Pico Rivera City Council
December 12, 2023

has been a cooperative and active collaborator in these endeavors. By maintaining CLA as the City's auditors, we can ensure the continuity of this progress and the City's ability to produce “finding free” financial reports consistently.

Steve Carmona
SC:JG:MP:ep
Enclosure: 1) Professional Services Agreement/Exhibit A and B AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND

CLIFTONLARSONALLEN, LLP (CLA)

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and CliftonLarsonAllen, LLP, a Minnesota 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 auditing and accounting services to City.

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 Section 4 of City’s Request for Proposal for Auditing Services dated October 2023, 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 proposal to City attached hereto as Exhibit B.

3.3 “Commencement Date”: July 1, 2024

3.4 “Expiration Date”: June 30, 2029

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 1
12a
Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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 Four Hundred Forty-Nine Thousand, One Hundred Eleven Dollars ($449,111) for the entire duration of the term in a yearly amount as outlined in Exhibit B; unless specifically approved in advance, in writing, by City.

5.2 Consultant shall perform all work in accordance with applicable professional standards.

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 (Exhibit B).

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 Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if the 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. 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.

Joe Ludin, Principal 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. For the avoidance of doubt, written products do not include Consultant’s workpapers which are proprietary information and access is restricted.

Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

12. INDEPENDENT CONSULTANT

12.1 Consultant is, and shall at all times remain as to City, a wholly independent Consultant. 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, 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 sub-Consultants. City shall have no responsibility to provide Consultants, its employees or sub-Consultants 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

13.1 All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential (“Confidential Information”) 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. Notwithstanding the foregoing, to the extend that a copy Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

of any Confidential Information is required to be maintained pursuant to any law, regulation, rule of any regulatory or self-regulatory body applicable to Consultant or to the extent required to comply with Consultant’s internal policies and in accordance with its customary practices for data backup and storage and for defending or maintaining any litigation or other proceedings related to this Agreement, a copy of such materials maybe retained by Consultant so long as such Confidential Information is maintained and used in a manner consistent with the confidentiality obligations of Consultant set forth herein.

Additionally, nothing herein shall require the return or destruction of Confidential Information stored in automatic electronic backup systems, including but not limited to email, if such return would be commercially or technically infeasible, provided that any such retained Confidential Information shall be subject to the non-disclosure and use restrictions imposed herein for so long as such Confidential Information is retained.

13.2 Consultant will not disclose any of City's confidential, proprietary, or privileged information to any person or party, unless City authorizes Consultant to do so, it is published or released by City, it becomes publicly known or available other than through disclosure by Consultant, or disclosure is required by law, regulation or professional standard. This confidentiality provision does not prohibit Consultant from disclosing City's information to one or more of Consultant's affiliated companies in order to provide services that City has requested from Consultant or from any such affiliated company.

Any such affiliated company shall be subject to the same restrictions on the use and disclosure of City's information as apply to Consultant. City also consents to Consultant's disclosure of information regarding the nature of services Consultant provides to City to another independent network member of CLA Global, for the limited purpose of complying with professional obligations regarding independence and conflicts of interest.

13.3 The workpapers and files supporting the services Consultant performs are the sole and exclusive property of Consultant and constitute confidential and proprietary information. Consultant does not provide access to its workpapers and files to City or anyone else in the normal course of business. Unless required by law or regulation to the contrary, Consultant retains its work papers and files in accordance with its record retention policy that typically provides for a retention period of seven years. After the period expires, Consultant's work papers and files will be destroyed. Furthermore, physical deterioration or catastrophic events may shorten the time our records are available. The workpapers and files of our firm are not a substitute for City's records.

13.4 Pursuant to authority given by law, regulation or professional standards Consultant may be requested to make certain work papers and files available to a regulator for its regulatory oversight purposes. Consultant will notify City of any such request, if permitted by law. Access to the requested workpapers and files will be provided to the regulator under the supervision of Consultant personnel and at a location designated by Consultant. Furthermore, upon request, Consultant may provide copies of Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

selected workpapers and files to such regulator. The regulator may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

13.5 Consultant regularly aggregates anonymized client data and perform a variety of analyses using that aggregated data. Some of these analyses are published to clients or released publicly. However, Consultant is always careful to preserve the confidentiality of the separate information that we obtain from each client, as required by the AICPA Code of Professional Conduct and various laws. City's acceptance of this Agreement will serve as City's consent to Consultant's use of anonymized data in performing and reporting on these cost comparison, performance indicators and/or benchmarking analyses.

13.6 Consultant may, at times, use third-party software applications to perform services under this Agreement. City acknowledges the software vendor may have access to its data.

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.

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 directly arising out of or in any way related to the gross negligence or willful misconduct of Consultant in its performance of its obligations under 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 directly arising out of any alleged gross Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

negligence or willful misconduct of Consultant or any of its officers, employees, servants, agents, or sub-Consultants 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 Consultants 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 sub-Consultants 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 sub-Consultants 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.

Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

15.7 PERS ELIGIBILITY INDEMNITY. In the event that Consultant or any employee, agent, or sub-Consultant 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 sub-Consultants, 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 subConsultant 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 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 ($1,000,000) per occurrence Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

combined single limit; Two Million Dollars ($2,000,000) 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 sub-Consultants, 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.

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) per occurrence of claim/ Two Million Dollars ($2,000,000) in the aggregate.

16.2 Consultant shall require each of its sub-Consultants, 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 Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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 sub-Consultants, 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 (“Records”) with respect to all matters covered under this Agreement for a period of three years after the expiration or Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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. For the avoidance of doubt, Records does not include access to Consultant’s work papers which are proprietary information and access is restricted.

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
CliftonLarsonAllen (“CLA”), LLP
Joe Ludin, Principal
2875 Michelle Dr. Suite 300
Irvine, CA 92606
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.

Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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 subject to the terms of Section 13 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 performed, 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, sub-Consultant, 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 sub-Consultants, 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.

Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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 AND OTHER LIMITATIONS

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.

25.4 EXCEPT AS SET FORTH IN THIS PROVISION, CONSULTANT DOES NOT

MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER

EXPRESSED OR IMPLIED, BY FACT OR LAW, INCLUDING, WITHOUT LIMITATION,

ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

25.5 Consultant's services cannot be relied upon to disclose all errors, fraud, or noncompliance with laws and regulations. Except as described herein, Consultant has no responsibility to identify and communicate deficiencies in City's internal controls as part of any services.

25.6 Consultant and certain owners of Consultant are licensed by the California State Board of Accountancy. However, Consultant has owners not licensed by the California State Board of Accountancy who may provide services under this Agreement.

If City has any questions regarding licensure of the personnel performing services under this Contract, City shall contact Consultant.

Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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 Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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 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 the following page]
Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

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

CITY OF PICO RIVERA, A CALIFORNIA

MUNICIPAL CORPORATION
“CONSULTANT”

CLIFTONLARSONALLEN, LLP, A

MINNESOTA CORPORATION
_________________________________
Steve Carmona, City Manager
Dated: ___________________________
_________________________________
Joe Ludin, Principal
Dated: ___________________________
ATTEST:
_________________________________
Cynthia Ayala, City Clerk
Dated: ___________________________
APPROVED AS TO FORM:
_________________________________
Arnold M. Alvarez-Glasman, City Attorney
Dated: ___________________________
Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

EXHIBIT A

SCOPE OF SERVICES
SEE SECTION 4 OF CITY’S OCTOBER 2023 REQUEST FOR PROPOSAL FOR

AUDITING SERVICES
Professional Services Agreement

CLIFTONLARSONALLEN, LLP (CLA)

EXHIBIT B

APPROVED FEE SCHEDULE
SEE ATTACHED EXHIBIT B – APPROVED FEE SCHEDULE
1 REQUEST FOR PROPOSALS (RFP)
FOR

PROFESSIONAL AUDITING SERVICES
Jane Guo
Director of Administrative Services
City of Pico Rivera
Administrative Services Department
6615 Passons Boulevard
Pico Rivera, CA 90660
October 2023
Enc. 1 / Exhibit A
2 Professional Auditing Services
Introduction
The City of Pico Rivera (City) is soliciting proposals from qualified independent certified public accounting firms to audit its financial statements for the three fiscal years beginning with the fiscal year ending June 30, 2024, plus two one-year option periods, for a potential term period of five (5) years.

This Request for Proposal (RFP) describes the Scope of Services, the minimum information that must be included in the proposal, and the evaluation and selection process. Failure to submit information in accordance with the RFP’s requirements and procedures may cause disqualification. For purposes of this RFP, the terms “Proposer”, “Auditors”, and “Firm” are interchangeable.

The performance of the current auditors, CliftonLarsonAllen LLP, has been satisfactory and that firm may participate in the proposal process. The City is seeking proposals because the current audit contract expires on July 1, 2024.

If your firm is interested in responding to this RFP, please read the RFP carefully and fully respond to each question.

1. Instructions to Proposers
Proposers are to read and understand all of the information contained in this Request for Proposals (RFP). The provisions of this RFP along with the proposal submitted will be part of the contract documents for this Project. The City’s Project Manager for this project is Jane Guo, Director of the Administrative Services Department.

2. Schedule of Events
Anticipated Schedule

ACTION DATE
Availability of Request for Proposal 10/2/23
Last Day to Submit Questions 10/16/23
Proposal Submission Deadline 10/30/23
Staff Review of Proposals 10/31-11/6/23
Interview(s) with Top Ranked Consultant(s) & City Negotiations 11/7-11/13/23 Consultant Selection 11/20/23
City Council Award 12//12/23
Notice To Proceed 12/13/23

3 3. Project Area Overview
The City of Pico Rivera is located approximately eleven (11) miles southeast of downtown Los Angeles, on the eastern edge of the Los Angeles Basin, and on the southern edge of the San Gabriel Valley. The towns of Pico and Rivera, from which the City of Pico Rivera originated, were incorporated as one municipality and as a general law city on January 29, 1958. The City is bounded on the north by South El Monte, on the east by portions of the City of Industry, unincorporated Los Angeles County, and Whittier, on the west by Montebello, and on the south by Downey. The City has a total land area of approximately 8.3 square miles. The City is generally bound by Whittier Narrows Dam on the north, San Gabriel River on the east, Telegraph Road on the south and the Rio Hondo Channel on the west. Rosemead Boulevard (State Highway 19) runs north-south through the middle of the City. Whittier Boulevard (State Highway 72) runs east-west through the City.

City of Pico Rivera Profile
The City is a general law city and operates under the Council-Manager form of government whereby the City Council provides policy direction to a City Manager appointed by the Council. As the City’s chief administrator, the City Manager is responsible for overseeing City employees who implement all City’s programs, services, and projects. Five (5) City Council members are elected, at large, for staggered four-year terms. The council members selected two (2) of the members to serve as Mayor and Mayor Pro Tem.

The City provides a full range of municipal services that include public works, water, construction and maintenance of roads and highways, planning and zoning, recreation and cultural activities, and general administrative support such as overall agency management, procurement of goods and services, payroll, recruitment, risk management budget preparation and monitoring and accounting. The City contracts some municipal services with other public agencies, these include:
the Los Angeles County Sheriff’s Department for law enforcement service, the Los Angeles County Fire Department for fire protection and paramedic emergency services, and the Los Angeles County Library System to operate its two (2) community libraries.

Fund Structure
The City uses the fund types listed below in its financial reporting. Each governmental and proprietary fund has a legally adopted budget conforming to the generally accepted accounting principles (GAAP).

Fund Type
Number of Funds
on ACFR
General Fund 1
Special Revenue Funds 25
Capital Project Funds 3
Debt Service Funds 0
Enterprise Funds 4
Internal Service Fund 1
Trust and Agency Fund 1
Total Funds 39
4 In addition, the City maintains governmental capital assets for infrastructure and general capital assets in the Governmental Capital Asset Fund and long-term debt in the Governmental LongTerm Debt Fund.

Administrative Services Department
The Administrative Services Department consists of 18 employees in six divisions:
a. Accounting/Financial Reporting
b. Budgeting
c. Information Technology
d. Payroll
e. Procurement
f. Utility Billing and Revenue
The City utilizes New World Systems as its Enterprise Resource Planning (ERP) system for its finance functions.

Budgetary Controls
The City maintains strict budgetary controls, with the objective of ensuring compliance with legal provisions contained in the annual appropriated budgets approved by the City Council. The level of budgetary control is established at the department/function level within each fund. Formal budgetary integration is employed as a management control device. Budgetary controls, from the Adopted Budget Resolution, are formally adopted by the City Council at budget adoption. They include controls such as Department Directors authorized to move appropriations from one object to another, within each budgetary program/division and within the same fund, provided that the total approved appropriations for a budget program and within the same fund are not exceeded.

The City also maintains an encumbrance accounting system as one method of maintaining budgetary control. These encumbrances lapse at fiscal year-end, and any unexpended balance is eligible to be carried over to the following fiscal year’s budget appropriations with the City Council’s approval of the Adopted Budget Resolution.

Availability of Prior Audit Reports
The City’s prior audited financial statements are available on the City’s website:
https://www.pico-rivera.org/index.php/financial-reports/ Schedule of Fieldwork
The auditor shall provide a detailed audit plan covering interim and final audit fieldwork dates, deadlines for issuance of draft and final reports, etc. The interim audit fieldwork must be completed by July 31st of each year and final audit fieldwork can commence on or after September 15th of each year.

Entrance Conference, Progress Reporting and Exit Conference At a minimum, the auditors will be with the City’s Finance staff for a planning meeting (entrance conference) before or during the interim audit fieldwork and at or near the end of the final audit fieldwork (exit conference). In addition, the auditors will provide a regular status report identifying issues, requested documents, timelines, etc., in order to meet a “no surprises” requirement in the administration of the audit.
5 Single Point of Contact for Questions
The contact person for all questions regarding this RFP is Jane Guo, Director of Administrative Services at [email protected]. Proposers may not contact any other staff members with questions.

Proposers must notify the City of any ambiguity, inconsistency, or error they may find. All questions about the RFP must be submitted via email by the deadline. Any changes or corrections to the original RFP or any other information that will affect the contract will be disseminated via email by members of the Administrative Services Department Staff.

General Requirements
Proposers must submit the proposal for the project via PlanetBids by the deadline contained herein. Additionally, submit the complete proposal via email to [email protected], in searchable PDF format as a single document (optimized and compressed). The naming convention for the file is “Professional Auditing Services - company name”.

Failure to comply with these instructions may render the proposal non-responsive.

The proposal shall address all the items outlined in this Request for Proposal.

4. Nature of Services Required
The City reserves the right to engage the services of a qualified independent certified public accounting firm to audit its financial statements for the three fiscal years beginning with the fiscal year ending June 30, 2024, plus two one-year option periods, for a potential term of five years.

Scope of Work
The firm selected will be required to provide the following base-level services and other general advisory services as may be requested from time to time:
a. The auditors will perform an examination of the City’s basic financial statements and required supplementary information (RSI) in accordance with the auditing standards outlined below, with the objective of expressing an opinion on each opinion unit of the financial statements that collectively comprise the basic financial statements. In addition, the auditors will express an “in-relation-to” opinion on the combining and individual nonmajor fund financial statements, including budgetary comparison schedules. Finally, the auditors will determine that information provided in the introductory and statistical sections of the City’s Annual Comprehensive Financial Report (ACFR) confirms to amounts reported in the basic financial statements. The auditors will prepare the basic financial statements, including all schedules and footnotes. The City will prepare the introductory and statistical section of the ACFR. The auditors will be responsible for rendering their opinion and providing the City with one electronic copy in PDF format by December 15th of each year and 15 bound copies by January 5th of each year. b. The auditors will conduct an examination of the Pico Rivera Water Authority in accordance with the auditing standards outlined below. The auditors will prepare the basic financial statements, including all schedules and footnotes. The City will prepare management’s discussion and analysis. The auditors will be responsible for rendering their opinion and analysis. The auditors will be responsible for rendering their opinion and providing the City with one electronic copy in PDF format by December 15th of each year and 15 bound copies by January 5th of each year.
6 c. The auditors will conduct an examination of the City’s federal awards in conformance with the auditing standards outlined below. In addition to the audit of the federal awards, the auditor will review any materials included in the reporting package accompanying the data collection form. The City will prepare the Schedule of Expenditures of Federal Awards.

The auditors will prepare the single audit report and provide the City with one electronic copy in PDF format by March 15th of each year and 15 bound copies by April 5th of each year.
d. The auditors will perform agreed-upon procedures to test and report on the GANN appropriation limitation calculation. The auditors will be responsible for rendering their opinion and providing the City with one electronic copy in PDF format by December 15th of each year.
e. The auditors will prepare and submit the California State Controller’s Cities Financial Transactions Report for the City, Water Authority, and Public Financing Authority of the City of Pico Rivera.
f. The auditors will compile the Section 8 Financial Data Schedule for the Pico Rivera Housing Assistance Agency within 90 days after the fiscal year-end. The auditor will assist with certifying the schedule electronically submitted to the Department of HUD REAC. g. The City may request the auditors to conduct an audit of the Measure W fund, which is associated with the Los Angeles Region Safe, Clean Water Program (SCW Program).

This audit would assess whether the City complies with the terms and conditions of the agreement between the City and the Program. This audit would take place every three years.
h. When applicable, the auditors will issue a “management letter” that includes nonreportable conditions that were identified during the audit. Management letters should be addressed to the Administrative Services Director and should include a follow-up on the prior year’s recommendations, if any. The auditors will provide the City with one electronic copy in PDF format by December 15th of each year.
i. The auditors will issue a SAS 114 report addressed to the City Council at the conclusion of the audit. The auditors will provide the City with one electronic copy in PDF format by December 15th of each year. A separate SAS 114 letter addressed to the City Council should be provided during the planning phase of the audit to open the “two-way communication” between the auditors and the City Council. j. The City has been a recipient of the Government Finance Officers Association (GFOA) Certificate of Achievement Award for Excellence in Financial Reporting for the past several years and plans to continue to participate in this program in the future. The auditors are expected to assess the City, as necessary, to meet the requirements of the Government Finance Officers Association of the United States and Canada (GFOA) Certificate of Achievement in Financial Reporting Program. k. The City may request the auditor to render any additional services to supplement the services in this RFP or to perform additional work as a result of the specific recommendations in any report issued on this engagement. Such additional work shall be performed only if set forth in an addendum to the contract between the City and the 7 auditor. Any such additional work agreed to between the Agency and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the Proposal.
l. The auditors are expected to keep the City informed of new state and national developments affecting governmental finance and reporting standards and trends, including upcoming GASB pronouncements and provide advice for extraordinary transactions. This shall include one formal updating session per fiscal year with the selected City’s financial accounting staff members. If there is a charge for this, the cost must be separately identified in the audit firm’s cost proposal. m. The auditors are expected to be responsive to questions or requests made by the City during the contract period. An option for early termination of the contract may be exercised by the City for persistent non-responsiveness by the audit firm to the City's questions or requests or failure to meet the deadlines established in the RFP. n. The Engagement Partner may be expected to be present at the City Council meetings when the contract is being awarded or amended and when the annual reports and management letter are being presented (at the City Council or City Manager’s request).

Auditing Standards
a. Auditing Standards generally accepted in the United States of America, as promulgated by the American Institute of Certificate Public Accountants (AICPA) or any success body.

Such standards must include specific requirements found in the AICPA audit guide and Audits of State and Local Governments.
b. Government Auditing Standards, issued by the Comptroller General of the United States. c. The provisions of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance).
d. Specific auditing standards related to any grant agreement determined to be material by the auditors for purposes of the examination of the basic financial statements. e. Any other applicable standards for conducting examinations and/or reports to be issued in conjunction with those items outlined in the Scope of Work.

Retention and Access to Working Papers
All working papers and reports must be retained, at the auditor’s expense, for a minimum of five (5) years, unless the firm is notified in writing by the City of the need to extend the retention period.

Should standard retention periods required by any of the standards identified in the “Auditing Standards to be Followed” section, be increased beyond five (5) years, the increased retention period shall be followed. The auditor will be required to make working papers available, upon request by the City of its designees.

The auditor shall respond to reasonable inquiries of successor auditors and allow successor auditors to review working papers relate to matters of continuing accounting significance.

5. Proposal Submittal Requirement
8 To achieve a uniform review process and obtain the maximum degree of comparability, it is requested that the proposal be submitted via PlanetBids, and an electronic copy email to [email protected]. A proposal should be tabbed and organized as follows:
(Please note that reference to the firm shall include firms if joint proposals or subcontractors are to be used.)
a. Letter of Transmittal
Interested bidders must sign the proposal.
b. Title Page
Show the RFP subject, name of the proposer’s firm, address, telephone number, name of contact person, and date the proposal is submitted.
c. Table of Contents
Clearly identify the material by section and page number. d. Technical Proposal
i) Cover Letter – The proposal letter must be completed and executed by an authorized representative of the Firm and include the following:
• An executive summary (limited to 2 pages) of the proposal identifying the Firm/team being presented for consideration;
• Contact person (and related information) for the City’s correspondence regarding this RFP;
• Acknowledgment of any addenda to the RFP;
• Exceptions the Firm has to the RFP and/or sample professional services agreement, if any.
ii) Firm Qualifications and Experience
• To qualify, a Firm must have extensive experience in audits of local governments. The Firm should state the size of the Firm, the size of the Firm’s governmental audit staff, the location of the office from which the work on this engagement is to be performed, and the number and nature of the staff to be so assigned to the engagement. Staff consistency in the engagement from the Auditor In-Charge position through the Engagement Partner position is an important consideration.
• An affirmative statement should be included that the Firm and all assigned key professional staff are properly licensed to practice public accountancy in California. • The Firm must provide a list of all current special districts, city, county, and other local government clients.
• The Firm shall provide information on the results of federal or state desk reviews or field reviews of its audits during the past three (3) years. The Firm shall provide information on the circumstances and status of any disciplinary actions taken or pending against the Firm during the past three (3) years with State regulatory bodies or professional organizations. iii) Partner, Supervisory, and Staff Qualifications
9 • The Firm should provide as much information as possible regarding the number, qualifications, experience, and training of the specific staff to be assigned to this engagement.
• Resumes for key personnel (engagement partners, technical review partners, managers, in-charge auditors, and any specialists) should be included (as an Appendix to the technical proposal), indicating the following:
- whether such person is licensed to practice as a certified public accountant in California; - information on the government auditing experience of each person; - relevant continuing professional education for the past three (3) years; and - membership in professional organizations relevant to the performance of this audit. • Engagement partners, managers, in-charge auditors, and specialists may be changed if these personnel leave the firm, are promoted, or are assigned to another office. These personnel may also be changed for other reasons with express written permission from the City. However, in either case, the Firm provides that replacements will have substantially the same or better qualifications and experience and the City retains the right to approve or reject replacements.
• Specific Audit Approach - The proposal must include a detailed work plan, including an explanation of the audit methodology to be followed in performing the services required in this RFP (excluding the optional agreed-upon procedures tasks). The description should provide specific tasks and subtasks in ongoing order. The Firm should address any elements of the Scope of Work it believes are not addressed in the RFP but are necessary to complete the work. The detailed work plan should include a list of all the deliverables (excluding the optional agreed-upon procedures reports). The following information should be included related to the specific audit approach:
• Proposed segmentation of the engagement. Please specify which segments of the engagement will be performed in person or remotely.
• Level of staff and number of hours to be assigned to each proposed segment of the engagement.
• Sample sizes and the extent to which statistical sampling is to be used on the engagement.
• Extent of use of Electronic Data Processing (EDP) software in the engagement. • Type and extent of analytical procedures to be used in the engagement. • Approach to be taken to gain an understanding of, document and test, where applicable, the City’s internal control structure, including its controls related to federal and state grant programs.
• Approach to be taken in determining laws, regulations, contracts, and grants subject to audit test work.
• Approach to be taken in including requirements of SAS 99, Consideration of Fraud in a Financial Statement Audit, within the audit plan.
10 • Identification of anticipated potential audit issues. (The proposal must identify and describe any anticipated potential audit issues, the Firm’s approach to resolving these issues, and any special assistance that will be requested from City personnel.) • If any audit fieldwork is planned to be conducted remotely, specify how the auditor would request audit documentation to be provided by the client. iv) References - Please provide a list of five (5) client references for which services similar to those outlined in this RFP are currently being provided by the Firm’s office that will be assigned responsibility for the audit. For each reference listed, provide the name of the organization, engagement partner, engagement manager, total hours for the project, dates for which the service(s) are being provided, type of service(s) being provided and the name, address, telephone number, and email of the principal client contact. (If you desire to furnish statistical data or other tabulated material, please include such information as a separately bound appendix to your proposal.) e. Fees and Costs
Describe your proposed fee schedule as specified in the RFP and should be furnished in a separate envelope or under a separate cover. CITY OF PICO RIVERA reserves the right to negotiate proposed fees for professional auditing services prior to awarding a contract, and to negotiate fees or costs for any option services.
f. Insurance
Describe the limits of your errors and omissions coverage. g. Standard Professional Services Agreement
Proposer should review the CITY OF PICO RIVERA’s standard Professional Services Agreement attached as Appendix A and note any exceptions taken to it in its proposal. The City will consider exceptions on a term-by-term basis as part of the final negotiation discussion with the awarded firm.

In addition, interested bidders must include the following declaration immediately before the proposer’s signature on the proposal:
“This proposal is genuine, and not a sham or collusive, nor made in the interest or in behalf of any person not herein named; the proposer has not directly or indirectly induced or solicited any other proposer to submit a sham bid, or any other person, firm or corporation to refrain from submitting a proposal; and the proposer has not in any manner sought by collusion to secure for themselves an advantage over any other proposer.”

6. Fee Proposal Submittal Requirements
Submit fees to accomplish each task in a Not-to-Exceed Fee which must include conservatively estimated reimbursable expenses to complete each major task as described in the Scope of Work.

The fee proposal must be consistent with the Resource Allocation Matrix to provide a breakdown of approximate personnel hours by classification (job title and hourly rate) in order to accomplish each task and subtask described in the Scope of Work. The time to accomplish each task shall be expressed in working days. The successfully selected Consultant’s monthly invoices must reflect similar information in order to be processed.

Include a fee schedule for reimbursement items on an as-needed basis and cost estimates for each task. The City's policy on consultant and consultant expenses is as follows:
11 a. Hotel, Meals and Airfare - The City will not reimburse for lodging, meals, mileage or transportation for the consultant or its agents.
b. Entertainment/Personal Services - Under no circumstances are expenses related to entertainment (i.e., theater tickets, sporting events, etc.) or personal services (i.e., dry cleaning, haircuts, etc.) reimbursable.
c. Printing and Photocopies – All printing and photocopying costs shall be included in the not to exceed fees.
d. Incidental Expenses – There will be no reimbursements for deliveries/transmittals, telephone expenses or equipment rental/purchases.
e. Proposal Preparation Costs - The City will not reimburse the consultant for any costs associated with the preparation of a proposal.
f. Other Expenses - Proposals may include a list of itemized unit costs of billable expenses typically incurred in the performance of the contract. Items that have not been specified, shall be approved by the City prior to providing and billing the expense.

7. Evaluation Criteria
The key criteria for selecting an auditing firm will be: (1) the capability of the firm, (2) experience in professional auditing, (3) the experience of personnel assigned to the City of Pico Rivera account, (4) ability and willingness of the firm to reassign experienced personnel to ensure continual coverage of the City of Pico Rivera account, and (5) the economics involved in providing service, taking into consideration the locations and travel requirements of assigned personnel.

The criteria used by the City of Pico Rivera will include, but not be limited to, the qualifications and experience of the firm and the individuals who will provide the professional auditing services on behalf of the firm to the City of Pico Rivera, the bidder’s understanding of City’s requirements, and the bidder’s methodology and approach to professional auditing work.

The City of Pico Rivera reserves the right to reject any or all submittals and to waive irregularities in any submittal if that is determined to be in the best interest of the City. The City of Pico Rivera may request additional information from any of the firms’ submitting proposals.

The City of Pico Rivera shall not be responsible for the cost of preparing a proposal, travel, or other costs incurred should an interview opportunity be offered. The interviews will take place in Southern California with the date, time, and location to be announced by the City of Pico Rivera.

Any requests for clarification or other questions concerning this RFP must be submitted via email to Jane Guo, Director of Administrative Services at [email protected]. You are requested to limit your questions to matters relating to this proposal process. Any matters relating to the qualifications of your firm should be raised only in the proposal submitted and, if applicable, during the interview.

Please do not contact Council members regarding this RFP or your proposal during this selection process.

To be considered, please submit your proposal via PlanetBids no later than 4:00 pm on October 30, 2023. One additional proposal should be e-mailed to: [email protected].

PlanetBids will close submission exactly at the date and time set forth in this RFP or as changed by addenda. Proposers are responsible for submitting and allowing sufficient time for their proposals to be accepted by the PlanetBids system before the closing time set forth in this RFP 12 or as changed by addenda. NOTE: Pushing the submit button in PlanetBids may not be instantaneous; it may take time for the proposal submittal and document to upload and transmit before the proposal is accepted. The Proposers are responsible for ensuring their proposals and document(s) are uploaded, transmitted, and arrive on time via the electronic submission process. The City shall not be responsible for incomplete proposals or proposals that do not arrive before the closing time, no matter the reason.

8. Evaluation Process
Selection of the Firm for interview (if interviews are held) with the City will be based on the contents of the written proposal. The proposal may be evaluated and ranked by a committee of selected City staff. The proposals will be rated according to the following selection criteria (in no particular order):
a. Proposal Submission: (30 possible points)
 Quality of the proposal.
 Adherence to the requirements.
b. Qualifications: (35 possible points)
 Expertise in the fields necessary to execute the proposal.  Recent relevant experience of team members.
 Professional qualifications and education of team members.  Ability to assist the City in implementing current and proposed GASB pronouncements.
 References.
c. Project and Implementation Plan (25 possible points)  Approach to conduct the audit of the City and the demonstration of the understanding of the objectives and scope of the audit.  Proposed staffing plan for various segments of the audit engagement.  Proposed timeline to complete the audit.
d. Pricing (10 possible points)
 Specify the total number of hours of work you propose to provide the City for professional auditing services. List the work, provide a schedule of hourly rates for each individual to be assigned to this account, as well as an average composite rate, and provide the total number of hours of work for each assigned individual.  Upon approval of optional transactions or other non-routine work by the City Council, indicate in your proposal how you will charge the City of Pico Rivera for such assignments.
13 e. Total Points for Written Proposal 100 possible points Upon completion of the Proposer evaluation process, a shortlist will be established, and the City will enter into negotiations with the top-ranked firm for the desired consulting services.

Compensation for the subject services will be negotiated based on what is fair and reasonable to the City. Should City staff and the top-ranked firm be unable to reach an agreement, negotiations with that firm will be terminated and negotiations will commence with the next ranked firms in order of their evaluation ranking until an agreement is reached and a firm is selected.

9. Award of Contract
Following evaluation and rating by the Administrative Services Director, the City Manager will recommend the award of a contract to the most qualified proposer providing the best value to the City. All final decisions shall be made by the City Council, which at its sole discretion, reserves upon the City the right to cancel this RFP, issue a new RFP, award, or rescind an offer, The term of the contract will begin after the contract award and the contract Agreement is fully executed, and all required supplemental paperwork, insurance documents, etc., have been received and approved.

10. Payment to Consultant
a. Once the contract is awarded, the City will pay the successful consultant (hereinafter, the “Consultant”) for work completed consistent with the final approved Fee Schedule. The cost Schedule is as described in the Fee Proposal.
b. Progress payments shall be based on tasks performed as identified in the Cost Schedule. Monthly invoices will specifically identify job title, personnel hours, hourly rate and costs incurred by each task.

CITY OF PICO RIVERA
Proposal for Independent Audit Services
Schedule of Professional Fees and Expenses
Title Hourly Rates
Partners
Managers
Supervisor Staff
Staff
Other (Specify)
Description FY 2023‐24 FY 2024‐25 FY 2025‐26 FY 2026‐27 FY 2027‐28 Total Audit of City of Pico Rivera $                 ‐
Audit of Pico Rivera Water Authority $                 ‐ Agreed‐Upon Procedures for Appropriations Limit $                 ‐ Single Audit (each additional major program) $                 ‐ Out of pocket expenses (please specify) $                 ‐ TOTAL $                  ‐ ‐ $                  ‐ $                  ‐ $                  ‐ $                  ‐ $ 14 c. Sub-categorization of tasks is permitted to better define the task for payment. d. All tasks including labor and reimbursable costs shall have supporting documentation presented at the time payment is requested.
e. The City will pay the Consultant for all acceptable services rendered in accordance with the “Agreement for Professional Consultant Services.” City will only accept invoices from the consultant for work that has been reviewed and approved by City’s staff. f. When the Consultant is performing or is requested to perform, work beyond the scope of service in the “Agreement for Professional Consultant Services,” an “Amendment to the Agreement” will be executed between the City and Consultant. g. The Consultant is required to monitor and track the overall project expenditure and report to the City on a monthly basis. Similarly, the Consultant will be responsible for tracking the expiration of the Agreement and its insurance in a timely manner. Once expires, the City will not be able to process any further payments until the situation is rectified.

11. General Conditions
ADDENDA. Should it be necessary for the City to issue addenda to this RFP during the proposal period, the City will endeavor to notify the known holders of this RFP. The addenda will be emailed to all recipients of this RFP for any interested parties to review. Proposal should include a notation that the Proposer is aware of all of the addenda which have been issued and has incorporated the provisions in the proposal. Proposers are responsible for ensuring that they have obtained all addenda.

ADDITIONAL INFORMATION. The City reserves the right, to request additional information or clarifications from Proposers where it may serve the City’s best interest.

ADDITIONAL SERVICES. The Scope of Work describes the minimum work to be accomplished.

Upon final selection of the firm, the Scope of Work may be modified and refined during negotiations with the City. Any additional services negotiated by the parties shall be memorialized in a writing and executed by the authorized agent of each party before any service commences.

AUTHORIZED SIGNATURES. Every proposal must be signed by the person or persons legally authorized to bind the Proposer to a contract for the execution of the work. Upon request of the City, any agent submitting a proposal on behalf of a Proposer shall provide a current power of attorney certifying the agent’s authority to bind the Proposer. If an individual makes the proposal, his or her name, signature, and post office address must be shown. If a firm or partnership makes the proposal, the name and post office address of the firm or partnership and the signature of at least one of the general partners must be shown. If a corporation prepares the proposal, the proposal shall show the name of the state under the laws of which the corporation is chartered, the name and post office address of the corporation and the title of the person signing on behalf of the corporation. Upon request of the City, the corporation shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the proposal to execute contracts on behalf of the corporation. 15 AWARD OF PROPOSAL. City reserves the right to negotiate final terms with the selected Proposer, if any. Award may be made to the Proposer offering the most advantageous proposal after consideration of all Evaluation Criteria.

COMPLIANCE WITH LAWS. All proposals shall comply with current federal, state, and any other applicable law.

CANCELLATION OF SOLICITATION. The City may cancel this solicitation at any time.

CONFLICT OF INTEREST. By signing the Certificate of Proposal (Appendix D), the Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or any work connected with this proposal. Should any agreement be approved in connection with this Request for Proposals, Proposer declares and warrants that no elected or appointed official, officer, or employee of the City, during the term of his/her service with the City shall have any direct interest in that agreement, or obtain any present, anticipated or future material benefit arising therefrom.

COSTS. The City is not liable for any costs incurred by Proposers before entering into a formal contract. Costs of developing the proposals, or any other such expenses incurred by the Proposer in responding to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City. No reimbursable cost may be incurred in anticipation of award.

DISQUALIFICATION OF PROPOSER. If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider proposals from participants in such collusion. No person, firm, or corporation under the same or different name, shall make, file, or be interested in more than one proposal for the same work unless alternate proposals are called for. Reasonable grounds for believing that any Proposer is interested in more than one Proposal for the same work will cause the rejection of all Proposals for the work in which a Proposer is interested. If there is reason to believe that collusion exists among the Proposers, the City may refuse to consider Proposals from participants in such collusion. Proposers shall submit as part of their Proposal documents the completed Non-Collusion Affidavit (Appendix B).

DOCUMENTS, EXAMINATION OF. It is the responsibility of the Proposer to carefully and thoroughly examine and be familiar with these RFP documents, general conditions, all forms, specifications, drawings, plans, and addenda (if any). Proposer shall satisfy him/herself as to the character, quantity, and quality of work to be performed and materials, labor, supervision, necessary to perform the work as specified by these documents. The failure or neglect of the Proposer to examine documents shall in no way relieve him/herself from any obligations with respect to the solicitation and/or subsequent contract that may be awarded. The submission of a proposal shall constitute an acknowledgment upon which the City may rely that the Proposer has thoroughly examined and is familiar with the RFP documents. The failure or neglect of a Proposer to receive or examine any of the documents shall in no way relieve him from any obligations with respect to the proposal. No claim will be allowed for additional compensation that is based upon a lack of knowledge of any solicitation document.

INTERPRETATION OF RFP DOCUMENTS. City reserves the right to make corrections or clarifications of the information provided in this RFP. If any person is in doubt as to the true meaning of any part of the specifications or other RFP documents, or finds discrepancies or omissions in the specifications, he may submit to the City a written request for an interpretation or correction.
16 Oral statement(s), interpretations or clarifications concerning the meaning or intent of the contents of this RFP by any person are unauthorized and invalid. Modifications to the RFP, including, but not limited to the scope of work, can be made only by a written addendum issued by the City. The contact person for all questions regarding this RFP is Jane Guo, Director of Administrative Services. She can be reached via e-mail at [email protected].

Proposers may not contact any other staff members with questions.

The requesting party is responsible for the prompt delivery of any requests. When the City considers interpretations necessary, interpretations will be in the form of an addendum to the RFP documents, and when issued, will be sent as promptly as is practical to all parties recorded by the City as having received RFP documents. All such addenda shall become a part of the RFP document. It is the responsibility of each Proposer to ensure the City has their correct business name, mailing address and e-mail address on file. Any prospective Proposer who obtained a set of RFP documents is responsible for advising the City that they have a set of RFP documents and wish to receive subsequent Addenda.

IRREGULARITIES. City reserves the right to waive non-material irregularities if such would be in the best interest of the City as determined by the City Manager.

NON-DISCRIMINATION. Proposer represents and warrants that it does not and will not discriminate against any employee or applicant for employment because of race, religion, gender, color, national origin, sexual orientation, ancestry, marital status, physical condition, pregnancy or pregnancy-related conditions, political affiliation or opinion, age or medical condition.

NON-EXCLUSIVE. Should the City make an award, the successful Proposer will enter into a NONEXCLUSIVE professional services agreement and the City reserves the right to enter into agreements with other firms.

OFFERS OF MORE THAN ONE PRICE. Proposers are NOT allowed to submit more than one proposal.

OWNERSHIP. All data, documents and other products used or developed during the RFP process become the property of the City upon submission.

NO OBLIGATION. The release of this RFP does not obligate or compel the City to enter into a contract or agreement.

PROPOSAL, REJECTION OF. The City reserves the right to reject any or all proposals or any part of a proposal. The City reserves the right to reject the proposal of any Proposer who previously failed to perform adequately for the City or any other governmental agency. The City expressly reserves the right to reject the Proposal of any Proposer who is in default on the payment of taxes, licenses or other monies due the City.

PROPRIETARY INFORMATION. All bid proposals and documents submitted in response to this RFP shall become the property of the City and a matter of public record pursuant to Government Code sections 7920.000, et seq. Proposals should not be marked as confidential or proprietary unless the proposer are willing and able to legally defend such designations at proposer’s sole cost and expense. The City may refuse to consider a proposal so marked. All Information contained within the proposals will become a matter of public record unless prohibited by law. It is the responsibility of each bidder to clearly identify any and all information contained within their bid proposal that it considers to be confidential and/or proprietary. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other 17 information will be considered public. In the event that a demand for disclosure of information designated as "confidential and/or proprietary" by a bidder is made, the City will notify the bidder in writing of such demand and shall furnish a copy of the City's written response to the requestor.

Bidder may then pursue, at its sole cost and expense, any and all appropriate legal action necessary to maintain the confidentiality of such information.

NO PUBLIC BID PROPOSAL OPENING/PUBLIC RECORDS ACT. Bid proposals shall be opened and their contents secured by City staff to prevent disclosure during the evaluative process and the process of negotiating with competing Proposers. Adequate precautions shall be taken to treat each Proposer fairly and to ensure that information gleaned from competing proposals is not disclosed to other Proposers. Prices and other information concerning the proposals shall not be disclosed until an award is made to the awarding authority by the City Council and the parties execute a final agreement.

REPRESENTATIONS. Proposer understands and acknowledges that the representations made in their submitted proposal are material and important, and will be relied on by the City in evaluation of the proposal. Proposer misrepresentation shall be treated as fraudulent concealment from the City of the facts relating to the proposal.

RFP PART OF AGREEMENT. Should an agreement be awarded, this Request for Proposal and Scope of Services and all conditions may become part of the agreement between the City of Pico Rivera and the successful Proposer.

SEVERABILITY. If any provisions or portion of any provision, of this Request for Proposals are held invalid, illegal or unenforceable, they shall be severed from the Request for Proposals and the remaining provisions shall be valid and enforceable.

SUBCONSULTANT INFORMATION. If the proposal includes the use of subconsultants, Proposer must identify specific subconsultants and the specific requirements of this RFP for which each proposed subconsultant would perform services. If a subcontract for work services to be performed exceeds $25,000 the subcontract must contain all required provisions of the prime contract.

SUBCONSULTANT REFERENCES. For all subconsultants that will be used for providing services as part of the RFP, Proposers must provide a minimum of two references from similar projects performed for any local government clients within the last three years. Information provided shall include:
• Client name
• Project description
• Dates (starting and ending)
• Technical expertise
• Staff assigned to reference engagement that will be designated for work per this RFP • Client project manager's name and telephone number
VALIDITY. Proposal must be valid for a period of 90 days from the due date.

WITHDRAWAL OF PROPOSAL. Proposers’ authorized representative may withdraw Proposals only by written request received by City Engineer before the Proposal Submittal Deadline.

12. Insurance Requirements
(See Section 16 of the attached Professional Services Agreement) 18 ATTACHMENTS:
1) Appendix A: Sample Professional Services Agreement
2) Appendix B: Non-Collusion Affidavit
3) Appendix C: Consultant’s Acknowledgement of Insurance Compliance 4) Appendix D: Certification of Proposal

APPENDIX A

SAMPLE AGREEMENT PROFESSIONAL SERVICES AGREEMENT
AGREEMENT NO. _______

PROFESSIONAL SERVICES AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND
INSERT CONSULTANT’S NAME

1. IDENTIFICATION
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and INSERT CONSULTANT’S NAME, (“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 INSERT DESCRIPTION OF SERVICES REQUIRED.

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 INSERT PROPOSAL DATE 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 INSERT PROPOSAL DATE proposal to City attached hereto as Exhibit “B.”

3.3 “Commencement Date”: INSERT DATE

3.4 “Expiration Date”: INSERT DATE

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.

Professional Services Agreement

CONSULTANT NAME

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 INSERT COMPENSATION AMOUNT. WRITE OUT AMOUNT IN WORDS AND ALSO INCLUDE AMOUNT IN DIGITS 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 Professional Services Agreement

CONSULTANT NAME

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 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.

INSERT NAME AND TITLE OF CONSULTANT’S PROJECT ADMINISTRATOR 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.

Professional Services Agreement

CONSULTANT NAME

12. INDEPENDENT CONSULTANT

12.1 Consultant is, and shall at all times remain as to City, a wholly independent consultant. 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, 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.

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.

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 Professional Services Agreement

CONSULTANT NAME

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 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 Professional Services Agreement

CONSULTANT NAME

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 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
Professional Services Agreement

CONSULTANT NAME

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 ($1,000,000) per occurrence combined single limit; Two Million Dollars ($2,000,000) 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.

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) per occurrence of claim/ Two Million Dollars ($2,000,000) 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.

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 Professional Services Agreement

CONSULTANT NAME

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 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.

Professional Services Agreement

CONSULTANT NAME

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:

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

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765

NAME, TITLE
INSERT CONSULTANT’S NAME

ADDRESS

CITY, STATE, ZIP

With a courtesy copy to:

Professional Services Agreement

CONSULTANT NAME

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 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, 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 Professional Services Agreement

CONSULTANT NAME

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.

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.

Professional Services Agreement

CONSULTANT NAME

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.

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 Professional Services Agreement

CONSULTANT NAME

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 the following page]

Professional Services Agreement

CONSULTANT NAME

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 INSERT CONSULTANT’S COMPANY NAME

______________________________ ___________________________________ Erik Lutz, Mayor INSERT NAME, TITLE
Dated: ________________________ Dated: _____________________________ ATTEST: APPROVED AS TO FORM:
___________________________ ___________________________________ Cynthia Ayala, City Clerk Arnold M. Alvarez-Glasman, City Attorney Professional Services Agreement

CONSULTANT NAME

EXHIBIT A

SCOPE OF SERVICES

Professional Services Agreement

CONSULTANT NAME

EXHIBIT B

APPROVED FEE SCHEDULE
Professional Services Agreement

CONSULTANT NAME

EXHIBIT C

TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. This Agreement calls for services that, in whole or in part, constitute “public works” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. Therefore, as to those Services that are “public works”, Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subconsultant that is not registered with DIR pursuant to Section 1725.5. Consultant and subconsultants shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If the Consultant or any subconsultant ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City.

4. Pursuant to Labor Code Section 1771.4, Consultant’s Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations.

5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement.

6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subconsultant.

Professional Services Agreement

CONSULTANT NAME

7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subconsultant to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records.

8. Consultant shall comply with and be bound by the provisions of Labor Code seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subconsultants shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement.

9. The Consultant shall not perform Work with any Subconsultant that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of consultants from public works. The Consultant and Subconsultants shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of consultants from public works. If the Consultant or any subconsultant becomes debarred or suspended during the duration of the project, the Consultant shall immediately notify City.

10. Consultant acknowledges that eight hours labor constitutes a legal day’s work. Consultant shall comply with and be bound by Labor Code Section 1810.

Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by the Consultant or by any subconsultant for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby 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 Professional Services Agreement

CONSULTANT NAME

provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

12. For every subconsultant who will perform work on the project, Consultant shall be responsible for such subconsultant’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subconsultant a copy of those statutory provisions and a requirement that each subconsultant shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subconsultant’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subconsultant and upon becoming aware of the failure of the subconsultant to pay his or her workers the specified prevailing rate of wages.

Consultant shall diligently take corrective action to halt or rectify any failure.

13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant’s expense with counsel reasonably acceptable to City) City, its officials, officers, employees, agents and independent consultants serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subconsultants, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys’ fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement.
1 APPENDIX B

NON-COLLUSION AFFIDAVIT
The undersigned declares states and certifies that:

1. This Proposal is not made in the interest of, or on behalf of any undisclosed person, partnership, company, association, organization or corporation. This Proposal is genuine and not collusive or sham.

2. I have not directly or indirectly induced or solicited any other Proposer to put in a false or sham proposal and I have not directly or indirectly colluded, conspired, connived, or agreed with any other Proposer or anyone else to put in sham proposal or to refrain from submitting to this RFP.

3. I have not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price or to fix any overhead, profit or cost element of the proposal price or to secure any advantage against the City of Pico Rivera or of anyone interested in the proposed contract.

4. All statements contained in the Proposal and related documents are true.

5. I have not directly or indirectly submitted the proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay any fee to any person, corporation, partnership, company, association, organization, RFP depository, or to any member or agent thereof to effectuate a collusive or sham proposal.

6. I have not entered into any arrangement or agreement with any City of Pico Rivera public officer in connection with this proposal.

7. I understand collusive bidding is a violation of State and Federal law and can result in fines, prison sentences, and civil damage awards.

Signature of Authorized Representative

Name of Authorized Representative Title of Authorized Representative

2 APPENDIX C
CONSULTANT’S ACKNOWLEDGEMENT OF COMPLIANCE WITH INSURANCE

REQUIREMENTS FOR AGREEMENT FOR PROFESSIONAL/CONSULTANT

SERVICES
Consultant agrees, acknowledges and is fully aware of the insurance requirements as specified in the Request for Proposal and accepts all conditions and requirements as contained therein.

Consultant:

Name (Please Print or Type)

By: Consultant’s Signature

Date:

This executed form must be submitted with Scope of Work proposal.

3 APPENDIX D

CERTIFICATION OF PROPOSAL
The undersigned hereby submits its proposal and agrees to be bound by the terms and conditions of this Request for Proposal (RFP).

1) Proposer declares and warrants that no elected or appointed official, officer or employee of the City has been or shall be compensated, directly or indirectly, in connection with this proposal or any work connected with this proposal. Should any agreement be approved in connection with this Request for Proposal, Proposer declares and warrants that no elected or appointed official, officer or employee of the City, during the term of his/her service with the City shall have any direct interest in that agreement, or obtain any present, anticipated or future material benefit arising therefrom.

2) By submitting the response to this request, Proposer agrees, if selected to furnish services to the City in accordance with this RFP.

3) Proposer has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the Proposer and that the Proposer is responsible for them.

4) It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

5) The proposal response includes all of the commentary, figures and data required by the Request for Proposal

6) The proposal shall be valid for 90 days from the date of submittal.

Name of Proposer:

By:
(Authorized Signature)

Type Name:

Title:

Date:

©2023 CliftonLarsonAllen LLP | 38
e. Fees and CostsOur fees are based on the timely delivery of services provided, the experience of personnel assigned to the engagement, and our commitment to meeting your deadlines.CLA understands the importance of providing our clients with value‐added strategies. As part of our fee, we propose to hold routine, proactive quarterly meetings to review and discuss the impact of new accounting issues and other business issues you are facing. We'll help you decide how to handle challenges as they come up — and take advantage of every potential opportunity.

Schedule of professional fees and expenses
Title Hourly Rates
Principals $325Directors $225Supervisory Staff $160Staff $140Other $100 Description FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Total Audit of City of Pico Rivera $48,000 $50,400 $52,900 $55,600 $58,400 $265,300Audit of Pico Rivera Water Authority 7,800 8,190 8,600 9,100 9,600 $43,290REAC 700 750 800 850 900 $4,000Measure W Audit (audit needed every 3fiscal years) ‐  ‐  23,000 ‐  ‐  $23,000Agreed‐upon Procedures forAppropriations Limit 600 630 660 700 735 $3,325Single Audit up to 2 programs (eachadditional major program is $4,000) 10,500 11,025 11,600 12,200 12,800 $58,125SCO Reports (City, PFA, WaterAuthority) 5,615 5,850 6,100 6,400 6,720 $30,6855% Technology and Support Fee 3,661 3,842 5,183 4,243 4,458 $21,386Total 76,876 80,687 108,843 89,093 93,613 $449,111 Enc. 1 / Exhibit B
To: Mayor and City Council
From: City Manager
Meeting Date: December 12, 2023
Subject: APPROVE AMENDMENT NO. 3 TO AGREEMENT NO. 18-
1845 WITH DIEGO’S AUTO REPAIR INC. ON A MONTH-TOMONTH BASIS FOR SIX (6) MONTHS Recommendation:

1. Approve Amendment No. 3 to Agreement No.18-1845 with Diego’s Auto Repair Inc. (Diego’s) in the amount not-to-exceed $30,000 for vehicle maintenance and repair services on a month-to-month basis for a maximum of six (6) months; and

2. Authorize the City Manager to execute the amendment in a form approved by the City Attorney.

Fiscal Impact:

The fiscal year (FY) 2023-24 Adopted Budget includes adequate appropriations to cover the expenditures of up to $30,000 under Account No. 100.40.4033-54500 (Contracted Services). No additional funding is required at this time.

Background:

The Public Works Department has an in-house mechanic who is responsible for providing regular maintenance services such as tire rotation, oil changes, transmission fluid replacement, battery testing, and minor repairs to their fleet of over 65 City-owned vehicles. Several City vehicles have accumulated over 100,000 miles and are in need of extensive maintenance to ensure safety. In instances where a vehicle requires major repairs, the City employs the services of a third-party contractor to expedite the repair process and minimize the time the vehicle is out of service. Vehicle repairs that require specialized equipment and installation services often necessitate the use of a third-party contractor.
13 CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023 APPROVE AMENDMENT NO. 3 TO AGREEMENT NO. 18-1845 WITH DIEGO’S AUTO REPAIR INC. ON A MONTH-TO-MONTH BASIS FOR SIX (6) MONTHS

Discussion:

The agreement with Diego’s for vehicle maintenance and repair services (Agreement No.18-1845) was approved by the City Council on October 23, 2018. The term was for three (3) years with two (2) one-year renewal options. On April 6, 2022, the City approved Amendment No. 1 extending the term to September 30, 2022. On March 16, 2023, the City approved Amendment No. 2 extending the term to December 30, 2023.

At this time, under mutual agreement, the City and Deigo’s Auto Repair, Inc. desire to extend the contract for up to six (6) months on a month-to-month basis. The amount of this extension will be a not-to-exceed amount of $30,000. Approving Amendment No. 3 to Agreement No. 18-1845 will ensure there is no lapse in vehicle maintenance and repair services and will allow staff to finalize the Request for Proposals (RFP), advertise, and eventually award a contract for vehicle maintenance and repair services.

Conclusion:

Staff recommends approving Amendment No. 3 to Agreement No.18-1845 with Diego’s in the amount not-to-exceed $30,000 and authorize the City Manager to execute the amendment in a form approved by the City Attorney.

Steve Carmona
SC:NN:ML:np
Enclosure: 1) Amendment No. 3
AMENDMENT NO. 3 TO AGREEMENT NO. 18-1845

PROFESSIONAL SERVICES AGREEMENT
WITH DIEGO’S AUTO REPAIR, INC.

THIS AMENDMENT NO. 3 TO AGREEMENT NO. 18-1845 FOR
PROFESSIONAL SERVICES WITH DIEGO’S AUTO REPAIR, INC. (“Amendment No. 3"), effective as of the date specified in paragraph 4 hereof, is made and entered into by and between the CITY OF PICO RIVERA (“CITY”), and Diego’s Auto Repair, Inc., (“CONSULTANT”).

RECITALS
A. CITY and CONSULTANT (collectively referred to as the “Parties”) have previously executed that certain Agreement No. 18-1845 Professional Services Agreement dated October 23, 2018, as amended by the Amendment No. 1 to Agreement No. 18-1845, dated April 8, 2022, and Amendment No. 2 to Agreement No. 18-1845, dated March 16, 2023 (collectively “Agreement”) relating to Vehicle and Equipment Maintenance Services for the City of Pico Rivera.

B. The Parties desire to amend said Agreement as set forth herein, pursuant to Sections 4 and 32 of the Agreement.

NOW, THEREFORE, THE PARTIES AGREE THAT THE AGREEMENT SHALL BE AMENDED AS FOLLOWS:

1. CITY’S OPTION TO EXTEND TERM
In accordance with Section 4. TERM of the Agreement, by executing this amendment, the Parties mutually agree to extend the term of the Agreement beyond December 30, 2023 on a month-to-month basis, but no later than June 30, 2024. The expiration date and maximum extension date included in Section 4 of the Agreement is hereby amended to extend the Term of the Agreement until such time as CITY terminates the Agreement, but no later than June 30, 2024 (“Extended Term”).

2. MODIFICATION OF CONSULTANT’S COMPENSATION.

As compensation for the Scope of Services associated with the extension of the Term and those included in Exhibit A, the total compensation under Section 5.1 of the Agreement shall be hereby increased by an amount not to exceed Thirty Thousand Dollars ($30,000) for services provided during the Extended Term.

3. EFFECT OF AMENDMENTS.

Except as modified herein, either expressly or by necessary implication, the terms and provisions of the Agreement between the CITY and CONSULTANT shall remain in full force and effect.

Enclosure 1
13a
Amendment No. 3 to Agreement No. 18-1845
DIEGO’S AUTO REPAIR, INC.

4. EFFECTIVE DATE.

Unless otherwise specified herein, this Amendment No. 3 shall become effective as of the date set forth below on which the last of the parties, whether CITY or CONSULTANT, executes this Amendment No. 3.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed and attested by their respective officers hereunto duly authorized. “CITY” “CONSULTANT”
CITY OF PICO RIVERA DIEGO’S AUTO REPAIR, INC.
______________________________ _________________________________ Steve Carmona, City Manager Meliton F. Cruz, CEO/Owner
Dated: ________________________ Dated: ____________________________ ATTEST: APPROVED AS TO FORM
___________________________ _________________________________ Cynthia Ayala, City Clerk Arnold M. Alvarez-Glasman, City Attorney

EXHIBIT A

To: Mayor and City Council
From: City Manager
Meeting Date: December 12, 2023
Subject: APPROVE AN AGREEMENT WITH TROON GOLF

MANAGEMENT FOR GOLF COURSE MANAGEMENT

SERVICES
Recommendation:

1. Approve an agreement with Troon Golf Management (Troon), in a form approved by the City Attorney, for five (5) years, with two (2) possible two-year renewals for the Pico Rivera Golf Course (Golf Course) management services;

2. Approve additional appropriations of $26,125 to the Golf Course Fund Account No. 570.16.1620-56200 (Management Fee) for the remaining five months of the fiscal year (FY) 2023-24;

3. Approve an annual management contingency fee of up to $5,986, not exceeding 5% of the total management fee; and

4. Authorize the City Manager to take all necessary and reasonable steps to execute the agreement on behalf of the City.

Fiscal Impact:

The City of Pico Rivera (City) allocated $60,000 in Golf Course Fund Account No. 570.16.1620-56200 (Management Fee) for FY 2023-24 and FY 2024-25. This amount was set aside to cover the monthly cost of $5,000 charged by S&S LaBarge Golf, Inc.

The monthly cost for the new management company is $9,976, which includes a base management fee of $8,500 and an additional $1,476 for shared and centralized services, resulting in an annual total of $119,712. The management services include management of the Golf Course and the supervision of food and beverage operations. [This space intentionally left blank]
14 CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023

APPROVE AN AGREEMENT WITH TROON GOLF MANAGEMENT FOR GOLF

COURSE MANAGEMENT SERVICES

TROON
2024 BASE MANAGEMENT, SHARED SERVICES AND
CENTRALIZED SERVICES (9 Holes)
Centralized Services Per Unit Employees Annual Cost
Base Management Fee
Payroll & Benefits – (per employee / pay period) $ 14.43 27 $ 102,000.00
$ 10,129.86
HR Compliance $ 2,503.68
Technology Support – POS and Employee Plus $26 Per Node 3 $ 2,627.82 Controls and Compliance $ 1,736.58
Management Contingence
EPL / Fraud Insurance - $0 Deductible
$ 5,985.61
$ 714.30
125,697.85

The additional appropriation in the Management Fee account is an annual amount of $5,986 for a management contingency.

Background:

In 2018, the City signed an agreement with S&S LaBarge to provide management services for the Golf Course. Over the past five (5) years, S&S LaBarge has been responsible for managing the Golf Course and the associated food and beverage services. Since 2018, S&S LaBarge has undergone five (5) separate amendments.

S&S LaBarge management has faced several major incidents that have had a profound impact on their business model. In 2020, the Covid-19 Pandemic (pandemic) shut down the course for approximately six (6) months. Fortunately, at that time golf was considered an authorized outdoor sport, and the Golf Course quickly gained popularity as a family-friendly destination.

In addition to the pandemic, in October 2021, the United States Army Corps of Engineers (USACE) announced that they planned to shut down the Golf course in order to begin the construction work needed for the Whittier Narrows Dam Retrofitting Project.

This project assisted in mitigating a myriad of issues encompassed in the Whitter Narrows Dam Safety Project (WND Project). As a result, in September of 2021 the Golf Course was shut down for approximately 30 days for the USACE. During that time, the USACE allowed the City and S&S LaBarge to reconstruct several holes and redesign the back area of the course that had been displaced due to the construction. S&S LaBarge successfully redesigned the layout of the 9-hole Golf Course and continued to stay committed to providing quality operations of the facility. The temporary tee boxes have been made permanent, restoring the course to its former working order.

During this time, the Golf Course has endured ongoing thefts of maintenance equipment, grass care equipment, and golf carts, as well as detrimental effects from surrounding homeless encampments in the San Gabriel Riverbed. Furthermore, in February 2023, the golf course club house was damaged by a major fire, which destroyed the rear storage and inventory rooms, as well as the back maintenance yard.

CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023

APPROVE AN AGREEMENT WITH TROON GOLF MANAGEMENT FOR GOLF

COURSE MANAGEMENT SERVICES

All of these incidents have made it difficult for S&S LaBarge to continue providing dedicated day-to-day service to our course. S&S LaBarge has been a valuable partner since 2018 and they believe that the course’s needs have surpassed what they, as a small local business, can currently fulfill.

Discussion:

S&S LaBarge submitted their resignation as the primary management company of the Pico Rivera Golf Course on September 30, 2023. They mentioned in their resignation letter that their company is small, has limited resources, and that the recent loss of key staff members has made daily operations difficult. S&S LaBarge suggested that Troon assume control of the Golf Course, emphasizing Troon’s extensive resources and larger scale as contributing factors. They were confident that Troon would maintain the facility’s vision and dedication to delivering exceptional services.

Troon has been in business for over 30 years and currently manages more than 700 golf courses across the United States, with 37 facilities in California. Troon will oversee golf operations, maintenance of the course, marketing and promotion, general and administrative responsibilities, financial and accounting services, as well as personnel hiring and training. Troon offers a number of additional services that are not currently available through S&S LaBarge. The additional monthly cost of $8,500 with Troon, as opposed to $5,000 monthly with S&S LaBarge, is due marketing and promotion of the course, a more focused social media presence, day-to-day transaction processing, accounts payable management, and facilitation of the complete month and close process, upgraded agronomic procedures and the possible addition of Toptracer (a popular practice tool) to the driving range. By implementing a consistent and strategic marketing plan focused on revenue generation, community programming, and digital marketing initiatives. The City is confident that Troon will be able to generate additional revenue.

Therefore, Troon has proposed to assume management of the Golf Course and food and beverage operations in February of 2024. The City, Troon and S&S LaBarge have agreed to work together to guarantee a seamless transition between December 2023 and January 2024. Troon will take over leadership on February 1, 2024.

The City has worked with Troon to ensure that all existing staff will be able to continue their employment with them. However, they have been advised of the potential closure, and the use of the facility is at the discretion of the US Army Corps of Engineers.

Additionally, the City may dispense with the bidding requirements if it finds that the supplies, services, or equipment are unique because of their quality, durability, availability, or fitness for a particular use and are available only from one source. Due to the timing constraints experienced by the City in being able to solicit bidders, the City CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023

APPROVE AN AGREEMENT WITH TROON GOLF MANAGEMENT FOR GOLF

COURSE MANAGEMENT SERVICES

determined that this contract conforms to the Sole Source Purchasing exemption stated in MC 3.20.030(B).

Conclusion:

Staff recommends approving an agreement with Troon Golf Management for five (5) years, with two (2) possible two (2) year renewals for management of the Pico Rivera Golf Course beginning February 1, 2024 (FY) 2023-24), and approve a final payment of $5,000 to S&S LaBarge Golf, Inc. for the transitional month of January 2024.

Steve Carmona
SC:PY:jl
Enclosures: 1) Management Agreement
2) Troon Management Proposal
Pico Rivera GC - MA 004
12/7/23

GOLF FACILITY

MANAGEMENT AGREEMENT
FOR

PICO RIVERA GOLF COURSE
Date: February 1, 2024
Enclosure 1
14a
2 Pico Rivera GC - MA 004
12/7/23

GOLF FACILITY MANAGEMENT AGREEMENT
THIS GOLF FACILITY MANAGEMENT AGREEMENT (the “Agreement”) is made and entered into this day of February 1, 2024, by and between THE CITY OF PICO RIVERA, a California municipal corporation (“Owner”) and TROON GOLF L.L.C., a Delaware limited liability company (“Troon”).

RECITALS:

A. Troon is engaged in the ownership, management and operation of golf facilities.

B. Owner owns that certain golf facility that includes a 9-hole golf course and dining facilities known as “Pico Rivera Golf Club” (the “Golf Course”) located in Pico Rivera, California, together with the Improvements (as defined below) located thereon.

C. Owner desires to utilize the services and experience of Troon in connection with the management and operation of the Facility (as defined below), and Troon desires to render such services, upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, Owner and Troon hereby agree as follows:

1. Definitions. (a) As used herein the following terms shall have the respective meanings indicated below:

Affiliate – any corporation or other entity controlled by, controlling or under common control with Troon or Owner, as applicable. The words “control”, “controlled” and “controlling” mean ownership, directly or indirectly, of 50% or more of the legal or beneficial ownership interest of such corporation or other entity.

Affiliated Facilities – all golf course facilities managed or operated by Troon throughout the world (including, without limitation, if designated as such by Troon, golf facilities operated by an Affiliate of Troon).

Employee Costs – all costs pertaining to employees at the Facility arising out of the employment, management or termination of such employees whether before, during or after the Term, including, without limitation, salaries, fringe benefits, bonuses, relocation costs, costs of recruitment (including applicable agent fees), vested and non-vested benefits, vacation pay, accrued sick days, seniority rights, severance, unemployment compensation, compliance with governmental laws and regulations and insurance, and any other similar employee liability costs and expenses. All Employee Costs shall be approved by Owner and included in the Annual Plan for each Fiscal Year.

Facility – a collective term for the Golf Course, the Improvements and the FF&E (as defined below).

FF&E – all fixtures, furnishings, furniture and equipment required for the operation of the Facility.
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GAAP – Generally Accepted Accounting Principles.

Gross Operating Profit or GOP – the amount, if any, by which Gross Revenues exceed Operating Costs.

Gross Revenues – all revenues and income of any nature derived directly or indirectly from the Facility or from the use or operation thereof, including greens fees, gross sales proceeds from monthly dues from members of the Facility (if applicable), rental fees for golf carts, golf clubs and other rental item fees, lesson fees (but only to the extent such fees are retained by the Facility), range ball fees, food and beverage sales, liquor sales, telephone, revenue generated from space rentals and from meetings, banquets, parties, receptions, tournaments and other group gatherings, merchandise sales, rental or other payments from lessees and sublessees (but not including the gross receipts of such lessees and sublessees), and the proceeds of business interruption, use, occupancy or similar insurance. There shall be excluded from Gross Revenues: (i) any gratuities or service charges distributed as compensation to the Facility’s employees; (ii) any credits or refunds made to customers, guests or patrons; (iii) any sums and credits received by Owner for lost or damaged merchandise; (iv) any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, tourist taxes or charges; (v) any proceeds from the sale or other disposition of the Facility, FF&E, or other capital assets; (vi) any property and/or liability insurance proceeds (other than business interruption insurance); (vii) any condemnation awards or receipts from sales of FF&E or other capital assets under the threat of condemnation other than any award made in a temporary taking and in the nature of an award for lost income; (viii) any proceeds of financing or refinancing of the Facility; (ix) amounts contributed by Owner pursuant to the terms of this Agreement; (x) income or interest derived from the Facility Accounts and (xi) the proceeds from initiation fees received by the Facility from the sale of memberships at the Facility (if applicable). Gross Revenues shall be determined on an accrual basis and in accordance with GAAP with the exception of membership initiation fees included within the definition of Gross Revenues as noted above (if applicable). For the avoidance of doubt, amortization of initiation fees in accordance with GAAP shall be excluded from the definition of Gross Revenues.

Improvements – the Facility clubhouse, practice facilities and all other buildings, structures and improvements now located or hereafter constructed on the land encompassing the Golf Course (the “Site”) and all fixtures and equipment attached to, forming a part of and necessary or desirable for the operation of such clubhouse and other buildings, structures or improvements (including, without limitation, heating, lighting, plumbing, sanitary system, air-conditioning, refrigeration, kitchen, elevators and similar items) and such (i) restaurants, bars and banquet, meeting and other guest areas, (ii) commercial space, including concessions and shops, (iii) garage and parking space, (iv) storage and service areas, (v) recreational facilities and areas, (vi) grounds and gardens for common use of the guests, (vii) permanently affixed signage and (viii) other facilities and appurtenances, all as presently exist on the Site or are hereafter added thereon during the Term.

Net Operating Income - the amount, if any, by which Gross Operating Profit exceeds Fixed Charges calculated for the relevant period.

Operating Costs - the sum of the costs and expenses (including Employee Costs) of 4 Pico Rivera GC - MA 004
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maintaining, operating and supervising the operation of the Facility which are not properly capitalized but instead are normally charged as a current expense under generally accepted accounting principles, consistently applied GAAP. All Operating Costs shall be approved by Owner and included in the Annual Plan for each Fiscal Year.
(i) The cost of the supplies and equipment necessary to operate the Facility; (ii) The Base Management Fee;
(iii) The Accounting Fee;
(iv) Employee Costs;
(v) Advertising and promotional expenses incurred directly by the Facility, administrative and general expenses of the Facility, the cost of Administrative Services, utility and energy costs, operating licenses, fees and permits, and grounds and landscaping maintenance costs;
(v) All expenditures made for routine maintenance and repairs to keep the Facility in good condition and repair;
(vii) All reimbursable expenses due Troon;
(viii) All insurance premiums for all insurance obtained pursuant to the requirements of Section 18 (other than property insurance premiums);
(ix) Reasonable reserves for uncollectible accounts receivable as set forth in the Annual Plan;
(x) Credit card and travel agent commissions; and
(xi) all state taxes or impositions of any kind (with the exception of income taxes on revenues earned by Troon) associated with the operation of the Facility and the performance of Troon’s obligations under this Agreement, including but not limited to sales tax, use tax or other similar taxes, whether imposed upon Owner or Troon.

There shall be expressly excluded from Operating Costs the following costs and expenses of the Facility, which shall be defined as “Fixed Charges”:
(A) Depreciation of the Improvements (if applicable) and FF&E, and amortization of financing costs, pre-opening expenses, organizational and other costs; (B) All debt service (including interest and principal) on any indebtedness related to the Facility;
(C) Rental payments pursuant to any ground lease;
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(D) The cost of external (third-party) audits of Facility operations and/or with respect to Owner’s legal entity;
(E) Recurring and non-recurring Owner ownership costs, such as Owner’s legal entity administration and servicing fees;
(F) The Incentive Management Fee;
(G) Real estate (if applicable) and personal property taxes and assessments (including payments to tax escrow accounts, but without duplication with respect to taxes subsequently paid out of such tax escrow accounts);
(H) Payments pursuant to any equipment leases or installment sales contracts; (I) Such other cash expenditures (including capital replacements and major capital improvements as part of the Restoration Project and otherwise) which are normally treated as a capital expenditure under GAAP; and
(J) Property insurance premiums.

Owner Proprietary Information - all intellectual property relating to Owner and/or the business affairs of Owner, including, without limitation: (i) the Owner Marks; (ii) proprietary documents, materials or software (including, without limitation, manuals, software programs, internal correspondence, operating standards manuals, agronomic standards manuals, and other items of a proprietary nature created by Owner) specifically acquired, developed or modified in whole or in part by or for Owner, and used in the operation of Facility; and (iii) any trade secrets and copyrightable or patentable subject matter developed, acquired, or licensed by Owner in the ownership and operation of the Facility, and all intellectual property rights relating to any of the foregoing.

Troon Proprietary Information – all intellectual property relating to Troon or any of its Affiliates, the business affairs of Troon or any of its Affiliates, or any golf club, golf course or facility or other similar operation or similar facility which Troon or any of its Affiliates owns, leases or operates, including, without limitation: (i) the Troon Marks; (ii) proprietary documents, materials or software (including, without limitation, manuals, software programs, internal Troon correspondence, operating standards manuals, agronomic standards manuals, and other items of a proprietary nature created by Troon or its Affiliates) specifically acquired, developed or modified in whole or in part by or for Troon or its Affiliates, and used in the operation of Facility or in any Affiliated Facility; (iii) guest and player data; and (iv) any trade secrets and copyrightable or patentable subject matter developed, acquired, or licensed by Troon or any of its Affiliates in the operation of the Facility or in any Affiliated Facility, and all intellectual property rights relating to any of the foregoing. (b) Other Definitions
As used herein, the following terms have the meanings set forth in the respective Sections indicated below:
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Accounting Fee – Section 14(a)
Annual Plan – Section 12(a)
Base Management Fee – Section 13(a)
Centralized Services – Section 10(a)
Commencement Date – Section 7
Cooperative Sales and Marketing Services– Section 9
Defaulting Party – Section 19(b)
Event of Default – Section 19(a)
Executive Employees – Section 2(b)
Facility Account – Section 16(a)
Facility Tradename – Section 23(a)
Fiscal Year – Section 12(a)
Fixed Charges – Section 1
Golf Course – Recital B
Initial Term – Section 7
Interim Insurance Period – Section 18(c)
Losses – Section 22(a)
Minimum Balance – Section 4(a)
Non-Defaulting Party – Section 19(b)
Operational Standards – Section 3
Optional Shared Services – Section 4(a)
Owner Marks – Section 23(a)
Payroll Account – Section 16(a)
Site – Section 1
Term – Section 8
Troon Marks – Section 23(b)
Troon Misconduct – Section 22(a)
Troon Services – Section 2(b)

2. Engagement of Troon. (a) Troon represents it is an experienced manager and operator of first-class golf facilities and understands that Owner is relying on Troon’s expertise in managing first-class golf facilities in entering into this Agreement. Subject to Owner’s input and oversight, Owner hereby grants to Troon for the purpose of satisfying its obligations hereunder, the right to supervise and direct the management and operation of the Facility for and on the account of Owner, and Troon hereby accepts said grant and agrees that it shall supervise and direct the management and operation of the Facility, all pursuant to the terms of this Agreement, and Owner shall reasonably cooperate so as to permit Troon to carry out its duties hereunder. (b) The services to be performed by Troon (the “Troon Services”) shall include: (i) supervise and administer daily operations and act as general manager for all functions relating to or in connection with the Facility, (ii) establishment, and amendment of, and implementation of policies, standards and schedules for the day-to-day management, operation and maintenance of the Facility and for all matters affecting guest relations; (iii) hire, train, discipline, discharge, promote and supervise the Facility’s general manager and all Facility employees that directly report to the general manager (collectively, the “Executive Employees”) and all other Facility 7 Pico Rivera GC - MA 004
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employees; (iv) establishment, and amendment of, and implementation ofstandards for agronomic conditioning of the Golf Courses; (v) pricing, (including rates and prices for guest greens fees, rental fees and other similar fees and charges for usage at the Facility); (vi) externally communicate and coordinate activities with guests, and devise strategies (including interaction with area media) to preserve, protect and enhance Owner’s status and reputation, and attend area golf and trade shows and staff booths at such events; (vii) establish accounting and payroll procedures and functions for the Facility; (viii) receive, hold and disburse funds, and maintain bank accounts, subject to the provisions of Section 16; (ix) policies relating to entertainment, labor and credit policies; (x) supervise food and beverage services; (xi) including, without limitation, banquet services, menu prices and other guest charges; (x) procure inventories, supplies and services; (xii) assess and make recommendations with respect to technology requirements, as well as supervise and coordinate technology-related issues, either directly or through third-party vendor relationships; (xiii) manage the caddie program at the facility, if any; (xiv) manage special events at the Facility; (xv) establish and maintain marketing and communication programs for guests; (xvi) provide HR support and training for all Facility employees; (xvii) provide legal guidance and support for certain legal issues within the purview (and only to the extent authorized by this Agreement) the Troon in-house legal team; and (xviii) provide an opportunity for the Facility to participate in Troon’s insurance program which would entitle Owner to obtain advice from Troon’s risk management team.
(c) Troon shall not enter into any lease or contract on behalf of the Facility without first obtaining written permission by Owner. In the event that Troon enters into any lease or contract on behalf of the Facility for the use of property or the provision of services related to the Facility, Owner shall indemnify and hold Troon harmless from any obligations and liabilities related to the payment of said leases or contracts and upon the termination or expiration of this Agreement for any reason, any such leases or contracts shall be assigned from Troon to Owner or its designee and Owner or its designee shall assume all Troon’s obligations pursuant to said leases and contracts.

3. Operational Standards. Troon shall cause the Facility to be operated in a professional manner, as a first class facility in accordance with the terms of this Agreement and the operational standards established by Troon from time to time as the same may be modified from time to time by Troon (the “Operational Standards”). Troon shall determine and implement the operating policy, standards of operation, quality of service and any other matters affecting guest relations and the efficient management and operation of the Facility.

4. Personnel. (a) Owner shall terminate, or cause to be terminated, all employees at the Facility as of the Commencement Date. Owner shall have full responsibility for all expenses associated with its employees, including such employees’ salaries, vested and non-vested benefits, vacation pay, accrued sick days, profit sharing, tax deferred compensation, unfunded retirement plans and pension fund contributions, seniority rights and any other similar expenses of such employees incurred or accrued as of the date of such termination. From and after the Commencement Date, Troon shall be entitled to hire any employees, including any Executive Employees, that Troon determines are necessary or desirable for the operation and maintenance of the Facility in accordance with the terms of this Agreement.
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(b) After the Commencement Date, all personnel employed at the Facility shall at all times be employees of Troon or an Affiliate of Troon. All employment costs shall be paid by Owner.

If an employee of Troon or an Affiliate of Troon that is not employed at the Facility is assigned temporarily or on a part-time basis to perform services at the Facility, the employee costs associated with such employee in proportion to the period of time such employee dedicates to the Facility, the actual expenses incurred traveling to and from the Facility, and any fees for such additional services shall be reimbursed to Troon, subject to any applicable restrictions and the limitations provided in the Annual Plan. Troon shall hire, train, discipline, discharge, promote and supervise all employees at the Facility, fix their compensation and fringe benefits, and, generally, establish and maintain all policies relating to employment and employment benefits. Owner shall have the right to approve the hiring of the Facility's Executive Employees, which approval shall not be unreasonably withheld.

Subject to Troon’s indemnification obligations in Section 22(a), all costs of every kind and nature pertaining to all employees at the Facility arising out of the employer-employee relations shall be an operating expense and shall be the sole responsibility of Owner. (c) After the Commencement Date, upon Owner’s approval, Troon shall provide to the Facility its optional corporate-based shared employee services to include (i) a regional controller, (ii) an area retail manager, and (iii) Shared Accountant (the “Optional Shared Services”), which typically replace certain elements of the on-site Facility functions with a suite of services provided from Troon’s corporate office to Affiliated Facilities on an allocated basis. If Owner elects to receive the Optional Shared Services, the fee for such services shall be approved by Owner and included in the Annual Plan, provided, however, that the cost for the Shared Accountant referenced above and other accounting services provided by Troon hereunder shall be included in the Accounting Fee set forth in Section 14(a).

5. Owner's Obligations. (a) Owner shall obtain, with reasonable assistance from Troon, all necessary licenses and permits required by applicable law to be held by Owner at the Facilities so as to permit Troon to manage and operate the Facilities in accordance with the Operational Standards have been obtained and are maintained during the Term. Troon shall ensure that all necessary licenses and permits required by applicable law or otherwise to be held by Troon, as manager, for the operation of the Facilities have been obtained and are maintained by Troon during the Term. Troon shall use commercially reasonable efforts to comply with any conditions set out in any such licenses and permits, whether held by Owner or Troon, and Troon shall at all times operate and manage the Facilities in accordance with such conditions and any other legal requirements. (b) Owner agrees to provide all funds necessary to pay all Employee Costs and all other costs related to the provision of the Services at the Facility, and shall cause all such costs to be timely paid.
(c) Owner shall pay (or reimburse Troon if applicable), as an operating expense, all federal and state taxes or impositions of any kind associated with the operation of the Facility and the performance of Troon’s obligations under this Agreement, including but not limited to sales tax, use tax, payroll tax or other similar taxes, whether imposed upon Owner or Troon.

6. Authority and Control. Owner shall maintain the right to oversee and approve 9 Pico Rivera GC - MA 004
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Troon’s implementation of all operating budgets, policies, standards of operation, quality of service and any other matters affecting guest relations or the efficient management and operation of the Facility. Notwithstanding anything to the contrary contained in this Agreement, if Troon is unable to perform any of its obligations under this Agreement because of the failure on the part of Owner to provide funds as required by Section 5 above, such inability of performance shall not be deemed a default on the part of Troon and shall not give rise to any right of termination, damages or other remedy against Troon.

7. Term. Troon shall begin its obligations hereunder for the period of time beginning on February 1, 2024 (the “Commencement Date”) and ending on January 31, 2029 (the “Initial Term”) unless sooner terminated as provided in Section 19.

8. Renewal. The Initial Term shall thereafter be renewed for two (2) consecutive two (2) year renewal periods unless either party delivers written notice to the other that the Initial Term or then current renewal period shall not be renewed, which notice must be given at least ninety (90) days prior to the expiration of the Term or then current renewal period if applicable. The Initial Term, together with any renewal periods, shall be referred to as the “Term”.

9. Cooperative Sales and Marketing Services. (a) Troon shall provide cooperative sales and marketing services (the “Cooperative Sales and Marketing Services”) to the Facility which shall include: (i) system-wide sales and marketing activities for the Facility and all Affiliated Facilities, including national and international advertising, group sales promotion, public relations and direct selling efforts for the benefit of the Facility and the collective business development at all Affiliated Facilities; (ii) participation in the Troon central reservation system which provides a regional, national and international toll-free system for inquiries regarding customer bookings and for making, changing and canceling reservations at the Facility and/or Affiliated Facilities; (iii) representation at golf industry sales and trade shows; (iv) inclusion on, and a hyperlink from, the Troon world wide web site to the Facility world wide web site; and (v)such other additional sales and marketing services as Troon may determine may benefit the Facility and the Affiliated Facilities or develop and promote further the Facility or the Troon brand.

(b) Owner shall pay, as an Operating Cost, a reasonable monthly assessment in exchange for Troon’s provision, and/or arranging for the provision, of the Cooperative Sales and Marketing Services. Owner shall pay the first assessment on the Commencement Date, and thereafter on the first day of each calendar month during the Term. The amount of the assessment shall be included in the Annual Plan. Owner acknowledges that the Facility shall also be responsible to pay, in addition to the amount of the assessment, any third party charges or costs associated with the Cooperative Sales and Marketing Services which shall be provided without mark-up or profit by Troon and shall be an Operating Cost.

10. Centralized Services. (a) Troon shall cause to be furnished to the Facility, as an operating cost, certain services (“Centralized Services”) which are furnished generally on a central or regional basis to other Affiliated Facilities. Centralized Services shall include the following categories of services: (i) “Human Resources Compliance”, which includes the provision of Troon’s standardized materials for conducting compliance training (e.g. standards implementation, safety (including OSHA compliance), and harassment prevention), recruitment, and administration of 10 Pico Rivera GC - MA 004
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employee reward and recognition programs; (ii) “Payroll Processing” for Troon Employees; (iii) “Technology Support”, which includes oversight of the Facility’s information technology guidance and support; (iv) “Employee and Benefit Administration” which includes administration of employee benefits for Troon Employees; (v) “Controls & Compliance” which includes periodic oversight, through Troon’s centralized internal audit function, of the Facility’s operational and accounting control procedures; and (vi) “EPL/Fraud Insurance”, which includes the cost of insurance for the Employers Practices Liability insurance and the Crime coverage Policy for Troon Employees. (b) The Centralized Services shall be provided by Troon to the Facility as long as Troon employs the Facility employees. The costs associated with the provision of the Centralized Services listed in Section 10(i) and (ii) above shall be an additional cost and are not included in the Base Management Fee but shall be included in the Annual Plan for each Fiscal Year. The costs associated with the provision of the Centralized Services listed in Section 10(iii), (iv), (v) and (vi) shall not be an additional cost to Owner and are included in the Base Management Fee.

(c) Troon may from time to time propose that additional central or regional services be furnished and included as part of Centralized Services for the benefit of the Affiliated Facilities or in substitution for services now performed at individual Facilities which may be more efficiently performed on a group basis. Any modification to the foregoing list of Centralized Services shall be made by Troon in conjunction with the Annual Plan.

11. Procurement Services. Troon shall make available its centralized purchasing programs and/or other group buying techniques in connection with the Facility's purchase of operating supplies, operating equipment, inventories and services. Troon may receive and retain a fee or other compensation from vendors and service providers in exchange for Troon's services in making the benefit of volume purchases available to the Facility or negotiating and implementing the arrangements with such vendors or providers, provided the total cost thereof to the Facility is competitive with that which would be charged by non-affiliated third party vendors in an arms-length transaction. Notwithstanding the foregoing, in accordance with its approval of the Annual Plan, Owner hereby opts out of Troon’s purchasing program as of the Commencement Date and shall notify Troon in writing, if, in the future, it elects to opt into Troon’s purchasing procurement services and/or other group buying techniques. If Owner elects not to participate, whether in whole or in part, Owner shall be solely responsible for directing Troon to which vendors and service providers shall be used for the purchase of all operating supplies, operating equipment, inventories and services used at the Facility.

12. Annual Plan. (a) The fiscal year of the Facility shall be the twelve (12) month period commencing January 1 and ending December 31 (the “Fiscal Year”). Troon shall review and provide advice with regard to the Facility budget for the 2024 Fiscal Year. Thereafter, Troon shall prepare a budget for the Facility, which shall include an estimated profit and loss statement and an estimated cash flow projection for the ensuing Fiscal Year as well as estimates of all expenditures, including expenditures for (i) property operations (including employee expenses) and maintenance; (ii) FF&E, operating equipment and operating supplies; (iii) advertising, sales and business promotion; and (iv) a budget for capital replacement items. Beginning with the 2025 Fiscal Year, the annual budget shall be prepared by Troon and submitted to Owner at least sixty (60) days prior to the Fiscal Year. The annual budget shall be subject to the prior written approval of Owner and, as 11 Pico Rivera GC - MA 004
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approved, shall be referred to hereafter as the “Annual Plan”. In order for Troon to assist Owner in the preparation of the Annual Plan, Troon shall have access to all books and records on an as-needed basis. In the event of any disagreement with respect to any line item in the Annual Plan, pending the resolution of such disagreement, Troon shall continue to manage and operate the Facility in accordance with the Operational Standards and the requirements set forth in this Agreement at a level of expenditures comparable to those of the preceding Fiscal Year's Annual Plan. Troon may seek approval from Owner to amend or revise the Annual Plan to take into consideration variables or events that did not exist, or could not be anticipated by Troon, at the time the Annual Plan was prepared.

Owner shall indicate in writing, within thirty (30) calendar days following delivery, whether it, in Owner’s sole and absolute discretion, approves any such amendments or revisions to the Annual Plan. (b) Troon shall comply, to the extent reasonably and commercially practicable, with the applicable Annual Plan, and shall not deviate in any material respect from the Annual Plan, except when agreed upon by Owner. Notwithstanding the provisions of the foregoing sentence, Troon shall be entitled to make additional expenditures not authorized under the then applicable Annual Plan in the event of an emergency at the Facility.

13. Base Management Fee. (a) From and after the Commencement Date, Owner shall pay to Troon a base management fee (the “Base Management Fee”) equal to Seventy-Two Thousand Dollars ($72,000) for each full Fiscal Year during the Term, equitably pro-rated for any partial Fiscal Year. Commencing on January 1, 2025, and continuing on each January 1 thereafter, the Base Management Fee amount for such Fiscal Year shall be the Base Management Fee amount applicable to the last day of the immediately preceding Fiscal Year as increased by two and one-half percent (2.5%).
(b) The Base Management Fee shall be paid monthly, in advance, on the first (1st) day of each calendar month during the Term based on one-twelfth (1/12th) of the annual Base Management Fee amount for the Fiscal Year in question (pro-rated for any partial calendar month).

14. Accounting Fee. (a) From and after the Commencement Date, as consideration for the accounting services provided by Troon at the Facility, Owner shall pay to Troon an accounting fee (the “Accounting Fee”) equal to Two Thousand Five Hundred Dollars ($2,500) per month during the Term, equitably pro-rated for any partial month. Commencing on January 1, 2025, and continuing on each January 1 thereafter, the Accounting Fee amount for such Fiscal Year shall be the Accounting Fee amount applicable to the last day of the immediately preceding Fiscal Year as increased by two and one-half percent (2.5%).
(b) The Accounting Fee shall be paid monthly, in advance, on the first (1st) day of each calendar month during the Term (pro-rated for any partial calendar month).

15. Reimbursement of Out-of-Pocket Expenses. Subject to the Annual Plan and Owner’s approval, Owner shall reimburse Troon and any Affiliates for any reasonable and necessary actual out-of-pocket costs incurred by them in the performance of this Agreement as an Operating Cost. Troon shall be entitled to reimbursement of these expenses from Owner at the time such expenses are incurred. Such reimbursements shall be in addition to any other fees and charges due hereunder.
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16. Bank Accounts and Funding. (a) Owner shall maintain necessary account(s) in Owner’s name at a Bank designated by Owner (the “Facility Account”). In addition to the Facility Account, Troon shall establish and/or maintain a separate payroll account (the “Payroll Account”) which shall be solely owned by Troon and funded from the Facility Account. Troon shall be authorized to transfer funds from the Facility Account to the Payroll Account as necessary to pay all liabilities to the Troon Employees at the Facility. Owner shall be entitled to information regarding the payroll expenses paid by Troon for all Facility employees. (b) Upon the Commencement Date, Owner shall deposit in the Facility Account at least Fifty Thousand Dollars ($50,000) (the “Minimum Balance”), and thereafter the Facility Account shall maintain a minimum balance equal to at least the Minimum Balance. The Minimum Balance shall serve as working capital for Facility operations. Owner shall deposit into the Facility Account, within ten (10) calendar days of Troon’s request therefor, sufficient funds to make up any deficiency in the Minimum Balance.

17. Reports to Owner. In addition to any other reports to be provided to Owner hereunder, Troon shall cause to be delivered to Owner the following:
(a) Within twenty (20) calendar days after the end of each calendar month, a consolidated report showing the results of operation of the Facility for such month and for the year to date; and (b) Within thirty (30) calendar days after the end of each Fiscal Year, a consolidated report showing the results of operation of the Facility for such year, and a computation of the Incentive Management Fee for such year.
(c) Upon reasonable advance notice by Owner to Troon, Troon shall permit Owner, its accountants, attorneys and agents to examine and make copies of the books and records of the Facility during normal business hours.

18. Insurance. (a) All insurance policies provided for under this Section 18 shall be issued by insurance companies that have sound financial strength and maintain a rating of A VIII in Am Best's Key rating guide, or equivalent.
(b) Subject to Section 18(c) below, either Troon shall procure and maintain, as an Operating Cost, the insurance policies covering the Facility set forth on Exhibit “A”. Subject to Owner’s written approval, such policies may be procured and maintained through Troon’s comprehensive insurance program, provided the policies within such program otherwise comply with all of the requirements set forth in Exhibit “A”. All insurance procured by Troon shall be written in the name of Troon with the Owner named as an additional named insured thereon, except for worker’s compensation insurance and any other insurance with respect to which it is impractical or inappropriate to name Owner, or any other parties as a named insured or an additional insured. Any insurance policies procured by Owner shall be written in the name of Owner with Troon named as an additional insured thereon. (c) Prior to the Commencement Date, Owner shall provide Troon with all necessary information to enable Troon to submit a bid to Owner for the policies described on Exhibit “A”. 13 Pico Rivera GC - MA 004
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In the event Owner elects to have Troon procure the insurance policies and Troon is unable to procure the policies described on Exhibit “A” for the Facility on the Commencement Date, Owner and Troon shall cooperate to accumulate all necessary information to enable Troon to procure such policies for the Facility as soon as practicable after the Commencement Date and, in no event, more than sixty (60) calendar days after the Commencement Date (the “Interim Insurance Period”). In the event that Troon is unable to procure the policies described on Exhibit “A” for the Facility as of the Commencement Date, Owner shall be responsible for maintaining all existing insurance policies during the Interim Insurance Period, provided that all such policies comply with the requirements set forth on Exhibit “A” and are written in the name of Owner with Troon named as an additional insured thereon.
(d) Certificates of insurance shall be delivered to Owner or Troon, as applicable, on or before the Commencement Date, or as soon thereafter as practicable, at the addresses shown in Section 24 below and all insurance policies shall be renewed (or replaced, as applicable) prior to their respective expiration dates.
(e) All such policies of insurance shall also be endorsed specifically to the effect that such policies shall not be canceled or materially changed without at least thirty (30) calendar days’ prior written notice to Owner and Troon. Each policy shall provide that the insurer shall not have any rights of subrogation to any claim which either party hereto may have or may acquire against the other. Neither Owner nor Troon shall have any claim against the other with respect to the failure of any insurance carrier to provide the coverage or protection placed with such carrier as contemplated by this Agreement.
(f) The cost of procuring and maintaining all required insurance policies required hereunder shall be paid by Owner. Owner acknowledges and agrees that in order to maintain insurance on Troon’s insurance program, this Agreement (i) shall remain in effect and shall not terminate or expire; and (ii) the employees shall be employed by Troon on Troon’s employment platform and Troon’s policies and procedures shall be implemented and followed at the Facility. (g) If the Facility is insured on Troon’s insurance program, Troon shall provide claim management services for any claim at no cost to Owner. Therefore, in the event of a claim, Owner shall not engage or utilize a public adjuster to manage any claim at the Facility unless it is mutually agreed upon by Owner and Troon.
(h) In connection with all significant construction at the Facility, Owner shall cause the general contractor to maintain with a reputable insurer commercial general liability insurance (with products, completed operations and independent contractor’s coverage) in at least the amount of Ten Million Dollars ($10,000,000), with Owner and Troon being named thereon as additional insureds.

19. Event of Default, Termination of Agreement. (a) It shall be an event of default hereunder (“Event of Default”) if any one or more of the following events shall occur:
(i) By Troon, if Troon fails to make any payment to Owner in accordance with the terms of this Agreement;
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(ii) By Troon, if Troon fails to perform any material obligation under this Agreement required to be performed by Troon;
(iii) By Troon, in the event that (1) Troon applies for or consents to the appointment of a receiver, trustee or liquidator of Troon or of all or a substantial part of its assets; (2) Troon files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation or an arrangement with creditors; (3) Troon files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against Troon; (4) Troon admits in writing its inability to pay its debts as they come due; (5) Troon makes a general assignment for the benefit of creditors; or (6) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Troon bankrupt or insolvent or approving a petition seeking reorganization of Troon or appointing a receiver, trustee or liquidator of Troon or all or a substantial part of its assets, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days; (v) By Owner, if Owner fails to pay the Management Fee or to provide funds for the operation of the Facility in accordance with the terms of this Agreement; (vi) By Owner, if Owner fails to perform any other material obligation under this Agreement required to be performed by Owner; or
(vii) By Owner, in the event (a) Owner applies for or consents to the appointment of a receiver, trustee or liquidator of Owner or of all or a substantial part of its assets; (b) Owner files a voluntary petition in bankruptcy or commences a proceeding seeking reorganization, liquidation or an arrangement with creditors; (c) Owner files an answer admitting the material allegations of a bankruptcy petition, reorganization proceeding, or insolvency proceeding filed against Owner; (d) Owner admits in writing its inability to pay its debts as they come due; (e) Owner makes a general assignment for the benefit of creditors; or (f) an order, judgment or decree is entered by a court of competent jurisdiction, on the application of a creditor, adjudicating Owner bankrupt or insolvent or approving a petition seeking reorganization of Owner or appointing a receiver, trustee or liquidator of Owner or all or a substantial part of its assets, and such order, judgment or decree continues unstayed and in effect for any period of sixty (60) consecutive days. (b) Upon the occurrence of any Event of Default under Section 19(i),(ii), (iv) or (v) by or with respect to one of the parties hereto (the “Defaulting Party”), the other party hereto (the “Non-Defaulting Party”) shall have the right (exercisable by the giving of notice to the Defaulting Party) to terminate this Agreement if the Defaulting Party fails to remedy such Event of Default within ten (10) calendar days after its receipt of notice to remedy. (c) With respect to the occurrence of an Event of Default under Section 19(a)(iii) or (vi), this Agreement shall terminate, at the election of the Non-Defaulting Party (i) upon such occurrence or (ii) at any time after such occurrence, in each case as specified by such NonDefaulting Party, provided such Event of Default has not been remedied. 15 Pico Rivera GC - MA 004
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(d) The terms of this Agreement shall not be deemed to impair the right of any party to exercise any right or remedy, whether for damages, injunctions, specific performance or otherwise, upon any breach or termination hereof, nor shall any breach or termination hereof affect the rights of either party with respect to any liability or claims accrued or arising out of events occurring prior to the date of such breach or termination.
(e) Early Termination. Troon acknowledges and understand that Owner may be required to shut down operations of the Facility due to maintenance and/or repair of the Golf Course and surrounding areas by the U.S. Army Corp of Engineers, or similar agency. In such event, Owner shall provide Troon written notice of termination as soon as reasonably possible, but in no event less than thirty (30) days’ prior to the effectiveness of such termination. Such early termination shall not be construed as an Event of Default. If Owner timely provides such notice, then this Agreement shall, subject to the remaining provisions of this Section 19(e), automatically terminate at midnight on the specified date of termination. As a condition to such termination, Owner shall pay to Troon all Management Fees (i.e., Base Management Fees and Accounting Fees) and other amounts due Troon under this Agreement for the period of time prior to the termination, but Owner shall not be required to pay any penalty or termination fee upon such termination.

20. Post-Termination Matters. (a) Upon the expiration or earlier termination or of this Agreement for any reason (i) Owner shall return to Troon any Troon Proprietary Information and Troon shall return to Owner any Owner Proprietary Information, and (ii) Owner shall retain any Owner Proprietary Information.
(b) Upon the effective date of termination or expiration, Owner shall pay to Troon (i) its reasonable out-of-pocket costs incurred by reason of requests by Owner for assistance after termination or expiration of this Agreement not otherwise expected of Troon in the orderly termination of its operations at the Facility, (ii) all Employee Costs, and (iii) any unpaid fees and other charges and reimbursements due Troon hereunder. This Section 20 shall survive the expiration or earlier termination of this Agreement.
(c) Troon shall make available to Ownersuch books, records, software, files, information, books, records and systems supporting the general ledger and the like respecting the Facility (including those from prior years, subject to applicable statutory retention requirements and to Troon’s reasonable records retention policy) as will be needed by Owner to continue to operate the Facility and to prepare accounting statements for the Facility for the year in which termination occurs and for any subsequent year. Troon shall assign to Owner or to the new manager all operating licenses, permits and other instruments used in operating the Facility that have been issued in Troon’s name. Troon agrees to peacefully vacate and surrender the Facility to the Owner and assist in a seamless transition of the Troon Employees to Owner’s employment platform. (d) Upon the expiration or earlier termination of this Agreement, Troon shall cooperate with Owner to ensure a seamless transition from the Facility. (e) The provisions of this Section 20 shall survive the expiration or sooner termination of this Agreement.
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21. Assignment. Troon acknowledges that this Agreement contemplates the provision of professional services by Troon to Owner and, as such, this Agreement is a personal services agreement between Troon and Owner. Except with respect to an assignment by either party to an affiliate of such party (or of a party’s right to receive payments hereunder), neither party shall have the right to assign its rights and interests under this Agreement without the prior written consent of the other party, which consent may be granted, withheld, or conditioned in the sole and absolute discretion of the other party, and provided that Troon or Owner, as applicable, will remain responsible as the primary obligor hereunder notwithstanding such assignment.

22. Responsibility for Claims. (a) Troon shall defend, indemnify and hold Owner, its Affiliates, and its and their officers, directors, shareholders, partners, members, employees, agents and representatives harmless for, from and against any and all losses, claims, demands, damages, judgments, costs, penalties, fines, liens, suits, and expenses and liabilities, including, without limitation, reasonable attorneys’ fees and costs and expenses incident thereto (collectively, “Losses”), arising in connection with the operation of the Facility by reason of Troon Misconduct.

For purposes hereof, “Troon Misconduct” shall mean any breach of this Agreement or gross negligence, willful misconduct or fraud committed by Troon, its Affiliates, or the Executive Employees in connection with the Facility or the performance of Troon’s duties under this Agreement; it being acknowledged and agreed that (a) acts or omissions of non-Executive Employees at the Facility shall not be imputed to Troon or constitute Troon Misconduct unless such acts or omissions resulted directly from the gross negligence, willful misconduct or fraud of Troon or its Executive Employees in hiring, training or supervising such employees, and (b) acts or omissions taken at Owner’s direction or with Owner’s approval shall not constitute Troon Misconduct.
(b) Owner shall defend, indemnify and hold Troon, its Affiliates, and its and their officers, directors, shareholders, partners, members, employees, agents and representatives harmless for, from and against any and all Losses arising in connection with the development, construction, ownership and operation of the Facility, except to the extent such Loss is caused by Troon Misconduct.
(c) Any indemnified party shall be entitled, upon written notice to the indemnifying party, to the timely appointment of counsel by the indemnifying party for the defense of any Loss, which counsel shall be subject to the approval of the indemnified party. If, in the reasonable judgment of both the indemnifying party and the indemnified party, a conflict of interest exists between the indemnified party and the indemnifying party at any time during the defense of the indemnified party, the indemnified party may appoint independent approved panel counsel of its choice for the defense of the indemnified party as to such Loss. Additionally, regardless of whether the indemnified party is appointed counsel or selects independent counsel (i) the indemnified party shall have the right to participate in the defense of any Loss and approve any proposed settlement of such Loss, and (ii) all costs, expenses and attorneys’ fees of the indemnified party, including the cost of independent counsel of its choice (but only if there exists or is reasonably likely to exist a conflict of interest in the reasonable judgment of both the indemnifying party and the indemnified party for the same counsel to represent both the indemnified party and the indemnifying party) relating to its indemnification obligations shall be borne by the indemnifying party. If the 17 Pico Rivera GC - MA 004
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indemnifying party fails to timely pay such costs, expenses and attorneys’ fees, the indemnified party may, but shall not be obligated to, pay such amounts and be reimbursed by the indemnifying party for the same. The parties hereby acknowledge that it shall not be a defense to a demand for indemnity that less than all Losses asserted against the indemnified party are subject to indemnification. If a Loss is covered by the indemnifying party’s liability insurance, the indemnified party shall not take or omit to take any action that would cause the insurer not to defend such Loss or to disclaim liability in respect thereof. (d) No person or entity shall be deemed to be a third party beneficiary of any term or provision of this Agreement, including, without limitation, the terms and provisions of this Section 22, and no person or entity shall have any rights of subrogation or similar rights under this Section 22, other than Affiliates of Owner and Troon, respectively, entitled to indemnification pursuant to the provisions of this Section 22. Owner and Troon mutually agree for the benefit of each other to look first to the appropriate insurance coverages in effect pursuant to this Agreement in the event any claim or liability occurs as a result of injury to person or damage to property, regardless of the cause of such claim or liability, and Owner and Troon further mutually agree that neither party shall be required to pay for any Loss to the extent that such Loss is covered and paid for by the insurance required to be maintained or actually maintained, in accordance with this Agreement.

All indemnification obligations under this Agreement and the provisions of this Section 22 shall survive the expiration or any earlier termination of this Agreement.

23. Tradenames.
(a) During the Term, the Facility shall be known by such tradename as may from time to time be determined by Owner (the “Facility Tradename”). Troon acknowledges that the trademarks, tradenames and/or service marks “Pico Rivera Golf Club”, together with any other names, service marks, trademarks, slogans, logos, designs or the like owned by Owner or created by Owner during the Term and are now or hereafter used in the ownership, management and operation of the Facility (“Owner Marks”). Troon shall not contest the unrestricted and exclusive ownership of the Owner Marks by Owner or its right to grant others licenses to use the Owner Marks, and Troon shall not acquire any right, title or interest of any kind or nature whatsoever in or to the Owner Marks or the goodwill associated therewith. (b) Owner acknowledges that the trademarks and/or service marks “Troon”, “Indigo Sports,®” “Troon Golf,
®” and “Troon Prive®” are and shall continue to be the sole property of Troon, together with any other names, service marks, trademarks, slogans, logos, designs, tag lines or the like owned by Troon or created by Troon during the Term and are now or hereafter used in the management and operation of the Facility or any Affiliated Facilities (collectively, “Troon Marks”), Troon shall have the right to identify the Facility as a golf facility managed and operated by Troon and use the Troon Marks in any locations at the Facility specifically authorized by Owner in writing. Owner shall not contest Troon's unrestricted and exclusive ownership of the Troon Marks or its right to grant others licenses to use the Troon Marks and Owner shall not acquire any right, title or interest of any kind or nature whatsoever in or to the Troon Marks or the goodwill associated therewith. Owner shall not use the Troon Marks without Troon’s prior written approval in each instance. Troon shall have the sole right and responsibility to handle disputes with third parties concerning the use of all or any part of the Troon Marks, and Owner shall cooperate with 18 Pico Rivera GC - MA 004
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Troon in all such matters. Troon need not initiate suit against imitators or infringers and may settle any dispute by grant of a license or otherwise. Owner shall not initiate any suit or proceeding to enforce or protect the Troon Marks.
(c) In the event of any breach by either party of the covenants set forth in this Section 23, the other party shall be entitled to relief by injunction, and to all other available legal rights or remedies. The provisions of this Section 23 shall survive the expiration or sooner termination of this Agreement.

24. Notices. Unless otherwise expressly provided in this Agreement, all consents, approvals, notices or other communications provided for in this Agreement shall be in writing and shall be delivered personally, or sent by a nationally recognized overnight delivery service (such as FedEx) as follows:

If to Owner: City of Pico Rivera
6767 Passons Blvd.

Pico Rivera, CA 90660
Attn: Pamela Yugar, Director
Phone No. 562-801-4326
Email. [email protected]
If to Troon: Troon Golf, L.L.C.
15044 North Scottsdale Road, Suite 300
Scottsdale, Arizona 85254
Attn: Jeff Hansen, EVP & General Counsel
Phone No. 480-477-0439
E-mail. [email protected]
or at such other addresses (and email addresses) as from time to time are designated by notice to the other party. Any notice personally delivered shall be deemed given on the date of delivery or refusal.

Any notice sent by overnight delivery service shall be deemed given upon the date such notice was properly deposited and prepaid, with the overnight delivery service for delivery the following business day; provided, however, the time period within which a response to any such notice must be given shall not commence to run until the following business day. A copy of any such notice shall, concurrently with such delivery or sending, be transmitted by email to the receiving party at the email address indicated.

25. No Representations. (a) Owner and Troon acknowledge there have been no representations, inducements, promises or agreements made by Troon or Owner other than those specifically set forth herein.
(b) Financial projections, budgets or similar forecasts as may have been prepared or in the future are prepared by Troon or its Affiliates do not take into account, nor make provisions for, any rise or decline in local or general economic conditions or other factors beyond the control of Troon. Troon and its Affiliates cannot, and do not, warrant or guaranty in any way said financial projections, budgets or other forecasts. Any financial projections, budgets or forecasts provided have 19 Pico Rivera GC - MA 004
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been prepared on the basis of information available at the time of such preparation and Troon’s and its Affiliate's experience in the club and hospitality industry. Said financial projections, budgets and forecasts have been prepared for information only and not as an inducement for action. Owner hereby acknowledges that in entering into this Agreement, Owner has not relied on any projection of earnings, statements as to the possibility of future success, or other similar information which may have been prepared by Troon or its Affiliates. Owner further understands and acknowledges that no guaranty, other than to the extent expressly provided herein, is made or implied by Troon or its Affiliates as to the cost, or the future financial success or profitability, of the Facility.

26. Force Majeure.
(a) Operation of Facility. If at any time during the Term it becomes necessary in Troon’s reasonable opinion to cease operation of the Facility in order to protect the Facility and/or the health, safety and welfare of the guests and/or employees of the Facility for reasons of force majeure including, but not limited to, acts of war, insurrection, civil strife and commotion, labor unrest or acts of God, including pandemic, then in such event Troon may close and cease operation of all or part of the Facility, reopening and commencing operation when Troon deems that such may be done without jeopardy to the Facility, its guests and employees. The Facility, or the Golf Course, may also be voluntarily closed (e.g. in connection with a renovation project), which shall be included as a force majeure event.
(b) Extension of Time. With respect to any obligation to be performed by either party during the Term (other than an obligation to pay or fund money pursuant to this Agreement), such party shall in no event be liable for a failure to perform such obligation when such non-performance is attributable to any force majeure event beyond the reasonable control of such party such as a strike, lockout, breakdown, accident, order or regulation of or by any governmental authority, failure or inability, by the exercise of reasonable diligence, to obtain supplies, parts or employees necessary to perform such obligation, or war or other emergency. The time within which such obligation shall be performed shall be extended for a period of time equivalent to the delay from such cause.

27. Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and all prior discussions, negotiations, writings, or oral or written understandings with respect to the subject matter hereof are replaced and superseded by this Agreement.
(b) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to any state’s choice of law principles that would cause the application of the laws of any jurisdiction other than the State of California. Any proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought in the courts of the State of California, County of Los Angeles, or in the United States District Court for the Central District of California, and each of the parties irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such proceeding and irrevocably waives any objection to venue laid therein. (c) No Partnership. Nothing contained in this Agreement is intended to give rise to nor shall be construed to give rise to or create a partnership, joint venture or lease between Owner and 20 Pico Rivera GC - MA 004
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Troon.
(d) Interest. Any amount payable to either party hereunder, which amount has not been paid when due, shall accrue interest at the lesser of: (i) the highest legal limit, or (ii) two percent (2%) over the rate of interest announced by the Wall Street Journal as its prime rate, as the same may be changed from time to time.
(e) Cooperation. The parties shall cooperate with each other to execute and deliver such instruments and documents and take such actions as may be required, or as a party may reasonably deem desirable, to effectuate the provisions and intent of this Agreement. If, during the Term or any time thereafter, either Troon or Owner shall reasonably require the participation of officers or employees then employed by any other party to aid in the investigation, defense, or prosecution of any action, suit, litigation, charge, arbitration, proceeding, mediation, hearing, inquiry, audit, examination, or investigation, and so long as there exists no conflict of interest between the parties, the party receiving the request shall make such officers and employees reasonably available to participate in the same.
(f) Confidentiality. The parties agree that the matters set forth in this Agreement are strictly confidential. Except as disclosure may be required (i) to obtain the advice of professionals or consultants, (ii) to obtain financing for the Facility from a lender, (iii) in furtherance of a permitted assignment of this Agreement or sale of any part of the Facility, (iv) as may be required by law or by the order of any government, governmental unit or tribunal, or (v) in connection with a public or private offering of either parties’ securities, each party shall make every effort to ensure that such information is not disclosed to the press or to any other third person or entity without the prior consent of the other party. The obligations set forth in this Section 27(f) shall survive any termination of this Agreement.
(g) Amendments. The parties acknowledge that this Agreement was prepared and executed in an expedited manner to allow Troon to commence the provision of its services at the Facility on the Commencement Date. In the event there are additional changes and/or issues that arise that require modifications to this Agreement, the parties will cooperate to amend this Agreement to incorporate any and all such changes and address any new issues. (g) Attorney’s Fees. If any action at law or equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party may recover reasonable attorneys’ fees and expenses from the other party, which fees and expenses may be set by the court in the trial or appeal of such action or may be enforced in a separate action brought for that purpose and which fees and expenses are in addition to any other relief that may be awarded. (h) Survival. The provisions of this Section 27 shall survive the expiration or sooner termination of this Agreement.
(i) City Noise Ordinances and Regulations. Troon shall abide by all applicable City of Pico Rivera noise ordinances and regulations as implemented and amended from time to time.

Troon shall ensure that all vendors, contractors and Troon agents are aware of and in compliance with such noise ordinances and regulations, including, but not limited the use of music at the Golf Course only inside the ballroom and or Owner pre-approved spaces within the Golf Course. Owner may implement greater limits on the time and manner of the use of music than set forth in the City of Pico Rivera municipal code and/or other adopted regulations. [SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the parties have executed or caused this Agreement to be executed as of the day and year first written above.

OWNER: TROON:

CITY OF PICO RIVERA TROON GOLF, L.L.C.,
a California municipal corporation a Delaware limited liability company

By: ______________________________ By: ________________________________ Its: ___________________________ Its: _____________________________ 22 Pico Rivera GC - MA 004
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EXHIBIT “A”

SCHEDULE OF REQUIRED INSURANCE
I. Property and Business Interruption Insurance.

A. All risk property insurance for the full replacement value covering physical loss or damage to all buildings and improvements now existing or hereafter erected upon or above the Site, which shall include extended coverage against such perils of fire, lightning, windstorm, collapse, and sprinkler leakage. Such policy shall also provide comprehensive boiler and machinery coverage, including pressure vessels, air tanks, boilers, machinery pressure piping, heating, air conditioning. Such policy shall also cover all equipment, fixtures, motors, machinery, furnishings and furniture installed and owned or leased by Owner and used in connection with the Facility or with the buildings and improvements upon or above the Site, including all alterations, rebuilding, replacements and additions thereto (as hereinafter defined) at the option of Owner. If any insurer, or any governmental agency or authority having jurisdiction over the Facility, shall at any time require that the foundations be insured in order to relieve the insured from the responsibility as a co-insurer or for any other purpose, the obligations with respect to insurance herein shall henceforth be increased to the extent so required.

B. Business Interruption Insurance providing coverage in an amount equal to twelve (12) months of Net Operating Income at the Facility, or such other amount as is mutually satisfactory to Troon and Owner.

II. Liability Insurance.

A. Commercial general liability insurance against claims for bodily injury, death, property damage and sexual abuse and molestation occurring on, in or about the Facility; Employee Benefits Liability insurance with a combined single limit for each occurrence involving personal injury, death or property damage (including any loss of use resulting therefrom) in an amount not less than that generally provided with respect to the Affiliated Facilities, but in no event shall the limits of such coverage be less than One Million Dollars ($1,000,000) per location and per single occurrence and Two Million Dollars ($2,000,000) in the aggregate per location. For the avoidance of doubt, this policy shall be a location based policy.

B. Liquor liability insurance having coverage terms at least as broad as those found in standard ISO forms. Such policy shall have an aggregate limit of at least One Million Dollars ($1,000,000) per single occurrence and in the aggregate. Troon shall be entitled, from time to time, to designate such higher limits as it deems reasonably necessary (or as required under any loan and/or plan documents). In the event that Troon, or Troon’s Affiliate, holds the liquor license for the Facility, Troon shall be the named insured (and Owner shall be an additional insured) with respect to the foregoing insurance coverage.
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C. Automobile liability insurance on vehicles operated in conjunction with the Facility against claims for damages on owned vehicles, non-owned vehicles, and uninsured motorist coverage (where required by statute), with a combined single limit for each occurrence involving personal injury, death or property damage (including any loss of use resulting therefrom) in an amount not less than that generally provided with respect to the Affiliated Facilities, but in no event shall the limits of such coverage be less than One Million Dollars ($1,000,000) per occurrence.

D. Umbrella liability insurance with limits of not less than Five Million Dollars ($5,000,000) per single occurrence and in the aggregate.

E. Pollution insurance policy (including, but not limited to Herbicide and Pesticide coverage) with a limit of not less than One Million Dollars ($1,000,000) per single occurrence, including coverage for on-site and off-site clean up as well as third party coverage for on-site and off-site third party claims for bodily injury and property damage.

F. Privacy liability insurance covering employee and guest data at the Affiliated Facilities with limits as determined by Troon and Owner. This coverage does not apply to computers at facilities not on the Troon network or networks managed by Troon.

III. Workers Compensation and Employer’s Liability.

A. Workers’ compensation and Employer’s liability insurance as may be required under applicable laws covering all employees employed at the Facility.

B. Comprehensive crime insurance covering employee theft and dishonesty with a limit of at least One Million Dollars ($1,000,000) per occurrence.

C. Employment practices liability insurance covering Facility employees with a limit of at least One Million Dollars ($1,000,000) per occurrence. 1 Enclosure 2
14b
2 November 13, 2023
City of Pico Rivera, CA
Pico Rivera Golf Course
3260 Fairway Drive
Pico Rivera, CA 90660
Ms. Yugar:

We appreciate the opportunity to submit the enclosed proposal for Troon’s management of Pico Rivera Golf Course (“Pico Rivera”). Troon possesses the necessary experience, skills, and financial resources to manage Pico Rivera successfully on behalf of the City of Pico Rivera, (“The City”). Our management experience, marketing capabilities, and demonstrated success in similar markets, combined with our current relationships servicing over 37 facilities in California, uniquely qualifies Troon to provide management and operations services at Pico Rivera.

We have grown to become the world’s largest professional golf operator, providing services to over 800 locations worldwide under various flags, including Indigo Sports. Under the Indigo Sports brand, a wholly owned subsidiary of Troon, we proudly operate more than 150 municipal facilities nationwide.

Over the past 30 years, Troon has become the leader in daily fee, resort, and private club management and golf course operation with a 96% contract renewal rate. Throughout the growth, our original commitment has never wavered – to exceed guests’ and client expectations with hospitality service levels that create “WOW” moments, collaborate with our clients and deliver the desired results! In our analysis, we have concluded that Pico River is experiencing a theme that plagues many municipalities – ineffective marketing. By implementing a consistent and strategic marketing plan focused on revenue generation, community programming, and digital marketing initiatives. Our ability to analyze a market and understand the relative strengths and weaknesses of any course within that market, and the elements of the operating and marketing plan to execute, is without question, unequaled in the golf industry.

We look forward to the opportunity to meet with you and discuss our response in greater length.

Sincerely,
______________________________
Joe Goodrich | Vice President
[email protected]
703.626.3484
3 Aviara Golf Club, Carlsbad, CA

COMPANY OVERVIEW
4 TROON OVERVIEW
Troon started as one facility in 1990 and has since grown to become the world’s largest professional club management company. We provide services to 800+ locations and 725+ golf courses, while also managing various amenities, such as tennis, aquatics, fitness, food & beverage, lodging and more. We have grown our company by listening to and understanding the specific opportunities and challenges of our clients, then customizing our approach to achieve success together. This is accomplished by providing a foundation comprised of the best talent in the industry and cultivating the creativity of our 30K+ associates worldwide. Our successful culture, combined with 30+ years of experience, gives us the opportunity to develop the strategies that allow our clients to excel in this competitive industry.

Troon is comprised of four club management brands committed to providing best-in-class hospitality and services:
▪ Troon Golf – Responsible for the operations of daily fee and resort facilities ▪ Troon Privé – Specializes in private clubs, 50+ of which are member-owned ▪ Troon International – Management services for all club types beyond the Americas ▪ Indigo Sports – Full-service operator specializing in daily fee and semi-private facilities These brands are supported by 375+ experienced corporate leaders based throughout 14 regional offices, with expertise in Club Operations, Agronomy, Food & Beverage, Sales & Marketing, Procurement, Human Resources, Finance & Accounting, Design & Development, Information Technologies, Risk Management and Legal & Compliance.

In addition to club management, Troon is equipped with innovative specialty brands to support our client’s needs:
▪ ICON – Leader in amenity and community association management services ▪ CADDIEMASTER – Premier provider of caddie management and training services ▪ ClubUp – Enhanced caddie scheduling and communication technology ▪ True Club Solutions – Provider of real-world solutions through advisory services ▪ Cliff Drysdale Tennis & Peter Burwash International – Leaders in tennis management ▪ RealFood – Specializes in building guest and member food and beverage experiences

INDIGO SPORTS
Indigo Sports is the operating brand focused on #GolfForEveryone! Including a collection of municipal, daily-fee/resort and semiprivate facilities around the United States, Indigo Sports facilities are favorites of local and traveling golfers alike. Our belief is that golf courses should be managed like the businesses that they are and should always be striving to provide the best course conditions, customer service, and strong revenue results. We believe that golf is for everyone and know that the growth of the game is imperative to leaving the industry better than we found it.
5 OVERVIEW OF SERVICES
Golf Operations
Troon’s management approach is centered on creating extraordinary guest and member experiences by delivering superior service, amenities, and playing surfaces. To consistently achieve these results and maximize success for each client, we dedicate ourselves to hiring and training quality associates, implementing our proprietary Troon Operating Standards, and providing an unparalleled depth of expertise from our experienced team of corporate resources.

Agronomy
Our commitment to agronomic excellence is achieved when embracing sustainability, economics, and environmentalism. We utilize proven techniques, enabling us to create the most celebrated playing surfaces in the world. Golf course conditioning is an ongoing effort focused on achieving an optimal visual appearance while maintaining excellent turf health. Troon's proprietary scientific approach to agronomy encourages using organic, nature-friendly compounds and prudent chemical use to achieve these goals at the most reasonable cost. We continue to refine our agronomic practices to ensure that our team produces a product that is fiscally responsible, operationally sustainable, and appealing to golfers, all in a way that efficiently conforms to the financial framework of our clients. In addition, Troon’s Environmental Management Initiative provides a systematic and usable set of guidelines that offer opportunities for community outreach, education, and conservation.

Food & Beverage
Troon’s philosophy regarding food & beverage consists of customizing each dining experience commensurate with the personalized culture at each facility – whether it be private, resort, or daily fee. Our proprietary Food & Beverage Standards ensure that Troon’s high level of quality remains consistent and that our formula for success includes extensive corporate support through delivering extraordinary member and guest experiences, operational excellence, and financial performance. In addition to the operation resources provided within Troon’s management services, clients utilize our design and development services tailored to help facilities reimagine and refresh existing food service facilities, including developing new food service opportunities.

Sales & Marketing
Key components of profitability for our daily fee and resort facilities consist of innovative and sophisticated sales and marketing strategies, combined with proven programs and the global power of the Troon brand. Our services include strategic planning, proactive sales, recruitment, training, digital media, search engine marketing, and more. Important details regarding successful sales & marketing strategies are included within our proprietary Sales & Marketing Standards Guide, allowing us to develop customized revenue generation plans for each facility. Troon consistently outperforms the 6 industry in all major metrics, including rounds, revenue, and average rate. This is a testament to our sales-oriented culture, which strategically focuses on helping our clients capture greater market share and grow their businesses.

Procurement
Longstanding vendor relationships ensure our clients enjoy access to a procurement network of preferred brands, suppliers, distributors, service providers, and industry professionals. The portfolio’s buying power allows us to negotiate best-in-market terms, service, and pricing for our valued clients on golf operations items such as maintenance equipment, golf cars, merchandise, food & beverage supplies, technology systems, and more. We collectively save our clients millions of dollars each year through the savings achieved through participation in this voluntary program.

Human Resources
Troon provides comprehensive human resources for all of our associates without the need for consultants or an employee leasing company, which can commonly add costs to the operation. The collective experience of our associates is unparalleled in the industry, allowing our scale to ensure the most competitive and comprehensive benefits platform for our clients. We recruit, hire, and train associates to utilize the most professional processes in the business based on the importance of our people and their role in the success of each facility.

Finance & Accounting
We deliver financial oversight and expertise, offering centralized coordination of accounting, payroll, and financial reporting, creating significant efficiencies for our managed facilities without using consultants. Weekly, monthly, quarterly and annual reports are provided to our clients, ensuring that important operational decisions are made based on current information, not by solely looking in the rearview mirror for answers. Troon is constantly forecasting and analyzing the operation performances of our facilities to ensure we are doing everything in our power to achieve each facility’s financial goals.

Design & Development
Since the company’s inception, we have been involved in the development and/or redesign of more than 400 golf courses and clubhouses. Throughout every phase of design, development, and construction, Troon has the capability and expertise to assist our clients by working directly with golf course designers, clubhouse architects, and all other professionals involved in the development process. From the initial design stage through the final sign-off on each component, our team’s involvement includes extensive budget planning and analysis, implementing cost controls, and frequently reviewing building plans.

7 Information Technology
Our Information Technology Team is involved in evaluating, designing, and installing complete information technology systems. The team evaluates each facility’s technology needs and recommends optimum efficiency. Our national account purchasing arrangements with hardware and software suppliers enhance the benefits of procuring these operating systems. We work with each client to ensure they are on the cutting edge of modern technology by offering fully integrated property management solutions.

Risk Management
Troon-managed facilities receive the economic and service benefits of the industry’s only dedicated in-house risk management team. We seek out the most appropriate and competitive insurance coverages while ensuring the implementation of each policy, all to minimize risks for our clients. These services typically represent significant savings on insurance premiums, which are realized by the courses, while at the same time providing broader and deeper coverages.

Legal & Compliance
Standalone facilities are frequently left on their own in legal matters, forced to trust their on-site leaders, and/or hire expensive external counsel for their expertise. Troon’s services encompass access to our legal team, which can include reviewing documents and contracts to ensure that each facility’s best interests are considered.

Racquet Sports
Troon’s commitment to racquet sports was solidified in 2018 with the acquisition of Cliff Drysdale Tennis (CDT). The addition of CDT provides industry leading expertise, resources and support to the racquet sports departments of our managed clubs. CDT works alongside the management team at each club to ensure the racquets staff is aligned on the goals of the club and providing maximum benefit and satisfaction to members and guests. CDT strives to develop, promote and teach new programs that bring more people to the game and is committed to providing excellent service both on and off the court.

Revenue Management
Our clients have access to the only revenue management team in the golf management space. Our team is comprised of professionals with revenue management experience in the hotel industry, airline ticketing as well as sports ticketing. Our team works with you to understand your goals, your history and your clients to create plans that maximize your REVPAR in order to increase your rounds and revenue. Our team plans, builds and executes these plans in partnership with the sales & marketing team to optimize your overall performance.

8 PROPOSAL
Troon submits the following proposal for third-party management. Troon will provide complete turnkey management of Pico Rivera including, golf operations, golf course maintenance, marketing and promotion, general and administrative functions, operating and capital budgeting, employee hiring and training, financial management, accounting services to include accounts payable and reporting.

Proposed Term: Five (5) years, with two (2) two (2) year renewals with mutual consent.

Structure: Troon shall remain solely responsible for all obligations of the agreement and City shall have full recourse to Troon for any liabilities caused by Troon. Troon will employ all staff at Pico Rivera in relation to Troon’s scope. Club-level financial statements will be prepared by Troon and will coordinate with the City’s’ accounting interface.

Club Operation: Troon shall operate Pico Rivera pursuant to an annual budget, marketing and operations plan agreed to and approved by the City. All rates, fees, and expenses shall be defined in advance as part of the budget process. Troon shall not deviate from this plan without the City’s consent. All expenses of operating Pico Rivera shall be the responsibility of the City. All employees at Pico Rivera shall be Troon employees and will work exclusively for the benefit of Pico Rivera.

All employee costs shall be part of the operating expense of Pico Rivera. Troon will retain the exclusive right to hire and terminate employees.

Troon Oversight: Troon’s operation of Pico Rivera will be directed and overseen by Regional Operations and F&B Associates based in California, as well direct support from personnel based at Troon’s office in Irvine, CA and support in Scottsdale, AZ.

Management Fees: OPTION 1: Troon would earn a monthly base management fee of Eight thousand five hundred dollars ($8,500) for management of Golf Course including Food & Beverage Operations.

OPTION 2: Troon would earn a management fee of Seven thousand five hundred dollars ($7,500) for management of Golf Course Operations without Food & Beverage Operations.

The management fees are net to Troon and include accounting services. The base management fee shall increase by two- and one-half percent (2.5%) each year on the anniversary of the start of the management agreement.

Travel Allowance: Troon would be reimbursed for usual and customary travel expenses incurred in connection with oversight of Pico Rivera.
9 TROON CENTRALIZED & SHARED SERVICES

Troon provides certain support services on a centralized and shared basis to benefit our owners, clubs and associates. The recoverable costs associated with these services typically replace existing costs for similar services currently being paid for by the Club. They are included as line items within each club’s Annual Operating Budget, without mark-up for fee or profit. Descriptions and projected costs for anticipated centralized and shared services are as follows:
*# of Associates is estimated and can be confirmed by the City upon execution of the agreement

CENTRALIZED SERVICES
Payroll & Benefits Administration ($14.43 per employee/pay period) Services included relate to the administration and processing of weekly or bi-weekly payroll information, check printing and distribution, remittance of state and federal taxes, set-up and remittance of garnishments, calculation and monitoring of accrued vacation and sick balances, issuance of W-2’s and other activities to help ensure compliance with state and federal laws. This component also includes the maintenance and reconciliation of the payroll bank account, new employee set-up and maintenance of employee payroll records and information.

Additional support aids in the administration of all employee related matters, including but not limited to the coordination of employee background checks and drug testing, EEOC reporting, employment eligibility verification under the Immigration and Naturalization Act (Form I-9 collection and monitoring), E-Verify, legislative compliance, Spanish translation assistance and other employee-related issues. This allocation also includes the administration and assistance with recruitment, job postings, investigations, training, benefits claims resolution, reconciliations, unemployment claims, verification of employment and employee recognition.

Human Resources Compliance and Training ($417.28 per month / per 18 holes) Troon’s elaborate human resources support revolves around the production and presentation of compliance materials for standards implementation, guest services, safety (including OSHA compliance), harassment prevention, CPR, first aid, employee retention and other relevant programs.

A robust training program is available consisting of the following training services:

Cost # # Monthly
Centralized Services per Unit Employees Holes Allocations Annual Cost Payroll & Benefits - (per employee / pay period) $ 14.43 27 $ 10,129.86 HR Compliance $ 405.13 9 $ 417.28 $ 2,503.68
Technology Support - POS and Employee Plus $26 Per Node 3 9 $ 431.97 $ 2,627.82 Controls and Compliance $ 281.00 9 $ 289.43 $ 1,736.58
EPL / Fraud Insurance - $0 Deductible $ 115.58 9 $ 119.05 $ 714.30 $ 17,712.24
2024 SHARED SERVICES AND CENTRALIZED SERVICES
10 • New Hire Orientation
• Manager and Leadership Training
• F&B Training Support
• Jonas Club Software
• Technical/Skills Development
• FLSA Categorization/Review
• 24-Hour Employee Hotline
• Employee Evaluations
Technology Support ($431.97 per month / per 18 holes)
Troon’s Technology Team provides a suite of turnkey services that benefit our clubs from a technology, security and compliance perspective. Technology Oversight includes responsibility for service delivery, Troon enterprise applications, engineering services and security & compliance. Each property is also assigned a technology manager, who provides oversight of facility technology needs relating to project management, budgeting, vendor management, procurement and preferred partner pricing. When applicable, Troon’s Technology Team also connects our clients with third party technology partners to provide end user and vendor support services for additional preferred costs.

Controls and Compliance ($289.43 per month / per 18 holes) Services included within this component are performed by our centralized internal audit function.

Internal audit personnel from the company’s centralized accounting group perform periodic audits of Troon facilities. Based upon the results of the audit, the facility receives recommendations for new standard policies and improved internal control enhancements related to operational and accounting processes. Additional services include a periodic review of financial performance, benchmarking analysis, periodic communications related to best practices and access to Troon’s proprietary financial templates.

Employee Theft & Fraud Insurance ($119.05 per month / per 18 holes) This centralized service represents the cost of insurance premiums related to Employee Theft Insurance, which provides coverage against employee fraud and theft with no deductible.

SHARED SERVICES – INCLUDED IN BASE MANAGEMENT FEES
Sales & Marketing Services for Daily Fee (Included in Base Management Fee) Troon provides cooperative sales and marketing services, including oversight of system-wide activities for daily fee facilities. Key services include marketing, sales, revenue management, public relations, social media and direct selling for the collection of all Troon Facilities. This includes the opportunity to leverage Troon’s programs, standards, databases and more to benefit the facility. The charge for these services is generally included as a line item within the facility’s sales and marketing department.

Shared Accounting – Daily Fee (Included in Base Management Fee) Shared Accounting is Troon’s centralized property accounting service offering, which can be opted for in lieu of utilizing an onsite property Controller or Accountant. Troon provides our managed facilities with a cost effective and reliable option to manage their day-to-day accounting operations, which 11 includes day-to-day accounting transaction processing, accounts payable management, and facilitation of the complete month-end close process culminated by the issuance of the final financial statement package. In cases where applicable, it is necessary to have personnel onsite to handle the Accounts Receivable/Membership function. Processes related to maintaining Receivables and Memberships are not currently included in our services. Our standard processes are designed with suitable internal controls and proper segregation of duties to ensure our customers’ assets are fully safeguarded. The Shared Accounting team takes care of contingency planning for our clubs as it relates to the financial reporting. The team-based approach provides for multiple layers of oversight and boasts a system designed with highly effective internal controls, as well as offering a number of resources that possess the necessary technical expertise to solve any issue presented.

SUMMARY OF FEES
OPTION 1: Full Facility Management – Including Food and Beverage

Troon would earn a monthly base management fee of Eight thousand five hundred dollars ($8,500) for management of Golf Course including Food & Beverage Operations, or $102,000 in Year 1, plus Centralized Services of $17,712.24 for a total of $119,712.24.

OPTION 2: Golf Facility Management – Not Including Food and Beverage Troon would earn a management fee of Seven thousand five hundred dollars ($7,500) for management of Golf Course Operations not including Food & Beverage Operations, or $90,000 in Year 1, plus Centralized Services of $17,712.24 for a total of $107,712.24.

To: Mayor and City Council
From: City Manager
Meeting Date: December 12, 2023
Subject: APPROVE AN AGREEMENT WITH LIBERTY UTILITIES
TO LEASE 500-ACRE FEET OF WATER RIGHTS
ANNUALLY FOR THREE (3) YEARS
Recommendation:

1. Approve a Groundwater Pumping Water Rights License and Agreement, with “flex rights” (transfers both the pumping right and associated carryover rights to the lessee) with Liberty Utilities, to lease 500 acre-feet (AF) of unused water rights from fiscal years (FY) 2023-2026 Allowable Pumping Allocation;

2. Increase the budget for Pico Rivera Water Authority (PRWA) Fund revenue (Account No. 550.00.0000-43250) by $42,500 for fiscal year 2023-2024; and

3. Authorize the City Manager to execute a lease agreement in a form approved by the City Attorney.

Fiscal Impact:

The lease agreement will generate revenue in the amount of $127,500 over the three (3) year term ($42,500 per year), as summarized below. Revenues generated through this lease can be used for self-sustaining efforts and infrastructure improvements such as smart meters, portable generators, tank resurfacing and other infrastructure projects.

Lease Year Rate ($AF) Revenue
500-acre feet (AF)
2023-24 $85 $42,500
2024-25 $85 $42,500
2025-26 $85 $42,500
Total Revenue $127,500
15 CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023 APPROVE AN AGREEMENT WITH LIBERTY UTILITIES TO LEASE 500-ACRE FEET OF WATER RIGHTS ANNUALLY FOR THREE (3) YEARS

Discussion:

On October 24, 2023, the Pico Rivera Water Authority Board authorized and approved a lease agreement with Liberty Utilities and on November 14, 2023, WRD rejected the lease agreement stating that the water rights are owned by the City of Pico Rivera, not PRWA, therefore the lease agreement will need to be between the City of Pico Rivera and Liberty Utilities. The lease agreement has now been revised to reflect the parties:

City of Pico Rivera and Liberty Utilities.

On August 21, 2023, PRWA staff contacted all water purveyors within the Central Basin Municipal Water District with a Letter of Intent to lease 1,000 AF of water rights for FY 2023-2026. On August 25, 2023, the Pico Rivera Water Authority staff received one request from Liberty Utilities (Liberty). Liberty requested to lease 500 AF of water rights with flex for the 2023-2026 fiscal years. As part of the lease agreement, Liberty will pay the lease amount of $85 per AF and for the replenishment assessment for the leased water rights once water is extracted to WRD.

Conclusion:

Staff recommends execution of the lease agreement with Liberty Utilities in the amount of $85 AF, with a generated revenue of $127,500 for the next three (3) years. The recommended lease agreement does not affect the permanent water rights of the Pico Rivera Water Authority. The agreement has been revised and is now between the City of Pico Rivera and Liberty Utilities. Therefore, the PRWA recommends re-authorizing the City Manager to execute a lease agreement in a form approved by the City Attorney.

Steve Carmona
SC:NN:AR:ll
Enclosure: 1) Water Rights License and Agreement
AGREEMENT NO. _______

WATER RIGHT LICENSE AND AGREEMENT
For a valuable consideration, CITY OF PICO RIVERA (Licensor) hereby grants to LIBERTY UTILITIES, (PARK Water) (Licensee): a license to extract 500 acre-feet of Licensor’s Allowed Pumping Allocation allocated to Licensor (or predecessors in interest) under and pursuant to Judgment dated October 11, 1965, and entered in Los Angeles Superior Court Case No. 786,656 entitled “Central and West Basin Water Replenishment District vs. Charles E. Adams, et al.” during the period commencing July 1, 2023 and continuing to and including June 30, 2026.

Licensor and Licensee (referred to herein individually as "Party" and jointly as "Parties") agree that this License is granted subject to the following conditions:

1. Licensee shall exercise said License and extract the same on behalf of Licensor during the above-referenced Term and put the same to beneficial use.

2. Licensee shall not, by the exercise of any right granted under of this License, acquire any right to extract water independent of the rights of Licensor.

3. Licensee shall pay assessments levied on the pumping of said ground waters by the Water Replenishment District of Southern California (District).

4. Licensee shall notify the District Watermaster that said pumping was done pursuant to this license and provide the District with a copy of this signed document.

5. Licensee shall note, in any recording of water production for the period of agreement, that said pumping was done pursuant to this license.

6. Licensee's Allowed Pumping Allocation shall be increased by the amount hereby licensed when computing carryover or allowable overextraction as provided by Part 111, Subpart A and B in said Judgment.

7. Licensor warrants that it has 500 acre-feet of Allowed Pumping Allocation and that it has not pumped and will not pump or permit or license any other person to pump any part of said 500 acre-feet during the term of this License.

8. Licensee shall not assign the rights and obligations granted by this License.

9. Licensor and Licensee have cooperated in the drafting and preparation of this License. Therefore, this License shall not be construed against any Party on the basis such Party drafted this License or any provision within it.

Enclosure 1
15a
Water Right and License Agreement

LIBERTY UTILITIES

10.This License shall be interpreted and construed according to the laws of the State of California and venue shall be in a court of competent jurisdiction located in the County of Los Angeles, State of California.

11.Waiver by any Party hereto of any term, condition or covenant of this License shall not constitute the waiver of any other term, condition or covenant hereof.

12.If any section, subsection, sentence, clause or phrases of this License, or the application thereof to any of the Parties, is for any reason held invalid or unenforceable, the validity of the remainder of the License shall not be affected thereby and may be enforced by the Parties to this License.

13.As consideration for the Licensee's Allowed Pumping Allocation and the rights granted herein, the Parties agree that Licensee's shall compensate Licensor in accordance with the Licensee's proposal ("License Fee") attached hereto as Exhibit A, which is incorporated by reference into this License.

14.This License, including any attached Exhibits contain the entire understanding between the Parties. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this License shall be effective only if in writing and signed by each party.

Dated: ______________
LICENSOR: LICENSEE:

CITY OF PICO RIVERA LIBERTY UTILITIES (PARK WATER) CORP.

____________________________ ______________________________ Steve Carmona, City Manager Edward Jackson, President California Attest: ___________________
Cynthia Ayala, CMC, City Clerk
Approved: ________________________
Arnold M. Alverez-Glasman, City Attorney

EXHIBIT A

To: Mayor and City Council
From: City Manager
Meeting Date: December 12, 2023
Subject: APPROVE A MEMORANDUM OF UNDERSTANDING

WITH LOS ANGELES COUNTY METROPOLITAN

TRANSPORTATION AUTHORITY FOR WASHINGTON

BOULEVARD BRIDGE RECONSTRUCTION PROJECT,
CIP NO. 21285
Recommendation:

1. Approve a Memorandum of Understanding (MOU) with Los Angeles County Metropolitan Transportation Authority (Metro), in a form approved by the City Attorney, in the amount of $3,739,267 in Metro’s Measure M Multi-Year Subregional Program (MSP) - I-605 Corridor Hot Spot Interchange Improvements Multi-Modal (Hot Spot) Program for the Washington Boulevard Bridge Reconstruction Project, CIP No. 21285;

2. Accept grant funds in the amount of $3,739,267 from the Metro Measure M MSP Funds;

3. Amend the fiscal year (FY) 2023-24 Adopted Budget by increasing $527,767 in Revenue Account No. 208.00.0000-45776-CIP.21285 (Measure M Fund – Grant Program); and

4. Amend the FY 2024-25 approved budget by increasing $11,500 in Revenue Account No. 208.00.0000-45776-CIP.21285 (Measure M Fund – Grant Program), as an estimated amount of $3,200,000 had been initially budgeted.

Fiscal Impact:

The Washington Boulevard Bridge Reconstruction Project, CIP No. 21285 will receive a total amount of $3,739,267 from Metro’s Measure M MSP I-605 Hot Spot Program.

Budget amendments of $527,767 to the Revenue Account No. 208.00.0000-45776-CIP. 21285 for the FY 2023-24 Adopted Budget and $11,500 to the same account for the FY 2024-25 approved budget are necessary to appropriately account for the anticipated 16 CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023

APPROVE A MEMORANDUM OF UNDERSTANDING WITH LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY FOR WASHINGTON
BOULEVARD BRIDGE RECONSTRUCTION PROJECT, CIP No. 21285

grant revenues. The related CIP appropriations have been budgeted in anticipation of the grant and, therefore, require no adjustments. There is no fiscal impact to the General Fund.

Discussion:

In 2019, Metro Board of Directors approved Gateway Cities Subregion’s MSP Five-Year Plan and programmed funds in the I-605 Corridor Hot Spot Interchange Improvements Program. The program’s goals are to provide high-quality mobility options that alleviate operational deficiencies and improve mobility and capacity of existing roadways or intersections within the I-605 corridor.

In 2021, the City submitted a request for funding for the Washington Boulevard Bridge Reconstruction Project from Metro’s Round 2 MSP Hot Spot Program through the Gateway Cities SR-91/I-605/I-405 Technical Advisory Committee.

On June 15, 2022, Metro Board of Directors approved funding to the City of Pico Rivera in the amount total amount of $3,739,267 in Metro Measure M MSP Hot Spot Program funds for design and construction of the Washington Boulevard Bridge Reconstruction Project. Approximately $527,767 was appropriated for FY 2023-24, and $3,211,500 for FY 2024-25.

This Project is located from the intersection of South Bluff Road and Washington Boulevard to approximately 600 feet east of the Rio Hondo Channel. The intent of the proposed project is to replace an existing 6-lane bridge (Bridge. No. 53C-0471) with a new 6-lane structure over Rio Hondo Channel, without enhancement in traffic capacity.

Additional features include ADA-compliant sidewalks, shoulders, and a center median.

Reconstruction of the east bridge abutment and raising of the bridge grade to mitigate the hydraulic requirements will require modification of the existing Service Road along the east bank of the channel.

The project is currently in the environmental documentation and design phase, and the anticipated project schedule is as a follows:
• Environmental Clearance……………... Summer 2025
• Award Construction……………………. Summer 2028
• Complete Construction………………… Summer 2030
Conclusion:

Staff recommends approval of the MOU with Metro in the amount of $3,739,267 for design and construction funding for the Washington Boulevard Bridge Reconstruction CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 12, 2023

APPROVE A MEMORANDUM OF UNDERSTANDING WITH LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY FOR WASHINGTON
BOULEVARD BRIDGE RECONSTRUCTION PROJECT, CIP No. 21285

Project, CIP No. 21285 and an amendment to the FY 2024-25 Budget of $3,211,500 in Measure M MSP to appropriate the remainder of the grant funds.

Steve Carmona
SC:NN:GE:MPC:ll
Enclosure: 1) Metro Funding Agreement No. 9200000000MM55910 FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 1 Measure M Funding Agreement – MSP

MEASURE M FUNDING AGREEMENT

MULTI-YEAR SUBREGIONAL PROGRAMS
This Funding Agreement (“FA”) is made and entered into effective as of July 1, 2023 (“Effective Date”), and is by and between the Los Angeles County Metropolitan Transportation Authority ("LACMTA") and the City of Pico Rivera ("GRANTEE") for Washington Boulevard Bridge Reconstruction Project LACMTA Project ID# MM5509.10 and FTIP# LA0G1106 (the "Project"). This Project is eligible for funding under Line 61 of the Measure M Expenditure Plan.

WHEREAS, LACMTA adopted Ordinance #16-01, the Los Angeles County Traffic Improvement Plan, on June 23, 2016 (the “Ordinance”), which Ordinance was approved by the voters of Los Angeles County on November 8, 2016 as “Measure M” and became effective on July 1, 2017.

WHEREAS, the funding set forth herein is intended to fund Plans, Specifications and Estimates (PS&E) and Construction of the Project.

WHEREAS, the LACMTA Board, at its June 23, 2022 meeting, programmed $3,739,267, in Measure M Funds to GRANTEE for Plans, Specifications, and Estimates (PS&E) and Construction, subject to the terms and conditions contained in this FA; and WHEREAS, the Funds are currently programmed as follows: $527,767 in Measure M Funds in Fiscal Years 2023-24 (FY) and $3,211,500 in Measure M Funds in FY 2024-25. The total designated for Plans, Specifications, and Estimates (PS&E) and Construction of the Washington Boulevard Bridge Reconstruction Project is $3,739,267.

NOW, THEREFORE, the parties hereby agree as follows:

The terms and conditions of this FA consist of the following and each is incorporated by reference herein as if fully set forth herein:

1. Part I – Specific Terms of the FA

2. Part II – General Terms of the FA

3. Attachment A – Project Funding

4. Attachment B – Expenditure Plan- Cost & Cash Flow Budget

5. Attachment C – Scope of Work

6. Attachment D – Project Reporting and Expenditure Guidelines

7. Attachment D-1 – Intentionally omitted

8. Attachment D-2 – Quarterly Progress/Expenditure Report

9. Attachment E – Federal Transportation Improvement Program (FTIP) Sheet

10. Attachment F – Bond Requirements

11. Any other attachments or documents referenced in the above documents In the event of a conflict, the Special Grant Conditions, if any, shall prevail over the Specific Terms of the FA and any attachments and the Specific Terms of the FA shall prevail over the General Terms of the FA.

ENCLOSURE 1
16a
FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 2 Measure M Funding Agreement – MSP
IN WITNESS WHEREOF, the parties have caused this FA to be executed by their duly authorized representatives as of the dates indicated below:

LACMTA:

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY By: ________________________________________ Date: ____________________ Stephanie N. Wiggins
Chief Executive Officer
APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel
By: ________________________________________ Date: ____________________ Deputy
GRANTEE:

CITY OF PICO RIVERA
By: _______________________________________ Date: ____________________ Erik Lutz
Mayor
APPROVED AS TO FORM:

By: _______________________________________ Date: ____________________ Arnold M. Alvarez-Glasman
City Attorney
FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 3 Measure M Funding Agreement – MSP
PART I

SPECIFIC TERMS OF THE FA

1. Title of the Project (the "Project"): Washington Boulevard Bridge Reconstruction Project– Plans, Specifications and Estimates (PS&E) and Construction of the Project. LACMTA Project ID# MM5509.10, FTIP# LA0G1106.

2. Grant Funds:

2.1 Programmed Funds for this Project consist of Measure M Funds.

2.2 To the extent the Measure M Funds are available; LACMTA shall make to GRANTEE a grant of the Measure M funds in the amount of $3,739,267 (the “Funds”) for the Project. LACMTA Board of Directors’ action of June 23, 2022 granted the Measure M Funds for the Project. The Funds are programmed over two years for Fiscal Years (FY) 2023-24 and FY 2024-25.

3. This grant shall be paid on a reimbursement basis. GRANTEE must provide the appropriate supporting documentation with the Quarterly Progress/Expenditure Report.

GRANTEE Funding Commitment, if applicable, must be spent in the appropriate proportion to the Funds with each quarter’s expenditures. LACMTA will withhold five percent (5%) of eligible expenditures per invoice as retention pending an audit of expenditures and completion of scope of work.

4. Attachment A the “Project Funding” documents all sources of funds programmed for the Project as approved by LACMTA. The Project Funding includes the total programmed funds for the Project, including the Funds programmed by LACMTA and, if any, the GRANTEE Funding Commitment of other sources of funding. The Project Funding also includes the fiscal years in which all the funds for the Project are programmed. The Funds are subject to adjustment by subsequent LACMTA Board Action.

5. Attachment B is the Expenditure Plan- Cost & Cash Flow Budget (the "Expenditure Plan"). It is the entire proposed cash flow, the Budget and financial plan for the Project, which includes the total sources of all funds programmed to the Project, including GRANTEE and other entity funding commitments, if any, for this Project as well as the fiscal year and quarters the Project funds are anticipated to be expended. GRANTEE shall update the Expenditure Plan annually, no later than December 31, and such update shall be submitted to LACMTA’s Senior Executive Officer managing the Measure M Multi-Year Subregional Program in writing. If the LACMTA’s Senior Executive Officer managing the Measure M Multi-Year Subregional Program concurs with such updated Expenditure Plan in writing, Attachment B shall be replaced with the new Attachment B setting forth the latest approved Expenditure Plan. Payments under this FA shall be consistent with Attachment B as revised from time to time. Any change to the final milestone date must be made by a fully executed amendment to this FA.

6. Attachment C is the “Scope of Work”. The GRANTEE shall complete the Project as described in the Scope of Work. This Scope of Work shall include a detailed description of the FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 4 Measure M Funding Agreement – MSP
Project and the work to be completed, including anticipated Project milestones and a schedule consistent with the lapsing policy in Part II, Section 9, and a description of the Project limits, if the Project is a capital project. No later than December 31 of each year, GRANTEE shall notify LACMTA if there are any changes to the final milestone date set forth in the schedule or any changes to the Scope of Work. If LACMTA agrees to such changes, the parties shall memorialize such changes in an amendment to this FA. Work shall be delivered in accordance with the schedule and scope identified in this FA unless otherwise agreed to by the parties in writing in an amendment to this FA. If GRANTEE fails to meet milestones or fails to deliver the Project, LACMTA will have the option to suspend or terminate the FA for default as described in Part II, Sections 2, 9, 10 and 11 herein below. To the extent interim milestone dates are not met but GRANTEE believes and can show documentation acceptable to LACMTA supporting GRANTEE’s ability to make up the time so as to not impact the final milestone date, GRANTEE shall notify LACMTA of such changes in its Quarterly Progress/Expenditure Reports and such interim milestone dates will automatically be amended to the latest interim milestone dates provided in the Quarterly Progress/Expenditure Reports Attachment D-2. In no event can the final milestone date be amended by a Quarterly Progress/Expenditure Report.

7. No changes to this FA, including but not limited to the Funds, and any other source of funds from LACMTA in the Project Funding, Expenditure Plan or the Scope of Work shall be allowed without an amendment to the original FA, approved and signed by both parties.

8. Attachment D is the “Project Reporting & Expenditure Guidelines”. GRANTEE shall complete the “Quarterly Progress/Expenditure Report”. The Quarterly Progress/Expenditure Report is attached to this FA as Attachment D-2 in accordance with Attachment D – Project Reporting and Expenditure Guidelines.

9. Attachment E, the "FTIP PROJECT SHEET (PDF)", is required to ensure that the Project is programmed correctly in the most up-to-date FTIP document. The FTIP PROJECT SHEET (PDF) can be found in ProgramMetro FTIP database under the reports section at https://programmetro.ecointeractive.com/secure2/login.asp. All projects that receive funding through Measure M must be programmed into the FTIP, which includes locally funded regionally significant projects for information and air quality modeling purposes. GRANTEE shall review the Project in ProgramMetro each year and update or correct the Project information as necessary during a scheduled FTIP amendment or adoption. GRANTEE will be notified of amendments and adoptions to the FTIP via e-mail. Changes to the FTIP through ProgramMetro should be made as soon as possible after GRANTEE is aware of any changes to the Project, but no later than October 1 of the year the change or update is effective. Should GRANTEE fail to meet this date, it may affect GRANTEE's ability to access funding, delay the Project and may ultimately result in the Funds being lapsed.

10. LACMTA anticipates it may need to avail itself of lower cost bonds or other debt, the interest on which is tax exempt for federal tax purposes (collectively, the “Bonds") to provide at least a portion of its funding commitments under this Agreement to GRANTEE.

GRANTEE shall ensure that the expenditure of the Funds disbursed to GRANTEE does not jeopardize the tax-exemption of the interest, as specified in the Bond Requirements attached as Attachment F to this Agreement. GRANTEE agrees to provide LACMTA with progress reports, expenditure documentation, and any other documentation as reasonably requested FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 5 Measure M Funding Agreement – MSP
by LACMTA and necessary for LACMTA to fulfill its responsibilities as the grantee or administrator or bond issuer of the Funds. With regard to LACMTA debt financing to provide any portion of the Funds, GRANTEE shall take all reasonable actions as may be requested of it by LACMTA's Project Manager for the Project, to assist LACMTA in demonstrating and maintaining over time, compliance with the relevant sections of the Federal Tax Code to maintain such Bonds’ tax status.

11. GRANTEE shall comply with the “Special Grant Conditions” attached as Attachment G, if any.

12. No changes to the (i) Grant amount, (ii) Project Funding, (iii) the Scope of Work (except as provided herein), (iv) Final milestone date or (v) Special Grant Conditions, shall be allowed without a written amendment to this FA, approved and signed by the LACMTA Chief Executive Officer or his/her designee and GRANTEE. Modifications that do not materially affect the terms of this FA, such as redistributing Funds among existing budget line items or nonmaterial schedule changes must be formally requested by GRANTEE and approved by LACMTA in writing. Non-material changes are those changes which do not affect the grant amount or its schedule, Project Funding, or the Scope of Work, including the Work schedule.

13. LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Celine Chen
LACMTA Project Manager
Mail Stop: 99-18-02
Phone: (213) 922-2088
Email: [email protected]

14. GRANTEE's Address:

City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, CA 90660
Gene N. Edwards, PE
Phone: 562-801-4225
Email: [email protected]
FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 6 Measure M Funding Agreement – MSP

PART II

GENERAL TERMS OF THE FA

1. TERM
The term of this FA shall commence on the Effective Date of this FA, and shall terminate upon the occurrence of all of the following, unless terminated earlier as provided herein: (i) the agreed upon Scope of Work has been completed; (ii) all LACMTA audit and reporting requirements have been satisfied; and (iii) the final disbursement of the Funds has been made to GRANTEE. All eligible Project expenses as defined in the Reporting and Expenditure Guidelines (Attachment D), incurred after the FA Effective Date shall be reimbursed in accordance with the terms and conditions of this FA unless otherwise agreed to by the parties in writing.

2. SUSPENSION OR TERMINATION
Should LACMTA determine there are insufficient Measure M Funds available for the Project, LACMTA may suspend or terminate this FA by giving written notice to GRANTEE at least thirty (30) days in advance of the effective date of such suspension or termination. If a Project is suspended or terminated pursuant to this section, LACMTA will not reimburse GRANTEE any costs incurred after that suspension or termination date, except those costs necessary to: (i) return any facilities modified by the Project construction to a safe and operable state; and (ii) suspend or terminate the construction contractor’s control over the Project. LACMTA’s share of these costs will be consistent with the established funding percentages outlined in this FA.

3. INVOICE BY GRANTEE
Unless otherwise stated in this FA, the Quarterly Progress/Expenditure Report, with supporting documentation of expenses, Project progress and other documents as required, which has been pre-approved by LACMTA, all as described in Part II, Section 6.1 of this FA, shall satisfy LACMTA invoicing requirements. Grantee shall only submit for payment the LACMTA pre-approved Quarterly Progress/Expenditure Report Packets to the LACMTA Project Manager at the email address shown in Part I and to LACMTA Accounts Payable Department as shown below.

Submit invoice with supporting documentation to:

[email protected] (preferable)
or
mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
All invoice material must contain the following information:

Re: LACMTA Project ID# MM5509.10 and FA# 9200000000MM550910 LACMTA Project Manager Celine Chen; Mail Stop 99-18-02
FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 7 Measure M Funding Agreement – MSP

4. USE OF FUNDS

4.1 GRANTEE shall utilize the Funds to complete the Project as described in the Scope of Work and in accordance with the Reporting and Expenditure Guidelines, the specifications for use for the transportation purposes described in the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures.

4.2 Attachment C shall constitute the agreed upon Scope of Work between LACMTA and GRANTEE for the Project. The Funds, as granted under this FA, can only be used towards the completion of the Scope of Work detailed in Attachment C.

4.3 GRANTEE shall not use the Funds to substitute for any other funds or projects not specified in this FA. Further, GRANTEE shall not use the Funds for any expenses or activities above and beyond the approved Scope of Work (Attachment C) without an amendment to the FA approved and signed by the LACMTA Chief Executive Officer or his Designee. To the extent LACMTA provides GRANTEE with bond or commercial paper proceeds, such Funds may not be used to reimburse for any costs that jeopardize the tax exempt nature of such financings as reasonably determined by LACMTA and its bond counsel.

4.4 GRANTEE must use the Funds in the most cost-effective manner. If GRANTEE intends to use a consultant or contractor to implement all or part of the Project, LACMTA requires that such activities be procured in accordance with GRANTEE’s contracting procedures and consistent with State law as appropriate. GRANTEE will also use the Funds in the most cost-effective manner when the Funds are used to pay “in-house” staff time. This effective use of funds provision will be verified by LACMTA through ongoing Project monitoring and through any LACMTA interim and final audits.

4.5 GRANTEE’S employee, officers, councilmembers, board member, agents, or consultants (a “GRANTEE Party”) are prohibited from participating in the selection, award, or administration of a third-party contract or sub-agreement supported by the Funds if a real or apparent conflict of interest would be involved. A conflict of interest would include, without limitation, an organizational conflict of interest or when any of the following parties has a financial or other interest in any entity selected for award: (a) a GRANTEE Party (b) any member of a GRANTEE Party’s immediate family, (c) a partner of a GRANTEE Party; (d) any organization that employs or intends to employ any of the above. This conflict of interest provision will be verified by LACMTA through on-going Project monitoring and through any LACMTA interim and final audits.

4.6 If a facility, equipment (such as computer hardware or software), vehicle or property, purchased or leased using the Funds, ceases to be used for the proper use as originally stated in the Scope of Work, or the Project is discontinued, any Funds expended for that purpose must be returned to LACMTA as follows: GRANTEE shall be required to repay the Funds in proportion to the useful life remaining and in an equal proportion of the grant to GRANTEE Funding Commitment ratio.

4.7 If the Project requires the implementation of an Intelligent Transportation Systems (“ITS”) project, GRANTEE shall ensure the Project is consistent with FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 8 Measure M Funding Agreement – MSP
the Regional ITS Architecture. Attachment G, the Los Angeles County Regional ITS Architecture (CONNECT-IT) Consistency Self-Certification Form, must be completed and signed for planned ITS projects and/or ITS projects that use local, state, or federal funds programmed or administered through LACMTA. Refer to www.laconnect-it.com to find information about the CONNECT-IT Service Packages.

4.8 If any parking facilities are designed and/or constructed using the Funds, GRANTEE shall coordinate with LACMTA parking program staff (see www.metro.net for staff listing) in the planning, design and management of the facility and shall ensure that its implementation is consistent with the LACMTA adopted parking policy.

For the parking policy, see
http://media.metro.net/projects_studies/call_projects/images/09%20Appendix%20D%20Pa rking%20Policy.pdf

5. REIMBURSEMENT OF FUNDS
Funds will be released on a reimbursement basis in accordance with invoices submitted in support of the Quarterly Progress/Expenditure Reports. LACMTA will make all disbursements electronically unless an exception is requested in writing. Reimbursements via Automated Clearing House (ACH) will be made at no cost to GRANTEE. GRANTEE must register in LACMTA’s iSupplier portal and submit an application before grant payments can be made.

The link to the portal can be found at http://media.metro.net/uploads/EBB/Vendor Portal Registration.pdf. GRANTEE must provide detailed supporting documentation with its Quarterly Progress/Expenditure Reports. GRANTEE Funding Commitment, if any, must be spent in direct proportion to the Funds with each quarter’s payment.

6. REPORTING AND AUDIT REQUIREMENTS/PAYMENT ADJUSTMENTS

6.1 GRANTEE shall submit the draft of Quarterly Progress/Expenditure Report (Attachment D-2) within sixty (60) days after the close of each quarter on the last day of the months November, February, May and August to the LACMTA Project Manager for review and pre-approval of the applicable report. LACMTA Project Manager shall review and respond in writing to the draft Quarterly Progress/Expenditure Report within thirty (30) calendar days from receipt. Grantee shall submit the LACMTA pre-approved Quarterly Progress/Expenditure Report no later than five (5) days after receipt of LACMTA’s written approval. Should GRANTEE fail to submit either the draft or pre-approved reports within five (5) days of the due date and/or submit incomplete reports, LACMTA will not reimburse GRANTEE until the completed required reports are received, reviewed, and approved. The Quarterly Progress/Expenditure Reports shall include all appropriate documentation (such as contractor invoices, timesheets, receipts, etc.), and any changes to interim milestone dates that do not impact the final milestone date. All supporting documents must include a clear justification and explanation of their relevance to the Project. If no activity has occurred during a particular quarter, GRANTEE will still be required to submit the Quarterly Progress/Expenditure Reports indicating no dollars were expended that quarter. If a request for reimbursement exceeds $500,000 in a single month, then GRANTEE can submit such an invoice once per month with supporting documentation. Expenses that are not invoiced to LACMTA Accounts Payable FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 9 Measure M Funding Agreement – MSP
within ninety (90) days after the lapsing date specified in Part II, Section 9.1 below are not eligible for reimbursement.

6.2 GRANTEE shall submit the Project expenditure estimates for the subsequent fiscal year by February of each year. LACMTA will use the estimates to determine the Project budget for the upcoming fiscal year.

6.3 LACMTA, and/or its designee, shall have the right to conduct audits of the Project as deemed appropriate, such as financial and compliance audits, interim audits, preaward audits, performance audits and final audits. LACMTA will commence a final audit within six (6) months of receipt of acceptable final invoice, provided the Project is ready for final audit (meaning all costs and charges have been paid by GRANTEE and invoiced to LACMTA, and such costs, charges and invoices are properly documented and summarized in the accounting records to enable an audit without further explanation or summarization including actual indirect rates for the period covered by the FA period under review).

GRANTEE agrees to establish and maintain proper accounting procedures and cash management records and documents in accordance with Generally Accepted Accounting Principles (GAAP). GRANTEE shall reimburse LACMTA for any expenditure not in compliance with the Scope of Work and/or not in compliance with other terms and conditions of this FA. The allowability of costs for GRANTEE’s own expenditures submitted to LACMTA for this Project shall be in compliance with Office of Management and Budget (OMB) Circular A-87. The allowability of costs for GRANTEE’s contractors, consultants and suppliers expenditures submitted to LACMTA through GRANTEE’s Quarterly Progress/Expenditures shall be in compliance with OMB Circular A-87 or Federal Acquisition Regulation (FAR) Subpart 31 and 2 CFR Subtitle A, Chapter II, Part 225 (whichever is applicable). Findings of the LACMTA audit are final. When LACMTA audit findings require GRANTEE to return monies to LACMTA, GRANTEE agrees to return the monies within thirty (30) days after the final audit is sent to GRANTEE.

6.4 GRANTEE’s records shall include, without limitation, accounting records, written policies and procedures, contract files, original estimates, correspondence, change order files (including documentation covering negotiated settlements), invoices, and any other supporting evidence deemed necessary by LACMTA to substantiate charges related to the Project (all collectively referred to as “records”). Such records shall be open to inspection and subject to audit and reproduction by LACMTA auditors or authorized representatives to the extent deemed necessary by LACMTA to adequately permit evaluation of expended costs. Such records subject to audit shall also include, without limitation, those records deemed necessary by LACMTA to evaluate and verify, direct and indirect costs, (including overhead allocations) as they may apply to costs associated with the Project.

These records must be retained by GRANTEE for three years following final payment under this Agreement. Payment of retention amounts shall not occur until after the LACMTA’s final audit is completed.

6.5 GRANTEE shall cause all contractors to comply with the requirements of Part II, Section 6, paragraphs 6.3 and 6.4 above. GRANTEE shall cause all contractors to cooperate fully in furnishing or in making available to LACMTA all records deemed necessary by LACMTA auditors or authorized representatives related to the Project.

FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 10 Measure M Funding Agreement – MSP

6.6 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall be afforded access to all GRANTEE’s records and its contractors related to the Project, and shall be allowed to interview any employee of GRANTEE and its contractors through final payment to the extent reasonably practicable.

6.7 LACMTA or any of its duly authorized representatives, upon reasonable written notice, shall have access to the offices of GRANTEE and its contractors, shall have access to all necessary records, including reproduction, at no charge to LACMTA, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the terms and conditions of this FA.

6.8 When business travel associated with the Project requires use of a vehicle, the mileage incurred shall be reimbursed at the mileage rates set by the Internal Revenue Service (IRS), as indicated in the United States General Services Administration Federal Travel Regulation, Privately Owned Vehicle Reimbursement Rates.

6.9 GRANTEE shall be responsible for ensuring all contractors/ subcontractors for the Project comply with the terms of the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures. GRANTEE shall cooperate with LACMTA Management Audit Services Department such that LACMTA can meet its obligations under the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures.

6.10 GRANTEE shall certify each invoice by reviewing all subcontractor costs and maintaining internal control to ensure that all expenditures are allocable, allowable and reasonable and in accordance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA.

6.11 GRANTEE shall also certify final costs of the Project to ensure all costs are in compliance with OMB A-87 or FAR subpart 31 and 2 CFR Subtitle A, Chapter II, part 225, (whichever is applicable) and the terms and conditions of this FA.

6.12 In addition to LACMTA’s other remedies as provided in this FA, LACMTA may withhold the Funds if the LACMTA audit has determined that GRANTEE failed to comply with the Scope of Work (such as misusing Funds or failure to return Funds owed to LACMTA in accordance with LACMTA audit findings) and /or is severely out of compliance with other terms and conditions as defined by this FA, including the access to records provisions of Part II, Section 6.

7. GRANT
This is a one-time only grant of the Measure M Funds subject to the terms and conditions agreed to herein. This grant does not imply nor obligate any future funding commitment on the part of LACMTA.

8. SOURCES AND DISPOSITION OF FUNDS
FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 11 Measure M Funding Agreement – MSP

8.1 The obligation for LACMTA to grant the Funds for the Project is subject to sufficient Funds being made available for the Project by the LACMTA Board of Directors. If such Funds are not made available as anticipated from Measure M Program revenues, LACMTA will have the right to adjust the cash flow accordingly until such funds become available. LACMTA shall have no obligation to provide any other funds for the Project, unless otherwise agreed to in writing by LACMTA.

8.2 GRANTEE shall fully fund and contribute the GRANTEE Funding Commitment, if any is identified in the Project Funding (Attachment A), towards the cost of the Project. If the Funds identified in Attachment A are insufficient to complete the Project, GRANTEE agrees to secure and provide such additional non-LACMTA programmed funds necessary to complete the Project.

8.3 GRANTEE shall be responsible for any and all cost overruns for the Project pursuant to Section 8.2.

8.4 GRANTEE shall be eligible for the Funds up to the grant amount specified in Part I, Section 2 of this FA subject to the terms and conditions contained herein.

Any Funds expended by GRANTEE prior to the Effective Date of this FA shall not be reimbursed nor shall they be credited toward the GRANTEE Funding Commitment requirement, without the prior written consent of LACMTA. GRANTEE Funding Commitment dollars expended prior to the year the Funds are awarded shall be spent at GRANTEE’s own risk, or as delineated in a Letter of No Prejudice executed by the prospective GRANTEE and LACMTA.

8.5 If GRANTEE receives outside funding for the Project in addition to the Funds identified in the Project Funding and the Expenditure Plan at the time this grant was awarded, this FA shall be amended to reflect such additional funding. If, at the time of final invoice or voucher, funding for the Project (including the Funds, GRANTEE Funding Commitment, and any additional funding) exceeds the actual Project costs, then the cost savings shall be applied in the same proportion as the sources of funds from each party to this FA as specified in the Project Funding and both the Funds and GRANTEE Funding Commitment required for the Project shall be reduced accordingly. LACMTA shall have the right to use any cost savings associated with the Funds at its sole discretion, including, without limitation, programming the unused Funds to another project or to another grantee within the subregion in accordance with the Ordinance, the Guidelines and the Multi-Year Subregional Programs Administrative Procedures. If, at the time of final voucher, it is determined that GRANTEE has received Funds in excess of what GRANTEE should have received for the Project, GRANTEE shall return such overage to LACMTA within 30 days from final voucher.

9. TIMELY USE OF FUNDS / REPROGRAMMING OF FUNDS

9.1 GRANTEE must demonstrate timely use of the Funds by:
(i) Executing this FA within ninety (90) days of receiving formal transmittal of the FA from LACMTA, or by December 31 of the FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 12 Measure M Funding Agreement – MSP
first Fiscal Year in which the Funds are programmed, whichever date is later; and
(ii) Beginning Project Design, Preliminary Engineering-(PE) within six (6) months from completion of environmental clearance, if appropriate.
(iii) Expending Right-of-Way costs (including by deposit into a condemnation action) by the end of the second (2nd) fiscal year following the year the Funds were first programmed; and (iv) Executing Contracts for Construction or Capital purchase within twelve (12) months from the date of completion of design; and (v) Delivering Work in accordance with schedule; changes to the schedule will require an Amendment to Attachment C to reflect updated milestone dates. Meeting the Project milestone due dates as agreed upon by the LACMTA and GRANTEE in
Attachment C of this FA; and
(vi) Submitting the Quarterly Progress/Expenditure Reports as described in Part II, Section 6.1 of this FA; and
(vii) Expending the Funds granted under this FA for allowable costs within three years or 36 months from July 1 of the Fiscal Year in which the Funds are programmed, unless otherwise stated in this FA. All Funds programmed for FY 2023-24 are subject to lapse by June 30, 2026. All Funds programmed for FY 2024-25 are subject to lapse by June 30, 2027.

9.2 In the event that the timely use of the Funds is not demonstrated as described in Part II, Section 9.1 of this FA, the Project will be reevaluated by LACMTA as part of its Annual Update process and the Funds may be reprogrammed to another project by the LACMTA Board of Directors in accordance with the Ordinance, the Guidelines and the MultiYear Subregional Programs Administrative Procedures. In the event that all the Funds are reprogrammed, this FA shall automatically terminate.

10. DEFAULT
A Default under this FA is defined as any one or more of the following: (i) GRANTEE fails to comply with the terms and conditions contained herein; and/or (ii) GRANTEE fails to perform satisfactorily or make material changes, as determined by LACMTA at its sole discretion, to the Expenditure Plan, the Scope of Work, or the Project Funding without LACMTA’s prior written consent or approval as provided herein.

11. REMEDIES

11.1 In the event of a Default by GRANTEE, LACMTA shall provide written notice of such Default to GRANTEE with a 30-day period to cure the Default. In the event GRANTEE fails to cure the Default, or commit to cure the Default and commence the same within such 30-day period to the satisfaction of LACMTA, LACMTA shall have the following remedies: (i) LACMTA may terminate this FA; (ii) LACMTA may make no further FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 13 Measure M Funding Agreement – MSP
disbursements of Funds to GRANTEE; and/or (iii) LACMTA may recover from GRANTEE any Funds disbursed to GRANTEE as allowed by law or in equity.

11.2 Effective upon receipt of written notice of termination from LACMTA, GRANTEE shall not undertake any new work or obligation with respect to this FA unless so directed by LACMTA in writing. Any Funds expended after termination shall be the sole responsibility of GRANTEE.

11.3 The remedies described herein are non-exclusive. LACMTA shall have the right to enforce any and all rights and remedies herein or which may be now or hereafter available at law or in equity.

12. COMMUNICATIONS

12.1 GRANTEE shall ensure that all Communication Materials contain recognition of LACMTA’s contribution to the Project as more particularly set forth in “Funding Recipient Communications Guidelines” available online at http://metro.net/partners-civic. The Funding Recipient Communications Guidelines may be changed from time to time during the course of this Agreement. GRANTEE shall be responsible for complying with the latest Funding Recipient Communications Guidelines during the term of this Agreement, unless otherwise specifically authorized in writing by the LACMTA Chief Communications Officer.

12.2 For purposes of this Agreement, “Communications Materials” include, but are not limited to, press events, public and external newsletters, printed materials, advertising, websites radio and public service announcements, electronic media, and construction site signage. A more detailed definition of “Communications Materials” is found in the Funding Recipient Communications Guidelines.

12.3 The Metro logo is a trademarked item that shall be reproduced and displayed in accordance with specific graphic guidelines. The preferred logo lock-up for Funding Recipients to use is included in the Funding Recipient Communications Guidelines.

12.4 GRA N TEE shall ensure that any subcontractor, including, but not limited to, public relations, public affairs, and/or marketing firms hired to produce Project Communications Materials for public and external purposes will comply with the requirements contained in this Section.

12.5 The LACMTA Project Manager shall be responsible for monitoring GRANTEE’s compliance with the terms and conditions of this Section. GRANTEE’s failure to comply with the terms of this Section shall be deemed a default hereunder and LACMTA shall have all rights and remedies set forth herein.

FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 14 Measure M Funding Agreement – MSP

13. OTHER TERMS AND CONDITIONS

13.1 This FA, along with its Attachments, constitutes the entire understanding between the parties, with respect to the subject matter herein. The FA shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original FA or the same level of authority. Adoption of revisions or supplements to the Guidelines shall cause such revisions or supplements to become incorporated automatically into this Agreement as though fully set forth herein.

13.2 GRANTEE is obligated to continue using the Project dedicated to the public transportation purposes for which the Project was initially approved. The Project rightof-way, the Project facilities constructed or reconstructed on the Project site, and/or Project property purchased, excluding construction easements and excess property (whose proportionate proceeds shall be distributed in an equal proportion of the grant to GRANTEE Funding Commitment ratio), shall remain dedicated to public transportation use in the same proportion and scope and to the same extent as described in this FA. Equipment acquired as part of the Project, including office equipment, vehicles, shall be dedicated to that use for their full economic life cycle, including any extensions of that life cycle achieved by reconstruction, rehabilitation, or enhancements.

13.3 In the event that there is any legal court (e.g., Superior Court of the State of California, County of Los Angeles, or the U.S. District Court for the Central District of California) proceeding between the parties to enforce or interpret this FA, to protect or establish any rights or remedies hereunder, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney’s fees.

13.4 Neither LACMTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or committed to be done by GRANTEE under or in connection with any work performed by and or service provided by GRANTEE, its officers, agents, employees, contractors and subcontractors under this FA. GRANTEE shall fully indemnify, defend and hold LACMTA and its subsidiaries, and its officers, agents and employees harmless from and against any liability and expenses, including without limitation, defense costs, any costs or liability on account of bodily injury, death or personal injury of any person or for damage to or loss of risk of property, any environmental obligation, any legal fees and any claims for damages of any nature whatsoever arising out of the Project, including without limitation: (i) use of the Funds by GRANTEE, or its officers, agents, employees, contractors or subcontractors; (ii) breach of GRANTEE’s obligations under this FA; or (iii) any act or omission of GRANTEE, or its officers, agents, employees, contractors or subcontractors in the performance of the work or the provision of the services, in connection with the Project including, without limitation, the Scope of Work, described in this FA.

13.5 Neither party hereto shall be considered in default in the performance of its obligation hereunder to the extent that the performance of any such obligation is prevented or delayed by unforeseen causes including acts of God, acts of a public enemy, and government acts beyond the control and without fault or negligence of the affected party. Each party hereto FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project ID#: MM5509.10
FA# 9200000000MM55910
Rev: 05.16.2023 15 Measure M Funding Agreement – MSP
shall give notice promptly to the other of the nature and extent of any such circumstances claimed to delay, hinder, or prevent performance of any obligations under this FA.

13.6 GRANTEE shall comply with and ensure that work performed under this FA is done in compliance with Generally Accepted Accounting Principles (GAAP), all applicable provisions of federal, state, and local laws, statutes, ordinances, rules, regulations, and procedural requirements including Federal Acquisition Regulations (FAR), and the applicable requirements and regulations of LACMTA. GRANTEE acknowledges responsibility for obtaining copies of and complying with the terms of the most recent federal, state, or local laws and regulations, and LACMTA requirements including any amendments thereto.

13.7 GRANTEE agrees that the applicable requirements of this FA shall be included in every contract entered into by GRANTEE or its contractors relating to work performed under this FA and LACMTA shall have the right to review and audit such contracts.

13.8 GRANTEE shall not assign this FA, or any part thereof, without prior approval of the LACMTA Chief Executive Officer or his designee. Any assignment by GRANTEE without said prior consent by LACMTA shall be void and unenforceable.

13.9 This FA shall be governed by California law. If any provision of this FA is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

13.10 The covenants and agreements of this FA shall inure to the benefit of, and shall be binding upon, each of the parties and their respective successors and assigns.

13.11 GRANTEE will advise LACMTA prior to any key Project staffing changes. Notice will be given to the parties at the address specified in Part I, unless otherwise notified in writing of change of address or contact person.

13.12 GRANTEE, in the performance of the work described in this FA, is not a contractor nor an agent or employee of LACMTA. GRANTEE attests to no organizational or personal conflicts of interest and agrees to notify LACMTA immediately in the event that a conflict, or the appearance thereof, arises. GRANTEE shall not represent itself as an agent or employee of LACMTA and shall have no powers to bind LACMTA in contract or otherwise.

SOURCES OF FUNDS Prior Years FY2021-22 FY2022-23 FY2023-24 FY2024-25 FY2025-26 Total Budget
% of Budget
LACMTA PROGRAMMED FUNDING $ 527,767 $ 3,211,500
MEASURE M MSP FUNDS $ 527,767 $ 3,211,500 $ 3,739,267
SUM PROG LACMTA FUNDS $ 527,767 $ 3,211,500 $ 3,739,267 11% OTHER NON LACMTA FUNDING:

LOCAL: PROP C FUNDS $ 14,175 $ 238,000 $ 252,175 1%

STATE: 0%
FEDERAL: HBP FUNDS $ 4,072,823 $ 24,787,072 $ 28,859,895 88% PRIVATE OR OTHER: 0%
SUM NON-LACMTA FUNDS $ - $ - $ - $ 4,086,998 $ 25,025,072 $ 29,112,070 89% TOTAL PROJECT FUNDS $ - $ - $ - $ 4,614,765 $ 28,236,572 $ 32,851,337 100% Note: The total project funding is $33,382,000. $530,664 in Local Prop C and Federal HBP funds are not displayed in this table as they are funds used for project development prior to FY24 before the PS&E phase. This Funding Agreement only covers Measure M MSP funds administered by Metro for PS&E and construction phases.

ATTACHMENT A - PROJECT FUNDING
Measure M MSP - I-605 Corridor “Hot Spot” Interchange Improvements Multi-Modal Program - Funding Agreement Projects - FA#: 9200000000M550910
Project Title: Washington Boulevard Bridge Replacement Project – Federal ID BRLS-5351(040) Project ID#: MM5509.10

PROGRAMMED BUDGET - SOURCES OF FUNDS

03.01.19 Measure M Funding Agreement - MSP
Attachment A - Project Funding
SOURCES OF FUNDS FY 2021-22
Qtr 1
FY 2021-22
Qtr 2
FY 2021-22
Qtr 3
FY 2021-22
Qtr 4
FY 2022-23
Qtr 1
FY 2022-23
Qtr 2
FY 2022-23
Qtr 3
FY 2022-23
Qtr 4
TOTAL
BUDGET
LACMTA PROGRAMMED FUNDS:

MEASURE M MSP FUNDS:

Planning Activities/Prog Dev 0.00
Environmental 0.00
Design and PS&E 0.00
Right-of-Way Acquisition 0.00
Construction 0.00
Vehicle Purchase 0.00
Others 0.00
Total MEASURE M 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 SUM PROG LACMTA FUNDS: 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 OTHER NON LACMTA FUNDING:

LOCAL PROP C FUNDS:

Planning Activities/Prog Dev 0.00
Environmental 19,499.50 14,337.50 14,337.50 48,174.50
Design and PS&E 0.00
Right-of-Way Acquisition 0.00
Construction 0.00
Vehicle Purchase 0.00
Others 0.00
Total LOCAL 0.00 0.00 0.00 0.00 0.00 19,499.50 14,337.50 14,337.50 48,174.50 FEDERAL HBP FUNDS:

Planning Activities/Prog Dev 39,839.00 73,775.00 73,775.00 73,775.00 261,164.00 Environmental 73,775.00 73,775.00 73,775.00 221,325.00
Design and PS&E 0.00
Right-of-Way Acquisition 0.00
Construction 0.00
Vehicle Purchase 0.00
Others 0.00
Total FEDERAL 39,839.00 147,550.00 147,550.00 147,550.00 0.00 0.00 0.00 0.00 482,489.00 SUM NON-LACMTA FUNDS : 39,839.00 147,550.00 147,550.00 147,550.00 0.00 19,499.50 14,337.50 14,337.50 530,663.50

PROJECT FUNDING
FY2021-22 and FY2022-23 39,839.00 147,550.00 147,550.00 147,550.00 0.00 19,499.50 14,337.50 14,337.50 530,663.50 SOURCES OF FUNDS FY 2023-24
Qtr 1
FY 2023-24
Qtr 2
FY 2023-24
Qtr 3
FY 2023-24
Qtr 4
FY 2024-25
Qtr 1
FY 2024-25
Qtr 2
FY 2024-25
Qtr 3
FY 2024-25
Qtr 4
TOTAL
BUDGET
LACMTA PROGRAMMED FUNDS:

MEASURE M MSP FUNDS:

Planning Activities/Prog Dev 0.00
Environmental 0.00
Design and PS&E 131,919.25 131,919.25 131,919.25 132,009.25 527,767.00 Right-of-Way Acquisition 0.00
Construction 802,875.00 802,875.00 802,875.00 802,875.00 3,211,500.00 Vehicle Purchase 0.00
Others 0.00
Total MEASURE M 131,919.25 131,919.25 131,919.25 132,009.25 802,875.00 802,875.00 802,875.00 802,875.00 3,739,267.00 SUM PROG LACMTA FUNDS: 131,919.25 131,919.25 131,919.25 132,009.25 802,875.00 802,875.00 802,875.00 802,875.00 3,739,267.00 OTHER NON LACMTA FUNDING:

LOCAL PROP C FUNDS:

Planning Activities/Prog Dev 0.00
Environmental 14,174.50 14,174.50
Design and PS&E 0.00
Right-of-Way Acquisition 238,000.00 238,000.00
Construction 0.00
Vehicle Purchase 0.00
Others 0.00
Total LOCAL 14,174.50 0.00 0.00 0.00 238,000.00 0.00 0.00 0.00 252,174.50 FEDERAL HBP FUNDS:

Planning Activities/Prog Dev 0.00
Environmental 0.00
Design and PS&E 1,115,699.50 1,115,699.50 2,231,399.00
Right-of-Way Acquisition 920,712.00 920,712.00 1,841,424.00 Construction 6,196,768.00 6,196,768.00 6,196,768.00 6,196,768.00 24,787,072.00 Vehicle Purchase 0.00
Others 0.00
Total FEDERAL 0.00 0.00 2,036,411.50 2,036,411.50 6,196,768.00 6,196,768.00 6,196,768.00 6,196,768.00 28,859,895.00 SUM NON-LACMTA FUNDS : 14,174.50 0.00 2,036,411.50 2,036,411.50 6,434,768.00 6,196,768.00 6,196,768.00 6,196,768.00 29,112,069.50

PROJECT FUNDING
FY2023-24 and FY2024 -25 146,093.75 131,919.25 2,168,330.75 2,168,420.75 7,237,643.00 6,999,643.00 6,999,643.00 6,999,643.00 32,851,336.50 TOTAL LACMTA FUNDS 131,919.25 131,919.25 131,919.25 132,009.25 802,875.00 802,875.00 802,875.00 802,875.00 3,739,267.00 TOTAL NON-LACMTA FUNDS 54,013.50 147,550.00 2,183,961.50 2,183,961.50 6,434,768.00 6,216,267.50 6,211,105.50 6,211,105.50 29,642,733.00 TOTAL PROJECT FUNDING 185,932.75 279,469.25 2,315,880.75 2,315,970.75 7,237,643.00 7,019,142.50 7,013,980.50 7,013,980.50 33,382,000.00

ATTACHMENT B - EXPENDITURE PLAN COST & CASH FLOW BUDGET Measure M MSP I-605 Corridor “Hot Spot” Interchange Improvements Multi-Modal Program - Funding Agreement Projects - FA# 9200000000M550910 Project Title: Washington Boulevard Bridge Replacement Project – Federal ID BRLS-5351(040) Project#: MM5509.10

PROGRAMMED SOURCES OF FUNDS

09.10.19 1 of 1
Measure M Funding Agreement - MSP
Attachment B - Expenditure Plan
FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project#: MM5509.10
Funding Agreement#: 9200000000M550910

03.01.19 1 Measure M Funding Agreement – MSP
Attachment C – Scope of Work

ATTACHMENT C

SCOPE OF WORK

CAPITAL PROJECT
PROJECT NAME:

Washington Boulevard Bridge Replacement Project – Federal ID BRLS-5351(040) PROJECT LOCATION/LIMITS/AREA:

The project is located at Bridge No. 53C0471 - Washington Boulevard over Rio Hondo River Bridge in the City of Pico Rivers, in the Los Angeles County area.

This project replaces the existing bridge located over the Rio Hondo River, between Paramount Boulevard, in the City of Pico Rivera, and Bluff Road, in the City of Montebello.

PROJECT DESCRIPTION INCLUDING MULTI-YEAR SUBREGIONAL PROGRAM AND PROJECT NEXUS:

The scope of work includes demolition of the existing 6-lane superstructure and piers, and construction of a new 6-lane bridge on new concrete piers and foundations within its existing right-of-way. The design of the bridge includes increasing capacity to accommodate Class II bicycle lanes, one in each direction.

The Washington Boulevard Bridge over the Rio Hondo Channel was originally constructed in 1941, widened in 1966, and is currently classified as structurally deficient. This project replaces the existing 484-foot long, 6-lane wide bridge with a new 6-lane wide bridge. The existing 95-footwide bridge consists of 6 lanes (three 12-foot-wide lanes in each direction), 5-foot wide median,

5.5-foot-wide sidewalks in each direction having streetlight poles, and 3.5-foot-wide shoulders in each direction. Per minimum AASHTO Standards, replacement of the bridge will result in 6 lanes (three 12-foot-wide lanes in each direction), 12-foot wide median, 7.2-foot-wide sidewalks in each direction and 6.0-foot-wide shoulders in each direction to accommodate the new bicycle lanes. The scope also includes widening the 750-foot east approach for transitioning to the new bridge width.

Proposed mobility elements include resurfacing pavement at approach portions of bike lanes for smooth surface free of cracks and potholes for bicyclist, “Bike lane” signs (MUTCD R3-17), dotted transition lane lines, stencil markings, low delineators, pavement paint with color to enhance visibility of the bike lanes, and bicycle warning signs or “Share the Road” signs in advance of merge/transition areas.

Bicycle lanes installed by this project will be extended along Washington Boulevard as part of future street improvement projects. The City’s 2014 General Plan indicates a proposed Class III bike lane on Washington Boulevard throughout the city. A study will be conducted to determine the feasibility and cost of creating a Class II Bike Lane along Washington Boulevard, for a safer environment to bike in the region. Once completed, the City will evaluate funding options to install a Class II Bike Lane throughout Washington Boulevard within city limits, creating linkage from the Rio Hondo Bike Path to the San Gabriel River Bike Path.

FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project#: MM5509.10
Funding Agreement#: 9200000000M550910

03.01.19 2 Measure M Funding Agreement – MSP
Attachment C – Scope of Work
PROJECT FUNDING:

PHASE LACMTA –

MEASURE M
FUNDS
LOCAL
AGENCY –
PROP C
FUNDS
FEDERAL –

HIGHWAY
BRIDGE

PROGRAM
TOTAL
PAED $0 $62,349 $221,325 $283,674
Design and PS&E $527,767 $0 $2,492,563 $3,020,330
Right-of-Way $0 $238,000 $1,841,424 $2,079,424
Construction $2,729,775 $0 $21,069,011 $23,798,786
Construction
Management
$481,725 $0 $3,718,061 $4,199,786
TOTAL BUDGET COST $3,739,267 $300,349 $29,342,384 $33,382,000

ESTIMATED PROJECT COSTS:

ITEM DESCRIPTION QUANTITY UNIT*
UNIT
COST
TOTAL
COST
Design and PS&E 1 LS $3,303,004 $3,303,004
Right-of-Way 1 LS $2,079,424 $2,079,424
Construction 1 LS $23,798,786 $23,798,786
Construction Management 1 LS $4,199,786 $4,199,786
GRAND TOTAL $33,382,000
* estimated costs based on Federal Highway Bridge Application Exhibit 6A Note: The total project funding and cost tables are provided for project context and reference.

This Funding Agreement only covers Measure M MSP funds administered by Metro for PS&E and construction phases.

PROJECT DETAILED SCHEDULE:

Milestones Begin End Duration
(months)
PS&E & Right-of-Way 7/22 7/24 24
RFA to Proceed with Construction 8/24 12/24 4
Bid & Award 1/25 5/25 4
Construction 6/25 10/27 28

FTIP #: LA0G1106
Subregion ID: Gateway Cities
Project#: MM5509.10
Funding Agreement#: 9200000000M550910

03.01.19 3 Measure M Funding Agreement – MSP
Attachment C – Scope of Work
PROJECT MAP:

FTIP #: LA0G1106 Project ID#: MM5509.10
Subregion ID: Gateway Cities FA #: 9200000000M550910

12.06.19 Measure M Funding Agreement – MSP
Attachment D – Reporting Guidelines
1 FA ATTACHMENT D

PROJECT REPORTING & EXPENDITURE GUIDELINES

REPORTING PROCEDURES
 Quarterly Progress/Expenditure Report (Attachment D2) are required for all projects.

The GRANTEE shall be subject to and comply with all applicable requirements of the funding agency regarding project-reporting requirements. In addition, GRANTEE will submit the Quarterly Expenditure Report to the LACMTA, after receiving LACMTA Project Manager’s acceptance of the draft report, at
[email protected] or by mail to Los Angeles Metropolitan Transportation Authority, Accounts Payable, P. O. Box 512296, Los Angeles, California 90051-0296. Please note that letters or other forms of documentation may not be substituted for this form.
 The Quarterly Progress/Expenditure Report covers all activities related to the project and lists all costs incurred. It is essential that GRANTEE provides complete and adequate response to all the questions. The expenses listed must be supported by appropriate documentation with a clear explanation of the purpose and relevance of each expense to the project.
 In cases where there are no activities to report, or problems causing delays, clear explanation, including actions to remedy the situation, must be provided.  GRANTEE is required to track and report on the project schedule. LACMTA will monitor the timely use of funds and delivery of projects. Project delay, if any, must be reported each quarter.
 The draft Quarterly Expenditure Report is due to the LACMTA as soon as possible after the close of each quarter, but no later than the following dates for each fiscal year:

Quarter Report Due Date
July - September November 30
October - December February 28
January - March May 31
April - June August 31
LACMTA Project Manager shall review and respond in writing to the draft Quarterly Expenditure Report within thirty (30) calendar days from receipt.

Upon completion of the Project a final report that includes project’s final evaluation must be submitted.

FTIP #: LA0G1106 Project ID#: MM5509.10
Subregion ID: Gateway Cities FA #: 9200000000M550910

12.06.19 Measure M Funding Agreement – MSP
Attachment D – Reporting Guidelines
2 EXPENDITURE GUIDELINES
 Any activity or expense charged above and beyond the approved Scope of Work (FA Attachment C) is considered ineligible and will not be reimbursed by the LACMTA unless prior written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.
 Any expense charged to the grant must be clearly and directly related to the project.  Administrative cost is the ongoing expense incurred by the GRANTEE for the duration of the project and for the direct benefit of the project as specified in the Scope of Work (Attachment C). Examples of administrative costs are personnel, office supplies, and equipment. As a condition for eligibility, all costs must be necessary for maintaining, monitoring, coordinating, reporting and budgeting of the project. Additionally, expenses must be reasonable and appropriate to the activities related to the project.  LACMTA is not responsible for, and will not reimburse any costs incurred by the GRANTEE prior to the Effective Date of the FA, unless written authorization has been granted by the LACMTA Chief Executive Officer or his/her designee.

DEFINITIONS
 Allowable Cost: To be allowable, costs must be reasonable, recognized as ordinary and necessary, consistent with established practices of the organization, and consistent with industry standard of pay for work classification.
 Excessive Cost: Any expense deemed “excessive” by LACMTA staff would be adjusted to reflect a “reasonable and customary” level. For detail definition of “reasonable cost”, please refer to the Federal Register OMB Circulars A-87 Cost Principals for State and Local Governments; and A-122 Cost Principals for Nonprofit Organizations.  Ineligible Expenditures: Any activity or expense charged above and beyond the approved Scope of Work is considered ineligible.

Invoice #
QUARTERLY PROGRESS/EXPENDITURE REPORT Invoice Date
FA# 9200000000M550910
Quarterly Report #

GRANTEES ARE REQUESTED TO EMAIL THIS REPORT TO
[email protected]
or submit by mail to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, California 90051-0296
Please note that letters or other forms
of documentation may not be substituted for this form. Refer to the Reporting and Expenditure Guidelines (Attachment D) for further information.

Grantee To Complete
LACMTA FA MEASURE M ATTACHMENT D-2
SECTION 1: QUARTERLY EXPENSE REPORT
Total Project Budget
Project-to-Date Expenditure
Funds Expended to Date (Include
this Quarter)
Please itemize grant-related charges for this Quarter on Page 5 of this report and include totals in this Section.

Retention Amount
This Quarter Expenditure
Project Quarter Expenditure
Net Invoice Amount (Less
Retention)
LACMTA Measure M MSP Grant $
Balance Remaining
% of Project Budget Expended to
Date

12.06.19 1
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
PROJECT TITLE:

QUARTERLY REPORT SUBMITTED FOR:

Fiscal Year : 2018-19 2019-20 2020-21
2021-22 2022-23 2023-24
Quarter : Q1: Jul - Sep Q2: Oct - Dec
Q3: Jan - Mar Q4: Apr - Jun
DATE SUBMITTED:

Measure M Multi-Year Subregional Program Type:

Phone Number:

E-mail:

E-mail:

Celine Chen
9200000000M550910
Washington Boulevard Bridge Replacement Project
SECTION 2: GENERAL INFORMATION
Contact Name:
(213) 922-2088
Job Title:

Name:

FA #:

LACMTA Project Manager
Grantee Contact / Project
Manager
Phone Number:

Mailing Address:

City / Agency:

Department:

I-605 Corridor "Hot Spots" Interchange Improvements Program [email protected]

12.06.19 2
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
Start Date End Date
Ground Breaking Event
On schedule per original FA schedule Less than 12 months behind original schedule Between 12-24 months behind original schedule More than 24 months behind original schedule Yes No Not Applicable
Yes No Not Applicable
A. Based on the comparison of the original and actual project milestone schedules above, project is (select only one) :

B. Was the project design started within 6 months of the date originally stated in the FA? C. Was a construction contract or capital purchase executed within 9 months after completion of design / specifications?

2. PROJECT COMPLETION
Total Project Duration (Months)
Ribbon Cutting Event
Right-of-Way Acquisition
Start Date
Construction
Design
FA Milestones
SECTION 3 : QUARTERLY PROGRESS REPORT
Actual Schedule
End Date

1. DELIVERABLES & MILESTONES
Original FA Schedule in Scope of Work
List all deliverables and milestones as stated in the FA, with start and end dates. Calculate the total project duration. DO NOT CHANGE THE ORIGINAL FA MILESTONE START AND END DATES SHOWN IN THE 2 ND AND 3 RD COLUMNS BELOW.

Grantees must make every effort to accurately portray milestone dates in the original FA Scope of Work, since this will provide the basis for calculating any project delay. If milestone start and/or end dates change from those stated in the Original FA Scope of Work, indicate the new dates under Actual Schedule below and recalculate the project duration. However, this does not change the original milestones in your FA. PER YOUR FA AGREEMENT, ANY CHANGES TO THE PROJECT SCHEDULE MUST BE FORMALLY SUBMITTED UNDER SEPARATE COVER TO LACMTA FOR WRITTEN CONCURRENCE.

Environmental
Others
Vehicle Purchase

12.06.19 3
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report

3. TASKS / MILESTONES ACCOMPLISHED
If the project is delayed (as described in #4), include action items that have been, or will be, undertaken to resolve the delay.

4. PROJECT DELAY
If project is delayed, describe reasons for delay (this quarter). Pay particular attention to schedule delays. If delay is for the same reason as mentioned in previous quarters, please indicate by writing "Same as Previous Quarter".

5. ACTION ITEMS TO RESOLVE DELAY
List tasks or milestones accomplished and progress made this quarter.

12.06.19 4
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
1 2
3 4
5 6
7 8
9 10
11 12
13 Invoice Payment Information:

LACMTA will make all disbursements electronically unless an exception is requested in writing.

ACH Payments require that you complete an ACH Request Form and fax it to Accounts Payable at 213-922-6107.

ACH Request Forms can be found at www.metro.net/callforprojects.

Written exception requests for Check Payments should be completed and faxed to Accounts Payable at 213-922-6107.

Signature Date
Name Title
stated in this report is true and correct.

All receipts, invoices, and time sheets, attached and included with this Expense Report must be listed and shown under the Invoice Number column of the Itemized Listing (above).

Note:
and that to the best of my knowledge and belief the information I certify that I am the responsible Project Manager or fiscal officer and representative of

TOTAL EXPENSES CHARGED TO LACMTA MEASURE M GRANT
SECTION 4. ITEMIZED LISTING OF EXPENSES AND CHARGES THIS QUARTER INVOICE #
All expenses and charges must be itemized and listed below. Each item listed must be verifiable by an invoice and/or other proper documentation.

The total amounts shown here must be equal to this quarter’s expenditures listed on page 1 of this report. All expenses and charges must be reflective of the approved budget and rates as shown in the FA Attachment B, Scope of Work. Use additional pages if needed.

ITEM
TOTAL

12.06.19 5
Measure M Funding Agreement - MSP
Attachment D-2 Quarterly Progress/Expenditure Report
Los Angeles Metropolitan Transportation Authority
2023 Federal Transportation Improvement Program ($000)
TIP ID LA0G1106 Implementing Agency Pico Rivera, City of SCAG RTP Project #: 1AL04
Conformity Category: EXEMPT - 93.126
Project Description: Bridge No. 53C0471 - Washington Boulevard over Rio Hondo River Bridge - Replacing existing 6-lane bridge with 6-lane bridge. Consistent with the HBP listing as of March 23, 2023.

Study:YES Is Model: NO Model #:

PM: Noe Negrete - (562)801-2436
LS: N LS GROUP#:

EA #: PPNO:

Program Code: NCR36 - BRIDGE RESTORATION & REPLC (NO LN ADD) Stop Loc: 0 Air Basin: SCAB Envir Doc: DRAFT ENVIRONMENTAL IMPACT
REPORT - 06/28/2024
Uza: Los Angeles-Long
Beach-Santa Ana
Sub-Area: Sub-Region: Gateway Cities
COG
CTIPS ID:

Lane # Extd: 6 Lane # Prop: 6 Imprv Desc: Replacing existing 6-lane bridge with 6-lane bridge increasing capacity.

Toll Rate: Hov acs eg loc:

0.00 Toll Colc Loc: Toll Method:

System :Local Hwy Route : Postmile: Distance: Phase: Environmental Document/Pre-Design Phase (PAED) Completion Date 12/31/2029 PHASE PRIOR 22/23 23/24 24/25 25/26 26/27 27/28 BEYOND PROG TOTAL CITY - City Funds PE $62 $0 $62
CON
RW
SUBTOTAL $62 $239 $301
$0 $0 $0
$0 $239 $239
$0 $1,841 $0 $1,841
$0 $0 $24,787 $24,787
$483 $4,072 $24,787 $29,342
HBRR-L - Bridge- Local $483 $2,231 $0 $2,714

SUBTOTAL
CON
RW
PE
$527 $0 $527
$0 $0 $0
$0 $3,212 $3,212
SUBTOTAL $527 $3,212 $3,739
CON
RW
MEASURE M MYSP (Multi Year Subregional Program) PE
TOTAL $545 $527 $3,212 $4,311 $24,787
TOTAL PE: $3,303 TOTAL RW: $2,080 TOTAL CON: $27,999
$33,382
TOTAL PROGRAMMED: $33,382
- General Comment: Project no longer has bridge widening. Bridge is replacement only. - Modeling Comment:
- TCM Comment:
- Amendment Comment:
- CMP Comment:
- Narrative:

Last Revised Amendment 23-26 - CTC PENDING Change reason:SCOPE CHANGE Total Project Cost $33,382