Montebello City Council
May 8, 2024

CITY OF MONTEBELLO

CITY COUNCIL

REGULAR MEETING

WEDNESDAY, MAY 8, 2024 AT 6:00 PM

CITY HALL COUNCIL CHAMBERS
1600 WEST BEVERLY BOULEVARD

MONTEBELLO, CALIFORNIA

CITY COUNCIL
Scarlet Peralta, Mayor
Salvador Melendez, Mayor Pro Tem
Angie M. Jimenez, Councilmember
Georgina Tamayo, Councilmember
David N. Torres, Councilmember

CITY MANAGER
Raul Alvarez

CITY TREASURER
David Matanga

CITY ATTORNEY
Arnold M. Alvarez-Glasman

CITY CLERK
Christopher Jimenez

DEPARTMENT HEADS
Assistant City Manager
Fire Chief
Police Chief
Director of Finance
Director of Human Resources
Director of Planning/Community Development
Director of Public Works
Director of Recreation and Community Services
Acting Director of Transportation
Arlene Salazar
Fernando Pelaez
Paul Espinosa
Michael Solorza
Ramon Figueroa
Joseph Palombi
Cesar Roldan
David Sosnowski
John Soria

May 8, 2024: City Council Meeting Page 2 of 8

NOTICES
This City Council Meeting ("Council") will be held in person and will meet at City Hall – City Council Chambers, 1600 West Beverly Boulevard, Montebello, California. The meeting will be live streamed and can be watched on the City’s website and YouTube Channel via the following link: https://www.montebelloca.gov, and may also be viewed on Spectrum Public Access Channel 3 for all Spectrum cable subscribers.

AMERICANS WITH DISABILITIES ACT: In compliance with the Americans with Disabilities Act (ADA) any person with a disability who requires special accommodations in order to participate in a meeting should contact the Administration Office at (323) 887-1437 Monday-Thursday from 7:30 a.m.-5:30 p.m. Please call 48 hours prior to the meeting to ensure that reasonable arrangements can be made to provide accessibility to this meeting (28 CFR 35.102-35.104 ADA Title II 1203). If you require translation services, please contact the City Clerk’s office 72 hours before this meeting. Si necesita servicios de traducción, comuníquese con la Oficina del Secretario Municipal 72 horas antes de esta reunión. 如果您需要翻译服务，请在会议前 72 小时联系市书记员办公室.

RULES OF DECORUM:

Pursuant to Section 54957.95 of the Government Code, the presiding member of the legislative body conducting a meeting, or their designee, is authorized to remove, or cause the removal of, an individual for disrupting the meeting.

Any such removal will be preceded by a warning to the disruptive individual by the presiding member of the legislative body or their designee that the individual’s behavior is disrupting the meeting and that the individual’s failure to promptly cease their disruptive behavior may result in their removal.

PUBLIC COMMENTS:

In-Person: For those interested in participating during the Public Comment period(s) or public testimony period for Public Hearings of the City Council meetings, you may address the City Council in person only the day of the meeting.

Speakers will be required to fill out a speaker card provided at the door and submit it to City Clerk staff prior to each Public Comment announcement period. Staff will number and call each speaker card in the order received. Closed Session begins at 6:00 p.m. and Regular Session begins immediately thereafter; if there is no Closed Session, Regular Session will begin at 6:00 p.m.

AGENDA MATERIALS: The agenda and/or agenda packet are available for public inspection at City’s website at:

Agendas, Minutes, and Videos,

May 8, 2024: City Council Meeting Page 3 of 8

IN CONSIDERATION OF OTHERS, PLEASE TURN OFF, OR MUTE, ALL CELL PHONES AND PAGERS

THANK YOU FOR YOUR COOPERATION

OPENING CEREMONIES

CALL TO ORDER - 6:00 P.M.

ROLL CALL

ANNOUNCEMENT OF CLOSED SESSION ITEMS

PUBLIC COMMENTS ON CLOSED SESSION ITEMS
At this time, the public may submit a speaker card to the City Clerk staff for Closed Session items, prior to the beginning of this statement. Speakers will be called in the order received. Please be aware that the maximum time allotted for members of the public to speak on Closed Session items shall not exceed three (3) minutes per person. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor and City Council.

CLOSED SESSION
The City Attorney shall provide a briefing on the item listed for Closed Session as follows:

1. CONFERENCE WITH LABOR NEGOTIATORS
Government Code Section 54957.6
Agency Negotiators: Raul Alvarez, City Manager, and Ramon Figueroa, Human Resources Director Employee Groups: SMART-TD

2. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Government Code Section 54956.9(d)(2) subject to (e)(1) One matter

3. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Government Code Section 54956.8
Property: Topgolf Site
City’s Negotiators: Raul Alvarez, City Manager
Negotiating Party: Topgolf Montebello
Under negotiation: Terms of Lease

REGULAR SESSION - IMMEDIATELY FOLLOWING CLOSED SESSION

CLOSED SESSION REPORT

INVOCATION

PLEDGE OF ALLEGIANCE

CORRECTIONS TO THE AGENDA - CITY MANAGER

CEREMONIAL ITEMS/PRESENTATIONS

4. CITIZEN OF THE MONTH - RICHARD SANCHEZ

5. ASIAN PACIFIC HERITAGE MONTH

6. NATIONAL PET MONTH

7. NATIONAL BIKE MONTH

May 8, 2024: City Council Meeting Page 4 of 8

8. MENTAL HEALTH MONTH

9. MOTORCYCLE SAFETY AWARENESS MONTH

10. NATIONAL POPPY DAY

11. NATIONAL MILITARY APPRECIATION MONTH

12. NATIONAL PUBLIC WORKS WEEK

13. MUNICIPAL CLERKS WEEK PROCLAMATION

14. FISCAL YEAR 2024-25 PROPOSED BUDGET OVERVIEW

PUBLIC COMMENTS ON NON-AGENDA ITEMS (30 MINUTES)
At this time, the public may submit speaker card(s) to the City Clerk staff, for both agenda and non-agenda items, prior to the beginning of this statement; Public Hearing items do not require a speaker card.

The City Council will address non-agenda items during this section and speakers will be called in the order received. Those persons not accommodated during this 30-minute period will have an opportunity to speak under “Public Comments – Continued”, after all scheduled matters have been considered. Public Hearing, Regular Business and/or Consent Calendar items will be addressed at the time that matter of business is heard, in the order received.

Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the Mayor and City Council.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

REGULAR BUSINESS

15. RECEIVE AND FILE THE CITY OF MONTEBELLO FINAL DRAFT OF THE AMERICANS WITH DISABILITIES

ACT (ADA) TRANSITION PLAN AND SELF-EVALUATION REPORT

RECOMMENDATION: It is recommended that the City Council:

1. Receive and File the City of Montebello Final Draft of the Americans with Disabilities Act (ADA) Transition Plan and Self-Evaluation Report prepared by Sally Swanson Architects, Inc.; and,

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

16. AWARD PROFESSIONAL SERVICES AGREEMENT NO. 4195 WITH CITIBOT FOR ARTIFICIAL

INTELLIGENCE (AI) CUSTOMER SUPPORT SERVICES

RECOMMENDATION: It is recommended that the City Council:

1. Award Professional Services Agreement No. 4195 to Citibot in an amount not-to -exceed Thirty-Two Thousand Dollars ($32,000) in year one, Twenty-Five Thousand Three Hundred Dollars ($25,300) in year two, and Twenty-Eight Thousand Six Hundred Dollars ($28,600) the year three;

2. Authorize the City Manager to execute the Agreement on behalf of the City; and

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

17. FIRST READING AND INTRODUCTION OF ORDINANCE NO. 2476 TO ADD CHAPTER 2.91 FOR

ELECTRONIC AND PAPERLESS FILING OF FAIR POLITICAL PRACTICES COMMISSION (FPPC)

CAMPAIGN DISCLOSURE STATEMENTS

RECOMMENDATION: It is recommended that the City Council:

1. Conduct a First Reading and Introduction of Ordinance No. 2476 (Attachment A) to add Chapter 2.91 for electronic and paperless filing of Fair Political Practices Commission (FPPC) Campaign Disclosure

May 8, 2024: City Council Meeting Page 5 of 8

Statements for all City of Montebello elected and appointed officials, City Council candidates, campaign committee, and designated City staff; and

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

CONSENT CALENDAR
All matters listed under the Consent Calendar are considered to be routine. Any items a member wishes to discuss, including any items the public submitted speaker cards for, should be designated at this time. All other items may be approved in a single motion. Such approval will also waive the reading of any Ordinance.

18. APPROVE AMENDMENT NO. 1 TO AGREEMENT NO. 3848 WITH ADS ON THE MOVE, LLC TO PROVIDE

TURNKEY ADVERTISING SERVICES FOR THE MONTEBELLO BUS LINES ADVERTISING PROGRAM

RECOMMENDATION: It is recommended that the City Council:

1. Approve Amendment No. 1 to Agreement No. 3848 with Ads On The Move, LLC, a subsidiary corporation under Media Management Consultant Services, for an additional one-year (1) term, to provide the City of Montebello with turnkey advertising services for Montebello Bus Lines’ (MBL) advertising program; and

2. Authorize the City Manager and/or his designee to execute Amendment No. 1 on behalf of the City; and

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

19. APPROVE INCREASING THE NOT-TO-EXCEED AMOUNT OF THE BLANKET PURCHASE ORDERS WITH WAYNE ELECTRIC COMPANY AND RUSH TRUCK CENTERS OF CALIFORNIA, INC. TO PURCHASE

VARIOUS BUS PARTS/EQUIPMENT

RECOMMENDATION: It is recommended that the City Council:

1. Approve a change order to increase the total not-to-exceed amount, from $49,000 to $59,000, for a blanket purchase order established with Wayne Electric Company (Wayne Electric) to purchase maintenance-related bus parts, for Fiscal Year 2023-24; and

2. Approve a change order to increase the total not-to-exceed-amount, from $49,500 to $59,500, for a blanket established with Rush Truck Centers of California, Inc. (Rush Trucking), to purchase maintenance-related bus parts, for FY 2023-24; and

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

20. APPROVE PROFESSIONAL SERVICES AGREEMENT, NO. 4191, WITH "72 HOUR, LLC" (DBA NATIONAL

AUTO FLEET GROUP) TO PURCHASE TWO TRANSPORTATION DEPARTMENT SUPPORT VEHICLES

RECOMMENDATION: It is recommended that the City Council:

1. Approve Professional Services Agreement, No. 4191 with "72 Hour LLC" (dba National Auto Fleet Group), for a total not-to-exceed amount of two hundred forty-eight thousand, four hundred and ninety-two dollar ($248,492), to purchase two (2), Transportation Department – Corporate Shop support vehicles; and

2. Authorize the City Manager and/or their designee to approve change orders for up to ten percent (10%) of the total agreement amount; and

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

21. NOTICE OF INTENT TO ESTABLISH A QUIET ZONE AT RAILROAD CROSSINGS

RECOMMENDATION: It is recommended that the City Council:

1. Approve the Notice of Intent to establish a Quiet Zone at railroad crossings at South Vail Avenue, Maple Avenue, South Greenwood Avenue and South Montebello Boulevard; and,

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

22. APPROVE AMENDMENT NO. 2 TO AGREEMENT NO. 1268 BETWEEN THE CITY AND SPRINTCOM, LLC FOR TELECOMMUNICATIONS EQUIPMENT LOCATED AT 901 VIA SAN CLEMENTE

RECOMMENDATION: It is recommended that the City Council:

May 8, 2024: City Council Meeting Page 6 of 8

1. Authorize the City Manager to execute Amendment No. 2 to Agreement No. 1268 to extend lease term between the City and SprintCom LLC; and,

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

23. ADOPT RESOLUTION 24-28 APPOINTING A MEMBER AND ALTERNATE(S) TO THE GOVERNING BOARD

OF THE LOS ANGELES GATEWAY REGION INTEGRATED REGIONAL WATER MANAGEMENT JOINT

POWERS AUTHORITY

RECOMMENDATION: It is recommended that the City Council:

1. Approve Resolution No. 24-28 appointing one primary board member and an alternate board member representing the City of Montebello to the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority; and,

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

24. APPROVE PROFESSIONAL SERVICES AGREEMENT NO. 4193 TO AMTECH ELEVATOR SERVICES TO

PROVIDE ELEVATOR MAINTENANCE AND REPAIR SERVICES

RECOMMENDATION: It is recommended that the City Council:

1. Award Professional Services Agreement No. 4193 to Amtech Elevator Services to provide elevator maintenance and repair services for a three (3) year term in a total not-to-exceed amount of $200,694; and,

2. Authorize the City Manager to execute the Agreement on behalf of the City; and,

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

25. APPROVE AMENDMENT NO.1 TO AGREEMENT NO. 3869 WITH PMC PLUMBING, INC.

RECOMMENDATION: It is recommended that the City Council:

1. Approve Amendment No. 1 to Agreement No. 3869 between the City of Montebello and PMC Plumbing for a One (1) Year Extension; and,

2. Authorize the City Manager to execute the Amendment on behalf of the City; and,

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

26. APPROVE PUBLICATION OF REQUEST FOR PROPOSALS NO. 24-17 FOR STORM AND SEWER LIFT

STATION MAINTENANCE SERVICES AND RELATED EQUIPMENT

RECOMMENDATION: It is recommended that the City Council:

1. Approve publication of Request for Proposals No. 24-17 for storm and sewer lift station maintenance services and related equipment; and,

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

27. APPROVE PUBLICATION OF REQUEST FOR PROPOSAL NO. 24-18 TO OBTAIN SERVICES FROM A

QUALIFIED CONSULTANT FOR SOLID WASTE MANAGEMENT SERVICES

RECOMMENDATION: It is recommended that the City Council:

1. Authorize staff to publish Request for Proposal (RFP No. 24-18) to obtain Solid Waste Management Services; and,

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

28. ADOPT RESOLUTION NO. 24-30 APPROVING A MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN

THE CITY OF MONTEBELLO AND THE INTERNATIONAL ASSOCIATION OF SHEET METAL, AIR, RAIL, AND TRANSPORTATION WORKERS – TRANSPORTATION DIVISION (SMART-TD)

RECOMMENDATION: It is recommended that the City Council:

May 8, 2024: City Council Meeting Page 7 of 8

1. Adopt Resolution No. 24-30 approving a Memorandum of Understanding (MOU) between the City of Montebello and the International Association of Sheet Metal, Air, Rail, and Transportation Workers – Transportation Division (SMART-TD); and,

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

29. APPROVAL OF MINUTES: APRIL 10, 2024, CITY COUNCIL MEETING; APRIL 24, 2024, CITY COUNCIL MEETING; MAY 1, 2024, SPECIAL CITY COUNCIL MEETING

RECOMMENDATION: It is recommended that the City Council:

1. Approve said Minutes as is.

30. PAYMENT OF BILLS: ADOPT RESOLUTION NO. 24-31 APPROVING THE CITY WARRANT REGISTER OF DEMANDS DATED MAY 8, 2024

RECOMMENDATION: It is recommended that the City Council:

1. Adopt Resolution No. 24-31 approving the Warrant Register dated May 8, 2024.

PUBLIC COMMENTS - CONTINUED

AB 1234 TRAVEL REPORTS
Members will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).

COUNCIL/AGENCY ORALS
Announcements and requests for future agenda items.
• Georgina Tamayo, Councilmember

• David N. Torres, Councilmember

• Salvador Melendez, Mayor Pro Tem

• Angie M. Jimenez, Councilmember

• Scarlet Peralta, Mayor

CLOSED SESSION - CONTINUED

ADJOURNMENT
The City of Montebello will adjourn to the next Regular Meeting on May 22, 2024, at 6:00 p.m., which can be live- streamed at https://www.montebelloca.gov (Click on Live Stream).

I, Kimberly Guillen, Senior Deputy City Clerk for the City of Montebello, hereby certify that a copy of this agenda has been posted on or before Sunday, May 5, 2024, no later than 6:00 p.m.

Kimberly Guillen, Senior Deputy City Clerk

May 8, 2024: City Council Meeting Page 8 of 8

EXHIBIT - CITY OF MONTEBELLO FORECASTED AGENDA
Please note, the attached exhibit is a draft version that is to be used for reference purposes only; agenda items, information, and dates are subject to change. The exhibit will be placed at the end of the Agenda Packet. • CITY OF MONTEBELLO FORECASTED AGENDA

ITEM # 15

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: Cesar Roldan, Director

SUBJECT: RECEIVE AND FILE THE CITY OF MONTEBELLO FINAL DRAFT OF

THE AMERICANS WITH DISABILITIES ACT (ADA) TRANSITION PLAN

AND SELF-EVALUATION REPORT

DATE: May 8, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Receive and File the City of Montebello Final Draft of the Americans with Disabilities Act (ADA) Transition Plan and Self-Evaluation Report prepared by Sally Swanson Architects, Inc.; and,

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

FISCAL IMPACT:

The City of Montebello is committed to implementing the Americans with Disabilities Act (ADA) Transition Plan and Self-Evaluation Report. This will involve removing any barriers at City facilities, rights-of-way, programs, services, and activities that may require modification. To achieve this, the City will need to allocate annual funding towards some of the infrastructure improvements identified in the ADA Transition Plan and Self- Evaluation Report. Some of these improvements are in conjunction with the City's five- year street rehabilitation plan, which includes sidewalks. City staff will analyze which improvements should be given priority based on the report, and depending on the required improvements, funds will be allocated each year into the City's operating and/or capital improvement program budgets.

BACKGROUND/DISCUSSION:

On August 11, 2021, the City awarded a Professional Services Agreement to Sally

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

Swanson Architects, Inc. (Attachment A) for the preparation of the Americans with Disabilities Act (ADA) Transition Plan and Self-Evaluation Report. The purpose of the Report is to document the results of the City’s efforts to provide access to programs, services, activities, events, facilities, parks, and public rights-of-way for individuals with disabilities.

Title II of the ADA requires that public entities identify and evaluate any barriers or potential barriers that may deny individuals with disabilities access to the City programs, services, and activities.

The Final Draft Report (Attachment B) provides a summary of the findings and recommendations for the City to implement in its facilities to comply with the ADA requirements. The report also presents a comprehensive survey performed of City facilities, parks, and public rights-of-way. The survey includes detailed measurements and photographs of current conditions to determine compliance with federal and state accessibility codes and standards.

Staff has currently posted on the City’s website the attached Final Draft report for the residents of Montebello to review and provide any comments or questions at the City Council meeting on May 8, 2024. After the City Council meeting, all the applicable comments will be incorporated into the Final Report. The City has designated Gina Skibar as the Americans with Disabilities Act (ADA) Coordinator.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff is recommending the City Council to receive and file the Final Draft Report prepared by Sally Swanson Architect, Inc.

ATTACHMENT(S)

1. Attachment A - Agr No. 3900 - Sally Swanson Architects, Inc.

2. Attachment B - ADA Self Evaluation and Transition Plan (Cover page with Link)

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ATTACHMENT B

SELF-EVALUATION AND TRANSITION PLAN
Please follow the link below to view the plan. This document is 13,000+ pages and may take a few minutes to download.

Attachment B - ADA Self Evaluation and Transition Plan.pdf

ITEM # 16

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: David Sosnowski, Director of Recreation and Community Services

SUBJECT: AWARD PROFESSIONAL SERVICES AGREEMENT NO. 4195 WITH

CITIBOT FOR ARTIFICIAL INTELLIGENCE (AI) CUSTOMER SUPPORT

SERVICES

DATE: May 8, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Award Professional Services Agreement No. 4195 to Citibot in an amount not-to - exceed Thirty-Two Thousand Dollars ($32,000) in year one, Twenty-Five Thousand Three Hundred Dollars ($25,300) in year two, and Twenty-Eight Thousand Six Hundred Dollars ($28,600) the year three;

2. Authorize the City Manager to execute the Agreement on behalf of the City; and

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

FISCAL IMPACT:

The total not-to-exceed cost of Citibot services under the proposed agreement (Attachment A) is $85,900 over the initial three (3) year term: Thirty Two Thousand ($32,000) for year one, Twenty-Five Thousand Three Hundred Dollars ($25,300) for year two, and Twenty-Eight Thousand Six Hundred Dollars ($28,600) for year three (Attachment B). The first-year cost includes a one-time implementation fee and an integration fee to tailor the Artificial Intelligence (AI) chatbot features into the “My Montebello” application (“app”) software. There will be no cost for these two items for this agreement's second and third years. The Fiscal Year 2024-25 budget will incorporate the first year expenses of this agreement, with subsequent budgets including the appropriate funding.

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

BACKGROUND/DISCUSSION:

The City of Montebello is committed to leveraging technology to improve the delivery of services and enhance the overall experience for residents. In 2023 alone, the City’s social media platforms saw a combined 3.9 million impressions and received approximately 114,200 engagements. The City’s website, www.montebelloca.gov, has extensive visitors, the “My Montebello” app received approximately 7,866 individual requests for service, and City staff interfaced with an average of 200-300 phone calls per business day for general City-service inquiries.

With an increasing demand for immediate access to information and services, there is a pressing need for the City to invest in innovative solutions that meet the evolving expectations of the community. As the Department strives to meet these needs, staff have researched innovative solutions that offer convenience, accessibility, and efficiency to residents’ requests and inquiries.

Citibot’s services offer an opportunity for the City of Montebello to modernize its communication infrastructure and elevate service delivery. Citibot offers a full-service, generative AI chat solution package featuring the development, implementation and ongoing maintenance of their integrated services for municipalities. These services include a custom Web Chat icon that will represent the chatbot that can be tailored to answer resident inquiries and requests for service by utilizing generative AI that pulls information strictly from the City’s website and a limited number of other government websites and other sources as approved by the Public Affairs Division. As part of this interactive service, the chatbot will also be able to communicate in more than 70 different languages, ensuring that language barriers do not hinder residents' ability to access information or communicate with the City.

In addition to its website services, Citibot’s generative AI will also integrate with the City of Montebello’s app, “My Montebello,” and social media platforms. These services will further expand the availability of the City’s resources to residents and business owners.

Another crucial feature of this agreement will be the implementation of SMS text messaging as another communication tool for information and resource sharing.

Questions regarding city services, work orders and other City functions will be answered by Citibot’s generative AI services by searching the City’s website and other clearly identified sources for this information. By opting-in to SMS messaging, residents can easily connect with the City and receive periodic notices and updates about upcoming City services, programs and/or public meetings.

If the generative AI service is unable to locate information that a resident is requesting, they will be directed to speak with a City of Montebello staff member directly via a phone number that will be provided in all formats that Citibot’s generative AI chat solutions apply to.

Citibot will also set up an analytic dashboard for the City. The analytic dashboard will capture all questions and requests for services regardless of the time of day and log them internally. This information will be stored in a secured cloud storage system indefinitely or as per state Freedom of Information Act Requirements mandate. City staff will have

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

the ability to readily access this data and create user-friendly reports that showcase this information to continue making informed decisions on how best to serve our community members.

ENVIRONMENTAL:

N/A

ANALYSIS:

The City desires to acquire and provide the services of a Generative AI solution for the City’s website, “My Montebello” app social media platforms and that would have an SMS text capability to enhance the City’s digital infrastructure and citizen services. In addition to reviewing the capability and features of Citibot, staff evaluated five (5) alternative services, comparing their features, capabilities, and suitability for the City’s needs. After a comprehensive assessment, it was determined that two (2) of the alternatives did not meet some of the integration requirements and that the other three (3) alternatives either did not offer the technology to support the robust needs of the City including lack of ability to integrate into the My Montebello App and/or could not offer SMS features.

At the forefront of Citibot's implementation is its ability to serve as a 24/7 virtual assistant, providing residents with instant access to information about City services, events, regulations, initiatives, public meetings and more. By offering personalized responses and a user-friendly interface, Citibot enhances accessibility and fosters greater engagement between the City and its residents. Additionally, Citibot streamlines service delivery by automating routine inquiries and processes, thereby freeing up staff time and resources to focus on other tasks to improve overall efficiency in the delivery of City services.

In recognition of the importance of social media in modern communication, Citibot can be seamlessly integrated with Montebello's social media platforms, including Facebook, X, and Instagram. This integration enables residents to interact with Citibot directly through their preferred social media channels, further expanding access to information and services. By leveraging social media, the City can enhance its online presence and provide residents with another avenue for civic engagement.

Citibot's translation features further enhance accessibility for residents with limited English proficiency or non-English-speaking backgrounds. By offering multi-language support, Citibot ensures that language barriers do not hinder residents' ability to access information or communicate with the city. This inclusive approach promotes equity and ensures that all members of the Montebello community can engage with city services effectively.

In addition to City website and social media interactions, residents will have the option to text in questions, work order requests, and more through SMS messaging. This convenient communication channel offers an alternative method for residents to engage with Citibot and access city services.

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

SUMMARY:

Staff recommends that the City Council approve Professional Services Agreement No. 4195 with Citibot for three years for the implementation, integration, and customization of an AI chatbot service tailored to the City of Montebello’s website, social media platforms and “My Montebello” app in an amount not-to -exceed $85,900 over the initial three (3) term of service; and authorize the City Manager to execute the Agreement on the City’s behalf (attached hereto in substantial form, Attachment A).

ATTACHMENT(S)

1. Attachment A - Agr No. 4195 - Citibot

2. Attachment B - Citibot_Proposal_Montebello_social media

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CITY OF MONTEBELLO
P
ROFESSIONAL SERVICES AGREEMENT NO. 4195

WITH CITIBOT
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on MAY 8, 2024 (“Effective Date”) , by and between the CITY OF MONTEBELLO, a California municipal corporation ( the “CITY”) and CITIBOT (the “ CONSULTANT”). The CITY and the CONSULTANT are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”
RE
CITALS
W
HEREAS, the CITY desires to retain a qualified professional consultant to provide generative artificial intelligence (AI) services for the CITY as part of a three (3) year contract; and
W
HEREAS, the CONSULTANT represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

NO
W THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

S
ECTION 1. INCO RPORATION OF RECITALS AND OTHER CONTRACT DOCUMENTS a. The abov
e-referenced Recitals constitute a material part hereof and shall hereby be i
ncorporated by reference. Moreover, this Agreement consists of the following documents, i n or
der of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:

1. Thi
s Agreement and its Exhibits, including scope of work, fee schedules, and any and all addenda or supplemental agreements.

2. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits. b. Thes
e documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence list abov e s
hall apply.

S
ECTION 2. SERVI CES / COMPENSATION.
a. To t
he extent of a conflict between the terms of this Agreement and that set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern. b. The CO
NSULTANT shall provide to the CITY all labor, equipment, materials and incidental necessary to establish generative artificial intelligence (AI) services as set forth fully in the scope of work, as such is set forth fully in Exhibit “A” attached hereto and incorporated fully herein by this reference (hereinafter “Professional Services”). c. The C
ONSULTANT shall be compensated for performance of the Professional Services

ATTACHMENT A

PROFESSIONAL SERVICES AGREEMENT NO. 4195

as set forth in Exhibit “ B” and incorporated fully herein by this reference (“Compensation”), in an amount not to exceed Thirty-Two Thousand dollars ($32,000) the first calendar year, Twenty- Five Thousand Three Hundred Dollars ($25,300) the second calendar year, and Twenty -Eight Thousand Six Hundred Dollars ($28,600) the third calendar year . The CONSULTANT shall provide an itemized billing statement to the CITY for Professional Services performed on an annual basis. The CONSULTANT shall not incur fees or costs which exceed the Compensation without prior written consent of the CITY.

SECTION 3. TERM.

a. This Agreement shall commence upon issuance of a written “ Notice to Proceed” (as further defined below) by the CITY and shall expire three (3 ) year s from the Effective Date, unless terminated earlier as hereinafter provided. This Agreement may be extended for up to two (2) , one-year extensions upon such terms and conditions mutually agreed upon by the Parties in writing.

b. Notice to Proceed. Any work or service contemplated under this Agreement shall not commence until the CITY has issued a written Notice to Proceed issued by CITY’s applicable, department head.

SECTION 4. PERFORMANCE.

a. The CONSULTANT shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein.

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

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

e. The CONSULTANT shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the CONSULTANT pursuant to this Agreement, other than documents which are exempt from disclosure pursuant to the attorney-client privilege or any other law. Said documents shall be made available for inspection by the CITY upon request.

SECTION 5. WORK PRODUCT.

a. The CONSULTANT hereby agrees that all work product produced pursuant to this Agreement, and provided to the CITY during and upon completion of this Agreement , shall be the property of the CITY, and ownership of said work product shall be retained by the CITY. The CONSULTANT may take and retain copies of such w ritten products as desired, but no such written products shall be the subject of a copyright application by the CONSULTANT.

b. All data, documents, discussion, or other information developed or received by the

PROFESSIONAL SERVICES AGREEMENT NO. 4195

CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the CONSULTANT without prior written consent by the CITY. The CITY shall grant such consent if disclosure is legally required. All such written products shall be returned to the CITY upon the termination or expiration of this Agreement. The CONSULTANT agrees that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 6. EXTRA SERVICES.

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

SECTION 7. CITY SUPERVISION.

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

SECTION 8. TERMINATION.

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

a. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non -defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by the CONSULTANT which cannot be corrected within ten (10) days, said contract shall at the option of the C ITY cease and terminate upon the giving of like notice. In the event of any such termination for default by the CONSULTANT, the C ITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the C ONSULTANT. The CONSULTANT and his sureties shall be liable to the C ITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract. In the event of a termination for cause, the CONSULTANT shall only be entitled to the Compensation for those Professional Services satisfactory performed on or before the effective date of termination.

b. Termination for Convenience. The CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, by giving ten (30) business days’ written notice to the CONSULTANT. Upon the termination of this Agreement as provided herein, the CITY shall provide to the CONSULTANT the part of Compensation which would otherwise be payable to the CONSULTANT for services the CONSULTANT had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the CONSULTANT shall be reimbursed for any “non -refundable” costs that the CONSULTANT has incurred for its services under this Agreement, provided that: (1) such “non-

PROFESSIONAL SERVICES AGREEMENT NO. 4195

refundable” costs were incurred by the CONSULTANT prior to the date of termination, and (2) that the CONSULTANT provides the CIT Y with adequate proof that the CONSULTANT incurred the costs, and is unable to be seek a refund for such costs. Such “non- refundable” costs may include, but are not limited to, travel reservations incurred by the CONSULTANT for its performance of services under this Agreement. The CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of the CITY shall be employed by the CONSULTANT during the term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

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

SECTION 11. INDEPENDENT CONSULTANT.

a. The CONSULTANT is and shall, at all times, remain as to the CITY a wholly independent consultant. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner represent that he or she is in any manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, the CITY shall not pay salary, wages, or other compensation to the CONSULTANT for performance hereunder for the CITY, the CITY shall not be liable for compensation to the CONSULTANT, the CONSULTANT’s employees or the CONSULTANT’s subconsultants 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. The CITY shall not deduct from the Compensation paid to the 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 the CONSULTANT. The CITY shall have no responsibility to provide the CONSULTANT, its employees or subconsultants with workers’ compensation insurance or any other insurance.

SECTION 12. CALPERS ANNUITANTS AND ELIGIBILITY INDEMNITY.

a. If the CONSULTANT is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the CONSULTANT must provide the City with written notification of such fact a minimum of 14 calendar days prior to commencement of services under this Agreement.

Failure to provide such notification may result in termination of the Agreement, and any penalties or other costs relating thereto shall be borne by the CONSULTANT. If this Agreement remains in place, the CONSULTANT shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and regulations applicable to CalPERS

PROFESSIONAL SERVICES AGREEMENT NO. 4195

annuitants.

b. In the event that the CONSULTANT or any employee, agent, or subconsultant of the CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the CITY, the CONSULTANT shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of the CONSULTANT or its employees, agents, or subconsultant s, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.

c. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the CONSULTANT and any of its employees, agents, and subconsultants 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 the CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

The CONSULTANT shall 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. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this section.

SECTION 14. INDEMNIFICATION.

The CONSULTANT agrees to, and shall defend, indemnify, protect and hold harmless, the 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 which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of the CONSULTANT’s negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of the CITY.

SECTION 15. INSURANCE COVERAGE.

a. During the term of this Agreement, the CONSULTANT shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property 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) : Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products-completed operations, personal injury, and advertising injury, with limits no les s than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

PROFESSIONAL SERVICES AGREEMENT NO. 4195

• Automobile Liability Insurance: 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 $1,000,000 per accident for bodily injury and property damage.
• Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and E mployer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

• Professional Liability insurance appropriate to the CONSULTANT ’S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

b. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.

c. The CONTACTOR shall require each of its subconsultants, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

d. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a current rating of at least A:VII in the latest edition of Best's Insurance Guide.

e. Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days’ prior written notice (ten [10] days for non- payment) has been given to the CITY. The CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at the CONSULTANT’s expense, the premium thereon.

f. Evidence of Insurance prior to commencement . The Contractor shall provide to the CITY Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen (15) business days prior to the expiration of any policy. Unreasonable failure to provide such evidence may be cause for termination of the Agreement as provided herein or delay the services’ commencement date. The evidence of insurance shall be U.S. mail or email to:

City of Montebello
Attn: Risk Manager
1600 West Beverly Boulevard
Montebello, CA 90640
Email: [email protected]

Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non - renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to the CITY by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.

g. Evidence of Insurance during the entire term of the Agreement. At all times during the term of this Agreement, the CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the CITY as an additional insured. The CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager

PROFESSIONAL SERVICES AGREEMENT NO. 4195

such certificate(s).

h. The CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with 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.

i. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The CONSULTANT agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

j. The insurance provided by the CONSULTANT shall be primary to any coverage available to the CITY. Any insurance or self -insurance maintained by the CITY, its officers, employees, agents, or volunteers, shall be in excess of CONSULTANT ’s insurance and shall not contribute with it.

k. All insurance coverage provided pursuant to this Agreement shall not prohibit the CONSULTANT, and CONSULTANT ’s employees, agents or subconsultant s, from waiving the right of subrogation prior to a loss. The CONSULTANT hereby waives all rights of subrogation against the CITY.

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

m. Procurement of insurance by the CONSULTANT shall not be construed as a limitation of the CONSULTANT'S liability or as full performance of CONSULTANT’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

The CONSULTANT shall not subcontract, delegate, or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY. Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub- consultant, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of the CONSULTANT and shall not bind or purport to bind the CITY and shall not release the CONSULTANT from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub- consultants. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to the CONSULTANT under the Agreement.

SECTION 17. NO WAIVER.

PROFESSIONAL SERVICES AGREEMENT NO. 4195

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this 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 entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. 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, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and

c. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.

a. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.

b. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.

c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be

PROFESSIONAL SERVICES AGREEMENT NO. 4195

construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.

d. The representations and warranties made by the parties to this Agreement shall survive the consummation of the transaction herein described.

e. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

f. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily 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.

SECTION 22. 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 via e-mail (an “ Electronic Notice” as further defined below), personally or on the second (2nd) 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 the following addresses or such other addresses as the Parties may designate by written notice:

If to CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]

With a copy to: City of Montebello – Recreation & Community Services Attn: David Sosnowski, Director
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-4540
Email: [email protected]

If to Consultant: Citibot
Attn: Bratton Riley, Co-Founder & CEO
65 Gadsden St. Charleston, SC 29401
(843) 324-6167
Email: [email protected]

An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes

PROFESSIONAL SERVICES AGREEMENT NO. 4195

of this section if sent to the electronic mail address specified above. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form.

SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.

In the performance of this Agreement, the CONSULTANT shall not discriminate against any employee, sub-consultant, 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. The CONSULTANT will take affirmative action to ensure that sub-consultant 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 24. CONFLICT OF INTEREST.

The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by the CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. The CONSULTANT further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it.

Furthermore, the CONSULTANT shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

The CONSULTANT covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to the CITY as a result of the performance of this Agreement, or the services that may be procured by the CITY as a result of the recommendations made by the CONSULTANT. The CONSULTANT's covenant under this section shall survive the termination of this Agreement.

SECTION 25. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between the CITY and the CONSULTANT.

Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, t he remaini ng provisions of this Agreement shall be valid and binding.

[SIGNATURE PAGE TO FOLLOW]

PROFESSIONAL SERVICES AGREEMENT NO. 4195

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.

(“CITY”) (“CONSULTANT”)

CITY OF MONTEBELLO CITIBOT

Raul Alvarez, City Manager Bratton Riley, Co-Founder + CEO

ATTEST:

Christopher Jimenez, City Clerk

APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney

EXHIBITS:
• Exhibit A – Scope of Work

EXHIBIT “A”

Scope of Work

Exhibit “B”

Schedule of Compensation

The Citibot Communication Platform provides AI-based chat solutions for residents and their governments for efficient and timely communication. Using text messaging (SMS) and web chat technology, the Citibot Communication Platform automates customer service and increases citizen engagement — building relationships of trust between Montebello and its residents.

Citibot Communication Platform
● Interactive Web Chat
○ Automated, fully integrated web assistant that interacts with web visitors, providing a conversational customer service experience through the Montebello website
○ Residents can submit a service request, ask a question, find information, and send a direct message into staff workflow 24/7
Implementation
● Citibot Installation: Citibot to provide and activate Citibot phone number , install Citibot products via the cloud, set up the cloud storage, and facilitate training with Montebello staff.
● CRM Integration: If requested, Citibot can integrate into the City CRM or Service request Management System
Reporting & Analytics
● Citibot to set up a Citibot Analytic Dashboard for Montebello to use as a real-time decision-making tool. As questions come in and issues are reported, Citibot analytics store the information, aggregate the information, and display the data in a user-friendly format.
● The data is stored in a secured cloud storage system indefinitely or as per state Freedom of Information Act Requirements mandate.
● Client to receive monthly reports via email from Citibot staff.

Montebello, CA
February 21, 2024

ATTACHMENT B

Marketing Services
● Onboarding packet includes W eb Chat icon design, graphic design and copy for social campaign outreach for initial launch
● Press release for client to distribute announcing partnership and new service for residents
● Continued digital marketing support post-launch, including social media content and design
Other Ongoing Services
● Includes post-installation maintenance, hosting, support, integration management and software as a service (SaaS) management

CHAT SOLUTIONS FOR MODERN GOVERNMENT AND

CONNECTED COMMUNITIES
Pricing Year 1 Year 2 Year 3
Implementation Fees $5,000 $0 $0
Integration: Tyler
MyCivic
$6,000 $0 $0
Annual Subscription -
Web Chat
$8,000 $8,750 $9,500
Annual Subscription -
Multi-Language
Translation
$2,000 $2,300 $2,600
Annual Subscription
SMS Chat
$4,000 $4,750 $5,500
Annual Subscription-
Facebook MGR Chat
$4,000 $4,750 $5,500
Annual Subscription -
Instagram Chat
$4,000 $4,750 $5,500
Total Annual Costs $32,000 $25,300 $28,600

ITEM # 17

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: Nelly Ochoa, Deputy City Clerk

SUBJECT: FIRST READING AND INTRODUCTION OF ORDINANCE NO. 2476 TO ADD CHAPTER 2.91 FOR ELECTRONIC AND PAPERLESS FILING OF

FAIR POLITICAL PRACTICES COMMISSION (FPPC) CAMPAIGN

DISCLOSURE STATEMENTS

DATE: May 8, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Conduct a First Reading and Introduction of Ordinance No. 2476 (Attachment A) to add Chapter 2.91 for electronic and paperless filing of Fair Political Practices Commission (FPPC) Campaign Disclosure Statements for all City of Montebello elected and appointed officials, City Council candidates, campaign committee, and designated City staff; and

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

FISCAL IMPACT:

The contract amount for the NetFile system is $11,300 per year for up to five years. Funds will be included in the proposed Budget for Fiscal Year 2024-25. The FPPC requires a fee of $1,000 to register as an electronic filing agency. However, NetFile has agreed to pay this cost on behalf of the City. No budget amendment is needed for FY 2023-24.

BACKGROUND/DISCUSSION:

The City Clerk is the local filing officer for the City of Montebello and is responsible for receiving, reviewing, and storing campaign disclosure information, as well as making it accessible to the public. Currently, elected and appointed officials, City Council candidates, campaign committee, and designated City staff may file their statements in

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

hard copy form only, with an original signature per FPPC regulations.

To provide a more efficient process, the City will acquire NetFile. This electronic/paperless filing system accommodates online filing of several types of FPPC forms, including Form 460, 470, 496, 497, and meets the requirements of the California Secretary of State. In order for the City of Montebello to accept electronically filed statements, the City Council will need to adopt an ordinance (Attachment A) approving the use of an online or electronic filing system, which shall include the legislative finding that the online or electronic system will operate securely and effectively and will not unduly burden filers.

NetFile will also be utilized for electronic/paperless filing for all Statement of Economic Interest (Form 700) and ethics training for elected officials, staff, and appointed commissioners as identified in Government Code 87200 and the City's Conflict of Interest Code. Adoption of an ordinance is not required for the use of an electronic filing system for Form 700s or ethics training.

Additionally, the City will utilize NetFile's Boards and Commissions module, which is an end-to-end management system that includes the following features: public portal; electronic application process and workflow; tracking of Oaths of Office; automatically creates Maddy Act lists, board rosters, and recruitment notices; auto-generated communications; support and training. This module will also integrate with Statements of Economic Interest (Form 700) and AB1234 Ethics Training modules, which eliminates repetitive manual entries.

ENVIRONMENTAL:

N/A

ANALYSIS:

The Political Reform Act recognizes campaigns that spend or raise more than $2,000 as "Controlled Committees." Under the Act, these committees are obligated to file detailed campaign finance statements, also known as Fair Political Practices Commission (FPPC) Form 460s.

Pursuant to Government Code Section 84615, local agencies may require electronic filing of FPPC disclosure statements. To increase efficiency and facilitate compliance with state law and FPPC regulations, the City looked to retain a system for the electronic filing of economic and financial disclosure statements for all required filers in the Montebello organization. In addition, to increase efficiency, electronic filing will eliminate the need for wet signatures and redaction of statements posted online and will automatically post a redacted version of each filing online upon submission of the electronic filing.

If approved, all committee filers will be required to submit their statutory filings through the automated system, and paper filings will no longer be accepted. However, to support the City's efforts toward diversity, equity, and inclusion, the City Clerk as the City's filing officer, will have the right to accept a paper filing in lieu of an electronic filing at the City

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

Clerk's discretion under certain circumstances, and to accommodate an Americans with Disabilities Act (ADA) request. Examples of exceptions may include limited access to an electronic device or internet connection.

In order for the City of Montebello to accept electronically filed statements, the City Council must adopt an ordinance (Attachment A) approving the use of an online or electronic filing system, which shall include the legislative finding that the online or electronic system will operate securely and effectively and will not unduly burden filers.

In terms of security, the NetFile system is a web-based, vendor-hosted application that utilizes "industry best practices" for securing data, using the same data encryption for online filings that is used by banks for online banking. NetFile stores and backs up data at two separate locations, creating the essential safety measures and redundancy that allow for the recovery of information in the event of an emergency or disaster.

Implementation of the NetFile system will promote transparency and convenience for committees, individuals, and the public. It provides 24-hour filing and viewing accessibility of campaign finance information from any computer, anywhere. In certain instances, the NetFile system will also increase the accuracy of filed campaign statements by prohibiting any filings that may have inadvertently omitted information required under the Political Reform Act. To ensure a smooth transition, NetFile and the City Clerk's Office will offer extensive training to all filers. There are currently 180 cities and 32 counties in California that are electronically filing Campaign Disclosure Statements through NetFile.

Statement of Economic Interests (Form 700)
The City Clerk is responsible for the annual filing of Form 700s by 87200 Filers (City Council, City Manager, City Attorney, City Treasurer, and Planning Commission) and designated City staff, boards, commissions, and consultants. Form 700s occasionally need amendments or are submitted incomplete or without appropriate schedules attached. With the transition to electronic filing of campaign disclosure statements, staff recommends all future reports and other documents filed on behalf of Statement of Economic Interest filers be filed electronically. The Form 700 electronic filing system incorporates an initial review process that alerts the filer of errors at the time they enter their information, thereby eliminating the need for the City Clerk to request amendments.

There are currently 249 cities and 51 counties in California using electronic filing systems for Form 700 filings.

Ethics Training
Assembly Bill 1234 (2006) requires local public officials to complete two hours of ethics training every two years. The ethics training is to educate public officials on ethical standards required of any individual who works in local government. In September 2023, the FPPC announced it would cease to offer free ethics training through its online website as of December 31, 2023, due to a lack of funding for this service from the legislature.

To meet the AB1234 requirement, the City has added this service to the NetFile agreement, allowing public officials identified in the City's Conflict of Interest Code and Code 87200 Filers to access the training on demand. Individuals required to take the ethics training will have access to the portal and e-file their certificate upon completion.

The NetFile system not only offers the AB1234 training, but it also electronically automates the entire process unlike the previous FPPC system which only offered the

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

training portion and was a paper-based process.

The Form 700 and ethics training components of NetFile do not require an Ordinance and are simply an internal procedural change.

SUMMARY:

Staff recommends that the City Council conduct a first reading and introduce Ordinance No. 2476 to add Chapter 2.91, "Electronic and Paperless filing of Fair Political Practices Commission (FPPC) Campaign Disclosure Statements," to Title 2 "Administration and Personnel," of the Montebello Municipal Code.

ATTACHMENT(S)

1. Attachment A - Ordinance No. 2476 , Add Chapter 2.91 for Electronic and Paperless Filing of FPPC

2. Attachment B - Agr No. 4201, Netfile

NEXT STEPS:

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ATTACHMENT A
ORDINANCE NO. 2476

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
MONTEBELLO, CALIFORNIA, ADDING CHAPTER 2.91, “ELECTRONIC

AND PAPERLESS FILING OF FAIR POLITICAL PRACTICES

COMMISSION (FPPC) CAMPAIGN DISCLOSURE STATEMENTS TO
TITLE 2, “ADMINISTRATION AND PERSONNEL.” OF THE

MONTEBELLO MUNICIPAL CODE

WHEREAS, Government Code Section 84615 currently provides that a local agency may adopt an ordinance to require an elected officer, candidate, committee, or other person required to file statements, reports, or other documents required by Chapter 4 of the Political Reform Act (commencing with Section 84100 of the Government Code), except an elected officer, candidate, committee, or other person who receives contributions totaling less than $2,000 and who makes expenditures totaling less than $2,000 in a calendar year, to file those statements, reports, or other documents online or electronically with the local filing officer; and

WHEREAS, the City has entered into an agreement with NetFile, Inc., a vendor approved by the California Secretary of State, to provide an online electronic filing system ("System") for the California Fair Political Practices Commission (FPPC) campaign disclosure statements; and

WHEREAS, the System will operate securely and effectively and will not unduly burden filers. Specifically: (1) the System will ensure the integrity of the data and includes safeguards against efforts to tamper with, manipulate, alter, or subvert the data; (2) the System will only accept a filing in the standardized record format developed by the Secretary of State and compatible with the Secretary of State's system for receiving an online or electronic filing; and (3) the System will be available free of charge to filers and to the public for viewing filings; and

WHEREAS, the City of Montebello desires to add Chapter 2. 91 "Electronic and Paperless filing of Fair Political Practices Commission (FPPC) Campaign Disclosure Statements", to Title 2, "Administration and Personnel", of the Montebello Municipal Code to require and implement this electronic filing procedure.

NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MONTEBELLO HEREBY ORDAINS AS FOLLOWS:

SECTION 1. FINDINGS. The City Council of the City of Montebello finds and determines as follows:

ORDINANCE NO. 2476

A. California Government Code Section 84615 provides that a legislative body of a local government agency may adopt an ordinance that requires an elected officer, candidate, or committee required to file statements, reports, or other documents required by Chapter 4 of the Political Reform Act to file such statements, reports, or other documents online or electronically with the City Clerk; and

B. the System will ensure the integrity of the data and includes safeguards against efforts to tamper with, manipulate, alter, or subvert the data; and

C. the System will only accept a filing in the standardized record format developed by the Secretary of State and compatible with the Secretary of State's system for receiving an online or electronic filing; and

D. the System will be available free of charge to filers and to the public for viewing filings.

SECTION 2. ADD CHAPTER 2.91 . The Montebello Municipal Code Title 2, is amended by adding Chapter 2.91 “Electronic and Paperless Filing of Fair Political Practice Commission (FPPC) Campaign Disclosure Statements” to read as follows:

CHAPTER 2.91

ELECTRONIC AND PAPERLESS FILING OF FAIR POLITICAL PRACTICE

COMMISSION (FPPC) CAMPAIGN DISCLOSURE STATEMENTS

2.91.010 Definitions

2.91.020 Electronic Filing of Campaign Disclosure Statements

2.91.010 – DEFINITIONS

For purposes of this Chapter, the following terms have the following meanings:

A. "Candidate" shall mean a candidate, as that phrase is defined in Section 82007 of the Government Code, as may be amended from time to time, for any City elective office for any general, special or recall election.

B. "Committee" has the meaning set forth in Section 82013 of the Government Code, as may be amended from time to time.

C. “Contribution” has the meaning set forth in Section 82015 of the Government Code, as may be amended from time to time.

D. “Electronic filing system” shall mean the electronic online filing and data storage system provided for by the City Clerk for campaign statements, reports, forms,

ORDINANCE NO. 2476

or other documents filed pursuant to Government Code Section 81000 et seq., as may be amended from time to time.

E. "Person" has the meaning set forth in Section 82047 of the Government Code, as may be amended from time to time.

F. "Statements" shall mean any statements, reports, forms, or other documents required by Government Code Title 9, Chapter 4 (Sections 84100 et seq.), as may be amended from time to time.

2.91.020 – ELECTRONIC FILING OF CAMPAIGN DISCLOSURE STATEMENTS

A. Any elected officer, candidate, commission, committee, or other person required to file campaign disclosure statements, reports, forms or other documents required by Government Code Title 9, Chapter 4 (Campaign Disclosure) (Sections 84100 et seq.) shall file those statements, reports, or other documents online or electronically with the electronic filing system unless exempt from the requirement to file online pursuant to Government Code Section 84615(a) because the officer, candidate, or committee or person receives less than $2,000 in contributions and makes less than $2,000 in expenditures in a calendar year.

B. In any instance in which an original statement, report, or other document required by Government
Code Title 9, Chapter 4 (Campaign Disclosure) (Sections 84100 et seq.) must be filed with the California Secretary of State and a duplicate or copy of that statement, report or other document is required to be filed with the City Clerk, the filer may, but is not required to, file the copy electronically.

C. The electronic filing system shall ensure the integrity of the data transmitted and shall include safeguards against efforts to tamper with, manipulate, alter, or subvert the data.

D. The electronic filing system shall only accept a filing in standardized record format that is developed by the California Secretary of State pursuant to Section 84602(a)(2) of the California Government Code and that is compatible with the Secretary of State’s system for receiving an online or electronic filing.

E. The electronic filing system shall include a procedure for filers to comply with the requirement that they sign statements and reports under penalty of perjury pursuant to Section 81004 of the Government Code.

F. Any elected officer, candidate, committee or person who has electronically filed a statement required by Section 2.91.010(b) using the electronic filing system

ORDINANCE NO. 2476

is not required to file a duplicate copy of that document in paper format with the City Clerk.

G. The City Clerk shall issue an electronic confirmation that notifies the filer that the statement was received, the notification shall include the date and the time that the Statement was received and the method by which the filer may view and print the data received by the City Clerk. The date of filing for a statement filed online shall be the day that it is received by the City Clerk.

H. If the electronic filing system is not capable of accepting a statement due to technical difficulties, an elected officer, candidate, or committee or other person shall timely file that statement required by Section 2.55.0lO(b) in paper format with the City Clerk, unless otherwise directed by the City Clerk.

I. The electronic filing system shall enable electronic filers to complete and submit statements or other filings free of charge.

J. The electronic filing system shall make all the data filed pursuant to Section

2.55.0lO(b) available on the City's webpage in an easily understood format that provides the greatest public access. The data shall be made available free of charge and as soon as possible after receipt. The data made available on the City's webpage shall be redacted to remove the street name and building number of the persons or entity representatives listed or any bank account number required to be disclosed by the filer.

K. The City Clerk's office shall maintain, for a period of at least 10 years commencing from the date filed, a secured, official version of each statement filed on the electronic filing system pursuant to Section 2. 91.010(b), which shall serve as the official version of that record for purpose of audits and any other legal purpose.

L. The City Clerk is authorized to adopt such administrative policies and procedures as deemed necessary by the City Clerk to implement this Chapter 2.91.

SECTION 3. SEVERABILITY. If any action, subsection, line, sentence, clause, phrase, or word of this Ordinance is for any reason held to be invalid or unconstitutional, either facially or as applied, by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance, and each and every individual section, subsection, line, sentence, clause, phrase, or word without regard to any such decision.

SECTION 4. EFFECTIVE DATE. This Ordinance shall become effective thirty (30) days after approval by the City Council.

SECTION 5. PUBLICATION. The City Clerk shall certify to the adoption of this Ordinance and shall cause the same to be published or posted according to law.

ORDINANCE NO. 2476

PASSED, APPROVED, AND ADOPTED 22nd day of May 2024.

_______________________________
Scarlet Peralta, Mayor

ATTEST:

_______________________________
Christopher Jimenez, City Clerk

APPROVED AS TO FORM:

_______________________________
Arnold M. Alvarez-Glasman, City Attorney

I HEREBY CERTIFY that the foregoing Ordinance was introduced at the regular meeting of the City Council on the 8
th day of May 2024 and was adopted by the City Council of the City of Montebello at its meeting held on the 22nd day of May 2024 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

_______________________________
Christopher Jimenez, City Clerk

ATTACHMENT B

CITY OF MONTEBELLO

PROFESSIONAL SERVICES AGREEMENT NO. 4201

WITH NETFILE

THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on May 22, 2024 (“Effective Date”), by and between the City of Montebello, a California municipal corporation ( the “CITY”) and Netfile ( the “CONSULTANT”). The CITY and the CONSULTANT are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”

RECITALS

WHEREAS, the CITY desires to retain a qualified professional CONSULTANT to provide electronic and paperless filing services of Fair Political Practices Commission (FPPC) Campaign Disclosure Statements for the CITY; and

WHEREAS, the CONSULTANT represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT

DOCUMENTS

a. The above- referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:

1. This Agreement and its Exhibits, including scope of work, fee schedules, and any and all addenda or supplemental agreements.

2. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.

b. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence list above shall apply.

SECTION 2. SERVICES / COMPENSATION.

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

b. The CONSULTANT shall provide to the CITY all labor, equipment, materials and incidental necessary to provide Netfile services as set forth fully in the proposal, as such is set forth fully in Exhibit “A” attached hereto and incorporated fully herein by this reference (hereinafter “Professional Services”).

PROFESSIONAL SERVICES AGREEMENT NO. 4201

c. The CONSULTANT shall be compensated for the performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “A” and incorporated fully herein by this reference (“Compensation”).

The CONSULTANT shall provide an itemized billing statement to the CITY each month for Professional Services performed for a total not -to-exceed $11,300. The CONSULTANT shall no incur fees or costs which exceed the Compensation without the prior written consent of the CITY.

SECTION 3. TERM.

a. This Agreement shall commence upon issuance of a written “ Notice to Proceed” (as further defined below) by the CITY and shall expire five (5) years from the Effective Date, unless terminated earlier as hereinafter provided. This Agreement may be extended for up to two ( 1), one-year extensions upon such terms and conditions mutually agreed upon by the Parties in writing.

b. Notice to Proceed. Any work or service contemplated under this Agreement shall not commence until the CITY has issued a written Notice to Proceed issued by CITY’s applicable, department head.

SECTION 4. PERFORMANCE.

a. The CONSULTANT shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein.

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

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

e. The CONSULTANT shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the CONSULTANT pursuant to this Agreement, other than documents which are exempt from disclosure pursuant to the attorney - client privilege or any other law. Said documents shall be made available for inspection by the CITY upon request.

SECTION 5. WORK PRODUCT.

a. The CONSULTANT hereby agrees that all work product produced pursuant to this Agreement and provided to the CITY during and upon completion of this Agreement, shall be the property of the CITY , and ownership of said work product shall be retained by the CITY. The CONSULTANT may take and retain copies of

PROFESSIONAL SERVICES AGREEMENT NO. 4201

such written products as desired, but no such written products shall be the subject of a copyright application by the CONSULTANT.

b. All data, documents, discussion, or other information developed or received by the CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the CONSULTANT without prior written consent by the CITY. The CITY shall grant such consent if disclosure is legally required. All such w ritten products shall be returned to the CITY upon the termination or expiration of this Agreement. The CONSULTANT agrees that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 6. EXTRA SERVICES.

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

SECTION 7. CITY SUPERVISION.

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

SECTION 8. TERMINATION.

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

a. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non- defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by the CONSULTANT which cannot be corrected within ten (10) days, said contract shall at the option of the C ITY cease and terminate upon the giving of like notice. In the event of any such termination for default by the CONSULTANT, the CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the CONSULTANT. The CONSULTANT and his sureties shall be liable to the CITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract.

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

b. Termination for Convenience. T he CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, by giving ten ( 30) business days’ written notice to the CONSULTANT. Upon the

PROFESSIONAL SERVICES AGREEMENT NO. 4201

termination of this Agreement as provided herein, the CIT Y shall provide to the CONSULTANT the part of Compensation which would otherwise be payable to the CONSULTANT for services the CONSULTANT had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the CONSULTANT shall be reimbursed for any “non - refundable” costs that the CONSULTANT has incurred for its services under this Agreement, provided that: (1) such “non - refundable” costs were incurred by the CONSULTANT prior to the date of termination, and (2) that the CONSULTANT provides the CIT Y with adequate proof that the CONSULTANT incurred the costs, and is unable to be seek a refund for such costs. Such “non- refundable” costs may include, but are not limited to, travel reservations incurred by the CONSULTANT for its performance of services under this Agreement. The CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of the CITY shall be employed by the CONSULTANT during the term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

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

SECTION 11. INDEPENDENT CONSULTANT.

a. The CONSULTANT is and shall, at all times, remain as to the CITY a wholly independent consultant. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner represent that he or she is in any manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, the CITY shall not pay salary, wages, or other compensation to the CONSULTANT for performance hereunder for the CITY, the CITY shall not be liable for compensation to the CONSULTANT, the CONSULTANT’s employees, or the CONSULTANT’s subconsultants 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. The CITY shall not deduct from the Compensation paid to the 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 the CONSULTANT. The CITY shall have no responsibility to provide the CONSULTANT, its employees or subconsultant s with workers’ compensation insurance or any other insurance.

PROFESSIONAL SERVICES AGREEMENT NO. 4201

SECTION 12. CALPERS ANNUITANTS AND ELIGIBILITY INDEMNITY.

a. If the CONSULTANT is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the CONSULTANT must provide the City with written notification of such fact a minimum of 14 calendar days prior to commencement of services under this Agreement. Failure to provide such notification may result in termination of the Agreement, and any penalties or other costs relating thereto shall be borne by the CONSULTANT. If this Agreement remains in place, the CONSULTANT shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and regulations applicable to CalPERS annuitants.

b. In the event that the CONSULTANT or any employee, agent, or subconsultant of the CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the CITY, the CONSULTANT shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of the CONSULTANT or its employees, agents, or subconsultant s, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.

c. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the CONSULTANT and any of its employees, agents, and subconsultants 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 the CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

The CONSULTANT shall 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. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this section.

SECTION 14. INDEMNIFICATION.

The CONSULTANT agrees to, and shall defend, indemnify, protect and hold harmless, the 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 which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of the CONSULTANT’s negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of the CITY.

PROFESSIONAL SERVICES AGREEMENT NO. 4201

SECTION 15. INSURANCE COVERAGE.

a. During the term of this Agreement, the CONSULTANT shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property 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) : Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products -completed operations, personal injury, and advertising injury, with limits no les s than $2 ,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.

• Automobile Liability Insurance: 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 $1,000,000 per accident for bodily injury and property damage.

• Worker's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.

• Professional Liability insurance appropriate to the CONSULTANT’S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

b. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.

c. The CONTACTOR shall require each of its subconsultant s, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

d. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a current rating of at least A:VII in the latest edition of Best's Insurance Guide.

e. Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days’ prior written notice (ten [10] days for non- payment) has been given to the CITY. The CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately terminate this Agreement for Cause ; or (ii) take out the necessary insurance and pay, at the CONSULTANT’s expense, the premium thereon.

f. Evidence of Insurance prior to commencement . The Contractor shall provide to the C ITY Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen (15) business days prior to the expiration of any policy. Unreasonable failure to provide such evidence may be

PROFESSIONAL SERVICES AGREEMENT NO. 4201

cause for termination of the Agreement as provided herein or delay the services’ commencement date. The evidence of insurance shall be U.S. mail or email to:

City of Montebello
Attn: Risk Manager
1600 West Beverly Boulevard
Montebello, CA 90640
Email: [email protected]

Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to the CITY by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.

g. Evidence of Insurance during the entire term of the Agreement . At all times during the term of this Agreement, the CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the CITY as an additional insured. The CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate(s).

h. The CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with 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.

i. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The CONSULTANT agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

j. The insurance provided by the CONSULTANT shall be primary to any coverage available to the CITY. Any insurance or self -insurance maintained by the CITY, its officers, employees, agents, or volunteers, shall be in excess of CONSULTANT’s insurance and shall not contribute with it.

k. All insurance coverage provided pursuant to this Agreement shall not prohibit the CONSULTANT, and CONSULTANT ’s employees, agents or subconsultants, from waiving the right of subrogation prior to a loss. The CONSULTANT hereby waives all rights of subrogation against the CITY.

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

PROFESSIONAL SERVICES AGREEMENT NO. 4201

m. Procurement of insurance by the CONSULTANT shall not be construed as a limitation of the CONSULTANT'S liability or as f ull performance of CONSULTANT’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

The CONSULTANT shall not subcontract, delegate, or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY.

Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-consultant, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of the CONSULTANT and shall not bind or purport to bind the CITY and shall not release the CONSULTANT from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub- consultants. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to the CONSULTANT under the Agreement.

SECTION 17. NO WAIVER.

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this 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 entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. WARRANTIES.

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

PROFESSIONAL SERVICES AGREEMENT NO. 4201

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, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and

c. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.

a. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.

b. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.

c. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.

d. The representations and warranties made by the parties to this Agreement shall survive the consummation of the transaction herein described.

e. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered.

f. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily 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.

SECTION 22. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall

PROFESSIONAL SERVICES AGREEMENT NO. 4201

be given in writing and conclusively shall be deemed served when delivered via e- mail (an “Electronic Notice” as further defined below), personally or on the second (2nd) 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 the following addresses or such other addresses as the Parties may designate by written notice:

If to CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]

With a copy to: City of Montebello – Administration
Attn: Kimberly Guillen, Senior Deputy City Clerk
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200 ext. 359
Email: [email protected]

If to Consultant: Netfile
Attn: Tom Diebert, Vice President
2707-A Aurora Rd.

Mariposa, CA 95338
(209) 742-4100
[email protected]

An electronic communication (“ Electronic Notice”) shall be deemed written notice for purposes of this section if sent to the electronic mail address specified above.

Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form.

SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.

In the performance of this Agreement, the CONSULTANT shall not discriminate against any employee, sub -consultant, 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. The CONSULTANT will take affirmative action to ensure that sub- consultant 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 24. CONFLICT OF INTEREST.

The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by the CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. The

PROFESSIONAL SERVICES AGREEMENT NO. 4201

CONSULTANT further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, the CONSULTANT shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

The CONSULTANT covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to the CITY as a result of the performance of this Agreement, or the services that may be procured by the CITY as a result of the recommendations made by the CONSULTANT. The CONSULTANT's covenant under this section shall survive the termination of this Agreement.

SECTION 25. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between the CITY and the CONSULTANT. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, t he remaini ng provisions of thi s Agreement shall be valid and binding.

[SIGNATURE PAGE TO FOLLOW]

PROFESSIONAL SERVICES AGREEMENT NO. 4201

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.

(“CITY”) (“CONSULTANT”)

CITY OF MONTEBELLO CONSULTANT NAME

Raul Alvarez, City Manager Tom Diebert, Vice President

ATTEST:

Christopher Jimenez, City Clerk

APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney

EXHIBITS:
• Exhibit A - Contractor’s Proposal
• Exhibit B – Scope of Work

EXHIBIT “A”

Contractor’s Proposal

2707‐A Aurora Ct
Mariposa, CA 95338
Phone (209) 742‐4100

SERVICE AGREEMENT
USER

INFORMATION

USER NAME
City of Montebello
USER NAME – BILL TO
SAME

ADDRESS
1600 W Beverly Blvd

ADDRESS
CITY
Montebello
STATE
CA
ZIP
90640

CITY STATE ZIP

PRIMARY CONTACT
Nelly Ochoa
PHONE #
(323) 887‐1200
AP CONTACT PO #
EMAIL
[email protected]
FAX AP EMAIL AP PHONE #
System Cost per
System
Form 700 E‐Filing & Admin System (140 filers) $3,100/year (includes multi‐system discount & conf special) Campaign E‐Filing & Admin System (all filers) $3,300/year (includes multi‐system discount & conf special) Ethics Training Add‐on (30 people) $1,400/year (includes multi‐system discount & conf special) Boards & Commissions (6 Boards & Commissions) $3,500/year (includes multi‐system & introductory discounts Total for all Systems: $11,300/year guaranteed up to 5 years System setup and start date: immediately Billing dates: Year 1 (7/1/24 – 6/30/25) NetFile to provide free service through 6/30/24 Year 2 (7/1/25 – 6/30/26) Billing is made on the 1st of July every year in Year 3 (7/1/26 – 6/30/27) advance of service year with net 30 days terms Year 4 (7/1/27 – 6/30/28) Year 5 (7/1/28 – 6/30/29)
Main Features of NetFile Systems
‐Hosted platform provided by NetFile ‐ Kiosk mode to view unredacted filings in User’s office ‐24/7/365 access for filers and public to use ‐ Unlimited support and training to User ‐Admin application to manage filers and filings ‐ E‐mail based support to filers ‐Filer application for filers to create and file filings ‐ Includes AB1234 Ethics Training & Tracking ‐Public viewing portal ‐ NetFile pays for initial FPPC Paperless application fee. ‐Automates Board/commission application process ‐ Auto creates Maddy Act Lists

AUTHORIZATION
U S E R A G R E E S T O P A Y N E T F I L E F O R S E R V I C E S I D E N T I F I E D I N ACCORDA NCE W ITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.

AGREEMENT TERM IS STARTING ON THE DATE IDENTIFIED ABOVE. YOU ACKNOWLEDGE RECEIPT AND AGREE TO THE TERMS AND CONDITIO N S OF THIS AGREEME N T AN D ACKNOWLEDGE THAT THE AGREEMENT IS NOT BINDING ON NETFILE UNTIL SIGNED BY BOTH PARTIES.

COMPANY
NetFile, Inc.

AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

PRINT NAME PRINT NAME
Tom Diebert

TITLE TITLE
Vice President

DATE DATE
4/25/2024

Service Agreement Terms and Conditions

1. This Agreement provides to User a hosted electronic filing and administration system developed and maintained by NetFile. The system permits people authorized by User to electronically file their respective FPPC forms, take their required AB1234 Ethics training, and/or apply for a Board, Commission, or Committee. The FPPC forms that are electronically filed are dependent upon which system(s) that User agrees to pay for. If the User agrees to pay for the Form 700 E‐Filing System, their filers will be able to create and electronically file FPPC Form 700 statements. If the User agrees to pay for the Campaign E‐Filing System, their filers will be able to create and electronically file their Campaign Statements. If the User agrees to pay for the AB1234 Ethics Training system, their people will be able to take their required AB1234 Ethics Training. If the User agrees to pay for the Boards, Commissions, & Committees system, the User can utilize NetFile’s automated management system for the Users Boards, Commissions, and Committees. All systems are covered by NetFile’s unlimited support and training policy. All NetFile systems come with a public viewing portal that automatically displays FPPC filings online in redacted form and if applicable view all the User’s Boards, Commissions, and Committees. The Form 700 E‐filing system meets the requirements of AB 2062 for paperless filing in CA. The Campaign E‐Filing system meets the requirements of AB2452 for paperless filing in CA. The Campaign and Form 700 systems allow for paper filed documents to be stored as an unredacted document and uploaded (when redacted by User) to view on the public portal. NetFile pays for User's initial $1,000 FPPC Form 700 application fee.

2. It is the responsibility of NetFile to securely store User data and maintain backups using industry best practices. All data created by User or User’s filers is the property of the User. All applications and their source code are the property of NetFile. It is the responsibility of NetFile to provide secure and safe system access for both User and the User’s filers using industry best practices. NetFile’s systems are guaranteed to have 99% uptime. Any planned maintenance of NetFile systems will be communicated at least a week in advance.

3. NetFile warrants and represents that it is the owner of or has acquired the rights to use (including derivative rights) the software, technology or otherwise that is required to provide all related materials and services set forth in this Service Agreement, without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on an alleged violation of such third‐party rights by NetFile.

4. NetFile further warrants that (i) the NetFile servers will be free of any Harmful Code (as defined below), and (ii) NetFile will not interfere with or disrupt User or the User’s filers use of the System. The term “Harmful Code” means any software code with the ability to damage, interfere with, or adversely affect computer programs, data files, or hardware without the consent or intent of the computer user. This definition includes, but is not limited to, self‐replacing and self‐propagating programming instructions commonly called “viruses,” “Trojan horses” and “worms.” NetFile agrees to implement reasonable procedures adequate to prevent any software, link or code provided to User hereunder from being contaminated with Harmful Code. If NetFile learns of or suspects the existence of any Harmful Code, NetFile will immediately notify User and make every effort to remove the Harmful Code.

5. NetFile shall not discriminate on the basis of race, gender, religion, national origin, ethnicity, sexual orientation, age or disability in the solicitation, selection, hiring, or treatment of subcontractors, vendors or suppliers. NetFile shall provide equal opportunity for subcontractors to participate in subcontracting opportunities. NetFile understands and agrees that violation of this clause shall be considered a material breach of the Service Agreement and may result in Service Agreement termination.

6. Subject to the limitations set forth in Section 7 below, NetFile agrees to indemnify, protect, defend, and hold harmless the User, and its employees and filers from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney’s fees in providing a defense to any claim, arising from NetFile’s negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the performance of the Services by NetFile, its agents, subcontractors and/or assigns under this Service Agreement.

7. The maximum liability to the User by NetFile and its licensors, if any, under this Service Agreement, or arising out of any claim by the User related to NetFile’s services, products, equipment or software for direct damages, whether in contract, tort or otherwise, shall be limited to the total amount of fees received during the last 12 months by NetFile from the User hereunder up to the time the cause of action giving rise to such liability occurred. In no event shall NetFile or its licensors be liable to the User for any indirect, incidental, consequential, or special damages related to the use of NetFile’s services, products, equipment or software or NetFile’s failure to perform its obligations under this agreement, even if advised of the possibility of such damages, regardless of whether NetFile or its licensors are negligent. Provided, however, that for any peril or exposure insured against under the insurance required, the limits of liability to the User by NetFile shall not be less than the amount of applicable, valid, and collectible insurance set forth in this Agreement.

8. During the term of this Service Agreement, NetFile shall purchase and maintain in full force and effect, at no cost to User insurance policies with respect to employees assigned to the performance of services under this Service Agreement with coverage amounts as follows: Commercial General Liability Insurance of $2,000,000 each occurrence, $4,000,000 general aggregate, $1,000,000 personal injury; Cyber Liability Insurance ($2,000,000), Workers’ Compensation Insurance of ($1,000,000) policy limit Illness/Injury by disease, and ($1,000,000) for each Accident/Bodily Injury.

9. NetFile and its employees, agents and representatives will not, without the prior written consent of User in each instance, use in advertising, publicity or otherwise the name of User or any affiliate of User, or any officer or employee of User, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, agreement or simulation thereof owned by User or its affiliates, nor represent, directly or indirectly, that any product or service provided by NetFile has been approved or endorsed by User, nor refer to the existence of this Service Agreement in press releases, advertising or materials distributed to prospective customers. Notwithstanding the foregoing, NetFile may acknowledge, when asked, that the User is a NetFile client.

10. Either User or NetFile may terminate this Service Agreement without cause by giving the other Party written notice (“Notice of Termination”) which clearly expresses that Party’s intent to terminate the Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days after a Party receives such notice. After either Party terminates the Agreement, NetFile shall discontinue further services as of the effective date of termination, and User shall pay NetFile for all Services satisfactorily performed up to such date. Upon termination, NetFile will provide a copy of all data created by User within 10 working days of effective termination date.

11. User accepts any and all liability resulting from the placement of documents scanned by the User that are made available on the Internet for public viewing through the services of NetFile.

In no event does NetFile accept liability created by any document scanned into the system by the User.

12. Except as otherwise indicated herein, this Agreement will commence on the start date and remain in effect throughout the Term as stated on the signature page. Upon expiration, this Agreement will automatically renew on a quarterly or annual basis unless User provides NetFile with written notice of its intent to cancel. Any extension will be billed in the same manner as set forth herein.

13. This Agreement shall be governed in accordance with the laws of the State of California, and the Parties submit to the jurisdiction of said state. This Agreement contains the entire agreement and understanding of the parties with respect to Service, Maintenance and Support. There are no representations, inducements, promises or agreements, oral or otherwise, not embodied herein or also embodied in any attached agreement. Any and all prior discussions, negotiations, commitments and understandings relating to Service, Maintenance or Support are merged herein.

EXHIBIT “B”

Scope of Work

Scope Description

The scope of this project consists of replacing the City of Montebello’s current paper -based systems for Campaign Disclosure Filings, Statement of Economic Interests Form 700 filings , and Boards, Commissions, and Committees application process . In addition, this project will automate the AB1234 Ethics Training for its people who are required to take the training course. The NetFile hosted system has 3 main applications (Public viewing portal, admin, and filer ) and covers all Campaign Disclosure filers, 140 Form 700 filers, 6 Boards, Commissions, and Committees and all their members, and 30 people who are required to take AB1234 Ethics training. All systems include unlimited training, support, and maintenance at no additional cost.

Scope Definition

The following scope of the project includes:

Campaign System Project Management
Initial Project Planning – 1 day
• Send over onboarding detailed information via e- mail

System Setup

• NetFile to send City ordinance and justification from another City – 1 day • City to create campaign ordinance to allow for electronic filing of campaign statements – depends on when City can get ordinance set for City Council approval (usually 30 to 60 days) • City to provide pdfs of all campaign filings for the last 2 years – depends on City (usually 1 week) • NetFile to upload above filings into admin system – 1 week • City to provide NetFile City letterhead – 1 day

Admin Training – initial (3 hours approx.) plus unlimited refresher training

• Adding filers
• Explain the system process for apply group deadlines to filers • Explain how filers tied to elections get displayed on the public portal • Detailed training in Communications (Comms) platform
• Explain how filers link to the admin system through the free filer application

Individual Filer Training – approximately 1 hour

• Filers using the free campaign filing system can request filer application training • This is optional for the filer
• Filer requests the training at the filer login screen • NetFile schedules an individual training session with filer via Teams or Zoom

Public Portal Set Up -1 week

Support:

• Monday to Friday during normal business hours from 9:00AM to 5:00PM PST. • Immediate (Admin only telephone based) and/or ticketed e- mail based support • Admin only telephone support response time: immediate during normal business hours

• E-mail based support response time for admin: within 1 working day • E-mailed based filer support time: immediate e -mail response sent indicating up to 3 working day response time AND telling filer how to request immediate help

SEI Form 700 System Project Management
Initial Project Planning – 1 day
• Send over onboarding detailed information via e-mail

System Setup

• NetFile to send City upload template to populate filers into the admin system – 1 day • City to fill out and send back upload template to NetFile – depends on City (usually 1 week) • NetFile to upload filers into system – 3 days
• NetFile to send City FPPC application to apply for electronic filing of the Form 700 – 1 day • City to send NetFile their conflict of interest code – depends on City (usually 1 week) • City to e-mail FPPC application to FPPC and cc NetFile on – depends on City (usually 1 week) • NetFile to Fedex $1,000 check to FPPC to pay for initial application fee – 1 day from above

Admin Training – initial (2 hours approx.) plus unlimited refresher training

• Adding filers/assuming office deadlines/leaving office deadlines • Explain the system process for apply group deadlines to filers • Detailed training in Communications (Comms) platform
• Explain how filers link to the admin system through the free filer application

Filer Training – not required

• City can request Zoom or Team based group filer training at no additional cost • NetFile system does not require a filer to be trained to navigate system • NetFile has built in filer tutorials that change on every screen of the system

Public Portal Set Up -1 week

Support:

• Monday to Friday during normal business hours from 9:00AM to 5:00PM PST. • Immediate (Admin only telephone based) and/or ticketed e- mail based support • Admin only telephone support response time: immediate during normal business hours • E-mail based support response time for admin: within 1 working day • E-mailed based filer support time: immediate e -mail response sent indicating up to 3 working day response time AND telling filer how to request immediate help

AB1234 Ethics Training System Project Management
Initial Project Planning – 1 day
• Send over onboarding detailed information via e- mail

System Setup

• City to send list of people who need to take training along with their last certificate training date – depends on City (usually 1 week)

• NetFile to add filer info into system – 3 days
•
Admin Training – initial (30 minutes) plus unlimited refresher training

• Adding person’s assuming office Ethics deadlines
• Detailed training in Communications (Comms) platform
• Explain how filers link to the admin system through the free filer application

Filer Training – not required

• City can request Zoom or Team based group filer training at no additional cost • NetFile system does not require a filer to be trained to navigate system • NetFile has built in onscreen documentation to assist person taking the training

Public Portal Set Up -1 week

Support:

• Monday to Friday during normal business hours from 9:00AM to 5:00PM PST. • Immediate (Admin only telephone based) and/or ticketed e- mail based support • Admin only telephone support response time: immediate during normal business hours • E-mail based support response time for admin: within 1 working day • E-mailed based filer support time: immediate e -mail response sent indicating up to 3 working day response time AND telling filer how to request immediate help

Boards, Commissions, Commitees System Project Management

Project Management – 1 day

• Initial Planning Meeting

Review project requirements and timeline.

• Onboarding Worksheet (to be completed by customer prior to initial planning meeting or during initial meeting)

The worksheet includes board information, such as SEI requirements, terms, term limits (what constitutes a full term. e.g. 75% or more), Oaths of Office requirements, etc.

Onboard Test Data – 1 day

Training - 1 day

Training on the use of the BAC system, including administration and public sites. Supporting documents will be provided prior to the day of the training, which will include BAC User Guide and Test Plan.

Test System - TBD

The customer can decide how long they would like to work in the test system prior to going live.

Onboarding Live Data - 1 day (current board data)

The customer is required to sign off on data prior to going live.

Application Creation – 1 day

Public Portal Set Up – Immediate once live

Contingency

Additional project time to account for unforeseen tasks or time necessary to complete in scope requirements.

Support:

• Monday to Friday during normal business hours from 9:00AM to 5:00PM PST. • Immediate (Admin only telephone based) and/or ticketed e- mail based support • Admin only telephone support response time: immediate during normal business hours • E-mail based support response time for admin: within 1 working day • E-mailed based filer support time: immediate e -mail response sent indicating up to 3 working day response time AND telling filer how to request immediate help

ITEM # 18

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: John Soria, Acting Director

SUBJECT: APPROVE AMENDMENT NO. 1 TO AGREEMENT NO. 3848 WITH ADS

ON THE MOVE, LLC TO PROVIDE TURNKEY ADVERTISING

SERVICES FOR THE MONTEBELLO BUS LINES ADVERTISING

PROGRAM

DATE: May 8, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Approve Amendment No. 1 to Agreement No. 3848 with Ads On The Move, LLC, a subsidiary corporation under Media Management Consultant Services, for an additional one-year (1) term, to provide the City of Montebello with turnkey advertising services for Montebello Bus Lines’ (MBL) advertising program; and

2. Authorize the City Manager and/or his designee to execute Amendment No. 1 on behalf of the City; and

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

FISCAL IMPACT:

The Minimum Annual Guarantee (MAG) is the City’s guaranteed payment based on the projected annual advertising revenue and the revenue percentage breakdown of advertising revenue to be received by Ads On The Move and the City in accordance with Agreement No. 3848. Ads On The Move estimates that all advertising campaigns will generate $90,000 to $110,000 in annual revenue during the 1-year term. The MAG guarantees the City a favorable amount of revenue if the realized advertising revenue is low; whereby the City will receive 55% of the MAG amount for the year.

The recommended action does not require a budget amendment. The Fiscal Year 2024- 25 budget will be developed to incorporate the shared revenue and associated expenses

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

per Agreement No. 3848 with Ads On The Move.

BACKGROUND/DISCUSSION:

The City operates MBL with a fleet of 66 buses to provide transportation services to residents of Montebello and the surrounding communities of Alhambra, Bell Gardens, Boyle Heights, Commerce, Downtown Los Angeles, East Los Angeles, La Mirada, Monterey Park, Pico Rivera, Rosemead, San Marino, South Gate, and Whittier. On January 11, 2021, the City entered into Agreement No. 3848 (Attachment A) with Ads On The Move, to assist the City manage the sale, placement, removal, and disposal of all advertising products on City owned and operated assets. The initial term of the Agreement was for three (3) years (ending January 10, 2024), with the option to exercise up to two (2), 1-year term extensions.

Ads On The Move has provided the City with exceptional service performance through a turnkey system that maintains visual eye-catching advertisements on MBLs fleet of 66 buses. Over the past three years, Ads On The Move has generated an average annual revenue of over $80,000 for the City, by providing an advertising resource to local retail stores, schools, and businesses; bringing awareness of products and services being offered within our communities. To avoid service disruptions, Ads On The Move has continued providing advertising services since January in accordance with the existing terms of Agreement No. 3848.

It is recommended that the City Council consider approving Amendment No. 1 to Agreement No. 3848 (Attachment B), for an additional 1-year term to formalize both parties’ rights. Amendment No. 1 will exercise the option to extend the agreement for an additional 1-year term, from January 11, 2024, to January 10, 2025, and ensure the continuity of service for MBLs advertising program.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff recommends the City Council approve Amendment No. 1 to Agreement No. 3848 with Ads On The Move, attached hereto in substantial form, for an additional 1-year term, to provide the City with turnkey advertising services for MBL's advertising program; authorize the City Manager and/or his designee to execute Amendment No. 1 on behalf of the City; and take such additional, related, action that may be desirable.

ATTACHMENT(S)

1. Attachment A – Agreement No. 3848 with Ads On The Move

2. Attachment B – Proposed Amendment No. 1 to Agreement No. 3848

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

NEXT STEPS:

N/A

ATTACHMENT A

ATTACHMENT B

CITY OF MONTEBELLO
AMENDMENT NO. 1
TO AGREEMENT NO. 3848
WITH ADS ON THE MOVE, LLC.

This Amendment No. 1 to Agreement No. 3848 ("Amendment No. 1") is made and entered into as of the 8 th day of May, 2024 (“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 Ads On The Move, LLC, Inc., a subsidiary corporation under Media Management Consultant Services, a duly organized and existing under the law of the State of California, ("Consultant"). City and Consultant are sometimes hereinafter referred to collectively as the "Parties

RECITALS
WHEREAS, City and Consultant are Parties to that certain Agreement No. 3848 to assist the City in managing the sales, placement, safe removal and disposal of all advertising products on City owned and operated assets with an “Effective Date” of January 11, 2021 ("Agreement"), pursuant to which City contracted with Consultant to provide services as defined in the Agreement; and
WHEREAS, Section 24 ("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, desire to amend the Agreement to extend the consulting services for one (1) additional year on the same conditions set forth in the Agreement and as otherwise provided herein.

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:

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 Agreement from January 11, 2024, to

AMENDMENT NO. 1 TO AGREEMENT NO. 3848

January 10, 2025; unless such time if further extended in writing by a subsequent amendment and executed by both Parties.

SECTION 3: INCORPORATION OF REMAINING TERMS. Other than 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.

IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to Agreement No. 3848 to assist the City in managing the sales, placement, safe removal and disposal of all advertising products on City owned and operated assets as of the day and year first above written.
(the “CITY”)
CITY OF MONTEBELLO, a California
municipal corporation
By: _____________________________
Raul Alvarez, City Manager
(the “CONSULTANT”)

ADS ON THE MOVE, LLC
By: _________________________
Jose Luis Padilla, CEO
ATTEST:

By: _____________________________
Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

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

ITEM # 19

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: John Soria, Acting Director

SUBJECT: APPROVE INCREASING THE NOT-TO-EXCEED AMOUNT OF THE

BLANKET PURCHASE ORDERS WITH WAYNE ELECTRIC COMPANY
AND RUSH TRUCK CENTERS OF CALIFORNIA, INC. TO PURCHASE

VARIOUS BUS PARTS/EQUIPMENT

DATE: May 8, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Approve a change order to increase the total not-to-exceed amount, from $49,000 to $59,000, for a blanket purchase order established with Wayne Electric Company (Wayne Electric) to purchase maintenance-related bus parts, for Fiscal Year 2023-24; and

2. Approve a change order to increase the total not-to-exceed-amount, from $49,500 to $59,500, for a blanket established with Rush Truck Centers of California, Inc. (Rush Trucking), to purchase maintenance-related bus parts, for FY 2023-24; and

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

FISCAL IMPACT:

Adequate funds for both blanket purchase orders and the requested increases are included in the FY 2023-24 Transit Budget: Transit Corporate Shop – Vehicle Maintenance/Expenses Bus Parts, Account No. 600-90-915-6080.50. Therefore, a budget amended is not required as part of the recommended actions. Table 1 below outlines the fiscal impacts of the recommended actions:

Table 1: Fiscal Impacts

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

BACKGROUND/DISCUSSION:

The City of Montebello operates Montebello Bus Lines (MBL) with a fleet of sixty-six (66) buses that require regular maintenance to ensure superior transportation service is provided to the City and surrounding communities. MBL utilizes suppliers to provide a wide variety of replacement parts that are essential for enabling prompt repairs and maintenance to uphold the fleet’s performance. The most efficient and cost-effective way to purchase replacement bus parts is to establish a blanket PO with the primary companies that supply the maintenance-related bus parts. The items purchased include, but are not limited to:

• Wayne Electric: alternators, air conditioning compressors and toggle switches. • Rush Trucking: HVAC parts, engine and emission parts, engine cooling parts and transmissions.

To streamline the procurement of replacement bus parts in the most efficient and cost- effective manner, the City adheres to the Montebello Municipal Code (MMC), Section

3.20.090, which mandates staff to conduct an informal bid process, soliciting a minimum of three bids for supplies and equipment purchases under fifty thousand dollars ($50,000). In FY 2023-24, staff executed this process to establish blanket POs with Wayne Electric (Attachment A) and with Rush Trucking (Attachment B).

These POs were established for a total not-to-exceed amount of $49,000 and $49,500, respectively. Although both blanket POs have been utilized, there remains a continuing need for additional parts, justifying an increase in the respective amounts to provide sufficient funding for the remainder of FY 2023-24. Table 2 illustrates the amount expended, the remaining balance, and the anticipated expenditures for the remainder of the fiscal year:

Table 2: Expenditures and Anticipated Funds

Section 3.20 et seq., of the MMC requires City Council approval for purchases of $50,000 or greater from a single vendor. The change order to increase the amounts for both

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

blanket POs established with Wayne Electric and Rush Trucking will bring the citywide total above this approval threshold and thus, requires City Council approval.

ENVIRONMENTAL:

N/A

ANALYSIS:

N/A

SUMMARY:

Staff recommends that the City Council approve a change order to increase the total not- to-exceed amount, from $49,000 to $59,000, for a blanket purchase order established with Wayne Electric, to purchase maintenance-related bus parts; approve a change order to increase the total-not-to-exceed amount, from $49,500 to $59,500, for a blanket PO established with Rush Trucking, to purchase maintenance-related bus parts; and direct staff to take such additional, related action that may be desirable. A budget amendment is not necessary since sufficient funding exists in the Transit Corporate Shop, Account No. 600-90-915-6080.50.

ATTACHMENT(S)

1. Attachment A – Wayne Electric Company – Cover Letter

2. Attachment B – Rush Truck Centers of California, Inc. – Cover Letter

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ATTACHMENT A

ATTACHMENT B

ITEM # 20

CITY OF MONTEBELLO

CITY COUNCIL AGENDA STAFF REPORT

TO: Honorable Mayor and City Council Members

FROM: Raul Alvarez, City Manager

BY: John Soria, Acting Director

SUBJECT: APPROVE PROFESSIONAL SERVICES AGREEMENT, NO. 4191, WITH "72 HOUR, LLC" (DBA NATIONAL AUTO FLEET GROUP) TO

PURCHASE TWO TRANSPORTATION DEPARTMENT SUPPORT

VEHICLES

DATE: May 8, 2024

RECOMMENDATION(S):

It is recommended that the City Council:

1. Approve Professional Services Agreement, No. 4191 with "72 Hour LLC" (dba National Auto Fleet Group), for a total not-to-exceed amount of two hundred forty- eight thousand, four hundred and ninety-two dollar ($248,492), to purchase two (2), Transportation Department – Corporate Shop support vehicles; and

2. Authorize the City Manager and/or their designee to approve change orders for up to ten percent (10%) of the total agreement amount; and

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

FISCAL IMPACT:

The support vehicles will be purchased utilizing Federal Transit Administration (FTA) grant funds (CA-90-Z085 and CA-2017-149-00), Fiscal Year 2023/2024 Senate Bill 1/State Transit Assistance (SB1/STA) funds, and the Transportation Department’s Fiscal Year 2023-24 adopted operating budget: Corporate Shops – Vehicle Purchases, Account No. 600-90-915-6082. The total purchase costs will be split across the identified funding sources for a total not-to-exceed amount of $248,492, and an option to include up to an additional 10% contingency or $24,849. If the conditions triggering the payment of the 10% contingency occur pursuant to the agreement terms, the maximum compensation for the project total will not exceed two hundred seventy-three thousand, three hundred and forty-one dollars ($273,341). Staff confirmed that sufficient balances exist in each

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

account, and therefore no budget amendment is needed to purchase the recommended vehicles.

The funding sources, account numbers, and corresponding amounts to be utilized from each funding source are as follows:

A summary of the total project costs, including the vehicle purchase, contingency allotment, contract deliverables, and taxes are as follows:

Chevrolet Blazer EV – Support Vehicle

Ford F-750 CNG – Heavy Duty Truck

Maximum Compensation with Contingency Amount

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

BACKGROUND/DISCUSSION:

The City of Montebello – Transportation Department intends to purchase a Chevrolet Blazer electric vehicle and a Ford F-750 CNG heavy-duty truck to replace aging support vehicles that are no longer suitable for their original purpose. These new vehicles will continue to play a crucial role in providing logistical assistance, transporting equipment, and supporting the Transportation Department’s day-to-day operations. Furthermore, during times of emergencies, both vehicles will function as a rapid response unit, equipped with essential tools and resources to provide immediate assistance. This capability helps mitigate the impact of transportation crises on the community when needed. The support vehicles’ versatility allows for quick deployment to transit related incident sites and improves the coordination and efficiency of emergency response efforts.

In addition, the Ford F-750 heavy-duty truck has a Gross Combined Weight Rating (GCWR) of 37,000 lbs. and can easily transport heavy equipment and supplies between areas during emergencies, further enhancing the city's ability to respond promptly and effectively to critical situations. Staff conducted a thorough analysis of both vehicles, identifying the Chevrolet Blazer and Ford F-750 as suitable and comparable units to meet the Transportation Department’s operational needs.

ENVIRONMENTAL:

N/A

ANALYSIS:

The support vehicles will be purchased through a procurement process outlined in Montebello Municipal Code (“MMC”) Section 3.20.125 – “Piggybacking Purchasing Agreement,” as authorized under California Government Code section 54202 and is FTA approved. In accordance with MMC 3.20.125(A), the City will enter into Agreement No. 4191 with National Auto Fleet Group (Attachment A) using the base pricing and terms established in the SourceWell (Formerly Known as NJPA) Contract, No. 091521-NAF, which expires on November 8, 2025 (Attachment B).

Sourcewell operates as a service cooperative and acts as a national municipal contracting agency which establishes and provides nationally leveraged and competitively solicited purchasing contracts that can be utilized by member agencies such as the City of Montebello. In July 2021, Sourcewell issued a Request for Proposals (RFP) for Automobiles, SUVs, Vans, and Trucks with Related Equipment and Accessories. Thirteen submissions were received and evaluated by the Sourcewell selection committee. Submissions were scored on a weighted scale of eight different criteria, with pricing being the most heavily weighted. National Auto Fleet Group earned the highest score out of the thirteen respondents with 878 points out of a possible 1,000 and was awarded a contract through November 2025. National Auto Fleet Group agreed to extend the contract prices, terms, and conditions under the Sourcewell Contract, No. 091521-NAF, to the city for the proposed purchase of the Chevrolet Blazer EV for $62,930 and the Ford F-750 for $185,562 (see Attachment C).

CITY COUNCIL AGENDA REPORT - MEETING OF MAY 8, 2024

SUMMARY:

Staff recommends that the City Council approve Agreement No. 4191 (attached hereto in substantial form), with National Auto Fleet Group to purchase two (2) support vehicles (Chevrolet Blazer electric vehicle and Ford F-750 CNG heavy-duty truck) using the base pricing and terms established in Sourcewell Contract, No. 091521-NAFV, for a total not- to-exceed amount of two hundred forty-eight thousand, four hundred and ninety-two dollar ($248,492); authorize the City Manager and/or their designee to approve change orders for up to 10% of the total agreement not-to-exceed amount of twenty-four thousand, eight hundred and forty-nine dollars ($24,849) if the contingency conditions outlined in the agreement occur; and direct staff to take such additional, and related, action that may be desirable. Sufficient budget exists in each of the accounts to be used for this purchase, therefore no budget amendment is needed.

ATTACHMENT(S)

1. Attachment A – Proposed Agreement No. 4191 with National Auto Fleet Group

2. Attachment B – National Auto Fleet Contract 091521-NAF

3. Attachment C – National Auto Fleet Group Proposal and Cost Sheet

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ATTACHMENT A

CITY OF MONTEBELLO
PURCHASE AGREEMENT NO. 4191
WITH 72 HOUR LLC dba: NATIONAL AUTO FLEET GROUP.

THIS PURCHASE AGREEMENT (“Agreement”) entered into on May 8, 2024, by and between the CITY OF MONTEBELLO, a California municipal corporation (hereinafter “CITY”), and 72 HOUR LLC dba: NATIONAL AUTO FLEET GROUP (hereinafter “SELLER”) (collectively referred to herein as the “Parties” and individually as the “Party”), is made with reference to the following:

RECITALS
WHEREAS, CITY desires to “piggyback” on an existing contract, as amended, between SELLER and SOURCEWELL, pursuant to SOURCEWELL Contract No. 091521-NAF “Procurement of Automobiles, SUVs, Vans, and Light Trucks with related equipment and accessories, and executed on November 4, 2021 (hereinafter “Sourcewell Contract No. 091521- NAF”); and
WHEREAS, CITY seeks to procure from SELLER, and SELLER seeks to acquire and deliver to CITY one, (1) new 2025 F-750 CNG Regular Cab Base (F7A) (hereinafter the “Truck ”) and one (1) new 2024 Chevrolet Blazer EV (1MC26) eAWD 4dr 2LT (hereinafter the “SUV”) for the Montebello Bus Lines (hereinafter “MBL”) through the Sourcewell Contract No. 091521 - NAF; and
WHEREAS, SELLER represents to CITY that it is fully qualified to provide the above- described services, that it is a validly existing corporation, formed and in good standing under the laws of the State of California and legally authorized to conduct the business in which it is currently engaged, and SELLER further represents it has the background, knowledge, experience and expertise necessary to provide CITY the Truck and SUV contemplated under this Agreement; and
WHEREAS, SELLER represents to CITY that is in full compliance with the federal procurement requirements and has provided all required certifications as dictated by the Federal Transit Administration (FTA); and
WHEREAS, the parties have negotiated upon the terms pursuant to which SELLER will provide such services and have herein reduced such terms to writing.

NOW, THEREFORE, in consideration of the mutual covenant and conditions contained herein, CITY and SELLER agree as follows:

1. INCORPORATION OF RECITALS AND EXHIBITS
The above “Recitals” constitute a material part hereof, and shall hereby be incorporated by reference as though fully set forth herein. Moreover, this Agreement consists of the following documents, in order of precedence, all of which as hereby referenced are incorporated herein and made part of this Agreement, and shall be the entire Agreement between the Parties:

PURCHASE AGREEMENT NO. 4191

a. This Agreement, including any and all addenda or supplemental agreements. b. SELLER’S Price Summary and Detail, modified specific to the Truck to be purchase by CITY (Exhibit A).
c. Federal Requirements (Exhibit B).
d. Sourcewell Contract No. 91521-NAF, as amended including all of the Contract Documents and Technical Specifications (hereinafter, the “Sourcewell Contract”) (Exhibit C). e. All other documents, including but not limited to all required bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.

In the event of a conflict with the terms outlined in the Sourcewell Contract, this Agreement and the above-referenced Exhibits, in order of precedence, shall prevail.

2. SCOPE OF WORK

2.1. 2025 F-750 CNG Regular Cab Base (F7A) and 2024 Chevrolet Blazer EV (1MC26) eAWD 4dr 2LT. SELLER shall acquire and deliver one (1), new, 2025 F-750 CNG Regular Cab Base (F7A) and one (1) new 2024 Chevrolet Blazer EV (1MC26) eAWD 4dr 2LT as specifically described in this Agreement, and in accordance with the specifications and other project documents contained in the Sourcewell Contract No. 091521-NAF (Exhibit C). In case of any conflict between the terms of these documents, the terms of this Agreement and the “National Auto Fleet Group’s Price Summary and Detail,” Exhibits A and B, shall control and prevail over Sourcewell Contract No. 091521-NAF (Exhibit C) and other exhibits.

2.2. All New Materials and Parts. SELLER shall utilize and incorporate all new material and parts into each of the equipment purchased pursuant to this Agreement.

2.3. Workmanship. SELLER covenants with CITY to furnish its best skill, judgment and efforts and to cooperate with CITY and any other consultants or contractors engaged by CITY in providing the Truck and SUV. SELLER covenants to use its best efforts to perform its duties and obligation under this Agreement in an efficient, expeditious and economical manner, consistent with the best interests of CITY. Workmanship throughout the performance of this Agreement shall conform to the highest standard of commercially accepted practice of work.

3. COMPENSATION

3.1. Total Maximum Compensation. As compensation for the Truck and SUV, equipment, goods and services set forth in this Agreement (referred herein as the “Scope of Work” or “Work”), CITY shall pay and SELLER agrees to accept, the prices set forth in the “SELLER’S Price Summary and Detail,” Exhibits A and B. The total amount of the compensation to be paid hereunder for the satisfactory accomplishment and completion of all the Work set forth in this Agreement shall not exceed the following sums, unless agreed upon otherwise by both CITY and SELLER in writing:

PURCHASE AGREEMENT NO. 4191

a. Total cost for one (1) Truck and one (1) SUV (including warranty, and delivery) shall not exceed Two Hundred Forty-Eight Thousand, Four Hundred and Ninety-Two Dollars ($248,492).

3.2. Contingency Funding. SELLER acknowledges and understands that CITY has reserved contingency funds to be awarded to SELLER in addition to the Compensation defined above if and only if all of the following conditions are met:
a. SELLER using its best and experienced judgement determines that CITY requires additional parts, body panels, doors, supplies, tools and fixtures not included in Exhibit A; and
b. SELLER submits in writing to CITY work specifications and projected costs associated with extra parts, body panels, doors, supplies, tools and fixtures; and c. CITY has an opportunity to review, comment, and request revisions and/or recommendations to such parts, supplies, and fixtures; and d. CITY approves the purchase of such parts, supplies, and fixtures and both Parties execute a binding “First Amendment” to this Agreement for the purpose of awarding SELLER additional funding form CITY’s approved Contingency Amount in an additional amount of up to, and including Twenty Four Thousand, Eight Hundred and Forty-Nine Dollars ($24,849); and
e. SELLER receives a written Notice to Proceed from CITY specifically for the requested parts, supplies, and fixtures.

3.3. Payment to SELLER. CITY shall pay and SELLER shall accept the amounts set forth in the “SELLER’S Price Summary and Detail,” Exhibits A and B, as full compensation for all costs and expenses of completing all Work set forth in this Agreement, including but not limited to all labor and material required, overhead, expenses, storage and shipping, risks and obligations, taxes (as applicable), fees and profit, and any unforeseen costs.

3.3.1 Delivery and Acceptance. For purposes of this Agreement, the terms “delivery” and “acceptance” (whether used in upper case or lower case) shall be defined as follows:

1.Delivery. SELLER will deliver the SUV and title by August 31, 2024, and Truck and title to CITY by May 31, 2025, at 400 South Taylor Avenue, Montebello, California, 90640, using any applicable/standard towing delivery method.

2.Acceptance
a.Reasonable Time for Inspection. CITY shall have a reasonable time to inspect the SUV and Truck before acceptance.
b.Acceptance in Writing. CITY's acceptance shall be valid only when it is communicated to SELLER in a signed writing.

3.3.2 All payments shall be made as provided herein, less any additional moneys

PURCHASE AGREEMENT NO. 4191

withheld as provided by Section 3.4 below. CITY shall make payments for the Truck and SUV in the following amounts:
a. With regard to the one (1) Truck and one (1) SUV: One hundred percent (100%) of the unit price(s) upon the delivery and acceptance of the Truck to MLB’s facility at 400 South Taylor Avenue, Montebello, California, 90640 and within thirty (30) calendar days of receipt of a proper invoice, provided that the CITY has the complete and full funding for this procurement as of that date.

3.4. Conditional Acceptance. In the event that the Truck and SUV does not meet all requirements and/or specifications for acceptance, CITY may, at its exclusive option, “conditionally accept” the Truck and SUV, and place it into service pending receipt of SELLER furnished materials and/or labor necessary to effectuate corrective action for acceptance of the Truck and SUV. For any conditionally accepted Truck and SUV, the payment shall be reduced by an “amount to be withheld” paid upon corrective action by SELLER. For the purposes of this Agreement, the “amount to be withheld” shall be equal to the estimated cost for parts and labor for the corrective action.

3.5. Spare Parts and/or Equipment. CITY shall make payments for spare parts and/or equipment at the unit prices itemized in the price proposal within thirty (30) calendar days after the delivery and acceptance of said spare parts and/or equipment and receipt of a proper invoice.

3.6. Final Payment. CITY shall make its final payment(s) of the total Agreement price(s) plus any moneys withheld, as described in subsections 3.3 and 3.4, above, upon receipt of a final proper invoice and the following:
a. Delivery and acceptance of all deliverables, including manuals and other documentation required by this Agreement, excluding training.
b. Rectification of any deficiencies found during the acceptance of the Truck and/or SUV. c. Provision of any certifications as required by law and/or regulations. d. Completion of post-delivery audits required under the Agreement.

4. DELIVERY AND ACCEPTANCE SCHEDULE
SELLER shall deliver and ensure acceptance of the Truck and SUV no later than the dates set forth in the following schedule:

ITEM COMPLETION DATE
Delivery of one (1) new 2024 Chevrolet Blazer
EV (1MC26) eAWD 4dr 2LT
August 31, 2024
Delivery of one (1) new 2025 F-750 CNG
Regular Cab Base (F7A)
May 31, 2025
CITY Acceptance Ten (10) days after Delivery of Truck and SUV to CITY and memorialized in a signed writing
All of the goods, equipment and services shall be furnished and delivered to the MLB facility described in Section 3.3 above, in first class condition, complete and ready for service by the

PURCHASE AGREEMENT NO. 4191

Montebello Transportation Department and MBL. SELLER shall assume all costs and responsibility for delivery.

4.1. Intentionally blank.

4.2. Unavoidable Delay. If SELLER is delayed at any time during the progress of the Work by the neglect or failure of CITY or by a cause described below, then the time for completion and/or affected delivery date(s) shall be extended by CITY subject to the following conditions:
a. The cause of the delay arises after the notice of award and neither was nor could have been anticipated by SELLER by reasonable investigation before such award; including acts of God, strikes, riots, of from other similar “force majeure” causes or events beyond SELLER’s control
b. SELLER demonstrates that the completion of the Work and/or affected delivery(s) will be actually and necessarily delayed;
c. The effect of such cause cannot be avoided or mitigated by the exercise of all reasonable precautions, efforts and measures whether before or after the occurrence of the cause of delay; and
d. SELLER makes written request and provides other information to CITY as described in “Notification of Contractor Delay”.

A delay meeting all the conditions of this Section shall be deemed an excusable delay. Any concurrent delay, which does not constitute an excusable delay, shall not be the sole basis for denying a request hereunder.

CITY reserves the right to rescind or shorten any extension previously granted, if subsequently CITY determines, that any information provided by SELLER in support of a request for an extension of time was erroneous; provided however, that such information or facts, if known, would have resulted in a denial of the request for an excusable delay. Notwithstanding the above, CITY shall not rescind or shorten any extension previously granted if SELLER acted in reliance upon the granting of such extension and such extension was based on information which, although later found to have been erroneous, was submitted in good faith by SELLER.

4.3. Notification of Contractor Delay. Notwithstanding “Unavoidable Delay” (Section

4.2 above), no extension or adjustment of time shall be granted unless: (1) written notice of the delay is filed with CITY within fourteen (14) calendar days after the commencement of the delay; and (2) a written application therefore, stating in reasonable detail the causes, the effect to date, and the probably future effect on the performance of SELLER under the Agreement, and the portion or portions of the Work affected is filed by SELLER with CITY within thirty (30) calendar days after the commencement of the delay. No such extension or adjustment shall be deemed a waiver of the rights of either party under this Agreement. CITY shall make its determination within thirty (30) calendar days after receipt of the application.

PURCHASE AGREEMENT NO. 4191

5. WARRANTY
As set forth in Sourcewell Contract, SELLER hereby warrants and guarantees to CITY that all of the goods and equipment of the Truck and SUV contemplated in this Agreement shall be free from defects in material and workmanship for the periods specified in Exhibit C with respect to the entire Truck and SUV, subsystems and/or components.

6. NONDISCRIMINATION
In the performance of this Agreement, SELLER represents and agrees that SELLER, its affiliates, subsidiaries, or holding companies do not and will not discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, creed, color, religion, national origin, ancestry, sex, marital status, age, sexual orientation, handicap, or disability, in accordance with the requirements of state and federal. Such discrimination shall include, but not be limited to, the following: employment, upgrading, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

7. SUBCONTRACTORS
SELLER shall not subcontract any portion of the services to be performed under this Agreement without the prior written consent of CITY, which may be withheld for any reason or for no reason.

Subcontracts, if any, shall contain a provision making them subject to all provisions in this Agreement. No person or firm whose name is included in the U.S. Comptroller General’s Consolidated List of Persons or Firms Currently Debarred for Violation of Various Public Contracts Incorporating Labor Standards Provisions shall be eligible to subcontract on any portion of this Agreement.

8. PROHIBITION AGAINST TRANSFERS
SELLER shall not assign, sublease, or transfer this Agreement or any interest or obligations herein directly or indirectly, by operation of law or otherwise during the term of this Agreement or during the operation of any of the warranties set forth in Section 5 without the prior written consent of CITY. As a condition to any assignment or transfer, any prospective assignee or transferee shall also assume the obligations to CITY pursuant to this Agreement, including the warranties set forth in Section 5. Any attempt to assign, sublease, or transfer this Agreement without prior written consent of CITY shall be null and void, and any assignee, sublessee, or transferee shall acquire no right or interest by reason of such attempted assignment, or transfer.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SELLER, or of the interest of any general partner or joint venturer or syndicate member or covenant, if SELLER is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of SELLER, shall be construed as an assignment of this Agreement.

For purposes of this Agreement, “control” means the ownership fifty percent (50%) or more of the voting power of the corporation.

9. NOTICES
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

PURCHASE AGREEMENT NO. 4191

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 the following addresses or such other addresses as the Parties may designate by written notice:

If to CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 West Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
With a copy to: City of Montebello – Montebello Bus Lines Attn: John Soria, Acting Director of Transportation
400 South Taylor Avenue
Montebello, CA 90640
(323) 558 -1625 x 1315
(323) 887- 4643 (Fax)
[email protected]
If to SELLER: 72 HOUR LLC dba: NATIONAL AUTO FLEET GROUP Attn: Yesenia Covarrubias, Government Fleet Manager
1601 W. Main Street
Alhambra, CA 91801
(626) 457-5590
[email protected]

10. INDEMNIFICATION

10.1. Indemnification for Acts or Omissions of SELLER. SELLER shall defend, indemnify, and hold harmless CITY, its elected and appointed officials, boards and commissions, officers, agents and employees (collectively hereinafter the “CITY”) against any or all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, reasonable attorneys’ fees, costs and expenses, which may accrue against the CITY arising out of, or resulting from the acts or omissions of SELLER or its officers, agents, employees, subcontractors or subconsultants, or related corporations attributable to its performance under this Agreement.

10.2. Indemnification for Claims Brought By Subconsultants of SELLER. In addition to Subsection 10.1, SELLER shall defend, indemnify, and hold harmless the CITY, from and against any and all proven third party damages, including reasonable attorneys’ fees occurring or resulting to any and all persons, firms, or corporations employed or contracted by SELLER or its subcontractors or subconsultants in connection with its performance under this Agreement.

11. INSURANCE
During the Term of this Agreement, SELLER shall carry, maintain, and keep in full force and effect all of the following minimum scope of insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with SELLER’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 Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including premise-operations, products-completed operations, broad form property damage,

PURCHASE AGREEMENT NO. 4191

blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury, with limits no less than Two Million Dollars and Zero Cents ($1,000,000), 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 SELLER 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) per accident for bodily injury and property damage.
Worker 's Compensation insurance as required by the laws of the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than One Million Dollars and Zero Cents ($1,000,000.00) per accident for bodily injury or disease.

SELLER agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers for losses arising from work performed by SELLER for CITY and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.

By executing this Agreement, SELLER further certifies as follows:

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

If SELLER maintains higher limits than the minimums shown above, CITY requires and shall be entitled to coverage for the higher limits maintained by SELLER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY.

SELLER shall require each of its subcontractors, if any, to maintain insurance coverage that meets all of the requirements of this Agreement.

The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California, with a current rating of at least A:VII in the latest edition of Best's Insurance Guide, and approved by 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. SELLER agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either: (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary insurance and pay, at SELLER’S expense, the premium thereon.

At all times during the Term of this Agreement, SELLER shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming CITY, its officers, agents, employees and volunteers as an additional insured. SELLER shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate(s).

SELLER shall provide proof that policies of insurance required herein expiring during the

PURCHASE AGREEMENT NO. 4191

Term of this Agreement have been renewed or replaced with 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.

The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY. SELLER agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of 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 policies herein are primary and non-contributing with any insurance that may be carried by CITY. Any insurance or self-insurance maintained by CITY, its officers, employees, agents or volunteers, shall be in excess of SELLER’s insurance and shall not contribute with it.

All insurance coverage provided pursuant to this Agreement shall not prohibit SELLER, and SELLER’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. SELLER hereby waives all rights of subrogation against CITY. SELLER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver if subrogation endorsement from the insurer.

Coverage not affected. Any failure to comply with the reporting provisions of the policies contemplated herein, shall not affect coverage provided to CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers.

Coverage applies separately. SELLER’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, SELLER shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or SELLER shall procure a bond guaranteeing payment of losses and expenses.

Procurement of insurance by SELLER shall not be construed as a limitation of SELLER's liability or as fall performance of SELLER’s duties to indemnify, hold harmless and defend under Section 10 of this Agreement.

CITY, its officers and employees shall not be responsible for any claims in law or in equity occasioned by failure of SELLER to comply with this section.

12. TERMINATION

12.1. Notice of Default and Termination. 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 of the default, the nature of the default, and of the steps necessary to cure the default.

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For any breach deemed by the non-defaulting party to constitute a material breach, the defaulting party is required to cure the breach within two (2) calendar days upon receipt of written notice.

For any breach deemed by the non-defaulting party to constitute a nonmaterial breach, the defaulting party is obligated to cure such breach within ten (10) calendar days upon receipt of written notice. However, if the nature of the nonmaterial breach requires more than ten (10) days to cure, the defaulting party shall have thirty (30) days to diligently pursue and complete a cure.

In addition to any other available legal or equitable rights or remedies, if the default is not cured within the time periods described above, the non-defaulting party may terminate this Agreement by giving written notice thereof to the defaulting party, setting forth the effective date thereof.

12.2. Termination Without Cause. CITY shall have the option, at its sole discretion and without cause, of terminating this Agreement in whole, or in part, by giving ten (10) days’ written notice to SELLER as provided herein.

12.3. Payment Upon Termination.

If CITY terminates this Agreement as provided in Section 12.2, titled "Termination Without Cause", of this Agreement, CITY shall then provide to SELLER the part of Compensation which would otherwise be payable to SELLER for services completed as of the date of termination, including costs, contract close-out costs and profit on work performed, less the amount previously paid or withheld with respect to the Compensation. If CITY terminates this Agreement as provided in Section 12.1, titled "Notice of Default and Termination", of this Agreement, CITY shall then provide to SELLER the part of Compensation which would otherwise be payable to SELLER for services completed as of the date of termination, less the amount previously paid or withheld with respect to the Compensation, which shall not include costs, close-out costs or profit on work performed.

12.4. Expiration. After full acceptance of the single Truck and SUV contemplated in this Agreement by CITY, this Agreement shall expire upon full payment of the Compensation by CITY to SELLER. Notwithstanding the foregoing, the Warranty Agreement shall remain in effect despite expiration of this Agreement.

13. REMEDIES FOR BREACH OF CONTRACT

13.1. Litigation Expenses. If any legal action or other proceeding is brought by either Party for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred in that action or proceeding, in addition to any other relief to which the prevailing party may be entitled.

13.2. Liability of SELLER. SELLER shall be responsible for all damages resulting in whole or in part from the acts or omissions of SELLER or its subconsultants or subcontractors.

Nothing in this Agreement shall constitute a waiver or limitation of any legal rights or remedies which CITY may have under this Agreement or under applicable law.

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13.3. Liability of CITY. CITY’s contractual obligations to SELLER shall be limited to the payment of the Compensation provided for in this Agreement. In no event shall CITY be liable for any special, consequential, indirect or incidental damages arising out of or in connection with this Agreement unless otherwise specified herein.

14. DISPUTE RESOLUTION
Disputes regarding the interpretation or application of any provision of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties.

If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing party all costs and expenses and such amount as may be adjudged to be reasonable attorney’s fees.

The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys’ fees paid to outside attorneys in connection with the action.

15. GOVERNING LAW AND VENUE
This Agreement shall be construed in accordance with and governed by the laws of the State of California. Any lawsuit brought to enforce this Agreement shall be brought in the appropriate court in Los Angeles County, State of California.

16. COMPLIANCE
It is agreed that SELLER shall comply with and shall require its subcontractors to comply with all applicable local, state and federal laws and regulations including but not limited to those set forth to in the Master Contract.

17. DAYS
Any term in this Agreement referencing days of performance shall be deemed to be calendar days and not work (or business) days.

18. BINDING ON ASSIGNS
Each and all of the covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the respective Parties.

19. INDEPENDENT CONTRACTOR
SELLER is an independent contractor. As such, SELLER shall have no power or authority to incur any debt, obligation or liability on behalf of CITY. SELLER is not to be considered an agent or employee of CITY and is not entitled to participate in any pension plan, medical, or dental plans, or any other benefit provided by CITY for its employees.

20. SEVERABILITY
For purposes of this Agreement, if any provision of this Agreement is deemed to be invalid or illegal, the remaining provisions nevertheless will continue in full force and effect without being

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impaired or invalidated in any way.

21. TIME IS OF THE ESSENCE
Time is of the essence in this Agreement, and all Parties agree to execute all documents and to proceed with due diligence to complete all covenants and conditions set forth herein in a timely manner.

22. COUNTERPARTS
This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument.

23. CAPTIONS
The captions of the various articles and paragraphs of this Agreement are for the convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement or any part or parts of this Agreement.

24. CONSTRUCTION

In all cases, the language in all parts of this Agreement shall be construed simply, according to its fair meaning and not strictly for or against any Party, it being agreed by the Parties or their agents having all participated in the preparation of this Agreement.

25. COOPERATION/FURTHER ACTS
The Parties shall fully cooperate with one another in attaining the purposes of this Agreement and, in connection therewith, shall take any such additional further acts and steps and sign such additional documents as may be necessary, appropriate and convenient as related to.

26. REFERENCES
All references to SELLER with respect to this Agreement shall include all personnel, employees, agents and subcontractors of SELLER.

27. WAIVER
A waiver by either Party of any breach or default of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach or default of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. No waiver, benefit, privilege or service voluntarily given or performed by one Party shall give the other any contractual right by custom, estoppel, or otherwise.

28. ENTIRE AGREEMENT; MODIFICATION
This Agreement in addition to the attached Exhibits, contains the entire agreement between CITY and SELLER and supersedes any prior or written statements or agreement between the Parties.

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This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. No attempted waiver of any of the provisions herein, nor any change, amendment or modification of this Agreement shall be effective unless in writing and signed by the Party against whom the same is sought to be enforced.

29. RISK OF LOSS.

CITY shall assume risk of loss of the Truck and SUV upon delivery. Prior to delivery, SELLER shall bear the risk of loss of the Truck and SUV.

30. TITLE.

Title to the Truck and SUV shall pass to CITY upon acceptance of the Truck and SUV by CITY.

31. PRICE ADJUSTMENTS DUE TO REGULATORY CHANGES.

Notwithstanding anything else to the contrary contained herein, in the event that a price adjustment is required in respect of changes that are mandatory as a result of legislation or regulations that become effective after the date of the proposal submission, such price adjustment shall be negotiated in good faith by CITY and SELLER.

32. SUBJECT DATA.

All "subject data''. including specifications, technical data, records and reports, engineering drawings (including shop drawings and working drawings), manuals and instruction materials and computer or microprocessor software that is delivered or specified to be delivered under this Agreement shall remain the property of SELLER; provided however, CITY shall have a royalty- free, non-exclusive, non-transferable and irrevocable license to use such subject data only for the purposes of operating and maintaining the Truck and SUV.

33. EFFECTIVE DATE.

Unless otherwise specified herein, this Agreement shall become effective as of the date on which the last of the Parties, whether SELLER or CITY, executes said Agreement.

34. SIGNATURES.

SELLER affirms that the signatures, titles, and seals set forth hereinafter in execution of this Purchase Agreement represents all individuals, firm members, partners, joint ventures, and/or corporate officers having principal interest herein.
[SIGNATURE PAGE TO FOLLOW]

PURCHASE AGREEMENT NO. 4191

IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above.

CITY OF MONTEBELLO, a California
municipal corporation
72 HOUR LLC dba: NATIONAL AUTO FLEET
GROUP
(“CITY”) (“SELLER”)
Raul Alvarez
City Manager
Yesenia Covarrubias, Government Fleet
Manager
Date: _______________ Date: _______________
ATTEST:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney

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Solicitation Number: RFP #091521

CONTRACT
This C
ontract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and 72 Hour LLC dba: National Auto Fleet Group, 490 Auto Center Drive, Watsonville, CA 95076 (Supplier).

Sourcewell is a State of Minnesota local government unit and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to eligible federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories from which Supplier was awarded a contract.

Supplier desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires November 8, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended one additional year upon the request of Sourcewell and written agreement by Supplier.

C. SURVIVAL OF TERMS. Notwithstanding any expiration or termination of this Contract, all payment obligations incurred prior to expiration or termination will survive, as will the following: Articles 11 through 14 survive the expiration or cancellation of this Contract. All rights will cease upon expiration or termination of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Supplier will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above. 






 






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Supplier’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new and the current model.

Supplier may offer close-out or refurbished Equipment or Products if they are clearly indicated in Supplier’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Supplier warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Supplier warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Supplier’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that extends beyond the expiration of the Supplier’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution and throughout the Contract term, Supplier must provide to Sourcewell a current means to validate or authenticate Supplier’s authorized dealers, distributors, or resellers relative to the Equipment, Products, and Services offered under this Contract, which will be incorporated into this Contract by reference. It is the Supplier’s responsibility to ensure Sourcewell receives the most current information.

3. PRICING

All Equipment, Products, or Services under this Contract will be priced at or below the price stated in Supplier’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Supplier must permit the Equipment and Products to be 






 






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returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Supplier as soon as possible and the Supplier will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

Supplier must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Supplier in breach of this Contract if the Supplier intentionally delivers substandard or inferior Equipment or Products.

B. SALES TAX. Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At any time during this Contract, Supplier may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Supplier determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS

Supplier may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Supplier Development Administrator. This approved form is available from the assigned Sourcewell Supplier Development Administrator.

At a minimum, the request must:

x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; 






 






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x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Contract and will be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Supplier understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Supplier is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Supplier’s employees may be required to perform work at government- owned facilities, including schools. Supplier’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING

A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Supplier that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Supplier. Typically, a Participating Entity will issue an order directly to Supplier or its authorized subsidiary, distributor, dealer, or reseller. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell 






 






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contract number. All Participating Entity orders under this Contract must be issued prior to expiration or cancellation of this Contract; however, Supplier performance, Participating Entity payment obligations, and any applicable warranty periods or other Supplier or Participating Entity obligations may extend beyond the term of this Contract.

Supplier’s acceptable forms of payment are included in its attached Proposal. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Supplier, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entities may require the use of a Participating Addendum; the terms of which will be negotiated directly between the Participating Entity and the Supplier. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements not addressed in this Contract (such as e- commerce specifications, specialized delivery requirements, or other specifications and requirements), the Participating Entity and the Supplier may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Supplier in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the equipment, products, or services to be purchased; or

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE

A. PRIMARY ACCOUNT REPRESENTATIVE. Supplier will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:








 






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x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Supplier must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, sales data reports, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT

A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Supplier must provide a contract sales activity report (Report) to the Sourcewell Supplier Development Administrator assigned to this Contract. Reports are due no later than 45 days after the end of each calendar quarter. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Supplier must submit a report indicating no sales were made).

The Report must contain the following fields:

x Participating Entity Name (e.g., City of Staples Highway Department); x Participating Entity Physical Street Address;
x Participating Entity City;
x Participating Entity State/Province;
x Participating Entity Zip/Postal Code;
x Participating Entity Contact Name;
x Participating Entity Contact Email Address;
x Participating Entity Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Supplier.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Supplier will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Supplier may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Supplier will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased 






 






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by Participating Entities under this Contract during each calendar quarter. Payments should note the Supplier’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Supplier agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Supplier is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Supplier in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE

Sourcewell's Authorized Representative is its Chief Procurement Officer.

Supplier’s Authorized Representative is the person named in the Supplier’s Proposal. If Supplier’s Authorized Representative changes at any time during this Contract, Supplier must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE

A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other party and a fully executed assignment agreement. Such consent will not be unreasonably withheld. Any prohibited assignment will be invalid.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been duly executed by the parties.

D. WAIVER. Failure by either party to take action or assert any right under this Contract will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right. Any such waiver must be in writing and signed by the parties.







 






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E. CONTRACT COMPLETE. This Contract represents the complete agreement between the parties. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.For any conflict between the attached Proposal and the terms set out in Articles 1-22 of this Contract, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. INDEMNITY AND HOLD HARMLESS

Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees incurred by Sourcewell or its Participating Entities, arising out of any act or omission in the performance of this Contract by the Supplier or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications. Sourcewell’s responsibility will be governed by the State of Minnesota’s Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law.

12. GOVERNMENT DATA PRACTICES

Supplier and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Supplier under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT

A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use thetrademark(s) provided to Supplier by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Supplier.
b. Supplier grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Supplier’s trademarks in advertising and promotional materials for the purpose of marketing Supplier’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, 






 






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resellers, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article. Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Neither party may alter the other party’s trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos.
b. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s trademarks only in good faith and in a dignified manner consistent with such party’s use of the trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Supplier agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Supplier in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Supplier individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Send all approval requests to the Sourcewell Supplier Development Administrator assigned to this Contract.

D. ENDORSEMENT. The Supplier must not claim that Sourcewell endorses its Equipment, Products, or Services.








 






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14. GOVERNING LAW, JURISDICTION, AND VENUE

The substantive and procedural laws of the State of Minnesota will govern this Contract. Venue for all legal proceedings arising out of this Contract, or its breach, must be in the appropriate state court in Todd County, Minnesota or federal court in Fergus Falls, Minnesota.

15. FORCE MAJEURE

Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY

If any provision of this Contract is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Contract is capable of being performed, it will not be affected by such determination or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES

A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Supplier will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Supplier may escalate the resolution of the issue to a higher level of management. The Supplier will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Supplier must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Supplier fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, the Supplier will bear any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract. 






 






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The party claiming default must provide written notice of the default, with 30 calendar days to cure the default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Supplier must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Supplier will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms 






 






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no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Supplier will maintain umbrella coverage over Employer’s Liability, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Supplier will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Supplier’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate

Failure of Supplier to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Supplier to provide certificates of insurance, in no way limits or relieves Supplier of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Supplier agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Supplier’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Supplier, and products and completed operations of Supplier. The policy provision(s) or endorsement(s) must further provide that coverage is 






 






091521-NAF

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primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Supplier or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE

A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Supplier must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Supplier conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION

Supplier certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Supplier declares bankruptcy, Supplier must immediately notify Sourcewell in writing.

Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.








 






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21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS

Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may have additional requirements based on specific funding source terms or conditions. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Supplier’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis-Bacon Act provisions. 






 






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C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Supplier certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names 






 






091521-NAF

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of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation 






 






091521-NAF

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and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier not use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval.

N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.

O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.

P. FEDERAL DEBT. The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.

Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.

R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.

S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.

T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.








 






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22. CANCELLATION

Sourcewell or Supplier may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Supplier’s Proposal. Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell 72 Hour LLC dba: National Auto
Fleet Group

By: __________________________ By: __________________________ Jeremy Schwartz Jesse Cooper
Title: Chief Procurement Officer Title: Fleet Manager

Date: ________________________

Date: ________________________

Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO

Date: ________________________








 











 















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Bid Number: RFP 091521 Vendor Name: 72 HOUR LLC







 






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