent of the cost (book) value of the portfolio. No more than 5 percent of the cost (book) value of the portfolio may be invested in Bankers’ Accep tances issued by any one bank. Prior to the purchase of any Banker’s Acceptance, the portfolio manager shall review the rating of the issuing bank. Bankers’ Acceptances of issuing financial institutions shall have both a short and long term rating in the h ighest category by at least one nationally recognized rating agency at the time of purchase.

F. Commercial paper (Pooled and Non -Pooled Funds): R anked of "prime" quality of the highest ranking or of the highest letter and number rating as provided for b y NRSRO and issued by a domestic corporation having assets in excess of $500 million. The commercial paper must also have an “A” or better rating for the issuer’s debt, other than commercial paper, if any, as

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provided by a NRSRO. Purchase of commercial pap er from corporations on negative credit watch by a major rating agency shall be prohibited. Purchases of eligible commercial paper may not exceed 270 days to maturity.

G. Negotiable and Non -Negotiable Certificates of Deposit (including Placement Serv ice Deposits/Certificates of Deposit): Negotiable Certificates of Deposit are limited to 30% of the City’s monies which may be i nvested, with no maximum limit for Non-Negotiable Certificates of Deposit. Placement Service Deposits/Certifications of D eposit have a limit of 50% of the portfolio.

H. Repurchase agreements : The City may invest in repurchase agreements with banks and primary dealers with whom the City has entered into a master repurchase agreement that specifies terms and conditions of repurch ase agreements. The maturity of repurchase agreements shall not exceed 365 days. In order to conform with provisions of the Federal Bankruptcy Code which provides for the liquidation of securities held as collateral for repurchase agreements, the only sec urities acceptable as collateral shall be securities that are direct obligations of, or that are fully guaranteed as to principal and interest by, the United States Government such as Treasury bills, Treasury notes or Treasury bonds with less than a five year maturity.

I. Reverse repurchase agreements /Securities Lending Agreements: The City may invest in reverse repurchase agreements only with those banks and primary dealers with whom the City has entered into a master repurchase agreement outlining terms and conditions of repurchase and reverse repurchase agreements.

J. Corporate medium term notes : Issued by a domestic corporation having an “A” or better rating criteria at time of purchase on its long -term debentures as provided by a NRSRO. The aggregate total of all purchased medium term notes may not exceed 30 percent of the cost value of the portfolio. No more than 5 percent of the cost value of the portfolio may be invested in corporate medium term notes issued by any one corporation. Commercial paper and bankers’ acceptance holdings shall be considered when calculating the maximum percentage in any issuer name.

K. Mutual Funds/Money market mutual funds: H aving a rating of “AAA” or an equivalent by no less than two NRSRO with no load and maintained at $1 par value. No more than 20 percent of the cost value of portfolio value at time of purchase should be invested in this category, and the City's investment in any specific mutual fund will not exceed 10 percent of that mutual fund's total assets.

L. Mortgage Pass -through and Asset Backed Securities : A mortgage pass-through security, collateralized mortgage obligation, mortgage -backed or ot her pay -through bond, equipment lease-backed certificate, consumer receivable pass-through certificate, or consumer receivable-backed bond. Securities eligible for investment under this subdivision shall be rated in a rating category of “AA” or its equival ent or better by an NRSRO and have a maximum remaining maturity of five years or less. Purchase of securities authorized by this subdivision shall not exceed 20 percent of the agency’s surplus moneys that may be invested pursuant to this section.

M. County Pooled and/or Joint Powers Authority Investment Funds: The city may invest in a joint powers authority organized pool that invests in the securities and obligations authorized in 53601(a) to (q) inclusive. There is no limitation as to the percentage o f monies that can be invested in either a County or Joint Powers Authority pool

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N. Local Agency Investment Fund : The City may invest in the LAIF established by the State Treasurer for the benefit of local agencies up to the maximum permitted by State law.

O. Supranational Obligations: Securities of United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter -American Development Bank, with a maximum remaining maturity of five years or less, and eligible for purchase and sale within the United States. Investments under this subdivision shall be rated “AA” or better by an NRSRO and shall not exceed 30 percent of the agency’s moneys th at may be invested pursuant to this section.

18. INELIGIBLE INVESTMENTS

Investments not described herein including, but not limited to, equity securities such as common stocks, preferred stocks, convertibles, inverse floaters, range notes and inter est-only strips that are derived from a pool of mortgages are prohibited from use in this portfolio. The City is prohibited from entering into a margin agreement and/or borrowing on margin.

19. FISCAL ACCOUNTABILITY AND INVESTMENT COMMITTEE

The City Council will appoint a Fiscal Accountability and Investment Committee composed of seven (7) City of Montebello residents , with the City Treasurer and Director of Finance (or his/her designee) serving as ex officio members.

Each City Councilmember will appoint one person to the committee, making up five (5) of the seven (7) total members. The terms of Committee members chosen in this manner will coincide with that of the appointing City Councilmember or at such time the ap pointing City Councilmember makes a subsequent appointment.

The additional two (2) members will be appointed by majority vote of the entire City Council. The terms of Committee members chosen in this manner will be four (4) years with the term commencing on the date the appointment is approved by a majority of the City Council and ending four (4) years from that date or at such time a majority of City Councilmembers make a subsequent appointment.

All members, regardless of the method of appointment, may serve multiple, consecutive terms.

The committee will meet at a minimum quarterly to review, monitor and make recommendations with respect to the City’s investment program , as well as meet the requirements of the Measure H Transaction and Use Tax Ordinance, Section 19, Accountability which requires an annual review of the expenditure of the proceeds of Measure H . A registered investment advisor may be appointed by the City Council to serve as advisor to the Committee and the City Council.

20. PORTFOLIO REPORTING

In accordance with California Government Code, Sections 53607 and 53646(b), the Director of Finance shall provide on a monthly and quarterly basis an investment portfolio report t o the City Council. The report shall include a listing of each of the City's investments (a description that adequately describes the security), the purchase date, maturity date, cost basis, current cost value (book value), interest rate, weighted average maturity, current unrealized loss or gain and a listing of investment transactions that includes purchase/deposit and sale/withdrawal activity. Various investment types will be categorized and grouped in the same structure as the qualified investment categ ories identified in this policy. The

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portfolio report shall include a statement certifying the ability of the City to meet its expenditure requirements for the next six months, or provide an explanation as to why sufficient money shall, or may, not be available.

The investment portfolio report shall include market value information for all investments. A monthly market value will be obtained for each security owned by the City. For purposes of reporting, the market value of each security may be obtained from the City’s custodian bank or other pricing source(s) utilized by the City’s designated investment management firm (registered investment advisor).

The City shall record interest revenue on a modified accrual basis of accounting that is typical for reporting and recording of interest earnings. Securitie s held by a fiscal agent or trustee shall also be recorded on a modified accrual basis of accounting. The Director of Finance will report year -end investments in conformance with Governmental Accounting Standards Board Statement Nos. 31, 40, and 72.

21. REVIEW OF INVESTMENT PORTFOLIO

The securities held by the City must be in compliance with Section 17, Authorized and Suitable Investments, at the time of purchase. A quarterly review of investments will be done to identify any securities that are no longer in compliance.

22. INVESTMENT POLICY ADOPTION

The City Council shall review and adopt this Investment Policy by resolution annually.

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GLOSSARY

AGENCIES – Agencies of the Federal government set up to supply credit to various classes of institutions (e.g., S&L's, small business firms, students, farmers, housing agencies, etc.) Examples include Federal Home Loan Mortgage Corporation (FHLMC), Federal National Mortgage Association (FNMA), Federal Home Loan Bank (FHLB), and Federal Farm Credit Bank (FFCB).

ASSET BACKED SECURITIES - Securities supported by pools of installment loans or leases or by pools of revolving lines of credit.

ASK/OFFER – The price at which securities are offered. (The price at which a firm will sell a security to an investor)

BANKERS’ ACCEPTANCE (BA) – A draft or bill of exchange accepted by a bank or trust company.

The accepting institution guarantees payment of the bill as well as the issuer.

BASIS POINT – One one-hundredth of a percent (i.e., 0.01 percent)

BEAR MARKET – A period of generally pessimistic attitudes and declining market prices.

BID PRICE – The price at which a broker/dealer will buy securities from an investor.

BOND EQUIVALENT YIELD – The basis on which yields on notes and bonds are quoted.

BOOK VALUE (COST VALUE) – The purchase price of the security as recorded on the City’s books.

BROKER – An individual or firm acting as intermediary by purchasing and selling securities for others.

BULL MARKET – A period of generally optimistic attitudes and increasing market prices.

CALLABLES – Securities that the issuer has the right to redeem prior to maturity.

CERTIFICATE OF DEPOSIT (CD) - A time deposit with a specific maturity evidenced by a certificate.

Large denomination CD's are typically negotiable.

CMT – Constant Maturity Treasury – An index of the average yield on United States Treasury securities adjusted to a constant maturity.

COLLATERAL – Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COMPREHENSIVE ANNUAL FINANCIAL REPORT (CAFR) - The official annual financial report of the City. It includes combined statements for each individual fund a nd account group prepared in conformity with Generally Accepted Accounting Principles (GAAP). It also includes supporting schedules necessary to demonstrate compliance with finance -related legal and contractual provisions, extensive introductory material, and a detailed Statistical Section.

CORPORATE MEDIUM TERM NOTE – A security issued by a corporation doing business in the U.S. with a maturity not to exceed five years.

COST VALUE (BOOK VALUE) – The purchase price of the security as recorded on the City’s books.

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COUPON – a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value; b) a certificate attached to a bond evidencing interest due on a payment date.

DEALER – An individual or firm acting as principal in a security transaction.

DEBENTURE - A bond secured only by the general credit of the issuer.

DELIVERY VS PAYMENT - Delivery of securities with a simultaneous exchange of money.

DEMAND ACCOUNT – An account with a commercial bank from which check withdrawals may be made at any time.

DERIVATIVES – Financial products that are dependent for their value on (or derived from) an underlying financial instrument, a commodity, or an index representing values of groups of such instruments or assets.

DISCOUNT – The difference between the cost price of a security and its par value when the cost is lower than par. A security selling below original offering price shortly after sale also is considered to be at a discount.

DIVERSIFICATION – Dividing investment funds amon g a variety of securities offering independent returns.

FEDERAL FUNDS RATE – Interest rate charged by one institution lending federal funds to another.

FEDERAL OPEN MARKET COMMITTEE (FOMC) – Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other presidents serve on a rotating basis.

The Committee periodically meets to set Federal Reserve guidelines regardi ng purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money.

FINANCIAL ADVISOR – A firm or bank that acts in a financial advisory capacity with respect to a new issue of municipal securities pursuant to a written contract.

FISCAL AGENT – A financial institution which performs payment of principal and interest to bondholders, and certain administrative duties on the bond issuer’s behalf.

GOVERNMENTAL ACCOUNTING STANDARDS BOARD – The independent organization that establishes and improves standards of accounting and financial reporting for U.S. state and local governments.

INTERNAL RATE OF RETURN – Rate of return over the life of a security on variables.

LOCAL AGENCY INVESTMENT FUND (LAIF) – The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment.

MARKET VALUE – The price at which a security is trading, usually the liquidation value.

MASTER REPURCHASE AGREEEMENT – A written contract covering all future transactions between the parties to repurchase -reverse repurchase agreements that establishes each party’s rights in the

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transactions. A master agreement will often specify, among other things, the right of the buyer-lender to liquidate the underlying securities in the event of default by the seller borrower.

MONEY MARKET MUTUAL FUNDS – Open-ended mutual fund that invests in commercial paper, banker’s acceptances, repurchase agreements, government securities, certificates of deposit and other highly liquid and safe securities, and pays money market rates of interest. The fund’s net asset value remains a constant $1 a share, with the interest rate increasing or decreasing.

MORTGAGE PASS-THROUGH SECURITIES – A securitized participation in the interest and principal cash flows from a specified pool of mortgages. Principal and interest payments made on the mortgages are passed through to the holder of the security.

NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO) – A rating organization designated by the SEC as being nationally recognized.

OFFER PRICE – The price at which a broker/dealer will offer securities to an investor.

OPEN MARKET OPERATIONS – Federal Reserve activity. Under the Federal Reserve Act, the Fed uses purchases and sales of Government and Federal Agency securities to add to or subtract from commercial bank reserves. Goals are to sustain economic growth, hi gh employment and reasonable price stability.

PAPER GAIN OR LOSS – Term used for unrealized gain or loss on securities being held in a portfolio based on comparison of current market quotes and their original cost. This situation exists as long as the security is held while there is a difference between cost value (book value) and the market value.

PORTFOLIO – Collection of securities held by an investor.

PREMIUM – The difference between the cost price of a security and its par value, when the cos t is higher than par.

PRIMARY DEALER – A group of government securities dealers that serve as trading counterparties of the New York Fed in its implementation of monetary policy. This role includes the obligations to: (i) participate consistently in ope n market operations to carry out U.S. monetary policy pursuant to the direction of the Federal Open Market Committee (FOMC); and (ii) provide the New York Fed's trading desk with market information and analysis helpful in the formulation and implementation of monetary policy. Primary dealers are also required to participate in all auctions of U.S. government debt and to make reasonable markets for the New York Fed when it transacts on behalf of its foreign official account-holders.

RATE OF RETURN – The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity; on a bond, the current income return.

REPURCHASE AGREEMENT (REPO) – A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security “buyer” in effect lends the “seller” money for the period of the agreement, and the terms of the agreement are structured to compensate them for this.

REVERSE REPURCHASE AGREEMENT (REVERSE REPO) – A reverse -repurchase agreement (reverse repo) involves an investor borrowing cash from a financial institution in exchange for securities. The investor agrees to repu rchase the securities at a specific date for the same cash value plus an agreed upon interest rate. Although the transaction is similar to repo, the purpose of entering

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into a reverse repo is quite different. While a repo is a straightforward investment o f public funds, the reverse repo is a borrowing.

SAFEKEEPING – The service provided by banks and trust companies for clients when the bank or trust company stores the securities, takes in coupon payments, and redeems issues at maturity.

SECURITIES & EXCHANGE COMMISSION (SEC) - Agency created by Congress to protect investors in securities transactions by administering securities legislation.

SEC RULE 15(C) 3-1 – See Uniform Net Capital Rule.

SPREAD – a) The yield or price difference between the b id and offer on an issue; b) the yield or price difference between different issues.

SUPRANATIONALS – International institutions formed by two or more governments that transcend boundaries to pursue mutually beneficial economic or social goals. There a re three supranational institutions that issue obligations that are eligible investments for California local agencies: the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), and Inter-American Development Bank (IADB).

SWAP – The sale of one issue and the simultaneous purchase of another for some perceived advantage.

TREASURY BILLS – A non-interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months or one year.

TREASURY BONDS – U.S. Treasury securities that have initial maturities of more than 10 years.

TREASURY NOTES – Intermediate-term coupon bearing U.S. Treasury securities having initial maturities from one year to ten years.

TRUSTEE – A financial institution with trust powers that acts in a fiduciary capacity for the benefit of the bondholders in enforcing the terms of the bond contract.

UNIFORM NET CAPITAL RULE – Securities and Exchange Commi ssion requirement that member firms as well as nonmember broker -dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities. Liquid capital includes cash and assets easily converted into cash.

WHEN ISSUED BASIS (WI) – A term applied to se curities that are traded before they are actually issued with the stipulation that transactions are null and void if securities are not issued.

YIELD CURVE – Yield calculations of various maturities at a given time to observe spread difference.

YIELD TO MATURITY – The current coupon yield minus any premium above par, or plus any discount from par in the purchase price with the adjustment spread over the period from date of purchase to maturity.

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ITEM # 15

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Arlene Salazar, Assistant City Manager

BY: Michael Solorza, Director of Finance
Micah Herd, Senior Management Analyst

SUBJECT: REQUEST TO APPROVE ANNUAL BLANKET PURCHASE ORDERS FOR FISCAL YEAR 2023-24

DATE: June 14, 2023

RECOMMENDATION(S):

It is recommended that the City Council:

1. Authorize issuing Blanket Purchase Orders/purchasing authorization amounts to various vendors for purchasing during Fiscal Year 2023-24; and

2. Authorize the City Manager to approve up to an additional $25,000 in expenditures for each vendor, if necessary, during the same fiscal year; and

3. Take such additional, related action that may be desirable.

FISCAL IMPACT:

As part of the assessment process for this request, the Finance Department reviewed vendors that multiple City departments frequently utilize. The review identified several vendors utilized by multiple departments for various purchases (i.e., office supplies, maintenance supplies, printing, etc). To ensure these purchases meet internal and external purchasing guidelines, it is requested that the City Council authorize issuing blanket purchase orders to each vendor. If this recommendation is approved, the Finance Department will issue Blanket Purchase Orders to each vendor in the following amounts:

Vendor Name Description Amount GL
Code
Acro Printing General printing, advertisements,
community promotions
$25,000 Various
Amazon General supplies $175,000 Various

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Arte Printing General printing, advertisements,
community promotions
$25,000 Various
CDWG Computer hardware, software $25,000 Various
Dell
Computers
Computer hardware, software $25,000 Various
Grainger General supplies, equipment $25,000 Various
Home Depot General supplies, equipment $50,000 Various Sauce
Creative
General printing, advertisements,
community promotions
$25,000 Various

It is also requested that the City Manager be authorized to approve an additional $25,000 to each vendor during the fiscal year if the need arises. All purchase orders will be valid for purchases made during the upcoming fiscal year (July 1, 2023 through June 30, 2024). The proposed FY 2023-24 budget includes appropriations for the purchase of supplies, equipment and software from the vendors in the above table.

BACKGROUND/DISCUSSION:

As a member of the various cooperative purchasing networks, the City has access to several publicly vetted agreements for a variety of goods and services. Included in this list are Amazon, CDWG, Dell Computers, and Home Depot. These vendors have valid agreements within the networks that are used to purchase items. Under Montebello Municipal Code Chapter 3.20.125, Piggybacking Purchasing Agreements, the City can establish purchase orders with these vendors using the same terms and conditions.

Staff is also seeking authorization to issue purchase orders to Acro Printing (Acro), Arte Printing (Arte), and The Sauce Creative (Sauce) in the amount of $25,000 each. These vendors provide graphic design and printing services for several city departments. These services are typically used to create community promotional items such as the quarterly newsletter and other general materials used to inform the residents, business owners, and other community stakeholders of Recreation and Community Services Department sponsored events. It should be noted that staff has issued a Request for Proposals (RFP) for printing, graphic design, and mailing services (RFP 23 – 8). The purchase orders with the aforementioned vendors will be used until the RFP process is complete.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

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SUMMARY:

The Finance Department is requesting Blanket Purchase Orders with various vendors to ensure the City receives the best pricing and purchases are made in compliance with the local vetting process.

ATTACHMENT(S)

1. Attachment A - Amazon - MA3457

2. Attachment B - Amazon - R-TC-17006

3. Attachment C - CDWG - R210401

4. Attachment D - Dell - 01-143

5. Attachment E - Grainger - R192002

6. Attachment F - Home Depot - 16154

NEXT STEPS:

N/A

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State of Utah
Contract # MA3457
for
Online Marketplace
with
Am
azon.com Services LLC
E
ffective: September 9, 2020

ATTACHMENT A

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The following documents comprise the executed contract between the State of Utah and Amazon.com Services LLC effective September 9, 2020:

I. Vendor Contract and Signature Form
II. Supplier’s Response to the RFP, incorporated by reference

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CONTRACTOR
October 1, 2020

Contract # MA3457

STATE OF UTAH COOPERATIVE CONTRACT

MASTER AGREEMENT

1. CONTRACTING PARTIES: This contract is between the Division of Purchasing and the following Contractor:

Amazon.com Services LLC
Name
410 Terry Ave N
Address
Seattle WA 98109
City State Zip

LEGAL STATUS OF CONTRACTOR
Sole Proprietor
Non-Profit Corporation
For-Profit Corporation
Partnership
Limited Liability Company

Contact Person Marcus Handler Email [email protected] Vendor # VC220555 Commodity Code #00000

2. CONTRACT PORTFOLIO NAME: Online Marketplace

3. GENERAL PURPOSE OF CONTRACT: The general purpose of this contract is to provide: an online marketplace with dynamic pricing.

4. PROCUREMENT: This contract is entered into as a result of the procurement process on Solicitation # MG20-81.

5. CONTRACT PERIOD: Effective Date: September 9, 2020; Termination Date: May 5, 2025 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal options (if any): None.

6. Payment: Prompt Payment Discount (if any): NA.

7. Administrative Fee, as described in the Rebate Agreement between OMNIA Partners and the State of Utah.

8. The Contract contains the following documents listed in the order of precedence:

ATTACHMENT A: Terms and Conditions
ATTACHMENT B: Scope of Work

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED (listed in order of precedence and below those documents listed in Section 8 in order of precedence):
a. All other governmental laws, regulations, or actions applicable to this contract. b. Utah State Procurement Code, Procurement Rules, Contractor’s response to solicitation #MG20-81, and Solicitation # MG20-81.

10. Each person signing this Agreement represents and warrants that he/she is duly authorized and has legal capacity to execute and deliver this Agreement and bind the parties hereto. Each signatory represents and warrants to the other that the execution and delivery of the Agreement and the performance of each party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on the parties and enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the "Effective Date" of this Contract shall be the date provided within Section 5 above.

STATE

October 1, 2020

Contractor's signature Date Director, Division of Purchasing Date Anne Rung
Type or Print Name and Title

Authorized Signatory Chris Hughes

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DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR Michael Glenn 801-957-7137 NA [email protected]
Division of Purchasing Contact Person Telephone Number Fax Number Email (Revised 4/22/20 RS)

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Attachment A
Terms and Conditions

Below is a copy of the Amazon Business Accounts Terms and Conditions in effect on the Effective Date of the contract. Pursuant to Section 10 of the Amazon Business Accounts Terms and Conditions (as amended by the Amendment), Amazon may make changes at any time. The Amazon Business Accounts Terms and Conditions are available electronically
at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180.

1. PURPOSE OF AGREEMENT. This Agreement governs your access to, use of, and transactions made through Amazon Business. “Amazon Business” enables registered business customers to purchase products and services for business purposes and to access and use a set of features, services, software, and applications specifically intended for business customers. We may make available to you, through Amazon Business, certain services or products that are subject to additional terms and conditions, and if you use such services or purchase such products, those terms and conditions (the “Feature Terms ”) will also apply to you. Products
made available through Amazon Business may be designed for, and only appropriate for, specialized uses; accordingly, you may only use them as intended by, and in compliance with all instructions provided by, the manufacturer. Finally, certain policies accessible through Amazon Business apply to your and your users’ use of and access to Amazon Business. These “Policies” include the
Amazon Business Acceptable Use Policy, the Amazon Business Pricing Policy, the Amazon Business Sanctions and Export Policy, the Amazon.com Privacy Notice, the Amazon Business Gift Card Policy, and the Healthcare Disclosure Policies. This Agreement incorporates by reference the Feature Terms and the Policies.

2. ELIGIBILITY; ACCOUNT SECURITY. By creating a Business Account, you represent that (i) the individual acting on behalf of the Customer has the authority to bind the Customer, (ii) the Customer has all requisite right, power, and authority to enter into, perform its obligations under, and grant the rights and authorizations in the Agreement, and (iii) the Customer is an Eligible Entity. “Eligible Entities” include all types of businesses (for example, LLCs, LLPs, corporations, partnerships, sole proprietorships, and PLLCs), all types of governmental entities (federal, state, local, and quasi-governmental entities), and all types of non-profit organizations (including 501(c) organizations, 527 organizations, and similar tax-exempt organizations).

Individual consumers should use Amazon.com. Upon completion of your registration, a “Business Account” will be created for your organization. You may authorize others to create a “User Account” associated with your Business Account. You are responsible for all activities that occur under your Business Account and any associated User Accounts, and must ensure your Users comply with the Acceptable Use Policy and this Agreement. You are responsible for maintaining the security of the passwords associated with your Business Account and User Accounts; if you believe an unauthorized person has access to your password, Business Account, or an associated User Account, you must contact us immediately and change any compromised passwords.

3. SHIPPING; RETURNS; REPLACEMENT CHARGES; PAYMENT METHODS; TAXES.

Your purchases are subject to Amazon’s Shipping and Returns Policies. All purchases of physical items from Amazon are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier. Unless you are participating in the Pay by Invoice service, payment for all purchases made through your Business Account is due upon shipment or on the date indicated on the checkout page, or, for digital products, when we make the digital product available to you. For returns, Amazon does not take title to returned items until the item arrives at our fulfillment center. At our discretion, a refund may be issued

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without requiring a return. In this situation, Amazon does not take title to the refunded item. To purchase through Amazon Business, you will need at least one valid payment method associated with your Business Account; if there is a problem charging your selected payment method for any purchase, we may charge any other valid payment method associated with your Business Account. If we send any User a replacement product for a product they originally ordered using an individual payment method (such as a personal credit card) and the original product ordered is not returned within 30 days of the replacement request, you acknowledge and consent that we may charge any eligible payment method on record for the relevant User Account for the replacement product. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement.

4. DISCLAIMER. UNLESS OTHERWISE SPECIFIED IN WRITING, ANY INFORMATION,

CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES MADE AVAILABLE TO YOU BY AMAZON ARE ON AN “AS IS” AND “AS AVAILABLE”

BASIS, AND AMAZON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY

KIND, EXPRESS OR IMPLIED, AS TO SUCH INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES. TO THE FULLEST EXTENT

PERMITTED BY LAW, AND UNLESS OTHERWISE SPECIFIED IN WRITING, AMAZON

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PRODUCTS IT

SELLS AND THE SERVICES AND INFORMATION IT PROVIDES, INCLUDING ANY

IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

5. INDEMNIFICATION. You will defend, indemnify, and hold harmless Amazon and its affiliates, and their respective directors, officers, employees, representatives, contractors, and agents, from and against any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding (a "Claim") to the extent such Claim is based on: (a) any breach of the Agreement, (b) any unlawful, improper or negligent use by anyone of any product sold or service provided to you under the Agreement, (c) any dispute between you and your Users, or (d) your gross negligence or willful misconduct. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

6. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW,

UNDER NO CIRCUMSTANCES WILL AMAZON BE LIABLE FOR ANY

CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES,

INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, THAT RESULT FROM YOUR

PURCHASE OF ANY PRODUCTS OR USE OF ANY SERVICES, EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST

EXTENT PERMITTED BY LAW, AMAZON'S LIABILITY IN ALL EVENTS IS LIMITED

TO THE PURCHASE PRICE PAID FOR THE PRODUCT OR SERVICE THAT GIVES RISE TO THE LIABILITY.

7. CUSTOMER INFORMATION, PRIVACY, CONFIDENTIALITY.

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7.1. Customer Information. We require you to provide information about you and your Users to access and use Amazon Business, and you may need to provide supplemental information to use or purchase some Amazon Business products or services. You will ensure that all information that you provide to us is at all times accurate and complete. We may share information you provide (for example, your organization’s name, addresses, Taxpayer Identification Number) with others in your organization and third parties to confirm the accuracy of such information and your eligibility to use Amazon Business or certain services (for example, to confirm you hold a valid license, certification, or credential where required). To enable us to improve our services, including by making available additional product selection or business pricing, we may share specific order information about the products or services you purchase through your Business Account with the suppliers who provide such products or services. For example, for certain transactions, Amazon Business may share your organization’s name or credentials, shipping address, shipment date, ASIN/SKU, quantity or other relevant information.

7.2. Privacy. Except as disclosed in this Agreement, our use of your information is governed by the terms of the Amazon.com Privacy Notice. Please review the Privacy Notice to understand our practices with respect to your information. Please note that all information about Users and User Accounts associated with a Business Account may be shared with your organization.

7.3. Confidentiality. In connection with your use of Amazon Business, we may share with you information which is identified as confidential or that should reasonably be considered confidential (“Confidential Information”). You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You may use Confidential Information only in connection with your use of Amazon Business. You will not disclose Confidential Information during the term of this Agreement or at any time during the 5-year period following the termination of the Agreement, unless required by law. This applies to all Confidential Information in your possession, regardless of when or where you receive it.

8. GOVERNING LAW, DISPUTES, GOVERNMENTAL ENTITIES.

8.1. Governing Law. The laws of the State of Washington, without reference to conflict of law rules, as well as the Federal Arbitration Act and federal arbitration law, govern the Agreement and any dispute that might arise between you and us that pertains to Amazon Business or this Agreement. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.

8.2. Disputes. Any dispute or claim relating in any way to Amazon Business or this Agreement will be resolved by binding arbitration. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Corporation Service Company, 300 Deschutes Way SW, Suite 304, Tumwater, WA 98501. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org or by calling 1-800-778-7879). An arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages). You may choose to have the arbitration conducted by telephone, based on written submissions, or at a mutually agreed location. We and you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If, for any reason, a claim proceeds in court rather than in arbitration we

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each waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

8.3. Public Sector Entities. If you are a public sector entity and precluded by law from agreeing to any of the provisions of Section 8 as set forth above, then any disputes with you will be governed by the substantive laws of the sovereign under whose laws you were formed and the venue for any such dispute will be the venue required by the laws of such sovereign. Similarly, if the laws of such sovereign would result in other provisions in this Agreement being deemed unlawful, void or for any reason unenforceable against you, those provisions will not apply to you and will be deemed severable from this Agreement. All other provisions in the Agreement remain in full force and effect.

9. THIRD-PARTY OFFERINGS. Parties other than Amazon operate stores, provide services or software, or sell product lines through Amazon Business. In addition, we provide links to the sites of affiliated companies and certain other businesses. If you purchase any of the products or services offered by these businesses or individuals, you are purchasing directly from those third parties, not from Amazon. We are not responsible for examining or evaluating, and we do not warrant, the offerings of any of these businesses or individuals (including the content of their sites). Amazon does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

10. MODIFICATIONS. We may, at any time in our discretion, change the Agreement by posting such a change on Amazon Business or by notifying your account administrators. YOUR

CONTINUED USE OF AMAZON BUSINESS AFTER WE CHANGE THE AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO

ANY CHANGES, YOU MAY CANCEL YOUR BUSINESS ACCOUNT OR REFRAIN FROM USING THE AMAZON BUSINESS SERVICES IMPLICATED BY SUCH CHANGES.

11. ENTIRE AGREEMENT. The Agreement constitutes the exclusive and complete agreement between us and you. We will not be bound by any term, condition, obligation, or other provision which is different from or in addition to the provisions of the Agreement or which may be in any order, receipt, acceptance, confirmation, correspondence or other document, including informational forms we complete, sign or otherwise provide to you for your convenience.

12. TERM; TERMINATION. This Agreement takes effect when you create a Business Account and continues in effect until you or we terminate it. We may terminate the Agreement by providing notice to your administrators. We reserve the right, in our sole discretion, and with or without notice unless required by applicable law, to refuse service; remove or edit content; modify, suspend or discontinue the availability of any features, products, or services; terminate your right to use some or all of the Amazon Business services; and/or cancel orders. Amazon may choose to charge, modify, or stop charging a fee for any service in its sole discretion. You may

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terminate the Agreement by giving us notice and closing your Business Account and each User Account. Upon termination, all rights and obligations under the Agreement automatically terminate except for rights of action occurring prior to termination, payment obligations, and Sections 1, 4, 5, 6, 7.3, 8, 10, 11, 12, 14, 15.

13. COPYRIGHTS; TRADEMARKS; PATENTS. Use of Amazon Business does not give you the right to frame, use or reproduce any of our copyrighted material, trademarks, service marks, or other proprietary rights or material, or to use any of our patents, except as expressly permitted in writing by Amazon. Please see the Amazon Business Help Pages for further detail on Amazon owned or licensed copyrights, trademarks, patents, as well as how to address concerns about the use of your intellectual property rights by third parties.

14. LICENSE; SOFTWARE. The following Amazon Software Terms and License apply to your access and use of Amazon Business and all features and software (including any updates or upgrades to the software) and any related documentation we make available to you in connection with Amazon Business (the “Amazon Software”). Subject to your compliance with the Agreement and your payment of any applicable fees, Amazon or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Amazon Business and Amazon Software. You may not use data mining, robots, or similar data gathering and extraction tools in connection with Amazon Business, nor may you download or copy Amazon Business information, including any collection of product listings, descriptions, reviews, or prices without our consent or for the benefit of another merchant. The following terms apply to your use of Amazon Software.

14.1. Use of the Amazon Software. You may use Amazon Software solely for purposes of enabling you to use Amazon Business, as permitted by the Agreement. You may not incorporate any portion of the Amazon Software into other programs or compile any portion of it in combination with other programs, or otherwise reproduce, duplicate, copy (except to exercise rights granted in this section), modify, exploit, create derivative works of, distribute, sell, resell, assign any rights to, or license the Amazon Software in whole or in part (including any features of Amazon Business). All software used in Amazon Business is the property of Amazon or its software suppliers and is protected by U.S. and international copyright Laws. You may not make any derivative use of Amazon Business without the express written consent of Amazon.

14.2. Use of Third Party Services. When you use the Amazon Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile software provider.

Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

14.3. No Reverse Engineering. You may not reverse engineer, decompile or disassemble, tamper with, or bypass any security associated with the Amazon Software, whether in whole or in part.

14.4. Updates. We may offer automatic or manual updates to the Amazon Software at any time and without notice to you.

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14.5. Government End Users. If you are a U.S. Government end user, we are licensing the Amazon Software to you as a "Commercial Off-the-Shelf Item" as that term is defined in the U.S.

Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Amazon Software are the same as the rights we grant to all others under this Agreement.

14.6. Reserved Rights, Termination. All rights not expressly granted to you in the Agreement are reserved and retained by Amazon or its licensors, suppliers, publishers, rights holders, or other content providers. The licenses granted by Amazon terminate if you do not comply with the Agreement.

14.7. Conflicts. In the event of any conflict between the Agreement and any other Amazon or third-party terms applicable to any portion of Amazon Software, such as open-source license terms or specific product feature restrictions that are conveyed to you in the feature experience, such other terms will control as to that portion of the Amazon Software and to the extent of the conflict.

15. MISCELLANEOUS.

15.1. Suggestions. If you make any suggestions about Amazon Business or the features (including any related technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.

15.2. Assignment. Except in connection with a reorganization, merger, sale, or transfer of substantially all of your assets (in which cases you must promptly provide written notice following assignment), you may not assign the Agreement without our prior written consent.

Subject to that restriction, the Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and permitted assigns.

15.3. Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

15.4. Waiver. Our failure to enforce your strict performance of any provisions of this Agreement will not constitute a waiver of our right to enforce such provisions or any other provision of this Agreement subsequently.

15.5. Conflicts. In the event of any conflict between the Agreement and the Policies, the Agreement will prevail. In the event of any conflict between the Agreement and the Feature Terms, the applicable Feature Terms will control.

15.6. Construction. The word "including" will be interpreted without limitation when used in this Agreement.

15.7. Notices. You consent to receive communications from us electronically, including through e-mails, text messages, in-app push notices, notices and messages posted on Amazon Business or in your Message Center and other communications made available to you on a desktop or mobile device. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may retain copies of all of these communications for your records. We may also

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send you notices at the address provided when registering your Business Account, which you agree is a proper and valid address for any legal or contractual purpose. If you are sending Amazon a legal or contractual notice, you must comply with our notice procedures available here.

AMENDMENT NO. 1 TO AMAZON BUSINESS ACCOUNTS TERMS AND CONDITIONS

This Amendment No. 1 (this “ Amendment”) to the Amazon Business Accounts Terms and Conditions, above and available at https://www.amazon.com/gp/help/customer/display.html/?nodeId=201613180 (as updated from time to time, the “Agreement”), between Amazon Services LLC (“Amazon”, “we”, “us”, or “our”) and the State of Utah (“Customer” or “you”) is effective as of the last date of signature below (the “Amendment Effective Date”). This Amendment amends the Agreement as stated below. Unless otherwise defined in this Amendment, capitalized terms have the meanings ascribed to them in the Agreement. The parties agree as follows:

1. GOVERNING LAW . The Section in the Agreement entitled “ GOVERNING LAW ” (currently Section 8.1) is deleted in its entirety.

2. DISPUTES. The Section in the Agreement entitled “DISPUTES” (currently Section 8.2) is deleted in its entirety.

3. MODIFICATIONS. The Section in the Agreement entitled “MODIFICATIONS” (currently Section 10) is amended by adding the following sentence:

“Notwithstanding this Section 10, no changes or updates to Amazon’s Business Accounts Terms and Conditions will have the effect of changing the provisions set forth in this Amendment without the parties’ written agreement in a subsequent amendment.”

4. TERM; TERMINATION . The Section in the Agreement entitled “ TERM; TERMINATION ” (currently Section 12) is amended by adding a second paragraph as follows:

“Notwithstanding this Section 12, either party may elect to terminate this Agreement without cause upon delivery of at least 30 days’ prior written notice to the other party.”

5. AMAZON BUSINESS ANALYTICS . Amazon will provide participating organizations, and other eligible organizations participating in the cooperative contract (MA3457) access to Amazon Business Analytics, whereby they can generate reports based on their purchase activity. Amazon Business analytics functionality includes the ability to customize, view, and download reports, including orders, returns, and refunds.”

6. LAWS AND REGULATIONS. A new Section 17 is added to the Agreement entitled “ LAWS AND REGULATIONS” that states as follows:

“Amazon represents and warrants that it will comply with all applicable laws, rules, and regulations in the performance of the Agreement.”

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7. FEDERAL FUNDS CERTIFICATIONS. A new Section 18 is added to the Agreement entitled “FEDERAL FUNDS CERTIFICATIONS” that states as follows:

“18.1. Debarment. Amazon certifies that neither it nor its principals is currently in a state of debarment, suspension, or other ineligible status as a result of prior performance, failure, fraud, or violation of laws. Amazon further certifies that neither it nor its principals is debarred, suspended, otherwise excluded from or ineligible for participation in Federal assistance programs. You may terminate this Agreement if knowledge of debarment, suspension or other ineligibility has been withheld by us.
“18.2 Lobbying. Amazon certifies, to the best of its knowledge and belief, that:
(A) No Federal appropriated funds have been paid or will be paid, by or on behalf of us, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement; (B) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, it will complete and submit Standard Form-LLL. (C) This Agreement is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. § 1352.

Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

8. ENTIRE AGREEMENT. Except as amended by this Amendment, the Agreement remains in full force and effect. This Amendment, together with the Agreement as modified by this Amendment: (a) constitutes the exclusive and complete agreement between the parties; and (b) supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof.

9. CONFLICTS. In the event of any conflict between the Agreement or any other applicable terms, conditions, policies, limitations, and requirements on the Amazon.com website and this Amendment, precedence will be as follows: (a) this Amendment; (b) the Agreement; and (c) the Amazon Business Acceptable Use Policy, and any other applicab le terms, conditions, policies, limitations, and requirements on the Amazon.com website.

10. COUNTERPARTS AND DELIVERY. This Amendment may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this Amendment by electronic means.

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Attachment B
Online Marketplace Scope of Work

Background:

This contract is in place in order for end users to receive access to the Contractors Online Marketplace. This contract utilizes a dynamic pricing structure in which the price for items is what is currently listed on the digital marketplace and is driven by the market. The State is seeking to provide users with access to and use of an online digital marketplace to purchase of goods and services that may be used routinely and needed quickly to address the everyday needs of public entities, schools, and universities.

Categories:

The contract includes four (4) awarded categories. This contract may only be used to purchase items that fall within the category/categories below. The items listed in each category are not restrictive or exhaustive but included to provide a general description of products and supplies that may be included. While all items described are available through an award contract, the State and Participating Public Agencies may choose to limit which categories their end users have access to:

1) Education-Based Accessories, Display, Products and Related Supplies a) Items related to products and supplies used in an education-based setting which may include but is not limited to: animal and pet supplies, art supplies, craft products, books, lesson plans and curriculum, school equipment, white boards, blackboards, teaching material, and other related products.

2) Information Technology-Peripheral Devices and Related Products a) Product-based supplies and solutions that involve information technology peripheral devices which may include but is not limited to: mouse, copiers, printers, cameras, video cameras, microphones, speakers, keyboard, multifunction printers, scanners, plotters, and other related items. Items in this category should not connect to a user’s network.

3) Maintenance, Repair and Operations Products (MRO)
a) Product-based items related to the maintenance, repair, and/or general operations that include but is not limited to: building materials, hardware, cabinets, motors, pumps, paints and coatings, plumbing equipment, power tools, windows, doors, cleaning products (to include green and dye-free), carpet care products and supplies, restroom care products and supplies, waste receptacles and liners, industrial tools and supplies (such as carts, dusters, brushes, spray bottles, squeegees, and gloves), rags, wipes, and related supplies.

4) Office-Based Accessories, Décor, Products, and Related Supplies a) Items that could be utilized in an office-like setting and used on a semi-regular basis which may include but is not limited to: binders, folders, filing materials, storage,

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DocuSign Envelope ID: 8398518B-0C09-4C29-B9FB-FEE5625BFDED CC MISC 00427123 2020 TR

calendars, paper (copy, printer, photo, and presentation), notebooks, labels, post-it notes, shipping materials, envelopes, staplers, staples, paper punches, paper clips, scissors, rubber bands, cash register and thermal rolls, ink, toner cartridges, pens, pencils, markers, framing, tabletop or floor lamps, mirrors, general signage, wall décor, display cases, area rugs, mats, and other office related products.

Contract Deliverables:

Contractor will provide the following deliverables for the contract:

 Online Marketplace: Contractor will provide access and use to a digital marketplace for users of this contract to order goods and services through.  Digital Analytics: Contractor will provide some form of data analytics.  Ability to Restrict Categories: Contractor will provide the ability to restrict certain items (IT, furniture, etc.) as designated by participating end users as needed by each end users laws and applicable rules. Some of these features and tools are only available with Business Prime.

Dynamic Pricing:

The Amazon Business uses dynamic marketplace pricing. This contract will not need to be amended when prices fluctuate.

Cooperative Agreements:

Utilization of the Contract by OMNIA Partners’ participating agencies will be at the discretion of the individual participating agency. Any modifications agreed to by participating agency and Contractor may not expand upon the Scope of Work in the Master Agreement and are exclusively between the participating agency and the Contractor.

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ATTACHMENT B

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Region 4 ESC
Contract # R210401
for
Technology Solutions, Products, and Services
with
CD
W Government LLC
Effec
tive: June 1, 2021

ATTACHMENT C

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The following documents comprise the executed contract between the Region 4 Education Service Center and CDW Government LLC, effective June 1, 2021:

I. Appendix A; Supplier Contract
II. Offer & Contract Signature Form
III. Supplier’s Response to the RFP, incorporated by reference

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7145 West Tidwell Road ~ Houston, Texas 77092
(713)-462-7708
www.esc4.net

NOTICE TO OFFEROR
ADDENDUM NO. 1
Solicitation Number 21-04
Request for Proposal (“RFP”)
by
Region 4 Education Service Center (“ESC”)
for
Technology Solutions, Products and Services
SUBMITTAL DEADLINE: Tuesday, January 19, 2021 @ 10:00 AM CST This Addendum No. 1 amends the Request for Proposals (RFP) for Technology Solutions, Products and Services 21-04 (“Addendum”). To the extent of any discrepancy between the original RFP and this Addendum, this Addendum shall prevail.

This Addendum No. 1 is hereby issued to address the following:
1) Submittal Deadline: The submittal deadline for this RFP is hereby changed from Thursday, January 14, 2021 @ 10:00 AM Central Time and extended as indicated below and above:
➢ Tuesday, January 19, 2021 @ 10:00 AM CST
2) Virtual Non-Mandatory Pre-Proposal Conference: The pre-proposal conference time for this RFP is hereby changed from December 15, 2020 @ 10:00 AM CST to:
➢ December 15, 2020 @ 11:00 AM CST
All other details remain unchanged.

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RECEIPT OF ADDENDUM NO. 1 ACKNOWLEDGEMENT
Offeror shall acknowledge this addendum by signing below and include in their proposal response.

Company Name ______________________________________
Contact Person _______________________________________
Signature ____________________________________________
Date ________________________________________________
Crystal Wallace
Region 4 Education Service Center
Business Operations Specialist
CDW Government LLC
Pam Janutolo
01/15/2021

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Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 5 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Tab 1 – Draft Contract and Offer Contract
Signature Form (Appendix A)
Terms and Conditions Acceptance Form (Appendix
B)

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CONT
RACT
1 APPENDIX A

CONTRACT
This Contract (“Contract”) is made as of __________, 2021 by and between (
“Contractor”) and Region 4 Education Service Center
(“Region 4 ESC”) for the purchase of Technology Solutions, Products and Services _(“the products and services”).

RECITALS
WH
EREAS, Region 4 ESC issued Request for Proposal (“RFP”) Number 21- 04, to which Contractor provided a response (“Proposal”); and
WH
EREAS, Region 4 ESC selected Contractor’s Proposal and wishes to engage Contractor in providing the services/materials described in the RFP and Proposal; WH
EREAS, both parties agree and understand the following pages will constitute the Contract between the Contractor and Region 4 ESC, having its principal place of business at 7145 West Tidwell Road, Houston, TX 77092.

WH
EREAS, Contractor included, in writing, any required exceptions or deviations from these terms, conditions, and specifications; and it is further understood that, if agreed to by Region 4 ESC, said exceptions or deviations are incorporated into the Contract.

WH
EREAS, this Contract consists of the provisions set forth below, including provisions of all attachments referenced herein. In the event of a conflict between the provisions set forth below and those contained in any attachment, the provisions set forth below shall control.

WH
EREAS, the Contract will provide that any state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit (“Public Agencies”) may purchase products and services at prices indicated in the Contract upon the Public Agency’s registration with OMNIA Partners. 1) Term of agreement . The term of the Contract is for a period of three (3) years unless terminated, canceled or extended as otherwise provided herein. Region 4 ESC shall have the right to renew the Contract for two (2) additional one-year periods or portions thereof. Region 4 ESC shall review the Contract prior to the renewal date and notify the Contractor of Region 4 ESC’s intent renew the Contract. Contractor may elect not to renew by providing three hundred sixty-five days’ (365) notice to Region 4 ESC. Notwithstanding the expiration of the initial term or any subsequent term or all renewal options, Region 4 ESC and Contractor may mutually agree to extend the term of this Agreement. Contractor acknowledges and understands Region 4 ESC is under no obligation whatsoever to extend the term of this Agreement.
2) Scope: Contractor shall perform all duties, responsibilities and obligations, set forth in this agreement, and described in the RFP, incorporated herein by reference as though fully set forth herein.
3) Form of Contract. The form of Contract shall be the RFP, the Offeror’s proposal and Best and Final Offer(s).

April 27 CDW Government LLC

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CO
NTRACT
2 4) Order of Precedence. In the event of a conflict in the provisions of the Contract as accepted by Region 4 ESC, the following order of precedence shall prevail:
i. This Contract
ii. Offeror’s Best and Final Offer
iii. Offeror’s proposal
iv. RFP and any addenda
5) Commencement of Work. The Contractor is cautioned not to commence any billable work or provide any material or service under this Contract until Contractor receives a purchase order for such work or is otherwise directed to do so in writing by Region 4 ESC. 6) Entire Agreement (Parol evidence) . The Contract, as specified above, represents the final written expression of agreement. All agreements are contained herein and no other agreements or representations that materially alter it are acceptable. 7) Assignment of Contract . No a ssignment of Contract may be made without the prior written approval of Region 4 ESC. Contractor is required to notify Region 4 ESC when any material change in operations is made (i.e. bankruptcy, change of ownership, merger, etc.). 8) Novation. If Contractor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. Region 4 ESC reserves the right to accept or reject any new party. A ch ange
of
name agreement will not change the contractual obligations of Contractor. 9) Contract Alterations. No alterations to the terms of this Contract shall be valid or binding unless authorized and signed by Region 4 ESC.
10) Adding Authorized Distri butors/Dealers. Contractor is prohibited from authorizing additional distributors or dealers, other than those identified at the time of submitting their proposal, to sell under the Contract without notification and prior written approval from Region 4 ESC .

C
ontractor must notify Region 4 ESC each time it wishes to add an authorized distributor or dealer. Purchase orders and payment can only be made to the Contractor unless otherwise approved by Region 4 ESC. Pricing provided to members by added distributors or dealers must also be less than or equal to the Contractor’s pricing. 11) TERMINATION OF CONTRACT
a) Cancellation for Non-Performance or Contractor Deficiency. Region 4 ESC may terminate the Contract if purchase volume is determined to be low volume in any 12- month period.

Region 4 ESC reserves the right to cancel the whole or any part of this Contract due t o f
ailure by Contractor to carry out any obligation, term or condition of the contract. Region 4 ESC may issue a written deficiency notice to Contractor for acting or failing to act in any of the following:
i. Providing material that does not meet the specifications of the Contract; ii. Providing work or material was not awarded under the Contract; iii. Failing to adequately perform the services set forth in the scope of work and specifications;
iv. Failing to complete required work or furnish required materials within a reasonable amount of time;

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CO
NTRACT
3 v. Failing to make progress in performance of the Contract or giving Region 4 ESC reason to believe Contractor will not or cannot perform the requirements of the Contract; or
vi. Performing work or providing services under the Contract prior to receivi ng an
aut
horized purchase order.

U
pon receipt of a written deficiency notice, Contractor shall have ten (10) days to provide a satisfactory response to Region 4 ESC. Failure to adequately address all issues of concern may result in Contract cancellation. Upon cancellation under this paragraph, all goods, materials, work, documents, data and reports prepared by Contractor under the Contract shall immediately become the property of Region 4 ESC. b) Termination for Cause. If, for any reason, Contractor fails to fulfill its obligation in a timely manner, or Contractor violates any of the covenants, agreements, or stipulations of this Contract Region 4 ESC reserves the right to terminate the Contract immediately and
pur
sue all other applicable remedies afforded by law. Such termination shall be effective by delivery of notice, to the Contractor, specifying the effective date of termination. In such event, all documents, data, studies, surveys, drawings, maps, models and reports prepared by Contractor will become the property of the Region 4 ESC. If such event does occur, Contractor will be entitled to receive just and equitable compensation f or the satisfactory work completed on such documents.
c) Delivery/Service Failures. Failure to deliver goods or services within the time specified, or within a reasonable time period as interpreted by the purchasing agent or failure to make replacements or corrections of rejected articles/services when so requested shall constitute grounds for the Contract to be terminated. In the event Region 4 ESC must purchase in an open market, Contractor agrees to reimburse Region 4 ESC, within a reasonable time period, for all expenses incurred.
d) Force Majeure. If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be
s
uspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the United States or the State of Texas or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. e) Standard Cancellation. Region 4 ESC may cancel this Contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will ceas e
f
ollowing completion of final purchase order.
12) Licenses. Contractor shall maintain in current status all federal, state and local licenses, bonds and permits required for the operation of the business conducted by Contractor. Contractor Refer to Appendix B

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CO
NTRACT
4 shall remain fully informed of and in compliance with all ordinances and regulations pertaining to the lawful provision of services under the Contract. Region 4 ESC reserves the right to stop work and/or cancel the Contract if Contractor’s license(s) expire, lapse, are suspended or terminated.
13) Survival Clau se. All applicable software license agreements, warranties or service agreements that are entered into between Contractor and Region 4 ESC under the terms and conditions of the Contract shall survive the expiration or termination of the Contract. A ll
Pu
rchase Orders issued and accepted by Contractor shall survive expiration or termination of the Contract.
14) Delivery. Conforming product shall be shipped within 7 days of receipt of Purchase Order. If delivery is not or cannot be made within this time period, the Contractor must receive authorization for the delayed delivery. The order may be canceled if the estimated shippi ng t
ime is not acceptable. All deliveries shall be freight prepaid, F.O.B. Destination and shall be included in all pricing offered unless otherwise clearly stated in writing. 15) Inspection & Acceptance. If defective or incorrect material is delivered, Region 4 ESC may make the determination to return the material to the Contractor at no cost to Region 4 ESC.

The Contractor agrees to pay all shipping costs for the return shipment. Contractor shall be responsible for arranging the return of the defective or incorrect material. 16) Payments. Payment shall be made after satisfactory performance, in accordance with all provisions thereof, and upon receipt of a properly completed invoice. 17) Price Adjustments. Should it become necessary or proper during the term of this Contract to make any change in design or any alterations that will increase price, Region 4 ESC must be notified immediately. Price increases must be approved by Region 4 ESC and no payment for additional materials or services, beyond the amount stipulated in the Contract shall be paid without prior approval. All price increases must be supported by manufacturer documentation, or a formal cost justification letter. Contractor must honor previous prices for thirty (30) days after approval and written notification from Region 4 ESC. It is the Contractor’s responsibility to keep all pricing up to date and on file with Region 4 ESC. All price changes must be provided to Region 4 ESC, using the same format as was provided and accepted in the Contractor’s proposal.

Price reductions may be offered at any time during Contract. Special, time-limited reductions are permissible under the following conditions: 1) reduction is available to all users equally; 2) reduction is for a specific period, normally not less than thirty (30) days; and 3) original price is not exceeded after the time-limit. Contractor shall offer Region 4 ESC any published price reduction during the Contract term.
18) Audit Rights. Contractor shall, at its sole expense, maintain appropriate due diligence of all purchases made by Region 4 ESC and any entity that utilizes this Contract. Region 4 ESC reserves the right to audit the accounting for a period of three (3) years from the time such purchases are made. This audit right shall survive termination of this Agreement for a period of one (1) year from the effective date of termination. Region 4 ESC shall have the authority to conduct random audits of Contractor’s pricing at Region 4 ESC's sole cost and expense.

Notwithstanding the foregoing, in the event that Region 4 ESC is made aware of any pricing being offered that is materially inconsistent with the pricing under this agreement, Regi on 4
E
SC shall have the ability to conduct an extensive audit of Contractor’s pricing at Contractor’s

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CO
NTRACT
5 sole cost and expense. Region 4 ESC may conduct the audit internally or may engage a third- party auditing firm. In the event of an audit, the requested materials shall be provided in the format and at the location designated by Region 4 ESC.
19) Discontinued Products. If a product or model is discontinued by the manufacturer, Contractor may substitute a new product or model if the replacement product meets or exceeds the specifications and performance of the discontinued model and if the discount is the same or greater than the discontinued model.
20) New Products/Services. New products and/or services that meet the scope of work may be added to the Contract. Pricing shall be equivalent to the percentage discount for other products. Contractor may replace or add product lines if the line is replacing or supplementing products, is equal or superior to the original products, is discounted similarly or greater than the original discount, and if the products meet the requirements of the Contract. No products and/or services may be added to avoid competitive procurement requirements. Region 4 ESC may require additions to be submitted with documentation from Members demonstrating an interest in, or a potential requirement for, the new product or service. Region 4 ESC may reject any additions without cause.
21) Options. Optional equipment for products under Contract may be added to the Contract at the time they become available under the following conditions: 1) the option is priced at a discount similar to other options; 2) the option is an enhancement to the unit that improves performance or reliability.
22) Warranty Conditions. All supplies, equipment and services shall include manufacturer's minimum standard warranty and one (1) year labor warranty unless otherwise agreed to in writing.
23) Site Cleanup. Contractor shall clean up and remove all debris and rubbish resulting from their work as required or directed. Upon completion of the work, the premises shall be left in good repair and an orderly, neat, clean, safe and unobstructed condition. 24) Site Preparation. Contractor shall not begin a project for which the site has not been prepared, unless Contractor does the preparation work at no cost, or until Region 4 ESC includes the cost of site preparation in a purchase order. Site preparation includes, but is not limited to:
moving furniture, installing wiring for networks or power, and similar pre- installation r
equirements.
25) Registered Sex Offender Restrictions. For work to be performed at schools, Contractor agrees no employee or employee of a subcontractor who has been adjudicated to be a registered sex offender will perform work at any time when students are or are reasonably expected to be present. Contractor agrees a violation of this condition shall be considered a material breach and may result in the cancellation of the purchase order at Region 4 ESC’s discretion. Contractor must identify any additional costs assoc iated with compliance of this term. If no costs are specified, compliance with this term will be provided at no additional charge.
26) Safety measures. Contractor shall take all reasonable precautions for the safety of employees on the worksite and shall erect and properly maintain all necessary safeguards for protection of workers and the public. Contractor shall post warning signs against all hazards created by its operation and work in progress. Proper precautions shall be taken pursuant to state law Refer to Appendix B

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CONTRACT
6 and standard practices to protect workers, general public and existing structures from injury or damage.
27) Smoking. Persons working under the Contract shall adhere to local smoking policies.

Smoking will only be permitted in posted areas or off premises. 28) Stored materials. Upon prior written agreement between the Contractor and Region 4 ESC, payment may be made for materials not incorporated in the work but delivered and suitably stored at the site or some other location, for installation at a later date. An inventory of the stored materials must be provided to Region 4 ESC prior to payment. Such materials must be stored and protected in a secure location and be insured for their full value by the Contractor against loss and damage. Contractor agrees to provide proof of coverage and additionally insured upon request. Additionally, if stored offsite, the materials must also be clearly identified as property of Region 4 ESC and be separated from other materials. Region 4 ESC must be allowed reasonable opportunity to inspect and take inventory of stored materials, on or offsite, as necessary. Until final acceptance by Region 4 ESC, it shall be the Contractor's responsibility to protect all materials and equipment. Contractor warrants and guarantees that title for all work, materials and equipment shall pass to Region 4 ESC upon final acceptance. 29) Funding Out Clause. A Contract for the acquisition, including lease, of real or personal property is a commitment of Region 4 ESC’s current revenue only. Region 4 ESC retains the right to terminate the Contract at the expiration of each budget period during the term of the Contract and is conditioned on a best effort attempt by Region 4 ESC to obtain appropriate funds for payment of the contract.
30) Indemnity. Contractor shall protect, indemnify, and hold harmless both Region 4 ESC and its administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the Contractor, Contractor employees or subcontractors in the preparation of the solicitation and the later execution of the Contract.

Any litigation involving either Region 4 ESC, its administrators and employees and agents will be in Harris County, Texas.
31) Marketing. Contractor agrees to allow Region 4 ESC to use their name and logo within website, marketing materials and advertisement. Any use of Region 4 ESC name and logo or any form of publicity, inclusive of press releases, regarding this Contract by Contractor must have prior approval from Region 4 ESC.
32) Certificates of Insurance. Certificates of insurance shall be delivered to the Region 4 ESC prior to commencement of work. The Contractor shall give Region 4 ESC a minimum of ten (10) days’ notice prior to any modifications or cancellation of policies. The Contractor shall require all subcontractors performing any work to maintain coverage as specified. 33) Legal Obligations. It is Contractor’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services and shall comply with all laws while fulfilling the Contract. Applicable laws and regulation must be followed even if not specifically identified herein.

Refer to Appendix B
34) Refer to Appendix B for additional clause regarding cloud services

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OFFER AND CONTRACT SIGNATURE FORM
The undersigned hereby offers and, if awarded, agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing.

Company Name
Address
City/State/Zip
Telephone No.

Email Address
Printed Name
Title
Authorized signature
Accepted by Region 4 ESC:

Contract No. ______________
Initial Contract Term to
Region 4 ESC Authorized Board Member Date
Print Name
Region 4 ESC Authorized Board Member Date
Print Name
&':*RYHUQPHQW//&
10LOZDXNHH$YH
9HUQRQ+LOOV,/

9LFH3UHVLGHQW6WUDWHJLF3URJUDPV
GDYLGKXWFKLQV#FGZJFRP
'DYLG+XWFKLQV
J J
R210401
June 1, 2021 May 31, 2021
4/27/2021
4/27/2021
MargaretS.Bass
LindaTinnerman
4/27/2021
4/27/2021

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APPENDIX B

TERMS & CONDITIONS ACCEPTANCE FORM
Si
gnature on the Offer and Contract Signature form certifies complete acceptance of the terms and conditions in this solicitation and draft Contract except as noted below with proposed substitute language (additional pages may be attached, if necessary). The provisions of the RFP cannot be modified without the express written approval of Region 4 ESC. If a proposal is returned with modifications to the draft Contract provisions that are not expressly approved in writing by Region 4 ESC, the Contract provisions contained in the RFP shall prevail.

Check one of the following responses:

Offeror takes no exceptions to the terms and conditions of the RFP and draft Contract. (Not
e: If none are listed below, it is understood that no exceptions/deviations are taken.)  O
fferor takes the following exceptions to the RFP and draft Contract. All exceptions must be clearly explained, reference the corresponding term to which Offeror is taking exception and clearly state any proposed modified language, proposed additional terms to the RFP and draft Contract must be included:
(Not
e: Unacceptable exceptions may remove Offeror’s proposal from consideration for award. Region 4 ESC shall be the sole judge on the acceptance of exceptions and modifications and the decision shall be final.

If
an offer is made with modifications to the contract provisions that are not expressly approved in writing, the contract provisions contained in the RFP shall prevail.) Section/Page Term, Condition, or
Specification
Exception/Proposed Modification Accepted
(For Region 4
ESC’s use)
X
Please see attached Exceptions Sheet
Proposed Appendix D exceptions will be negotiated directly with OMNIA Partners

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Region 4 Education Service Center
RFP Number 21-04
for Technology Solutions, Products and Services
January 15, 2021
Proposed Deviations
Section/Page Term, Condition, or Specification Exception/Proposed Modification Accepted (For
Region 4
ESC’s
use)
Appendix A
11 b) / page
17 Termination for Cause. If, for any reason,
Contractor fails to fulfill its obligation in a
timely manner, or Contractor violates any
of the covenants, agreements, or
stipulations of this Contract Region 4 ESC
reserves the right to terminate the Contract
immediately and pursue all other
applicable remedies afforded by law. Such
termination shall be effective by delivery
of notice, to the Contractor, specifying the
effective date of termination. In such
event, all documents, data, studies,
surveys, drawings, maps, models and
reports prepared by Contractor will
become the property of the Region 4 ESC.

If such event does occur, Contractor will
be entitled to receive just and equitable
compensation for the satisfactory work
completed on such documents.

Termination for Cause. If, for any
reason, Contractor either party fails to
fulfill its obligation in a timely manner,
or Contractor violates any of the
covenants, agreements, or stipulations
of this Contract Region 4 ESC the non-
breaching party reserves the right to
terminate the Contract immediately and
pursue all other applicable remedies
afforded by law provided the breaching
party is unable to cure such deficiency
within thirty (30) days after receipt of
notice. Such termination shall be
effective by delivery of notice, to the
Contractor, specifying the effective date
of termination. In such event, all
documents, data, studies, surveys,
drawings, maps, models and reports
prepared by Contractor will become the
property of the Region 4 ESC. If such
event does occur, Contractor will be
entitled to receive just and equitable
compensation for the satisfactory work
completed on such documents.

Appendix A
22 / page
Warranty Conditions. All supplies,
equipment and services shall include
manufacturer's minimum standard
warranty and one (1) year labor warranty
unless otherwise agreed to in writing.

Warranty Conditions. All supplies,
equipment and services shall include
manufacturer's minimum standard
warranty and, to the extent provided be
the manufacturer, one (1) year labor
warranty unless otherwise agreed to in
writing.

Appendix A
30 / page 20
Indemnity. Contractor shall protect,
indemnify, and hold harmless both Region
4 ESC and its administrators, employees
and agents against all claims, damages,
losses and expenses arising out of or
resulting from the actions of the
Contractor, Contractor employees or
subcontractors in the preparation of the
Indemnity. Contractor shall protect,
indemnify, and hold harmless both
Region 4 ESC and its administrators,
employees and agents against all
claims, damages, losses and expenses
finally awarded by a court of competent
jurisdiction arising out of or resulting
from the grossly negligent actions of the
Accepted
Accepted
Accepted

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Region 4 Education Service Center
RFP Number 21-04
for Technology Solutions, Products and Services
January 15, 2021
Proposed Deviations
solicitation and the later execution of the
Contract. Any litigation involving either
Region 4 ESC, its administrators and
employees and agents will be in Harris
County, Texas.

Contractor, Contractor employees or
subcontractors in the preparation of the
solicitation and the later execution of
the Contract which proximately causes
death or personal physical injury, or
from damage to tangible personal
property suffered or incurred by Region
4 ESC. Claims do not include any
damages or liability that are otherwise
excluded from this Contract or that arise
from the product(s) or software or from
the data processed thereby.

C
ontractor’s obligation is contingent
upon Region 4 ESC providing: (i)
Contractor sole authority in any claim’s
defense or settlement; (ii) all reasonable
assistance, at Contractor’s expense, in
any such defense; and (iii) prompt
written notice of and description of each
claim.

EITHER PARTY WILL BE LIABLE

FOR ANY INCIDENTAL, INDIRECT,

SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES. IN

THE EVENT OF ANY LIABILITY

INCURRED BY A PARTY

HEREUNDER, THE ENTIRE

LIABILITY OF SUCH PARTY FOR

DAMAGES FROM ANY CAUSE

WHATSOEVER WILL NOT EXCEED
THE LESSER OF: (A) THE DOLLAR
AMOUNT PAID BY REGION 4 ESC

FOR THE SPECIFIC PRODUCTS OR

SERVICES GIVING RISE TO THE
CLAIM; OR (B) $100,000.

Any litigation involving either Region 4
ESC, its administrators and employees
and agents will be in Harris County,
Texas.

Appendix A
34 / page 20
CDW-G proposes a new clause be added to
appropriately document its role as a
reseller of cloud services.

It is acknowledged that Region 4 ESC
is receiving the Cloud Services directly
from the Cloud Service Provider
pursuant to the Cloud Service
Accepted

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Region 4 Education Service Center
RFP Number 21-04
for Technology Solutions, Products and Services
January 15, 2021
Proposed Deviations
Provider’s standard terms and
conditions, or such other terms as
agreed upon by Region 4 ESC and the
Cloud Service Provider (“Cloud
Services Terms and Conditions”).

Accordingly, it shall consider the Cloud
Service Provider to be the contracting
party and the Cloud Service Provider
shall be the party responsible for
providing the Cloud Services to Region
4 ESC and shall look solely to the
Cloud Service Provider for any loss
claims or damages arising from or
related to the provision of such Cloud
Services. On occasion, Contractor may
be required by the Cloud Service
Provider to execute a separate
agreement (each a “Cloud Service
Order”) with Region 4 ESC, which will
be provided to Region 4 ESC in
advance of purchase.

Regi
on 4 ESC shall be solely
responsible for reconstructing data
(including but not limited to data
located on disk files and memories) and
software that may be lost damaged or
corrupted during the performance of
Cloud Services. CONTRACTOR IS

HEREBY RELEASED AND SHALL

CONTINUE TO BE RELEASED

FROM ALL LIABILITY IN

CONNECTION WITH THE LOSS,

DAMAGE, OR CORRUPTION OF

DATA AND SOFTWARE AND
REGION 4 ESC ASSUMES ALL

RISK OF LOSS, DAMAGE, OR

CORRUPTION OF DATA AND

SOFTWARE IN ANY WAY

RELATED TO OR RESULTING
FROM THE CLOUD SERVICES.

Page 338 of 1278 ends

Region 4 ESC Technology Solutions, Products and Services RFP CDW Government LLC Page 6 of 73 01/19/2021
All information and documents hereby submitted in response to the Request for Proposal/Quote (“RFP/RFQ”) furnished by Customer Name are the Proprietary and Confidential property of CDW Government LLC (“CDW•G”).
© CDW Government LLC 2021
Tab 2 – Products/Pricing
i. Offerors shall provide pricing based on a discount from a manufacturer’s price list or catalog, or fixed price, or a combination of both with indefinite quantities. Prices listed will be used to establish t
he extent of a manufacturer’s product lines, services, warranties, etc. that are available from Offeror and the pricing per item. Multiple percentage discounts are acceptable if, where different percentage discounts apply, they different percentages are specified. Additional pricing and/or discounts may be included. Products and services proposed are to be priced separately with all ineligible items identified. Offerors may elect to limit their proposals to any category or categories.

CDW•G offers our entire product catalog of over 1,000 manufacturers. Our pricing offer is a fixed percent discount off the CDW•G Advertised Price by product catalog as seen below:

CDW•G Product Tree
Categories Discount*
Accessories 6.75%
Power, Cooling & Racks 5.00%
Desktop Computers 3.00%
Data Storage/Drives 5.50%
Enterprise Storage 5.00%
Point of Sale/Data Capture 4.25%
Servers & Server Management 4.00%
Services (CDW Delivered) 0.00%
Notebook/Mobile Devices 2.50%
NetComm Products 5.50%
Carts and Furniture 5.00%
Printing & Document Scanning 3.00%
Services (Partner Delivered) 0.00%
Client Configure-to-Order 0.00%
Software 4.00%
Collaboration Hardware 4.25%
Video & Audio 3.50%
Cables 15.00%
*D
iscounts are taken from CDW•G National Advertised price. Our National Advertised price is benchmarked against current market demand as well as live pricing on our competitor’s websites, which we adjust to remain competitive.

N
ote: Apple products are offered / allowed at 0.5% discount from National Advertised price, irrespective of category classification. However, CDW•G is not authorized to sell Apple to the K12 segment.

Page 339 of 1278 ends

Montebello City CouncilJune 14, 2023

Montebello City Council
June 14, 2023