Pico Rivera City Council
November 12, 2024

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.

Professional Services Agreement
CASCADIA CONSUL TING GROUP, INC.

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.

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

Dated: (Q/Z7 /2-o 2-3
ATTEST:
"CONSULTANT'
Cascadia Consulting Group, Inc.

Andrea Martin, Principal-in-Charge
Dated: June 13, 2023
APPROVED AS TO FORM:

To: Mayor and City Council
From: City Manager
Meeting Date: November 12, 2024
Subject: AMENDMENT TO CONCESSION AGREEMENT NO. 13-
1407 WITH LEBA, INC. ESTABLISHING A RENT PAYMENT

CREDIT FOR MAJOR IMPROVEMENTS TO THE PICO

RIVERA SPORTS ARENA
Recommendation:

1. Approve Amendment No. 2 to Concession Agreement No. 13-1407 with LEBA, Inc. (the "Concessionaire"), in a form approved by the City Attorney, to establish a rent payment credit for major improvements to the Pico Rivera Sports Arena that are consistent with the venue's operational objectives.

Fiscal Impact:

This recommended action does not impact the General Fund. No appropriations are being requested or required at this time. The Sports Arena Enterprise Fund (Fund 590) is an enterprise fund that realizes income from quarterly lease payments that are payable by LEBA, Inc. according to Concession Agreement No. 13-1407. The rent credit, approved by the City Manager, will be recorded in GL accounts 590.00.0000-488200 (Rentals) and 590.70.7320-54500 (Capital Improvement Project Contracted Services).

Background:

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

DACW09-1-85-4) with the United States Army Corps of Engineers (USACE), then executed subsequent amendments in 1977, 1984, and 2021, where the land is the primary jurisdiction of the United States Department of the Army. The agreement stipulates all regulatory provisions that govern the use of all leased areas and grants legal authority to enforce such regulations to protect public safety and the premises. The City of Pico Rivera has utilized these federal lands to provide parks, open, recreational, and entertainment opportunities such as a municipal golf course, a public park, little league baseball fields, an equestrian sports arena, and other recreational activities.

Sublease and Concession Agreement
9 CITY COUNCIL AGENDA REPORT – NOVEMBER 12, 2024: AMENDMENT TO CONCESSION AGREEMENT NO. 13-1407 WITH LEBA, INC. ESTABLISHING A RENT

PAYMENT CREDIT FOR MAJOR IMPROVEMENTS TO THE PICO RIVERA SPORTS ARENA

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

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

Required Construction and Capital Improvements
Section 8.0 and Section 9.0 of Concession Agreement No. 13-1407 stipulate that the Concessionaire (LEBA, Inc.) shall complete various capital improvements described in Exhibit D – Capital Improvements of the main Agreement. Examples of improvements include upgrades to public restrooms, ADA compliance, irrigation systems, billboard/LED signage, arena seating, free-standing cover, and other improvements.

Discussion:

Due to the Whittier Narrows Dam Safety Modification Project that is led by the Army Corps of Engineers, LEBA, Inc. is unable to proceed with many of the improvements identified in Exhibit D – Capital Improvements. As a result, it is pertinent to identify and agree to major improvements that enhance the overall safety, operations, aesthetics, and appeal of the Sports Arena. Staff recommends amending the current Concession Agreement No. 13-1407 to include the following provisions:

Rent Credit for Major Improvements
• Concessionaire may receive a credit against its annual rent payments for undertaking major improvements, provided that:
• Improvements are directly related to and consistent with the operations of the Pico Rivera Sports Arena.
• Each improvement project is subject to the City Manager's prior written approval. • Approved improvements must be completed according to agreed-upon standards and deadlines.

Approval and Credit Application Process
• Concessionaire shall submit project proposals, including cost estimates, timelines, and design plans, to the City Manager.

CITY COUNCIL AGENDA REPORT – NOVEMBER 12, 2024: AMENDMENT TO CONCESSION AGREEMENT NO. 13-1407 WITH LEBA, INC. ESTABLISHING A RENT

PAYMENT CREDIT FOR MAJOR IMPROVEMENTS TO THE PICO RIVERA SPORTS ARENA

• Upon completion and verification of the approved improvements, Concessionaire may apply for a rent credit equivalent to the approved project costs up to a specified percentage or amount as determined in this amendment.

Scope and Limitations
• Only improvements classified as major, non-recurring upgrades or repairs are eligible.
• Routine maintenance or minor updates are excluded.
• The City reserves the right to audit project expenditures and assess compliance with the scope of approved improvements.

Effect of Amendment
• All other terms and conditions of Concession Agreement No. 13-1407 shall remain unchanged and in full effect.

Conclusion:

Staff recommends that the City Council approve Amendment No. 2 to Concession Agreement No. 13-1407 with LEBA, Inc. establishing a rent credit for major improvements to the Pico Rivera Sports Arena.

Steve Carmona
SC:JH:smc
Enclosures: 1) Amendment No. 2 – Concession Agreement 13-1407 2) Agreement 13-1407 – LEBA, Inc.

AMENDMENT NO. 2
TO THE CONCESSION AGREEMENT NO. 13-1407 WITH LEBA, INC.

THIS AMENDMENT NO. 2 TO CONCESSION AGREEMENT NO. 13-1407 WITH LEBA, INC. (“Amendment No. 2"), 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 LEBA, INC., (“CONCESSIONAIRE”).

RECITALS
A. CITY and CONCESSIONAIRE (collectively referred to as the “PARTIES”) have previously executed that certain Concession Agreement No. 13-1407 for the Operation and Maintenance of the Pico Rivera Sports Arena (“Agreement”) relating to the concessions services at the Pico Rivera Sports Arena in the City of Pico Rivera.

B. The PARTIES desire to amend said Agreement as set forth herein, pursuant to Section 14.1.4 of the Agreement.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. TERM.

Notwithstanding any other provision of this Amendment No. 2, this modification in no way affects, nor should it be construed to affect, the timing of any aspect of the work included in the Agreement.

2. RENT CREDIT FOR MAJOR IMPROVEMENTS
a. Concessionaire may receive a credit against its Annual Concession Payments for undertaking major improvements, up to an amount not to exceed Sixty-Thousand Dollars ($60,000) provided that:
i. Improvements are directly related to and consistent with the operations of the Pico Rivera Sports Arena.
ii. Each improvement project is subject to the City Manager’s prior written approval pursuant to Section 9 of the Agreement. iii. Approved improvements must be completed according to agree-upon standards and deadlines.
iv. Improvements must be performed by a contractor with the appropriate license required by the State Contractor’s
Licensing Board.
v. Any work performed pursuant to this Agreement that is considered a “public work” shall subject to all laws and regulations relating to installation of public works in the Pico Rivera Municipal code and state law, including, but not limited ENCLOSURE 1
9a
AMENDMENT NO. 2 TO CONCESSION AGREEMENT NO. 13-1407
LEBA, INC.

to requirements for bidding, bonds, and the payment of
prevailing wages. All “public works” projects under this Agreement shall require the City’s approval over any contractor solicitation documents and any contract terms between
Concessionaire and any contractors working on any City
approved improvements pursuant to this Agreement.
b. Concessionaire shall submit project proposals, including cost estimates, timelines, and design plans, to the City Manager for approval. c. Upon completion and verification of the approved improvements, Concessionaire may apply for a credit against its Annual Concession Payments equivalent to the approved project costs, up to a specified percentage or amount as determined in this amendment.
d. Only improvements classified as major, non-recurring upgrades or repairs are eligible.
e. Routine maintenance or minor updates are excluded.
f. The reserves the right to audit project expenditures and assess compliance with the scope of approved improvements.

3. EFFECT OF AMENDMENTS.

Except as modified herein, either expressly or by necessary implication, all other terms, provisions, and conditions of Concession Agreement 13-1407 between the CITY and CONCESSIONAIRE shall remain in full force and effect.

4. EFFECTIVE DATE.

Unless otherwise specified herein, this Amendment No. 2 shall become effective as of the date set forth below on which the last of the parties, whether CITY or CONCESSIONAIRE, executes this Amendment No. 2.

AMENDMENT NO. 2 TO CONCESSION AGREEMENT NO. 13-1407
LEBA, INC.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their respective officers hereunto duly authorized. “CITY” “CONCESSIONAIRE”
CITY OF PICO RIVERA LEBA, INC.
______________________________ _________________________________ Andrew C. Lara, Mayor Leonardo Lopez, President
Dated: ________________________ Dated: ____________________________ ______________________________
Steve Carmona, City Manager
Dated: ________________________
ATTEST: APPROVED AS TO FORM
___________________________ _________________________________ Cynthia Ayala, City Clerk Arnold M. Alvarez-Glasman, City Attorney CONCESSION AGREEMENT NO. 13-1407 FOR THE

OPERATION AND MAINTENANCE OF THE

PICO RIVERA SPORTS ARENA
THIS AGREEMENT, made and entered into this 27th day of August 2013, BY AND BETWEEN CITY OF PICO RIVERA, a
Municipal Corporation,
hereinafter referred to as
the "City",
AND
LEBA, INC., a
California Corporation
hereinafter referred to as
"Concessionaire",

RECITALS
WHEREAS, the City of Pico Rivera operates the Pico Rivera Sports Arena (hereinafter referred to as the "Arena"); and
WHEREAS, the City is authorized to contract for such services within the Whittier Narrows Flood Control Basin, pursuant to the provisions of the Department of the Army Lease No. DACW09-1-85-4 granted to the City by the Secretary of the Army, under authority of Section 4 of the Act of Congress approved on December 22, 1944, as amended ("Master Lease"); and
WHEREAS, the City and Concessionaire desire to enter into a concession agreement ("Agreement"), whereby Concessionaire will be granted the right to operate the Arena subject to the terms and conditions contained herein and in with the Master Lease; and WHEREAS, the City, desires to contract with Concessionaire for the purpose of promoting various events in accordance with the specific terms and conditions contained in this Agreement and as consistent with the Master Lease; and
1 ENCLOSURE 2
9b
WHEREAS, Concessionaire is willing to exercise the grant of such a concession in accordance with the terms and conditions prescribed therefore; and WHEREAS, it is in the best interest to both parties to execute this Agreement, a lease effective upon approval of the City Council and the approval of the United States Army Corps of Engineers ("USACE") so that Concessionaire is duly authorized to begin to book events for the summer 2014 event season and beyond; and
WHEREAS, the City and Concessionaire previously entered into a similar concession agreement, dated April 27, 2010 , Agreement No. 07-987 ("Prior Agreement") which superseded the Agreement between the Parties dated May 8, 2007 ; and WHEREAS, the City and Concessionaire by entering into this Agreement do hereby and expressly terminate the Prior Agreement and all terms, conditions and covenants set forth in the Prior Agreement are superseded by this Agreement, and the terms set forth herein shall be controlling notwithstanding any terms set forth in the Prior Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein, the parties hereto and each of them do agree as follows:

1.0 OPERATING AGREEMENT WITH CORPS

1.1 This Agreement is granted subject to all rights and privileges retained by the United States of America, Department of the Army, hereinafter referred to as "United States," pursuant to the provisions and conditions of the Master Lease.

United States Department of Army Recreational Lease, Number DACW09-1-85- 4, between the Secretary of the Army and Pico Rivera, attached hereto as "Exhibit A", incorporated herein by reference. Accordingly, Concessionaire accepts and agrees to be bound by the following conditions thereof:
a. That the primary purpose of the Whittier Narrows Flood Control Basin is the control of flood, and nothing herein expressed or implied shall be construed so as to conflict with that purpose.
2 b. That the concession premises shall be subordinate to the use thereof by the Department of the Army in the operation and maintenance of the Whittier Narrows Flood Control and Basin.
c. That the exercise of the privileges granted herein shall conform to such rules and regulations as may be prescribed by the Secretary of the Army or his or her authorized designee to govern the public use of the Whittier Narrows Recreational Area, and shall be subject to the general supervision of the District Engineer for the Los Angeles District of the Army Corps of Engineers (hereinafter District Engineer").
d. That the United States shall be held harmless from all claims which may arise from or be incident to the exercise of the privileges granted herein. e. That the United States and the City of Pico Rivera shall not be liable for damages to property or injuries to persons which may arise from or be incidental to the exercise of the privileges granted herein or for damages to the property of Concessionaire, or for damages to the property or injuries to the person of Concessionaire and/or the officers, agents, servants or employees or others who may be on the concession premises at their invitation or the invitation of any one of them, arising from or incident to the flooding of said premises by the United States or flooding from any other cause, or arising from or incident to any other governmental activities on the concession premises, and Concessionaire shall hold the United States, and the City of Pico Rivera harmless from any and all such claims.
f. That this Agreement shall be subject to the prior written approval of the District Engineer.
g. That charges for services rendered and for the use of the concession premises shall be reasonable and shall have the prior written approval of the District Engineer or his/her authorized designee.
h. That Concessionaire shall hold the United States and the City of Pico Rivera harmless from any and all claims or rights of action for damages which may or might arise or accrue to Concessionaire and/or the officers, agents, servants, employees or others who may be on the concession premises at their invitation or the invitation of any one of them, by reason of injuries to the property, or the person of any of them resulting from the entry upon or the use of the concession premises, by the United States, the City of Pico Rivera or any one of them at anytime, for any purpose necessary or convenient in connection with river and flood control work, or for the removal of timber required or necessary for such work, or by reason of the flooding of the concession premises, or any part thereof, when in the judgment of any of them such flooding is necessary in connection with flood control work. i. That no human habitation shall be permitted on the premises. This shall not be construed to prohibit the concessionaire from providing properly designed and approved guard stations for night watchmen or patrolmen. Any such night watchmen or patrolmen, and any structures or trailers located on the premises for the use of such persons shall be subject to the prior written approval thereof by the District Engineer.
j. That the United States, its officers, agents and employees may enter upon the concession premises at any time for any purpose necessary or convenient in connection with river and flood control work, and to remove therefrom timber or other material required or necessary for such work, to flood said premises when necessary, and/or to make any other use thereof as may be necessary in connection with flood control work, and Concessionaire shall have no claim for damages of any character on account thereof against the United States or any agent, officer, or employee thereof.
k. That the United States may construct, or permit the construction of, facilities for military requirements and for communications, electrical distribution or transmission, water supply, flood channels, sewage disposal and similar purposes on the concession premises, and Concessionaire shall have no claim for compensation for damage of any character on account thereof.

1. That this Agreement may be revoked by the District Engineer, Secretary of the Army in the event the City and/or Concessionaire violates any of the terms and conditions of this Agreement and persists therein for a period of thirty 30) days after notice thereof in writing by the District Engineer. Upon any such revocation, Concessionaire shall vacate the concession premises, remove all property therefrom and restore said premises to a condition satisfactory to the District Engineer within such time as the District Engineer, may designate. In the event of failure or neglect to remove property and/or restore the premises, then, at the option of the District Engineer, said property shall either become the property of the United States without compensation therefore, or the District Engineer, may cause it to be removed and the premises to be so restored at the expense of Concessionaire, and no claim for damages against the United States or its officers or agents shall be created by or made on account of such removal and restoration work.

2.0 DEFINITIONS

2.1 The headings herein contained are for convenience and reference only and are not intended to define or limit the scope of any provision thereof.

2.2 The following words as used herein shall be construed to have the following meaning, unless otherwise apparent from the context in which they are used:

2.2.1 Beverage: Any liquid prepared by flavoring, heating and/or mixing in advance of consumption thereof, including beer and wine only; as defined in the State Alcoholic Beverage Control Act.

2.2.2 Concession: The privilege of engaging in the commercial activities authorized herein on the public property designated therefore.

2.2.3 City Manager: The City Manager of the City of Pico Rivera or an authorized designee or representative thereof.

2.2.4 District Engineer: The District Engineer of the United States Army Corps of Engineers, Los Angeles District, his/her authorized representative, or his/her successor in interest.

2.2.5 [This section intentionally left blank.]

2.2.6 Pico Rivera Sports Arena: The arena grounds and improvements thereon, the rodeo facilities and equipment, including but not limited to restaurant equipment if any, tractors, trucks, maintenance vehicles, the adjacent unpaved parking area, paved parking area, all improvements contained 5 thereon as identified in Exhibit B, attached hereto and incorporated herein by reference.

2.2.7 Approved Event: An event where the expected attendance exceeds four thousand (4,000) persons. Any such event shall require approval of the City before proceeding.

2.2.7 State: The State of California.

2.2.8 Sublease: Any lease, license, permit, concession or other interest in the premises that is granted by Concessionaire to a third party.

2.2.9 Use Granted: The privilege of engaging in the commercial activities authorized herein on the public property designated therefore

3. CONCESSION GRANTED

3.1 Concessionaire is hereby authorized to organize and conduct events and Approved Events at the Arena and including the authority to sublease the premises to third parties to conduct such events; to sell food, beverages, confectionaries, event-related souvenirs or merchandise and similar merchandise at events organized by Concessionaire or its subleases, provided that sale of such items are authorized under applicable state and local law; to charge admission for such events; and to charge for parking on such premises. The Concessionaire shall provide concession services as set forth in Exhibit C, attached hereto and incorporated herein by reference.

3.2 The concession is granted subject to the rights reserved by the United States, its officers, agents and employees in the master lease, to enter the concession premises at any time and for any purpose necessary or convenient in connection with river, harbor and flood control work, and to remove timber or other material required for such work; to flood the concession premises when necessary, and/or to make any other use of the land as may be necessary in connection with flood control, and Concessionaire shall have no claim for damages of any character on account thereof against the United States or any agent, officer or employee thereof; to make inspections concerning the operation and maintenance of the concession granted; to prohibit any permanent type of recreation building or 6 accessory facilities on the concession premises below twenty-five year (25) flood frequency elevations, as determined by the Government, and limit any such improvement to open type structures between twenty-five (25) and fifty (50) year flood frequency elevations, as determined by the Government.

3.3 The events and sales provided by Concessionaire shall be exclusive within the confines of the concession premises as shown in Exhibit B.

3.4 Concessionaire understands and agrees that this Agreement is by license and not lease; confers only permission to occupy and use the concession premises described for prescribed purposes in accordance with the terms and conditions hereinafter specified in this Agreement without granting or reserving to Concessionaire any interest or estate therein, except as otherwise expressly stated in this Agreement; the expenditure of capital and/or labor in the course of use and occupancy thereunder shall not confer any interest or estate in the premises by virtue of said use, occupancy and/or expenditure of money thereon; and it is the intention of the parties to limit the right of use granted herein to a personal, revocable and unassignable privilege of use in the premises for the concession granted herein.

4.0 CONCESSION PREMISES

4.1 The concession shall be conducted within the Pico Rivera Sports Arena, as shown in Exhibit B.

4.2 The concession premises shall be used only and exclusively for purposes authorized in Exhibit C, and such other purposes as are related thereto provided express written approval therefore is granted by the City Manager, and for no other purposes whatsoever.

4.3 Concessionaire acknowledges personal inspection of the concession premises and the surrounding area and evaluation of the extent to which the physical condition thereof will affect its operations. Concessionaire accepts the concession premises in their present physical condition, and agrees to make no demands upon City for any improvements or alterations thereof
7 4.4 Any improvements, additions, alterations, or changes to the concession premises shall be subject to: prior approval by the District Engineer and the City Manager; securing of applicable permits by Concessionaire; and compliance with such terms and conditions as may be imposed by the District Engineer and the City Manager. All construction shall be at Concessionaire's expense.

4.5 Concessionaire hereby acknowledges the title of the United States of America, City, and/or any other public agencies having jurisdiction thereover, in and to the premises and the improvements located thereon, and covenants and agrees never to assail, contest or resist said title.

4.6 Ownership of all structures, buildings or improvements constructed by Concessionaire upon the concession premises and all alterations, additions or betterment's thereto, shall become the property of the City without compensation being paid therefore, subject to the rights granted to the Concessionaire hereinabove. Upon termination thereof, whether by expiration of the term, cancellation, forfeiture or otherwise, the City Manager or the District Engineer may require the Concessionaire to remove said structures, buildings and/or improvements constructed by Concessionaire after the effective date of this Agreement, upon written notice thirty (30) days prior to the date of termination of this Agreement. Should Concessionaire fail to remove said structures, buildings and improvements constructed by Concessionaire, the same may be sold, removed or demolished, and Concessionaire shall reimburse City for any cost or expense in connection therewith in excess of any consideration received by City as a result of said sale, removal or demolition.

5.0 TERM OF AGREEMENT

5.1 The term of the Concession shall be for a period of of twenty (20) years commencing on July 1, 2014, and terminating on June 30, 2034.

6.0 CONSIDERATION
8 6.1 Concessionaire shall pay City for the concession and the use granted herein the sum of Two Hundred Forty Thousand and 00/100 Dollars ($240,000.00) paid annually ("Annual Concession Payment"), paid in four (4) installments of Sixty Thousand and00/100 ($60,000.00) Dollars on January 1, April 1, July 1 and October 1 of each year throughout the term of the Agreement, subject to the annual adjustments described in the paragraph 6.3, below. The first installment shall be paid no later than ten (10) days after the date this Agreement is approved.

In the event any installment is not paid within ten (10) days from the date the installment is due, in addition to the amount due, the Concessionaire shall pay a penalty assessment of ten percent (10%) of the amount then due. In the event that any penalty assessment due from Concessionaire is not paid within thirty (30) days from the ten (10) days when the penalty assessment installment is due, Concessionaire shall, in addition to the penalty assessment then due, shall be assessed interest on all amounts then owing at a rate of one percent (1%) per month for each month the penalty assessment remains unpaid. Said interest payment shall be in addition to any Annual Concession Payment or penalty assessment then due and owing.

6.2 Each installment payment shall be due as set forth in Section 6.1 and shall be by check or draft and made payable to the City of Pico Rivera.

Payment shall be mailed or otherwise delivered to:

City Manager
City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, CA 90660

6.3 Consumer Price Index (CPI) annual Increase. On January 1 of each year of the term of the Agreement, the Annual Concession Payment shall be adjusted based upon the change in the Consumer Price Index (CPI) for the previous 12-month period for All Urban Consumers in the Los Angeles-Anaheim-Riverside area, non-housing, or an equivalent index approved by the City in the event that the CPI as described here no longer is published. In no event shall an adjustment to 9 the Annual Concession Payment exceed five percent (5%) of the amount paid the previous year.

7.0 ACCOUNTING RECORDS
All sales shall be recorded by means of cash registers which publicly display the amount of each sale and automatically issue a customer's receipt or certify the amount recorded on a sales slip. Said cash registers shall in all cases have locked-in sales totals and transaction counters which are constantly accumulating and which cannot, in either case, be reset. In addition, such cash registers must have a tape located within the register upon which transaction numbers and sales details are imprinted. Beginning and ending cash register readings shall be made a matter of daily record. In the event of a technical or electrical failure of the cash registers, Concessionaire shall record by hand all collections, and issue a sequentially pre-numbered customer's receipt in like manner. The City reserves the right to annually review and audit, if necessary, Concessionaire's accounting records.

8.0 REQUIRED CONSTRUCTION AND CAPITAL IMPROVEMENTS

8.1 Concessionaire shall complete the capital improvements, as further described in Exhibit D, attached hereto and incorporated herein by reference, on or before the dates as set forth in Exhibit D, subject to unavoidable delays and the review and approval of the City and the District Engineer.

8.2 Any construction or refurbishment undertaken by the Concessionaire pursuant to Section 8, Required Construction, shall be subject to the requirements and procedures of Section 9, Improvements.

9.0 IMPROVEMENTS

9.1 Approvals: Any proposed improvement undertaken by the Concessionaire, shall have the prior written approval of the District Engineer and the City Manager.

Notice of a proposed improvement project shall be provided to the City Manager in writing and shall include sufficient detail regarding proposed scope of the 10 project. The City Manager will then forward a copy of said notice to the District Engineer. Written approval, or the estimated time required to provide such approval, shall be provided to the Concessionaire within thirty (30) days of receipt of all necessary documents.

9.2 Additional Provisions: If this Agreement is extended City may impose additional obligations on the Concessionaire with respect to particular capital improvement projects performed hereunder and such additional requirements may be set forth in a separate writing signed by the Concessionaire and the City Manager on behalf of the City.

10.0 SECURITY DEPOSIT AND PRORATIONS

10.1 Pursuant to the terms of the Prior Agreement, Concessionaire paid to the City the sum of twenty-thousand dollars ($20,000.00). This deposit shall be applied to the terms of this Agreement for performance of the terms of this Agreement as set forth herein. Concessionaire shall not receive any interest from the deposited funds and the City shall be entitled to deposit such funds for the purposes set forth herein.

10.2 Said deposit shall serve as security for faithful performance of all covenants, promises and conditions assumed herein by Concessionaire, and may be applied in satisfaction and/or mitigation of damages arising from a breach thereof, including, but not limited to, delinquent payments or damage caused to the premises during an authorized event. Application of amounts on deposit in satisfaction and/or mitigation of damages shall be without prejudice to the exercise of any other rights provided herein or by law to remedy a breach of this Agreement.

10.3 In the event any or all of said amount is applied in satisfaction and/or mitigation of damages, or failure to perform, Concessionaire shall within five (5) days deposit such sums as are necessary to restore the Security Deposit to the full amount required hereunder.
11 10.4 Said Deposit shall be returned to Concessionaire upon termination of this Agreement less any amounts that may be withheld therefrom by City as heretofore provided.

11.0 DESTRUCTION OF THE CONCESSION PREMISES AND/OR PICO RIVERA

SPORTS ARENA

11.1 In the event the concession premises shall be totally or partially destroyed by a risk covered by the insurance coverage required herein, Concessionaire shall either restore the premises or terminate this Agreement. If the destruction is from a risk for which coverage is not required or provided under said policy of insurance, City shall either restore the premises or terminate this Agreement. City shall make the loss adjustment with the insurance company insuring the loss and receive payment of the proceeds of insurance. Said insurance proceeds, if any, shall be held for the benefit of Concessionaire only in the event of an election by Concessionaire to restore the premises and shall be disbursed in installments as construction progresses for payment of the costs of restoration upon satisfactory performance of the work required, as evidenced by certification of completion by the City Manager and release of mechanic's liens by all persons furnishing labor and materials thereon. If the proceeds of insurance are insufficient to pay the actual costs of restoration, Concessionaire shall deposit the amount of the deficiency with the City upon demand therefore by the City Manager, and said sums shall be held for payment of said costs and disbursed in the manner heretofore provided. Any undistributed funds shall be retained by City and credited to the rental reserved over the remaining term of this Agreement. In the event Concessionaire elects to restore the concession premises, plans, specifications, and construction cost estimates for the restoration thereof shall be prepared by Concessionaire and forwarded to City Manager for approval prior to the performance of any work thereon. Said documents shall be prepared and submitted in a timely manner following adjustments of the loss and receipt of the proceeds of insurance by City. The required construction shall be performed by licensed and bondable Contractor(s), as selected by the Concessionaire, subject to 12 the reasonable approval by the City, thereof who shall be required to carry comprehensive liability and property damage insurance, workers' compensation insurance, and standard fire, and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction, in amounts equal to the insurance limits required herein, or as otherwise determined by the City. Said construction shall be commenced promptly following the approval thereof by the City Manager, issuance of permits therefore by governmental agencies having jurisdiction thereover, and posting of the construction site by City with notice of non-responsibility, and shall be diligently prosecuted to completion. All work shall be performed in accordance with the approved plans and specifications, unless changes therein are approved in advance thereof by City Manager. Concessionaire agrees that City may have on the site at any time during the construction period an inspector who shall have the right of access to the concession premises and the work occurring thereon.

Concessionaire, at the commencement of the construction work, shall notify City Manager in writing of the identity, place of business, and telephone number of responsible person(s) in charge of the construction to be occurring thereon. All construction shall be performed in a good and workmanlike manner. Upon completion of the restoration, Concessionaire shall immediately record a notice of completion with the Registrar-Recorder.

11.2 If the premises are restored, this Agreement shall continue in full force and effect, except that the payment to be made by Concessionaire shall be abated and/or other relief afforded to the extent that the City Manager may determine the damage and/or restoration interferes with the concession operation provided a claim therefore is filed with the City Manager within one hundred (100) days of notice of election to restore the premises. Any such claim shall be denied if the destruction of the concession premises is found by the City Manager to have been caused by the fault or neglect of Concessionaire. Concessionaire agrees to cooperate in the determination of the abatement and/or other relief to be provided by furnishing all information requested relative to the concession operation, and 13 permitting examination and audit of all accounting records kept in connection with the conduct thereof.

11.3 Concessionaire shall cooperate in the restoration of the concession premises by vacating and removing therefrom all items of inventory, trade fixtures, equipment and furnishings for such periods as are required for the restoration thereof.

11.4 The aforesaid provisions for abatement and/or other relief shall also be applicable to a total or partial destruction of Pico Rivera Sports Arena by the aforementioned causes.

11.5 Concessionaire agrees to accept the remedy heretofore provided in the event of a destruction of the concession premises and/or Pico Rivera Sports Arena and hereby waives any and all additional rights and remedies for relief or compensation that are presently available or may hereafter be made available under the laws and statutes of this State.

12.0 CONSTRUCTION BY CITY AFFECTING CONCESSION PREMISES AND/OR

PICO RIVERA SPORTS ARENA

12.1 Nothing in this Agreement shall restrict or prohibit the City from constructing improvements to Sports Arena facilities or to the area more commonly known as the "Camp Grounds." However, in the event City shall construct or cause to be constructed a new facility for the concession, or remodel, redesign or substantially improve the current facility or the Camp Grounds which prohibits the Concessionaire from conducting the operations contemplated by this Agreement, this Agreement shall continue in full force and effect, except that the payments to be made by Concessionaire shall be abated and/or other relief afforded to the extent that the City Manager may determine the construction interferes with the authorized operations, provided a claim therefore is filed with the City Manager within one hundred (100) days of commencement of construction. Any period of time for which the Concessionaire does not have use of the Concession Premises for the purpose of conducting the operations contemplated by this Agreement shall result in an adjustment of the term of this Agreement in corresponding 14 extension of time equal to the period of time the Concessionaire has lost the use of the Concession Premises.

12.2 Concessionaire agrees to cooperate with City in the event the construction affects the concession premises by vacating and removing therefrom all items of inventory, trade fixtures, equipment and furnishings for such periods as are required by the construction of the new facilities. Concessionaire further agrees to cooperate in the determination of the abatement and/or other relief to be provided by furnishing all information requested relative to the operation and permitting examination and audit of all accounting records kept in connection with the conduct thereof.

12.3 Following completion of the new facility, Concessionaire shall resume its operations therefrom within thirty (30) days of written notice from the City Manager that the concession premises are tenantable.

12.4 The aforementioned provisions of this section shall also be applicable in the event of performance of work at the Pico Rivera Sports Arena that requires a partial or total closure thereof.

12.5 Concessionaire agrees to accept the remedy heretofore provided in the event of construction upon the concession premises and/or the Pico Rivera Sports Arena, and hereby waives any and all additional rights and remedies for relief or compensation that are presently available or may be made available hereafter under the laws and statutes of this State.

13.0 OPERATING RESPONSIBILITIES

13.1 Advertising and Promotional Materials
Concessionaire shall be responsible for all publicity and advertising of events at the Arena, and shall provide notice of publicity and advertising to the City Manager at least five (5) days prior to the event. Such materials include, but are not limited to, advertising in newspapers, magazines and trade journals, and radio and/or television commercials. This section shall not apply to the newly constructed billboard/LED sign as defined and set forth in Exhibit D — Capital Improvements. Advertisements, promotional materials and usage of the 15 billboard/LED sign shall be set forth and defined in a "Billboard Installation and Implementation Agreement" to be drafted and entered into by the Parties to this Agreement.

13.2 Compliance with Laws, Rules and Regulations
Concessionaire shall conform to and abide by all City and County ordinances, rules and regulations, and all State and Federal laws and regulations, insofar as the same or any of them are applicable; and where permits and/or licenses are required for the concession, any related activity, and/or construction authorized herein, the same must be first obtained from the regulatory agency having jurisdiction thereover. Further, Concessionaire shall conform to and abide by all rules and regulations and policies that may hereinafter be specified by the City Manager.

13.3 Concessionaire's Staff and Employment Practices

13.3.1 Concessionaire shall maintain adequate and proper staffing for its operations at all times. All employees of Concessionaire are the sole responsibility of Concessionaire and not employees or agents of the City.

13.3.2 Concessionaire shall provide such personnel as may be required to render food and beverage service and/or services in relation to the conduct of the authorized events. Personnel shall maintain conduct to the satisfaction of the City Manager, as to their personal conduct, honesty, courtesy, health, personal appearance and willingness to cooperate with the employees of the City.

13.3.3 Concessionaire shall ensure that employees and personnel wear clean uniforms, approved by the City Manager, with a badge or patch indicating his/her name and employer.

13.3.4 Concessionaire shall designate one of its officers to serve as Manager with whom City may deal with on a daily basis, and submit in writing, the name and contact information of the designated Manger to the City Manager. The Manager shall devote his time and attention to the operation authorized herein, towards promoting, increasing and developing the business and renders such services and convenience to the public as are 16 required. The Operations Manager shall be fully acquainted with the concession operation, familiar with the terms and the conditions prescribed therefore by this Agreement, and authorized to act in the dayto-day operation thereof The Manager or his/her designee shall personally attend all Arena events which are subject to this Agreement and be present from one-hour prior to the start of the event until one-hour after completion of the event. Concessionaire shall notify the City immediately of the appointment of a new manager.

13.3.5 The City Manager shall have the right to observe and inspect employees at any time. The City Manager may at any time give Concessionaire written notice to the effect that the conduct or action of a designated employee of Concessionaire is, in the reasonable belief of the City Manager, unsatisfactory or detrimental to the interest of the public patronizing the concession premises. Concessionaire shall, as directed by the City Manager, correct the cause of such dissatisfaction or remove the employee, from the premises within a reasonable time after such written notice is received.

13.3.6 Concessionaire shall not knowingly permit the use or possession of narcotics or illegal substances on the premises by any employee and shall promptly discharge any employee found to be in possession of or under the influence of narcotics.

13.3.7 Concessionaire warrants that it fully complies with all laws regarding employment of aliens and others, and that all its employees performing services hereunder meet the citizenship or alien status requirements contained in federal and state statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986 (P.L. 99- 603). Concessionaire shall obtain, from all covered employees performing services hereunder, all verification and other documentation of employment eligibility status required by federal statutes and regulations as they currently exist and as they may be hereafter amended.

Concessionaire shall retain such documentation for all covered employees 17 for the period prescribed by law. Concessionaire shall indemnify, defend, and hold harmless, the City, its agents, officers and employees from employer sanctions and any other liability which may be assessed against Concessionaire or City or both in connection with any alleged violation of federal statutes or regulation pertaining to the eligibility for employment of persons performing services under this Agreement.

13.3.8 Concessionaire shall file with the City Manager, a certificate for each member of the food and beverage staff showing that within the last two (2) years, such person has been examined and has been found to be free of communicable tuberculosis. "Certificate" means a document signed by the examining physician and surgeon who is licensed under Chapter 5 (commencing with Section 2000), Division 2 of the California Business and Professions Code, or a notice from a public health agency or unit of the Tuberculosis Association that indicates freedom from active tuberculosis.

13.4 Hours of Operation
Concessionaire shall determine the starting and ending time of events under this agreement and shall advise the City Manager of the hours of such events at least ten (10) days prior to such event.

13.5 [This Section Intentionally Left Blank.1.

13.6 Disorderly Persons
Concessionaire agrees to exercise every reasonable effort to not allow any loud, boisterous or disorderly persons about the concession premises. City reserves the right to remove or cause to be removed from the premises any objectionable person or persons. The City, its officers, agents and employees, shall not be liable to Concessionaire for any damages that may be sustained by Concessionaire through exercise by the City of its right to remove.

13.7 Easements
City reserves the right to establish, grant or utilize easements or rights of way over, under, along and across the concession premises for utilities and/or public access provided that City shall exercise such rights in a manner as will avoid any 18 substantial interference with the operations to be conducted hereunder and shall be subject to the prior written approval of the District Engineer.

13.8 Habitation
No human habitation shall be permitted on the premises. This shall not be constructed to prohibit the Concessionaire from providing properly designed and approved guard stations for night watchmen or patrolmen approved by the City Manager.

13.9 Illegal Activities
Concessionaire shall not knowingly permit any illegal activities to be conducted upon the concession premises.

13.10 Maintenance

13.10.1 Concessionaire shall be responsible for cleaning and maintaining the premises in good and substantial repair and condition and in full compliance with the standards set forth in Attachment E, attached hereto and incorporated herein by reference.

13.10.2 In the event Concessionaire fails to comply with the maintenance standards, set forth in Exhibit E, attached hereto and incorporated herein by reference, Concessionaire shall have ten days (10) upon receipt of notice of same, to commence corrective work and diligently pursue same to completion. The City retains the right to use funds in the Security Deposit, as set forth in Section 10, for Concessionaire's failure to undertake corrective work and diligently pursue the same.

13.10.3 Either party may cure the default of the other party hereto with respect to the maintenance obligations assumed herein, and upon performance thereof shall acquire a right of reimbursement therefrom for the actual costs of same, including, but not limited to, the cost of labor, materials and equipment furnished in the correction thereof, provided there is prior mutual agreement between City Manager and Concessionaire upon the nature and scope of the work to be performed and the costs to be incurred thereby.

13.11 Merchandise
19 Concessionaire may provide an inventory of concession merchandise required to meet the needs of the public therefore. All food and beverages sold or kept for sale by Concessionaire shall be first-class in quality, wholesome and pure, and shall conform to the Federal, State and County food laws, ordinances and regulations in all respects. Concessionaire shall have the exclusive right to select all foods and beverages, including types and brands, to be sold; except that all beverages, including alcoholic beverages shall be dispensed in soft containers. No adulterated, misbranded or impure articles shall be sold or kept for sale by Concessionaire, and all merchandise kept on hand by Concessionaire shall be stored and handled with due regard for sanitation. In the event that the City Manager determines that any merchandise, and/or food products are below first class, the City Manager shall have the right to order the improvement of the quality of any such items kept or offered for sale.

13.11.1 Advertising of any alcoholic beverages outside of any buildings is not permitted.

13.11.2 Carry out package sales of hard liquor is prohibited.

13.12 Prices

13.12.1 Concessionaire shall at all times maintain a complete list or schedule of the prices collected for all food and beverages sold to the public on or from the concession premises. Prior to the commencement of the Agreement, Concessionaire shall submit to the City Manager for review and approval a complete list of items it proposes to sell and the prices it proposes to charge for said food and beverages. Approval or rejection of said prices shall be made in writing to the Concessionaire within five (5) days of receipt of said price list. All price increase requests shall be submitted in writing to the City Manager for approval. Prior written approval shall be received from the City Manager before price increases are enacted. Said prices shall be fair and reasonable and shall not exceed comparable prices charged by restaurants and other similar establishments in the City where food and beverages are sold. In the event the City Manager notifies 20 Concessionaire that prices being charged are not fair and reasonable, Concessionaire shall have the right to confer with the City Manager and justify said prices. Following reasonable conference and consultation thereon, Concessionaire shall make such price adjustments as may be ordered by the City Manager.

13.12.2 Concessionaire shall provide the City Manager with lists of prices, including souvenirs and merchandise and tickets prices to be charged at each event. Concessionaire shall also provide the City Manager with notice of any price changes at least fourteen (14) days prior to each event. Prices may be subject to the prior written approval of the City and/or Army Corps of Engineers.

13.13 Quality of Goods and Services Service to the public, with goods, services, and merchandise of the best quality and at reasonable charges, is of prime concern to City and is considered a part of the consideration for this Agreement. Therefore, Concessionaire agrees to operate and conduct its concession operation in a firstclass manner, and comparable to other first-class facilities providing similar activities, programs and services. Concessionaire shall furnish and dispense foods, beverages, and merchandise of the best quality and shall maintain a high standard of service at least equal to that of similar events and programs conducted on City property and/or adjacent communities and to those prevailing in such areas for similar products and services, and without discrimination. Concessionaire, following receipt of written notification therefore, shall immediately withdraw or remove from sale any goods or services which may be found objectionable to the City Manager based on findings that the provision of such goods or services are harmful to the public welfare.

13.14 Safety Concessionaire shall immediately correct any unsafe condition of the concession premises, as well as any unsafe practices occurring thereon.

Concessionaire shall obtain emergency medical care for any member of the public who is in need thereof, because of illness or injury occurring on the concession premises. Concessionaire shall cooperate fully with City in the investigation of any accidental injury or death occurring on the concession premises, including a 21 prompt report thereof to the City Manager. Concessionaire shall cooperate and comply fully with City, State, municipal, federal or any other regulatory agency having jurisdiction thereover, regarding any safety inspections and certifications of any and all Concessionaire's structures, enclosures, vehicles, booths, equipment and rides.

13.15 Sanitation. No offensive matter or refuse, or substance constituting an unnecessary, unreasonable or unlawful fire hazard, or material detrimental to the public health, shall be permitted or remain on the Concession Premises.

Concessionaire shall within twenty-four (24) hours of the completion of an Arena event or event on the premises, event have all trash removed from the premises.

13.16 Security. Concessionaire shall, at their own cost and expense, provide the necessary security for all events on the premises. The Concessionaire shall seek approval from the City of the security services employed prior to entering into a contract with security services. The level of security shall be determined by the City.

13.17 Signs. Concessionaire shall not post signs upon premises or improvements thereon, nor make any alteration to signs on the premises unless prior approval thereof is obtained from the City Manager. Signs shall also be subject to review and control by the District Engineer in accordance with the Master Lease.

13.18 Equipment and Furnishings. Concessionaire shall provide and install, at his/her own expense, all appliances, furniture, furnishings, fixtures and equipment that are required for operation of the subject concession. During the last thirty (30) days preceding the termination of this Agreement, Concessionaire shall remove same from the premises, other than for those items of personality which have been furnished by City or so permanently affixed that their removal therefrom cannot be accomplished without damage to the realty. Should Concessionaire fail to so remove said appliances, furniture, fixtures, equipment, door locks and padlocks within said thirty (30) day period or in the event of default, Concessionaire shall lose all right, title and interest in and thereto, and City may elect to keep same upon the premises or to sell, remove or demolish same. Concessionaire shall reimburse City for any and all costs, as determined by the City Manager, incurred 22 in excess of any consideration received from the sale, removal or demolition thereof. The quality of all equipment and furnishings is subject to prior written approval of the City Manager.

13.19 Utilities. Concessionaire shall install and pay for all necessary utilities including gas, electric, water, telephone, and sewer.

13.19.1 The Concessionaire shall pay monthly water charges billed to the City by San Gabriel Valley Water Company ("SGVWC") for the premises in the amount equal to their pro rata share of water usage for the area of the Arena under their use and control and subject to the terms of this Agreement. The City shall calculate the Concessionaire's share and shall send a monthly invoice and billing statement from SGVWC for said premises to Concessionaire, who shall remit the total amount due to City within twenty (20) days of receiving The City shall send a monthly invoice and billing statement from SGVWC for said premises to Concessionaire, who shall remit the total amount due to City within twenty (20) days of receiving the invoice. The Concessionaire shall not be responsible for water supplied to the property used by USACE or for campground use.

13.19.2 The Concessionaire shall pay all electrical charges billed to City by Southern California Edison Company ("SCEC") for the premises.

14.0 TERMS AND CONDITIONS

14.1 AGREEMENT ENFORCEMENT AND AMENDMENTS TO THE

AGREEMENT

14.1.1 The City Manager shall be responsible for the enforcement of this Agreement on behalf of City and shall be assisted therein by those officers and employees of City having duties in connection with the administration thereof The City Manager shall have the discretion to implement, enforce, interpret, waive or suspend any and all terms of this Agreement on behalf of the City, consistent with the purpose and intent of the provisions of this Agreement. 23 a) Nothing in this Agreement shall be construed so as to allow the City Manager to terminate this Agreement, an option period or Concessionaire's exclusive negotiating rights, without first obtaining a vote approving such termination by a majority of the City Council.
b) All discretionary actions taken by the City Manager pursuant to this Agreement shall be subject to Concessionaire's right to appeal such decisions to the City Council and to a court of appropriate jurisdiction.
c) All discretionary actions taken by the City Manager under the terms of this Agreement shall reasonably be taken or withheld.

14.1.2 Any officers and/or authorized employees of City may enter upon the concession premises at any and all reasonable times for the purpose of determining whether or not Concessionaire is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of City within the concession premises.

14.1.3 In the event either party commences legal proceedings for the enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable court costs and attorney's fees incurred in the action brought thereon.

14.1.4 This document may be modified only by further written agreement between the parties with written concurrence from the District Engineer. Any such modification shall not be effective unless and until executed by Concessionaire and in the case of City, until approved by City Council of the City of Pico Rivera and executed by the Mayor and City Manager thereof and the District Engineer.

14.1.5 In addition to the terms of enforcement set forth in this Agreement, a City Sports Arena Ad Hoc Committee shall be established consisting of two (2) members of the City Council as selected by the City Council, along with the City Manager or his/her designee. The Ad 24 Hoc Committee shall meet quarterly throughout the term of this Agreement and shall be responsible to oversee, monitor and make recommendations over the implementation, enforcement and compliance of the terms of this Agreement.

14.2 CANCELLATION

14.2.1 Upon the occurrence of any one or more of the "Events of Default" hereinafter described in Subsection 14.6 or anywhere else in this Agreement, this Agreement shall be subject to cancellation if Concessionaire fails to cure within a reasonable period as provided herein.

As a condition precedent thereto, the City Manager shall first give Concessionaire by registered or certified mail notice of the details of such violation, nonperformance or noncompliance constituting an event of default, and shall grant Concessionaire a period of thirty (30) days or longer period as shall be deemed to be in the best interest of the City to correct such default.

14.2.2 In the event Concessionaire fails to comply within the specified period, City shall have the right to cancel this Agreement and take possession of the concession premises, including all improvements, equipment, and inventory located thereon, and use same for the purpose of satisfying and/or mitigating all damages arising from a breach of this Agreement.

The forgoing notwithstanding, Concessionaire and City shall cooperate to avoid forfeiture of any sublicense agreements for Permitted Events.

14.2.3 Action by City to effectuate a cancellation and forfeiture of possession shall be without prejudice to the exercise of any other rights provided herein or by law to remedy a breach of this Agreement.

14.2.4 Concessionaire also agrees that the cost of personnel and equipment supplied by City pursuant to this Agreement, to remedy a failure to cure Concessionaire's default, shall be paid to the City by Concessionaire within thirty (30) days following receipt of an invoice from City documenting such costs, or in the alternative such costs may be deducted from said deposit.
25 14.2.5 In the event that, following service of the Notice of Cancellation of this Agreement under the provisions of this clause, it is determined for any reason that the Concessionaire was not in default under the provisions of this clause, that the default was excusable under provisions of this clause, or Concessionaire has, to the satisfaction of the City Manager, cured any default, the City Manager shall issue, within five (5) business days, a rescission of the Notice of Cancellation, and the rights and obligations of the parties shall be the same as if the Notice of Cancellation had not been issued.

14.2.6 Nothing contained in this Agreement shall be construed as a limitation on Concessionaires legal rights and remedies following wrongful termination or interruption of the rights afforded Concessionaire under this Agreement, whether such disruption is caused by intentional or negligent acts of the City or its agents and representative.

14.3 COMPLIANCE WITH CIVIL RIGHTS LAW
The Concessionaire hereby assures that it will comply with Subchapter VII of the Civil Rights Act of 1964, 42 USC Sections 2000 (e) (1) through 2000 (e) (17), to the end that no person shall, on the grounds of race, creed, color, sex, gender, religion, ancestry, age, condition of physical disability, marital status, sexual orientation, political affiliation, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Contract or under any project, program, or activity supported by this Contract. The Concessionaire shall comply with Exhibit F, Concessionaire's EEO Certification, attached hereto and incorporated herein by reference.

14.4 CONFLICT OF INTEREST

14.4.1 No City employee whose position with the City enables such employee to influence the award of this Agreement or any competing Agreement, and no spouse or economic dependent of such employee, shall be employed in any capacity by the Concessionaire or have any other direct or indirect financial interest in this Agreement. No officer or employee of the Concessionaire who may financially benefit from the performance of work 26 hereunder shall in any way participate in the City's approval, or ongoing evaluation, of such work, or in any way attempt to unlawfully influence the City's approval or ongoing evaluation of such work.

14.4.2 The Concessionaire shall comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Concessionaire warrants that it is not now aware of any facts that create a conflict of interest. If the Concessionaire hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it shall immediately make full written disclosure of such facts to the City. Full written disclosure shall include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances.

14.5 CONCESSIONAIRE'S NON-COMPLIANCE

14.5.1 In the event the City Manager determines that there are deficiencies in Concessionaire's operations authorized and required herein, the City Manager will provide, as specified in Subsection 14.6 of this Agreement, Events of Default, a written notice to the Concessionaire to correct said deficiencies within specified time frames.

14.5.2 In the event that Concessionaire fails to correct the deficiencies within the prescribed time frames the City Manager may, at his option: (1) use the Security Deposit as provided for herein, and/or (2) exercise its rights under the Subsection 14.16 (Right of Entry) and/or (3) assess liquidated damages. The parties agree that it would be impracticable or extremely difficult to fix the extent of actual damages resulting from the failure of the Concessionaire to comply with the obligations for concession operations herein authorized and required. The parties hereby agree that under the current circumstances a reasonable estimate of such damage is $2,500 per day for each day of the period of time that the deficiencies exist, and that Concessionaire shall be liable to City for liquidated damages in said amount.
27 14.6 EVENTS OF DEFAULT

14.6.1 The failure of Concessionaire to punctually pay or make the payments required herein when due within twenty (20) days following written notice for payment thereof from the City Finance Director or City Manager.

14.6.2 The abandonment, vacation or discontinuance of its operations on the premises or any event at which Concessionaire is required to perform.

14.6.3 The failure of Concessionaire to keep, perform and observe all promises, covenants, conditions and agreements set forth in this Agreement, where such failure continues for more than thirty (30) days after written notice from the City Manager for correction thereof, provided that where fulfillment of such obligation requires activity over a period of time and Concessionaire shall have commenced to perform whatever may be required to cure the particular default within ten (10) days after such notice and continues such performance diligently, said time limit may be waived in the manner and to the extent allowed by the City Manager.

14.6.4 Determination by the City, the County, the California Fair Employment and Housing Commission, or the Federal Equal Employment Opportunity Commission of discrimination having been practiced by Concessionaire in violation of State and/or Federal laws thereon.

14.6.5 Transfer of the majority controlling interest of Concessionaire to persons other than those who are in control at the time of the execution of this Agreement without approval thereof by the City Manager.

14.6.6 The filing of a voluntary petition of bankruptcy by Concessionaire; the adjudication of Concessionaire as a bankrupt entity; the appointment of any receiver of Contract's assets; the making of a general assignment for the benefit of creditors; a petition or answer seeking an arraignment of the reorganization of Concessionaire under any Federal Reorganization Act, including petitions, or answers under Chapter X or XI or Bankruptcy Act; the occurrence of any act which operates to deprive Concessionaire permanently of, the rights, powers and privileges necessary for the proper conduct and performance of the Agreement granted herein; the levy of any 28 attachment or execution which substantially interferes with Concessionaire's operations under this Agreement and which attachment or execution is not vacated, dismissed, stayed or set aside for a period of sixty (60) days.

14.7 FORCE MAJEURE; TIME EXTENSION
Notwithstanding any other provision contained in this Agreement, if performance by a party of any portion of this Agreement is made impossible or impractical by any prevention, delay, or stoppage caused by strikes; lockouts; labor disputes; acts of God; inability to obtain services, labor, utilities, supplies or materials or reasonable substitutes for those items; administrative or court proceedings; government actions; civil commotions; fire, earthquake, war, weather, or other casualty; or other causes or circumstances beyond the reasonable control of the party obligated to perform, performance by that party for a period equal to the period of that prevention, delay, or stoppage is excused. Concessionaire's obligation to pay rent however is not excused by this Section.

14.8 GOVERNING LAW, JURISDICTION, AND VENUE
This Contract shall be governed by, and construed in accordance with, the laws of the State of California. The Concessionaire agrees and consents to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Contract and further agrees and consents that venue of any action brought hereunder shall be exclusively in the County of Los Angeles.

14.9 INDEPENDENT CONCESSIONAIRE
This Agreement is by and between the City of Pico Rivera and Concessionaire and is not intended, and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association, as between City and Concessionaire. Concessionaire understands and agrees that all persons furnishing services on behalf of Concessionaire pursuant to this Agreement are, for purposes of Worker's Compensation Liability, employees solely of Concessionaire and not of City. Concessionaire shall bear the sole responsibility and liability for furnishing Workers' Compensation benefits to any person for injuries arising from 29 or connected with services on behalf of Concessionaire pursuant to this Agreement.

14.10 INDEMNIFICATION
Concessionaire agrees to indemnify, defend and hold harmless City and the United States, their respective agents, officers, and employees from and against any and all liability, including but not limited to, demands, claims, actions, fees, costs and expenses (including attorney and expert witness fees), arising from or connected with Concessionaire's acts and/or omissions arising from and/or relating to this Agreement. Concessionaire's duty to indemnify the City and the United States, shall survive the expiration or other termination of this Agreement.

14.11 INSURANCE REQUIREMENTS
At the time of execution of this Agreement, the Concessionaire shall provide and maintain at its own expense the following programs of insurance specified in this Agreement. Such insurance is to be provided by an insurance company acceptable to the City with an A.M. Best rating of not less than A: VII, unless otherwise approved by the City. Further, all such insurance shall be primary to and not contributing with any other insurance or self-insurance programs maintained by the City and, shall name the City of Pico Rivera, its respective officers, employees and agents as additional insureds, insuring, indemnifying, and saving harmless and agreeing to defend said additional insured against all suits, loss, damage, liability, claims or actions of any persons for, or on account of, any injuries or damages to persons or property sustained from, or arising out of, in any way related to, the conduct of the authorized events and the operation of the concessions herein mentioned, or consequences thereof whether directly or indirectly, and to pay all judgments, costs and expenses of litigation in connections with.

14. 1 1 . 1 Public Liability Insurance.

Said public liability insurance shall provide for a single limit for liability covered in the amount of two million dollars
($4,000,000.00) during scheduled events, and two million dollars ($2,000,000.00) at all other times during this Agreement. 30 14.11.2 Workers Compensation Insurance. A policy covering the full liability of Concessionaire to any and all, persons employed by them directly or indirectly, in accordance with the provisions of the Labor Code, State of California, relating to Workers'
Compensation Insurance. Concessionaire shall also provide Workers' Compensation and Liability Insurance, in accordance with the provisions of the Labor Code, State of California, under the same terms and conditions as set forth in the above paragraph, to cover all of the events conducted by sublessees.

14.11.3 Evidence of Coverage. Certificate(s) or other evidence of coverage satisfactory to City shall be delivered to City, prior to commencement of this Agreement. In lieu of actual delivery of such policies, a certificate issued by the insurance carrier showing such policies to be in force for the period covered by the agreement may be delivered to the City. Such policies and such certifications shall be in a form approved by the City Attorney.

14.11.4 Notification of Incidents, Claims or Suits Concessionaire shall report to City:
a. Any accident or incident relating to services performed under this Agreement which involves injury or property damage which may result in the filing of a claim or lawsuit against
Concessionaire and/or City. Such report shall be made in writing within twenty-four (24) hours of occurrence.
b. Any third party claim or lawsuit filed against Concessionaire arising from or related to services performed by Concessionaire under this Agreement.
c. Any injury to a Concessionaire employee which occurs on City property. This report shall be submitted on a City Non-employee Injury Report" to the City contract manager.
d. Any loss, disappearance, destruction, misuse, or theft of any kind whatsoever of City property, monies or securities entrusted to Concessionaire under the terms of this Agreement.

14.11.5 Failure to Procure Insurance
a. Failure by Concessionaire to procure or maintain the required insurance, or to provide evidence of insurance coverage acceptable to the City, shall constitute a material breach of the agreement upon which City may immediately terminate or suspend this Agreement. City, at its sole option, may obtain damages from Concessionaire resulting from said breach. Alternatively, City may purchase such required insurance coverage, and without further notice to Concessionaire, City may deduct from sums due to Concessionaire any premium costs advanced by City for such insurance.
b. Notwithstanding the above and in the event that Concessionaire fails to comply with any of the indemnification or insurance requirements of this Agreement, and such failure to comply results in any costs to City, Concessionaire shall pay full compensation for all costs incurred by City.

14.12 NON-DISCRIMINATION AND AFFIRMATIVE ACTION

14.12.1 The Concessionaire certifies and agrees that all persons employed by it, its affiliates, subsidiaries or holding companies are and shall be treated equally without regard to or because of race, color, religion, ancestry, national origin, sex, gender, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State antidiscrimination laws and regulations.

14.12.2 [This Section Intentionally Left Blank.]

14.12.3 The Concessionaire shall take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to or because of race, color, 32 religion, ancestry, national origin, sex, gender, age, physical or mental disability, marital status, or political affiliation, in compliance with all applicable Federal and State antidiscrimination laws and regulations. Such action shall include, but is not limited to: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

14.12.4 The Concessionaire certifies and agrees that it will deal with its sub-Concessionaires and vendors without regard to or because of race, color, religion, ancestry, national origin, sex, gender, age, physical or mental disability, marital status, or political affiliation.

14.12.5 The Concessionaire certifies and agrees that it, its affiliates, subsidiaries, or holding companies shall comply with all applicable Federal and State laws and regulations to the end that no person shall, on the grounds of race, color, religion, ancestry, national origin, sex, gender, age, physical or mental disability, marital status, or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any other project, program, or activity supported by this Agreement.

14.12.6 The Concessionaire shall allow City representatives access to the Concessionaire's employment records during regular business hours to verify compliance with the provisions of this SubParagraph 14.12 when so requested by the City.

14.12.7 If the City finds that any provisions of this Sub-Paragraph 14.12 have been violated, such violation shall constitute a material breach of this Agreement upon which the City may terminate or suspend this Agreement. While the City reserves the right to determine independently that the anti-discrimination provisions of this Agreement have been violated, in addition, a determination by 33 the California Fair Employment Practices Commission or the Federal Equal Employment Opportunity Commission that the Concessionaire has violated Federal or State anti-discrimination laws or regulations shall constitute a finding by City that Concessionaire has violated the anti-discrimination provisions of this Agreement.

14.12.8 Concessionaire agrees that there shall be no segregation or discrimination practiced in the Arena or on the premises due to race, color, religion, ancestry, national origin, sex, gender, age, physical or mental disability, marital status, or political affiliation, or that any of those individuals will be excluded from events on the premises based on those characteristics.

14.12.9 The parties agree that in the event Concessionaire violates the nondiscrimination provisions of this Agreement, City shall, at its sole option, be entitled to the sum of Five Hundred Dollars ($500) for each such violation pursuant to California Civil Code 1671 as liquidated damages in lieu of canceling, terminating or suspending this Agreement.

14.13 NOTICE TO EMPLOYEES REGARDING FEDERAL EARNED INCOME CREDIT
The Concessionaire shall notify its employees, and shall require each subConcessionaire to notify its employees, that they may be eligible for the Federal Income Credit under the federal income tax laws. Such notice shall be provided in accordance with the requirements set forth in Internal Revenue Service Notice No. 1015.

14.14 NOTICES
Any notice required to be given under the terms of this Agreement or any law applicable thereto may be: (1) delivered by personal service; or (2) placed in a sealed envelope, with postage paid, return receipt requested, addressed to the person on whom it is to be served, and deposited in a post office, mailbox, subpost office, substation or mail chute, or other like facility regularly maintained by 34 the United States Postal Service. The address to be used for any notice served by mail upon Concessionaire shall be:

LEBA, Inc.
2800 South Vermont Avenue
Los Angeles, CA 90007
or such other place as may hereafter be designated in writing to the City Manager by Concessionaire. The address to be used for any notice served by mail upon City shall be addressed to the:

City of Pico Rivera
City Manager
City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, CA 90660
or such other place as may hereafter be designated in writing to Concessionaire by the City Manager. Service by mail shall be deemed complete upon deposit in the above-mentioned manner.

The address to be used for any notice served by mail upon District Engineer for the Los Angeles District of the Army Corps of Engineers shall be:

Chief, Asset Management Division
U.S. Army Corps of Engineers, Los Angeles District
PO Box 532711
Los Angeles, CA 90053-2325
or such other place as may hereafter be designated in writing to Concessionaire or the City. Service by mail shall be deemed complete upon deposit in the abovementioned manner.

14.15 PUBLICITY
In recognizing the Concessionaire's need to identify its services and related clients to sustain itself', the City shall not inhibit the Concessionaire from publishing its role under this Contract within the following conditions:
a. The Concessionaire shall develop all publicity material in a professional manner; or
35 b. During the term of this Contract, the Concessionaire shall not, and shall not authorize another to, publish or disseminate any commercial advertisements, press releases, feature articles, or other materials using the name of the City without the prior written consent of the City Manager. The City shall not unreasonably withhold written consent.

14.16 RIGHT OF ENTRY AND INSPECTION

14.16.1 Any officers and/or employees or representatives of USACE and City may enter upon the concession premises at any and all reasonable times for the purpose of inspection and observation of Concessionaire's operations, or to determine whether or not Concessionaire is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of the City and USACE within the concession premises. During these inspections such individuals shall have the right to utilize photographic devices and other instruments for recording conditions and events taking place upon the premises. Said inspections may be made by persons identified as employees of the City or USACE, or may be independent Concessionaires engaged by the City. Inspections may include be for the purpose of, but are not limited to, determining whether conditions set forth in this Agreement are being complied with or observing transactions between
Concessionaire and patrons to evaluate the quality and quantity of merchandise, service and courtesy extended to the public.

14.16.2 In the event of an abandonment, vacation or discontinuance of operations for a period in excess of twenty-four (24) hours, Concessionaire hereby irrevocably appoints City as an agent for continuing operation of the concession granted herein, and in connection therewith authorizes the officers and employees thereof to (1) take possession of the concession premises, including all improvements, equipment and inventory thereon; (2) remove any and all persons or property on said premises and place any such 36 property in storage for the account of and at the expense of Concessionaire; (3) sublease or sublicense the premises; and (4) after payment of all expenses of such subleasing or sublicensing, apply all payments realized therefore to the satisfaction and/or mitigation of all damages arising from Concessionaire's breach of this Agreement. Entry by the officers and employees of City upon the premises for the purpose of exercising the authority conferred hereon as agent of Concessionaire shall be without prejudice to the exercise of any other rights provided herein or by law to remedy a breach of this Agreement.

14.16.3 No re-entry or taking of the premises by City pursuant to SubParagraph 14.16.2 of this section shall be construed as an election to terminate this Agreement unless a written notice of such intention be given to Concessionaire or unless the termination thereof be decreed by a court of competent jurisdiction.

14.17 SEVERABILITY
If any provision of this Agreement is determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, the remaining provisions hereof shall not be affected thereby and shall remain in full force and effect.

14.18 SUBLEASE

14.18.1 Concessionaire, with prior written approval from the City Manager, and written concurrence from the District Engineer , may sublease the Arena premises to third parties to conduct authorized events.

14.18.2 Concessionaire shall not, without the prior written consent of the City Manager, assign this Agreement, nor assign or sublet any rights thereunder. In the event the City determines the Concessionaire has assigned this Agreement without such consent, the assignment shall be null and void, and the City may elect to cancel the Agreement.
37 14.18.3 In the event the City determines that the Concessionaire has violated the sublicense provision contained herein, the same shall constitute a material breach of contract upon which the City may determine to cancel, terminate, or suspend this Agreement, or assess liquidated damages.

14.19 SURRENDER

14.19.1 Upon expiration of the term hereof, or cancellation thereof as herein provided, Concessionaire shall peaceably vacate the concession premises and any and all improvements located thereon and deliver up the same to City in a reasonably good condition, ordinary wear and tear excepted, subject to the right of City to demand removal thereof to the extent that Paragraph 4.6 hereinbefore may be applicable thereto.

14.19.2 Upon expiration of the term, Concessionaire shall execute and deliver to City within thirty (30) days after service of written demand, a good and sufficient quitclaim deed of the
Concessionaire's interest in this Agreement and the premises.

Should Concessionaire fail or refuse to deliver to City a quitclaim deed as aforesaid, a written notice by City reciting the failure of the Concessionaire to execute and deliver the quitclaim deed shall, after ten (10) days from the date of recordation of the notice, be conclusive evidence against Concessionaire and all persons claiming under Concessionaire, of the termination of this Agreement.

14.20 TAXES AND ASSESSMENTS

14.20.1 The property interest conveyed herein may be subject to real property taxation and/or assessment thereon, and in the event thereof, Concessionaire shall pay before delinquency all lawful taxes, including but not limited to possessory interest taxes, assessments, fees or charges which at any time may be levied by 38 the State, City or any other tax or assessment-levying body upon the concession premises and any improvements located thereon.

14.20.2 Concessionaire shall also pay all taxes, assessments, fees and charges on goods, merchandise, fixtures, appliances and equipment owned or used therein.

14.21 TERMINATION FOR IMPROPER CONSIDERATION

14.21.1 City may, by written notice to Concessionaire, immediately terminate the right of Concessionaire to proceed under this Agreement if it is found that consideration, in any form, was offered or given by Concessionaire, either directly or through an intermediary, to any City officer, employee or agent with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment or extension of the Agreement or the making of any determinations with respect to the
Concessionaire's performance pursuant to the Agreement. In the event of such termination, City shall be entitled to pursue the same remedies against Concessionaire as it could pursue in the event of default by the Concessionaire.

14.21.2 Concessionaire shall immediately report any attempt by a City officer, employee or agent to solicit such improper consideration.

The report shall be made either to the City manager charged with the supervision of the employee or to the Auditor-Controller's Fraud Hotline at (213) 974-0914 or (800) 544-6861 or to such other number as may be provided to Concessionaire in writing by City.

14.21.3 Among other items, such improper consideration may take the form of cash, discounts, and service, the provision of travel or entertainment, or tangible gifts.

14.22 TERMINATION FOR INSOLVENCY
39 14.22.1 To the extent permitted by law, the City may terminate this Agreement forthwith in the event of the occurrence of any of the following:
a. The filing of a voluntary or involuntary petition regarding the Concessionaire under the Federal Bankruptcy Code;
b. The appointment of a Receiver or Trustee for Concessionaire; or

14.22.2 The rights and remedies of City provided in this Subsection 14.22 shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.

14.23 TERMINATION UPON TRANSFER OF TITLE OR ARENA CLOSURE

14.23.1 Notwithstanding any other provision of this Agreement, in the event the City transfers its interest in the Whittier Narrows Recreation Area and the concession premises to a governmental agency assignee), the City reserves the right to: terminate this Agreement; or provided there is consent by an assignee, assign the City's interest in this Agreement to said assignee. City shall provide the Concessionaire with notice of termination or assignment of this Agreement pursuant to this provision.

14.23.2 Notwithstanding any other provision of this Agreement, in the event the City closes the Whittier Narrows Recreation Area, this Agreement shall be terminated upon the effective date of such closure. Upon the effective date of park closure, Concessionaire shall immediately cease its operations, and within fifteen (15) days therefrom remove all items of its personal property, equipment, and inventory. City shall provide advance notice to the Concessionaire of such park closure.

14.24 TRANSFERS

14.24.1 Concessionaire shall not, without the prior written consent of the City Manager and District Engineer, transfer, assign, sublicense, hypothecate or mortgage this Agreement. Any attempted transfer, assignment, sublicense, hypothecation or mortgage without the 40 prior written consent of the City Manager and District Engineer shall be null and void, and shall constitute a material breach of this Agreement.

14.24.2 Each and all of the provisions, agreements, terms, covenants and conditions herein contained to be performed by Concessionaire shall be binding upon any transferee thereof.

14.24.3 The concession shall not be transferable by testamentary disposition or the State laws of interstate succession, as the rights, privileges, and use conferred by this Agreement shall terminate prior to the date for expiration thereof in the event of the death of Concessionaire occurring within the term herein provided.

Additionally, neither this Agreement nor any interest therein shall be transferable in proceedings in attachment or execution against Concessionaire, or in voluntary or involuntary proceedings in bankruptcy or insolvency or receivership taken by or against Concessionaire, or by any process of law including proceedings under Chapter X or XI of the Bankruptcy Act.

14.24.4 Shareholders and/or partners of Concessionaire may transfer, sell, exchange, assign or divest themselves of any interest they may have therein. However, in the event any such sale, transfer, exchange, assignment or divestment is affected in such a way as to give majority control of Concessionaire to any persons, corporation, partnership or legal entity other than the majority controlling interest therein at the time of the execution of this Agreement, the City Manager's approval thereof shall be required.

Consent to any such transfer shall be refused if the City Manager finds that the transferee is lacking in experience and/or financial ability to conduct the concession.

14.24.5 The prohibition herein contained shall not be applicable with respect to transfers of this Agreement arising from the exercise of a power of sale or judicial foreclosure pursuant to the terms and 41 conditions of a hypothecation or mortgage previously approved by the City Manager.

14.25 WAIVER

14.25.1 Any waiver by City of any breach of any one or more of the covenants, conditions, terms and agreements herein contained shall not be construed to be a waiver of any subsequent or other breach of the same or of any other covenant, condition, term or agreement herein contained, nor shall failure on the part of City to require exact, full and complete compliance with any of the covenants, conditions, terms or agreements herein contained be construed as in any manner changing the terms of this Agreement or stopping City from enforcing the full provisions thereof.

14.25.2 No delay, failure, or omission of City to re-enter the concession premises or to exercise any right, power, privilege or option, arising from any default, nor any subsequent acceptance of payments then or thereafter accrued shall impair any such right, power, privilege or option, or be construed as a waiver of or acquiescence in such default or as a relinquishment of any right.

14.25.3 No notice to Concessionaire shall be required to restore or revive "time of the essence" after the waiver by City of any default.

14.25.4 No option, right, power, remedy or privilege of City shall be construed as being exhausted by the exercise thereof in one or more instances. The rights, powers, options and remedies given City by this Agreement shall be cumulative.

14.26 WARRANTY AGAINST CONTINGENT FEES

14.26.1 The Concessionaire warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon any Agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Concessionaire for the purpose of securing business. 42 14.26.2 For breach of this warranty, the City shall have the right to terminate this Agreement and, at its sole discretion, deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

14.27 ENTIRE AGREEMENT
This document and the Exhibit(s) attached hereto constitute the entire agreement between City and Concessionaire for the use granted at the Pico Rivera Sports Arena. All other agreements, promises and representations with respect thereto, other than contained herein, are expressly revoked, as it has been the intention of the parties to provide for a complete integration within the provisions of this document, and the Exhibit(s) attached hereto, the terms, conditions, promises and covenants relating to the Sports Arena Operation and Concession and the premises to be used in the conduct thereof. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not render the other provisions thereof unenforceable, invalid or illegal. This Agreement supersedes any rights and responsibilities set forth in Agreement No, 92-514, as amended from time to time, and any conflicts between the two agreements shall be resolved with reference to this Agreement.

14.28 AUTHORIZATION WARRANTY
Concessionaire represents and warrants that the signatory to this Agreement is fully authorized to obligate Concessionaire hereunder and that all corporate acts necessary to the execution of this Agreement have been accomplished.

IN WITNESS WHEREOF, Concessionaire has executed this Concession Agreement, or caused it to be duly executed, and City of Pico Rivera, by order of its City Council, has caused this Concession Agreement to be executed on its behalf by the Mayor of Pico Rivera and the City Manager and attested by City Clerk, the day and year first above written.

CONCESSIONAIRE
43 By
APPROVED AS TO FORM:

ATTEST:
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By
Charles L. Murray III, Att ey for LEBA Inc.
44 Exhibits:

A. Maintenance Standards
B. Description of Pico Rivera Sports Arena Complex
C. Services to be Provided by Concessionaire
D. Capital Improvements
E. Army Corps of Engineers Agreement DACW094-85-4
45 Exhibit A

MAINTENANCE STANDARDS
Concessionaire shall maintain upkeep and repair the Arena and those areas under their supervision and control in a clean and sanitary condition. Concessionaire shall dispose of all rubbish, garbage and other waste generated from the use of the Arena and shall maintain those areas under their control free from trash, litter, and toxic or hazardous materials or other debris which may be generated at or from the use of the Arena. All landscaping and plant material shall be kept in an aesthetic and visual pleasing manner consistent with the use of the Arena.

Concessionaire shall maintain and upkeep all electrical, gas and plumbing fixtures and keep them as clean and sanitary as reasonably possible. Concessionaire shall repair any damage caused by the Concessionaire or its patrons to the Arena and also those area under the Concessionaire's control. All buildings, signage and other surfaces shall be kept free from graffiti, markings or other damage and Concessionaire shall take steps to remove such graffiti, markings or damage as expeditiously as possible.

City shall have the right to inspect the Arena and surrounding facilities by providing reasonable notice to the Concessionaire of the City's intent to inspect. If there are areas of concern to the City, the City and Concessionaire shall meet to develop a plan to address the needs in order to insure that the Arena is maintained in a manner consistent with the Maintenance Standards set forth herein and in the Agreement.
46 Exhibit B

DESCRIPTION OF THE PICO RIVERA SPORTS ARENA COMPLEX
The premises include the Pico Rivera Sports Arena, its grounds and improvements, rodeo and equestrian facilities and equipment, including but not limited to restaurant equipment if any, tractors, trucks, maintenance vehicles, the adjacent unpaved parking area, paved parking area, all improvements contained thereon, and all Arena signage. The premises shall include that area commonly known as the "Pico Rivera Horse Stables."
47 Exhibit C

SERVICES TO BE PROVIDED BY CONCESSIONAIRE

1. Permitted Events
A. The events conducted at the Arena, are limited to the following and subject to the terms and conditions in the Agreement ("Permitted Events"):

1. American Rodeos

2. Mexican Rodeos and/or charreadas, including Mexican style horse racing, excluding any event of or relating to bullfighting.

3. Variety Shows, including singers, dancers, and musicians.

4. Equestrian events
a. Lippizan Stallion Shows
b. Hunger/Jumper Shows/Exhibitions
c. Dressage
d. Western Class Shows/Exhibitions

5. Musical Concerts
a. Religious concerts, including soul, gospel, and choir or any combination thereof b. Contemporary concerts, including jazz, rock, country, and western. c. Classical concerts, including ensembles, symphony, stage bands, soloists. d. Spanish language concerts of all musical styles.
e. All Rave type events will not be permitted

6. Carnivals, including animal shows, side shows, and game booths.

7. Circus, including aerialists, trained animal acts, and clowns.

8. Boxing, including amateur, professional, and exhibitions sanctioned by the California Athletic Commission.

9. Wrestling, including Greco-Roman, high school, collegiate, professional and amateur matches.

10. Religious events, including regional meetings and other special events. No regular and/or continuing use by a single congregation or other religious group is permitted. Lessee/Contractor shall not sublease the Arena for more than seven religious events per year. No one event shall have a duration in excess of six consecutive days during any consecutive thirty-day period. 48 B. Use. Permission is hereby granted to Lessee/Concessionaire to use the premises for the sole purpose of presenting those Permitted Events, with admission gate open to the general public.

Any deviation from this general admission requirement shall only be with the written consent of the City Manager or designee.

C. Prior Approval. All Permitted Events shall be subject to the review and written approval of the City Manager or designee at least thirty (30) days prior to being scheduled by the Lessee/Concessionaire. No Agreement shall be entered into by either the Lessee/Concessionaire or subleesse for the presentation of events prior to receipt of such written approval from the City Manager or designee. From time to time, the City Manager or a designee may approve a "nonplanned event" five days prior to the event date if, the event is a Permitted Event and the Arena is available. A non-planned event is an event that may be marketed to LEBA by a promoter on short notice. All terms and conditions for each Permitted Event shall be established in writing by the City Manager or designee. The conduct of all Permitted Events shall comply with applicable Federal, State, and local laws and regulations. The City Manager or designee shall provide astandard form contract to be used by the Lessee/Concessionaire and/or sublessee for Arena Permitted Events.

D. Seating. The sale, including space assigned for handicapped persons, of tickets for the Arena shall not exceed four-thousand and three-hundred (4,300) seats. This seating limitation shall be adjusted upon the completion of the improvements contemplated by Capital Improvements — Phase Three as set forth in Exhibit D and subject to adjustment and approval of the City Manager. Floor seating shall be only with the consent of the City and in accordance with a Cityapproved seating plan. The floor seating plan shall be submitted to the City at least thirty (30) days prior to the event date. Lessee/Concessionaire and performer guest lists will be counted in the aforesaid capacity.

II. Responsibilities of Concessionaire
A. Personnel and Equipment at Lessee/Concessionaire's Cost and Expense

1. Equipment and Supplies. City shall provide, at Lessee/Concessionaire's cost and expense, any maintenance, equipment or services required by City or by Lessee/Concessionaire and approved by City, pursuant to rate schedule and procedure provided by City Manager or designee.

2. Personnel. City shall provide at the cost and expense of the Lessee/Concessionaire in numbers to be determined by City, the following personnel, and any other additional personnel which it 49 may require, pursuant to rate schedule and procedures provided by the City Manager or designee:
a. Licensed veterinarian for the inspection of pertinent livestock and/or other animals. b. Equipment Operators.

B. Additional Duties of Lessee/Concessionaire

1. Lessee/Concessionaire shall procure, pay, accommodate, transport, produce and conduct, and otherwise provide for all artists and other personnel, equipment and animals related to the production of each Permitted Event unless otherwise set forth in this Agreement.

2. Lessee/Concessionaire will directly pay all costs for the Arena telephone, ground supplies, including but not limited to sprinklers, controller, pipe, and electrical, and restroom rental.

C. Cancellation of Permitted Events

1. If a Permitted Event is cancelled due to rain or other incapacitating weather and is not rescheduled, Lessee/Concessionaire shall pay to the City any costs incurred by the City in the provision of personnel or equipment pursuant to section II(B).

2. If a cancelled show is postponed and due to rain or other incapacitating weather the postponed show is cancelled, Lessee/Concessionaire shall pay the City any costs incurred by the City in the provision of personnel or equipment pursuant to section II(B).

D. Vending Machines. Lessee/Concessionaire shall have the right to establish and operate legal vending machines in and upon the premises provided that prior written approval of the City Manager or designee is first obtained. The City Manager or designee shall retain the right to determine and control the location, type, kind of machines and products vended so that the public may be best served and may revoke any such authorization given at any time and for any reason.

E. Concession Facilities. All concession stands and vehicles shall be subject to the prior approval of the City Manager or designee as to the number, type and location.

III. Parking
A. City grants to Lessee/Concessionaire the exclusive right to operate and manage the parking facilities during the Permitted Event conducted pursuant to this Agreement in those areas designated on a map and/or diagram provided to Lessee/Concessionaire by City Manager or designee in advance of the Permitted Event.
50 B. Lessee/Concessionaire shall not charge more than $15.00 for ticketed events and $25.00 for non-ticketed or free events for parking. These fees may be increased subject to the approval of the City Manager.

C. City Manager or designee may request that parking tickets be sold and/or parking fees collected only at such time as the car to be parked is permanently parked in the designated parking area.

D. Access roads shall be kept clear of parked vehicles at all times. The City reserves the right to remove any car parked in an access road.

E. Campground patrons shall be afforded access to those areas without charge.

F. Placement and removal of barricades and cones shall be the responsibility of the Lessee/Concessionaire. Location of barricades and cones is subject to prior written approval by the City.

IV. General Provisions Applicable to All Concessions Granted by This Agreement.

A. Permits and Licenses. Lessee/Concessionaire agrees that he/he shall obtain, at his/her own expense, any and all permits or licenses that may be required in connection with the operation of the concessions including, but not limited to, tax permits, business licenses, health permits, and an On-Sale General License issued by the California Department of Alcohol Beverage Control.

Permits and licenses shall be obtained by Lessee/Concessionaire prior to the commencement date of this Agreement. Subject to the consent of the California Department of Alcohol Beverage Control and other controlling agencies, Lessee/Concessionaire will consent to the transfer of all permits and licenses to Lessee/Concessionaire's successor to the concessions which are subject to this Agreement, upon adequate consideration therefore and Lessee/Concessionaire will not unreasonably withhold such consent nor unreasonably refuse to execute necessary acts in affecting such transfer.

B. Standards of Operation. Lessee/Concessionaire's privileges referred to herein are granted upon the following express standards and conditions:

1. No boxes, barrels, supplies or rubbish in any form shall be kept piled or stored outside the concession premises or at any refreshment stand or vehicle and the Lessee/Concessionaire shall keep all concession areas in a clean and sanitary condition, as mandated by applicable law. 51 2. Lessee/Concessionaire shall maintain all equipment and conduct all operations in a safe and orderly manner and shall, at the request of the City Manager or designee, refrain from using any equipment or cease any operation deemed to be unsafe or detrimental for use by the public.

3. All Events shall be conducted pursuant to all federal, state and local laws and regulations. 52 Exhibit D

CAPITAL IMPROVEMENTS
Safety or Code-Enforcement Related

1. Upgrade all public restrooms, including fixtures. In addition, existing toilets for use by disabled individuals must be brought into ADA compliance.

2. Video inspection and jetting of sewer lines.

3. Repair/upgrade of irrigation system, including necessary booster pumps and backflow prevention valves.

Aesthetic Repairs

4. Repair and painting of the Sports Arena building facade and perimeter fencing.

5. Installation of landscaping, including grass, shrubs and trees, at the following locations:

East side of the Sports Arena.

Parking lots, including existing medians and islands.

North main) Entrance to Sports Arena facility.

Capital Improvements Phase One - Billboard/LED Sign Construction Concessionaire shall have constructed and installed a state of the art LED sign, subject to the approval of the City, for the purpose of advertising events at the Sports Arena and other community/City activities. The City shall fund an amount of twenty (20%) of the total cost of the LED sign in an amount not to exceed $60,000. All other costs of design, construction, installation, maintenance, repair, improvements, cost of electricity and other related costs shall be the sole responsibility of the Concessionaire. The cost of design, construction and installation shall be no less than $400,000.00 and shall be similar to the sample billboard/LED sign depicted below. Once defined, the plans, drawings and renderings of the billboard/LED sign shall be deposited with the City Manager. The specific terms relating to the operation, maintenance, repair, method of advertisement and usage of the billboard/LED sign shall be defined and set forth in the "Billboard Installation and Implementation Agreement" to be entered into by the Parties. However, it is understood that once installed by the Concessionaire the billboard/LED sign shall (i) be under the control and operation of the City, (ii) be subject to a revenue sharing agreement wherein the City shall receive no less than fifty percent (50%) of the advertising 53 Pico Rivera Sports Arena —
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revenues from the billboard/LED sign, and (iii) the construction and maintenance of the billboard/LED sign shall also be consistent with the terms of operation as defined by the United States Army Corps of Engineers.

Date of Completion: July 31, 2015, subject to an extension by the City Council, but no later than July 31, 2016.

Capital Improvements Phase Two — Infrastructure Improvements Concessionaire shall contribute a minimum of $200,000.00 toward infrastructure improvements to the Sports Arena complex as identified and agreed upon by and between the City and the Concessionaire.

Date of Completion: July 31, 2015, subject to an extension by the City Council, but no later than July 31, 2016.

Capital Improvements Phase Three — Sports Arena Facility Improvements Concessionaire shall design and construct, subject to the prior written approval of the City and the District Engineer, improvements to the Sports Arena Facility, including but not limited to improvements to the seating of the Arena and to install a free-standing cover over the Arena. The 54 rfitarA
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-ROPOSED SITE RENDERING
minimum cost and contribution by the Concessionaire of Phase Three improvements shall not be less than $6,400,000.00. Once all Phase Three improvements are identified the City and Concessionaire shall enter into a separate Sports Arena Facility Improvement Implementation Agreement to identify the duties, obligations, rights and responsibilities of the parties.

The City agrees to earmark ten percent (10%) of the Annual Concession Payment for purposes of providing contributions to the Phase Two and Phase Three capital improvements. Additionally, the City agrees to fairly calculate, but not waive, fees for processing the capital improvements such as permit and inspections fees. The City also agrees to process the requisite plans, permits and other related City services in an expedited fashion. 'd"11111.1_ 114%.*., Ordilligi IIII
.4 IN an
"SED SOUTH ELEVATION
-0•0011111 gr
all II IN

PROPOSED WEST ELEVATION PROPOSED NORTH ELEVATION
55 Date of Completion: July 31, 2017, subject to an extension by the City Council, but no later than July 31, 2018.
56 50D

AGENDA REPORT
To: Mayor and City Council
From: City Manager
Meeting Date: August 27, 2013
Subject: AGREEMENT EXTENSION WITH LEBA INC., -

CONCESSIONAIRE FOR THE PICO RIVERA SPORTS
ARENA
Recommendation:

Approve the attached Agreement with LEBA Inc. for operations of the Pico Rivera Sports Arena.

Fiscal Impact:

Increase of $40,000 per year in lease revenue plus CPI to the Sports Arena Enterprise Fund for the 20 year term of the agreement.

Discussion:

On April 2010, the City entered into an agreement with LEBA Inc. for the operation and maintenance of the Pico Rivera Sports Arena. During this lease period, the Concessionaire has performed at or above expectations. Pursuant to Section 5.3 of the current agreement, the Concessionaire has submitted written notice expressing interest in negotiations regarding the terms and conditions of the current agreement.

On May 13, 2013, staff met with the Sports Arena Ad Hoc Committee (Camacho & Armenta) to discuss parameters for negotiating points noted by the Concessionaire.

Subsequent to the Ad Hoc Committee meeting, staff negotiated with the Concessionaires on deal points that provide long term financing opportunities for LEBA Inc. and support significant upgrades to the existing facilities and improve health and safety features, as well as enhancements to the cosmetic and esthetic components of the Pico Rivera Sports Arena and adjacent areas. The Concessionaire with an extended II
City Council Agenda Memo — Mtg. of 8/27/13
Agreement Extension with LEBA Inc., - Concessionaire for the Pico Rivera Sports Arena

term, is proposing enhancements and upgrades that will result in their ability to expand their scope of entertainment programming and feature a much broader array of program choices to reach out to the greatest number of participants.

The principal points that were negotiated with this extension and agreed to by the Concessionaire are as follows:

1. Concessionaire to implement a three phased improvement program totaling a minimum of $7 million:

Phase 1 — LED standing billboard display (minimum $400,000) — 12 months.

Council can extend to 24 months.

Phase 2 — Infrastructure improvements (minimum $200,000) —24 months Phase 3 — Sports Arena capital improvements with extra seating and a free standing cover (minimum $6.4 million) — 36 months. Council can extend to 48 months.

2. City agrees to minimize fees to the extent possible, but not waive fees for permits, inspections etc. For capital improvement projects Phase 1 — 3, the City will expedite processing of all permits, inspections etc.

3. City will contribute 20% of the total cost of Phase 1 development "LED billboard" up to a cost of $60,000.

4. Term: 20 years is consistent with the City's lease with the United States Army Corps of Engineers (USACE).

5. Concessionaire to pay $240,000 annually, including CPI maximum of 5% per year increase thru the term of the lease.

6. City to reinvest 10% of the annual Concessionaire's lease payments to infrastructure improvements agreed to by the City and Concessionaire.

7.. City to add property to the lease generally described as the horse stables property to off-set property used by Edison for power transmissions standards, which was previously available for sports arena parking.

City Council Agenda Memo — Mtg. of 8/27/13
Agreement Extension with LEBA Inc., - Concessionaire for the Pico Rivera Sports Arena Page,
In conclusion, staff recommends that the City Council formally authorize the execution of Agreement No. 07-987-1 as the Operative Concessionaire Agreement, superseding all prior agreements.

Ronald Bates
RB:RC:sp
Attachment "A" (Concessionaire Agreement)
Attachment "B" (Notice of Agreement Approval by Army Corps)

CITY COUNCIL
To: Mayor and City Council
From: City Manager
Meeting Date: September 9, 2014
Subject: PICO RIVERA SPORTS ARENA AND GOLF COURSE

CAPITAL IMPROVEMENT AND CONSULTANT

SERVICES
Recommendation:
1) Appropriate $200,000 of EDA Program Income Fund for tenant and capital improvements at the Pico Rivera Golf Course.
2) Amend agreement No. 13-1407 Exhibit A with LEBA Inc. to include former campground.
3) Approve agreement with Enviro Communications Inc. for consulting services relating to the Pico Rivera Sports Arena and Pico Rivera Golf Course.

Fiscal Impact:
a) $200,000 from City EDA Program Income Fund.
b) No impact to the Concessionaire Agreement with LEBA Inc. c) $102,000 from Sports Arena Enterprise Fund.

Discussion:

On August 13, 2014, staff met with the Sports Arena Ad Hoc Committee (Camacho & Armenta) to discuss issues of concern at the Pico Rivera Sports Arena and Pico Rivera Golf Course.

At the Golf Course, GolfLinks Management, Inc. presented the Ad Hoc Committee with a brief update on the continued success of golf operations and community participation since taking over the course in 2012, making the facility a vital community asset.

City Council Agenda Memo - Mtg. of 9/9/14

PICO VERA SPORTS ARENA AND GOLF COURSE CAPITAL IMPROVEMENT

AND CONSULTANT SERVICES

However, GolfLinks expressed concern on the lack of capital funds available to address needed improvement to the clubhouse and concessionaire areas that would enhance the future marketing ability of the course.

The competitive landscape of municipal golf facilities has changed over the years with respect to the number of surrounding competing courses and the golf experience such courses offer, and the expectations of the golfing public. To ensure that the Pico Rivera Golf Course remains competitive in the regional golf and event market and to provide an enhanced golf and event experience, investments are needed at our facility. In an effort to address this need, the Ad Hoc Committee recommends the City provide an infusion of $200,000 in funds from the City EDA Program Income Fund toward much needed tenant and capital improvements at the Pico Rivera Golf Course. GolfLinks is confident that the implementation of these improvements will place them in a position to attract a new competitive service concessionaire to operate the restaurant and banquet facility at the golf course.

At the Sports Arena, the Ad Hoc Committee continued with discussions on operations and maintenance upgrades recently implemented as a result of the new Concessionaire Agreement with LEBA Inc. The Concessionaire expressed to the Ad Hoc Committee an interest in the merging of the former Bicentennial Campgrounds into their Sports Arena master lease to expand recreational and entertainment opportunities at their facility. In light of the lack of current options to develop the former campgrounds, coupled with the annual $20,000 cost for maintaining and abating weeds, the Ad Hoc recommends amending the current Sports Arena Concessionaire lease to include the former campground. In compliance with the Master Plan of the US Army Corps of Engineers, the concessionaire will be required to continue passive recreation activities at the park.

Subsequent to the meetings with the Concessionaires, the Ad Hoc Committee and staff continued discussion on the need to secure funding to maximize the potential of the valuable community assets. It was determined that in order to seek funding opportunities for the Pico Rivera Sports Arena and Golf Course, professional services are warranted. Staff recommends entering a service agreement with Enviro Communications Inc., to assist the City in seeking potential funding opportunities available at federal, state and regional levels relating to the development and improvement of the Pico Rivera Sports Arena, Campground and Golf Course.

City Council Agenda Memo — Mtg. of 9/9/14

PICO RIVERA SPORTS ARENA AND GOLF COURSE CAPITAL IMPROVEMENT

AND CONSULTANT SERVICES

Eriviro Communications Inc. has extensive experience in seeking and securing regional and federal funding for the development of public sector projects. Enviro Inc. currently provides consulting services to various local cities in the southeast area and has assisted in securing and implementing capital improvement and economic development projects. The City views the need for such services and the extension of staff in efforts to secure funds/grants at state and federal levels as well as with SCAG, ME1RO, SCAQMD, and Army Corps of Engineers.

Rene Bobadilla
RB:RC:sp
Attachment "A" (Description of Pico Rivera Sports Arena) Attachment "B" (Agreement- Public Policy, Strategy, and Advocacy) Attachment A
CONCESSION AGREEMENT NO. 13-1407 FOR THE OPERATION AND MAINTENANCE OF THE PICO RIVERA

SPORTS ARENA
Exhibit A

DESCRIPTION OF THE PICO RIVERA SPORTS ARENA
The premises include the Pico Rivera Sports Arena, its grounds and improvements, rodeo and equestrian facilities and equipment, including but not limited to restaurant equipment if any, tractors, trucks, maintenance vehicles, the adjacent unpaved parking area, paved parking area, all improvements contained thereon. and all Arena signage. The premises shall include that area commonly knows as the Pico Rivera Horse Stables and Bicentennial Park Campgrounds."
To: Mayor and City Council
From: City Manager
Meeting Date: November 12, 2024
Subject: EXPANSION OF THE POWER CHOICE SOLAR AND
BATTERY PROGRAM AND AMENDMENT NO. 1 TO THE

POWER CHOICE PROGRAM MANAGEMENT

AGREEMENT
Recommendation:

1. Approve the expansion of the Pico Rivera Innovative Municipal Energy (PRIME) Power Choice Solar and Battery Storage program to include Commercial and Industrial Customers, and the Channel Partners program; and

2. Approve Amendment No. 1 to Agreement No. 23-2262 with Participate Energy, LLC (P.E.) in a form approved by the City Attorney and authorize the City Manager to negotiate and execute all contracts related to the expansion of the PRIME Power Choice Solar and Battery Program through a partnership with P.E.

Fiscal Impact:

There is no fiscal impact to the General Fund. The current program design calls for the City of Pico Rivera (City) to collect a fee of $0.40 per watt during the construction phase in connection with the required development services. However, with P.E.’s added efforts to boost participation through the Channel Partners program, this fee will be adjusted to $0.35 per watt. Additionally, the City will continue to receive the agreed revenue streams, including a service fee of $0.02 per kilowatt-hour (kWh) generated and a monthly fee of $15.00 for each installed Powerwall, sustained throughout the program’s duration. The revenue generated from this program will be deposited into Account No. 561.00.0000- 47750 (General/Demand and Collections).

Background:

On January 24, 2017, the City Council adopted Ordinance No. 1105, establishing a Community Choice Aggregation (CCA) program: Pico Rivera Innovative Municipal Energy (PRIME). PRIME began serving customers on September 1, 2017, with the promise to keep energy decisions local, increase the amount of locally supplied renewable energy to Pico Rivera residents, and provide price stability, long-term electricity cost savings, and other benefits for the community.

During the March 28, 2023 meeting, City Council, CalChoice and Participate.Energy introduced the PRIME Power Choice Program, a collaborative initiative with Tesla 10 CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

EXPANSION OF THE POWER CHOICE SOLAR AND BATTERY PROGRAM AND AMENDMENT NO. 1 TO THE POWER CHOICE PROGRAM MANAGEMENT

AGREEMENT

designed to offer Pico Rivera's PRIME customers a residential solar and battery storage solution. On August 1, 2023, the City Council formally adopted this program through a series of agreements, establishing an accessible path for the community to acquire solar panels and battery storage without upfront costs or credit checks. The PRIME Power Choice Program empowers residents with the benefits of solar energy, including lower energy costs, backup power, and the opportunity to participate in grid services that produce clean, equitable, and accessible energy for all. The program officially launched to all residential customers on December 15, 2023.

Discussion:

The Power Choice Program democratizes solar access by eliminating credit checks, requiring no upfront costs, and providing low energy rates. Historically, solar and battery systems have been limited to individuals with high credit scores and sufficient savings, restricting renewable solar benefits to those able to afford these systems. PRIME Power Choice offers Pico Rivera residents an affordable alternative, which the City now aims to extend to all commercial and industrial customers, with an expanded marketing push through a Channel Partners Program. The Channel Partners Program enables vetted installers to offer solar and battery services directly to residents, ensuring fair pricing, high quality, and a range of choices.

PRIME Power Choice for Commercial and Industrial Customers In keeping with our goal to make this program accessible to all, City staff seeks City Council approval to develop a similar model for commercial and industrial customers.

This extension will remove financial barriers to solar adoption, providing the business community with a fully financed, no-upfront-cost option for solar and battery storage over a 25-year term. Each system will be tailored to maximize energy and cost savings for local businesses.

Business owners leasing commercial space who wish to participate in the program may do so with property owner approval. A key benefit of the program is that if a tenant and PRIME Power Choice program participant vacate the property, the landlord will not be held responsible for payments during the vacancy. Instead, the contract is paused until a new tenant moves in and resumes the remaining terms of the Power Choice agreement.

PRIME Power Choice Marketing Efforts Expansion
Since the launch of the PRIME Power Choice Program, staff has undertaken several marketing activities to increase participation. Below is a list of marketing activities undertaken by the PRIME team and a brief description.

1. Social Media Campaign- Targeted posts on the City’s Facebook, Instagram, and Twitter highlighted the program's benefits—no upfront costs, easy eligibility, and potential energy savings—using testimonials and FAQs to engage residents.

2. Residential Mailers- Direct mailers emphasized the program's advantages, CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

EXPANSION OF THE POWER CHOICE SOLAR AND BATTERY PROGRAM AND AMENDMENT NO. 1 TO THE POWER CHOICE PROGRAM MANAGEMENT

AGREEMENT

enrollment ease, and contact details, reaching households less active online and expanding community awareness.

3. City Newsletters- Monthly newsletters (The Profile and City Manager’s Report) featured program information, goals, and participation steps, reaching a broad local audience.

4. Local News Coverage- Articles and segments with City officials and participants highlighted community impact, expanding program visibility beyond social media and mailers.

PRIME Power Choice has made significant progress yet expanded marketing and a dedicated salesforce could amplify its impact. Staff and P.E. propose adopting the Channel Partners Program, a program that enables vetted installers to offer the PRIME Power Choice program directly to residents and business owners. This program enhances program awareness, expands customer options, and drives participation through competition among installers. This approach will allow Pico Rivera residents and businesses to choose from a variety of local and regional installers, all operating under the same policies and pricing, enabling customers to compare offers and select the best fit for their needs.

The PRIME Power Choice program will remain accessible to customers through the PRIME or Tesla website. Adding Channel Partners will serve to expand marketing and outreach while offering residents more customized service options. At the inception of the Prime Power Choice Program, P.E. LLC created a separate entity to ensure that programs or operations from other entities doing business with P.E. remain independent of the City’s PRIME CCA.

Conclusion:

Staff recommends that the City Council approve Amendment No. 1 to Agreement No. 23- 2262, authorize the City Manager to negotiate and execute the proposed PRIME Power Choice Expansion Program agreements in a form approved by the City Attorney and approve the expansion of the PRIME Power Choice Program Steve Carmona
SC:AG:VHF:pg
Enclosures: 1) Amendment No. 1
2) Agreement No. 23-2262
AMENDMENT NO. 1

TO THE PROGRAM MANAGE AGREEMENT

WITH THE CITY OF LANCASTER
AND PARTICIPATE ENERGY, LLC, AGREEMENT NO. 23-2262
This Amendment (“Amendment No. 1”) is hereby entered into and is effective as of November 13, 2024, by and between the City of Pico Rivera, a California municipal corporation and general law city (“Program Manager”) and Participate Energy, LLC (“Owner”) (collectively, sometimes herein referred to as the “parties”) and relates to that certain Agreement for Program Management between the Parties dated September 8, 2023 (“Agreement”).

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Exhibit A is hereby amended to add additional services and fees as shown.

2. All other terms and provisions of the Agreement are hereby reaffirmed.

In witness whereof the Parties have executed the Amendment of the date set forth below:

City of Pico Rivera
_________________________________
Steve Carmona, City Manager
Dated: ___________________________
ATTEST:
___________________________
Cynthia Ayala, City Clerk
Participate Energy, LLC
_______________________________
Ethan Friedman, Executive Managing
Director
Dated: _________________________
APPROVED AS TO FORM:
_______________________________
Arnold M. Alvarez-Glasman, City Attorney
Enclosure 1
10a

EXHIBIT A

PROGRAM MANAGEMENT SERVICES SCHEDULE
Program Management Services generally include all activities necessary or helpful to:
(a) Monitor and support and all permitting activities for any System. (b) Prepare materials and conduct communications and outreach to residential electric power customers in its service territory to promote the Program and encourage the installation of Systems.
(c) Create a streamlined and integrated System permitting process, allowing for faster System permitting.
(d) Effectively communicate with and guide the Installer through the System permitting process to ensure shorter permitting timelines and to avoid any permitting delays;
(e) Effectively coordinate the System permitting process with all other governmental agencies involved.
(f) To the extent legally permissible and reasonable, expedite permitting for any System.
(g) At the Program Manager’s discretion, Owner, acting as consultant, shall provide general marketing and sales support as outlined below:

Program Manager Scope Consultant Scope Deliverable
Targeted
outbound
outreach
Provide a list of active
customers (including but
not limited to
CARE/FERA) enrolled or
qualified customers with
name(s), physical
address, email
address(es), phone
number(s), current tariff,
annual load, and/or
average monthly bill.

Email and/or call
customers to inform
them of various offers
from Lancaster Energy.

Under the Program
Manager’s guidance and
instruction, provide
outbound sales support
to interested customers
using marketing
materials jointly
developed.

1. Sales and
marketing support

2. Activity report
Local
marketing
support
Collaborate on local, inperson
marketing
opportunities
Provide staff to attend
and
support customer sales
activities during events
Same as Targeted
outbound outreach
Sales Integrate various options
into the Program
Manager’s marketing and
communication platforms
so that interested
customers can
reach consultant
resources and staff for
sales support.

Provide inbound sales
support to potential
customers through call,
email, or chat. If
possible, provide
Spanish-speaking
support.

1. Activity report

2. Closed-won orders

1. Fees earned by the Owner related to the scope of work outlined above are deemed earned by the Owner for each new System where the initial order was placed during the term of this scope of work upon achieving Final Completion as described in the Agreement.

2. Payment of fees shall be Five Cents ($0.05) for each Watt/dc of solar generating capacity for each System that has reached Final Completion. All fees earned by the Owner shall be subtracted from the Program Management Agreement Fee on a per System basis at the time of payment. Additional consulting services, terms and fees under this Agreement may be approved in writing by mutual consent of Program Manager and Owner on a
case-by-case basis.

3. Payment of fees shall comply with the Compensation provision of this Agreement.

4. The Term for the consulting scope shall begin upon written approval from the Program Manager and continue until such time that either Party provides written notification of termination to the other Party, in which case, the scope of services shall terminate five (5) business after written notice is delivered.

5. If a System achieves Final Completion subsequent to termination of this scope of services under this Agreement, fees will be deemed earned if the System was ordered while the scope of services was active.

Agreement No. 23-262

PROGRAM MANAGEMENT AGREEMENT
This Program Management Agreement ( this " Agreement") dated effective as of September 5, 2023, (the " Effective Date ") is by and between CITY OF PICO RIVERA, A CALIFORNIA

MUNICIPAL CORPORATION, DB/ A PICO RIVERA INNOVATIVE MUNICIPAL ENERGY (" Program Manager"), and Participate. Energy LLC, a Delaware limited liability company ( the " Owner"). The parties hereto are sometimes herein referred to individually as a Party" and collectively as the " Parties".

RECITALS
A. Program Manager, Owner and Tesla, Inc. ("Installer") have entered in to certain agreements for the creation of a distributed solar and energy storage program for residential electricity customers in Program Manager' sservice territory ( the" Program"). Under the terms of the Program, Owner will develop, finance, and own residential solar and energy storage systems to be located at private residences within Program Manager' sservice territory ( each a " System" or, collectively, the " Systems"), Installer will install the Systems under an installation contract between Installer and Owner (" Installation Contract"), and Program Manager will buy from Owner the energy and certain energy attributes and benefits generated by each System under the terms of a certain power purchase agreement between the Parties of even date herewith ( the Power Purchase Agreement").

B. Owner does not independently maintain the internal capability to perform the Program Management Services ( as defined below) that Owner requires in connection with the installation of the Systems, and Program Manager' scapabilities are expected to provide significant benefits to Owner. Therefore, Owner desires to engage Program Manager to manage certain aspects of the System permit management, Installer communication, and origination of potential customers in Program Manager' s
service territory, all as further set forth herein ( the " Program Management Services").

C. In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree to the following:

AGREEMENT
In consideration of the above recitals, the premises and mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Appointment and Term; Assumption of Development Responsibilities; Standard of Performance. Owner hereby appoints Program Manager to render the Program Management Services as further described in the Schedule of Program Management Services attached hereto as Exhibit A. Program Manager hereby accepts such appointment. The term of this Agreement shall be co -terminus with the term of the Power Purchase Agreement (" Term").

Program Manager shall use such diligence, care and prudence in the performance of its obligations hereunder as are commercially reasonable, and shall devote such time, effort and skills of its Enclosure 2
10b
DocuSign Envelope ID 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 hereunder as are commercially reasonable, and shall devote such time, effort and skills of its personnel as a reasonable service Program Manager in like position would do in like circumstances.

2. Limitations and Restrictions. Notwithstanding any provisions ofthis Agreement, Program Manager shall not take any action, expend any sum, make any decision, give any consent, approval or authorization, or incur any obligation with respect to any of the following matters unless and until the same has been approved by Owner:
a) alteration of any System contemplated by the Installation Contract, except for such matters as may be expressly delegated in writing to Program Manager by Owner; b) any proposed change in the installation of a System, or in the plans and specifications therefor as previously approved by Owner, that increases the cost thereof, or any other change that would affect the design, cost, value or quality of any of a System, except for such matters as may be expressly delegated in writing to Program Manager by Owner.

3. Standard of Conduct.
a) Program Manager shall provide the Program Management Services, perform its other obligations and exercise its rights or powers under this Agreement in a prudent manner, with the degree of skill and judgment normally exercised by Program Managers performing Program Management Services for the permitting of systems of a similar nature, and in accordance with: (i) any applicable laws and regulations; and ( ii) any agreement, instrument or other document to which Owner is a party, and that Owner has delivered to Program Manager, that relates to a System or any component thereof (" Project Documents"), except to the extent Owner provides Program Manager with written instructions not to do so in the event Owner is contesting in good faith the validity or application of any such applicable laws and regulations or such term and condition of a System Document, in any reasonable manner. b) Program Manager may, at any time, if it reasonably considers it to be necessary or appropriate, request written instruction from Owner with respect to any matter contemplated by this Agreement and may defer action thereon pending the receipt of such written instructions.
c) Program Manager shall advise Owner promptly, if it becomes aware of any material inconsistency between any of the following:
i) Owner' sinstructions given in accordance with this Agreement from time to time;
ii) any System Document;
iii) Required insurance ( if any); and
iv) any applicable laws and regulations or Permit.
2 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 d) Any action taken by Program Manager in accordance with the written instructions of Owner, or failure to act pending the receipt of such written instructions, shall be deemed to be within the scope of Program Manager' s authority and in accordance with its obligations under this Agreement and, without limitation, shall not constitute gross negligence or willful misconduct as referred in Section 10( b).

4. Accounts and Records.
a) Program Manager, shall keep such books of account and other records relating to each System as may be required by applicable laws and regulations or as reasonably requested by Owner in writing. All accounts and records relating to a System, including all correspondence, shall be surrendered to Owner upon demand without charge therefor. b) All books and records prepared or maintained by Program Manager shall be kept and maintained at all times at secure locations accessible to Owner for audit, inspection and copying by Owner or any representative or auditor therefor or supervisory or regulatory authority upon reasonable written request.
c) During the Term, Program Manager shall keep Owner reasonably informed as to the status of the Program Management Services provided by Program Manager. Program Manager shall notify Owner in writing of any material event related to the Program Management Services provided by Program Manager hereunder.

5. Accrual Schedule. The Program Management Agreement Fee ( as defined below) shall be earned in full for a System when a System is placed in service for purposes of Sections 48 and 168 of the Internal Revenue Code, as amended, and shall be paid promptly when a System has reached final completion under the terms of the respective Installation Contract ( collectively, Final Completion").

6. Compensation. As consideration for Program Manager' sProgram Management Services to be performed under this Agreement, Owner will pay Program Manager a fee ( the Program Management Agreement Fee") equal to Forty U. S. Cents ($ 0. 40) multiplied by each Watt/ dc of solar generating capacity for each System that has reached Final Completion and for which Program Manager has confirmed in a
legally binding manner that such System will be
covered under the Power Purchase Agreement for the term thereof. 3 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2

7. Default and Remedies. IfProgram Manager defaults in the performance of any of its material covenants or obligations under this Agreement and such default continues unremedied for a period of 30 days after written notice thereof from Owner to Program Manager, Owner shall have the right, at its election, to exercise one or more of the following rights and remedies; provided, however, if the default is of such a nature that it cannot be cured within the 30 -day period, and Program Manager has begun to cure each default within the 30 -day period, Program Manager shall have an additional 60 days in which to cure said default provided it acts in good faith and with due diligence to cure the same (all of which shall be cumulative); provided, further, however, that a default under any agreement with a contractor, subcontractor, engineer or equipment Program Manager for a System, or a delay due to action or inaction by the utility shall not be deemed a default under the Agreement:
a) terminate this Agreement; and
b) enforce the provisions of this Agreement by legal proceedings for the specific performance of any covenant or agreement contained herein or for the enforcement of any other appropriate legal or equitable remedy and recover damages caused by any breach by Program Manager of the provisions of this Agreement, including court costs, reasonable attorneys' fees and other expenses incurred in the enforcement of the obligations ofProgram Manager hereunder; and c) exercise any and all rights and remedies that Owner (or its Members) may have under applicable laws and regulations; and
d) in addition to any rights now or hereafter granted under applicable laws and regulations and not by way of limitation of any such rights, upon the occurrence of any event of default hereunder that is not cured within the time period specified in this Section 7, Owner is authorized to set off and to apply any amounts payable to Program Manager hereunder against and on account of the obligations of Program Manager to Owner hereunder.

8. Indemnity and Liability
a) Limitation of Liability.
i) Notwithstanding any provision in this Agreement to the contrary, neither Party, nor their respective Affiliates, nor any of their respective officers, directors, employees, agents, contractors, subcontractors, vendors, shareholders, members, partners or representatives, shall be liable hereunder for any consequential or indirect loss or damage, including loss ofprofit, cost of capital, loss of goodwill or any other special or incidental damages, it being understood that the Parties' indemnification obligations under this Section 8 are not and shall not be deemed to be consequential or indirect loss or damage under this Section 8. ii) Except as provided in this Section 8, Program Manager shall have no liability hereunder to Owner for damages or other amounts in connection with a breach by Program Manager of this Agreement or a failure by Program Manager to perform the Program Management Services in accordance with the terms and conditions hereof or otherwise as a result ofthe Program Management Services performed by Program Manager pursuant to this Agreement. 4 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 iii) The Parties further agree that the waivers and disclaimers of liability, indemnities, releases from liability, and limitations on liability expressed in this Agreement shall survive termination or expiration of this Agreement, and shall apply at all times, whether in contract, equity, tort or otherwise, even in the event of the fault, negligence, including sole negligence, strict liability, or breach of the Party indemnified, released or whose liabilities are limited, and shall extend to the partners, members, principals, shareholders, directors, officers, employees and agents of each Party and its Affiliates.
b) Indemnity. To the extent it may lawfully do so, each of Program Manager and Owner hereby indemnify, defend ( with counsel of its choosing), and hold harmless the other party and its directors, agents, officers, members, employees and volunteers from and against any and all liability or claim of liability, loss or expense, including defense costs and legal fees and claims for damages of whatsoever character, nature and kind, whether directly or indirectly arising from or connected to: bodily injury, death, personal injury, or property damage caused by negligence, creation or maintenance of a dangerous condition ofproperty, or intentional infliction of harm, including any workers' compensation suits, liability, or expense, arising from or connected with Program Management Services performed by on behalf of the indemnifying party by any person pursuant to this Agreement; nonpayment for labor, materials, appliances, teams, or power, performed on, or furnished or contributed to the Site. Notwithstanding the above, neither Program Manager nor Owner shall be required to defend, indemnify and hold harmless the other for such other party' s negligent acts and omissions or willful misconduct. It is the intent of the Parties that where negligence is determined to have been joint or contributory, principles of comparative negligence will be followed, and each Party shall bear the proportionate cost of any loss damage, expense or liability attributable to that Party' s negligence.

9. Notices. Any notice, request, demand or other communication which is required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given:
i) on the date of receipt by the applicable Party if personally delivered; ( ii) when transmitted by the applicable Party if transmitted by telecopy, electronic mail, or other digital transmission method, subject to the sender' sfacsimile machine receiving the correct answerback of the addressee and confirmation of uninterrupted transmission by a transmission report or the recipient confirming by telephone to sender that he has received the facsimile or electronic mail message; and ( iii) when received by the applicable Party, if sent for next day delivery to a domestic address by recognized overnight delivery service or, if sent by certified or registered mail, return receipt requested.

Notices shall be given:

Ifto Owner, to:

Participate. Energy LLC
2093 Philadelphia Pike # 3125,
Claymont, DE 19703.

Attn: Ethan Friedman
Phone: 917- 301- 2621
Email: ethan@a, partcipate. energy
5 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 If to Program Manager, to:

Pico Rivera Innovative Municipal Energy
6615 Passons Blvd
Pico Rivera, CA 90660
Attn: Contract Administration
Email: scarmona@pico- rivera. org

10. General Provisions.
a) No Agency Relationship. This Agreement does not create an agency relationship between the Parties and does not establish a
joint venture or partnership between the
parties. Except as expressly set forth herein, neither party has the authority to bind the other party or represent to any person that the party is an agent of the other party. b) Agreement. This Agreement consists of the terms and conditions set forth herein, as well as the appendices hereto, which are incorporated by reference herein and made part hereof.

In the event of a conflict, variation or inconsistency between the appendices hereto and the terms and conditions contained in the body of this Agreement, the latter shall control and be given priority.
c) Relationship of the Parties.
i) Program Manager has been retained by Owner as an independent contractor to solely perform the Program Management Services on behalf of Owner. ii) Without limiting the relationship of any Party under any other agreement, nothing contained or implied in this Agreement shall constitute or be deemed to constitute any Party as the partner of any other Party for any purpose whatsoever; or create, or be deemed to create, any partnership between any Party and the any other Party. iii) No Party shall by virtue of this Agreement have the power or authority to enter into any agreement or undertaking for or to act on behalf of or otherwise to bind the any other Party as to any matter or thing to be done in relation to a System or to the provision ofthe Program Management Services save as may be expressly authorized in this Agreement or agreed in writing between the Parties from time to time.
d) Entire Agreement. This Agreement, the Schedules and Exhibits attached hereto contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, undertakings and agreements. Neither Party will be bound by or deemed to have made in connection herewith any representations, warranties, commitments or undertakings, except those contained herein.
e) Captions; Exhibits. Titles or captions of sections contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend, describe or otherwise affect the scope or meaning of this Agreement or the intent of any provision 6 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 hereof. All exhibits and appendices attached hereto shall be considered a part hereof as though fully set forth herein.
f) Amendment. This Agreement may not be amended or modified in any way unless such amendment or modification is in writing signed by duly authorized representatives of each Party.
g) No Waivers. It is understood and agreed that any delay, waiver or omission by Owner or Program Manager to exercise any right or power arising from any breach or default by Owner or Program Manager with respect to any of the terms, provisions, or covenants of this Agreement shall not be construed to be a waiver by Owner or Program Manager of any subsequent breach or default of the same or other terms, provisions or covenants on the part of Owner or Program Manager. No waiver of any right or power by any Party under this Agreement shall be deemed effective unless in writing and signed by the waiving Party. h) Changed Conditions; Invalidity. If there is an occurrence of an event of Force Majeure, there is a material change in market conditions affecting the prices of goods and Program Management Services constituting Development Costs, there is a change in any Project Document or financing document or Owner enters into a new Project Document or financing document affecting performance of the Program Management Services hereunder, or there is a change in any applicable Law, and any such performance or occurrence results in increased or decreased costs to Program Manager, or Owner, as the case may be, shall be entitled to an equitable budget adjustment reflecting the reasonable value of any such increased or decreased costs from such performance or occurrence, and the Parties hereby agree to adjust equitably such other provisions of this Agreement that are directly affected by such performance or occurrence; provided, however, that such adjustments must be consistent with the economic expectations and the intent of the Parties. The invalidity or unenforceability for public policy or other equitable grounds of any provision of this Agreement shall be determined only by a court of competent jurisdiction, and the Parties hereby agree to negotiate an equitable adjustment to the invalid or unenforceable provisions with a view toward affecting the purposes of this Agreement. The validity or enforceability of the remaining provisions or portions or applications hereof shall not be affected thereby.
i) Representations and Warranties.
i) Each Party represents and warrants to the other that:

A) it is duly formed and validly existing under the laws of its jurisdiction of formation;
B) it has the legal right and full power and authority to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement; 7 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 C) all corporate or company action required by it validly and duly to authorize the execution and delivery of, and to exercise its rights and perform its obligations under, this Agreement has been duly taken; and
D) this Agreement constitutes a valid and binding agreement enforceable against it in accordance with its terms.
ii) Except as expressly provided in this Agreement or as required by law, no Party makes any warranties or guarantees to the other, either express or implied, with respect to the Facility, the Program Management Services or any other subject matter of this Agreement, and, to the extent permitted by law, each Party disclaims and waives any implied warranties or warranties imposed by law.
j) Counterparts. The Parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be signed by the Parties and each counterpart shall be deemed an original instrument as against any Party who has signed it. k) Facsimile or Electronic Delivery. This Agreement may be duly executed and delivered by a Party by execution and facsimile or electronic format ( including portable document format (.pdf)) delivery of the signature page of a counterpart to the other Party, and, if delivery is made by facsimile or other electronic format, the executing Party shall promptly deliver, via overnight delivery, a complete original counterpart that it has executed to the other Party, but this Agreement shall be binding on and enforceable against the executing Party whether or not it delivers such original counterpart.
1) Dispute Resolution. In the event a dispute arises between the Parties regarding the application or interpretation of this Agreement, the aggrieved Party shall promptly notify the other Party of its intent to invoke this dispute resolution procedure within ten ( 10) Business Days after such dispute arises. If the Parties shall fail to resolve the dispute within ten ( 10) Business Days after delivery of such notice, each Party shall, within five ( 5) Business Days thereafter, nominate a senior officer of its management to meet at the Facility, or at any other mutually agreed location, to resolve the dispute. If the dispute remains unresolved within ten ( 10) Business Days after such a meeting has commenced, each Party, without further delay, shall have the right to pursue any and all remedies available at law or in equity. The pendency of any dispute under this Agreement shall not of itself relieve any Party of any duty to perform under this Agreement. m) Non -Recourse. Notwithstanding anything to the contrary provided in this Agreement, it is specifically understood and agreed that there shall be absolutely no personal liability on the part of any of the partners, members, shareholders, or affiliates of the Parties, or any oftheir respective directors, officers, employees, agents or representatives, ( each, a " Protected Person') for the payment of any amounts due or the performance of any other obligation of any Party under this Agreement. Each Party shall look solely to the assets of the other Parties for the satisfaction of each and every right or remedy under or in connection with this Agreement. In furtherance of the foregoing, Owner and Program Manager each agrees that it shall neither seek or obtain, nor be entitled to seek or obtain, any deficiency or other judgment against any Protected Person for any action or inaction under or in connection with this Agreement, and Owner and 8 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 Program Manager each releases all such Protected Persons from any such claims by Program Manager or Owner, as the case may be.

Signature Page Follows]
9 DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2 IN WITNESS WHEREOF, the parties have executed this Program Management Services Agreement as of the date first written above.

PROGRAM MANAGER:

City of Pico Rivera,
a California municipal corporation,
d/ b/a Pico Rivera Innovative Municipal
Energy
DtAxt,
ocuSigned by:

By: Ca v, al
Nam WeVeifgelemona
Title: City Manager
OWNER:

Participate. Energy LLC
a Delaware limited liability company
DocuSipnsd by:

By:

Nam . Etritfancltift9dman
Title: Managing Director
Signature Page to Program Management Agreement]
DocuSign Envelope ID: 66BEFD95- 6AE- 4328- 8E09- 458C438FD0F2

EXHIBIT A

PROGRAM MANAGEMENT SERVICES SCHEDULE
Program Management Services generally include all activities necessary or helpful to a) monitor and support and all permitting activities for any System; b) prepare materials and conduct communications and outreach to residential electric power customer in its service territory to promote the Program and to encourage the installation of Systems by its customers.
c) create a streamlined and integrated System permitting process allowing for faster System permitting;
d) effectively communicate with and guide Installer through the System permitting process to ensure shorter permitting timelines and to avoid any permitting delays; e) Effectively coordinate the System permitting process with all other governmental agencies involved;
0 To the extent legally permissible and reasonable, expedite permitting for any System To:

From:

Meeting Date:

CITY COUNCIL
Mayor and City Council
City Manager
August 1, 2023

AGENDA REPORT
Subject: APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL

ENERGY ( PRIME) POWER CHOICE SOLAR AND

BATTERY RESIDENTIAL PROGRAM
Recommendation:

1. Approve the Pico Rivera Innovative Municipal Energy ( PRIME) Power Choice Solar and Battery Program; and

2. Authorize the City Manager to negotiate and execute all contracts related to the PRIME Power Choice Solar and Battery Residential Program through a partnership with Participate. Energy, LLC and Tesla Energy Operations, Inc., in a form approved by the City Attorney.

Fiscal Impact:

There is no fiscal impact to the General Fund. The current program design calls for the City of Pico Rivera to collect a fee of $ 0. 40 per watt during the construction phase in connection with the required development services. The City will also receive a nominal operating service fee of $0.2 per kilowatt- hour (kWh) generated and $ 15. 00 per month for each Powerwall installed over the life of the program. The revenue generated from this program will be deposited into Account No. 560. 00.00- 47750 (General/ Demand and Collections).

Background:

On January 24, 2017, the City Council adopted Ordinance No. 1105, establishing a Community Choice Aggregation ( CCA) program: Pico Rivera Innovative Municipal Energy ( PRIME). PRIME began serving customers on September 1, 2017, with the promise to keep energy decisions local, increase the amount of locally supplied renewable energy to Pico Rivera residents, and provide price stability and long- term electricity cost savings and other benefits for the community. 15 CITY COUNCIL AGENDA REPORT — SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

At the March 28, 2023, City Council meeting, CalChoice and Participate. Energy (P. E.) presented a new program and potential partnership between the City, P. E., and Tesla— the PRIME Power Choice Program —to provide PRIME customers a residential solar and storage solution. At this meeting, the City Council had several questions, which staff indicated that they would bring back an item to the City Council for discussion and formal approval.

The responses to those questions are summarized below:

City Council Questions
Q. What would happen in the case of residents that have solar through a previous purchase or lease and want to participate in the Power Choice Program? A. The resident may have entered into a long- term lease, in which case the program would not be able to buy them out of the contract; however, if the systems are fully paid for, P. E. and Tesla are working to retrofit systems to allow for storage ( i.e., batteries).

Q. What is the process for a resident to sign up for the Power Choice Program.

A. This process is described in the " Facilitating Program Participation" Section below.

Q. The program offers no upfront costs, but are they stuck in a 25 -year loan? A. The "Transferability" Section below covers this question.

Q. It seems the homeowner is not financially responsible for the system, if so, explain.

A. The financial responsibility lies with the homeowner for this product, not the City or Prime. This is further explained in the " Customer Participation Agreement" below.

Q. How does this system work in the Time -of -Use ( TOU) environment, where energy is much more expensive during peak demand?
A. In the current TOU environment, customers can purchase energy at a low cost during off- peak hours when there is an abundance of solar energy supply; however, energy becomes more expensive due to limited energy supply and high demand during the evening hours. The Power Choice Program allows participants to use energy from solar panels during the day at $ 0. 145 kWh to power their homes and replenish the accompanying Tesla Powerwall at the same rate. During peak demand hours, the home will use the stored power at no additional cost since the cost was already captured at the time when the battery was charged.

Q. What are the percentage savings for a general customer if they participate in the Power Choice Program versus a traditional loan?
A. We have created " Table lb. Cost Benefit by Alternatives" to illustrate the costs considering having no equipment, purchasing equipment with cash or a loan, and participating in the PRIME Power Choice Program.

CITY COUNCIL AGENDA REPORT — SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

Q. In the scenario of heat waves, would residents be obligated to reduce energy usage? A. While all residents are encouraged to reduce energy usage during heatwave events, the Tesla solar and battery systems allow flexibility due to the system' sself- sustaining design. Electricity is produced from solar during daylight hours, which allows the homeowner to use said energy to power their home and store excess energy in batteries during daylight hours. The energy stored in the batteries can then be used during the evening, minimizing the homeowner' snegative impacts of heatwave events ( i.e., planned and unplanned power outages and conservation).

Discussion:

The Power Choice Program furthers the solar market' sdemocratization by allowing all residents to qualify through a no -consumer credit check process, zero upfront cost, and low energy rates. Historically, these programs have been primarily accessible to individuals with acceptable credit scores, limiting the benefits to those who can afford these systems. This program will allow all residents —through PRIME —access to energy savings and resiliency.

The subsequent sections below will elaborate on the key benefits to PRIME Customers.

Accessible solar financing and installation at $ 115 per month; Comprehensive integration with PRIME' sservices;
Access to backup power during emergency power shutoffs or blackouts; and Competitive and stable energy rates at $ 0. 145 kWh with a 1.9% annual escalator.

The Power Choice Program aims to address the impacts of State regulations, which have increased housing development costs and electricity consumers' bottom -line bills, by making solar and storage systems accessible through zero up -front cost turnkey solutions. California' sTitle 24 Building Energy Efficiency Standards and Time -of -Use TOU) rate structures are among the State regulations that have impacted housing development and energy bill costs.

Title 24 — Building Energy Efficiency Standards
Title 24 is a set of energy efficiency standards and regulations established by the California Energy Commission ( CEC) that requires —among other things —to incorporate renewable energy systems into buildings, such as solar photovoltaic ( PV) systems.

Changes to State regulations have impacted the types of cost- effective systems, such as Net Energy Metering ( NEM), a program and framework that compensates renewable energy system owners for the excess electricity they generate and feed back to the grid.

For example, NEM 2. 0 provided generous incentives to solar panel owners by compensating them for excess energy generated and fed to the grid. However, with the abundance of solar energy, the previously generous rates were no longer sustainable.

For this reason, the State implemented NEM 3. 0, which among other things, CITY COUNCIL AGENDA REPORT — SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

disincentivized solar panel -only systems and instead incentivized solar and battery storage systems.

Time - of -Use ( TOU) Rate Structure
The State structured electricity rates based on the time of day and season, also called Time -of -Use ( TOU) rates. The TOU rates were meant to change consumer behavior by encouraging energy consumption during off- peak hours ( i.e., 8 AM — 4 PM) to reduce the strain on the grid during peak demand hours ( i.e., 4 PM - 9 PM). In other words, the TOU rate structure maximizes energy usage during daylight when there is an abundance of solar energy. Conversely, the energy supply is limited during non -daylight hours when individuals return home from work, the regulations aim to discourage energy usage at this time by increasing electricity rates.

The TOU rates are primarily impactful in the summertime when the Southern California region is prone to heat waves, which cause households to increase energy usage to operate cooling systems. The increased usage and demand strain the grid which leads to blackouts. This situation also results in expensive electricity bills due to usage during peak demand hours and blackouts due to high energy demand pinned against a limited energy supply. The Power Choice Program addresses the dilemma through a localized residential solar and storage solution accessible to all PRIME customers.

The Power Choice Program entails several agreements between the program partners i.e., the City, P. E., and Tesla) and the program participant ( i.e., PRIME customers). The program is structured through several agreements that stipulate the roles and responsibilities, associated costs, and operation and maintenance. Below is a brief description of each agreement.

The Framework Agreement and New Home Builder Framework Agreement The Framework Agreement provides details on the structure of the agreement between the City, P. E., and Tesla; it describes the responsibilities of each partner.

Under the proposed program, the different partners would hold the following responsibilities:

P. E. is the financier responsible for funding, procuring, and managing the Power Choice Program, including ongoing operations.

Tesla manufactures solar and battery equipment and is responsible for designing, building, and installing residential roof solar and battery. Additionally, Tesla would be responsible for the operation and maintenance of the system during the life of the contract.

The City, through PRIME, will lend its creditworthiness to pursue an equitable process by ensuring that program participation is not subject to individual credit approvals. Additionally, PRIME will purchase the energy generated from solar and battery equipment and sell said energy to the program participant at a competitive CITY COUNCIL AGENDA REPORT — SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

rate. Finally, PRIME will support the program partners by marketing the Power Choice Program to Pico Rivera residents.

The New Home Builder Framework Agreement is between Tesla and a new home builder or developer. This agreement stipulates that the home builder or developer agrees to purchase solar and battery equipment directly from Tesla, and Tesla will supply the equipment to the developer in at least 21 days. It also covers the specifications the home builder must meet for Tesla to be able to design, install, and maintain solar and battery equipment.

Power Purchase, Program Management, and Program Support Agreements The Master Power Purchase Agreement ( PPA) between the City and P. E. stipulates that the City will purchase the energy that is generated from the behind -the -meter solar and battery systems while, in parallel, selling energy and battery services to the homeowners as part of the proposed PRIME Power Choice Program.

The proposed wholesale PPA rate from P. E. to the City is $ 0. 145 per kWh with a 1.9% escalator. Additionally, P. E. will pay a fee to the City consisting of the following:

0. 40 per watt during the construction phase ( i.e., design and installation of solar and battery system), the cost is captured in watts because, during this phase, there is no energy usage/ activity; therefore, an effective way to quantify energy is through the potential storage and total single output;
An operating service fee of $ 0.2 per kilowatt- hour (kWh) generated; and 15 per month for each Powerwall ( i.e., Tesla battery) installed over the life of the program.

Customer Participation Agreement
The Customer Participation Agreement between P. E., Tesla and PRIME customers consists of two ( 2) components:
1) The energy generation cost - Proposed at $ 0. 145 per kWh with a 1.9% annual escalator, and;
2) The monthly lease for the Tesla solar and battery system - Proposed at $ 115 per month for the first battery and $ 75 for each additional battery. The proposed term of each agreement is between 25- 30 years.

Program participants are responsible for " shade management," which entails maintaining the solar panels clear from obstructions, i.e., trees trimmed and washing dirt off the panels. However, P. E. and Tesla are responsible for monitoring and maintaining the systems at no cost to the customer. This includes no -cost replacement of batteries, which have an operating life of 10 years.

CITY COUNCIL AGENDA REPORT— SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

Transferability
The Customer Participation Agreement also addresses transferability. Should the program participant choose to sell their home, they would have two (2) options: 1) opt out of the program by purchasing the system before the sale of the home or 2) transfer the contract to the new homebuyer. Unlike common solar financing programs, the Power Choice Program does not require an underwriting process or securing the loan against the title of the property. Staff anticipates that a new buyer and participant will be inclined to carry on the contract due to Title 24 regulations which require energy efficiency solutions such as solar and storage systems. Moreover, the estimated electricity rates under this program are anticipated to be significantly lower than those not participating; these savings may be appealing to a homebuyer.

Equipment Cost Comparison
Staff conducted a cost analysis to compare the costs of owning a similar system through a loan against the Power Choice Program. Table 1 b below demonstrates the immediate and 25 -year cost burden for residents without a system, purchasing a system with cash or a loan, and participating in the PRIME Power Choice Program.

Table la. Cost of Tesla Solar and Powerwall — 616 kWh/ mo Average PRIME Customer Home Energy Need - 616kWh/ month = 7, 392kWh/ yr

4. 86 kW Solar Panels - 7, 334 kWh/ yr 14, 434
Powerwall ( 1) 14, 700
Solar & Powerwall Discount 3, 700)
System Price 25, 434
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CITY COUNCIL AGENDA REPORT - SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

Table 1 b. Cost Benefit by Alternatives
No System Cash Purchase Loan*
PRIME
Power
Choice
Upfront
Costs
Cash Paid 25, 434) 2, 543)
Fed. Tax Credits ( 30%)** 7, 630 7, 630
Sale of SREC 292 292
Total Cost After Savings 17, 512) 5, 379
Monthly
Costs
Loan Payment 244)
Power Choice Payment 115)
Energy from the System 89
Energy from the GRID 204) 2) 2) 2)
Total Monthly Cost 204) 2) 246) 206)
One -Time
Expense
Battery Replacement ( x2)
Maintenance 25, 900) 25, 900)
25 -Year Cost
Analysis
Projected 25 -Year System
Cost 43,12) 64, 432)
Projected 25 -Year Energy
Costs ( PRIME)
109, 300) 8, 268) 8, 268) 74, 301)
Total 25 -Year Cost 109, 300) 51, 680) 72,00) 74, 301)
Additional 25 -Year Energy Need Baseline 109, 300 109, 300 109, 300 109, 300 25 -Year Projected Net Energy Savings 0 57, 621 36, 600 34, 999 Assumes $ 2, 543 down payment, 180 -month term, 10% APR - will require customer to qualify.

Assumes homeowner can efficiently use tax credits
While the program solves many energy -related problems and increases accessibility to solar and storage systems, this program may not be the right solution for all PRIME customers. A program analysis reviewed rates and determined that customers consuming more than 616 kWh per month are likely to benefit from the program. The table below demonstrates a bill comparison between the potential programs available to Pico Rivera residents, assuming a baseline energy consumption of 616 kWh with one battery system installed.

Table 2. Enerav Program Rate Comparison at 616 kWh
Schedule D SCE - PRIME POWER PRIME FUTURE POWER CHOICE
Generation Rate $/ kWh 0. 15450 0. 15518 0. 16518 0. 14500 SCE Delivery Rate $/ kWh 0. 18211 0. 17681 0. 17681 0
Surcharges $/ kWh N/ A 0. 00020) 0. 00020) 115*
Total Costs $/ kWh 0. 33661 0. 33179 0. 34179 0. 33169
Avg. Mo. Bill $ 207. 35 204. 38 212. 54 204. 32
The $ 115 pertains to the monthly system lease.

Table 2 above demonstrates that households consuming at least 616 kWh per month will break even compared to existing rates. However, staff anticipates that energy rates will continue to increase in the following years; therefore, the gap between the Power Choice Program and the other programs will gradually increase.

CITY COUNCIL AGENDA REPORT — SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

Facilitating Program Participation
Customers interested in the Power Choice Program will experience a seamless participation process and have two ( 2) options:

1. Developers and homeowners interested in participating in the program will find program information on PRIME' swebsite and add basic home information to a fillable form. Once the form is completed, information will be sent directly to Testa, who will follow up with the customer.

2. Testa will enable ordering directly from the Tesla. com website. Testa will be responsible for all installation - related work, including permitting systems throughout the City.

The program participant will receive ongoing operations and maintenance through the life of the agreement at no additional cost by Testa. The benefits of this program to the customer have garnered notable interest, indicative of P. E. having approximately 300 participants.

Benefits to the City and PRIME
The Power Choice Program will benefit the City and PRIME operations in the following ways:

Environmental stewardship through increased localized renewable energy supply; Reduce stress on the grid to avoid power outages;
Meet State Renewable Portfolio Standard ( RPS) requirements, which mandate 100% renewable energy procurements by 2045;
Comply with State -mandated Resource Adequacy ( RA) requirements, which are monthly and annual thresholds established by the California Public Utilities Commission ( CPUC) to ensure that all load -serving entities ( energy providers), like PRIME, demonstrate sufficient power procured to meet peak demand; and May decrease the need to purchase unhedged RA supply during heat events that tend to be 40- 50% more expensive than hedged supply. Hedged energy refers to a strategy that entails the proactive purchase of energy ( e.g., a year or two ahead) to meet anticipated energy demands; this method allows PRIME to purchase energy at a competitive price. Conversely, unhedged energy refers to the purchase of energy during unplanned, high -demand events.

If approved, this will enable the City to generate the following fees from this program:
o $ 0. 40 per watt for each installation of solar and battery system o $ 0.2 kWh for the operating service fee; and
o $ 15 per month per Powerwall.

Program Risks
Staff analyzed the risks associated with the program and its proposed partner in terms of continuity and found minimal risks. Staff found that if P. E. ceases to exist:

CITY COUNCIL AGENDA REPORT— SPECIAL MEETING OF AUGUST 1, 2023

APPROVE THE PICO RIVERA INNOVATIVE MUNICIPAL ENERGY ( PRIME) POWER

CHOICE SOLAR AND BATTERY RESIDENTIAL PROGRAM

The equipment will continue to fulfill its purpose ( i.e., powering homes and batteries) since investments toward the systems are made upfront.

PRIME will continue to purchase and sell the energy as designed due to contract protections around bankruptcy and default ( i.e., Section 12 of the PPA).

Finally, staff found that the P. E. LLC created a separate entity, specifically for the PRIME Power Choice Program to ensure that programs or operations from other entities doing business with P. E. do not impact PRIME.

Alignment with City Council Goals
The proposed action meets the City' s Strategic Plan goals of the following:

Fiscal and Organizational Sustainability — Strategy 1. 2, "Identify and implement opportunities for financial efficiency."
Economic Development and Land Use - Strategy 2. 4, "Establish the City of Pico Rivera as an environmentally friendly, sustainable community that attracts green industries."
Health, Wellness and Safety — Strategy 4.3, "Maintain a clean, safe, attractive environment to sustain a high quality of life for residents," and Strategy 4., Promote healthy living to maintain a thriving population." Conclusion:

Staff recommends that the City Council approve the PRIME Choice Solar and Battery Residential Program and authorizes the City Manager to negotiate and execute the proposed PRIME Power Choice Solar and Battery Residential Program agreements in a form approved by the City Attorney.

Steve Carmona
SC: AG: VHF: smc
Enclosures: 1) Framework Agreement
2) Master Power Purchase Agreement
3) Program Management Agreement
4) Program Support Service Fee Agreement
5) Customer Participation Agreement
6) New Home Builder Framework Agreement
7) Customer Order and Program Terms
To: Mayor and City Council
From: City Manager
Meeting Date: November 12, 2024
Subject: SOFTWARE PROVIDER AGREEMENT WITH INSIGHT
PUBLIC SECTOR, INC., FOR THE LICENSING RENEWAL
OF THE MICROSOFT OFFICE 365 GOVERNMENT PLAN
FOR A 3-YEAR TERM
Recommendation:

1. Authorize the City Manager to execute a Software Provider Agreement with Insight Public Sector, Inc. (Insight), in a form approved by the City Attorney, for the 3-year licensing renewal of the Microsoft Office 365 (Office 365) Government Plan for the City, in an amount not-to-exceed $230,238; and

2. Authorize the City Manager or his designee to approve change orders in an amount not-to-exceed 15% of the total agreement amount, as needed for unforeseen add-on and/or program purchases.

Fiscal Impact:

The fiscal year (FY) 2024-25 General Fund (GL Account No. 100.20.6040-52805) Budget includes sufficient appropriations for software licensing. No additional appropriations are required at this time.

Background:

The City of Pico Rivera (City) has been operating under a Microsoft Enterprise Agreement (EA) since FY 2021-2022. This agreement necessitates a three-year commitment, and we are approaching the renewal phase. The EA encompasses comprehensive licensing for key Microsoft services, including cloud email through Office 365 and cloud document storage with OneDrive and SharePoint.

Renewing the EA will continue to offer several benefits: it simplifies version upgrades, helps manage overall program costs more effectively, and streamlines the invoicing process.

The purpose of this report is to seek City Council (Council) approval to enter into a threeyear agreement with Microsoft, through Insight, for the renewal of the Office 365 11 CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024 SOFTWARE PROVIDER AGREEMENT WITH INSIGHT PUBLIC SECTOR, INC., FOR THE LICENSING RENEWAL OF THE MICROSOFT OFFICE 365 GOVERNMENT PLAN FOR A 3-YEAR TERM

licenses in order to continue to provide the highest level of security, reliability, and mobility.

Discussion:

Office 365 is a suite of services provided by Microsoft that includes email hosting, secure cloud file storage, videoconferencing and chat capabilities, web-based versions of familiar office productivity applications (Microsoft Word, PowerPoint, Excel), and upgraded versions of the office desktop applications for users who require advanced functionality.

The suite also offers a series of information compliance features, including eDiscovery, legal hold, auditing and automated records management. In addition to being the natural evolution of the Microsoft Office productivity suite, the City also verified that it meets all our core requirements with regards to information and records management and compliance.

With Council’s approval, we will proceed with the three-year renewal under a “cooperative or piggyback” procurement, as allowed pursuant to the County of Riverside’s Microsoft Master Enterprise Agreement No. 8084445. This agreement permits government agencies to select a qualified vendor from an approved list, ensuring access to contract pricing at the highest discount level available for government entities.

Procurement
The Pico Rivera Municipal Code Section 3.20.030 (“Exemption from chapter application”) allows for procurement of purchases to be made by, through or in concert with another public agency provided the other public agency makes such purchase in accordance with the state laws or local rules and regulations governing such purchase for the other public agency. Staff researched various Microsoft Office 365 licensing options and found a competitive bid process for this licensing had recently been undergone by the County of Riverside. The County of Riverside issued a bid in 2019, requesting for quotes for County-wide Microsoft licenses. The Request for Quotation (RFQ) was viewed by 47 companies and the County received bids from 10 responsive licensing solution providers. In 2019, the County of Riverside approved a Microsoft Enterprise agreement with 10 licensing solution providers, including Insight. Insight was selected as part of the 10 licensing solution providers.

Vendor 1 Year Cost 3 Year Cost
Insight $76,746 $230,238

The agreement is based off the County of Riverside’s Microsoft Contract bid pricing offered to cities and counties in California for Microsoft purchases. The vendor, Insight Public Sector, has extended the pricing under the County of Riverside Master Agreement No. 8084445 (Enclosure 2) to the City for an annual licensing fee of $76,746 per year for three (3) years.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024 SOFTWARE PROVIDER AGREEMENT WITH INSIGHT PUBLIC SECTOR, INC., FOR THE LICENSING RENEWAL OF THE MICROSOFT OFFICE 365 GOVERNMENT PLAN FOR A 3-YEAR TERM

Additional Features of the New Agreement
Power Automate:

In addition to the productivity applications previously mentioned, we are also incorporating Microsoft Power Automate into our subscription. This powerful tool enables users to design and implement automated workflows, streamlining repetitive and time-consuming tasks within Microsoft Office 365. By leveraging Power Automate, users can significantly enhance operational efficiency, reduce manual intervention, and ensure consistent, errorfree execution of routine processes across various applications and services.

Other add-on and/or programs:

The City is allocating an additional 15% contingency funding to facilitate the potential purchase of other add-on and/or programs such as Microsoft Copilot when they become available and deemed necessary.

Microsoft Copilot serves as an intelligent assistant integrated into Microsoft Office applications such as Word and Excel. It enhances productivity by providing suggestions, generating text, creating summaries, and automating various tasks. This tool streamlines the process of working with documents and spreadsheets, effectively functioning as a collaborative partner that assists in brainstorming and alleviates the workload. At this time, pricing, availability and other related costs are not officially available.

Conclusion:

Staff recommends that the City Council authorize the City Manager to execute a Software Provider Agreement with Insight Public Sector, Inc., for the renewal of the Microsoft Office 365 Government Plan. This renewal, in an amount not-to-exceed $230,238, will cover the City’s licensing for the next three (3) years. Additionally, staff recommends authorizing the City Manager or designee to approve necessary change orders up to 15% of the total agreement for any unforeseen add-ons or program requirements.

Steve Carmona
SC:JG:KL:ep
Enclosures: 1) Software Purchase Agreement/Exhibit A
2) Licensed Support Provider Agreement No. ITARC-00930
3) County of Riverside Staff Report
AGREEMENT NO.

SOFTWARE PURCHASE AGREEMENT

BETWEEN THE CITY OF PICO RIVERA AND
INSIGHT PUBLIC SECTOR, INC.

1. IDENTIFICATION
THIS SOFTWARE PURCHASE AGREEMENT (“Agreement”) is entered into by and between the City of Pico Rivera, a California municipal corporation (“City”) and Insight Public Sector, Inc., (“Vendor”). City and Vendor 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 software from Vendor for their Office 365 Government Plan 3-year subscription.

2.2 Vendor represents that it is fully qualified to resell such software by being a Large Account Reseller (“LAR”). Vendor further represents that it is willing to accept responsibility for reselling such software in accordance with the terms and conditions set forth in this Agreement.

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

3. DEFINITIONS

3.1 “Independent Contractor”: Microsoft shall act as an “Independent Contractor” to Vendor to provide required licenses as they are the Contractor and Vendor is their LAR.

When references are made to the “Contractor” providing software or required documents under the Agreement, this shall be construed to mean the Independent Contractor.

However, the Independent Contractor is not a signatory to this Agreement only the Vendor.

3.2 “Scope”: Such software as set forth in the Vendor’s October 25, 2024, proposal to City attached hereto as Exhibit “A” (Agreement #ITARC-00930) and incorporated herein by this reference.

3.3 “Approved Fee Schedule”: Such compensation rates as are set forth in the Vendor’s October 25, 2024, proposal to City attached hereto as Exhibit “A.”

3.4 “Commencement Date”: November 10, 2024

3.5 “Expiration Date”: November 11, 2027
11a
Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

3.6 “Contract Documents”: Includes (and listed in the following order of preference): (1) this Agreement and its relevant attachments, (2) the County of Riverside cooperative agreement and related procurement documents related to Insight Public Sector, Inc., Agreement No. ITARC-0090; and (3) Insight 365 Quote dated October 25, 2024.

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

5. VENDOR SOFTWARE

5.1 Vendor shall provide the software identified in the Scope. City shall have the right to request, in writing, changes in the Scope. 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 Vendor under this Agreement exceed the sum of $230,238. Two Hundred and Thirty Thousand Two Hundred and Thirty-Eight Dollars, unless specifically approved in advance, in writing, by City.

6. COMPENSATION

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

6.2 Vendor shall submit to City an invoice, at yearly anniversary per the Scope or less frequently, for the software provided pursuant to this Agreement. Each invoice shall itemize the software rendered during the billing period and the amount due. Within ten (10) business days of receipt of each invoice, City shall notify Vendor 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 Vendor.

6.3 Any software outside of the Scope will require a new quote from Vendor and an amendment to this Agreement or a new Agreement.

7. COMPLIANCE WITH LAWS
Vendor 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 Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

software purchased under this Agreement. The Vendor shall at all times comply with such laws, ordinances, codes and regulations. Without limiting the generality of the foregoing, if Vendor is an out-of-state corporation or LLC, it must be qualified and registered to do business in theState 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 Vendor to comply with this Section.

8. CONFLICT OF INTEREST
Vendor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the software to be provided by Vendor under this Agreement, or which would conflict in any manner with the software hereunder.

9. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material (“written products”) Vendor execution of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Vendor 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 Vendor. If any state, federal, or local law requires mandatory copyright protection for Vendor’s work product, City shall comply with such laws to the extent feasible.

10. INDEPENDENT CONTRACTOR

10.1 Vendor is, and shall at all times remain as to City, a wholly independent contractor. Vendor 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 Vendor or any of Vendor’s employees, except as set forth in this Agreement. Vendor shall not at any time represent that it is, or that any of its agents or employees are, in any manner employees of City.

10.2 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 Vendor or Vendor’s employees except as set forth in this Agreement.

10.3 City shall have no direct or indirect control over Vendor’s employees or subVendors with respect to wages, hours, and working conditions. In addition, City shall not deduct from the Compensation paid to Vendor 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 Vendor, Vendor’s employees or sub-Vendors.

City shall have no responsibility to provide Vendor, its employees or sub-Vendors with workers’ compensation insurance or any other insurance.

Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

11. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Vendor or provided for execution of this Agreement are deemed confidential and shall not be disclosed by Vendor 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.

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

13. INDEMNIFICATION

13.1 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 execution 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. Vendor acknowledges that City would not enter into this Agreement in the absence of Vendor’s commitment to indemnify and protect City as set forth herein. Notwithstanding the foregoing, to the extent Vendor's software 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 Vendor.

13.2 To the full extent permitted by law, Vendor 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 Vendor or any of its officers, employees, servants, agents, or subVendors in the execution of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Vendor fees. Notwithstanding the foregoing, to the extent Vendor's Software 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 Vendor.

13.3 City shall have the right to offset against the amount of any compensation due Vendor under this Agreement any amount due City from Vendor as a result of Vendor’s failure to pay City promptly any indemnification arising under this Section 15 or related to Vendor’s failure to either: (i) pay taxes on amounts received Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

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

13.5 Vendor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 15 from each and every subVendor or any other person or entity involved by, for, with or on behalf of Vendor in the execution of this Agreement. In the event Vendor fails to obtain such indemnity obligations from others as required herein, Vendor 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 Vendor’s sub-Vendors or any other person or entity involved by, for, with or on behalf of Vendor in the execution of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice and expert witness fees and Vendor fees.

13.6 City does not, and shall not, waive any rights that it may possess against Vendor 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.

13.7 PERS ELIGIBILITY INDEMNITY. In the event that Vendor or any employee, agent, or sub-Vendor of Vendor providing software 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, Vendor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Vendor or its employees, agents, or sub-Vendors, 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, Vendor and any of its employees, agents, and sub-Vendors 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.

Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

14. INSURANCE

14.1 During the term of this Agreement, Vendor 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 Vendor’s execution of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:

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

14.1.1.1 Premises, operations, and mobile equipment

14.1.1.2 Products and completed operations

14.1.1.3 Broad form property damage (including completed operations)

14.1.1.4 Explosion, collapse, and underground hazards

14.1.1.5 Personal Injury

14.1.1.6 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 Vendor’s work under this
Agreement.); and Five Million Dollars ($5,000,000)
umbrella or excess liability.

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

14.1.3 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.

14.1.4 Professional Liability Insurance against errors and omissions in the provision of software 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.

14.2 Vendor shall require each of its sub-Vendors, if any, to maintain Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

insurance coverage that meets all of the requirements of this Agreement.

14.3 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.

14.4 Vendor 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 Vendor’s expense, the premium thereon.

14.5 At all times during the term of this Agreement, Vendor 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. Vendor shall, prior to commencement of work under this Agreement, file with City’s Risk Manager such certificate(s).

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

14.7 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. Vendor 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.

14.8 The general liability and automobile policies of insurance provided by Vendor 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 Vendor’s insurance and shall not contribute with it.

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

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

14.11 Procurement of insurance by Vendor shall not be construed as a limitation of Vendor’s liability of full duties to indemnify, hold harmless and defend under Section 13 of this Agreement.

Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

14.12 If Vendor 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 Vendor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

15. MUTUAL COOPERATION

15.1 City shall provide Vendor with all pertinent data, documents and other requested information as is reasonably available to City for the proper execution of Vendor’s software under this Agreement.

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

16. RECORDS AND INSPECTIONS
Vendor 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.

17. 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 Vendor’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 Vendor:

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

Pico Rivera, California 90660-1016
Facsimile: (562) 801-4765
Esther Chen, IPS SLED
Account Executive
2701 E. Insight Way
Chandler, AZ 85286
(301) 233-2392
[email protected]
With a courtesy copy to:

Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

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

18. SURVIVING COVENANTS
The Parties agree that the covenants contained in Sections 11, 13 and Paragraph

15.2 of Section 15, of this Agreement shall survive the expiration or termination of this Agreement.

19. TERMINATION

19.1. City shall have the right to terminate this Agreement for any reason on five (5) calendar days’ written notice to Vendor. Vendor 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. Vendor agrees that in the event of such termination, City’s obligation to pay Vendor shall be limited to payment only for those software satisfactorily rendered, as solely determined by the City, prior to the effective date of termination. Vendor 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.

19.2 If City terminates this Agreement due to no fault or failure by Vendor, then Vendor shall be paid for the software in the current calendar year. In no event shall Vendor be entitled to receive more than the amount that would be paid to Vendor for the full execution of this Agreement.

20. ASSIGNMENT
Vendor 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 Vendor.

21. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY

21.1 In the execution of this Agreement, Vendor shall not discriminate against any employee, sub Vendor, 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. Vendor will take affirmative action to ensure that sub Vendors, 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.

Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

Vendor will, in all solicitations or advertisements for employees placed by or on behalf of Vendor 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.

21.2 Vendor 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.

22. WARRANTIES

22.1 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 execute under this Agreement.

22.2 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.

22.3 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.

23. CAPTIONS

23.1 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.

23.2 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).

24. NON-WAIVER
Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

24.1 The waiver by City or Vendor 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 Vendor 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 Vendor, 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 Vendor unless in writing.

24.2 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.

24.3 Vendor shall not be liable for any failure to execute if Vendor 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 Vendor.

25. 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.

26. 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.

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

Software Purchase Agreement
INSIGHT PUBLIC SECTOR, INC.

28. 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.

29. 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 Vendor 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 Vendor.

TO EFFECTUATE THIS AGREEMENT, the Parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “CITY” “VENDOR”
CITY OF PICO RIVERA INSIGHT PUBLIC SECTOR, INC.

Steve Carmona, City Manager Erica Falchetti, Director, Public Sector Dated: Dated:

ATTEST: APPROVED AS TO FORM:

Cynthia Ayala, City Clerk Arnold M. Alvarez-Glasman, City Attorney Dated: Dated:
10/28/2024 Page 1 of 1
City of Pico Rivera
Quotation: 1024-PicoRivera-Budgetary-Renewal-V3-MSEA-FA Subscription Start Date: 1/1/2025 Date: October 25, 2024 Subscription End Date: 12/31/2027 Enrollment: TBD
Contract: ITARC-00930
Year One: 12 Months 12
Part Number Item Name Level Purchase Period Pool Product Type Quantity Term Price Extended Price Enterprise Products
U4S-00002 O365 G1 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 70 $103.17 $ 7,221.90 AAA-11894 O365 G3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 275 $247.13 $ 67,960.75 Additional Products
SFR-00001 Power Automate GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 8 $161.17 $ 1,289.36 7MS-00001 Project P3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 1 $273.99 $ 273.99 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on D Non-Specific Servers Monthly Subscriptions-VolumeLicense 345 $0.00 $ - 12 Month Total: $ 76,746.00
Year Two: 12 Months 12
Enterprise Products
U4S-00002 O365 G1 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 70 $103.17 $ 7,221.90 AAA-11894 O365 G3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 275 $247.13 $ 67,960.75 Additional Products
SFR-00001 Power Automate GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 8 $161.17 $ 1,289.36 7MS-00001 Project P3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 1 $273.99 $ 273.99 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on D Non-Specific Servers Monthly Subscriptions-VolumeLicense 345 $0.00 $ - 12 Month Total: $ 76,746.00
Year Three: 12 Months 12
Enterprise Products
U4S-00002 O365 G1 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 70 $103.17 $ 7,221.90 AAA-11894 O365 G3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 275 $247.13 $ 67,960.75 Additional Products
SFR-00001 Power Automate GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 8 $161.17 $ 1,289.36 7MS-00001 Project P3 GCC Sub Per User D Non-Specific Servers Monthly Subscriptions-VolumeLicense 1 $273.99 $ 273.99 NYH-00001 Teams AC with Dial Out US/CA GCC Sub Add-on D Non-Specific Servers Monthly Subscriptions-VolumeLicense 345 $0.00 $ - 12 Month Total: $ 76,746.00
36 Month Total: $ 230,238.00
Confidential. EA Monthly Subscriptions Thank you for the opportunity to quote.

Exhibit A
11b

11c
To: Mayor and City Council
From: City Manager
Meeting Date: November 12, 2024
Subject: SLAUSON AVENUE COMPLETE STREET STUDY

IMPLEMENTATION AGREEMENT WITH GATEWAY

CITIES COUNCIL OF GOVERNMENT (NONCIP PROJECT
NO. 30061)
Recommendation:

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

2. Amend the fiscal year (FY) 2024-25 Adopted Budget by appropriating $30,000 in Proposition C Funds (Fund 206) to Account No. 206.70.7300.54500- NonCIP30061.

Fiscal Impact:

An appropriation in the amount of $30,000 in Proposition C Funds (Fund 206) to Account No. 206.70.7300-54500.NonCIP30061 is needed to cover the City’s contribution and project administration of the Slauson Avenue Complete Street Study (Project). There is no fiscal impact to the General Fund for this Project.

The following expenditures are anticipated for the study:

DESCRIPTION AMOUNT
City Contribution to Study (1.86 miles) $7,552
Corridor Evaluation/Analysis Review $9,000
Review of Alternatives $7,000
Project Management and Administration $6,448
TOTAL $30,000
12 CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

APPROVE SLAUSON AVENUE COMPLETE STREET STUDY IMPLEMENTATION

AGREEMENT WITH GATEWAY CITIES COUNCIL OF GOVERNMENT (NONCIP PROJECT NO. 30061)

Discussion:

Slauson Avenue is a major east-west travel corridor through the Gateway Cities subregion, from the easterly end at Santa Fe Springs Road in the cities of Santa Fe Springs and Whittier to the westerly end at Wilmington Avenue in the City of Huntington Park, for a total of 12.34 miles. The Slauson Avenue Corridor connects the cities of Santa Fe Springs, Whittier, Unincorporated Los Angeles County, Pico Rivera, Montebello, Commerce, Bell, Maywood, Huntington Park, and Vernon.

The Gateway COG has coordinated with the affected cities to discuss the feasibility of establishing a multi-jurisdictional “Complete Streets” model within the Slauson Avenue Corridor. The purpose of the improvements is to relieve traffic congestion and enhance active transportation opportunities in the neighboring communities. The study will evaluate and analyze Slauson Avenue as a “complete street”, subject to local conditions and preferences. A plan would enhance the corridor’s eligibility for construction funding opportunities that individual cities or a consortium of cities along the corridor could pursue.

The Corridor Study will look at all modes of transportation, including automobiles, trucks, transit, bicycles, and pedestrians that travel along the Corridor, as well as aesthetic treatments.

The Slauson Avenue Complete Street Study would be the eighth arterial Complete Streets Corridor Study being advanced under this program of the Gateway COG, of which three (3) are within the City of Pico Rivera’s boundaries. The Gateway COG previously approved a prioritization process that has resulted in studies on Artesia Boulevard, Lakewood/Rosemead Boulevard, Atlantic Boulevard, Alondra Boulevard, Florence Avenue, Imperial Highway and Telegraph Road.

The consensus of the cities and County representatives was to move forward with a study to be performed by Gateway COG’s consultant engineers. The estimated cost of the study is approximately $185,100.00, and it is expected to take one year to complete.

The study will be partially funded by the participating agencies under a formula based on the linear miles of Slauson Avenue within each jurisdiction. The remaining portion of the project is paid for by Metro.

Each of the participating agencies will sign an Implementation Agreement with Gateway COG. The form of the Implementation Agreement, which is similar to the agreements used for the previous arterial corridor studies (Enclosure 1), includes the respective assessments to be paid by the participating agencies. The contribution for the City of Pico Rivera was identified at $7,552.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

APPROVE SLAUSON AVENUE COMPLETE STREET STUDY IMPLEMENTATION

AGREEMENT WITH GATEWAY CITIES COUNCIL OF GOVERNMENT (NONCIP PROJECT NO. 30061)

Conclusion:

Staff recommends City Council approve the Slauson Avenue Complete Street Study Implementation Agreement and appropriate 30,000 in Proposition funds (Fund 206) to Account No. 206.70.7300-54500-NonCIP30061 to fund the project.

Steve Carmona
SC:NN:KG:np
Enclosure: 1) Implementation Agreement
AGREEMENT NO. _____

SLAUSON AVENUE COMPLETE STREET STUDY

IMPLEMENTATION AGREEMENT

BETWEEN GATEWAY CITIES COUNCIL OF GOVERNMENTS

AND CITY OF PICO RIVERA

THIS SLAUSON AVENUE COMPLETE STREET STUDY IMPLEMENTATION AGREEMENT (“Agreement”) is made and entered as of the 12th day of November, 2024, by and between the Gateway Cities Council of Governments, a California joint powers authority (“GCCOG”) and the City of Pico Rivera, a California municipal corporation (“City”), individually a “Party” and collectively, the “Parties”.

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

Section 1. Findings. This Agreement is made and entered into with respect to the following facts:
(a) Slauson Avenue is a major east/west arterial corridor through the Gateway Cities subregion from Santa Fe Springs Road in the Cities of Santa Fe Springs and Whittier west to Wilmington Avenue in the City of Huntington Park for a total of 12.34 miles.
(b) Slauson Avenue carries a significant amount of traffic, particularly in relieving heavy traffic volumes along the I-710, I-605, and I-5 freeways, which it crosses at varying points.
(c) The City, along with other agencies through which the Slauson Avenue Corridor (“Corridor”) runs, is desirous of establishing a “Complete Streets” study for a subregional arterial corridor plan for this major Corridor to relieve traffic congestion and to enhance active transportation opportunities in the neighboring communities, and for GCCOG to coordinate and implement such a study (“Slauson Avenue Complete Street Study” or the “Study”). (d) The development of the Study would position the participating agencies to apply for, and receive, federal, state, and regional funding for improvement of the Corridor.
(e) Section 21 of Joint Exercise of Powers Agreement of the Gateway Cities Council of Governments, to which the City is a signatory, provides that when authorized by the Board of Directors, affected Members may execute an implementation agreement for the purpose of authorizing GCCOG to implement, manage and administer area-wide and regional programs in the interest of the local public welfare, and that the costs incurred by such program, including indirect costs, shall be assessed only to those members who are parties to an implementation agreement.

ENCLOSURE 1
12a
Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Section 2. Implementation of Slauson Avenue Complete Street Study. To the fullest extent of its authority, the City authorizes GCCOG to implement and initiate the Slauson Avenue Complete Street Study, including any initial feasibility studies required to coordinate with other transportation studies. Further, the City authorizes GCCOG to request funding from and to partner with other public agencies for the Slauson Avenue Complete Street Study (including, but not limited to, Caltrans, SCAG, and Metro).

Section 3. Scope of Work. The Scope of Work to be performed for the Study under this Agreement is described in Attachment A attached hereto and incorporated by this reference.

Section 4. Assessment for Proportional Costs of Study. The City agrees to pay to GCCOG upon execution of this Agreement an assessment in the amount set forth in Attachment A for City’s proportional share of the projected costs of the Study.

Section 5. Committees.
(a) Slauson Avenue Complete Street Study Committee. There is hereby established a committee to be known as the Slauson Avenue Complete Street Study Committee. The Slauson Avenue Complete Street Study Committee shall consist of an elected member of the legislative body of each agency that has entered into a Slauson Avenue Complete Street Study Implementation Agreement with GCCOG, designated by the respective legislative bodies. The Slauson Avenue Complete Street Study Committee will work in coordination with the Slauson Avenue Complete Street Study Technical Advisory Committee to provide policy assistance, guidance, and direction to GCCOG regarding the Study. All members of the Slauson Avenue Complete Street Study Committee shall receive a stipend of one hundred dollars ($100) for attendance at each meeting.
(b) Slauson Avenue Complete Street Study Technical Advisory Committee.

There is hereby established a committee to be known as the Slauson Avenue Complete Street Study Technical Advisory Committee. The Slauson Avenue Complete Street Study Technical Advisory Committee shall consist of a staff representative of each agency that has entered into an Slauson Avenue Complete Street Study Implementation Agreement with GCCOG, designated by the City Manager or, for the County of Los Angeles, the appropriate designating authority. Such designated representative shall be the Public Works Director or other employee or consultant with relevant technical knowledge. The Slauson Avenue Complete Street Study Technical Advisory Committee shall report to and receive direction from the Slauson Avenue Complete Street Study Committee.

Section 6. Meetings. All regular, adjourned, and special meetings of the committees established by this Agreement shall be called and conducted in accordance with the Ralph M. Brown Act, Government Code Section 54950 et seq., as amended from time to time.

Section 7. Defense and Indemnification.

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

(a) To the fullest extent permitted by law, each Party (“Indemnifying Party”) mutually agrees to defend, indemnify, and save and hold harmless the other Party, its officials, officers, agents, employees, and volunteers (“Indemnified Party”) from and against any claim, loss, liability, damage, lawsuit, cost, or expense (“Claim”) that arises out of, or is any way related to, the performance of this Agreement and attributable to the acts or omissions of the Indemnifying Party. This obligation extends, without limitation, to any injury, death, loss, or damage which occurs in the performance of the Agreement. Each Party certifies that it has adequate self-insured retention of funds to meet any obligation arising from this Agreement, and it shall continue to maintain such funds throughout the term of this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to require any Party to defend and indemnify the other Party from any Claim arising from the sole negligence or willful misconduct of the other Party. Nothing in this section shall be construed as authorizing an award of attorney fees in any action on or to enforce the terms of this Agreement. This obligation shall apply to all Claims and liability regardless of whether any insurance policies are applicable. Any policy limits shall not act as a limitation upon the amount of defense or indemnification to be provided. (b) At its sole discretion, the Indemnified Party may participate at its own expense in the defense of any claim, action or proceeding, but such participation shall not relieve the Indemnifying Party of any obligation imposed by this Agreement. The Parties shall notify each other promptly of any claim, action or proceeding and cooperate fully in the defense. The Parties agree to defend themselves from any claim, action or proceeding arising out of the concurrent acts or omissions of each Party. In such cases, the Parties agree to retain their own legal counsel, bear their own defense costs, and waive their right to seek reimbursement of such costs. Where a trial verdict or arbitration award allocates or determines the comparative fault of the Parties, the Parties may seek reimbursement and/or reallocation of defense costs, settlement payments, judgments and awards, consistent with such comparative fault.

Section 8. Notices. Any notice required to be given or delivered by any provision of this Agreement shall be deposited in any United States Post Office, registered or certified, postage prepaid, addressed as set forth below, and shall be deemed to have been received by the Party to whom the same is addressed at the expiration of seventy two (72) hours thereafter.

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Written notice shall be directed as follows unless a Party provides written notice of change of address for notices:

To GCCOG: Gateway Cities Council of Governments
16401 Paramount Boulevard
Paramount, CA 90723
Attention: Executive Director
To City: City of Pico Rivera
6615 Passons Boulevard
Pico Rivera, CA 90660
Attention: Steve Carmona, City Manager
Section 9. Waiver. Waiver by a party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Agreement.

Section 10. Law to Govern; Venue. This Agreement shall be interpreted, construed, and governed according to the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.

Section 11. Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Section 12. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. This Agreement may be amended as agreed upon by the Parties in writing.

Section 13. Severability. If any term, provision, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).

Section 14. Attorneys’ Fees. In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to an award of reasonable fees, costs and expenses, in addition to any other relief to which it may be entitled.

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Section 15. Successors. This Agreement shall be binding upon and inure to the benefit of any successor of a Party.

Section 16. Assignment and Delegation. Neither Party shall assign any rights nor delegate any duties under this Agreement without the written consent of the other Party.

Section 17. Counterparts. This Agreement may be executed in one or more counterparts, all of which together shall constitute a single agreement, and each of which shall be an original for all purposes.

Section 18. Execution. The persons executing this Agreement on behalf of the Parties warrant and represent that they have the authority to execute this Agreement on behalf of the Parties and have the authority to bind the Parties to the provisions of this Agreement.

Section 19. Electronic Signatures. The Parties acknowledge and agree that execution of this Agreement by electronic signatures or electronic transmittal of signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the day and year first written above.

CITY OF PICO RIVERA GATEWAY CITIES COUNCIL OF

GOVERNMENTS
By: _________________________ By: _____________________________ Steve Carmona, City Manager Vilma Cuellar Stallings, President Dated: _______________________ Dated: ___________________________ APPROVED AS TO FORM: APPROVED AS TO FORM:
_____________________________ _____________________________ Arnold M. Alvarez-Glasman Ivy M. Tsai, General Counsel
ATTEST: ATTEST:

By: ___ By: ______________________________
Cynthia Ayala, City Clerk Hector De La Torre, Secretary Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Attachment ASlauson Avenue Complete Street Study
Scope of Work and Budget
Gateway Cities Council of Governments

SCOPE OF WORK
Project Funding:

PROJECT ITEM
Grant funds
(LACMTA )
LOCAL
AGENC
Y
TOTAL
Planning, Design,
Engineering $135,000 $50,100 $185,100
TOTAL BUDGET COST $135,000 $50,100 $185,100
Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Project Cost, including Overall Funding, by Jurisdiction:

The following tables include the linear distance of the Corridor by jurisdiction, and a funding cost summary. Based on past Complete Streets efforts, and overall cost was developed for the project. The GCCOG coordinated with Metro to provide a grant in the total amount of $135,000 for Slauson Avenue. To fully fund the project, this Implementation Agreement includes a 27% match, which is defined in the table below under the “Portion Paid by City” column, to fully fund the overall project scope of work totaling $185,100.

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Schedule:

The Gateway Cities Council of Governments (GCCOG) proposes to complete the Slauson Avenue Complete Street Evaluation and Master Plan over the period of approximately 1 year, with an anticipated kick off on July 1, 2024.

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

Project Map:

Implementation Agreement

GATEWAY CITIES COUNCIL OF GOVERNMENTS

To: Mayor and City Council
From: City Manager
Meeting Date: November 12, 2024
Subject: A MEMORANDUM OF UNDERSTANDING BETWEEN

THE CITY OF PICO RIVERA AND THE PART-TIME
SERVICE EMPLOYEES’ INTERNATIONAL UNION,
LOCAL 721 FOR A THREE-YEAR TERM, JULY 1, 2024
THROUGH JUNE 30, 2027
Recommendation:

1. Approve a Memorandum of Understanding (MOU) between the City of Pico Rivera and the Service Employees International Union (SEIU), Local 721 Part-time Unit for a three-year period (July 1, 2024 - June 30, 2027).

Fiscal Impact:

The "Discussion" section of this agenda report lists the negotiated items updated in the successor MOU should the City Council approve it. Some of the negotiated items have associated costs. Those items having a direct fiscal impact to the City during the term of the MOU are described more fully below. The estimated total cost of this three-year package is $433,708.

Discussion:

Management began meeting with the employees represented by SEIU part-time unit in March 2024 to discuss a successor MOU to the current one, which expired on June 30, 2024. City Management and the SEIU part-time unit representatives met to negotiate new MOU terms. Negotiations were successful and both sides agreed to terms for a new MOU.

Management conferred with the City Council in closed session throughout the negotiations process (as evidenced in City Minutes) to discuss the negotiations, provide costing estimates, and solicit feedback from the City Council. Direction was provided to management concerning the various negotiated items.
13 CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF PICO RIVERA AND THE PART-TIME SERVICE EMPLOYEES’ INTERNATIONAL UNION, LOCAL 721 FOR A THREE-YEAR TERM, JULY 1, 2024 THROUGH JUNE 30, 2027

The list of new terms agreed upon between management and SEIU Part-time unit for the subsequent MOU are listed below:

1. Term - 3 Years (July 1, 2024 through June 30, 2027)

2. Salaries - Cost of Living Adjustment ("COLA")
a. 4% COLA effective first full pay period in July 1, 2024 b. 3% COLA effective first full pay period in July 1, 2025 c. 3% COLA effective first full pay period in July 1, 2026

3. Footwear Allowance
Increase footwear allowance from $200/pair to $250/pair, for a maximum of two pairs per year.

4. Sick hours
Increase sick hours per state law from 24 to 40 hours per fiscal year.

The estimated total cost of this proposed MOU over three years is based on the current SEIU Part– time unit members’ hourly wages as well as any benefits or additional pays tied to said wages.

Overall negotiations were positive and the SEIU Part-time unit members and management feel this proposed MOU fairly compensates employees while simultaneously improving the work environment in the City of Pico Rivera.

Steve Carmona
SC:AG:KS:nk
Enclosures: 1) Memorandum of Understanding

MEMORANDUM OF UNDERSTANDING
Between

CITY OF PICO RIVERA
and
SERVICE EMPLOYEES INTERNATIONAL UNION, LOCAL 721

PART-TIME UNIT
July 1, 2024, through June 30, 2027
Enclosure 1
13a
Table of Contents
Article 1 Preamble ................................................................................................... 1 Article 2 Prior and Existing Conditions..................................................................... 2 Article 3 Recognition................................................................................................ 2 Article 4 Non-Discrimination Clause ........................................................................ 2 Article 5 Hourly Wages / Compensation .................................................................. 2 Article 6 Classification System................................................................................. 3 Article 7 Benefits...................................................................................................... 4 Article 8 Holidays..................................................................................................... 4 Article 9 Annual leave .............................................................................................. 4 Article 10 General Bereavement................................................................................ 5 Article 11 Jury Duty.................................................................................................... 5 Article 12 Request for Time Off and Tardiness.......................................................... 6 Article 13 Sick Leave ................................................................................................. 6 Article 14 Option to Cash Out Leave Hours............................................................... 7 Article 15 Longevity Bonus ........................................................................................ 8 Article 16 Veterans Credits ........................................................................................ 8 Article 17 Promotional Opportunities ......................................................................... 8 Article 18 Lay-Off Provisions ..................................................................................... 9 Article 19 Mandatory Drug Testing ............................................................................ 9 Article 20 Certifications …………………………………………………………………...10 Article 21 Uniforms .................................................................................................. 10 Article 22 Joint Labor-Management Committee....................................................... 11 Article 23 Safety Committee .................................................................................... 11 Article 24 Termination Notification ........................................................................... 11 Article 25 Performance Reviews.............................................................................. 12 Article 26 Union Business........................................................................................ 12 Article 27 Overtime .................................................................................................. 13 Article 28 Grievance Procedure............................................................................... 13 Article 29 Deductions............................................................................................... 13 Article 30 New Employee Orientation ...................................................................... 15 Article 31 Management Rights Clause..................................................................... 15 Article 32 Term and Effect ....................................................................................... 16 Article 33 Severability .............................................................................................. 16 Article 34 Advanced Notice of City Closures ........................................................... 16 Appendix A ................................................................................................................. 18 Appendix B ................................................................................................................. 19 SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 1
Preamble
This Memorandum of Understanding is made and entered into between the representatives of the City of Pico Rivera, hereinafter referred to as "City" and Service Employees International Union, Local 721, hereinafter referred to as "Union", pursuant to the California Government Code Section 3500, et seq. This Memorandum of Understanding (MOU) supersedes all prior Memorandum of Understanding(s) for the Hourly Bargaining Unit and the Parks and Recreation Hourly Bargaining Unit. It is understood and agreed upon that all at-will, part-time employees serving in the classifications listed in Appendix A will be covered by one consolidated Memorandum of Understanding and will now be known as the “Part-Time Bargaining Unit.” This MOU will be effective July 1, 2024 through June 30, 2027.

Unless otherwise provided for herein, the following terms and conditions of employment, including adjustments to wages and benefits shall be effective upon final approval by the City Council and ratification by the bargaining unit employees.

The parties agree that part-time employees included/represented in this agreement are defined as follows:

1. Regular Part-Time: an employee who has been appointed to continually work at least 10 hours but no more than 28 per workweek and has a regular work schedule.

2. Seasonal Part-Time: an employee who has been appointed to a position titled “Seasonal” and works for 120 days or less for 28 hours or less a week per seasonal assignment; employee applies for the position on seasonal basis and terminates from the position when season/assignment ends and must reapply for a new seasonal opportunity.

Notice on how to reapply for seasonal workers shall be done in writing and provided to the seasonal worker with clear instructions on how, when, and to whom to reapply for the following season.

Seasonal workers that have to reapply and may go through the selection process shall not lose their previous status tied to their continued time and service with the City and shall be placed on the appropriate pay scale based on their classification. At minimum, seasonal workers will be placed on the same rate they received when last working for the city, should they return to the same classification. Time of service under seasonal employment shall transfer to their regular part time positions, and time of service under regular part time employment shall transfer to seasonal service for total seniority.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 2
Prior and Existing Conditions
Except as herein modified, there shall be no changes in wages, hours or working conditions as a result of entering into this Memorandum of Understanding, and all rights, privileges, benefits, terms and conditions of employment, as of the date of this Memorandum of Understanding, which are not specifically set forth, shall remain in force, unchanged and unaffected during the term of this agreement, unless changed by mutual consent. It is understood and agreed that for the term of this agreement neither party shall be compelled to negotiate with the other concerning any negotiable issue except by mutual agreement by the parties or as otherwise provided in this agreement.

Article 3
Recognition
The City hereby formally recognizes Service Employees International Union, Local 721, as the exclusive representative of the at-will part-time hourly employees serving in the classifications listed in Appendix A. The City agrees to meet and confer with the Union on all matters relating to the scope of representation pertaining to said employees as authorized by law, except as limited by this agreement.

Article 4
Non-Discrimination Clause
The City and the Union agree that they shall not discriminate against any employee because of political affiliation, union activities, union membership, union leadership roles, race, color, sex, age, national origin or alienage, sexual orientation, political or religious opinions or affiliations, religious creed, ancestry, physical disability, mental disability, reproductive health decision making, medical condition, genetic information, marital status, gender, gender identity, gender expression, military or veteran status, status as a part-time worker, and other protected classifications as defined by the California Fair Employment and Housing Act (FEHA).

Article 5
Hourly Wages/Compensation
The parties agree that all current part-time employees covered by this agreement who are still employed at the City at the time of adoption of this MOU shall have their compensation adjusted as determined below:

YEAR 1:

Effective the first full pay period occurring on or after 07/01/2024, all employees covered by this agreement shall receive an across-the-board general hourly wage increase of four percent (4%).

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

YEAR 2:

Effective the first full pay period occurring on or after 7/01/2025, all employees covered by this agreement shall receive an across-the-board general hourly wage increase of three percent (3%).

YEAR 3:

Effective the first full pay period occurring on or after 07/01/2026, all employees covered by this agreement shall receive an across-the-board general hourly wage increase of three percent (3%).

The City will also adjust the wage schedule to reflect the California State minimum wage.

The wage schedule in effect for the term of this MOU is included as Appendix B.

Article 6
Classification System
An employees’ number of hours worked during a fiscal year (July 1 – June 30) will be reviewed for grouping at the end of that fiscal year. Employees will be assigned to the appropriate grouping based on those hours worked. Group designations will be effective in July of the subsequent fiscal year. A new employee will not be officially designated to a group until the end of the fiscal year. Transferred and/or promoted employees shall remain in their respective class or placed in a class with higher hours worked per fiscal year from the time of their appointment to the close of the fiscal year.

The Classification system of bargaining unit employees is as follows:

Group A: 0 – 520 hours worked per fiscal year.

Regularly scheduled up to ten (10) hours per week
Group B: 521 – 1,000 hours worked per fiscal year.

Regularly scheduled over ten to nineteen point twenty-four (10 – 19.24) hours per week
Group C: 1,001 – 1456 hours worked per fiscal year.

Regularly scheduled nineteen point twenty-five to twenty-eight (19.25 – 28) hours per week
Management reserves the right to schedule employees as necessary.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 7
Benefits
The City shall pay one hundred percent (100%) of health premiums for Rosa Aguilar, who was grandfathered into her current health benefits by prior agreements.

Life Insurance
The City shall provide a life insurance benefit of one hundred thousand dollars ($100,000) per Group C employee and for Rosa Aguilar, who was grandfathered into her current benefit by prior agreements.

Article 8
Holidays
The City agrees to designate the following as paid holidays for all represented part-time hourly workers:
• New Year’s Day
• Memorial Day
• Independence Day
• Labor Day
• Thanksgiving Day
• Christmas Day
Employees that would have been scheduled to work on the day of the week in which the holiday landed will receive the equivalent of their regularly scheduled hours for the holiday. If an employee works the paid holiday, the employee shall be paid time and one half regardless of whether they were scheduled to work the day of the week the holiday lands.

Article 9
Annual leave
The City shall provide an annual bank of leave time to employees in the classifications listed in Appendix A. Leave time shall accrue at the rate of six (6) minutes per hour worked. Employees covered by this MOU shall be entitled to accrue leave time beginning their first day of work with the City and shall be entitled to use the leave time immediately upon accrual.

All employees covered by this MOU shall be able to cash-out accrued leave time at their regular hourly rate as described by the process outlined in Article 14 of this MOU.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 10
General Bereavement
Up to a five (5) day bereavement leave, three (3) of which are paid and two (2) of which employees can use their accrued sick and/or annual leave, shall be granted to employees for a death in the immediate family. The leave is based on the number of hours an employee would have been regularly scheduled to work on the day of the week that the leave is requested.

The immediate family shall be defined as: Parent; stepparent; parent-in-law; spouse; child; stepchild; child-in-law; sibling: sibling-in-law; grandparent; grandchild; stepgrandchild; court appointed or other verifiable guardian. Bereavement leave shall not be charged to employees' bank of leave time.

A notice of death may be required. The employee may be requested to submit a written document specifying which immediate family member has passed away within five (5) working days of request. Employee cannot exceed twenty-eight (28) hours combined with bereavement, leave time, sick time, and regularly worked hours in a work week.

Article 11
Jury Duty
Employees shall be granted a paid leave of absence in order to perform jury duty, provided that the employee provides notification to the City for such jury duty and provides proper verification of hours spent on jury duty. Employees are expected to keep the City informed when summoned to jury duty and once selected to serve on a jury, the expected length of jury duty service.

An employee on jury duty must either return to work after the jury service is done for the day if there are still four (4) hours or more left on their shift or call in to their supervisor and ask to use leave to cover the rest of their shift.

An employee who is called to jury duty on a non-working day will not receive compensation or be authorized to change their schedule as a result of being called to jury duty.

Jury Duty shall be limited to a maximum of sixty-four (64) hours per year and shall not exceed thirty-two hours (32) hours in any one week. If an employee is required to serve on jury duty for more than sixty -four (64) hours in one year, the Human Resources Director may at their discretion, extend the period of this paid leave.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 12
Request for Time Off and Tardiness
Employees represented by this MOU may request unpaid or paid time off. If the employee has no available paid leave time, the request can be denied, or the employee can request to have leave with no pay. Each Department will keep and monitor the vacation schedule of its employees. Each employee shall request leave time in writing in advance of the time desired. Such a request will be signed by the employee and must be approved by the employee’s supervisor and/or Department Director to be valid. The Department Director or his/her designee will determine the leave schedule with due regard for the wishes of the employee and the needs of the Department and the ability of remaining employees to perform the work. However, if more requests are received for the same period at the same time, then seniority may be used in granting the request. All bargaining unit employees must complete a leave slip. All requests shall be submitted to the employee’s supervisor no later than seven (7) business days prior to the first day that is being requested. Timeoff requests are considered on a first come, first served basis. The supervisor and/or Department Director will approve or deny the request. When employee(s) are on leave, it is the responsibility of management to find appropriate coverage. Time-off approved between Thanksgiving, Christmas, and during summer and El Rancho Unified School District's school vacations are subject to City's availability to staff all recreational programs.

In the event that staff are unable to attend work or will be at work late, it is the staff member’s responsibility to contact and advise their supervisor of the situation no less than two (2) hours prior to their scheduled shift. In the event the need for leave is not foreseeable, the employee shall contact the supervisor as soon as practicable.

Article 13
Sick Leave
Employees covered by this Memorandum of Understanding will receive forty (40) hours of Paid Sick Leave at the beginning of each fiscal year.

New hires will earn 40 hours of sick leave on the 90th day of employment.

Sick leave hours are not cashable. The maximum sick leave accumulation is 40 hours.

In situations where employees encounter a catastrophic illness or injury, the City Manager has the discretion to grant additional sick leave hours. A catastrophic illness of an employee is any non-occupational, medically verifiable illness or injury of such serious nature as to require a long-term absence from work. Catastrophic illness of a family member shall be defined as those medically verifiable illnesses or injuries which are of such serious nature as to require long-term and/or full-time care by the employee. Family members are defined as an employee’s spouse/domestic partner, parent, parent-in-law, child or other person for whom the employee is legal guardian.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

An employee may use paid sick leave for the following reasons:
• The employee or a family member for the diagnosis, care or treatment of an existing health condition or preventive care.
• Specified purposes for an employee who is a victim of domestic violence, sexual assault, or stalking.
• Bereavement Leave as referenced in Article 10.

Paid sick leave will not be approved for any other reason than those listed above. If an employee does not have sick leave time available, they may use their accrued annual leave, if applicable, or leave without pay may be used with supervisor’s approval.

An employee may be required to provide the supervisor or Department Director with a physician’s certification of illness when the employee is out more than a week or when a pattern of abuse of chronic time-off is present, i.e., employee calls in sick every Friday or Saturday, or Sunday of their scheduled work week. An employee injured off the job shall be required to provide a physician’s release to return to work.

Article 14
Option to Cash Out Leave Hours
An employee may opt to cash out any accrued leave time, annually, that exceeds one hundred hours. This cash-out shall be done during the first full pay period in July of each year. If a cash out is elected, a minimum balance of one hundred (100) hours must remain on the books. Leave time may be accumulated to a maximum of three hundred twenty (320) hours. Employees who currently have more than 320 hours as of the execution of this MOU shall keep their accrued hours above the 320 maximum and will not earn any additional hours until their hours are used or cashed out and fall below the new 320 hour maximum.

Emergency Cash-Out
At the request of the eligible employee, emergency payouts may be approved throughout the year without the minimum balance requirement. Employees must submit the request in writing to the City Manager describing the emergency. The City Manager's decision is final.

An emergency is defined as follows:
• A severe financial hardship;
• Event was unforeseeable (including but not limited to illness, accident or casualty); • Event was incurred by employee, spouse or dependent; and • Employee has no other means to cover costs.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 15
Longevity Bonus
For the purposes of calculating total hours worked in the previous fiscal year, the City shall recognize all hours worked in that fiscal year by the represented member, including hours worked in regular part time, seasonal, and non-represented grant funded positions.

The City agrees that employees covered by this MOU who were hired prior to July 1, 2013, and have worked a minimum of 520 hours per year shall receive a longevity bonus of one thousand dollars ($1,000) paid the first full pay period in July. Employees hired on or after July 1, 2013, who have achieved a classification of B or C in the prior fiscal year shall receive a longevity bonus paid the first full pay period in July in an amount not to exceed one thousand dollars ($1,000) based on years of service on the following schedule:
▪ After 5 Years of Service $300
▪ After 10 Years of Service $600
▪ After 15 Years of Service $1,000
Article 16
Veterans Credits
The City agrees that a Veterans Credit of ten (10) points will be added to a candidate's passing score in an open-competitive exam if the candidate is a veteran who has served in the Armed Forces of the United States. A veteran must have been separated from active duty in the Armed Forces with an honorable or general discharge. As defined in 5 U.S.C. 2101(2). "Armed Forces" means the Army, Navy, Air Force, Marine Corps and Coast Guard. Proof of eligibility must be presented at the time of initial application for the open competitive recruitment. Veteran’s credits are for the purpose of assisting the veteran in obtaining employment. Therefore, once hired, the veteran’s credit may not be used for subsequent applications.

Article 17
Promotional Opportunities
For employees hired before July 1, 2018, an existing hourly bargaining unit employee who does not now have a high school diploma/GED may compete for full -time promotional opportunities that require a high school diploma/GED as a minimum requirement. If the employee is appointed to the position, the employee cannot advance in salary farther than five percent (5%) beyond his/her current salary or the “A step/Beginning of the Salary Range” of the new full-time position, whichever is greater, without obtaining a high school diploma/GED.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

City agrees to offer in-house training on interviewing skills and resume writing as requested by an employee and staff availability. This does not constitute a promotion or imply eligibility for a promotion.

The Union and City agree to form a labor-management committee to address safety, recruitment, and other issues of mutual interest. This committee will meet on an asneeded basis. See Article 21 for additional information.

Seniority shall be determined based on lifetime hours worked for the City. Seniority shall prevail in promotional opportunities when skills and abilities are the same.

An employee may request and be granted a transfer to the same position in a different Department as long as the following criteria are met:
▪ A vacant part-time position is available.
▪ Both Department Directors agree to and approve the transfer. ▪ The employee possesses the minimum qualifications for the position. ▪ The City Manager approves the transfer.

Article 18
Lay-Off Provisions
City and Union agree that any employees represented by this MOU who may be affected by layoffs, will be laid off by seniority in position. A layoff may result from the City’s need to decrease the workforce due to a financial crisis. The City and Union agree to meet and confer regarding the impact on the bargaining unit employees should the need for layoffs be deemed necessary. Employees on layoff shall be offered re-employment within one (1) year in inverse order of layoff and no unit position shall be filled by new hires until all qualified employees laid off in the same classification shall be offered and refuse reemployment. Notification under this section to employees shall be by registered mail. An employee’s failure to respond by registered mail and/or personal email or by signed statement personally delivered to the City Manager or his or her designee within ten (10) business days from the date of the employer’s notice shall be deemed a rejection of an offer of re-employment. The employer then has no further obligation to the laid off employee. An employee who is laid off will have bumping rights to a previously held position.

Article 19
Mandatory Drug Testing
City and Union agree that all new hires be required to participate in mandatory drug testing as part of the employee eligibility process. The Employer will only test in accordance with California law.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 20
Certifications
Cardiopulmonary Resuscitation (CPR):

The City shall provide for any Cardiopulmonary Resuscitation (CPR) classes deemed necessary for employment.

Lifeguard Training Certification:

The City shall also pay for lifeguard training and certification for employees currently working as a lifeguard.

Article 21
Uniforms
For those employees represented by this MOU, who are required to wear a City uniform, the City shall pay the costs associated with the provision of uniforms. It is the right of the City to determine what constitutes a required uniform. It is understood that where the City provides a uniform, said uniform must be worn while on duty. For those items of protective clothing worn but not provided by the City, no logos/insignias of athletic teams, commercial products or companies may be worn. The design and color of such clothing must not interfere with free ease of movement, shall not present a safety hazard and must be worn, in the case of jackets and/or tee shirts, with an orange City-furnished safety vest as the outer layer visible to all. City-paid time shall not be used for purchase of uniform equipment.

Employees may request up to three (3) new or lightly used uniform shirts (polo and/or t-shirts) in any twelve (12) month period. Replacement of uniform shirts will be provided upon proof of the uniform shirt being torn, ragged, faded or permanently stained. It is understood that where the City provides a uniform shirt, said uniform shirt must be worn while on duty. It is the employee's responsibility to ensure that their uniform shirts are presentable for work. Additional uniform shirts may be provided, subject to management's discretion. Nothing herein shall prohibit a unit member from purchasing a uniform shirt at his or her own cost.

City shall provide Crossing Guards with sunscreen, whistle, hat, safety vest, parka, staff shirt and rain pants. Items will be replaced when needed with the exchange of used/damaged items.

PROTECTIVE GEAR
The City shall make protective headgear available to unit employees who work outdoors.

Bargaining unit employees must wear the City issued headgear while outdoors and no other hats will be permitted.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

City-issued headgear will be replaced at City expense as needed when headgear shows signs of wear and tear and is returned. Employees who lose City-issued headgear will be required to pay the cost of replacement.

Ear protection, coveralls and back support will be provided as needed.

PROTECTIVE FOOTWEAR ALLOWANCE
The City agrees to provide protective footwear to Maintenance Aide personnel covered by this MOU. Maintenance Aides shall receive no more than two (2) pairs of footwear within a twelve (12) month period. Determination of eligibility for protective footwear and/or replacement shall be made by the Department Director in accordance with this Article.

The footwear purchased must comply with safety standards in conformance with CALOSHA regulations for personal protective footwear and be appropriate for use in field operations.

The maximum amount payable by the City for a single pair of protective footwear is two hundred fifty dollars ($250) per pair.

Any employee issued protective footwear shall wear such shoes at all times during work hours. Employees not issued protective footwear shall be expected to wear shoes at all times during working hours that are appropriate to the working environment, as determined by the Department Director.

Article 22
Joint Labor-Management Committee
City and Union will establish a Part-Time Unit Joint Labor-Management Committee. Said designee’s participation in the Joint-Labor Management Committee will not be charged against the Union’s bank of hours.

Article 23
Safety Committee
The City and Union agree to the addition of a designated Part-Time Hourly employee to the City’s Safety Committee. Said designee’s participation in the Safety Committee will not be charged against the Union's bank of hours.

Article 24
Termination Notification
The City agrees to notify and discuss a termination with the Union representative prior to the proposed termination of any bargaining unit employee, unless the immediate safety SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

of fellow employees or any other member of the public is threatened or in imminent danger, or if termination is due to the completion of seasonal appointment. It is at this time that the employee has the opportunity to explain to the City Manager or designee the circumstance leading to the proposed termination. The City Manager shall provide a response in writing within ten working days of the meeting. The City Manager's decision is final.

Article 25
Performance Reviews
The City agrees that any regular part-time represented employee whose performance evaluation is more than sixty (60) days past due is deemed to have performed in a satisfactory manner and the employee will be entitled to receive any and all negotiated contract benefits retroactive to the date when the evaluation was due.

For regular part time employees, the City agrees that at the time of regular performance evaluations (six months after start date and annually on the employee’s job anniversary date thereafter), if performance is rated as satisfactory or above, represented employees will receive five percent (5%) merit increases.

The City and Union agree that regular part-time employees shall receive annual performance reviews based on hire date. Based upon satisfactory performance, merit increases of five percent (5%) shall be granted.

Article 26
Union Business
Bank of Hours:

City agrees to maintain a bank of hours available for hourly bargaining unit activity at seventy (70) hours per year. Those items charged to the bank of hours shall be routine Union business including union sponsored training, meetings and fact finding.

Union business not charged to the Bank of Hours shall be tracked for time spent in these activities: MOU negotiations and Meet and Confer meetings.

Union Stewards:

The City and Union agree that the part-time hourly bargaining unit may have up to five stewards for said bargaining unit.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 27
Overtime
At the time overtime is earned and by taking into account the stated preference of the employee to receive pay or compensatory time off, the Department Director will be responsible for departmental/operational needs and will have sole discretion in permitting compensatory time in place of overtime.

After accommodating full-time employees, reasonable efforts shall be made in distributing overtime equitably among qualified part-time employees of an office, operational unit or work group with consideration given to City need and employee availability in making the distribution
The City agrees employees in this bargaining unit will not work more than ten (10) hours in one day.

Article 28
Grievance Procedure
Step 1:

The City and Union agree to meet within five (5) working days upon notification of a violation of the MOU and/or existing City policies.

Step 2:

If a grievance is not resolved after the meeting with the City and Union, either party may agree to submit the matter to a neutral third party for resolution. If either party wishes to exercise this option, they shall make the request within five (5) calendar days of the meeting. Parties shall meet within ten (10) calendar days to request a mediator from the State Board of Mediation or as soon as a meeting can be scheduled.

Step 3:

If the employee believes the violation has not been resolved at Step 1 or Step 2, the employee may request a meeting with the City Manager or his/her designee. The decision made by the City Manager or his/her designee is final.

Article 29
Deductions
Each pay period, the City shall send to the Union a list of all employees in the bargaining unit including: each employee’s first name, middle initial, last name; employee identification number; residential address; worksite address and specific work location (if different from worksite address); work and personal email address (if available); work phone number; personal cell phone number (if available); employee hire date; employee SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

job classification; employment status (e.g., active, unpaid leave of absence, etc.); work status (e.g., full time, part time, hourly, seasonal, etc.); annual base salary amount; base salary earned per pay period; hourly rate; salary step (if applicable); and total hours worked in the pay period. This information shall be sent in Excel format to [email protected] within thirty (30) business days of each payday.

Each pay period, the Union shall provide the employer with an “authorized deduction report” which includes bargaining unit members who have authorized the deduction of Union dues, COPE amounts and other deductions and the deduction amounts. The City shall make the dues and other applicable deductions from the employees’ paychecks and remit such itemized deductions to the Union via Electronic Funds Transfer (EFT) within thirty (30) business days of each payday. The Employer shall also provide the breakdown of each amount remitted (i.e., Dues, COPE, Supplementary Benefits, etc.) in Excel format to [email protected] within thirty (30) business days of each payday.

Committee on Political Education (COPE):

Employees may make voluntary contributions to the Union’s registered political action committees. The employer shall make the deduction of the voluntary contributions in the same manner as the dues-deduction process.

Every pay period the Union will notify the employer with a list of employees and the appropriate deduction amount on the “authorized deduction report” of the employees who have signed an authorization for the COPE deduction.

Employees may discontinue voluntary political deductions by providing notice of cancellation to the Union and the Union shall transmit such notice of cancellation to the Employer by the next full pay period cycle.

Service Employees International Union Local 721 shall indemnify and hold the City, its officers, and its employees harmless from any and all claims, demands, suits, or any other action arising from the provisions herein.

Union Benefits Trust:

The employer agrees to allow voluntary payroll deductions, with a dedicated payroll code, for the SEIU Local 721 Benefits Trust (Benefits Trust), for the payment of supplemental benefits which may be offered to Union members. The amount collected on behalf of the Benefits Trust will be forwarded monthly to the Union’s administrator of the Benefits Trust.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Article 30
New Employee Orientation
The City agrees to include information regarding the Employee Union/SEIU Local 721 in the orientation for newly hired hourly employees in represented classifications. The Union will be notified when such orientations are scheduled.

Representatives of Union shall be permitted to make a presentation of up to thirty (30) minutes, and present written materials, during a portion of the orientation for which attendance is mandatory. No representative of management shall be present during the Union's presentation.

Release time shall be granted for stewards to participate in the new employee orientations. “New hires" shall be defined to include any employee new to SEIU 721, including, but not limited to, accretion or promotion/demotion. The City shall include in their new hire packet and distribute at the new employee orientations: the current Union membership and COPE forms, access to the Memorandum of Understanding (MOU) and the contact information of the Union Representative.

Article 31
Management Rights Clause
The City and Union agree that the City retains and has the exclusive decision-making authority to manage municipal services and the work force performing those services in accord with existing law and provisions of the established Memorandum of Understanding.

The Union further agrees that the City has, except as expressly and lawfully restricted by specific provisions of this MOU, the exclusive decision-making authority to:
• Determine and modify the organization of City government and its constituent work units.
• Determine the nature, standards, levels, and mode of delivery of services to be offered to the public.
• Determine the methods, means, and the numbers and kinds of personnel by which services are to be provided.
• Determine whether goods or services shall be made, purchased, or contracted for. • No bargaining unit employee shall be laid off, demoted, or suffer loss of pay or benefits as a result of contracting out of work. The parties agree to meet and confer as required by law on matters relating to wages, hours, or work conditions. Said provisions will apply except for contracts required by bona fide emergencies. • Direct employees, including scheduling and assigning work and overtime. • Establish employee performance standards and require compliance therewith.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

• Relieve at-will hourly bargaining unit employees from duty due to the lack of availability of work, financial hardship requiring the City to reduce costs, failure to perform duties of the position, excessive tardiness and/or absenteeism, any violation of personnel rules/regulations, or for any other legitimate reason. • Implement policies, regulations and directives consistent with the law and the specific provisions of this MOU.
• Take all necessary actions to protect the public, City employees, those doing business with the City, and carry out its mission in emergencies.

Should the exercise of these management rights impact employees’ wages, hours or working conditions, City agrees to meet and confer with Union pursuant to all applicable laws, statutes and regulations in effect at the time.

Article 32
Term and Effect
The term of this agreement will be from July 1, 2024, through June 30, 2027.

It is understood and agreed that this agreement shall not become effective for any purpose or be binding on any party until approved by the City Council, and nothing herein shall be construed as obligating the City Council to approve in whole or in part. The Memorandum of Understanding constitutes and includes all negotiations, compromises, and representations made by either party; and both parties acknowledge that each has met and conferred in good faith in negotiations to this point.

Article 33
Severability
If an article, section, position or portion thereof contained in the Memorandum of Understanding or application thereof to any person or circumstance is held to be unconstitutional, invalid by operation of law, or by any tribunal or office of competent jurisdiction, or if compliance with or enforcement of any article or section should be restrained by tribunal or office, the remainder of the Memorandum of Understanding and application of such provisions or portion thereof, to other persons or circumstances, shall be deemed severable, shall not be affected, and shall remain in full force and effect.

Furthermore, the City and the Union shall enter into immediate negotiations for the purpose of arriving at a mutually satisfactory replacement of such article, section, position, or portion.

Article 34
Advanced Notice of City Closures
Employees shall be entitled to advanced notice of City closures that affect working hours.

The City shall give all employees covered by this agreement at least seven (7) calendar SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

days’ notice prior to the closure of any City department or cancellation of any program or function.

Employees that are not given appropriate notice shall be entitled to their full regular pay whether the employee worked those hours or not.

SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Appendix A
Part-Time Classifications Covered by the Provisions of this MOU:
• Crossing Guard
• Lifeguard
• Lifeguard/Instructor
• Maintenance Aide
• Office Clerk
• Pool Attendant
• Pool Cashier
• Pool Manager
• Recreation Aide
• Recreation Leader I
• Recreation Leader II
• Recreation Leader III
• Recreation Leader IV
• Senior Lifeguard/Instructor
• Senior Office Clerk
• Specialist
• Sports Official
SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

Appendix B
Salary Schedules Effective July 1, 2024 – June 30, 2027 Classifications Listed in Appendix A
Year 1, Year 2, Year 3,
July 1, 2024 July 1, 2025 July 1, 2026
(4% COLA) (3% COLA) (3% COLA)
Classification Min Max Min Max Min Max
Crossing Guard $17.78 $20.98 $18.32 $21.61 $18.87 $22.25 Lifeguard $18.66 $20.59 $19.22 $21.21 $19.79 $21.85
Lifeguard/Instructor $21.06 $23.34 $21.69 $24.04 $22.34 $24.76 Maintenance Aide $19.40 $24.42 $19.98 $25.15 $20.58 $25.91 Office Clerk $17.78 $20.70 $18.32 $21.32 $18.87 $21.96
Pool Attendant $17.78 $18.32 $18.87
Pool Cashier $17.78 $18.32 $18.87
Pool Manager $24.13 $26.63 $24.85 $27.43 $25.60 $28.26
Recreation Aide $17.78 $18.55 $18.32 $19.11 $18.87 $19.68 Recreation Leader I $17.97 $19.45 $18.51 $20.03 $19.07 $20.63 Recreation Leader II $18.72 $21.39 $19.28 $22.03 $19.86 $22.70 Recreation Leader III $20.83 $24.69 $21.46 $25.43 $22.10 $26.19 Recreation Leader IV $21.90 $26.63 $22.56 $27.43 $23.24 $28.26 Senior
Lifeguard/Instructor $22.30 $24.61 $22.97 $25.34 $23.66 $26.10 Senior Office Clerk $19.22 $26.41 $19.80 $27.20 $20.39 $28.01 Specialist $20.13 $35.56 $20.74 $36.62 $21.36 $37.72
Sports Official $17.78 $26.25 $18.32 $27.04 $18.87 $27.85 SEIU 721 – PART-TIME EMPLOYEES

MEMORANDUM OF UNDERSTANDING
July 1, 2024 – June 30, 2027

IN WITNESS THEREOF, the parties hereto have caused this Memorandum of Understanding to be executed this _____ day of _______________, 2024.

FOR THE CITY:

Steven Carmona
City Manager
Date
Angelina Garcia
Assistant City Manager
Date
Karine Shirinian
Director of Human Resources
Date
FOR THE UNION:

Steve Koffroth
SEIU Local 721 Negotiator
Date
Employee Representative Date
Employee Representative Date
Employee Representative Date
Employee Representative Date
To: Mayor and City Council
From: City Manager
Meeting Date: November 12, 2024
Subject: THE HISTORIC WHITTIER BOULEVARD VISION PLAN

AND AMEND THE HISTORIC WHITTIER BOULEVARD

MULTIMODAL PLAN
Recommendation:

1. Receive and file the Historic Whittier Boulevard Vision Plan, which articulates and illustrates the long-term goals and aspirations for future growth and development within the proposed Historic Whittier Boulevard study area; and

2. Approve an amendment to the Historic Whittier Boulevard Multimodal Plan to include the Preferred Alternative for the Pio Pico Park Bikeway Connector Project.

Fiscal Impact:

Sufficient funding is available in the FY 2024-25 adopted budget for the Historical Whittier Boulevard project within the General Fund (100.11.1110-54500-NonCIP.4687), Measure R Fund (207.11.1110-54500-NonCIP.4687), and the State Grant Fund (699.11.1110- 54500-NonCIP.4687). No additional appropriations are needed at this time.

Background:

Based on in-depth analysis, community engagement, and guidance from the City Council, the Pico Rivera 2035: Community Revitalization Program was developed as a meaningful approach to stimulate new, smart growth, and community development throughout the City of Pico Rivera (City). Five (5) major corridors – two (2) rivers and three (3) commercial corridors – were identified as high priority based on their ability to leverage existing efforts and resources, compete for regional, state, and federal funding opportunities, and drive long-term positive change. Whittier Boulevard was determined to offer the greatest revitalization potential due to its strong cultural and historical significance within the region. Additionally, the City faces numerous unfunded state mandates that necessitate compliance with state laws and associated goals in the policy areas of affordable housing, multimodal infrastructure, and greenhouse gas and vehicle mile travel reductions.
14 CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

THE HISTORIC WHITTIER BOULEVARD VISION PLAN AND AMEND THE HISTORIC

WHITTIER BOULEVARD MULTIMODAL PLAN