Pico Rivera City Council
September 13, 2022

unnecessary right-of-way and the vacation would make the most efficient use of the land for the adjacent property.

In accordance with Government Code Section 65402, the Planning Commission must issue a Finding of General Plan Conformity before Cities can sell or lease public property. The Planning Commission approved Resolution No. 1285 on April 18, 2022, concluding that the General Plan was in compliance with the vacation of this former street and subsequent sale to the owner of the adjacent property.

The City Council declared its intention to vacate and sell the property via Resolution No. 7204 on June 28, 2022. On August 9, 2022, the City Council conducted a duly notice public hearing and approved Resolution No. 7215 to vacate this former street and surplus land that is unnecessary for present or future public use for traffic purposes (Street Vacation 22-01). To finalize the process, the City Council approved Resolution No. 7220, declaring the Property exempt surplus land pursuant to Government Code Section 54221(f)(1)(E).

The Property was appraised by Curtis Rosenthal, Inc. at the Fair Market Value of $930,000 as detailed in a report dated April 11, 2022. The sale of the Property includes the purchase price of $1,000,000, which is comprised of the $930,000 fair market value and $70,000 to reimburse the City for costs incurred for processing the vacation. The Purchaser will provide a $10,000 deposit upon opening of escrow (which shall be credited toward the payment of the Purchase Price) and purchase the Property from the City at the price of $1,000,000 upon close of escrow per Article IV of the PSA.

Conclusion:

Staff recommends that the City Council approve the attached resolution ratifying a Purchase and Sale Agreement with CenterPoint Properties Trust for the vacated portion of Baybar Road (0.936 acres).

Steve Carmona
SC:MG:JG:jj
Enclosure: 1) Resolution
RESOLUTION NO. ____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PICO

RIVERA, CALIFORNIA, APPROVING THE PURCHASE AND SALE

AGREEMENT BETWEEN THE CITY OF PICO RIVERA AND

CENTERPOINT PROPERTIES TRUST FOR A PORTION OF BAYBAR

ROAD THAT WAS PREVIOUSLY VACATED
WHEREAS, the City of Pico Rivera (“City”) is the owner in fee simple of Baybar Road and CenterPoint Properties Trust (“Purchaser”) is the owner of industrially zone property adjacent to Baybar Road; and
WHEREAS, CenterPoint Properties Trust received approval of Precise Plan of Design (“PPD”) No. 555 dated August 10, 2020 for the development of a proposed 40,900 square foot warehouse building, which included as a condition of approval the requirement to institute a street vacation and tentative parcel map to merge a portion of Baybar Road into private property for a future drive aisle for which a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Plan dated July 29, 2020 was adopted; and
WHEREAS, the vacation of a portion (approximately 0.936 acres) of Baybar Road (the “Property”) was formally approved at a Division of Land Committee Meeting on December 16, 2021, which found that the Property was unnecessary for present or future public use for traffic purposes, the vacation eliminated unnecessary right-of-way and the vacation would make the most efficient use of the land for the adjacent property; and WHEREAS, on April 18, 2022, the Pico Rivera Planning Commission approved Resolution No. 1285, which determined that the vacation and subsequent sale of the Property is consistent with the City’s adopted General Plan pursuant to Government Code Section 65402; and
WHEREAS, on June 28, 2022 the City Council adopted Resolution No. 7204 declaring its intent to vacate and sell the Property, and on August 9, 2022, at a duly noticed public hearing, the City Council adopted Resolution No. 7215 that vacated the Property as a former street and surplus land unnecessary for present or future public use for traffic purposes, the vacation eliminated unnecessary right-of-way (identified as Street Vacation 22-01) legally described on Exhibit “A” and depicted on Exhibit “B”, attached hereto and made a part of hereof; and
WHEREAS, on August 23, 2022, the City Council declared the Property as Exempt Surplus Land pursuant to California Government Code § 54221(f)(1)(E) via Resolution No. 7220; and
WHEREAS, staff recommends the transfer of the Property to the adjacent property owner, CenterPoint Properties Trust, as in the public interest as it would relieve the City of the responsibility, costs, and liability associated with the ownership and Enclosure 1
6a
RESOLUTION NO. ____

maintenance of the Property, and the Property is no longer needed for public use; and WHEREAS, a Purchase and Sale Agreement for the Property (“PSA”), attached hereto as Exhibit “C”, has been prepared by the City and Purchaser, which establishes the intent for the Purchaser to provide a $10,000 deposit upon opening of escrow (that shall be credited toward the payment of the Purchase Price) and purchase the Property from the City at the proposed price of $1,000,000 upon close of escrow per Article IV of the PSA.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Pico Rivera as follows:

SECTION 1. The above recitals are true and correct and are a substantive part of this Resolution and are incorporated herein as part of the findings.

SECTION 2. The City Council hereby finds that the sale of the Property as Exempt Surplus Land is consistent with the goals and policies of the City’s General Plan because the Property is unnecessary for present or future public use for traffic purposes, makes the most efficient use of the land, and generates revenue for the City that may be used to maintain City streets, infrastructure, and provide public safety services.

SECTION 3. The City Council hereby approves the Purchase and Sale Agreement, in substantially the same form as attached to the Staff Report accompanying this Resolution, between the City of Pico Rivera and CenterPoint Properties Trust. The City Council further authorizes the City Manager to execute the Purchase and Sale Agreement and all other ancillary documents, including but not limited to, escrow instructions, deeds, seller affidavits and such other customary documents consistent with and reasonably necessary to effectuate the intent of this Resolution and record or cause to be recorded such documentation, as approved by the City Attorney.

SECTION 4. The City Council further finds that the approval of the Purchase and Sale Agreement is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15312 - Class 12 Categorical Exemption relating to the sale of surplus government property and CEQA Guidelines Section 15061 (b)(3), which states that a project is exempt from CEQA if the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. None of the exceptions contained under CEQA Guidelines Section 15300.2 apply. The approval of the Purchase and Sale Agreement does not authorize a specific project and constitutes a sale of real property in exchange for financial consideration.

SECTION 5. The City Clerk shall attest to the passage of this resolution, and it shall thereupon be in full force and effect.

RESOLUTION NO. ____

APPROVED AND PASSED this 13th day of September, 2022.
___________________________
Dr. Monica Sanchez, Mayor
ATTEST: APPROVED AS TO FORM:
___________________________ ________________________________ Anna M. Jerome, City Clerk Arnold M. Alvarez-Glasman, City Attorney

AYES:

NOES:

ABSENT:

ABSTAIN:

RESOLUTION NO. ____

EXHIBIT “A”
Legal Description of the Property
RESOLUTION NO. ____

RESOLUTION NO. ____

EXHIBIT “B”
Plat Map of Legal Description
RESOLUTION NO. ____

EXHIBIT “C”
Purchase and Sale Agreement between the City of Pico Rivera and CenterPoint Properties Trust
1035482_11

AGREEMENT OF PURCHASE AND SALE

BY AND BETWEEN

CENTERPOINT PROPERTIES TRUST
(“PURCHASER”)
AND

THE CITY OF PICO RIVERA, CALIFORNIA
(“SELLER”)
September ____, 2022
Property: Vacant real property lying and situated in the City of Pico Rivera, California, containing approximately .936 acres
Exhibit C
1035482_11

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the ____ day of September, 2022, until the Agreement has been finalized, by and between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (the “Purchaser”), and THE CITY OF PICO RIVERA, CALIFORNIA, a municipal corporation (“Seller”).

In consideration of the mutual promises, covenants and agreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I
Sale of Property

1.1 Sale of Property. Seller hereby agrees to sell, assign and convey to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller’s respective right, title and interest in and to, the following:

1.1.1 Land. That certain vacant real property lying and situated in the City of Pico Rivera, California, containing approximately .936 acres and legally described on Exhibit A attached to this Agreement and depicted on Exhibit B attached to this Agreement (the “Land”);

1.1.2 Real Property. All rights, privileges and easements appurtenant to Seller’s interest in the Land, including, without limitation, all of Seller’s right, title and interest, if any, in and to all mineral and water rights and all easements, licenses, covenants and other rights-of-way or other appurtenances used in connection with the beneficial use and enjoyment of the Land (collectively, the “Real Property”, and the Land and the Real Property are hereinafter collectively referred to as the “Property”).

ARTICLE II
Purchase Price

2.1 Purchase Price. The purchase price for the Property shall be ONE MILLION ($1,000,000.00) DOLLARS (the “Purchase Price”). The Purchase Price, as adjusted by all prorations as provided for in this Agreement, shall be paid to Seller by Purchaser at Closing (as hereinafter defined) by wire transfer of immediately available federal funds. The Purchase Price consists of the following: (x) the fair market value of the Property, which was described as being $930,000 in the Appraisal Report prepared by Curtis-Rosenthal, Inc. dated April 11, 2022; and (y) $70,000 to reimburse the Seller with the costs incurred to be incurred by the City with respect to processing the Vacation of Baybar Road (as hereinafter defined).

ARTICLE III
Deposit

3.1 Deposit. Within five (5) Business Days (as hereinafter defined) after the Effective Date (as hereinafter defined), Purchaser shall deposit in an earnest money escrow (“Earnest 1035482_11 2
Money Escrow”) with Title Company (as hereinafter defined), as escrowee (“Escrowee”), at Escrowee’s office in Chicago, Illinois, the sum of Ten Thousand and no/100 ($10,000.00) DOLLARS (“Deposit”) pursuant to an escrow agreement in the form of Exhibit C attached hereto and made a part hereof. For the purposes of this Agreement, “Effective Date” shall mean the date this Agreement has been fully executed and delivered to Seller and Purchaser. One Hundred Dollars ($100.00) of the Deposit shall be released by Title Company to Seller on the first Business Day following the deposit thereof by Purchaser, in payment of consideration by Purchaser to Seller for the right of Purchaser to purchase the Property in accordance with the terms of this Agreement (the “Non-Refundable Payment”). The Non-Refundable Payment shall be fully earned and retained by Seller immediately upon receipt and, notwithstanding any provisions of this Agreement to the contrary, the Non-Refundable Payment shall not be returned to Purchaser in any circumstance except if Closing fails to occur solely due to a material default by Seller under this Agreement. On the Closing Date, the amount of the Non-Refundable Payment, without interest, shall be applied to the Purchase Price. From and after the release of the Non-Refundable Payment to Seller, the Deposit shall mean and refer to the remaining Deposit amount then held by Title Company (and any payment or refund of the Deposit to be made pursuant to this Agreement shall not include such Non-Refundable Payment). Purchaser acknowledges that Seller would not have entered into this Agreement had Purchaser not made the bargained for Non-Refundable Payment to Seller on the terms set forth in this Section.

3.2 Application. The Deposit shall be paid to Seller and credited against the Purchase Price at Closing. If the Closing does not occur in accordance with the terms of this Agreement, the Deposit shall be held and delivered as provided in this Agreement.

3.3 Non-interest-Bearing. The Deposit shall be held in a non-interest-bearing escrow account by the Title Company in an institution as directed by Purchaser and reasonably acceptable to Seller.

ARTICLE IV
Closing, Prorations and Closing Costs

4.1 Closing. The parties acknowledge and agree that the Seller’s City Council has approved the execution of this Agreement by the Seller (the “PSA Approval”), and that the closing of the transactions contemplated in this Agreement (the “Closing”) is contingent upon the expiration of the thirty five (35) day California Environmental Quality Act (“CEQA”) Statute of Limitations (“SOL”) pursuant to Public Resources Code Section 21167(d) (the “Public Resources Code Section 21167(d) Approval”) (the PSA Approval and the Public Resources Code Section 21167(d) Approval are hereinafter collectively referred to as the “Approvals”), and no challenges to the Approvals shall have been filed. The Closing shall occur on or before 5:00 P.M. Pacific time on the fifth (5th) business day following the satisfaction of the conditions set forth in this Section 4.1 above through an escrow established with the Escrowee in accordance with the Escrowee’s standard deed and money escrow instructions (the “Closing Escrow”), and shall be held at the offices of the Title Company, or at such other place agreed to by Seller and Purchaser.

Upon creation of the Closing Escrow, the payment of funds and the delivery of all documents required pursuant to this Agreement shall be made through the Closing Escrow. The Closing shall take place in a manner so that, on the date the Closing occurs (the “Closing Date”), the Title Policy (as hereinafter defined) will be delivered to Purchaser, and Seller shall receive the Purchase Price.

Notwithstanding anything to the contrary contained in this Agreement, in the event that any 1035482_11 3
challenges to the Approvals have been filed, this Agreement shall remain in full force and effect until the challenges to the Approvals have been resolved in a manner that upholds the Approvals (as determined in Purchaser’s sole discretion), and the Closing shall occur on the fifth (5th) business day following said resolution of the challenges to the Approvals.

4.2 Prorations. All matters involving prorations or adjustments to be made in connection with this Agreement and not specifically provided for in some other provision of this Agreement shall be adjusted in accordance with this Section 4.2. For purposes of calculating prorations, Purchaser shall be deemed to be in title to the Property, and, therefore entitled to the income therefrom and responsible for the expenses thereof, on and after the Closing Date. All such prorations shall be made on the basis of the actual number of days of the month which shall have elapsed as of the Closing Date and a three hundred sixty-five (365) day year. Except as otherwise provided in this Section 4.2, the amount of such prorations shall be determined and shall be final as of the Closing Date. All items of income and expense which accrue for the period prior to the Closing Date will be for the account of Seller and all items of income and expense which accrue for the period on and after the Closing Date will be for the account of Purchaser.

4.2.1 Taxes. On or before the Closing Date, Seller shall pay all taxes and assessments, including, without limitation, all special assessments, on the Property which are due and payable prior to the Closing Date. Unpaid taxes and assessments on the Property shall be prorated on an accrual basis as of the Closing Date based upon the most recent ascertainable assessed valuation, tax multipliers and tax rate, but reproration thereof shall be made between Purchaser and Seller at such time as the actual amount of taxes for the applicable tax year shall become known, in order that actual real estate taxes for the periods before and after the Closing Date may be equitably prorated as of the Closing Date and paid between the parties when known. Seller shall be liable for any back tax bill which may be imposed by taxing authorities related to the period prior to the Closing Date, which obligation of Seller shall survive Closing.

4.3 Allocation of Closing Costs and Expenses. Seller shall bear the cost to record any instruments necessary to clear Seller’s title, and one-half the cost of the Closing Escrow fee.

Purchaser shall bear the cost of the Title Policy charges, any recording fees with respect to the Deed (as hereinafter defined), all costs incurred in connection with obtaining Purchaser’s financing for this transaction, if any, the cost of all title endorsements, if any, one-half the cost of the Closing Escrow fee, and the cost of transfer taxes.

ARTICLE V
Title and Survey Matters

5.1 Title.

5.1.1 Promptly after the Effective Date, Purchaser shall apply for a title insurance commitment (the “Commitment”) for an Owner’s Policy of Title Insurance (the “Title Policy”), issued by the Title Company and covering the Real Property. After receipt of the Commitment, Purchaser shall provide or cause the Title Company to provide a copy of the Commitment to Seller. On or before the date (the “Title Objection Date”) that is ten (10) days after the date Purchaser receives the Commitment and the Survey (as hereinafter defined), Purchaser shall notify Seller in writing (the “Title Objection Notice”) 1035482_11 4
of any title exceptions identified in the Commitment or the Survey that Purchaser disapproves (collectively, the “Unpermitted Exceptions”) and any remaining exceptions shall be deemed permitted (collectively, the “Permitted Exceptions”). Notwithstanding the foregoing, Purchaser and Seller hereby agree that: (i) all non-delinquent property taxes and assessments, (ii) all matters created by or on behalf of Purchaser, including, without limitation, any documents or instruments to be recorded as part of any financing of the Property by Purchaser, and (iii) a non-exclusive Southern California Edison easement for ingress and egress and a non-exclusive Southern California Gas Company underground gas facilities easement, shall constitute “Permitted Exceptions”. If Purchaser fails to provide Seller with the Title Objection Notice on or before the Title Objection Date, all exceptions in the Commitment and the Survey shall be deemed to be Permitted Exceptions, and Purchaser shall be deemed to have waived its right to object to any exceptions in the Commitment or Survey.

5.1.2 No less than ten (10) days after being given the Title Objection Notice, Seller shall notify Purchaser in writing of any Unpermitted Exceptions that Seller is unable or unwilling to cause to be removed or insured against prior to or at Closing. With respect to such exceptions, Purchaser shall then elect, by giving written notice to Seller within three (3) days after receipt of Seller’s notice, to: (x) terminate this Agreement, or (y) waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. Purchaser’s failure to timely give such notice shall be deemed an election to waive the disapproval of any such exception. If Purchaser elects to terminate this Agreement in accordance with clause (x) above, the Deposit shall be returned to Purchaser as Purchaser’s sole and exclusive remedy as a result of such termination.

5.1.3 Monetary Liens. Notwithstanding anything to the contrary contained in Section 5.1.2 above, Seller shall be required to discharge all mortgages, deeds of trust, real estate taxes, assessments and other governmental levies, fees or charges imposed on the Land, all judgment liens, all mechanics’ liens and similar liens for labor, materials or supplies, and other such monetary liens that may be removed solely through the payment of money prior to Closing (collectively, the “Monetary Liens”), and such matters shall be deemed Objectionable Exceptions, whether or not included in Purchaser’s Title Objection Notice. If, at or prior to Closing, Seller fails to cure all Monetary Liens, in addition to all other remedies available to Purchaser under this Agreement, Purchaser shall have the right to proceed to Closing and deduct from the Purchase Price the amount necessary to cure such Monetary Liens.

5.2 Survey. Promptly after the Effective Date, Purchaser shall order a survey of the Property at its expense (the “Survey”). After receipt of the Survey, Purchaser shall provide or cause the surveyor to provide a copy of the Survey to Seller and the Title Company. The Survey shall be sufficient for the Title Company to issue the Title Policy.

ARTICLE VI
Representations and Warranties of the Seller

6.1 Seller’s Representations. Seller represents and warrants that, to Seller’s knowledge, the following matters are true and correct as of the Effective Date with respect to the Property.
1035482_11 5

6.1.1 Authority. Seller is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of California. This Agreement has been duly authorized, executed and delivered by Seller, is the legal, valid and binding obligation of Seller, and does not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller is subject. All documents to be executed by Seller which are to be delivered at Closing, will, at the time of Closing: (i) be duly authorized, executed and delivered by Seller, (ii) be legal, valid and binding obligations of Seller, and (iii) not violate any provision of any agreement or judicial order to which Seller is a party or to which Seller is subject.

6.1.2 Violation of Laws. To Seller’s knowledge, Seller has received no written notice of any violation of any statute or ordinance relating to the Property that has not been cured.

6.2 Seller’s Knowledge. For purposes of this Agreement and any document delivered at Closing, whenever the phrases “to Seller’s knowledge” or the “knowledge” of Seller or words of similar import are used, they shall be deemed to refer to the current, actual knowledge only, and not any implied, imputed or constructive knowledge, without any independent investigation having been made or any implied duty to investigate, of the Community & Economic Development Director or other City designee. Notwithstanding anything to the contrary contained in this Agreement, the Community & Economic Development Director or other City designee shall have no personal liability under this Agreement.

6.3 Change in Representation/Waiver.

6.3.1 Representations/Waiver. Notwithstanding anything to the contrary in this Agreement, Purchaser acknowledges that Purchaser shall not be entitled to rely on any representation made by Seller in this Article VI, to the extent that, prior to or at Closing, Purchaser shall have or obtain actual knowledge of any information contradictory to such representation or warranty; provided, however, if Purchaser determines prior to Closing that there is a breach of any of the representations and warranties made by Seller in this Article VI, then Purchaser may, at its option, by sending to Seller written notice of its election, either: (i) terminate this Agreement, in which event the Deposit shall be returned to Purchaser and, except for the Surviving Obligations, neither party shall have any further rights or obligations to the other under this Agreement, or (ii) waive such breach and/or conditions and proceed to Closing with no adjustment in the Purchase Price, and Seller shall have no further liability as to such matter thereafter.

6.3.2 Property Condition Waiver. Notwithstanding any other provision of this Agreement to the contrary, following the Closing Date, Buyer waives its right to recover from Seller, its elected officials, agents, and employees (collectively, “Seller’s Representatives”), and hereby waives, releases and forever discharges Seller and Seller’s Representatives from, any and all damages, losses, liabilities, costs or expenses whatsoever (including attorneys' fees and costs) and claims therefor, whether direct or indirect, known or unknown, foreseen or unforeseen, which may arise on account of or in any way arising out of or connected with the Property, including (i) the physical condition, nature or quality of the Property, including geologic conditions, (ii) the quality of the labor and materials included in any improvements or fixtures located on or within the Property (including latent 1035482_11 6
defects), (iii) the presence of asbestos and lead-based paint, (iv) the failure of the Property, including any existing improvements thereon, to comply with any law or regulation applicable thereto, (v) the inaccuracy or incompleteness of plans, drawings, specifications, any documents provided by Seller, and (vi) the environmental condition of the Property.

The foregoing waiver and release shall exclude only those losses, liabilities, damages, costs or expenses, and claims therefor, arising from or attributable to any breach by Seller of its express representations or warranties under this Agreement.

In connection with foregoing waiver and release, Buyer expressly waives the benefits of Section 1542 of the California Civil Code, which provides as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE

CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO

EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR OR RELEASED PARTY.”
_____________________
Buyer's Initials

6.4 Survival. The express representations and warranties made in this Agreement by Seller shall not merge into any instrument or conveyance delivered at Closing; provided, however, that any action, suit or proceeding with respect to the truth, accuracy or completeness of such representations and warranties shall be commenced, if at all, on or before the date that is six (6) months after the Closing Date (“Survival Period”) and, if not commenced on or before such date, thereafter such representations and warranties shall be void and of no force or effect.

Notwithstanding any other term of this Agreement, any claim based upon a misrepresentation or a breach of a covenant or warranty under this Agreement that expressly survives the Closing shall be actionable or enforceable if and only if: (i) notice of such claim(s) is given to Seller prior to the expiration of the Survival Period; and (ii) the amount of damages or losses as a result of such claims suffered or sustained by the party making such claims exceeds $50,000.00; and provided further that the aggregate liability of Seller for any and all such breaches or misrepresentations shall be limited to $250,000.00.

ARTICLE VII
Seller’s Interim Operating Covenants

7.1 Operations. Seller agrees to continue to operate, manage and maintain the Property through the Closing Date in the ordinary course of Seller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Article X of this Agreement.

7.2 No Sales. Seller agrees that it shall not convey any interest in the Property to any third party.
1035482_11 7

ARTICLE VIII
Possession

8.1 Possession. Possession of the Property shall be delivered to Purchaser on the Closing Date free and clear of all possessory interests.

ARTICLE IX
Closing

9.1 Purchaser’s Closing Obligations. Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to the Title Company at Closing the following, duly executed and acknowledged as applicable:

9.1.1 The Purchase Price, subject to adjustments and prorations as provided in this Agreement, by wire transfer or other immediately available federal funds.

9.1.2 A Preliminary Change of Ownership Report.

9.1.3 If required by the Title Company, evidence reasonably satisfactory to the Title Company that the person executing the closing documents on behalf of Purchaser has full right, power and authority to do so.

9.1.4 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

9.1.5 A counterpart of a closing statement, prepared in strict accordance with Section 4.2 of this Agreement (the “Closing Statement”).

9.2 Seller’s Closing Obligations. Seller, at its sole cost and expense, shall deliver or cause to be delivered to the Title Company at Closing the following, duly executed and acknowledged as applicable:

9.2.1 A grant deed in the form attached to this Agreement as Exhibit D conveying to Purchaser the Real Property in fee simple, subject only to the Permitted Exceptions (the “Deed”).

9.2.2 California Form 593-C (California Real Estate Withholding Exemption Certificate) in the form required by applicable law.

9.2.3 If required by the Title Company, evidence reasonably satisfactory to the Title Company that the persons executing the closing documents on behalf of Seller have full right, power and authority to do so.

9.2.4 Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.

9.2.5 A counterpart of the Closing Statement.
1035482_11 8

ARTICLE X
Intentionally Deleted

ARTICLE XI
Default

11.1 Default by Seller. If the Closing and the transactions contemplated in this Agreement do not occur as provided in this Agreement by reason of the default of Seller, and said default is not cured within five (5) Business Days after notice from Purchaser, Purchaser may elect, by written notice to Seller and as the sole and exclusive remedy of Purchaser, to: (i) terminate this Agreement and receive the Deposit from the Title Company, and in such event Seller shall not have any liability whatsoever to Purchaser under this Agreement except for the Surviving Obligations; or (ii) enforce specific performance of Seller’s obligations under this Agreement.

11.2 Default by Purchaser. If Purchaser should breach any of its covenants contained in this Agreement (and Seller shall not be in default hereunder), Seller may terminate this Agreement without further liability on Seller’s part and retain the Deposit as liquidated damages, and not as a penalty, it being understood that Seller’s actual damages in the event of such a default are difficult to ascertain and that such Deposit represents the parties’ best estimate of such damages. Seller shall not have any other remedy for any default by Purchaser. BY INITIALING THIS SECTION 11.2, PURCHASER AND SELLER AGREE THAT IN EVENT OF DEFAULT BY PURCHASER: (A) IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES; (B) AN AMOUNT EQUAL TO THE DEPOSIT WILL CONSTITUTE LIQUIDATED DAMAGES PAYABLE TO SELLER; (C) THE PAYMENT OF

THE LIQUIDATED DAMAGES TO SELLER WILL CONSTITUTE THE EXCLUSIVE REMEDY OF SELLER; (D) SELLER MAY RETAIN THAT PAYMENT AS LIQUIDATED DAMAGES; AND (E) PAYMENT OF THOSE SUMS TO SELLER AS LIQUIDATED

DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369, BUT INSTEAD, IS

INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO SECTIONS 1671, 1676 AND 1677 OF THE CALIFORNIA CIVIL CODE.

Seller INITIALS: ____________ Purchaser INITIALS: _______________.

ARTICLE XII
Brokers

12.1 Brokers. Purchaser and Seller each represents and warrants to the other that it has not dealt with any person or entity entitled to a brokerage commission, finder’s fee or other compensation with respect to the transaction contemplated in this Agreement. Purchaser hereby agrees to indemnify, defend, and hold Seller harmless from and against any claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees and costs) incurred by Seller by reason of any breach or inaccuracy of the Purchaser’s representations and warranties contained in this Article XII. Seller hereby agrees to indemnify, defend, and hold Purchaser harmless from and against any claims, demands, suits, obligations, payments, damages, losses, penalties, liabilities, costs and expenses (including but not limited to attorneys’ fees and costs) incurred by Purchaser by reason of any breach or inaccuracy of Seller’s representations and warranties contained in this Article XII. Seller and Purchaser agree 1035482_11 9
that it is their specific intent that no broker shall be a party to or a third party beneficiary of this Agreement or the Deposit, that no broker shall have any rights or cause of action under this Agreement, and further that the consent of a broker shall not be necessary to any agreement, amendment, or document with respect to the transaction contemplated in this Agreement. The provisions of this Article XII shall survive Closing or the termination of this Agreement.

ARTICLE XIII
Conditions Precedent to Closing

13.1 In addition to any conditions provided in other provisions of this Agreement, Purchaser’s obligation to purchase the Property is and shall be conditioned upon the following:

13.1.1 The due performance of Seller of each and every covenant, undertaking and agreement to be performed by Seller under this Agreement and the truth of each representation and warranty made in this Agreement by Seller.

13.1.2 Seller shall have caused that portion of Baybar Road legally described on Exhibit A attached hereto and depicted on Exhibit B attached hereto (the “Vacated Portion of Baybar Road”) to be vacated (herein referred to as the “Vacation of Baybar Road”). For purposes of this paragraph, “Vacation of Baybar Road” means (a) that all applicable authorities have taken final action to approve the vacation, and (b) all applicable and legally valid periods for the filing of an administrative appeal, judicial challenge, referendum petition or request for reconsideration (each an “Entitlement Challenge”) against the Vacation of Baybar Road have expired without the filing of an Entitlement Challenge or, if an Entitlement Challenge is filed or otherwise arises, that such Entitlement Challenge is resolved on terms satisfactory to Purchaser, in its reasonable discretion. The Seller acknowledges and agrees that the Purchase Price shall be the only consideration to be paid by the Purchaser in connection with the vacation of the Vacated Portion of Baybar Road. It is Purchaser’s understanding that approval of (a) the resolution to vacate the Vacated Portion of Baybar Road, and (b) this Agreement, by Seller’s City Council, are both subject to a thirty five (35) day CEQA SOL (pursuant to Public Resource Code Section 21167(d)) and a ninety (90) day zoning and planning land use approval SOL pursuant to government code section 65009. Notwithstanding the foregoing, the Purchaser is electing to close on the Property on the fifth (5th) business day following the completion of the thirty five day CEQA SOL pertaining to approval of this Agreement by the Seller’s City Council, provided that no Entitlement Challenges are filed during this period.

13.2 Purchaser may, at any time or times, at its election, waive any of the conditions to its obligations under this Agreement, but any such waiver shall be effective only if contained in a writing signed by Purchaser. The failure of any of the conditions in Section 13.1 shall entitle Purchaser, at its option, to cancel and terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and, except as specifically provided in this Agreement, neither party shall have any rights or obligations to the other under this Agreement. 1035482_11 10

ARTICLE XIV
Miscellaneous

14.1 Right of Entry; Indemnification. Between the Effective Date and the Closing Date, Buyer and Buyer's employees, agents, contractors, subcontractors and consultants (collectively, “Buyer's Representatives”) shall have the right to enter upon the Property, at reasonable times during ordinary business hours, upon notice to Seller at least three (3) business days prior to entry, to perform such non-destructive inspections, investigations, tests and studies.

Buyer, in performing its non-destructive inspections, investigations, tests and studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees to coordinate its activities on the Property with Seller in advance to avoid any such interference. Following any such non-destructive tests or inspections, Buyer agrees to promptly return any portions of the Property damaged or altered by Buyer during such tests or inspections to substantially the same condition which existed prior to such test or inspection. In the event Buyer fails to promptly restore Property in accordance with the preceding sentence, Seller may, in its sole and absolute discretion, restore the Property and all costs and expenses shall be paid immediately by Buyer upon demand by Seller. Buyer shall indemnify, defend and hold Seller, including its elected officials, agents, employees harmless from any and all claims, damages or liabilities arising out of or resulting from the entry onto or activities upon the Property by Buyer or Buyer's Representatives or liens arising from Buyer's review of the Property.

14.2 Nothing contained in this Agreement shall be construed as the City’s approval of any tentative tract map for the Property or grading/building permits relating to the Property.

14.3 All notices, consents, approvals and other communications which may be or are required to be given by either Seller or Purchaser under this Agreement shall be properly given only if made in writing and sent by (i) certified mail, (ii) electronic mail by pdf or (iii) a nationally recognized overnight delivery service (such as Federal Express, UPS Next Day Air), with all delivery charges paid by the sender and addressed to the Purchaser or Sellers, as applicable, as follows, or at such other address as each may request in writing. Such notices shall be deemed received, (x) sent by certified mail, in which case notice shall be deemed delivered three (3) Business Days after deposit, postage prepaid, in the United States Mail, (y) if delivered by overnight delivery service, on the date of delivery and (z) if sent by facsimile transmission or electronic mail pdf, on the date of transmission. Notices to be sent on behalf of Purchaser or Sellers may be sent by their respective counsel. The refusal to accept delivery shall constitute acceptance and, in such event, the date of delivery shall be the date on which delivery was refused.

Said addresses for notices are to be as follows:

If intended for Purchaser: Michael Murphy
CenterPoint Properties Trust
1808 Swift Drive
Oak Brook, Illinois 60523-1501
Email: [email protected]
1035482_11 11
With a copy to: Mark S. Richmond, Esq.

Richmond Breslin LLP
5215 Old Orchard Road, Suite 420
Skokie, Illinois 60077
Email: [email protected]
If intended for Seller: Steve Carmona, City Manager
City of Pico Rivera
6615 Passons Blvd
Pico Rivera, California 90660
Email: [email protected]
With a copy to: Arnold M. Alvarez-Glasman
Alvarez-Glasman & Colvin
13181 Crossroads Pkwy. North
Suite 400 – West Tower
City of Industry, California 91746
Email: [email protected]

14.4 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to the conflict of laws principles thereof.

14.5 Headings. The captions and headings used in this Agreement are for convenience and reference only and in no way define or limit the scope or content of this Agreement or in any way affect its provisions.

14.6 Business Days. If any date set forth in this Agreement for the performance of any obligations of Seller or Purchaser or for the delivery of any instrument, Document or notice as herein provided should be on a Saturday, Sunday or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next Business Day following such Saturday, Sunday or legal holiday. As used herein, the term “legal holiday” means any state or Federal holiday for which financial institutions or post offices are generally closed in the State of California, and the term “Business Day” means any day other than a Saturday, Sunday or legal holiday.

14.7 Counterpart/Electronic Copies. This Agreement may be executed in two or more counterpart copies, all of which counterparts shall have the same force and effect as if all parties hereto had executed a single copy of this Agreement. Handwritten signatures to this Agreement transmitted by telecopy or electronic transmission (for example, through the use of a Portable Document Format or “PDF” file) shall be valid and effective to bind the parties so signing. It is expressly agreed that each party to this Agreement shall be bound by its own telecopied or electronically transmitted handwritten signature and shall accept the telecopy or electronically transmitted handwritten signature of the other party to this Agreement. The parties hereto agree that the use of telecopied or electronic signatures for the execution of this Agreement shall be legal and binding and shall have the same full force and effect as if originally signed. 1035482_11 12

14.8 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Whenever reference is made in this Agreement to Seller or Purchaser, such reference shall include the successors and assigns of such party under this Agreement.

14.9 Assignment. The terms, conditions and covenants of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective nominees, successors, beneficiaries and assigns; provided, however, no conveyance, assignment or transfer of any interest whatsoever of, in, or to the Project or of this Agreement shall be made by Seller during the term of this Agreement. Purchaser may assign all or any of its right, title and interest under this Agreement to any corporate, limited liability or partnership entity affiliated with, or related to Purchaser (“Affiliate”). No such assignee shall accrue any obligations or liabilities hereunder until the effective date of such assignment. In addition to its right of assignment, Purchaser shall also have the right, exercisable prior to Closing, to designate any Affiliate, as the grantee or transferee of any or all of the conveyances, transfers and assignments to be made by Seller at Closing hereunder, independent of, or in addition to, any assignment of this Agreement. In the event of an assignment of this Agreement by Purchaser, its assignee shall be deemed to be the Purchaser hereunder for all purposes hereof, and shall have all rights of Purchaser hereunder (including, but not limited to, the right of further assignment), and the assignor shall be released from all liability hereunder. In the event that an Affiliate shall be designated as a transferee hereunder, that transferee shall have the benefit of all of the representations and rights which, by the terms of this Agreement, are incorporated in or relate to the conveyance in question.

14.10 Interpretation. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that both Seller and Purchaser have contributed substantially and materially to the preparation of this Agreement.

14.11 Entire Agreement. This Agreement and the Exhibits attached hereto contain the final and entire agreement between the parties hereto with respect to the sale and purchase of the Property and are intended to be an integration of all prior negotiations and understandings.

Purchaser, Seller and their agents shall not be bound by any terms, conditions, statements, warranties or representations, oral or written, not contained in this Agreement. No modification, amendment, discharge, waiver or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, amendment, discharge, waiver or change is sought. Writings signed by the attorney for such party shall not be effective for purposes of this Section. Failure by either party to explicitly retain any rights under this Agreement shall not be deemed a waiver of such rights.

14.12 Severability. If any one or more of the provisions of 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 of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

14.13 Survival. Except as otherwise specifically provided for in this Agreement (collectively, the “Surviving Obligations”), the provisions of this Agreement and the 1035482_11 13
representations and warranties herein shall not survive Closing or the termination of this Agreement, and if Closing occurs, shall be merged therein.

14.14 Exhibits. Exhibits A through D attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement.

14.15 Time. Time is of the essence in the performance of each of the parties’ respective obligations contained in this Agreement.

14.16 Limitation of Liability. The obligations of Seller are binding only on Seller and Seller’s assets and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of the affiliates, investment managers, property managers, partners, trustees, shareholders, beneficiaries, directors, or officers of Seller, or of any partners, officers, directors, shareholders or beneficiaries of any partners of Seller, or of any of Seller’s employees or agents.

All documents to be executed by Seller shall also be deemed to contain the foregoing exculpation.

The provisions of this Section 14.15 shall survive Closing or the termination of this Agreement.

14.17 Prevailing Party. Should either party employ an attorney to enforce any of the provisions hereof, whether before or after Closing, and including any claims or actions involving amounts held in escrow, the non-prevailing party in any final judgment agrees to pay the other party’s reasonable expenses, including reasonable attorneys’ fees and costs in or out of litigation and, if in litigation, trial, appellate, bankruptcy or other proceedings, expended or incurred in connection therewith, as determined by a court of competent jurisdiction. The provisions of this Section 18.15 shall survive Closing or the termination of this Agreement.

14.18 No Recording. Neither this Agreement nor any memorandum or short form of this Agreement shall be recorded or filed in any public land or other public records of any jurisdiction, by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.

14.19 Waiver of Trial by Jury. Each of Seller and Purchaser hereby waives trial by jury in any action, proceeding or counterclaim brought by such party against the other party on any matters whatsoever arising out of or in any way connected with this Agreement, including without limitation in connection with the enforcement of any remedy under any statute, emergency or otherwise.
[SIGNATURES APPEAR ON NEXT PAGE]

SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal on the date or dates set forth below.

SELLER:

THE CITY OF PICO RIVERA, CALIFORNIA, a
municipal corporation
By:

Name: Steven Carmona
Title: City Manager
PURCHASER:

CENTERPOINT PROPERTIES TRUST, a Maryland
real estate investment trust
By:

Name:

Title:

By:

Name:

Title:

EXHIBITS PAGE
Exhibits
Exhibit A - Legal Description of Real Property
Exhibit B - Depiction of Real Property
Exhibit C - Escrow Agreement
Exhibit D - Form of Deed
1035482_11 A-1

EXHIBIT A

LEGAL DESCRIPTION
1035482_11 A-2
1035482_11 B-1

EXHIBIT B

DEPICTION OF REAL PROPERTY
(See Attached)
1035482_11 B-2
1035482_11 C-1

EXHIBIT C

ESCROW AGREEMENT

CHICAGO TITLE AND TRUST COMPANY
10 S. LaSalle Street, Suite 3100, Chicago, Illinois 60603 Refer to: Krystina Cozzie
Phone No.: (312) 223-3366
Fax No.: (312) 223-2323
STRICT JOINT ORDER #1 ESCROW TRUST INSTRUCTIONS (EARNEST MONEY) ESCROW TRUST NO.: ___________________ DATE:_____________, 202__ To: Chicago Title and Trust Company, Escrow Trustee:

Customer Identification:

Purchaser: CenterPoint Properties Trust
Seller:

Property Address:

Project Reference:

Proposed Disbursement Date:

Deposits:

1. The sum of $____________ by ______________________________ representing:

EARNEST MONEY.

Delivery of Deposits:

The above-referenced escrow trust deposits (“deposits”) are deposited with the escrow trustee to be delivered by it only upon the receipt of a joint order of the undersigned or their respective legal representatives or assigns. Notwithstanding the foregoing, one business day after receipt of the Earnest Money deposit, escrow trustee shall disburse One Hundred and No/100 Dollars ($100.00) of the Earnest Money deposit to or as directed by Seller (or Seller’s counsel).

In no case shall the above-mentioned deposits be surrendered except upon the receipt of an order signed by the parties hereto, their respective legal representatives or assigns, or in obedience to the court order described below.

Billing Instructions:

Escrow trust fee will be billed as follows: fifty percent (50%) to Seller and fifty percent (50%) to Purchaser.
1035482_11 C-2
An annual maintenance fee, as determined by the then current rate schedule, will commence: n/a PLEASE NOTE: The escrow trust fee for these joint order escrow trust instructions is due and payable within thirty (30) days from the projected disbursement date (which may be amended by joint written direction of the parties hereto). In the event no projected disbursement date is ascertainable, said escrow trust fee is to be billed at acceptance and is due and payable within thirty (30) days from the billing date. Chicago Title and Trust Company, at its sole discretion, may reduce or waive the escrow trust fee for these joint order escrow instructions in the event the funds on deposit herein are transferred to or disbursed in connection with sale escrow trust instructions or an agency closing transaction established at Chicago Title.

Investment:

Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto; provided that any direction to escrow trustee for such investment shall be expressed in writing and contain the consent of all other parties to this escrow, and also provided that you are in receipt of the taxpayer’s identification number and investment forms as required. Escrow trustee will, upon request, furnish information concerning its procedures and fee schedules for investment.

Commingle:

Except as to deposits of funds for which escrow trustee has received express written direction concerning investment or other handling, the parties hereto agree that the escrow trustee shall be under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that escrow trustee may commingle such deposits with other deposits or with its own funds in the manner provided for the administration of funds under Section 2-8 of the Corporate Fiduciary Act (205 ILCS 620/2-8) and may use any part or all such funds for its own benefit without obligation to any party for interest or earnings derived thereby, if any. Provided, however, nothing herein shall diminish escrow trustee’s obligation to apply the full amount of the deposits in accordance with the terms of these escrow instructions.

In the event the escrow trustee is requested to invest deposits hereunder, Chicago Title and Trust Company is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of these escrow trust instructions.

Compliance With Court Order:

The undersigned authorize and direct the escrow trustee to disregard any and all notices, warnings or demands given or made by the undersigned (other than jointly) or by any other person. The said undersigned also hereby authorize and direct the escrow trustee to accept, comply with, and obey any and all writs, orders, judgments or decrees entered or issued by any court with or without jurisdiction; and in case the said escrow trustee obeys or complies with any such writ; order, judgment or decree of any court, it shall not be liable to any of the parties hereto or any other person, by reason of such compliance, notwithstanding any such writ, order, judgment or decree be entered without jurisdiction or be subsequently reversed, modified, annulled, set aside or vacated. In case the escrow trustee is made a party defendant to any suit or proceedings regarding this escrow trust, the undersigned, for themselves, their heirs, personal representatives, successors, 1035482_11 C-3
and assigns, jointly and severally, agree to pay to said escrow trustee, upon written demand, all costs, attorney’s fees, and expenses incurred with respect thereto. The escrow trustee shall have a lien on the deposits(s) herein for any and all such costs, fees and expenses. If said costs, fees and expenses are not paid, then the escrow trustee shall have the right to reimburse itself out of the said deposit(s).

Execution:

These escrow trust instructions are governed by and are to be construed under the laws of the State of Illinois. The escrow trust instructions, amendments or supplemental instructions hereto, may be executed in counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument.

For Purchaser: For Seller:

Name: Richmond Breslin LLP Name:

By: By:

Address: 5215 Old Orchard Road Address:

Suite 420
Skokie, Illinois 60077
Phone: 312-568-4400 Phone:

Signature: Signature:

Accepted: Chicago Title and Trust Company, as Escrow Trustee By:___________________________________ Date:__________________________, 202___ 1035482_11 D-1

EXHIBIT D

FORM OF DEED

FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

CenterPoint Properties Trust
1808 Swift Drive
Oak Brook, Illinois 60523
Attn: Sharon Purcell
APN(s): City owned property 8125-013-___
(no APN)
SPACE ABOVE THIS LINE FOR RECORDER’S USE
EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383

GRANT DEED
THE UNDERSIGNED GRANTOR declares:

DOCUMENTARY TRANSFER TAX is $ ______________. CITY TAX $ ________________.

Computed on full value of property conveyed, or
Computed on full value less value of liens or encumbrances remaining at time of sale, Unincorporated area City of ____________________________________________, and FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the CITY OF PICO RIVERA, a California municipal corporation (“Grantor”), hereby grants to CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust (“Grantee”), that certain real property as more particularly described in Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”) all of its respective rights, title, and interest of Grantor.
[Signature on the following page]
1035482_11 D-2
IN WITNESS WHEREOF, Grantor has executed this Grant Deed on this ___ day of _________________, 2022 in Pico Rivera, California.

CITY OF PICO RIVERA, a California municipal
corporation,
Steven Carmona, City Manager
[Signature to be notarized]
1035482_11 D-3
1035482_11 D-4

EXHIBIT A
to Grant Deed

LEGAL DESCRIPTION
1035482_11 D-5
To: Mayor and City Council
From: City Manager
Meeting Date: September 13, 2022
Subject: PROVIDE STAFF DIRECTION REGARDING REQUEST

FROM LEBA, INC TO WAIVE A QUARTERLY INSTALLMENT
Recommendation:

1. Provide staff direction to waive quarterly installment payment of $102,053, inclusive of fees, penalties, and interest that is owed by LEBA, Inc. to the Sports Arena Enterprise Fund 590;

2. Defer requirement to improve billboard sign due to impending Whittier Narrows Damn Improvement project; and

3. Provide staff alternative direction.

Fiscal Impact:

The Sports Arena Enterprise Fund (Fund 590) is a special revenue fund that realizes income from quarterly lease payments that are payable by LEBA, Inc., according to Concession Agreement No. 13-1407. The current total amount owed is $204,771. Should the City Council approve this payment waiver, the total unpaid rental revenue, penalties, and interest, which is due in October 2022, would be reduced to $102,718.

Background:

Land Lease Agreement
The City of Pico Rivera entered into an original land-lease agreement in 1975 (Lease No.

DACW09-1-85-4) and executed subsequent amendments in 1977, 1984, and 2021 with the United States Army Corps of Engineers (USACE), where the land is the primary jurisdiction of the United States Department of the Army.

The agreement stipulates all regulatory provisions that govern the use of all leased areas and grants legal authority to enforce such regulations to protect public safety and the 7 CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022

PROVIDE STAFF DIRECTION REGARDING REQUEST FROM LEBA, INC TO WAIVE

A QUARTERLY INSTALLMENT

premises. The City of Pico Rivera has utilized these federal lands to provide parks, open, recreational, and entertainment opportunities such as a municipal golf course, a public park, little league baseball fields, an equestrian sports arena, and other recreational activities.

Sublease and Concession Agreement
Per the Lease Agreement with the USACE, the City may grant permits and licenses and sublease all or portions of the leased property for revenue-producing purposes consistent with the terms and conditions of the lease. Under this provision, the City of Pico Rivera entered into a sublease and concession agreement for the operation and maintenance of the Pico Rivera Sports Arena with LEBA, Inc. in May of 2007, superseding agreements in 2009, 2010, and 2013, respectively. The current Concession Agreement No. 13-1407 is set to terminate on June 30, 2034.

The Concession Agreement authorizes LEBA, Inc. to organize and conduct events; charge for admission and parking; and sell food, beverages, confectionaries, souvenirs, and merchandise. Section 6.1 of this Concession Agreement defines an Annual Concession Payment of $240,000 per year to be paid in four (4) installments of $60,000 on the first of January, April, July, and October. Installment payments are subject to late penalties, interest on outstanding debts, and yearly increases based on the Consumer Price Index (CPI).

Based on these contractual stipulations, the current quarterly installment amounts for FY 2021-22 were $75,290. As of today, the outstanding debt owed by LEBA is $204,771.

LEBA has committed to bringing all outstanding debt current immediately after approval of this action.

Required Construction and Capital Improvements
Section 8.0 of Concession Agreement No. 13-1407 stipulates that the Concessionaire (LEBA, Inc.) shall complete various capital improvements, including a state-of-the-art billboard/LED sign to replace the existing sign along Avenida Vicente Fernandez (formerly Sports Arena Drive). However, due to the Whittier Narrows Dam Safety Modification Project (WND Project), the U.S. Army Corps of Engineers introduced and executed Supplemental Agreement No. 1 to the City’s land lease (Land Lease No. DACW09-1-85-4), which officially removes the land where the existing sign is currently located. As such, the City does not have authority to approve, permit, and/or authorize the construction of a new sign in the proposed location. It is therefore recommended that Council absolve LEBA of this contractual obligation and authorize the city manager to negotiate new terms related to the sign at a time that is appropriate and commensurate with the Whittier Narrows Dam Safety Modification Project.

CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022

PROVIDE STAFF DIRECTION REGARDING REQUEST FROM LEBA, INC TO WAIVE

A QUARTERLY INSTALLMENT

Discussion:

COVID-19 Impacts on the Sports Arena
In March 2021, LEBA, Inc. submitted a request for forgiveness of past rent, penalty, and interest payments totaling $384,122. At that time, LEBA, Inc. indicated they were unable to make the payments due to decreased operations resulting from pandemic-related closures.

The city granted this debt forgiveness at its June 22, 2021, meeting.

Whittier Narrows Dam Safety Modification Project Impacts The Whittier Narrows Dam Safety Modification Project has been deemed an extremely high priority at the Federal level due to the risk of catastrophic failure. As such, the USACE has been steadily advancing engineering designs, the Environmental Impact Statement, and initiated Phase I of construction and utility relocation at the Pico Rivera Golf Course.

During the same time period as the pandemic, the USACE disclosed emerging details regarding the pending impacts to the lands currently under lease with the City of Pico Rivera. The City learned that Sports Arena Drive/Rooks Road would be fully eliminated, thereby jeopardizing LEBA’s ability to host mass-capacity entertainment and equestrian events. Ongoing analysis continues to indicate that hosting large-scale events may no longer be viable upon the closure of Sports Arena Drive/Rooks Road.

Additional Waiver/Forgiveness of Payments Due Requested On July 29th, 2022, the City received a second request from LEBA, Inc. Their letter indicates that “Since the health order was lifted it has taken an exuberant amount of time and planning to re-start the operation and resume to a new ‘normal”, and that they would like the City to extend another waiver for a quarterly payment, as well as any late fees incurred.

Conclusion:

Staff seeks City Council direction for waiving the third quarterly payment from May 2022 – July 2022 in the amount of $75,270 plus the associated penalties and interest in the amount of $26,783 for a grand total of $102,053. If approved, the total remaining payable balance will be $102,718.

Furthermore, staff seeks City Council direction regarding absolving LEBA’s contractual obligation to build a new billboard/LED sign and authorizing the city manager to negotiate new terms related to the sign at a time that is appropriate and commensurate with the Whittier Narrows Dam Safety Modification Project.

CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022

PROVIDE STAFF DIRECTION REGARDING REQUEST FROM LEBA, INC TO WAIVE

A QUARTERLY INSTALLMENT

All maintenance requirements, taxes, and insurance are up-to-date and currently in compliance with the Concession Agreement. Furthermore, LEBA fully cooperated as the City utilized the Sports Arena for COVID-19 testing, mass food and supply distribution events, and drive-through holiday events throughout the pandemic.

Steve Carmona
SC:AG:JH:smc
Enclosure: 1) Letter from LEBA, Inc. dated July 29, 2022, requesting quarterly payment waiver
LEBA, INC.
11003 Rooks Rd., Pico Rivera, CA 90601
Tel (562) 695-0747 | Fax (562) 695-0530
July 29, 2022
Steve Carmona
City Manager
City of Pico Rivera
6615 Passons Blvd.

Pico Rivera, CA 90660
Dear Mr. Carmona,
I would like to acknowledge and thank the City of Pico Rivera’s generous accommodation in granting us the waiver and payment deferral extension.

We truly suffered unprecedented hardship due to the pandemic.

As you might expect, the preparation involved in programming events and coordinating with sponsors is a very involved process. The nature of the entertainment industry requires ample advance notice and time for the proper execution of events. Since the health order was lifted it has taken an exuberant amount of time and planning to re-start the operation and resume to a new “normal”.

As such, we deeply appreciate your consideration to extend another waiver for a quarterly payment, as well as any late fees accrued.

We look forward to a full cycle of continue programming and operations; and resuming our regular schedule of payments.

Very respectfully,
Leonardo Lopez
Enclosure 1
7a
To: Mayor and City Council
From: City Manager
Meeting Date: September 13, 2022
Subject: APPROVE A BUDGET ADJUSTMENT FOR THE SENIOR

CENTER RESTROOM ADA AND SAFETY IMPROVEMENT
PROJECT, CIP NO. 50036
Recommendation:

1. Approve fiscal year (FY) 2021-22 budget adjustments in the amount of $23,300 from Account No. 100.80.8230-52400 (Print, Duplicate and Photocopying) and $30,000 from Account No. 100.40.4010-54400 (Public Works Professional Services) to the Senior Center Restroom ADA and Safety Improvement Project, CIP No. 50036, (Account No. 100.80.8220-54500-CIP 50036).

Fiscal Impact:

Transfers in the amount of $23,300 from Account No.100.80.8230-52400 (Print, Duplicate and Photocopying) and $30,000 from Account No.100.40.4010-54400 (Public Works Professional Services) to the Senior Center Restroom ADA and Safety Improvement Project, CIP No. 50036, (Account No.100.80.8220-54500-CIP 50036) are necessary to balance the project account. Sufficient funds exist in both accounts for this transfer.

Discussion:

In FY 2021-22, the City Council approved a budget of $242,920 in CDBG funds for the Senior Center Restroom ADA and Safety Improvement Project, CIP No. 50036 (Restroom Project). Since the beginning of the project, funds of $53,300 have been expended on design services for the Restroom Project. While developing the 2022-2023 budget, it was recognized that the Senior Center Parking Lot ADA and Safety Improvement Project, CIP No. 50022 (Parking Lot Project), required additional CDBG funds for construction. The schedule for the Restroom Project was changed until a later date, allowing CDBG funds in the amount of $242,920 to be moved from the Restroom Project to the Parking Lot Project. On June 14, 2022, City Council authorized staff to transfer the $242,920 leaving the Restroom Project with zero funding.

Because $53,300 was previously expended on the Restroom Project, the project account has a negative balance of $53,300. We are unable to use CDBG funds for this design since the construction will be moved to a later date. To eliminate this negative balance, 8 CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022

APPROVE A BUDGET ADJUSTMENT FOR THE SENIOR CENTER RESTROOM ADA AND SAFETY IMPROVEMENT PROJECT, CIP NO. 50036

it is necessary to transfer the amount of $53,300 from other non-CDBG sources of funding. Sufficient funds within the Public Works Department Professional Services Account and Parks & Recreation Print, Duplicate and Photocopying Account are available to be transferred to eliminate the negative project balance.

Conclusion:

Staff recommends FY 2021-2022 budget adjustments in the amount of $23,300 from Account No. 100.80.8230-52400 (Print, Duplicate and Photocopying) and $30,000 from Account No. 100.40.4010-54400 (Public Works Professional Services) to the Senior Center Restroom ADA and Safety Improvement Project, CIP No. 50036, (Account No. 100.080.8220-54500-CIP 50036).

Steve Carmona
SC:TR:np
To: Mayor and City Council
From: City Manager
Meeting Date: September 13, 2022
Subject: ADA CITY HALL / CITY HALL WEST PROJECT (CIP NO. 50073) – AWARD CONSTRUCTION
Recommendation:

1. Approve the plans and specifications for the ADA City Hall / City Hall West Project, CIP No. 50073;

2. Award a construction contract (Enclosure 1) for a not-to-exceed amount of $596,900 to Empire Design & Build LLC for the ADA City Hall / City Hall West Project, CIP No. 50073, and authorize the City Manager to execute the contract in a form approved by the City Attorney;

3. Authorize the Public Works Director to process change orders in an amount notto-exceed 15% of the total construction contract amount, as needed, up to $89,535 for construction contingency;

4. Award a Professional Services Agreement (Enclosure 2) in the amount of $60,132 to Willdan Engineering to provide construction management services for the ADA City Hall / City Hall West Project, CIP No. 50073, and authorize the City Manager to execute the Agreement in a form approved by the City Attorney;

5. Authorize the Public Works Director to process change orders in an amount notto-exceed 15% of the total construction management contract amount, as needed, up to $9,020 for construction management contingency; and

6. Approve the Notice of Exemption (NOE) for the subject project (Enclosure 3) and authorize the City Clerk to file the NOE with the County Recorder, in accordance with the California Environmental Quality Act (CEQA).

Fiscal Impact:

The City participates in the Community Development Block Grant (CDBG) program and receives annual funding from the U.S. Department of Housing and Urban Development (HUD) under the Housing and Community Development Act of 1974, Public Law 93- 383. This project is fully funded by CDBG.
9 CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022 ADA CITY HALL / CITY HALL WEST PROJECT (CIP NO. 50073) – AWARD

CONSTRUCTION

On June 28, 2022, City Council authorized a budget of $563,561 for Community Development Block Grant (CDBG) Account No. 280.70.7300-54500-CIP.50073 in FY 2022-23, for the ADA City Hall / City Hall West CIP No. 50073 (Project), which includes Americans with Disabilities Act (ADA) improvements of both City Hall and City Hall West’s public restrooms and lobbies, as well as exterior paths-of-travel along parking lots and sidewalks.

Because the total engineer’s estimate exceeded the authorized budget, the exterior ADA improvements were bid as additive alternates. Supplemental funding has now been identified. Staff is requesting $258,122 in CDBG monies through reallocation of funds to Account No. 280.70.7300.54500-50073 pending approval as part of the agenda item for the substantial amendment to the FY 2022-23 CDBG Action Plan on September 13, 2022. There is no impact to the General Fund.

The revised Total Project Cost of $821,683 is detailed below.

Description Amount
FY 2022-23 Expenditures $2,000
Empire Design & Build LLC $596,900
Construction Contingency (15% Const.) $89,535
Construction Management $60,132
Construction Management Contingency (15% CM) $9,020
Project Management and Inspection staff $59,096
Labor Compliance $5,000
TOTAL PROJECT COST: $821,683
Funding Category Amount
280.70.7300-54500-CIP.50073 ADA City Hall / City Hall
West $821,683
TOTAL PROJECT BUDGET: $821,683
Background:

Portions of public restrooms, lobbies, paths-of-travel and parking lots at City Hall and City Hall West are not in compliance with current ADA standards.

In late 2021, the City retained Ware Malcomb to design improvements for the Project which will include reconstruction of partitions, plumbing, interior finishes, electrical and HVAC modifications, doors, flooring, ceilings, millwork, ADA wheelchair lift, asphalt, sidewalks, curbs, curb-ramps, ADA railings, striping and signage.

CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022 ADA CITY HALL / CITY HALL WEST PROJECT (CIP NO. 50073) – AWARD

CONSTRUCTION

Discussion:

Construction Contracting
The Project was posted on Planet Bids and advertised through the City’s website on June 14, 2022. On June 17, 2022, and June 24, 2022, the Notice Inviting Bids for the Project was published in the Los Cerritos Community Newspaper. On July 27, 2022, two (2) bids were received and opened by the City Clerk in a public forum.

The construction bid summary is as follows:

After review of the submitted bid proposal, staff determined Empire Design & Build LLC to be the lowest responsive and responsible bidder. Staff has verified Empire Design & Build LLC references and found their past performance on jobs of similar size and scope to be satisfactory. They performed extensive work for municipalities including, but not limited to, the cities of Laguna Woods, Santa Ana, Lynwood, Monterey Park, Jurupa Valley, and Moreno Valley. Their bonds, insurance documents, and City business license will be submitted and reviewed upon award, and their contractor’s license is current.

Construction Management
The selection of professional services funded by CDBG followed the consultant procurement process detailed in Chapter 5 of the CDBG Grants Management Manual.

On July 18, 2022, a Request for Proposals to provide construction management services for the Project was posted on Planet Bids and advertised through the City’s website. On July 18, 2022, notice of the RFP was posted on the Supplier Clearinghouse System for distribution to MBE/WBE businesses. On July 22, 2022, the Notice Inviting Proposals for the Project was published in the Los Cerritos Community Newspaper.

On August 8, 2022, a total of one (1) proposal was received. A technical panel consisting of three City staff engineers reviewed the proposal. The technical panel used qualifications-based selection criteria to evaluate the consultant. The selection criteria weighed several factors such as construction manager qualifications, experience on similar projects, and understanding of technical issues specific to this project funded with Federal CDBG funds.

Construction Company Bid Amount
Empire Design & Build LLC $596,900
MCEC, Inc. $1,196,000
CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022 ADA CITY HALL / CITY HALL WEST PROJECT (CIP NO. 50073) – AWARD

CONSTRUCTION

The consultant ranking summary is as follows:

Based on qualifications, experience and availability of personnel provided in the proposals, Willdan Engineering was the sole-highest ranked consultant and staff recommends Willdan Engineering to provide construction management services for the Project for a fee not-to-exceed $60,132. The selection of Willdan Engineering complies with the CDBG procurement process.

Project Management and Inspection
For this project, project management will be provided by Engineering staff from the Department of Public Works. Inspection services will be provided by staff from the Building Department.

Environmental Analysis
The California Environmental Quality Act (Section 21000, et. seq. of the California Public Resources Code, hereafter CEQA) requires analysis of agency approvals of discretionary “projects.” A “project,” under CEQA, is defined as “the whole of an action, which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” The Project is defined as a project under CEQA.

Staff has reviewed the Project to determine the required level of review under CEQA.

This Project is exempt under CEQA Categorical Exemption Class 1, 15301(a) - Existing Facilities (Enclosure 3), as it involves making interior and exterior minor alterations.

Because of the use of federal funding (CDBG) for the Project, the Project also qualifies for review under the National Environmental Policy Act (42 U.S.C. 4321 et seq, hereinafter NEPA). Staff has reviewed the Project to determine the required level of review under NEPA. This Project is Categorically Excluded Subject to Section 58.5 pursuant to 24 CFR 58.35 (a) as it removes material and architectural barriers that restrict the mobility and accessibility to elderly and disabled persons and rehabilitates and makes improvements to buildings that do not change the capacity by more than 20 percent.

Schedule
The anticipated schedule for the project is as follows:
• Award Construction ………….…. September 2022
Consultant Ranking Score
Willdan Engineering 1
CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022 ADA CITY HALL / CITY HALL WEST PROJECT (CIP NO. 50073) – AWARD

CONSTRUCTION

• Start Construction ………………. October 2022
• Complete Construction ………… January 2023
Conclusion:

Staff recommends the award of a construction contract to Empire Design & Build LLC, in the amount of $596,900 and an award of a Professional Services Agreement to Willdan Engineering to provide construction management services in an amount not-toexceed $60,132.

Additionally, staff recommends that the City Council authorize the Public Works Director/City Engineer to process change orders for construction and/or construction management services up to 15% of the contracts, amounting up to $89,535 for construction and up to $9,020 for construction management, if needed.

Steve Carmona
SC:TR:GE:np
Enclosures: 1) Construction Contract
2) Professional Services Agreement
3) CEQA Notice of Exemption

CITY OF PICO RIVERA CONTRACT FOR
ADA CITY HALL/CITY HALL WEST PROJECT; CIP PROJECT NO. 50073 THIS CONTRACT (“Contract”) is made and entered this 13th day of September, 2022 (“Effective Date”), by and between the CITY OF PICO RIVERA, a California municipal corporation (“City”) and Empire Design & Build LLC, a California corporation (“Contractor”). The Contractor and the City are sometimes referred to herein collectively as the “Parties” and singularly as “Party.” The Contractor’s California State Contractor’s license number is 1070970 A & B.

In consideration of the mutual covenants hereinafter set forth, the Parties hereto agree as follows:

1. Contract Documents. The Contract Documents consist of this Contract, the Notice Inviting Bids, Instructions to Bidders, Bid Proposal (including documentation accompanying the Bid Proposal and any post-Bid Proposal documentation submitted before the Notice of Award), the Bonds, permits from regulatory agencies with jurisdiction, General Provisions, Special Provisions, Plans, Standard Plans, Standard Specifications, Reference Specifications, Addenda, Change Orders, and Supplemental Agreements. In the event there is a conflict between the terms of the Contract Documents, the more specific or stringent provision shall govern. City shall decide which option is the more specific or stringent provision. The Contract Documents are attached hereto and incorporated herein by reference.

2. Scope of Services. The Contractor shall perform and provide all materials, tools, equipment, labor, and services necessary to complete the Work in a good and workmanlike manner for the project identified as ADA City Hall/City Hall West Project; CIP Project No. 50073 (“Project”), as described in the Contract Documents.

3. Compensation.

3.1 Contract Price and Basis for Payment. In consideration for the Contractor’s full, complete, and timely performance of the Work required by the Contract Documents, the City shall pay the Contractor for the actual quantity of Work required under the Bid Items awarded by the City, performed in accordance with the lump sum prices and unit prices for Bid Items, set forth in the Bidder’s Bid Schedule submitted with the Bid Proposal. The sum of the unit prices and lump sum prices for the Bid Items, awarded by the City is Five Hundred Ninety-Six Thousand Nine Hundred Dollars ($596,900.00) (“Contract Price”). It is understood and agreed that the quantities set forth in the Bidder’s Proposal for which unit prices are fixed, are estimates only and that the City will pay and the Contractor will accept, as full payment for these items of work, the unit prices set forth in the Bidder’s Proposal multiplied by the actual number of units performed, constructed, or completed as directed by the Engineer.

Enclosure 1
9a
Construction Agreement
EMPIRE DESIGN & BUILD LLC.

3.2 Payment Procedures. Based upon applications for payment submitted by the Contractor to the City, the City shall make payments to the Contractor in accordance with Section 7 of the Standard Specifications, as modified by Section 7 of the General Provisions.

3.3 Substitution of Securities. Pursuant to Public Contracts Code Sec. 22300 Contractor shall be allowed to substitute securities for any moneys withheld by the City to ensure performance under a contract, unless, federal regulations or policies, or both, do not allow the substitution of securities. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in this state as the escrow agent, who shall then pay those moneys to the Contractor. Upon satisfactory completion of the contract, the securities shall be returned to the Contractor.

4. Contract Time.

4.1 Initial Notice to Proceed. The City shall issue the “Notice to Proceed to Fulfill Preconstruction Requirements and Order Materials.” The date specified in the Notice to Proceed to Fulfill Preconstruction Requirements and Order Materials constitutes the date of commencement of the Contract Time of 60 Working Days. The Contract Time includes the time necessary to fulfill preconstruction requirements, place the order for materials, and to complete construction of the Project (except as adjusted by subsequent Change Orders).

The Notice to Proceed to Fulfill Preconstruction Requirements and Order Materials shall further specify that the Contractor must complete the preconstruction requirements and order materials within 10 Working Days after the date of commencement of the Contract Time; this duration is part of the Contract Time.

Preconstruction requirements include, but are not limited to, the following:
• Submitting and obtaining approval of Traffic Control Plans • Submitting and obtaining approval of the Stormwater Pollution Prevention Plan (“SWPPP”) Water Pollution Control Plan (“WPCP”)
• Submitting and obtaining approval of critical required submittals • Installation of the approved Project Identification Signs • Obtaining an approved no fee Encroachment Permit
• Obtaining a Temporary Use Permit for a construction yard • Notifying all agencies, utilities, residents, etc., as outlined in the Contract Documents
Construction Agreement
EMPIRE DESIGN & BUILD LLC.

4.2 Notice to Proceed with Construction. After all preconstruction requirements are met and materials have been ordered in accordance with the Notice to Proceed to Fulfill Preconstruction Requirements and Order Materials, the City shall issue the “Notice to Proceed with Construction,” at which time the Contractor shall diligently prosecute the Work, including corrective items of Work, day to day thereafter, within the remaining Contract Time.

5. Liquidated Damages for Delay and Control of Work.

5.1 Liquidated Damages. The Contractor and the City have agreed to liquidate damages pursuant to Section 6-9 of the General Provisions.

6. Additional Federal Requirements.

6.1 Payment of Prevailing Wages on Public Works Projects. In accordance with Labor Code Section 1770 et seq., the Project is a “public work.” The selected Bidder (Contractor) and any Subcontractors shall pay wages in accordance with the prevailing hourly rates determined by the Wage and Hour Division (WHD) of the United States Department of Labor or the general prevailing wage determinations by the State of California Department of Industrial Relations (DIR) whichever is higher. Copies of those rates are on file with the Director of Public Works and are available to any interested party upon request. The Contractor shall post a copy of the WHD/DIR’s determination of the prevailing rate of per diem wages at each job site. This Project is subject to compliance monitoring and enforcement by the WHD/DIR.

6.2 Federal-Aid Construction Contract. This CDBG funded Federal aid construction contract shall be in compliance with all Federal Labor Standard Providions of the U.S. Department of Housing and Urban Development Office of Davis Bacon and Labor Standards.

6.3 Additional Federal Requirements. Refer to the Federal Uniform Administrative Requirements under 2 CFR Part 200 et seq. and the U.S. Department of Housing and Urban Development Community Development Block Grant Program Handbook (“Federal Requirements”) for more information. Contractor should comply with all applicable Federal Requiremetns, as well as the Required Federal Contract Provisions included in Exhibit A, which are attached hereto and hereby incorporated by reference into this Contract. If there is any inconsistency between this Contract and the Federal Requirements, the Federal Requirements shall control to the minimum extent necessary to resolve the inconsistency.

7. Work After Stop Work Notice. Any work completed by the Contractor after the issuance of a Stop Work Notice by the City, shall be rejected and/or removed and replaced as specified in the applicable Section of the Special Provisions.

8. Antitrust Claims. In entering into this Contract, the Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec.§ 15) or under the Cartwright Act Construction Agreement
EMPIRE DESIGN & BUILD LLC.

(Business and Professions Code Section 16700 et seq.) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor without further acknowledgment by the Parties.

9. Prevailing Wages. The City and the Contractor acknowledge that the Project is a public work to which prevailing wages apply. The City has entered into the “Community Workforce Agreement” (“CWA”) with the Los Angeles and Orange Counties Building and Construction Trades Council attached as Appendix III to the Bid Documents, which requires the payment of prevailing wages on general public works contracts of greater than $250,000 and specialty contracts of greater than $50,000 and certain labor compliance provisions. Specialty contracts are entered into between the City and specialty contractors as defined in Business and Professions Code Section 7058, including Sections 832.02 through 832.62 of Title 16 of the California Code of Regulations.The Contractor awarded the Contract for the Work and all Subcontractors must agree to be bound by the CWA during performance of the Work. Each Contractor must submit a completed and executed Letter of Assent with its Bid Propoal; failure of a Bid Proposal to be accommpanied by the Contractor’s completed and executed Letter of Assent will render the Bid Proposal non-responsive and rejected. If awarded a Contract, the successful Contractor shall comply with provisions of the CWA, including without limitation: (i) craft labor hiring practices; (ii) alternative dispute resolution procedures for Site grievances and jurisdictional disputes; and (iii) prevailing wage rate responsibilities.

The CWA shall not apply if the City receives funding or assistance from any Federal, State, local or other public entity for the Construction Contract if a requirement, condition or other term of receiving that funding or assistance, at the time of the awarding of the contract, is that City not require, bidders, contractors, subcontractors or other persons or entities to enter into an agreement with one or more labor organization or enter into an agreement that contains any of the terms of the CWA. Public Works projects not covered by the CWA shall be subject to the prevailing wage requirements of the California Uniform Public Construction Cost Accounting Act which has been adopted by the City.

10. Workers’ Compensation. Labor Code Sections 1860 and 3700 provide that every contractor will be required to secure the payment of compensation to its employees. In accordance with the provisions of Labor Code Section 1861, by signing this Contract, the Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Contract.”

11. Miscellaneous Statutory Requirements.

11.1. Contractor License. Contractor shall possess a California contractor’s license type for the performance of the Project.

Construction Agreement
EMPIRE DESIGN & BUILD LLC.

11.2 Ineligible Contractor Prohibited. Any contractor or subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code is prohibited from performing work under this Contract.

11.3 Compliance with SB 854 Registration. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. No prime contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. No prime contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. The Contractor will be required to post job site notices as described in 8 California Code of Regulation section 16451(d).

11.4 Trenches, Excavations and Unknown Conditions. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Contract requires excavations more than four (4) feet in depth, the following shall apply. (a) Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract. (b) City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work shall issue a change order per Section 7-4 of the General Provisions. (c) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract.

Contractor shall retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the contracting Parties.

11.5 Trench and Pipeline Safety. If this Contract is for more than $25,000 and involves excavation of any trench, five feet or more in depth, the Contractor shall submit a detailed plan of shoring, bracing, sloping or other provisions to be made for worker protection in accordance with Labor Code Section 6705. Such plan shall be approved by a qualified representative of the City.

Construction Agreement
EMPIRE DESIGN & BUILD LLC.

11.6 Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunkline utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse Contractor for any costs incurred in locating, repairing damage not caused by Contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

11.7 Third Party Claims Notification. The City shall timely notify the Contractor in writing of any third-party claims relating to the Contract.

11.8 Unfair Business Practices Claims. The Contractor or subcontractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment by the Parties. (Section 7103.5, California Public Contract Code).

11.9 Day’s Work. Contractor acknowledges that under California Labor Code sections 1810, 8 hours of labor constitutes a legal day’s work. Contractor will forfeit as a penalty to City the sum of $25.00 for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Labor Code § 1810. (Labor Code § 1813).

11.10 Hazardous Materials and Unknown Conditions. Contractor shall notify City in writing of the discovery of any of the following conditions, without disturbing the condition, as soon as Contractor, or any of Contractor’s subcontractors, agents or employees have knowledge and reporting is possible:
(1) The presence of any material that the Contractor believes is hazardous waste, as defined in Section 25117 of the Health and Safety Code; (2) Subsurface or latent physical conditions at the site differing from those indicated in the specifications; or,
(3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of this character provided for in this Contract.

Pending a determination by City of appropriate action to be taken, Contractor shall provide security measures (e.g., fences) adequate to prevent the hazardous waste or physical conditions from causing bodily injury to any person.

Construction Agreement
EMPIRE DESIGN & BUILD LLC.

City shall promptly investigate the reported conditions. If City, through its Director of Community Development and Public Works, or his/her designee, and in the exercise of its sole discretion, determines that the conditions do materially differ, or do involve hazardous waste, and will cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the work, then City shall issue a change order.

In the event of a dispute between City and Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date and shall proceed with all work to be performed under the Contract. Contractor shall retain any and all rights which pertain to the resolution of disputes and protests between the Parties.

11.11 Payroll Records. Contractor shall maintain the certified payroll records required by Labor Code Section 1776 and shall report such records directly to the California Labor Commissioner as required by Labor Code Section 1771.4. The Contractor shall inform the City of the location of the records enumerated under Labor Code Section 1776, including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address.

11.12 Employment of Apprentices. Nothing in this Contract prevents Contractor or any subcontractor from employing properly registered apprentices in the execution of the Contract. Contractor is responsible for compliance with Labor Code Section 1777.5 for all apprenticeable occupations. This statute requires that contractors and subcontractors must submit contract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice’s work for every five hours of labor performed by a journeyman (unless an exception is granted under §1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in Labor Code Section 3077, who are in training under apprenticeship standards and who have written apprentice contracts, may be employed on public works in apprenticeable occupations.

11.13 Records and Inspection. Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

11.14 Ownership of Intellectual Property. All reports, documents or other written material (“written products”) developed by Contractor in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Contractor may take and retain copies of such written Construction Agreement
EMPIRE DESIGN & BUILD LLC.

products as desired, but no such written products shall be the subject of a copyright application by Contractor. If any state, federal, or local law requires mandatory copyright protection for Contractor’s work product, City shall comply with such laws to the extent feasible.

12. Termination.

12.1. Termination for Convenience. The City may terminate this contract, in whole or in part, with 30 days written notice to the Contractor when it is in the City’s best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City to be paid to the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. The Contractor may terminate this Contract, in whole, with 90 days written notice to the City.

12.2 Termination for Default. If at any time the Contractor is determined to be in material breach of the Contract, a Notice of Potential Breach of Contract shall be prepared by the City and will be served upon the Contractor and its sureties. If the Contractor continues to neglect or refuses to comply with the Contract or with the Notice of Potential Breach of Contract to the satisfaction of the City within the time specified in such Notice, the City shall have the authority to terminate the Contract for this Project.

12.3 Waiver of Remedies for any Breach. In the event that City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by City shall not limit City’s remedies for any succeeding breach of that or of any other term, covenant, or condition of the Contract.

13. Titles. The titles used in this Contract are for convenience only and shall in no way define, limit or describe the scope or intent of this Contract or any part of it.

14. Authority. Any person executing this Contract on behalf of the Contractor warrants and represents that he or she has the authority to execute this Contract on behalf of the Contractor and has the authority to bind the Contractor to the performance of its obligations hereunder.

15. Entire Contract. This Contract, including the Contract Documents and any other documents incorporated herein by specific reference, represents the entire and integrated Contract between the City and the Contractor. This Contract supersedes all prior oral or written negotiations, representations or agreements. This Contract may not be modified or amended, nor any provision or breach waived, except in a writing signed by both Parties that expressly refers to this Contract.

16. Attorney’s Fees and Costs. If either Party to this Contract is required to initiate or defend or made a party to any action or proceeding in any way connected with this Contract, the prevailing Party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable Construction Agreement
EMPIRE DESIGN & BUILD LLC.

attorney's fees. Attorney's fees shall include attorney's fees on any appeal, and in addition a Party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

17. Independent Contractor - The Contractor is and shall at all times remain as to the City, a wholly independent contractor. Neither the City, nor any of its officers, employees or agents shall have control over the conduct of the Contractor or any of the Contractors’ officers, employees or agents, except as herein set forth. The Contractor shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City, nor shall City officers, employees or agents be deemed the officers, employees, or agents of Contractor as a result of this Contract. The Parties further acknowledge the following: (i) that Contractor shall provide the services outlined in the Scope of Services directly to City; (ii) Contractor maintains a business location at the address listed under Section 19 that is separate and distinct from the City; (iii) Contractor contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Contractor advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Contract, Contractor provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Contractor has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the Project and the City’s business hours and City staff availability, Contractor may set its own hours and location of work.

18. Notice. Any notice, demand, request, document, consent, approval, or communication either Party desires or is required to give to the other Party or any other person shall be in writing and shall be deemed to be given when served personally or deposited in the U.S. Mail, prepaid, first-class mail, return receipt requested, addressed as follows:

To City: City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, California 90660
Attention: City Engineer
To Contractor: Empire Design & Build LLC
475 Duranzo Aisle
Irvine, CA 92606
Akram Rasouli, Manager

19. Prohibition Against Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Contract. Neither this Contract nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval Construction Agreement
EMPIRE DESIGN & BUILD LLC.

of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Contract shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

20. Counterparts. This Contract may be executed in counterpart originals, duplicate originals, or both, each of which is deemed to be an original for all purposes. [Signatures on following page]
Construction Agreement
EMPIRE DESIGN & BUILD LLC.

IN WITNESS WHEREOF, the Parties hereto have executed this Contract the day and year first above written.
“CITY”
City of Pico Rivera
By:

Steve Carmona, City Manager
ATTEST: APPROVED AS TO FORM:

By: By:

Anna M. Jerome, City Clerk Arnold M. Alvarez-Glasman,
City Attorney
“CONTRACTOR”

EMPIRE DESIGN & BUILD, LLC
Dated: By:
__________________, title
By:
__________________, title

PROOF OF AUTHORITY TO BIND

CONTRACTING PARTY REQUIRED
EXHIBIT “A”
Required Federal Contract Provisions
(2 C.F.R. Appendix II to Part 200)
A. Remedies - In addition to right to terminate or suspend the Contract contained herein, if Contractor fails to perform any of the obligations under this Contract, City may, in its sole discretion, require Contractor to cure any deficiencies in its performance by providing a Notice of Potential Breach of Contract in compliance with Section 12.2 of the Contract, specifying the applicable cure period to perform the requested cure items. If Contractor does not provide such a cure prior to the expiration of the cure period, Contractor shall be liable for the cost and expense incurred by City as a result of such default, including but not limited to the costs and expense associated with obtain a replacement Contractor to complete the Scope of Services. This provision shall not be interpreted to limit any administrative or civil penalties, sanctions, or remedies City may have under the City’s municipal code or under any applicable laws B. Termination for Cause and for Convenience – see Contract Section 12.

Termination
C. Equal Employment Opportunity – During the performance of this contract, the Contractor agrees to abide by the Equal Opportunity Clause of 41 CFR 60-1.4(a) or 41 CFR 60-1.4(b) for construction contracts.

D. Davis-Bacon Act & Copeland “Anti-Kickback” Act – The Contractor shall also be required to comply with the prevailing wage requirements of the Davis-Bacon Act (40 U.S.C. 3141-3418) as amended. Contractor also warrants that Contractor was not induced, by any means, from giving up any portion of the compensation due under this Contract by any City employee in breach of 40 U.S. C. 3145. For breach or violation of this warranty, City shall have the right, in its discretion, to terminate this Contract without liability, to pay only for the value of the work actually performed, or to deduct from this Contract Price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration
E. Contract Work Hours and Safety Standards Act – In addition to any provisions of the Contract related to contract work hours and safety standards, Contractor shall comply with the provisions of 40 U.S.C. 3701-3708, and another federal, state or local law related to work hours and occupational safety, as applicable.

F. Right to Inventions Made Under a Contract - If applicable, Contractor must comply with the requirements of 37 CFR Part 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 City.

G. Clean Air Act and Federal Water Pollution Control Act – Contractor agrees that it shall perform all duties and obligations under this Contract 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) as applicable. Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

H. Debarment and Suspension – Contractor shall have an active registration with the System for Award Management (“SAM”) The Contractor’s execution of this Contract shall constitute a certification under penalty of perjury under the laws of the State of California, that the Contractor or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining responsibility. Disclosures must indicate the party to whom the exceptions apply, the initiating agency, and the dates of agency action.

Exceptions to the Federal Government excluded parties
(https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

I. Byrd Anti-Lobbying Amendment - Contractor certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or City appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this Contract, or with the extension, continuation, renewal, amendment, or modification of this Contract.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Contract, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure.

The Contractor also agrees by signing this Contract that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

J. Procurement of Recovered Materials – Contractor shall comply with the requirements of the Solid Waste Disposal Act, Section 6002, as amended by the Resource Conservation and Recovery Act.

K. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment – Contractor shall not use any equipment prohibited by 2 CFR Section 200.216 in the performance of this contract and shall comply with all requirements included thereto.

L. Domestic Preferences for Procurements – To the extent practicable, Contractor shall abide by the provision of 2 CFR Section 200.322 that provides a preference for goods, products, or materials produced domestically.

M. Civil Rights Act – Contractor shall not deny benefits or services, or otherwise discriminate on the basis of race, color, national origin (including limited English proficiency), disability, age or sex (including sexual orientation and gender identity) in accordance with the following authorities: Title VI of the Civil Rights Act of 1964 (Title VI) Public Law 88-352, 42 U.S.C. 2000d-1 et seq., and the Department's implementing regulations, 31 CFR part 22; Section 504 of the Rehabilitation Act of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, 29 U.S.C. 794; Title IX of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's implementing regulations, 31 CFR part 28; Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101 et seq., and the Department implementing regulations at 31 CFR part 23.

N. Women and Minority Owned Businesses – Per 2 CFR §300.321, if subcontracting work under this Agreement, Contractor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include placing qualified small and minority businesses and women's business enterprises on solicitation lists; assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce;
O. CDBG Section 3 - The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located.

AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND

WILLDAN ENGINEERING

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and Willdan Engineering, a California Corporation (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as “Parties.”

2. RECITALS

2.1 City has determined that it requires professional services from a Consultant to provide construction management services for the ADA City Hall/City Hall West Project; CIP Project No. 50073.

2.2 Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

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

3. DEFINITIONS

3.1 “Scope of Services” Such professional services as are set forth in the Consultant’s August 8, 2022 proposal to City, attached hereto as Exhibit “A” and incorporated herein by this reference.

3.2 “Approved Fee Schedule” Such compensation rates as set forth in the Consultant’s August 8, 2022, proposal to City attached hereto as Exhibit “B.”

3.3 “Commencement Date”: September 13, 2022

3.4 “Expiration Date”: September 13, 2023

4. TERM
The Term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Expiration Date, unless extended by written agreement of the Parties or terminated in accordance with Section 22 below.

Enclosure 2
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5. CONSULTANT’S SERVICES

5.1 Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the Parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the sum of Sixty Thousand One Hundred Thirty-Two Dollars ($60,132.00) unless specifically approved in advance, in writing, by City.

5.2 Consultant shall perform all Work to the highest professional standards of Consultant’s profession and in a manner reasonably satisfactory to City.

6. COMPENSATION

6.1 City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule.

6.2 Consultant shall submit to City an invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, City shall notify Consultant in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice. City shall not withhold applicable taxes or other authorized deductions from payments made to Consultant.

6.3 Payments for any services requested in writing by City and not included in the Scope of Services shall be made to Consultant by City on a time-and-materials basis using Consultant’s standard fee schedule. Fees for such additional services shall be paid within sixty (60) days of the date Consultant issues an invoice to City for such services.

7. BUSINESS LICENSE
Consultant shall obtain a City business license prior to commencing performance under this Agreement.

8. COMPLIANCE WITH LAWS
Consultant shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Consultant shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of Agreement No. _______
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the foregoing, if Consultant is an out-of-state corporation or LLC, it must be qualified and registered to do business in the State of California pursuant to sections 2105 and 17708.02 of the California Corporations Code. Consultant shall at all times comply with applicable provisions the Federal Uniform Administrative Requirements under 2 CFR Part 200 et seq., the U.S. Department of Housing and Urban Development Community Development Block Grant Program Handbook, and the Required Federal Contract Provisions included in Exhibit C (“Federal Requirements”). The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

9. CONFLICT OF INTEREST
Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if both: (i) such work would require Consultant to abstain from a decision under this Agreement pursuant to a conflict-of-interest statute; and (ii) City has not consented in writing prior to Consultant’s performance of such work.

10. PERSONNEL
Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the Work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant’s services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City’s premises. Vanessa Munoz, Director of Engineering, shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s Project Administrator without City’s prior written consent.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant. If any state, federal, or local law requires mandatory copyright protection for Consultant’s work product, City shall comply with such laws to the extent feasible.

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12. INDEPENDENT CONTRACTOR

12.1 Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not, at any time, represent that it is, or that any of its agents or employees are, in any manner, employees of City.

12.2 The Parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship, jointemployer relationship, or any other relationship between Consultant or Consultant’s employees except as set forth in this Agreement.

12.3 City shall have no direct or indirect control over Consultant’s employees or subConsultants with respect to wages, hours, and working conditions. In addition, City shall not deduct from the Compensation paid to Consultant any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to Consultant, Consultant’s employees or Subconsultants. City shall have no responsibility to provide Consultant, its employees or Subconsultants with workers’ compensation insurance or any other insurance.

12.4 The Parties further acknowledge the following: (i) that Consultant shall provide the services outlined in the Scope of Services directly to City; (ii) Consultant maintains a business location at the address listed under Section 20 that is separate and distinct from the City; (iii) Consultant contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Consultant advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Consultant provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Consultant has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the project and the City’s business hours, Consultant may set its own hours and location of work.

13. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written consent of City. City shall grant such consent if disclosure is legally required. Upon request, all City data and any copies thereof shall be returned to City upon the termination or expiration of this Agreement.

14. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES
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No official or employee of the City shall be personally liable to Consultant in the event of any default or breach by City, or for any amount which may become due to Consultant.

15. INDEMNIFICATION

15.1 The Parties agree that City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to City. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify and protect City as set forth herein.

Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

15.2 To the full extent permitted by law, Consultant shall indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant or any of its officers, employees, servants, agents, or subcontractors in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Consultant fees. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

15.3 City shall have the right to offset against the amount of any compensation due Consultant under this Agreement, any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this Section 15 or related to Consultant’s failure to either: (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

15.4 The obligations of Consultant under this Section 15 will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees, and volunteers.

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15.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Consultant fees.

15.6 City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

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

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

16. INSURANCE

16.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages Agreement No. _______
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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:

16.1.1 Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) per occurrence / Two Million Dollars ($2,000,000) in the annual aggregate, including products and Completed operations hazard, contractual insurance, broad form property damage, independent Consultants, personal injury.

16.1.2 Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per occurrence or claim, $2,000,000 aggregate

16.1.3 Worker’s Compensation insurance as required by the laws of the State of California.

16.1.4 Professional Liability insurance against errors and omissions in the performance of the work under this Agreement with coverage limits of not less than One Million Dollars ($1,000,000).

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

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

16.4 Consultant agrees that if it does not keep the aforesaid insurance in full force and effect, City may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.

16.5 At all times during the term of this Agreement, Consultant 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, for the general liability and automobile liability policies, naming the City as an additional insured. Consultant shall, prior to commencement of Work under this Agreement, file with City’s Risk Manager such certificate(s).

16.6 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. Consultant shall provide such proof to City at least two weeks prior to the expiration of the coverages.

16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming 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 Agreement No. _______
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thirty days’ prior written notice to City. 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.

16.8 The general liability and automobile policies of insurance provided by Consultant shall be primary to any coverage available to City. Any insurance or selfinsurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

16.9 All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against the City.

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

16.11 Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to indemnify, hold harmless and defend under Section 15 of this Agreement.

16.12 If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

17. MUTUAL COOPERATION

17.1 City shall provide Consultant with all pertinent data, documents, and other requested information as is reasonably available to City for the proper performance of Consultant’s services under this Agreement.

17.2 In the event any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require.

18. RECORDS AND INSPECTIONS
Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, Agreement No. _______
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during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

19. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

20. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).

If to City: If to Consultant:

Steve Carmona, City Manager
City of Pico Rivera
PO Box 1016
6615 Passons Blvd.

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Vanessa Munoz, Director of Engineering
Willdan Engineering
13191 Crossroads Parkway North
Suite 405
Industry , CA 91746
With a courtesy copy to:

Arnold M. Alvarez-Glasman, City Attorney
Alvarez-Glasman & Colvin
13181 Crossroads Parkway North
Suite 400 - West Tower
City of Industry, CA 91746
Facsimile: (562) 692-2244

21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph

17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.

22. TERMINATION
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22.1. City shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Consultant. Consultant shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to City. The effective date of termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City’s obligation to pay Consultant shall be limited to payment only for those services satisfactorily rendered, as solely determined by the City, prior to the effective date of termination. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

22.2 If City terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satisfactorily performed, as solely determined by the City, at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

23. ASSIGNMENT
Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any Party other than Consultant.

24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

24.1 In the performance of this Agreement, Consultant shall not discriminate against any employee, subcontractor, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant will take affirmative action to ensure that subcontractors, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.2 Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.3 Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

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25. WARRANTIES

25.1 Each Party has received independent legal advice from its attorney with respect to the advisability of entering into and executing this Agreement, or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. 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.

25.2 In executing this Agreement, each Party 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.

25.3 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.

26. CAPTIONS

26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.

26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

27. NON-WAIVER

27.1 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach Agreement No. _______
Professional Services Agreement

WILLDAN ENGINEERING

or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing.

27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.

27.3 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

28. COURT COSTS AND ATTORNEY FEES
In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.

29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

31. COUNTERPARTS
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 Agreement No. _______
Professional Services Agreement

WILLDAN ENGINEERING

any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile or email 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 or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.

32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties. Amendments hereto or deviations here from shall be effective and binding only if made in writing and executed by City and Consultant.

33. MANDATORY FEDERAL PROVISIONS
Consultant acknowledges that the funding associated with the Scope of Services under this Agreement requires compliance with the Federal Uniform Guidance under 2 CFR 200 and any guidance provided by the U.S. Department of Housing and Urban Development associated with the Community Development Block Grant (“CDBG”) Program. Consultant agrees that it will be responsible for ensuring compliance with all required federal and CDBG requirements, including but not limited to those listed under Exhibit C, which are attached hereto and incorporated here by reference. Should any conflict arise between the requirements of Exhibit C and this Agreement, the provisions of Exhibit C shall control to the minimum extent required to resolve such conflict.

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY” “CONSULTANT”

CITY OF PICO RIVERA WILLDAN ENGINEERING
______________________________ ___________________________________ Steve Carmona, City Manager Vanessa Munoz, Director of Engineering Dated: ________________________ Dated: _____________________________ Agreement No. _______
Professional Services Agreement

WILLDAN ENGINEERING

ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Anna M. Jerome, City Clerk Arnold M. Alvarez-Glasman, City Attorney

EXHIBIT A

SCOPE OF SERVICES
City of Pico Rivera
Proposal
August 8, 2022
Construction Management and Labor
Compliance Services For ADA City Hall/
City Hall West
City Project No. 50073
ADA City Hall / City Hall West, CIP No. 50073
i

1. Cover Letter
August 8, 2022
Gene Edwards
Project Manager
City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, CA 90660
Subject: Request for Proposal – Construction Management and Labor Compliance Services for the ADA City Hall / City Hall West, CIP No. 50073.

Dear Mr. Edwards:

Willdan Engineering (Willdan) is especially qualified to provide construction management and construction inspection services for the City of Pico Rivera’s ADA City Hall / City Hall West, CIP No. 50073. Our firm has nearly 58 years of experience providing similar services to client cities and districts throughout California.

Willdan Engineering is located at 13191 Crossroads Parkway North, Suite 405, Industry, CA 91746. Mr. Chris Baca, RCI, CESSWI, our proposed Project Manager, is authorized to bind the firm to this proposal and any further proposed agreements, and will be the City’s main point of contact. He can be contacted at the following:

Chris Baca, RCI, CESSWI
Willdan Engineering
13191 Crossroads Parkway North, Suite 405, Industry, CA 91746 (310) 502-6335 | (562) 695-2120 | [email protected]
Willdan Engineering, as the primary consultant, intends to perform the agreement as a single proposer and bear the responsibility for the work defined in the City of Pico Rivera’s RFP issued July 18, 2022. We can provide all requested services in-house without the need for a subconsultant.

This proposal is a firm offer and is valid for a period of 90 days from the date of this submittal.

We are confident that our construction engineering services, coupled with our recent City of Pico Rivera experience, provide the best advantage for the City as you take on these important projects. If there are any questions regarding this submittal or our qualifications, please contact Mr. Baca at the above-mentioned information.

Respectfully submitted,

WILLDAN ENGINEERING
Chris Baca, RCI, CESSWI
Director of Construction Management and Inspection Services 910005/WW.00.50/P22-250_23653
City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
ii
Table of Contents

1. Cover Letter ........................................................................................................................................... i

2. Executive Summary ............................................................................................................................... 1

3. Proposed Team ..................................................................................................................................... 2 In-House Services .......................................................................................................................................... 2 Project Team ................................................................................................................................................. 3

4. Methodology ........................................................................................................................................ 4 Project Understanding .................................................................................................................................. 4 Project Approach ........................................................................................................................................... 4 Critical Items to the Project ........................................................................................................................... 4 Federal and State Knowledge ........................................................................................................................ 5 Quality Control and Quality Assurance Procedures ...................................................................................... 5 Scope of Services ........................................................................................................................................... 6

5. Statement of Qualifications - Project Experience .................................................................................... 9

6. Estimated Schedule ............................................................................................................................. 11

7. Required Forms ................................................................................................................................... 13 Non-Collusion Affidavit ............................................................................................................................... 13 Acknowledgement of Compliance with Insurance Requirements .............................................................. 14 Certification of Proposal .............................................................................................................................. 15

8. Allocation Resource Matrix ................................................................................................................. 16

9. Cost Proposal ...................................................................................................................................... 16

10. Deviations from RFP and Agreement ................................................................................................. 16

11. Appendix .......................................................................................................................................... 17 Resumes ...................................................................................................................................................... 17 City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
1 2. Executive Summary
Our staff is exceptionally qualified and experienced in providing professional construction management and construction inspection services for municipal electrical and telecommunication infrastructure improvement projects. We are well suited to partner with the City of Pico Rivera to achieve a fast-track approach for the City’s development projects. The following are just a number of advantages Willdan brings to the City:

City of Pico Rivera Experience. Willdan has provided construction management and inspection; labor compliance; traffic, city, civil, right-ofway, and geotechnical engineering; building inspection; and special district financing to the City of Pico Rivera. Through these services, we developed a keen understanding of the City's municipal goals and objectives. In addition to the City of Pico Rivera, Willdan provides construction management services to nearby cities such as South Gate, Inglewood, Paramount, Lynwood, Downey, Bellflower, La Puente, and Long Beach.

This knowledge and
experience enable us to
quickly initiate projects and
respond appropriately to City
staff.

CDBG Project Experience. Willdan has extensive experience providing Construction Management and Labor Compliance for CDBG funded projects, including City of Bell Gardens, Cerritos, Commerce, Highland, Lakewood, Lawndale, Los Alamitos, Maywood, Ridgecrest, Rosemead, Sierra Madre, South El Monte, South Gate, Paramount, and Pico Rivera.

On a continuous basis for more
than 58 years, Willdan has
provided construction
management and labor
compliance monitoring and
enforcement services for public
works projects.

Staffing Resources. Our in-house staffing resource bench of licensed and technical experts includes specialists in construction management and construction inspection, water resources, electrical resources, public outreach, labor compliance, drainage and flood control, utility coordination, geotechnical engineering and material testing/inspection, and construction staff augmentation. We have assembled a team of professionals who are committed to providing the City with top-quality service.

We provide complete service
excellence in all disciplines; the
ultimate expectation of our
staff is to respond promptly
and precisely to the needs and
requests of the client.

Turnkey Services. Willdan provides expert in-house construction management services for a full spectrum of project needs, including resident engineering, construction inspection, labor compliance monitoring and enforcement, material testing, special inspection, public outreach, and utility coordination.

All requested services will be
provided with in-house staff.

Close Proximity to the City. Our office located in Industry is within 10 miles of Pico Rivera’s City Hall. This proximity allows us to respond to requests for services, meetings, and/or documents with prompt, dependable service.

Our office located in Industry is
within 10 miles of Pico Rivera’s
City Hall.

Effective Communication. Our proposed staff understands how important daily communication is during the construction process.

Willdan provides cellphones and iPads to our staff in the field to maintain communication with their clients. Willdan Project Management staff and our Construction Observer will work collaboratively with contractors and developers to advance them through the construction project process. Our Construction Observer will communicate with the public and address any concerns.

Our Project Manager will
communicate with City staff
regularly to guarantee on-time
service delivery and customer
satisfaction.

Large Company with Boutique Company Approach. We have the resources of a large company but are staffed by individuals who respect our clients' unique needs. Every Willdan employee – including those working at City offices – seeks to understand each city's goals, policies, and practices based upon what is written in their general plans and development codes and how those goals and policies have been applied over time. This approach has contributed to Willdan’s success.

We have worked with nearly
90% of California cities and
counties to deliver 13,000+
projects, serving over 3,400
clients.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
2 3. Proposed Team
Willdan Engineering, a California corporation since 1964, is a subsidiary of Willdan Group, Inc., a publicly-traded Delaware corporation. Services are provided to nationwide clientele through our subsidiary firms – Willdan Engineering, Willdan Energy Solutions, and Willdan Financial Services – that offer a portfolio of diversified capabilities. Willdan provides civil, special district, and structural engineering; planning; financial and economic consulting; geology and geotechnical engineering; environmental health and safety; and energy efficiency solutions services. Willdan specializes in solutions tailored to the unique needs of municipalities and other local government agencies. Services range from full-time, in-house staffing to interim or part-time assistance on a project-by-project basis.

In-House Services
Willdan provides comprehensive in-house construction management services to our clients. We have successfully provided these services to California agencies for over 58 years. The graphic below summarizing our construction management in-house services.

Construction Management and Inspection Services
Willdan provides expertise in all areas of project and construction management, construction administration, construction inspection and observation, grant funding administration and compliance, labor compliance, and community relations. Willdan's corporate philosophy emphasizes strong leadership, cost effectiveness, timely performance, and consistent reciprocal communication with clients and internal and external resources.

Our resident engineers, construction managers, and construction inspectors offer reliable service, quality workmanship, use of good judgment, fair and equitable treatment, and adherence to our corporate integrity. These experienced team members identify and correct discrepancies, ambiguities, omissions, or conflicts in plans, specifications, and bid schedules that might generate misinterpretation and/or lead to agency and contractor disagreements. Our professionals are adept at anticipating issues before they arise through continual review of project plans, specifications, contractors’ schedules, and contract documents. Potential problems are brought to the attention of the City's Project Manager and/or the contractor, along with constructive recommendations for solutions, so that costly delays and negative impacts to the public and the project are avoided.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
3 Labor Compliance Services
Willdan has provided Labor Compliance services for
over 30 years. Our team can assist the City in
compliance with applicable Federal, State, County and
local labor laws. Our labor compliance staff members
have completed monitoring and enforcement assignments for public agencies throughout California. Willdan’s Labor Compliance Management process has been perfected through continual reviews and updates. It maximizes efficiency and minimizes costs while optimizing client comfort. We provide contractor support by phone and email to insure a smooth process throughout the project.

Project Team
Willdan offers the City of Pico Rivera a highly qualified team of professionals with the technical qualifications and diverse capabilities necessary to undertake public works observation for the City’s ADA City Hall / City Hall West, CIP No. 50073.

Brief biographies of our project team, detailing their qualifications are provided herein. Resumes of our key team members have been provided in the appendix of this proposal. Comprehensive resumes will be provided upon request.

Willdan understands that key personnel assigned on projects shall not be reassigned without prior written approval from the City.

Name and Role Relevant Certifications Qualifications
Chris Baca, RCI, CESSWI
Project Manager
37 Years’ Experience
 BS, Public Administration,
California State University,
Fullerton
 California, Division IV,
Public Works, RCI No. 4161
 California, Division I,
Engineering, RCI No. 5161
 37 years of experience includes construction
management of large-scale projects in areas of water
systems; street improvements; park improvements;
storm drains; sanitary sewers; asphalt resurfacing,
including asphalt-rubber products; concrete paving;
landscaped medians; and traffic signals.
 Experienced with federally funded and state funded
projects, including CDBG funded projects.

Mike Jasminski
Construction Manager
40 Years’ Experience
 BS, Engineering, Worcester
Polytechnic Institute,
Worcester, MA
 Licensed Professional
Engineer CA and NV
 California Emergency
Management Agency,
63153
 Over 40 years of experience in various building trades including ADA improvements to full renovations
 Experienced with federally funded and state funded
projects, including CDBG funded projects.

Jane Freij
Labor Compliance Manager
30 Years’ Experience
 BA, Linguistics (Summa Cum
Laude), University of Kansas
 Attorney Assistant Training
Program, Litigation/
Corporations, University of
California, Los Angeles
 Experienced Project Manager/Labor Compliance
Manager with a proven record of profitability achieved
through comprehensive and effective management of
time and budget.
 Provides labor compliance monitoring and
enforcement services for federally funded projects
under EPA, FHWA, FTA, CDBG, HUD, and DOE, as well
as state and locally funded public works projects.

Amanda Perez
Labor Compliance
Specialist
13 Years’ Experience
 AS, Human Resources
Management, Mount San
Antonio College
 AS, Business
Administration, Mount San
Antonio College
 Regularly assists the Manager with larger-scale labor compliance contracts, from a variety of funding
sources, including CDBG, and provides detailed labor
compliance monitoring, verification, and enforcement
services.
 Experienced with methodical and precise technical and legal document editing and has completed training in
federal and state labor law offered through LCPtracker.

Labor Compliance Expertise
Currently, Willdan is retained by the Cities of
Bellflower, Brea, Cerritos, Coalinga, Commerce,
Corona, Downey, Hawaiian Gardens, Highland,
Inglewood, La Puente, Lakewood, Long Beach,
Norwalk, Paramount, Pico Rivera, Pomona,
Rancho Palos Verdes, Rialto, Ridgecrest, Rolling
Hills Estates, San Fernando, Sierra Madre, South
Gate, Winters, and Yorba Linda, as well as
BrightView Landscape Development, Gateway
Management Authority (a multi-agency
membership organization), Mariposa County, and
Snyder Langston and its sister company, SL
Residential, to provide labor compliance services.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
4 4. Methodology
Project Understanding
Willdan’s reputation for providing construction management and labor compliance services is well known within the construction industry. Our staff possesses the required registrations and certifications to provide comprehensive support. Willdan understands the City of Pico Rivera requires the services of a qualified engineering consultant to provide construction management and labor compliance services for the ADA City Hall and City Hall West Project No. 50073. The Project construction to be managed includes improvements to City Hall and City Hall West, needed for compliance with Americans with Disabilities Act (ADA) regulations.

Project Approach
Willdan provides expertise in all areas of construction management, inspection, labor compliance, and community relations to residents and businesses affected by construction. Our experienced team members serve as construction managers, resident engineers, and inspectors and provide significant insight for identifying and correcting discrepancies, ambiguities, omissions, or conflicts in contract documents that could generate misinterpretation and/or disagreements between the City and the contractor. Our goal is to anticipate or diminish potential problems before they arise through continual review of project plans, specifications, contractor’s schedule, and other contract documents.

Our team is adept at:
 Anticipating job site problems and dealing with issues in a professional, straightforward fashion  Calling job site problems to the project manager’s and/or contractor’s attention  Offering constructive recommendations and achieving cooperation from the contractor  Addressing concerns of the public
Our approach to issue resolution is to:
 Obtain and document the facts surrounding the issue
 Develop reasonable solutions in conjunction with the contractor and City project manager  Respond quickly and effectively so that job progress and quality do not suffer Through close communication with the City’s project staff, timely corrective action is taken to alleviate potential adverse impacts of work progress, costly change orders, and construction claims.

Critical Items to the Project
Willdan’s staff reviewed the plans and specifications for the project and has determined challenges the City may face on their upcoming projects along with Willdan’s approach and solution to these challenges.

Challenges and Solutions
Challenge 1
Keeping
‘Normalcy’ at
City Hall
One of the biggest challenges on this project will be to keep the normal functions in City Hall for both the Public and the City staff during construction. Accommodations may have to be made for temporary trailers to house City departments. Disruptions in workflow is to be anticipated but minimized to reduce impact on the Public and City staff.

Challenge 2
Maintain
Safe Access
to City Hall
The second challenge will be to maintain a clear path of travel to both ingress and egress to the City Hall. A safe path of travel with correct signage must be maintained at all times during construction. Preplanning must take place before travel paths are altered. The same care and attention to detail that is taken when a street is closed. Detours may be set up and created to keep the public and staff safe at all times.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
5 Federal and State Knowledge
Quality Control and Quality Assurance Procedures
Willdan will perform Quality Assurance and Quality Control of this project through a diligent review of all work and documentation. Quality Assurance and Quality Control will begin with the pre-construction meeting, at which time the scope of the project and control requirements will be reviewed with the General Contractor. Once construction begins, the next step in the Quality Control process will be the verification of materials and components to be installed.

Willdan CM will work with the code compliance inspectors to closely monitor the project to ensure compliance with all contract requirements. Our CM will provide regular updates to the Contractor and City’s PM regarding the current status of the inspections and will documents all required deficiencies for discussion at the weekly meetings. The basic goal of the quality assurance plan is to provide quality work delivered on time and within budget. We do this by adhering to the following steps.

Willdan adopted Caltrans' Construction Manual (LAPM) as our in-house quality standard and have incorporated Caltrans' prescribed standards and procedures into our everyday inspection routine. This ensures we meet federal and state guidelines from the start.

Contractor Compliance
Our CM has extensive experience with a myriad of public works projects and our staff has a clear understanding of the issues surrounding inspection of the work. For example, when constructing sidewalks and ADA-compliant ramps, our inspector will ensure adequate subgrade compaction has been achieved. The CM will monitor the work for conformance with the plans, specifications, and ADA requirements. The concrete ticket will be checked to ensure materials match the approved mix design. A smart level will be used to check forms and the contractor will not be allowed to place concrete until the CM is assured the work meets all City and other applicable standards. Willdan’s CM will monitor the contractor’s operations for conformance with City compaction standards by working with the City’s approved material testing lab and will not accept any trench backfill or allow any pavement repair until proper compaction is verified by the lab.

Address contractor
coordination issues
Identify key dates
to maintain the
project schedule
Investigate
constructability
Discuss project
sequencing Track progress
Quality Control Methodology
Willdan’s team is unique in that it is structured
as an integrated unit with close communication
between team members and interlocking
responsibilities that provide good coverage of
all elements of construction engineering, while
at the same time having minimal overlap of
duties to avoid misunderstandings of assigned
responsibilities and reduce costs. This structure
provides a natural quality assurance/control
system for the team.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
6 Schedule Control
A critical path method master schedule will be prepared following the notice to proceed. The schedule will identify major items of work and will be the vehicle for monitoring, controlling, and tracking progress.

The schedule will be updated monthly to reflect actual and forecasted completions. This allows our project managers to anticipate and forecast potential issues and develop an advanced strategy to proactively mitigate problems before they impact the schedule. As part of our effort to meet the City of Pico Rivera’s performance expectations and meet project deadlines, common scheduling alerts will be set up using the notifications application in iOS or Outlook Calendar to alert the Project Manager and Construction Manager of deadlines for the project. Of course, not all projects can meet strict processing deadlines due to complex issues that might, for example, require an approval or information from an outside agency. Under such circumstances, the City Project Manager will be immediately notified of any potential project delay. Strategies will be developed and implemented to resolve project challenges and expedite the approval of the affected projects. As the Project Manager, Mr. Baca will monitor all progress on a weekly basis.

Budget Control
The budget control system is prepared in accordance with the work breakdown structure. The budget becomes the control against which performance is measured. The budget is time phased by combining project master scheduling data with budget data. Actual costs are compared with budgeted costs and variances analyzed. Deviations between planned and actual cost can then be evaluated to forecast and control future work. Beginning with electronic timekeeping, project hours are assigned to the appropriate tasks and subtasks and booked as work-in-process. Pre-bill reports are generated that identify the hours to be billed along with any other direct charges to the project. This is the information used to determine each month's invoicing. Once hours and charges are billed, they are shifted from Work-in-Process to Accounts Receivable to ensure that billed hours are inactivated. Monitoring is easily accomplished through team member progress updates and comparisons between the scope of work, schedule, and budget.

Safety / Covid-19 Procedures
Our staff has been directed to minimize face-to-face meetings to the extent possible and practice social distancing when in-person meetings are necessary. Our field personnel are required to wear PPE at all times on job sites, including face coverings and glasses, and to limit close interactions with contractor personnel. In order to ensure effective communication during meetings throughout the construction process, Willdan utilizes Cisco WebEx Teams to conduct online meetings. This software allows for meeting attendees to share computer screens, so that all attendees can review reference documents that need to be shared, such as photos, plan sheets, etc., while working remotely from different locations.

Scope of Services
Construction Management
The Construction Manager will manage and
coordinate all aspects of the project including
delivering the project on time and within budget.

1. Assist City with public awareness and information
program to keep residents and local stakeholders
advised of project status.

2. Prepare construction file. A copy of Willdan’s LAPM
file checklist can be provided upon request.

3. Ensure contractor distributes public construction
notices and places construction and information
signs.

4. Prepare special concerns to be presented at
preconstruction conference.

5. Conduct preconstruction meeting, prepare meeting
minutes, and distribute to attendees.

6. Review contractor’s safety program in consultation
with City staff.

7. Through Willdan’s system of project control,
monitor activities related to project such that
project is constructed in timely fashion pursuant to
contract documents and LAPM.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
7 8. Log, track, and process submittals, RFIs, releases for construction (RFCs), contract change orders (CCOs),
field directives, notices of proposed change (NOPCs),
non-conformance reports (NCRs), construction
schedule, and detailed traffic control plan.

9. Closely review schedule and advise contractor to take action on schedule slippage.

10. Document contractor’s 20-day notices, mechanic’s
liens, and stop notices.

11. Assume responsibility for coordination with building inspection personnel and City staff.

12. Monitor and coordinate activities of design
engineering support, surveying, and testing.

13. Coordinate contractor’s field work with utility
companies and other agencies.

14. Prepare weekly statement of working days and
submit to contractor and City.

15. Establish and conduct weekly construction progress
meetings to:
a. Resolve all old business issues to maximum extent
possible
b. Address all items of new business as presented by
any party
c. Review project schedule and address any deviations
d. Review submittal log in terms of items needed and
resubmittals required and review RFI, RFC, CCO,
NCR, and NOPC logs
e. List status of construction items recently
undertaken or ongoing
f. List planned construction items for next two weeks
(two-week look ahead schedule)
g. Review SWPPP issues
h. Review contractor’s safety program

16. Prepare minutes for weekly construction progress
meeting.

17. Provide claims mitigation monitoring, including
proactively applying foresight to discover unforeseen
conflicts prior to contractor encounter.

18. Evaluate and respond to contractor’s requests for
clarification of plans and specifications.

19. Ensure that all questions, conflicts, and issues are immediately brought to City’s attention and
addressed with appropriate directives to contractor.

20. Conduct special site meetings, when necessary, with contractor and City staff to review job progress,
scheduling, and coordination.

21. Perform quantity, time, and cost analyses required for negotiation of contract changes.

22. Negotiate and prepare change orders, including
memorandum of explanation and cost estimates, to
substantiate change order and send to City for review.

23. Monitor and perform immediate and thorough
analysis of validity of all potential claims that arise.

24. Maintain all data for change orders and record
information with regard to time of dispute, time of
notification by contractor, and action taken by
inspector.

25. Monitor materials documentation and testing results and enforce corrections.

26. Review for approval contractor’s progress payment
requests, including verifying LAPM compliance status
and impact on payment; negotiate differences over
amount with contractor; and process payments
through City's Project Manager.

27. Monitor preparation of punch list at substantial
completion and follow up.

28. Routinely review construction files to ensure
conformance to City standards and good construction
management practices.

29. Ensure City receives as-built set of drawings at
completion.

30. Assist City with stop notices and release of retention.

31. Provide memorandum of clearance to issue notice of
completion.

32. Finalize and deliver all construction files and supplies to City for their records.

Labor Compliance
Labor Compliance Monitoring and Enforcement
will be provided to ensure the project conforms to
all Federal and State Regulations.

1. If applicable, attend pre-bid conference to present
general requirements of bid preparation for project.

2. Verify applicable wage determination 10 days prior to bid opening and document verification as required. If
wage determination has changed from what appears
in project specifications, provide addendum and
proof of receipt by bidders.

3. Verify eligibility of selected contractor and its
subcontractors to receive contract awards by
confirming current, active license status with State of California Contractors License Board and nonappearance on Federal List of Parties Excluded.

4. Attend preconstruction conference to present federal labor compliance requirements to contractor and
subcontractors and prepare minutes and attendance
record.

5. Verify and document jobsite posting of wage rate
information and labor compliance posters.

6. Receive and review labor compliance documentation
from inspectors and compare with contractorsubmitted documents. Monitor weekly payroll documentation on continuous basis, including
certified payroll reports, fringe benefit statements,
apprenticeship documentation, and payroll deduction
authorizations.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
8 7. Follow up with contractor by telephone and/or
certified mail regarding required document
submittals and payroll discrepancies.

8. Coordinate withholding of progress and/or retention
payments with County staff if contractor fails to abide by labor compliance requirements.

9. Receive, pursue, and document labor complaints and
recommend special action to be taken if contractor
continuously fails to comply with requests and
requirements.

10. Maintain content and format of federal labor
compliance file in conformance with applicable
government requirements.

11. Coordinate project file reviews by authorized county, state, and federal agencies.

12. Submit complete labor compliance file to City for
retention.

Project Closeout
The Construction Manager and Construction
Inspector will assist the City in the Project Closeout
Phase.

1. Review, finalize, and transmit the contractor’s
approved record drawings (as-built) to the City.

2. Schedule a final inspection with the City and
applicable agencies; prepare, distribute, and inspect
corrections to the final punch list for completion; and recommend final acceptance.

3. Secure and transmit required guarantees, affidavits, releases, waivers, and operation manuals to the
City’s Project Manager.

4. Finalize contract bid items, claims, change orders,
and punch list items.

5. Prepare documentation for final payment to the
contractor.

6. Prepare all final reports including report of
completion for acceptance of the projects.

7. Finalize and deliver all construction files to the City ready for archiving in both electronic and hard
copies.

8. Assist the City’s Project Manager with resolving any unresolved issues, including, but not limited to,
change orders, claims, etc.

9. Complete documentation required by various funding
sources and other regulatory authorities.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
9 5. Statement of Qualifications - Project Experience
The clients we have chosen to verify our reputation and qualifications will confirm our dedication to expert technical ability, excellent service, and project commitment. We encourage City of Pico Rivera to contact these references.

Pio Pico Park Improvements (2019) Project Funding: CDBG City of Pico Rivera
6615 S. Passons Blvd.

Pico Rivera CA 90660
Client Contact:

Kenner Guerrero, Associate Engineer
(562) 801-4351
Contract Amount: $7,525.00 Project Cost: $463,000.00
Willdan provided labor compliance monitoring and enforcement for the City’s CDBG-funded Pio Park Improvements.

ADA Facilities Improvements (2016) Project Funding: CDBG City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Client Contact:

Marcus Fuller, City Manager
909-820-2689
Contract Amount: $18,570.00 Project Cost: $350,000.00
Willdan provided construction management, inspection, and material testing for the City of Rialtos CDBGfunded ADA Improvement Project. The project involved ADA compliant improvements to the Development Services and Finance building restrooms.

Ridgecrest Senior Center Tenant Improvements (2019) Project Funding: CDBG City of Ridgecrest
100 W. California Avenue
Ridgecrest, CA 93555
Client Contact:

Loren Culp, City Engineer
(760) 499-5080
Contract Amount: $44,521.90 Project Cost: $200,000
Willdan provided construction management services for CDBG-funded tenant improvements to renovate the Ridgecrest Senior Center. The project included abatement of asbestos-containing materials; removal and replacement of tile flooring, carpeting, acoustical ceiling tiles, restroom plumbing fixtures; accessories and partitions; caseworks; kitchen plumbing fixtures; and miscellaneous drywall repair and painting.

Norms Restaurant Remodel (2018) Project Funding: CDBG
City of El Monte
11333 Valley Boulevard
El Monte, CA 91731
Client Contact:

Jimmy Chung, Senior Engineer
[email protected]
Contract Amount: $8,566.00 Project Cost: $3,200,000
Willdan provided labor compliance monitoring and enforcement services for CDBG-funded remodeling of a Norm’s Restaurant within the City of El Monte. Once operational, the restaurant would provide jobs to lowincome residents.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
10 Salvation Army Navigation Center (2021) Project Funding: CDBG Kardent Design
11 Golden Shore, Suite 540
Long Beach, CA 90802
Client Contact:

Paul Galvin, Project Manager
[email protected]
Contract Amount: $5,025.00 Project Cost: $2,500,000
Willdan provided labor compliance monitoring and enforcement services for CDBG-funded Salvation Army Navigation Center. The project included tenant improvements and rehabilitation to a homeless facility located at 7926 Pickering Avenue in the City of Whittier.

CIP No. 8233 Veterans Memorial Center (2019) Project Funding: City City of Davis
23 Russell Boulevard
Davis, CA 95616
Client Contact:

Michael Mitchell
Assistant City Engineer
530-628-0086
Contract Amount: $147,000.00 Project Cost: $3 Million
Willdan provided construction management, public works inspection, and labor compliance services for the memorial center facility. The project involved interior and exterior ADA improvements, changes to existing interior ceilings, remodeling the roof, kitchen improvements, reconfiguring the women’s and men’s restrooms, new flooring, increasing storage area, painting the multi-purpose room, enhancing clubroom lighting, changing exterior elevations, and other related work.

Fire Station No. 4 (2019) Project Funding: City
City of Palm Springs
3200 E. Tahquitz Canyon Way
Palm Springs, CA 92262
Client Contact:

Marcus Fuller, Assistant City Manager/City Engineer
(760) 322-8380
Contract Amount: $195,155.00 Project Cost: $4.5 Million Willdan provided Construction Management and Inspection for the City’s Fire Station No. 4 remodel. The project involved remodeling and expanding the fire station approximately 2,820 square feet to address sleeping quarter separation, decontamination areas, and general ADA compliance issues. The project construction encompassed demolition, asbestos remediation, structural foundations, structural retrofit, and framing utility equipment yard enclosure, electrical service transformer, wet and dry utilities, fire line sprinkler and alarm systems, keyless entry system, vehicle emission, exhaust system, sand-oil separator, site furnishings and furniture lighting fixtures, doors and windows, miscellaneous concrete work, ADA compliant ramps, site drainage, landscaping, signing and striping, emergency alerting system, back-up generator, and fuel tank.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
11 6. Estimated Schedule
City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
12 We understand the total number of construction days is 60 days and expects Construction to begin September 2022.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
13 7. Required Forms
Non-Collusion Affidavit

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
14 Acknowledgement of Compliance with Insurance Requirements

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
15 Certification of Proposal
City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
16 8. Allocation Resource Matrix Below is the hourly breakdown by classification for each task of the project. Our hours are based on the City’s estimated 60 working day schedule for the project.

9. Cost Proposal In accordance with the City’s RFP, our cost proposal will be submitted in a separate sealed envelope. 10. Deviations from RFP and AgreementWilldan Engineering’s legal team has reviewed the City’s RFP and Professional Services Agreement and agrees to the terms set forth along with the following comments from our legal counsel. 15. Indemnification Section 15.2 Willdan Engineering insurers do not permit our claims to be defended by counsel they don’t select, but we can collaborate with City to choose them.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
17 11. Appendix
Resumes
Chris Baca, RCI, CESSWI
Project Manager
Mr. Christopher Baca is responsible for directing and monitoring public works inspection services and overseeing construction inspection personnel. His experience includes construction management of capital improvement projects in areas of water systems, street improvements, park improvements, storm drains, sanitary sewers, asphalt resurfacing (including asphalt-rubber products), concrete paving, landscaped medians, and traffic signals. Mr. Baca is thoroughly familiar with the inspection and contract administration of other federally funded projects in accordance with Caltrans Local Assistance Procedures Manual.

Education
 BS, Public
Administration,
California State
University, Fullerton
 Public Works
Inspection, California
State University, Los
Angeles Extension
 Asphalt Paving;
Contract
Administration and
Change Orders for
Federally Funded
Projects Seminars
Inspection Principles;
Public Contact; Slurry
Seal; and Traffic Signal
Inspection and Design
Seminars
Registration/
Certifications
 California, Division IV,
Public Works, RCI No.
4161
 California, Division I,
Engineering, RCI No.
5161
Experience
Ridgecrest Senior Center Tenant Improvements, City of Ridgecrest, California. Project Manager. Responsible for oversight of construction improvements for the center renovation.

The improvement involved asbestos-abatement, tile flooring, carpeting, acoustical ceiling tiles, water heater, ADA-compliant restroom remodels, kitchen remodel, plumbing fixtures, and miscellaneous drywall repair and painting. Willdan also provided design and bidding assistance.

Rialo CDBG-funded ADA Improvement Project, City of Rialto, California. Project Manager. Willdan provided construction management, inspection, and material testing for the City of Rialtos CDBG-funded ADA Improvement Project. The project involved ADA compliant improvements to the Development Services and Finance building restrooms.

Veterans Memorial Center, City of Davis, California. Project Manager/Construction Manager responsible for oversight of construction improvements for the facility remodel. The improvement design involved remodeling and reconfiguring building infrastructure and amenities such as interior and exterior ADA-compliant upgrades; roof and exterior elevations, kitchen, restrooms, storage area, multi-purpose room; clubroom lighting; flooring; and other miscellaneous interior improvements.

Cerritos Office Building Tenant Improvement and Interior Renovation, City of Cerritos, California. Project Manager. Willdan is providing construction management, public works inspection, and labor compliance services for the building renovation project. The project involved improvements to a City-owned building located at 12616 183rd Street. The building is approximately a 33,000 SF two-story building. The improvements include reconstruction of the building exterior and portions of the interiors, including plumbing, mechanical, electrical, sheet rock, flooring, ceiling, paint and finishes, glazing and roof reconstruction, and the design and construction of fire alarm and sprinkler systems.

Police Department Remodel, City of Palm Springs, California. Project Manager. Willdan provided construction management and public works inspection services related to the City’s Police Department Remodel Project. The project involved the remodeling of the training center, lobby, records area, detective bureau, and men’s and women’s locker rooms.

Constructed improvements include fire line, sprinkler and alarm system, domestic water lines, miscellaneous concrete work, carpeting, flooring, tile, doors and windows, drywall and framing, plumbing fixtures, cabinets and countertops, audio/video equipment, and lighting fixtures. Willdan acted as Owner’s Representative and Construction Manager responsible for coordinating all aspects of the construction, including coordination with the City’s Building Inspection staff.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
18 Michael Jasminski, PE, LEED AP, OSHPD A
Construction Manager
Mr. Mike Jasminski is a seasoned Owners Representative / Professional Civil Engineer with over 40 years of experience in the building trades as Construction Manager. He worked through college as a construction laborer, truck driver, operator, foreman and superintendent. After receiving his degree, Mr. Jasminski worked as a Highway Designer, Survey Chief, Resident Engineer and Construction Engineer, and Vice President and Owner for multiple construction companies. His experience on both coasts includes ten years of hospital and ten plus years bridge experience.

Education
 BS, Civil Engineering,
Worcester
Polytechnic Institute,
Worcester, MA
Registration/
Certifications
 Licensed Professional
Engineer in California
and Nevada
 SCRRA Railroad
training, 2411B13
 California Emergency
Management Agency,
63153
 Class A OSHPD
Inspector
Certification, A-20563
 LEED AP from the
United States Green
Building Council
Experience
El Monte Dog Park, City of El Monte, California. CDBG Project. Construction Manager. 1.5- million-dollar CDBG-funded Dog Park including design support, fencing, and k9 toy installation. The project also included street construction consisted of 2.5 million in street improvements including curb and gutter and utilities.

City Hall North Building Tenant Improvements, City of Lynwood, California. Construction Manager. 1.5-million-dollar CDBG-funded City Hall renovation. Mr. Jasminski was responsible for serving as the City's representative and overseeing construction and inspection for the building improvements. Additional responsibilities involved assisting with specification preparation, design and bidding oversight, and project management through project close-out. Willdan provided construction management and project management.

The project was constructed in two phases – Phase 1 involved 10 offices, four restrooms, and four public counter areas and Phase 2 encompassed15 offices, four restrooms, telecommunication room, and lunch area. The construction accommodated City staff work schedules by completing much of the work during off hours and weekends with an acceleration of construction performed during the City's December holidays break Building and Tenant Improvements Project at 12616 183rd Street, City of Cerritos, California. Construction Manager. Willdan provided project management, construction management, public works inspection, special inspection, and labor compliance for the City’s Building and Tenant Improvement Project. The city-owned building is located at 12616 183rd Street. The building is approximately a 33,000 SF two-story building. The proposed improvements include reconstruction of the building exterior and portions of the interiors, including plumbing, mechanical, electrical, sheet rock, flooring, ceiling, paint and finishes, glazing and roof reconstruction, and the design and construction of fire alarm and sprinkler systems.

Civic Center, City of Newport Beach, California. Senior Construction Manager responsible for owner representation and overall construction, inspection, and quality control oversight for the $145-million civil center improvements – complete with the $2-million San Miguel structural steel bridge overcrossing and 350-car parking structure. Improvements for the civic center involved HVAC, including interstitial air leaking and sealing process resolution; plumbing; framing; drywall; door clearance; fire safety and hard-surface inspection.

Improvements for the parking structure entailed concrete, steel egress and ingress, and electric vehicle charging station.

California State University Long Beach, Long Beach, California. Construction Manager. $86 Million per year Capitol and Deferred Maintenance projects on campus. Worked as Construction Manager from start to finish on $60 million per year worth of Construction Projects, including direct supervision of four inspectors and oversight of seven architects.

He conducted weekly meetings, tracked, and analyzed schedules, and responded to RFIs and submittals and negotiated all change orders. Mr. Jasminski completed 240 successful projects with 96% completed on time, with an average change order of 3% of total project cost including a $26-million-dollar Science Building start to finish and a $16-million-dollar Telecommunications project involving 100 buildings campus wide start to finish.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
19 Jane Freij
Labor Compliance Manager
Ms. Jane Freij is an experienced Project Manager/Labor Compliance Manager with a proven record of profitability achieved through comprehensive and effective management of time and budget. Key areas of expertise include initiating and responding to enforcement actions, grant funding applications, scheduling and budgeting, contract administration/negotiation, legal documentation, invoicing, policy and procedure development, and writing and editing. Ms. Freij provides labor compliance monitoring and enforcement services for federally funded projects under EPA, FHWA, FTA, HUD, and DOE, as well as state and locally funded public works projects. Ms. Freij also assists agencies with Disadvantaged Business Enterprise (DBE) Program development and administration.

Education
 BA, Linguistics
(Summa Cum Laude),
University of Kansas
 Member, Phi Beta
Kappa
Registration/
Certifications
 Attorney Assistant
Training Program,
Litigation/
Corporations
Certificate University
of California, Los
Angeles (with honors)
Experience
Community Development Block Grant (CDBG) Labor Compliance, Various Cities, CA.

Responsible for providing supervisory federal and state labor compliance services for CDBG funded projects administered by the U.S. Department of Housing and Urban Development (HUD) and the Los Angeles County Community Development Commission (LACDC) for the following agencies:
 Cerritos
 Commerce
 Hawaiian Gardens
 La Mirada
 La Puente
 Lakewood
 Lawndale
 Mariposa County
 Maywood
 Paramount
 Pico Rivera
 Ridgecrest
 Rosemead
 Sierra Madre
 South El Monte
 South Gate
 Temple City
 Whittier
Pio Pico Park, CDBG Funded Park Improvements, City of Pico Rivera, CA. Labor Compliance Manager. Willdan is currently providing Labor Compliance Monitoring and Enforcement for the City’s CDBG-funded Pio Pico Park Improvement project.

Norms Restaurant Remodel, City of El Monte, CA. Labor Compliance Manager. Willdan provided labor compliance monitoring and enforcement services for CDBG-funded remodeling of a Norm’s Restaurant within the City of El Monte. Once operational, the restaurant would provide jobs to low-income residents.

Skid Row Housing Trust, Los Angeles, CA – Ms. Freij is the third-party Labor Compliance Officer for nine major housing projects, both rehabilitation and new construction, in downtown Los Angeles valued at over $200 million. The projects are joint ventures between the City of Los Angeles, Skid Row Housing Trust, and private developers, including SL Residential and Simpson Arbor Preservation. She provides independent oversight of the dozens of subcontractors constructing the projects, serving as “Prime Approver” for projects in the LCPtracker electronic payroll system and providing Section 3, Local Hire, and Small Business Enterprise enforcement services pursuant to the requirements of the City of Los Angeles, the State of California, and the U.S. Housing and Urban Development (HUD) Department.

Stormwater and Runoff Capture Project at Bolivar Park, City of Lakewood, CA. Ms. Freij is serving as the consulting Labor Compliance Manager for this $9 million-dollar project.

The project involves the construction of a channel drop inlet, diversion structure, two new stormwater pump stations, mechanical and storm drain piping, pavement removal and replacement, underground storage and infiltration area, building expansion, electrical equipment modifications, instrumentation and controls, irrigation and planting, picnic shelters, and tee ball backstop.

City of Pico Rivera
ADA City Hall / City Hall West, CIP No. 50073
20 Amanda Perez
Labor Compliance Specialist
Mr. Ms. Perez currently performs labor compliance monitoring and enforcement services on a variety of local, county, state, and federally funded projects. She verifies that all primary and subcontractors possess active licenses and certifications. She establishes communication with primary contractor(s) concerning prevailing wage requirements and documentation requirements. She monitors that all certified payrolls are submitted on a timely basis, as well as audits payrolls during the life of the project for compliance and discrepancies concerning prevailing wage, certifications, non-performance, underpayments, and journeyman to apprentice ratios, and use of job classifications.

She ascertains the submittal of training fund contributions and audits fringe benefits statements to ensure proper payment. Ms. Perez responds to inquiries concerning labor compliance rules and requirements and resolves all compliance-related issues. She reviews forms and reports from field personnel to ascertain missing CPRs, correct usage of classifications, and apprentice / journeyman ratios, as well as maintains files and all required documentation in accordance with applicable governmental requirements and organizes and prepares labor compliance files for submission to clients.

Ms. Perez also supports the Construction Management and Inspection Department and is responsible for issuing invoicing, progress payments, and schedules and for maintaining detailed, accurate records. She conducts comprehensive audits of projects for accuracy and compliance.

Education
 AS, Human
Resources
Management,
Mount San Antonio
College
 AS, Business
Administration,
Mount San Antonio
College
Registration/
Certifications
 Certificate of
Achievement,
Business
Management I-III
 Certificate of
Achievement,
Human Resources
Management I-III
 Certificate of
Achievement,
International
Business I
Experience
Skid Row Housing Trust, Los Angeles, California. Labor Compliance Specialist. Ms.

Perez is assisting the Labor Compliance Officer in providing labor compliance monitoring and enforcement services for nine major affordable housing projects, both rehabilitation and new construction, in downtown Los Angeles, valued at over $250 million. She receives and reviews subcontractor document submittals in support of certified payrolls that are entered into the LCPtracker electronic payroll system and the State DIR database; forwards documentation, as needed, to the City of Los Angeles; and provides guidance to subcontractor personnel regarding compliance requirements. The projects are subject to multi-jurisdictional oversight by local, county, state, and federal authorities.

ADA Transition Plan – Phase I, City of Ridgecrest, California. Willdan is providing project management, construction administration, and labor compliance services for this $500,000 HUD/CDBG funded ADA Improvements Project, involving the removal and reconstruction of pavement, curb, gutter, and sidewalk with ADA-compliant improvements. Ms. Perez is the Labor Compliance Specialist in charge of monitoring the activities of the prime contractor and its subcontractors.

CDBG Pavement Improvements, City of Highland, California. Labor Compliance Specialist. Willdan is providing project management, construction administration, and labor compliance services on this $700,000 HUD/CDBG project.

Residential Street Overlay, City of Hawaiian Gardens, California. Ms. Perez served as the consulting Labor Compliance Officer, providing labor compliance monitoring and enforcement services for this Community Development Block Grant (CDBG) project, with a project cost of approximately $505,000, administered through the Los Angeles Community Development Authority (LACDA).
13191 Crossroads Parkway North, Suite 405
Industry, CA 91746-3443
562.908.6200 | 800.499.4484 | Fax: 562.695.2120
www.willdan.com

EXHIBIT B

APPROVED FEE SCHEDULE
(SCHEDULE OF HOURLY LABOR RATES AND REIMBURSABLE)
August 8, 2022
Gene Edwards
Project Manager
City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, CA 90660
Subject: Cost Proposal to Provide Construction Management and Labor Compliance Services for the ADA City Hall / City Hall West, CIP No. 50073.

Willdan Engineering (Willdan) is pleased to submit this fee proposal for construction management and labor compliance services to the City of Pico Rivera for ADA City Hall / City Hall West, CIP No. 50073.

As per the City’s request, we’ve included our cost breakdown in a separate envelope.

Our cost breakdown matches our allocation resource matrix in our technical proposal.

Our fee proposal includes our list of team members with job classification, hourly billing rates, billing multiplier, indirect cost rates (ICRs), and other direct costs (OCRs) as outlined in the City’s RFP.

Should you have any questions regarding the following fee proposal, please contact Mr.

Baca at 562.364.8198 or email [email protected].

Respectfully submitted,

WILLDAN ENGINEERING
Chris Baca, RCI, CESSWI
Director of Construction Management and Inspection Services 910005/WW.00.40/P22-250_23653

EXHIBIT C
Required Federal Contract Provisions
(2 C.F.R. Appendix II to Part 200)

1. Remedies - In addition to right to terminate or suspend the Contract contained herein, if Contractor fails to perform any of the obligations under this Contract, City may, in its sole discretion, require Contractor to cure any deficiencies in its performance by providing a notice in compliance with Section 22 of the Contract, specifying the applicable cure period to perform the requested cure items. If Contractor does not provide such a cure, prior to the expiration of the cure period, Contractor shall be liable for the cost and expense incurred by City as a result of such default, including but not limited to the costs and expense associated with obtaining a replacement Contractor to complete the Scope of Services. This provision shall not be interpreted to limit any administrative or civil penalties, sanctions, or remedies City may have under the City’s municipal code or under any applicable laws.

2. Termination for Cause and for Convenience – see Contract Section 22.

Termination.

3. Equal Employment Opportunity – During the performance of this Contract, the Contractor agrees to abide by the Equal Opportunity Clause of 41 CFR 60-1.4(a) or 41 CFR 60-1.4(b) for construction contracts.

4. Davis-Bacon Act & Copeland “Anti-Kickback” Act – The Contractor shall also be required to comply with the prevailing wage requirements of the Davis-Bacon Act (40 U.S.C. 3141-3418) as amended. Contractor also warrants that Contractor was not induced, by any means, from giving up any portion of the compensation due under this Contract by any City employee in breach of 40 U.S. C. 3145. For breach or violation of this warranty, City shall have the right, in its discretion, to terminate this Contract without liability, to pay only for the value of the work actually performed, or to deduct from this Contract Price or otherwise recover the full amount of such rebate, kickback or other unlawful consideration

5. Contract Work Hours and Safety Standards Act – In addition to any provisions of the Contract related to contract work hours and safety standards, Contractor shall comply with the provisions of 40 U.S.C. 3701-3708, and another federal, state or local law related to work hours and occupational safety, as applicable.

6. Right to Inventions Made Under a Contract - If applicable, Contractor must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Non-profit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the City.

7. Clean Air Act and Federal Water Pollution Control Act – Contractor agrees that it shall perform all duties and obligations under this Contract 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) as applicable. Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

8. Debarment and Suspension – Contractor shall have an active registration with the System for Award Management (“SAM”) The Contractor’s execution of this Contract shall constitute a certification under penalty of perjury under the laws of the State of California, that the Contractor or any person associated therewith in the capacity of owner, partner, director, officer or manager:

1. Is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency;

2. Has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years;

3. Does not have a proposed debarment pending; and

4. Has not been indicted, convicted, or had a civil judgment rendered against it by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years.

Any exceptions to this certification must be disclosed to City. Exceptions will not necessarily result in denial of recommendation for award but will be considered in determining responsibility. Disclosures must indicate the Party to whom the exceptions apply, the initiating agency, and the dates of agency action.

Exceptions to the Federal Government excluded parties
(https://sam.gov/content/home) maintained by the U.S. General Services Administration are to be determined by FHWA.

9. Byrd Anti-Lobbying Amendment - Contractor certifies, to the best of his or her knowledge and belief, that:

1. No State, Federal, or City appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any local, State, or Federal agency, a Member of the State Legislature or United States Congress, an officer or employee of the Legislature or Congress, or any employee of a Member of the Legislature or Congress in connection with the awarding or making of this Contract, or with the extension, continuation, renewal, amendment, or modification of this Contract.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this Contract, the Contractor shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. §1352.

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

The Contractor also agrees by signing this Contract that he or she shall require that the language of this certification be included in all lower tier subagreements, which exceed one hundred thousand dollars ($100,000), and that all such subrecipients shall certify and disclose accordingly.

10. Procurement of Recovered Materials – Contractor shall comply with the requirements of the Solid Waste Disposal Act, Section 6002, as amended by the Resource Conservation and Recovery Act.

11. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment – Contractor shall not use any equipment prohibited by 2 CFR Section 200.216 in the performance of this contract and shall comply with all requirements included thereto.

12. Domestic Preferences for Procurements – To the extent practicable, Contractor shall abide by the provision of 2 CFR Section 200.322 that provides a preference for goods, products, or materials produced domestically.

13. Civil Rights Act – Contractor shall not deny benefits or services, or otherwise discriminate on the basis of race, color, national origin (including limited English proficiency), disability, age or sex (including sexual orientation and gender identity) in accordance with the following authorities: Title VI of the Civil Rights Act of 1964 (Title VI) Public Law 88-352, 42 U.S.C. 2000d-1 et seq., and the Department's implementing regulations, 31 CFR part 22; Section 504 of the Rehabilitation Act of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, 29 U.S.C. 794; Title IX of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's implementing regulations, 31 CFR part 28; Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101 et seq., and the Department implementing regulations at 31 CFR part 23.

14. CDBG Section 3 - The Work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible, opportunities for training and employment be given to low- and very low-income residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for low- and very low-income persons residing in the metropolitan area in which the project is located.

Enclosure 3
9c
To: Mayor and City Council
From: City Manager
Meeting Date: September 13, 2022
Subject: APPROVE TELEGRAPH ROAD COMPLETE STREET

STUDY IMPLEMENTATION AGREEMENT WITH
GATEWAY CITIES COUNCIL OF GOVERNMENT (NONCIP PROJECT NO. 30053) Recommendation:

1. Approve Telegraph Road Complete Street Study revised Implementation Agreement with Gateway Cities Council of Government (Gateway COG) and authorize the City Manager to execute the attached agreement in a form approved by the City Attorney.

Fiscal Impact:

The total of the City’s contribution to the Telegraph Road Complete Streets Study Implementation Agreement (Non-CIP Project No. 30053) is $4,699 and is included in the fiscal year (FY) 2022-2023 budget in Account No. 207.40.4010.54500-NonCIP 30053. No additional funds are needed and there is no impact to the General Fund.

Discussion:

On June 28, 2022, the City Council approved the Telegraph Road Complete Study Implementation Agreement with Gateway Cities in the amount of $4,530. On July 12, 2022, Gateway Cities issued a revised Implementation Agreement due to an error on jurisdictional limits. They have revised the limits within the cities according to the County GIS Map, which also caused a change in the agencies’ contributions. This action replaces the approval of June 28, 2022, with a new version of the agreement which contains the revised jurisdictional limit and cost breakdown of which the City of Pico Rivera would participate in the amount of $4,699, an increase of $169.

Telegraph Road is a high-priority, high-quality transit arterial within the City and throughout the Gateway Cities. It is a major east-west travel corridor through the subregion, connecting the cities of La Mirada, Santa Fe Springs, Downey, Pico Rivera, Commerce, and Montebello, as well as unincorporated County of Los Angeles. The City 10 CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022

APPROVE TELEGRAPH ROAD COMPLETE STREET STUDY IMPLEMENTATION

AGREEMENT WITH GATEWAY CITIES COUNCIL OF GOVERNMENT (NON-CIP PROJECT NO. 30053)

has been participating in meetings with the staffs of other cities, the County and Gateway COG.

A consensus was reached to advance the study of Telegraph Road as a “complete street”, subject to local conditions and preferences. A plan would put the corridor in line for construction funding opportunities that individual cities or a consortium of cities along the corridor could pursue. The Telegraph Road Complete Street Study would be the sixth arterial Complete Streets corridor study being advanced under this program. The Gateway COG Board previously approved a prioritization process that has resulted in studies on Artesia Boulevard, Lakewood/Rosemead Boulevard, Atlantic Boulevard, Florence Avenue, and Imperial Highway.

The consensus of the cities and County representatives was to move forward with a study to be performed by the COG’s two consultant engineers. The estimated cost of the study, which is expected to take one (1) year to complete, is $180,150.

The study will be partially funded by the participating agencies under a formula based on the linear miles of Telegraph Road frontage. The remaining portion of the project is paid by Metro. Each of the participating agencies will sign an Implementation Agreement with the COG. The contribution for the City of Pico Rivera was revised with a minimal change to $4,699.

Conclusion:

Staff recommends the City Council approve the Telegraph Road Complete Street Study revised Implementation Agreement to be in an advantageous position with regards to potential future funding for Telegraph Road Improvements.

Steve Carmona
SC:TR:MPC:ll
Enclosure: 1) Agreement

TELEGRAPH ROAD COMPLETE STREET STUDY

IMPLEMENTATION AGREEMENT

BY AND BETWEEN

GATEWAY CITIES COUNCIL OF GOVERNMENTS
AND

CITY OF PICO RIVERA

THIS TELEGRAPH ROAD COMPLETE STREET STUDY IMPLEMENTATION AGREEMENT (“Agreement”) is made and entered as of the 13th day of September 2022, by and between the Gateway Cities Council of Governments (“Gateway”) and the City of Pico Rivera, a municipal corporation (“City”), individually a “party” and collectively, the “parties”.

W I T N E S S E T H:

In consideration of the mutual covenants and conditions set forth herein, the parties hereto agree as follows:

Section 1. Recitals. This Agreement is made and entered into with respect to the following facts:
(a) Telegraph Road is a major east/west arterial corridor through the Gateway Cities from La Mirada (at Imperial Highway West) to S. Marianna Avenue in the city of Commerce and Unincorporated Los Angeles; and (b) Telegraph Road carries a significant amount of traffic, particularly in relieving heavy traffic volumes along the I-710, I-605, and I-5 freeways, which it crosses at varying points; and
(c) The cities along the Telegraph Road Corridor (“Corridor”) are desirous of establishing a “Complete Streets” model on this major east/west arterial corridor; to relieve traffic congestion and to enhance active transportation opportunities in the neighboring communities (“Telegraph Road Complete Street Study” or the “Study”); and
(d) The development of a subregional arterial corridor plan would position the participating agencies to apply for, and receive, federal, state, and regional funding for improvement of the Corridor; and
(e) The parties hereto are each a governmental entity established by law with full powers of government in legislative, administrative, financial, and other related fields; and
(f) Section 21 of that certain Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments (the “JPA”), to which the City is a signatory, provides that when authorized by the Board of Directors, affected Members may execute an Implementation Agreement for the Enclosure 1
10a
Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENT

Rev: 08.22.18 2 FEMX-ATTACHMENT E
purpose of authorizing Gateway to implement, manage and administer area-wide and regional programs in the interest of the local public welfare; and
(g) The costs incurred by Gateway for the Study, including indirect costs, shall be assessed only to those Members who are parties to an Implementation Agreement; and
(h) City, by and through its legislative body, has determined that this Agreement is desired to authorize Gateway Cities Council of Governments to implement and initiate the Telegraph Road Complete Street Study and is in furtherance of the public interest, necessity and conveyance.

Section 2. Committees.
(a) Telegraph Road Complete Street Study Committee. There is hereby established a committee to be known as the Telegraph Road Complete Street Study Committee. The Telegraph Road Complete Street Study Committee shall consist of an elected member of the legislative body of each agency that has entered into an Telegraph Road Complete Street Study Implementation Agreement with Gateway, designated by the respective legislative bodies. The Telegraph Road Complete Street Study Committee will work in coordination with the Telegraph Road Complete Street Study Technical Advisory Committee to provide policy assistance, guidance and direction to Gateway as administrator of this Agreement. (b) Telegraph Road Complete Street Study Technical Advisory Committee. There is hereby established a committee to be known as the Telegraph Road Complete Street Study Technical Advisory Committee. The Telegraph Road Complete Street Study Technical Advisory Committee shall consist of a staff representative of each agency that has entered into an Telegraph Road Complete Street Study Implementation Agreement with Gateway, designated by the City Manager or, for the County of Los Angeles, the appropriate designating authority. Such designated representative shall be the Public Works Director or the equivalent for each agency. The Telegraph Road Complete Street Study Technical Advisory Committee shall report to and receive direction from the Telegraph Road Complete Street Study Committee.

Section 3. Implementation of Telegraph Road Complete Street Study. To the fullest extent of its authority, the City authorizes Gateway to implement and initiate a Corridor Study for the length of Telegraph Road Complete Street Study through the Gateway Cities subregion, including initial feasibility studies (as approved by the Telegraph Road Complete Street Study Committee and Technical Advisory Committee) required to coordinate with other regional transportation studies. Further, the City authorizes Gateway to request funding and partnering with other public transportation agencies for the Telegraph Road Complete Street Study (Caltrans, SCAG and Metro).

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENT

Rev: 08.22.18 3 FEMX-ATTACHMENT E
Section 4. Scope of Work. The Scope of Work to be performed under this Agreement is described in Attachment A, attached hereto and incorporated by this reference.

Section 5. Assessment for Proportional Costs of Study. The City agrees to pay to Gateway upon execution of this Agreement an assessment as described in Attachment A, attached hereto, and incorporated herein by this reference, for City’s proportional share of the projected costs of the Study.

Section 6. Termination of Agreement. Either party may terminate this Agreement for any reason, in whole or in part, by giving the other party thirty (30) days written notice thereof.

Section 7. Meetings. All regular, adjourned and special meetings of the committees established by this Agreement shall be called and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended from time to time.

Section 8. Miscellaneous.
(a) Compensation and Expense Reimbursement. All members of the Telegraph Road Complete Street Study Committee shall receive a stipend of one hundred dollars ($100) for attendance at each meeting. Each member shall be reimbursed for reasonable and necessary expenses actually incurred by such member in the conduct of business related to the purposes of this Agreement, pursuant to an expense reimbursement policy established by the Gateway Cities COG prior to such expenses being incurred.
(b) Amendments. This Agreement may be amended by written agreement of the parties hereto.
(c) Hold Harmless and Indemnification. To the fullest extent permitted by law, City and Gateway agree to save, indemnify, defend and hold harmless each other from any and all liability, claims, suits, actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses, or any injury or damage of any kind whatsoever, whether actual, alleged or threatened, actual attorney fees, court costs, interest, defense costs and expenses associated therewith including the use of experts, and any other costs of any nature without restriction incurred in relation to, as a consequence of, or arising out of, the performance of this Agreement, and attributable to the fault of the indemnifying party. Following a determination of the percentage of fault and or liability by agreement between the parties or a court of competent jurisdiction, the party responsible for liability to the other will indemnify the Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENT

Rev: 08.22.18 4 FEMX-ATTACHMENT E
other party to this Agreement for the percentage of liability determined as set forth in this section.
(d) Party Action. Unless otherwise provided in this Agreement, any action of a party required or authorized in this Agreement shall be by appropriate legislative action of the governing body of such party.
(e) Notice. Any notice required to be given or delivered by any provision of this Agreement shall be deposited in any United States Post Office, registered or certified, postage prepaid, addressed as set forth below, and shall be deemed to have been received by the party to whom the same is addressed at the expiration of seventytwo (72) hours thereafter. Written notice shall be sent in the aforesaid manner:

To Gateway: Gateway Cities Council of Governments
16401 Paramount Boulevard
Paramount, CA 90723
Attention: Nancy Pfeffer, Executive Director
To City: City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, California 90660
Attention: City Manager
Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENT

Rev: 08.22.18 5 FEMX-ATTACHMENT E
(f) Waiver. Waiver by a party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement.
(g) Law to Govern; Venue. This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.
(h) No Presumption in Drafting. The parties to this Agreement agree that the general rule that an Agreement is to be interpreted against the party drafting it or causing it to be prepared shall not apply.
(i) Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. (j) Severability. If any term, provision, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
(k) Litigation/Proceeding Fees. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable fees, costs and expenses, in addition to any other relief to which it may be entitled. (l) Successors. This Agreement shall be binding upon and injure to the benefit of any successor of a party.
(m) Assignment and Delegation. Neither party shall assign any rights nor delegate any duties under this Agreement without the written consent of the other party. (n) Counterparts. This Agreement may be executed in one (1) or more counterparts, all of which together shall constitute a single agreement, and each of which shall be an original for all purposes.
(o) Execution. The legislative bodies of the parties hereto each have authorized execution of this Agreement, as evidenced by the respective signatures attested below.

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENT

Rev: 08.22.18 6 FEMX-ATTACHMENT E
IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed the day and year first written above.

CITY OF PICO RIVERA
By:

Dr. Monica Sanchez, Mayor
ATTEST:

By:

Anna M. Jerome, City Clerk
APPROVED AS TO FORM:
_________________________________
Arnold M. Alvarez-Glasman, City Attorney

GATEWAY CITIES COUNCIL OF

GOVERNMENTS
________________________________
Cinde MacGugan-Cassidy, President
ATTEST:
_________________________________
Nancy Pfeffer, Secretary

APPROVED AS TO FORM
_________________________________
Ivy M. Tsai, General Counsel
Attachment A
Telegraph Road Complete Street Study
Scope of Work and Budget
Rev: 08.22.18 8 FEMX-ATTACHMENT E
Attachment A
Gateway Cities Council of Governments

SCOPE OF WORK
Project ID: LA0G1716
Project Title: Telegraph Road Complete Street Study
Project Limits: The project is located at Imperial Highway in La Mirada west to S.

Marianna Avenue in the City of Commerce and Unincorporated Los Angeles, for a total of 12.01 miles.

Which traverses through the jurisdictions of La Mirada, Unincorporated LA County, Santa Fe Springs, Downey, Pico Rivera, Commerce and Montebello, in the Gateway Cities Council of Governments area.

Project Description:

Develop a subregional Complete Street master plan for Telegraph Road, which is a high priority high quality transit arterial within the Gateway Cities. This high priority corridor is based on the Gateway Cities COG Board approved prioritization process. The limits extend from COG boundary to COG boundary for a total of approximately 12.01 miles (total). This masterplan will maximize multimodal opportunities on this E/W arterial corridor within the Gateway Cities, as well as maximize our ability to obtain grants for design and construction.

Project Funding:

PROJECT ITEM
Grant funds
(LACMTA)
LOCAL

AGENCY TOTAL
Planning, Design,
Engineering $135,000 $000,000 $135,000
TOTAL BUDGET COST $135,000 $000,000 $135,000
Rev: 08.22.18 9 FEMX-ATTACHMENT E
SCOPE:

I. Task 1: Project Management and Administration
a. Project Initiation
The GCCOG will hold a kick-off meeting with the Cities and Metro to discuss the project scope of work, goals and objectives. A meeting agenda, minutes and action items listing will be produced. b. Project Administration
The GCCOG will submit complete invoice packages to Metro based on existing/status quo protocol. The progress report will contain the following components:

1. Executive summary

2. Description of the tasks or deliverables completed

3. Management issues, including status, resolution and action items

4. Project task schedule describing percentages of completeness of each task

5. Schedule and schedule tracking narrative

6. List of deliverable items

7. Dollar amount for which payment is requested.
c. Project Management
The GCCOG will complete the project including the technical tasks included in this scope as well as the Project Management of the overall project.
b. Task 2: Review Existing Documentations
The GCCOG will gather all relevant document and literature for review and summarize useful information and findings relating to the Corridor, including the STP, relevant transit plans, relevant agency land use plans, and relevant as-builts.

Deliverable: Technical memo/ summary report listing documents reviewed.

c. Task 3: Corridor Evaluation Documentations
a. Existing Conditions Corridor Evaluation and Analysis The GCCOG will conduct thorough existing conditions analysis by identifying opportunities and constraints for the multimodal Corridor. This is partially obtained via a 1-on-1 meeting with each agency, which will be documented in the report. Evaluation analysis could include the current traffic conditions and Levels of Service, truck volumes/impacts, pavement needs, pedestrian and bicycle traffic, transit connections, parking and other commercial and residential linkages, and City entryways, or gateways, and potential safe routes to school options.

Rev: 08.22.18 10 FEMX-ATTACHMENT E
b. Future Conditions Corridor Evaluation and Analysis
The GCCOG will use data and information from recent studies on future conditions along the project Corridor and conduct thorough future conditions analysis for the multimodal Corridor. Evaluation analysis would include the 2035 traffic conditions and Levels of Service, truck volumes/impacts, pavement needs, pedestrian and bicycle traffic, transit connections, parking and other commercial and residential linkages, and City entryways, or gateways, and potential safe routes to school options.

Deliverable: Technical memo/ summary report regarding the existing conditions, constraints, opportunities.
d. Task 4: Conduct Complete Streets Needs Analysis
The GCCOG will conduct a detailed needs analysis for complete streets and multimodal Corridor development, along with identifying constraints/opportunities.

Deliverable: Technical memo/ summary report regarding the needs and along with providing recommendations for consideration based on the constraints and opportunities.
e. Task 5: Community and Stakeholder Outreach
a. Stakeholder and Community Outreach
The GCCOG will coordinate meetings to discuss project with various stakeholder agencies. The GCCOG will also conduct stakeholder outreach after developing the concept alternatives and after the development of the draft Master Plan.

The GCCOG will develop a workshop to introduce the project to the public, define project parameters, inform community of project opportunities and constraints, and solicit opinions from the community.

The GCCOG will also conduct community outreach after developing the concept alternatives and after the development of the draft Master Plan.

Deliverable: Coordinate and attend Meetings and a coordinate and conduct a Workshop.

Rev: 08.22.18 11 FEMX-ATTACHMENT E
f. Task 6: Complete Streets Implementation Alternatives a. Develop Alternatives
Based on the existing and future conditions evaluation and the stakeholder/community input, the GCCOG will develop alternative concepts for complete street implementation, and will include plans, sketches, and photos.

Two primary alternatives considered include 1) the Florence Avenue Corridor as a “Complete Street” in an “unconstrained” condition to quantify the high level engineering and feasibility, and 2) as a multi-modal Corridor evaluated for consistency across the sub-region, including a potentially phased approach to a Complete Street, along with any major challenges as well as project benefits so that potential funding partners could understand the holistic context of the improvements.

Deliverable: Develop concepts and exhibits, via alternatives, to support the needs identified.
g. Task 7: Prepare Conceptual Complete Streets Plan
Based on the preferred design alternative chosen in the stakeholder and community outreach efforts and discussions with the Cities, the GCCOG will develop a draft Concept Master Plan.

Deliverable: Develop concept plan to incorporate into the Draft Report.

This is the first step in creating the Draft Report.
h. Task 8: Develop Conceptual Design Alternatives for Complete Streets Plan with Cost Estimates
The GCCOG will develop conceptual design alternatives with cost estimates. Illustrations will be made in plan view, as street cross sections, and as sketches.

Deliverable: Develop cost estimates to accompany the concept alterative preferred, to incorporate into the draft Report.
i. Task 9: Presentation to Committees and City Councils, Describing Quantified and Other Benefits
The GCCOG will prepare and present PowerPoint presentations to Committees and City Councils, describing quantified and other benefits.

Deliverable: Develop presentations and present at needed.

Rev: 08.22.18 12 FEMX-ATTACHMENT E
j. Task 10: Finalize Conceptual Design of Complete Streets Master Plan with Needed Delivery Schedule for Preliminary Engineering, Design, and Construction
The GCCOG will finalize the Master Plan, with proposed implementation schedule concepts indicating funding opportunities to leverage.

Deliverable: Prepare final report for approval by the Corridor Committee.

Project Cost, including Overall Funding, by Jurisdiction:

The following tables includes the linear distance of the Corridor by jurisdiction, and a funding cost summary. Based on past Complete Streets efforts, and overall cost was developed for the project. The GCCOG coordinated with Metro to provide a grant in the total amount of $135,600 for the Telegraph Road Corridor. To fully fund the project, this Implementation Agreement includes a 25% match, which is defined in the table below under the “Portion Paid by City” column, to fully fund the overall project scope of work totaling $180,150.

Rev: 08.22.18 13 FEMX-ATTACHMENT E
Schedule:

The Gateway Cities Council of Governments (GCCOG) proposes to complete the Telegraph Road Corridor Complete Street Evaluation and Master Plan over the period of approximately 1 year, with an anticipated kick off on May 1, 2022. 14 Project Map:

To: Mayor and City Council
From: City Manager
Meeting Date: September 13, 2022
Subject: INTELLIGENT TRANSPORTATION SYSTEM (ITS)
MASTER PLAN (PROJECT NO. 50052) — AWARD

PROFESSIONAL SERVICES AGREEMENT
Recommendation:

1. Award a Professional Services Agreement to Advantec Consulting Engineers, Inc. (Advantec) to develop an Intelligent Transportation System (ITS) Master Plan and (Project No. 50052) for an amount not-to-exceed $199,770 and authorize the City Manager to execute an agreement in a form approved by the City Attorney.

Fiscal Impact:

The adopted budget for fiscal year (FY) 2022-23 includes appropriations from matching funds: $188,000 from Measure R (Account No. 207.70.7300-54500-CIP50052) and $50,000 from the Measure M (Account No. 208.70.7300-54500-CIP50052) for a total project budget of $238,000. There is no impact to the General Fund.

Discussion:

Traffic Signal System
The City currently has 51 signalized intersections with five (5) maintained and managed by the City of Downey and one (1) is maintained and managed by the County of Los Angeles. The five (5) traffic signals maintained by the City of Downey along Telegraph Road are connected to the City of Downey Traffic Management Center (TMC). Except for the traffic controllers maintained and managed by the City of Downey, the City of Pico Rivera’s traffic signals are not all currently connected to a central traffic management system and the City does not have a maintenance management system or inventory of equipment.

Fiber Optics Implementation
In 2021, the City adopted a Fiber Master Planning Study and is now working with SiFi Networks to develop and install a City-Wide Fiber Optic Network. This new network will, among other things, provide fiber connection between City Hall and other City facilities to the traffic signal and street lighting network. This will allow for dedicated or shared fibers to use for traffic signal system communications, data transfers, and video surveillance streaming and potential smart City applications.
11 CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022 INTELLIGENT TRANSPORATION SYSTEM (ITS) MASTER PLAN (PROJECT NO. 50052) — AWARD PROFESSIONAL SERVICES AGREEMENT

Traffic Management Center (TMC)
As a part of the development of the ITS Master Plan, City staff will evaluate options for implementation of a TMC to allow for the centralization, remote control, monitoring, and operation of its traffic signals, cameras, message signs and other existing and future field devices.

Scope of Work
The purpose of this project is to develop an Intelligent Transportation System (ITS) master plan which will be a roadmap for the design, construction, implementation, maintenance, regulation, and funding of an Advanced Traffic Management System (ATMS). The project is an important starting point to determine future traffic signal system needs, how to transition from current legacy equipment and systems, provide real-time data connections to the City and its partners, enhance mobility and safety for all users of the City’s transportation network and improve the maintenance and operation of the traffic signal system infrastructure. The ITS Master Plan will include the following:
• Comprehensive inventory of existing traffic signal system infrastructure • A flexible and open ATMS, capable of adopting new technology and sharing traffic information with other agencies and the public
• State of the art ITS technologies that implement an “Open Architecture” approach and meet current federal, state, and local standards
• A simple and easy to understand traffic signal operations, management, and maintenance system, with remote access and a web-based platform that can be easily integrated into the ATMS.
• A system that provides solutions to improve safety for all modes of travel • Low on-going operation and maintenance of the ATMS
• Maximization of the existing traffic signal infrastructure The ITS Master Plan will be prepared in compliance with national, state, regional requirements, and industry best practices such as those provided in the Southern California Association of Governments ITS Regional Architecture and the County of Los Angeles Information Exchange Network (IEN). It will also be closely coordinated with the fiber optics implementation project by SiFi.

To develop the ITS Master Plan, it is necessary to secure the services from an engineering consultant. On April 12, 2022, a Request for Proposals (RFP) was published on the Planet Bids via the City’s website. On May 12, 2022, three (3) proposals were received. A technical panel consisting of Public Works staff ranked the proposals. The technical panel used qualifications-based selection criteria to rank the consultants. The selection criteria weighed several factors such as project manager and team qualifications, experience on similar projects, and understanding of technical issues specific to this project.

A summary of the rankings is provided below:

CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 13, 2022 INTELLIGENT TRANSPORATION SYSTEM (ITS) MASTER PLAN (PROJECT NO. 50052) — AWARD PROFESSIONAL SERVICES AGREEMENT

No. Company Name
1 Advantec
2 Econolite
3 Iteris
Advantec Consulting Engineers (Advantec) received the highest ranking from the panel.

Upon the selection of Advantec as the highest ranked consultant, staff negotiated a fee of $199,770. This is an appropriate fee for the scope of services contemplated.

The total project budget is summarized as follows:

Funding Category Estimated Budget
Measure R (Fund 207) FY 22-23 $188,000
Measure M (Fund 208) FY 22-23 $50,000
TOTAL PROJECT BUDGET: $238,000
Development and completion of the ITS Master Plan is anticipated by August 2023. The completed report will be used for future Federal and State funding applications related to implementation of ITS technology throughout the City.

Conclusion:

Staff recommends an award of a professional services agreement to Advantec Consulting Engineers to provide engineering services for the development of an ITS Master Plan for an amount not-to-exceed $199,770.

Steve Carmona
SC:TR:LO:np
Enclosure: 1) Professional Services Agreement
Task Description Amount
Master Plan Development $199,770
Project Management and Staff Time $38,230
Total Estimated Task Cost $238,000
AGREEMENT NO. ____

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND
ADVANTEC CONSULTING ENGINEERS, INC.

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and Advantec Consulting Engineers, Inc. (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as a “Party” and collectively referred to as “Parties.”

2. RECITALS

2.1 City has determined that it requires professional services from a consultant to provide engineering services to develop an Intelligent Transportation System Master Plan, Capital Improvement Project No. 50052.

2.2 Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

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

3. DEFINITIONS

3.1 “Scope of Services”: Such professional services as are set forth in the Consultant’s May 12, 2022 proposal to City attached hereto as Exhibit “A” and incorporated herein by this reference.

3.2 “Approved Fee Schedule”: Such compensation rates as are set forth in the Consultant’s May 12, 2022 proposal to City attached hereto as Exhibit “B.”

3.3 “Commencement Date”: September 13, 2022

3.4 “Expiration Date”: December 31, 2023

4. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall expire at 11:59 p.m. on the Expiration Date unless extended by written agreement of the Parties or terminated in accordance with Section 22 below.

5. CONSULTANT’S SERVICES
Enclosure 1
11a
Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

5.1 Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the Parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the sum One Hundred Ninety-nine Thousand Seven Hundred Seventy ($199,770.00) unless specifically approved in advance, in writing, by City.

5.2 Consultant shall perform all work to the highest professional standards of Consultant’s profession and in a manner reasonably satisfactory to City.

6. COMPENSATION

6.1 City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept in full satisfaction for such services, payment in accordance with the Approved Fee Schedule.

6.2 Consultant shall submit to City an invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, City shall notify Consultant in writing of any disputed amounts included on the invoice. Within thirty (30) calendar days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice. City shall not withhold applicable taxes or other authorized deductions from payments made to Consultant.

6.3 Payments for any services requested in writing by City and not included in the Scope of Services shall be made to Consultant by City on a time-and-materials basis using Consultant’s standard fee schedule. Fees for such additional services shall be paid within sixty (60) days of the date Consultant issues an invoice to City for such services.

7. BUSINESS LICENSE
Consultant shall obtain a City business license prior to commencing performance under this Agreement.

8. COMPLIANCE WITH LAWS
Consultant shall keep informed of State, Federal and Local laws, ordinances, codes and regulations that in any manner affect those employed by it or in any way affect the performance of its services pursuant to this Agreement. The Consultant shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Consultant is an out-of-state corporation or LLC, it must be Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

qualified and registered to do business in the State of California pursuant to sections 2105 and 17708.02 of the California Corporations Code. The City, its officers and employees shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.

9. CONFLICT OF INTEREST
Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Consultant under this Agreement, or which would conflict in any manner with the performance of its services hereunder. During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if both: (i) such work would require Consultant to abstain from a decision under this Agreement pursuant to a conflict of interest statute; and (ii) City has not consented in writing prior to Consultant’s performance of such work.

10. PERSONNEL
Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Consultant reserves the right to determine the assignment of its own employees to the performance of Consultant’s services under this Agreement, but City reserves the right, for good cause, to require Consultant to exclude any employee from performing services on City’s premises. John Dorado, Project Manager shall be Consultant’s project administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No change shall be made in Consultant’s project administrator without City’s prior written consent.

11. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Consultant may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant. If any state, federal, or local law requires mandatory copyright protection for Consultant’s work product, City shall comply with such laws to the extent feasible.

12. INDEPENDENT CONTRACTOR

12.1 Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

behalf of City or otherwise to act on behalf of City as an agent. Neither City nor any of its officers, employees or agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of City.

12.2 The Parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship, joint-employer relationship, or any other relationship between Consultant or Consultant’s employees except as set forth in this Agreement.

12.3 City shall have no direct or indirect control over Consultant’s employees or sub-consultants with respect to wages, hours, and working conditions. In addition, City shall not deduct from the Compensation paid to Consultant any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to Consultant, Consultant’s employees or subconsultants. City shall have no responsibility to provide Consultant, its employees or subconsultants with workers’ compensation insurance or any other insurance.

12.4 The Parties further acknowledges the following: (i) that Consultant shall provide the services outlined in the Scope of Services directly to City; (ii) Consultant maintains a business location at the address listed under Section 20 that is separate and distinct from the City; (iii) Consultant contracts with other businesses to provide the same or similar services and maintains a clientele without restriction from the City; (iv) Consultant advertises and holds itself out to the public as available to provide the same or similar services; (v) unless otherwise specified in this Agreement, Consultant provides its own tools, vehicles, and equipment necessary for performing the Scope of Services; (vi) Consultant has proposed and negotiated its own rates; and (vii) consistent with the nature and demands of the project and the City’s business hours, Consultant may set its own hours and location of work.

13. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written consent by City. City shall grant such consent if disclosure is legally required. Upon request, all City data and any copies thereof shall be returned to City upon the termination or expiration of this Agreement.

14. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES
No official or employee of the City shall be personally liable to Consultant in the event of any default or breach by City, or for any amount which may become due to Consultant.

Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

15. INDEMNIFICATION

15.1 The Parties agree that City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers should, to the extent permitted by law, be fully protected from any loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the fullest protection possible under the law to City. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify and protect City as set forth herein. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

15.2 To the full extent permitted by law, Consultant shall indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant or any of its officers, employees, servants, agents, or subconsultants in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and consultant fees. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

15.3 City shall have the right to offset against the amount of any compensation due Consultant under this Agreement any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this Section 15 or related to Consultant’s failure to either: (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

15.4 The obligations of Consultant under this Section 15 will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City, its officers, agents, employees and volunteers.

15.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subconsultant or Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City, its officers, agents, elected and appointed officials, employees, affiliated public agencies and volunteers from and against any and all claims, demands, lawsuits, causes of action, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from or arising out of any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subconsultants or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and consultant fees.

15.6 City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

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

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

16. INSURANCE

16.1 During the term of this Agreement, 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 Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

16.1.1 Comprehensive general liability, and Umbrella or Excess Liability Insurance covering all operations by or on behalf of Consultant providing insurance for bodily injury liability and property damage liability for the following and including coverage for:

16.1.1.1 Premises, operations, and mobile equipment

16.1.1.2 Products and completed operations

16.1.1.3 Broad form property damage (including completed operations)

16.1.1.4 Explosion, collapse, and underground hazards

16.1.1.5 Personal Injury

16.1.1.6 Contractual liability
in the amount of One Million Dollars ($2,000,000) per occurrence combined single limit; Two Million Dollars ($4,000,000) aggregate for products/completed operation; Two Million Dollars ($2,000,000) general aggregate (General aggregate must apply separately to Consultant’s work under this Agreement.); and Five Million Dollars ($5,000,000) umbrella or excess liability.

16.1.2 Automobile Liability Insurance for owned, hired and non-owned vehicles utilized by Consultant, its employees or subconsultants, in the amount of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

16.1.3 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 ($1,000,000) per accident for bodily injury or disease. (employer’s liability insurance would cover if they discriminated against someone and would not involve the City. Do we want to require that?)

16.1.4 Professional Liability Insurance against errors and omissions in the performance of the work under this Agreement with coverage limits of not less than One Million Dollars ($2,000,000) per occurrence of claim/ Two Million Dollars ($4,000,000) in the aggregate.

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

Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

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

16.4 Consultant agrees that if it does not keep the aforesaid insurance in full force and effect City may either: (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Consultant’s expense, the premium thereon.

16.5 At all times during the term of this Agreement, Consultant 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, for the general liability and automobile liability policies, naming the City as an additional insured. Consultant shall, prior to commencement of work under this Agreement, file with City’s Risk Manager such certificate(s).

16.6 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. Consultant shall provide such proof to City at least two weeks prior to the expiration of the coverages.

16.7 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming 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 City. 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.

16.8 The general liability and automobile policies of insurance provided by Consultant shall be primary to any coverage available to City. Any insurance or selfinsurance maintained by City, its officers, employees, agents or volunteers, shall be in excess of Consultant’s insurance and shall not contribute with it.

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

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

16.11 Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

indemnify, hold harmless and defend under Section 15 of this Agreement.

16.12 If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

17. MUTUAL COOPERATION

17.1 City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available to City for the proper performance of Consultant’s services under this Agreement.

17.2 In the event any claim or action is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require.

18. RECORDS AND INSPECTIONS
Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City shall have the right to access and examine such records, without charge, during normal business hours. City shall further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

19. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary in the performance of this Agreement. This includes, but shall not be limited to, encroachment permits and building and safety permits and inspections.

20.NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile, email, or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the Parties may, from time to time, designate in writing).

If to City: If to Consultant:

Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

Steve Carmona, City Manager
City of Pico Rivera
PO Box 1016
6615 Passons Blvd.

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Carlos Ortiz, Chief Operating
Officer
Advantec Consulting Engineers
1200 Roosevelt
Irvine California, 92620
With a courtesy copy to:

Arnold M. Alvarez-Glasman, City Attorney
13181 Crossroads Parkway North
Suite 400 - West Tower
City of Industry, CA 91746
Facsimile: (562) 692-2244

21. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 13, 15 and Paragraph

17.2 of Section 17, of this Agreement shall survive the expiration or termination of this Agreement.

22. TERMINATION

22.1. City shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Consultant. Consultant shall have the right to terminate this Agreement for any reason on sixty (60) calendar days’ written notice to City. The effective date of termination shall be upon the date specified in the notice of termination. Consultant agrees that in the event of such termination, City’s obligation to pay Consultant shall be limited to payment only for those services satisfactorily rendered, as solely determined by the City, prior to the effective date of termination. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be returned to City upon the termination or expiration of this Agreement.

22.2 In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement.

23. ASSIGNMENT
Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any Party other than Consultant.

24. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

24.1 In the performance of this Agreement, Consultant shall not discriminate against any employee, subconsultant, or employment applicant because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Consultant will take affirmative action to ensure that subconsultants, employees, and employment applicants are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.2 Consultant will, in all solicitations or advertisements for employees placed by or on behalf of Consultant state either that it is an equal opportunity employer or that all qualified applicants will receive consideration for employment without regard to race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

24.3 Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement except contracts or subcontracts for standard commercial supplies or raw materials.

25. WARRANTIES

25.1 Each Party has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement, or been provided with an opportunity to receive independent legal advice and has freely and voluntarily waived and relinquished the right to do so. 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.

25.2 In executing this Agreement, each Party 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.

25.3 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.

Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

26. CAPTIONS

26.1 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are descriptive only and for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph thereof, as the case may be, and not such heading, shall control and govern in the construction of this Agreement.

26.2 Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).

27. NON-WAIVER

27.1 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. In no event shall the making by City of any payment to Consultant constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Consultant, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing.

27.2 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies.

27.3 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

28. COURT COSTS AND ATTORNEY FEES
In the event legal action shall be necessary to enforce any term, covenant or condition herein contained, the Party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants’ fees and expert witness fees, if any, and attorneys’ fees expended in such action. The venue for any litigation shall be Los Angeles County, California.

Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

29. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

30. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the State of California.

31. COUNTERPARTS
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 or email 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 or email and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered.

32. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the Parties.

Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed by City and Consultant.
(signatures on following page)
Professional Services Agreement
ADVANTEC CONSULTING ENGINEERS INC.

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY” “CONSULTANT”

CITY OF PICO RIVERA ADVANTEC CONSULTING ENGINEERS
______________________________ ___________________________________ Steve Carmona, City Manager Carlos Ortiz, Chief Operating Officer Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Anna M. Jerome, City Clerk Arnold M. Alvarez-Glasman, City Attorney

EXHIBIT A

SCOPE OF SERVICES
City of Pico Rivera

INTELLIGENT TRANSPORTATION

SYSTEMS MASTER PLAN
Date: May 12, 2022
Submitted by:

INTELLIGENT TRANSPORTATION

SYSTEMS MASTER PLAN
Date: May 12 2022
Proposal for:

EXHIBIT "A"

PROPOSAL - SCOPE OF
WORK
Intelligent Transportation Systems Master Plan
City of Pico Rivera
Table of Contents |i

TABLE OF CONTENTS
A

BLE OF CONTENTS

1. EXECUTIVE SUMMARY 1

2. QUALIFICATIONS AND METHODOLOGY 2

3. PROJECT SCHEDULE 39

4. RESOURCE ALLOCATION MATRIX 40
COST PROPOSAL - submitted in a separate envelope.

ATTACHMENTS
A. Signed Addenda
B. Forms
C. Resumes
1200 Rossevelt • Irvine • CA 92620 • (949) 861-4999 • www.advantec-usa.com Because We Care! Because We Care
Your Primary Contact:

Mr. Carlos Ortiz, PE, TE, PTOE
Project Director
ADVANTEC Consulting
Engineers. Inc.
[email protected]
Phone No.: 949-861-4999
Mobile No.: 949-636-0646
May 12, 2022

CITY OF PICO RIVERA
Public Works Department
6615 Passons Boulevard
Pico Rivera, CA 90660
Subject: Proposal for City of Pico Rivera Intelligent Transportation Systems Master Plan Dear Madam/Sir,
ADVANTEC Consulting Engineers, Inc. (ADVANTEC) is pleased to submit our proposal to provide the City of Pico Rivera with professional engineering services to prepare the City’s Intelligent Transportation Systems Master Plan that will fully evaluate the City’s existing traffic signals and communications infrastructure, provide strategies to upgrade the City’s traffic signals and communication infrastructure to current industry standards, recommend infrastructure upgrades to future-proof the traffic signal and communications network and recommend a new Advanced Traffic Management System (ATMS) and an Maintenance Management System (MMS). ADVANTEC is a professional Certified Disadvantaged Business Enterprise (DBE) and Small Business (SBE) consulting firm providing planning, engineering, construction management and inspection, and technology services for public transportation and planning Agencies. Our name more than implies our focus to implement ADVANCEMENTS in TECHNOLOGY in our professional services, thus providing innovative solutions that meet the needs of our clients and the public they serve. Our senior Traffic and Intelligent Transportation Systems (ITS) leadership team has over 300 years combined professional experience providing professional services to public agencies throughout California. Our clients rely on this experience as we continue the company’s founding principle of providing professional services with the best value and quality, on time and within budget performance since we began our business in 1998. ADVANTEC has provided planning, design, and construction support services for various citywide, regionwide, and countywide ITS projects throughout California. By selecting the ADVANTEC Team, the City of Pico Rivera will realize the following key benefits:
ƒ The ADVANTEC Team has the Right Experience and Technical Competence. Our experience includes providing similar professional services to various agencies including the cities of San Marcos, Chula Vista, Carlsbad, Oceanside, El Cajon, La Quinta, Coachella, Palm Springs, Santa Monica, Culver City, Inglewood, Norwalk, Garden Grove, Lancaster, Ontario, San Clemente, Yorba Linda, Caltrans (Districts 7, 8, 11 ,& 12), County of Los Angeles, County of Riverside, Los Angeles Metro, Orange County Transportation Authority, and Southern California Association of Governments (SCAG). In addition, we just completed Phase I of the regionwide Coachella Valley-wide Regional Traffic Signal Synchronization and Smart Region Program. Phase I included the development of a Regional Intelligent Transportation Systems (ITS) Master Plan, Partnering Agreements, Concept-of-Operations, System Engineering Management Plan, Open Architecture Technology Assessment, selection of Priority Corridors, and over 100-miles of secured fiber optic communications, 9 Traffic Management Centers, Advanced Traffic Signal Controllers, Advanced Traffic Management System, Adaptive Control System, Arterial Management Systems, Closed Circuit Television Systems, Weather System, Changeable Message Signs, Connected Vehicle Technologies (C-V2X), and other open architecture ITS solutions. Phase II and Phase III will include over 300 miles of secured fiber optic communications and additional ITS and Smart Transportation Solutions, including Broadband Communications. We are preparing the Coachella Valley to become a major smart region in California and ready to integrate connected and automated vehicles (CAV), and smart cities technologies. The ADVANTEC Team has been 1200 Rossevelt • Irvine • CA 92620 • (949) 861-4999 • www.advantec-usa.com Because We Care! Because We Care
involved in many ITS and Smart Mobility Programs. We have worked and are currently working on regional ITS Programs for state, counties, and regional transportation agencies. ƒ Experienced Project Leadership. Mr. Carlos Ortiz, PE, TE, PTOE will serve as Project Director and Mr. John Dorado, PE, will serve as Project Manager. Mr. John Cox, and Mr. Jose Guedes, TE, will serve as our key support staff. Mr. Dorado and Mr. Ortiz have managed numerous citywide, countywide, and corridor wide ITS projects including ITS projects for the cities of La Quinta, Palm Springs, Coachella, Claremont, Commerce, Culver City, Santa Monica, Norwalk, Torrance, Lancaster, Long Beach, Garden Grove, Orange, Irvine, Caltrans, County of Los Angeles, and CVAG.
ƒ Depth of Experts and Resources. ADVANTEC brings a team of experts and resources with experience in delivering similar smart mobility or technology plan initiatives or projects and with a commanding expertise on local, state, and federal ITS architectures, policies, programs, requirements, and initiatives. Our team members include experts that are working on similar Smart Mobility Programs, Connected Vehicles Pilot Programs, and Smart Cities Programs.
ƒ Extensive Experience with Caltrans and Federally Funded Projects. The ADVANTEC Team has provided planning, design, and construction administration services for many locally and federally funded projects throughout California requiring extensive coordination with Caltrans, and Federal Highway Administration (FHWA). ADVANTEC prepared the County of Los Angeles ITS Architecture Update for Los Angeles Metro.

Therefore, we understand the latest national, state, and local ITS requirements. ƒ Federal ITS Architecture Knowledge and Local Experience. The ADVANTEC Team has experience delivering transportation projects that required the latest Federal ITS Requirements. Our Project Director, Mr. Ortiz managed the Los Angeles County Intelligent Transportation System (ITS) Architecture Update or CONNECTIT. Also, we were a major subconsultant for the Southern California Association of Governments (SCAG) ITS Architecture Update. CVAG’s ITS Master Plan was revised in 2019 and received Federal Highway Administration (FHWA) approval. Therefore, we bring the latest ITS requirements to the City of Pico Rivera. ƒ Working with Stakeholders. A major factor in this project is the extensive involvement, participation, and consensus of the local jurisdictions and stakeholders. This is a very important aspect towards ensuring the success of the City of Pico Rivera Intelligent Transportation Systems Master Plan.

As Chief Operating Officer (COO) of the company, I am authorized to represent the firm with respect to all notices, discussions, and other communication related to our proposal and to any negotiations relating to this contract. ADVANTEC intends to perform the agreement as a single proposer and will bear sole and complete responsibility for all work as defined in the RFP and in the agreed upon resultant Agreement. Our proposal is valid for a minimum of 90 days and our proposal’s terms are valid for the duration of the project. We have no exceptions to the City's standard agreement. We wish to confirm receipt of Amendment No. 1. Should you have any questions, please contact me at [email protected] or 949.636.0646 (mobile). We appreciate this opportunity to work with the City of Pico Rivera.

Sincerely,
Carlos Ortiz, PE, TE, PTOE
Project Director/Chief Operating Officer


































 



















 
 










  

 

 




 


 
 
 



  
  
 


 


 



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