San Marino City Council
July 25, 2025

AGENDA – JULY 25, 2025 PAGE 1 of 605

CITY OF SAN MARINO

CITY COUNCIL AGENDA
Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
Philippe Eskandar, City Manager
www.SanMarinoCA.gov
(626) 300-0700 Phone
City Hall Council Chamber
2200 Huntington Drive
San Marino, CA 91108

SPECIAL MEETING OF THE

SAN MARINO CITY COUNCIL
FRIDAY, JULY 25, 2025 AT 8:30 AM

CITY HALL COUNCIL CHAMBERS
2200 HUNTINGTON DRIVE
SAN MARINO, CA 91108
The City of San Marino appreciates your attendance. Citizens’ interest provides the Council with valuable information regarding issues of the community.

Regular meetings are held on the 2nd Wednesday of every month at 6:00 p.m. Typically, adjourned meetings are held on the last Friday of every month at 8:30 a.m.

In compliance with the Americans with Disabilities Act, any person with a disability who requires a reasonable modification or accommodation in order to participate in a meeting should contact the City Clerk via email at [email protected] or by phone at (626) 300-0705 at least 48 hours prior to the meeting for assistance.

The public is welcome to attend the meeting in person or remotely via Zoom, however, the meeting will proceed as normal even if there are technical difficulties with Zoom. The City will do it’s best to resolve any technical issues as quickly as possible.

How to view or listen to the meeting from home:

Visit www.SanMarinoCA.gov/Zoom
How to offer public comment from home:

Public comment will be accepted by email to [email protected] until 3:00 p.m. the day before the meeting. Written public comment received by 3:00 p.m. will be distributed to City Council during the meeting. Any comments received after 3:00 AGENDA – JULY 25, 2025 PAGE 2 of 605
p.m. will be included in the public comment record but not provided to City Council at the meeting.

Written public comment will be accepted electronically via the zoom.us teleconference module during the meeting. Written Zoom comments will be accepted after the inperson comments. Written Zoom comments will be read or summarized, then printed and made part of the public record for the meeting.

CALL TO ORDER

PLEDGE OF ALLEGIANCE

ROLL CALL
Council Member Chang, Council Member Chou, Council Member Lo, Vice Mayor Chou, and Mayor Shepherd Romey

POSTING OF AGENDA
The agenda is posted 24 hours prior to each special meeting at the following locations: City Hall, 2200 Huntington Drive, the Crowell Public Library, 1890 Huntington Drive, and the Stoneman Building, 1560 Pasqualito Drive. The agenda is also posted on the City’s website:
http://www.SanMarinoCA.gov.

PUBLIC COMMENTS
The City welcomes public input. Members of the public may address the City Council by completing a public comment card and giving it to the City Clerk prior to the meeting. At this time, the public may address the City Council on items that are not on the agenda.

Pursuant to state law, the City Council may not discuss or take action on issues not on the meeting agenda (Government Code Section 54954.2). The Mayor reserves the right to place limits on duration of comments. Staff may be asked to follow up on such items.

PUBLIC HEARINGS

1. PUBLIC HEARING TO CONSIDER ADOPTION OF ORDINANCE NO. O-25- 1418 AMENDING THE FOLLOWING MUNICIPAL CODE SECTIONS: (1)

23.13.04 (B)(2)(D) TO INCREASE THE MAXIMUM HEIGHT FOR HEDGES IN THE FRONT YARD WITHIN THE R-1 ZONE, AREA DISTRICT II TO FIVE FEET- SIX INCHES (5’-6”); (2) 25.01.02 (D) TO PROHIBIT CONSTRUCTION ON MARTIN LUTHER KING JR. DAY; AND (3) 23.06.11

TO INCLUDE CALAMITIES AS DETERMINED BY THE COMMUNITY

DEVELOPMENT DIRECTOR
Recommendation: Staff recommends the City Council conduct a public hearing, determine whether to amend the code regarding hedge heights as drafted by staff or as recommended by the Planning Commission, and introduce for first reading AGENDA – JULY 25, 2025 PAGE 3 of 605
Ordinance No. O-25-1418. If the City Council agrees, an appropriate motion would be:
“I move to waive full reading and introduce by title only Ordinance No. O-25- 1418, an Ordinance of the San Marino City Council amending Municipal Code Sections (1)

23.13.04 (B)(2)(D) to increase the maximum height for hedges in the front yard within the R-1 zone, Area District II to five feet- six inches (5’-6”); (2) 25.01.02 (D) to prohibit construction on Martin Luther King Jr. Day; and (3) 23.06.11 to include calamities as determined by the community development director.”

CONSENT CALENDAR

2. APPOINTMENT OF MEMBERS TO CITY OF SAN MARINO LIBRARY

BOARD OF TRUSTEES ADVISORY BODY
Recommendation: The Council Liaisons for the Library Board of Trustees recommend the Council appointment of two (2) regular members, each commencing on July 10, 2025. If Council concurs, the appropriate motion would be:
“I move to appoint Sandy Wu and Diana Nixon as regular members of the Library Board of Trustees to serve terms ending May 31, 2028, and to appoint Jody Nichols as an alternate member to serve a partial term ending on May 31, 2026.”

3. FIND THE COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUNDED FY 2024-25 ADA SIDEWALK CURB RAMP PROJECT EXEMPT UNDER THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA), APPROVE THE

PLANS AND SPECIFICATIONS AVAILABLE AT THE OFFICE OF THE CITY

CLERK AND AT THE DIAS, AWARD A CONSTRUCTION AGREEMENT TO

CT&T CONCRETE PAVING IN THE LOW BASE BID AMOUNT OF
$159,379.19, AND REJECT ALL OTHER BIDS; AND AUTHORIZE THE

PARKS AND PUBLIC WORKS DIRECTOR/CITY ENGINEER TO APPROVE CONTINGENCIES IN AN AMOUNT NOT TO EXCEED $15,938
Recommendation: Staff recommends the City Council 1) find the project categorically exempt under the California Environmental Quality Act (CEQA) pursuant to Sections 15301(c) and 15302 of Title 14, Chapter 3 of the California Code of Regulations (Class 1, Existing Facilities exemption), 2) approve the Plans and Specifications available at the office of the City Clerk and at the dais, 3) award a Construction Agreement to CT&T Concrete Paving Company, and 4) authorize the Parks and Public Works Director/City Engineer to approve contract change orders and other contingencies in an amount not to exceed $15,938. If the Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to 1) find the ADA Sidewalk Curb Ramp Project exempt from review under the California Environmental Quality Act (CEQA) pursuant to Sections 15301(c) and 15302 of Title 14, Chapter 3 of the California Code of Regulations (Class 1, Existing Facilities exemption), 2) approve the Plans and Specifications available at the office of the City Clerk and at the dais, 3) award a Construction Agreement to CT&T Concrete Paving Company, Inc. for the CDBG-funded ADA Sidewalk Curb Ramp Project No. 24/25- 9272A in the amount of $159,379.19, reject all other bids, and authorize the City AGENDA – JULY 25, 2025 PAGE 4 of 605
Manager to execute the Agreement, 5) authorize the Parks and Public Works Director/City Engineer to approve contract change orders in an amount not to exceed $15,938, and 6) Approve the FY 2025-26 budget adjustment needed.

4. APPROVAL OF AMENDMENT NO. 2 WITH RINCON CONSULTANTS, INC.

TO PROVIDE CONTRACT PLANNING SERVICES THROUGH SEPTEMBER 14, 2028
Recommendation: Staff recommends the City Council approve Amendment No. 2, direct the City Attorney to prepare the amendment, and authorize the City Manager to execute the amendment. If Council concurs with staff’s recommendation, the appropriate motion would be:
“I move to approve Amendment No. 2 in the not to exceed amount of $100,000 with Rincon Consultants, Inc., for Planning consulting services, direct the City Attorney to prepare Amendment No. 2 consistent with the scope outlined in the staff report, and authorize the City Manager to execute said amendment.”

5. AWARD OF PROFESSIONAL SERVICES AGREEMENT WITH WILLDAN

FINANCIAL SERVICES FOR A DEVELOPMENT IMPACT FEE STUDY
Recommendation: Staff recommends the City Council approve the contract and authorize the City Manager to execute the agreement. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to approve the contract with Willdan Financial Services, approve the necessary budget adjustments, and authorize the City Manager to execute the agreement.”

6. AMENDMENT NO. 1 TO THE RETIREMENT HEALTHCARE PROGRAM

ADMINISTRATIVE SERVICES AND RECORDKEEPING AGREEMENT

BETWEEN TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF
AMERICA (TIAA) AND THE CITY OF SAN MARINO DATED MAY 1, 2017,

APPROVING THE ANNUAL FEE FOR TRUST SERVICES
Recommendation: Staff recommends the City Council to approve Amendment No. 1 to the Retirement Healthcare Program Administrative Services and Recordkeeping Agreement between Teachers Insurance and Annuity Association of America (TIAA) and the City of San Marino dated May 1, 2017, approving the annual fee for trust services and authorize the City Manager to execute the agreement. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to approve Amendment No. 1 to the Retirement Healthcare Program Administrative Services and Recordkeeping Agreement between Teachers Insurance and Annuity Association of America (TIAA) and the City of San Marino dated May 1, 2017, and authorize the City Manager to execute the agreement.”

7. ACCEPTANCE OF CANNABIS TAX FUND GRANT PROGRAM (CTFGP) FUNDING IN THE AMOUNT OF $255,041.13 AND ADOPTION OF
RESOLUTION R-25-22
AGENDA – JULY 25, 2025 PAGE 5 of 605
Recommendation: Staff recommends that the City Council approve the agreement for the Cannabis Tax Fund Grant Funding and authorize the City Manager or his designee to execute any and all agreements and documents necessary to accept and expend the grant funds in an amount not to exceed $255,041.13 in the fiscal year ending June 30, 2026. Staff also recommends the approval of Resolution No. R-25-22. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to approve and authorize the Chief of Police and the City Manager or their designee to enter into the agreement with the California Highway Patrol in an amount not to exceed $255,041.13, approve budget adjustments needed, and adopt Resolution No. R-25-22.”

8. ACCEPTANCE OF A $150,000 DONATION FROM THE HUNTINGTON

LIBRARY, ART MUSEUM, AND BOTANICAL GARDENS FOR RECEIPT IN

THE CAPITAL PROJECTS FUND
Recommendation: Staff recommends the City Council accept the donation and approve budget adjustments needed. If the Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to accept the donation of $150,000 from the Huntington Library, Art Museum, and Botanical Gardens; authorize the Finance Department to record the receipt of the donation in the Capital Projects Fund; and amend the FY 2025-26 revenue budget to recognize revenue of $150,000 in the Capital Projects Fund (Account #394-00-3601- 0000).”

9. CONSIDERATION OF RESOLUTION NO. R-25-16 AMENDING JOB

CLASSIFICATIONS
Recommendation: Staff recommends the Council adopt Resolution No. R-25-16 amending job classifications. If the Council agrees with staff’s recommendation, an appropriate motion would be:
“I move to adopt Resolution No. R-25-16 amending job classifications.”

10. CASH AND INVESTMENT REPORT FOR THE MONTH OF JUNE 2025 Recommendation: Staff recommends the Council receive and file this report. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to receive and file the Cash and Investment Report for the Month of June 2025.”

11. RECEIVE AND FILE MONTHLY DISBURSEMENTS REPORT FOR JUNE 2025
Recommendation: Staff recommends the Council receive and file the Monthly Disbursements Report for the month of June 2025. If the City Council concurs with staff’s recommendation, an appropriate motion would be:

AGENDA – JULY 25, 2025 PAGE 6 of 605
“I move to receive and file the Monthly Disbursements Report for the month of June 2025.”

12. APPROVAL OF MINUTES
Recommendation: Staff recommends the Council approve the June 2025 Minutes. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to approve the Minutes of the Regular Meeting of June 11, 2025, and the Adjourned Regular Meeting of June 27, 2025.”

WRITTEN COMMUNICATIONS OR PUBLIC WRITINGS DISTRIBUTION
This is an opportunity to announce any written communications pertaining to the City received by members of the City Council. All public writings distributed by the City of San Marino to at least a majority of the City Council regarding any item on this agenda will be made available at the Public Counter at City Hall located at 2200 Huntington Drive, San Marino, California 91108, and will also be included in the public agenda packet that will available for review at the City Council meeting.

ADJOURNMENT
Posted: 07/18/2025 ALISON WALKER

CITY CLERK
TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Isidro Figueroa, Community Development Director
Alexis Huerta, Management Analyst
DATE: July 25, 2025
SUBJECT: PUBLIC HEARING TO CONSIDER ADOPTION OF
ORDINANCE NO. O-25-1418 AMENDING THE
FOLLOWING MUNICIPAL CODE SECTIONS: (1) 23.13.04
(B)(2)(D) TO INCREASE THE MAXIMUM HEIGHT FOR
HEDGES IN THE FRONT YARD WITHIN THE R-1 ZONE,
AREA DISTRICT II TO FIVE FEET- SIX INCHES (5’-6”);
(2) 25.01.02 (D) TO PROHIBIT CONSTRUCTION ON
MARTIN LUTHER KING JR. DAY; AND (3) 23.06.11 TO

INCLUDE CALAMITIES AS DETERMINED BY THE

COMMUNITY DEVELOPMENT DIRECTOR

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Beautiful, Preserved, Single-Family Neighborhoods
Safe Community

BACKGROUND
During the City Council meeting of September 11, 2024, residents petitioned the City Council during the public comment portion of the meeting to increase the height limit of front yard hedges in the R-1 Zone, Area District II from four feet (4’) to a maximum of five feet – six inches (5’-6”). The City Council directed staff to prepare a code text amendment to increase the height limit of front yard hedges in the R-1 Zone, Area District II to a maximum of 5’-6”.

During the preparation of the proposed code amendment as directed by the City Council, staff identified two additional opportunities to improve the San Marino Municipal Code with minor code text amendments.

Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
PAGE 7 of 605
First, after the calamitous windstorm (windstorm) that gave rise to the Eaton Fire in January 2025, staff discovered a limitation in SMMC § 23.06.11 which provides exemptions for the repair of nonconforming buildings damaged by fires or earthquakes but not by other calamitous events. Second, staff observed that Martin Luther King Jr. Day was not included as a holiday during which construction is prohibited.

Specifically, the proposed Ordinance amends the Municipal Code as follows:

1. SMMC Section 23.13.04 (B)(2)(D) would be amended to increase the height limit for front yard hedges in the R-1 Zone, Area District II from 4’ to 5’-6”.

2. SMMC Section 23.06.11 would be amended to exempt the repair of nonconforming buildings damaged by calamitous events, as determined by the Community Development Director, from complying with the current zoning regulations (requirement for conformance).

3. SMMC Section 25.01.02 (D) would be amended to include Martin Luther King Jr. Day.

Please find Attachment 2 for the proposed changes to the aforementioned proposed text code amendments.

HISTORY
On May 27, 2025, the Planning Commission held a public hearing to consider adoption of PC Resolution No. 25-10 recommending adoption of Ordinance No.

O-25-1418 to amend Municipal Code Sections 23.13.04 (B)(2)(D), 25.01.02 (D), and 23.06.11.

At the public hearing, the Planning Commission reviewed all of the information provided in the staff report and considered the testimony given at the public hearing, including all written communications to the Planning Commission and other pertinent information. The Planning Commission indicated their support for the proposed code text amendments to both San Marino Code Sections

23.06.11 and 25.01.02 (D); however, the members of the Planning Commission present at the meeting were unable to come to an agreement over the proposed code text amendment to San Marino Code Section 23.13.04 (B) (2) (d).

During deliberations, the Planning Commission made the following comments regarding the proposed code text amendment to San Marino Code Section

23.13.04 (B) (2) (d):

PAGE 8 of 605
• Some Commissioners indicated that the proposed code text amendment would provide consistency between the allowed height of walls/fences and the maximum allowed height for hedges, which is currently lower. • The proposed code text amendment would facilitate the screening of walls/fences with landscaping by allowing the maximum hedge height to match the allowed height of walls/fences.
• The proposed code text amendment would allow for an improved aesthetic by buffering exposed walls/fences in favor of landscaping. • Commissioners questioned why the proposed hedge height increase was limited to District 2 and not extended to other zoning districts. They noted that other areas might also request higher hedge heights to address similar concerns, such as noise mitigation.
• While the proposal is intended to align hedge height with the permitted wall height in District 2 (5 feet 6 inches), some Commissioners expressed concern that this could create inconsistencies across the city. • Several commissioners noted that taller hedges in front yards conflict with the City’s Residential Design Guidelines, which emphasize maintaining open front yard landscapes and discourage fences, walls, and hedges in the front yard to preserve the City’s open streetscape character.
• There were concerns that increasing hedge heights in front yards may be visually unappealing and inconsistent with San Marino’s intended aesthetic.
• Some Commissioners expressed concern that taller hedges could create safety hazards for pedestrians by encroaching into the sidewalk area and reducing space in the public right-of-way.

After the Planning Commission deliberated the merits of the proposed code text amendment and failed to adopt PC Resolution No. 25-10, the Planning Commission decided to continue the public hearing to the next meeting scheduled for June 25, 2025 to allow the full membership to consider and forward to the City Council a recommendation regarding the proposed code text amendment.

On June 25, 2025, the Planning Commission reviewed all of the information provided in the staff report and considered the testimony given at the public hearing, including all written communications to the Planning Commission and other pertinent information. Following deliberation, the Commission voted unanimously to approve Planning Commission Resolution No. PCR 25-10, with an amendment to revise the language regarding hedge height regulations in District II. Specifically, the amendment clarifies that no hedge shall exceed the greater of four (4) feet or the height of an existing or legally permitted fence or wall.

PAGE 9 of 605

DISCUSSION
SMMC § 23.13.04 (B)(2)(d) [REGULATIONS FOR FENCES, WALLS AND HEDGES IN THE R-1 ZONE]
The City Council directed staff to prepare a code amendment which would increase the height limit for front yard hedges in the R-1 Zone, Area District II from 4’ to 5’-6”. The increased height limit would apply only to Area District II, and not to other Area Districts within the R-1 Zone.

SMMC § 23.06.11 (REPAIR, RELOCATION OR ALTERATION OF

DAMAGED BUILDINGS)
On January 7, 2025, the calamitous windstorm that gave rise to the Eaton Fire downed many significantly sized trees and posed life-safety concerns throughout the City. As a result of the windstorm, some properties were damaged and required repair. SMMC Section 23.06.11 provides an exemption for nonconforming buildings damaged by fire or earthquake from meeting current zoning standards, which is commonly found in other municipal codes to address repairs necessitated by natural disasters. However, SMMC Section

23.06.11 does not extend to the homes found in the City that were damaged because of the windstorm.

On January 8, 2025, the City Council adopted Resolution No. R-25-03, ratifying a declaration of emergency adopted by the City Manager related to the windstorm. Resolution No. R-25-03 authorized the streamlined planning review of windstorm damaged properties. Staff are aware of at least two homes which sustained various levels of damage as a result of the windstorm and a determination was made that Section 23.06.11 should apply to repairs resulting from this windstorm and is related to the protection of life and property under the proclamation of local emergency.

The proposed code text amendment will include calamities, as determined by the Community Development Director, as part of the exemption. The revised language would read as follows:

No building which has been damaged or partially destroyed to the extent of more than fifty percent (50%) of its replacement value shall be repaired, moved or altered except in conformity with the provisions of this chapter pertaining to buildings thereafter erected. This section shall not apply to existing legal nonconforming residential or accessory buildings damaged by fire, earthquake, or other calamities as determined by the Community Development Director, which may be rebuilt on prior foundations and/or footprints to the preexisting size, configuration and style.

PAGE 10 of 605
SMMC § 25.01.02 (TIMES CONSTRUCTION PROHIBITED)
SMMC Section 25.01.02 limits construction work or construction activity during certain hours during the week and prohibits construction on Sundays and holidays. As of July 1, 2024, the City recognized Martin Luther King Jr.

Day (the third Monday of January each year) as a holiday. The proposed code text amendment to SMMC Section 25.01.02 (D) will include Martin Luther King Jr. Day, thereby prohibiting construction on that holiday.

ENVIRONMENTAL REVIEW
In accordance with Section 15060(c)(3) of the California Environmental Quality Act (CEQA) Guidelines, the Ordinance and Resolution, which would (1) make the maximum permitted height of front yard hedges in the R-1 Zone, Area District II consistent with the 5’-6” height limit for front yard walls and fences within Area District II, (2) prohibit construction on days consistent with City-recognized holidays, and (3) provide the Community Development Director the authority to approve permit requests for the repair of nonconforming buildings damaged by natural disasters or calamities other than fires or earthquakes, is not subject to CEQA review because the activity is not a project as defined in Section 15378 of the CEQA Guidelines. CEQA Guidelines Section 15061(b)(3) provides that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA because the activity is not a project as defined in Section 15378 of the CEQA Guidelines.

ECONOMIC DEVELOPMENT PRIORITY INITIATIVE UPDATE
The City Council approved a priority initiative to foster economic development by streamlining brick and mortar openings in order to facilitate new retail businesses opening and thriving in San Marino. By reviewing and modernizing zoning and municipal code regulations, the City aims to remove unnecessary barriers and create a more business-friendly environment. Key areas of review include parking requirements, conditional use permits, alcohol license regulations, and tenant improvement permits, each of which plays a crucial role in determining how quickly and efficiently new businesses can open their doors. Through these efforts, the City seeks to encourage economic growth, attract new businesses, and enhance the local shopping and dining experience while maintaining the character and charm of the community. The following PAGE 11 of 605
are some of the code text amendments that staff are currently reviewing and intend to update to be in concert with the approved priority initiative:

Commercial Tenant Improvements: In accordance with SMMC Section

23.03.04(E)(2), an addition, renovation or remodeling of any existing building when the value thereof is more than twenty percent (20%) of the estimated value of the existing building requires a conditional use permit. Recently, Starbucks was required to go before the Planning Commission to receive approval for a conditional use permit for interior improvements that did not expand the floor plan or have an impact on the exterior of the building. The code text amendments intend to modify this section by eliminating the requirement for approval of a conditional use permit for the aforementioned improvements.

Uses: SMMC Section 23.03.01 identifies both allowed and prohibited land uses that are allowed in the commercial corridors. The intent of the code text amendment is to update the land use list to current industry terminology and clarify language that is not clearly written which leads to confusion for both staff and the reader. The code text amendment intends to eliminate the requirement of receiving approval of a conditional use permit for land uses such as medical or dental offices, and yoga/exercise studios. Additionally, staff have been approached by members of the local churches who have requested that columbariums be classified as an allowed use within the church not visible from the exterior.

Alcohol Sales: Both residents and business owners have indicated that both commercial corridors lack restaurants —more so along Huntington Drive.

SMMC Section 23.03.01(C)(13) limits the number of full line alcohol permits to one east and west of San Marino Avenue. Additionally, any alcohol permit is required to be located at least 500 feet from all school properties and other businesses that have been issued an alcohol permit. The limitation of full line of alcohol permits and the distance requirement from schools and other businesses that have been issued an alcohol permit present an immediate obstacle for any prospective restaurant to consider any location within Huntington Drive or Mission Street. The intent of the code text amendment is to provide alternatives that would facilitate the introduction of restaurants to both Huntington Drive and Mission Street without compromising safety. Staff will work closely with the San Marino Police Department in developing the code text amendments and the requirement to secure a conditional use permit for an alcohol permit that is intended to remain in place in order to ensure that residents and concerned business owners will have an opportunity to voice their concerns through the public hearing process.

PAGE 12 of 605
Commercial Window Signs: SMMC Section 23.12.01(I) allows for temporary signs; however, the Sign Ordinance does not contain any language authorizing the placement of permanent window signs. The majority of businesses in the City have permanent window signs displaying the business name which generates a conflict for Code Enforcement when attempting to enforce the City’s Sign Ordinance. Additionally, business owners have requested additional signage since they find the approval process which requires DRC approval to be expensive and time-consuming and would like alternatives to display their business name. The intent of the code text amendment is to develop permanent window sign requirements that will assist businesses in displaying their business name in an aesthetically pleasing manner.

Commercial Signage: SMMC Section 23.15.04 requires DRC review and approval for commercial signage that changes the size, style, color, and/or materials. Business owners have approached staff to voice their concern about the amount of time it takes to go through the DRC process which usually entails a few public hearings before receiving approval. The intent of the code text amendment is to implement an administrative review process that allows staff to review and approve the replacement of existing signs for new tenants.

Any new sign would continue to be reviewed by DRC as currently required by the City’s Code.

Parking: The intent of the code text amendment is to clarify language to permit commercial properties that currently have legal non-conforming parking to allow uses within their commercial spaces without conforming to the off-street parking requirements as long as the proposed use does not require additional parking than the use it intends to replace. Additionally, the code text amendment intends to clarify language to allow repaving of existing parking spaces without conforming to the existing landscaping standards for parking lots. Business owners are reluctant to improve existing parking lots because they are unable to conform to the existing landscaping standards because they will lose parking spaces to accommodate landscaping which will increase the parking deficiency.

Staff would appreciate the City Council’s feedback on the items discussed above as we continue to work on the priority initiative.

FISCAL IMPACT & PROCUREMENT REVIEW
There is no fiscal impact associated with the consideration of adoption of Ordinance No. O-25-1418.

PAGE 13 of 605

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
Staff recommends the City Council conduct a public hearing, determine whether to amend the code regarding hedge heights as drafted by staff or as recommended by the Planning Commission, and introduce for first reading Ordinance No. O-25-1418. If the City Council agrees with staff’s recommendation, an appropriate motion would be:
“I move to waive full reading and introduce by title only Ordinance No. O-25- 1418, an Ordinance of the San Marino City Council amending Municipal Code Sections (1) 23.13.04 (B)(2)(D) to increase the maximum height for hedges in the front yard within the R-1 zone, Area District II to five feet- six inches (5’-6”); (2) 25.01.02 (D) to prohibit construction on Martin Luther King Jr.

Day; and (3) 23.06.11 to include calamities as determined by the community development director.”

ATTACHMENTS

1. Draft Ordinance No. O-25-1418

2. Planning Commission Resolution No. PCR 25-10
PAGE 14 of 605
ORDINANCE NO. O-25-1418

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SAN

MARINO, CALIFORNIA, ADOPTING AN ORDINANCE AMENDING
THE FOLLOWING MUNICIPAL CODE SECTIONS: (1) 23.13.04 (b)(2)(d)

TO INCREASE THE MAXIMUM HEIGHT FOR HEDGES IN THE FRONT
YARD WITHIN THE R-1 ZONE, AREA DISTRICT II TO FIVE FEET- SIX INCHES (5’-6”); (2) 23.06.11 TO INCLUDE CALAMITIES AS
DETERMINED BY THE COMMUNITY DEVELOPMENT DIRECTOR;
AND (3) 25.01.02 (d) TO PROHIBIT CONSTRUCTION ON MARTIN LUTHER KING JR. DAY

THE CITY COUNCIL OF THE CITY OF SAN MARINO DOES ORDAIN
AS FOLLOWS:

SECTION 1. RECITALS
WHEREAS, On May 31, 2024, the City Council recognized Martin Luther King Jr. Day as a City holiday; and
WHEREAS, On September 11, 2024, residents petitioned the City Council during the public comment portion of the City Council meeting to increase the height limit of front yard hedges in the R-1 Zone, Area District II from four feet (4’) to a maximum of five feet – six inches (5’-6”); and
WHEREAS, on Wednesday, January 8, 2025, the City Council adopted Resolution No. R-25-03, ratifying a declaration of emergency adopted by the City Manager related to a January 7, 2025 wind storm (“Wind Storm”); and
WHEREAS, Resolution No. R-25-03 authorized the streamlined planning review of windstorm damaged properties. Section 23.06.11 of the San Marino Municipal Code provides exemptions to certain zoning rules for properties damaged by fire or earthquake. However, the exemptions do not extend to damage resulting from windstorms such as that experienced on January 7, 2025. Staff are aware of at least two homes which sustained various levels of damage as a result of the windstorm and a determination was made that Section 23.06.11 should apply to repairs of the damage resulting from this windstorm and is related to the protection of life and property under the proclamation of local emergency; and
WHEREAS, SMMC 25.01.02 limits construction work or construction activity during certain hours during the week and prohibits construction on Sundays and holidays.

SECTION 2. San Marino Municipal Code Section 23.13.04(B)(2)(d) (Regulations For Fences, Walls and Hedges in the R-1 Zone) is amended to read as follows with additions identified in red font:

23.13.04: REGULATIONS FOR FENCES, WALLS AND HEDGES IN R-1 ZONE:

PAGE 15 of 605
A. General Requirements: The following requirements shall apply to all fences, gates, pilasters, yard walls, hedges and retaining walls:

1. All yard walls and retaining walls shall have weep holes or openings not more than two inches (2") in diameter at intervals of not more than ten feet (10'), so located as to permit the natural flow of surface drainage water.

2. All fences, yard walls and retaining walls shall conform to the requirements of the applicable provisions of the Building Code.

3. No fence or yard wall shall be constructed of hog wire, barbed wire or sharp pointed material, and no electrically charged fence shall be erected, constructed or maintained in the City.

4. No fence in the front yard area or in the side yard area facing a street of a corner lot shall be constructed of chainlink or other wire material except as provided for in section 23.13.05 of this article.

5. The height of any fence, gate, pilaster, yard wall or hedge at any point shall be defined as the difference in elevation measured between the top of the fence, gate, pilaster, yard wall or hedge and the finished ground surface at a point one foot (1') from the fence, gate, pilaster, yard wall or hedge measured at right angles from the low side (the side with the greatest exposed surface). The height of a retaining wall shall be defined as the height of its exposed vertical surface.

B. Front Yard Requirements: All fences, gates, pilasters, yard walls, retaining walls or hedges located in the front yard area shall conform to the requirements set forth herein:

1. Setback: No fence, gate, pilaster, yard wall or retaining wall shall be located and maintained less than eighteen inches (18") from the front property line or the distance established by the DRC for safety reasons 1 .

2. Height:
a. No fence, yard wall or retaining wall in Area District III, IV, V, VI or VII shall exceed four feet (4') in height.
b. No fence, yard wall or retaining wall in Area District I or II shall exceed five feet six inches (5'6") in height.
c. Fences, yard walls and retaining walls less than twenty feet (20') from the side street property line on a corner lot abutting a key lot shall not exceed four feet (4') in height. (Ord. 096- 1093, 7-10-1996)
d. No hedge shall exceed four feet (4') in height in the required front yard in the R-1 Zone.

In the R-1 Zone, Area District II, no hedge shall exceed five feet – six inches (5’-6”) in the required front yard. In Districts IE and I only, no hedge shall exceed the greater of four feet (4') or the height of an existing and legally permitted chainlink or wire front yard fence. This does not apply to hedges on properties fronting Huntington Drive, Sierra Madre Boulevard, California Boulevard, Los Robles Avenue, San Gabriel Boulevard, and Oak Knoll Avenue (north of Huntington Drive).

Hedges on these specific streets shall not exceed eight feet (8') in height. (Ord. 0-11-1251, 5-27- 2011)
SECTION 3. San Marino Municipal Code Section 23.06.11 (Times Construction Prohibited) is amended to read as follows with additions identified in red font:

23.06.11: REPAIR, RELOCATION OR ALTERATION OF DAMAGED BUILDINGS:

PAGE 16 of 605
No building which has been damaged or partially destroyed to the extent of more than fifty percent (50%) of its replacement value shall be repaired, moved or altered except in conformity with the provisions of this chapter pertaining to buildings thereafter erected. This section shall not apply to existing legal nonconforming residential or accessory buildings damaged by fire or earthquake, or other calamities as determined by the Community Development Director, which may be rebuilt on prior foundations and/or footprints to the preexisting size, configuration and style. (Ord. 096-1093, 7-10-1996)
SECTION 4. San Marino Municipal Code Section 25.01.02 (Time Construction Prohibited) is amended to read as follows with additions identified in red font:

25.01.02: TIMES CONSTRUCTION PROHIBITED:

It shall be unlawful for any person to perform or to cause or permit to be performed any construction work or construction activity for which a permit is required by this chapter or for any person requiring a business license pursuant to chapter XI of this Code to perform or to cause or permit to be performed any construction work or construction activity on the following days: (Ord. 092-1015, 6-10-1992)
A. On Mondays through Fridays, before seven o'clock (7:00) A.M. and after six o'clock (6:00) P.M.; except, that the Director of Planning and Building may authorize, in connection with seismic upgrading or fire sprinkler installation, construction work or activity in the C-1 Zone to be performed outside between six o'clock (6:00) P.M. and nine o'clock (9:00) P.M. and inside an enclosed building after nine o'clock (9:00) P.M. Such construction work or activity shall be performed in compliance with any conditions the Director of Planning and Building shall impose to alleviate potential disturbance to surrounding properties.

B. On Saturdays, before nine o'clock (9:00) A.M. and after four o'clock (4:00) P.M.; except, that the Director of Planning and Building may authorize, in connection with seismic upgrading or fire sprinkler installation, construction work or activity in the C-1 Zone to be performed outside between four o'clock (4:00) P.M. and nine o'clock (9:00) P.M. and inside an enclosed building after nine o'clock (9:00) P.M. Such construction work or activity shall be performed in compliance with any conditions the Director of Planning and Building shall impose to alleviate potential disturbance to surrounding properties. (Ord. 092-1027U, 8-12-1992) C. Sundays.

D. The following holidays:

New Year's Day
Martin Luther King Jr. Day
Presidents' Day
Memorial Day
Fourth of July
Labor Day
Veterans Day
Thanksgiving
The Friday after Thanksgiving
Christmas Eve
Christmas Day
New Year's Eve
PAGE 17 of 605
If any of the above holidays fall on a Saturday, construction work and construction activity shall be prohibited on the preceding Friday. If any of the above holidays fall on a Sunday, construction work and construction activity shall be prohibited on the following Monday.

This section shall not apply to the emergency repairs necessary for health, safety or preservation of property. (Ord. 092-1015, 6-10-1992)
SECTION 5. SEVERABILITY
If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this Chapter, or its application to any person or circumstance, is for any reason held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases of this Chapter, or its application to any other person or circumstance. The City Council declares that it would have adopted each section, subsection, subdivision, paragraph, sentence, clause or phrase hereof, irrespective of the fact that any one or more other sections, subsections, subdivisions, paragraphs, sentences, clauses or phrases hereof be declared invalid or unenforceable.

SECTION 6. CEQA.

In accordance with Section 15060(c)(3) of the California Environmental Quality Act (CEQA) Guidelines, the Ordinance and Resolution, which would (1) make the maximum permitted height of front yard hedges in the R-1 Zone, Area District II consistent with the 5’-6” height limit for front yard walls and fences within Area District II; (2) make the days during which construction is prohibited consistent with City-recognized holidays; and (3) provide the Community Development Director the authority to approve permit requests for the repair of nonconforming buildings damaged by natural disasters or calamities other than fires or earthquakes is not subject to CEQA review because the activity is not a project as defined in Section 15378 of the CEQA Guidelines. CEQA Guidelines Section 15061(b)(3) provides that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA because the activity is not a project as defined in Section 15378 of the CEQA Guidelines.

SECTION 7. PUBLICATION
The Mayor shall sign and the City Clerk shall attest to the adoption of this Ordinance and shall cause the same to be published as required by law.

SECTION 8. EFFECTIVE DATE
This ordinance shall take effect 30 days following publication by title and summary.

PASSED, APPROVED, AND ADOPTED at a regular meeting of the City Council of the City of San Marino held on XXXXX, 2025.

PAGE 18 of 605
_____________________________________

GRETCHEN SHEPHERD ROMEY
MAYOR
ATTEST:
_________________________

ALISON WALKER

CITY CLERK
APPROVED AS TO FORM:
_________________________

JOSEPH MONTES

CITY ATTORNEY
PAGE 19 of 605

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES ) SS

CITY OF SAN MARINO )
I HERBY CERTIFY that the foregoing Ordinance No. O-25-1418, was introduced at a Meeting of the City Council held on the 25th day of July, 2025, and was approved and adopted at a Regular Meeting of the City Council held on the XXth day of XXXX, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
___________________________

ALISON WALKER

CITY CLERK
PAGE 20 of 605
RESOLUTION NO. PCR-25-10

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF

SAN MARINO, CALIFORNIA, RECOMMENDING THAT THE CITY
COUNCIL ADOPT ORDINANCE NO. O-25-1418 AMENDING THE
FOLLOWING MUNICIPAL CODE SECTIONS: (1) 23.13.04 (B)(2)(D) TO REVISE THE HEDGE HEIGHT REGULATIONS IN THE R-1 ZONE,

AREA DISTRICT II, TO PROVIDE THAT NO HEDGE IN THE FRONT YARD SHALL EXCEED THE GREATER OF FOUR FEET (4’) OR THE

HEIGHT OF AN EXISTING OR LEGALLY PERMITTED FENCE OR
WALL; (2) 23.06.11 TO INCLUDE CALAMITIES AS DETERMINED BY THE COMMUNITY DEVELOPMENT DIRECTOR; AND (3) 25.01.02 (D) TO PROHIBIT CONSTRUCTION ON MARTIN LUTHER KING JR.

DAY
WHEREAS, On May 31, 2024, the City Council recognized Martin Luther King Jr. Day as a City holiday; and
WHEREAS, SMMC 25.01.02 limits construction work or construction activity during certain hours during the week and prohibits construction on Sundays and holidays; and WHEREAS, On September 11, 2024, residents petitioned the City Council during the public comment portion of the City Council meeting to increase the height limit of front yard hedges in the R-1 Zone, Area District II from four feet (4’) to a maximum of five feet – six inches (5’-6”); and
WHEREAS, on Wednesday, January 8, 2025, the City Council adopted Resolution No. R-25-03, ratifying a declaration of emergency adopted by the City Manager related to a January 7, 2025, windstorm (windstorm); and
WHEREAS, Resolution No. R-25-03 authorized the streamlined planning review of windstorm damaged properties. Section 23.06.11 of the San Marino Municipal Code provides exemptions to certain zoning rules for properties damaged by fire or earthquake. However, the exemptions do not apply to damage resulting from windstorms such as that experienced on January 7, 2025. Staff are aware of at least two homes which sustained various levels of damage because of the windstorm and a determination was made that Section 23.06.11 should apply to damage resulting from this windstorm and is related to the protection of life and property under the proclamation of local emergency; and
WHEREAS, a public hearing to consider this code amendment was set and held before the special meeting of the Planning Commission on May 27, 2025, at the hour of 6:00 p.m., and relevant testimony, evidence, and comments have been made a part of the record; and WHEREAS, on May 27, 2025, the Planning Commission also reviewed all the information provided in the staff reports and considered the testimony given at the public hearings, including all written communications to the Planning Commission, as well as other pertinent information; and
PAGE 21 of 605
CITY OF SAN MARINO PLANNING COMMISSION RESOLUTION NO. PCR-25-10

WHEREAS, on May 27, 2025, the Planning Commission deliberated the merits of the code amendment and moved to continue the hearing to the next meeting on June 25, 2025; and WHEREAS, on June 25, 2025, the Planning Commission also reviewed all the information provided in the staff report and considered the testimony given at the public hearing, including all written communications to the Planning Commission, as well as other pertinent information; and WHEREAS, on June 25, 2025, the Planning Commission deliberated the merits of the code amendment and made a Motion of Intent to recommend that the City Council adopt the Ordinance amendments to revise the hedge height regulations in the R-1 zone, Area District II, to provide that no hedge in the front yard shall exceed the greater of four feet (4’) or the height of an existing or legally permitted fence or wall, prohibit construction on Martin Luther King Jr. Day, and include calamities as determined by the Community Development Director in Section 23.06.11.

NOW, THEREFORE, BE IT RESOLVED by the Planning Commission of the City of San Marino as follows:

SECTION 1. The Planning Commission hereby declares that the recitals set forth above are true and correct, and incorporated into this resolution as findings of the Planning Commission.

SECTION 2. FINDINGS.

A. That the above recitations are true and correct.

B. That the Planning Commission hereby determines that the proposed ordinance is compatible, consistent, and integrated with all other elements of the City’s General Plan.

C. That the Planning Commission finds and recommends that the City Council declare that the proposed Ordinance is exempt from CEQA review. In accordance with Section 15060(c)(3) of the California Environmental Quality Act (CEQA) Guidelines, the Ordinance and Resolution, which would (1) revise the hedge height regulations in the R-1 zone, Area District II, to provide that no hedge in the front yard shall exceed the greater of four feet (4’) or the height of an existing or legally permitted fence or wall, (2) prohibit construction on days consistent with City-recognized holidays, and (3) provide the Community Development Director the authority to approve permit requests for the repair of nonconforming buildings damaged by natural disasters or calamities other than fires or earthquakes, is not subject to CEQA review because the activity is not a project as defined in Section 15378 of the CEQA Guidelines. CEQA Guidelines Section 15061(b)(3) provides that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA because the activity is not a project as defined in Section 15378 of the CEQA Guidelines.

D. That the Planning Commission recommends adoption of the proposed Ordinance by the City Council.

PAGE 22 of 605
CITY OF SAN MARINO PLANNING COMMISSION RESOLUTION NO. PCR-25-10

SECTION 3. Severability: If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Resolution is, for any reason, held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Resolution. The Planning Commission hereby declares that it would have adopted this Resolution and each and every section, subsection, subdivision, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases, or portions thereof be declared unconstitutional.

PASSED, APPROVED AND ADOPTED, at a meeting of the Planning Commission of the City of San Marino, California, on this 25th day of June, 2025.

SHELLEY BOYLE,
Chair, San Marino Planning Commission

ATTEST:

ISIDRO FIGUEROA
Secretary, San Marino Planning Commission
PAGE 23 of 605
TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Alison Walker, City Clerk
DATE: July 25, 2025
SUBJECT: APPOINTMENT OF MEMBERS TO CITY OF SAN MARINO

LIBRARY BOARD OF TRUSTEES ADVISORY BODY

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Engaged and Connected Residents
Efficient, Responsive, and Effective City Services
Fiscally Responsible and Transparent City Government

BACKGROUND
The City Council has established a number of advisory bodies which assist the City Council with a variety of issues, needs, and concerns. The City Council appoints Council Members to act as a delegate and alternate (“Council Liaisons”) to each of the advisory bodies. These Council Liaisons determine the application review process and make recommendations to the full City Council for advisory body appointments.

City of San Marino Advisory Bodies:

Planning Commission
Design Review Committee
Library Board of Trustees
Recreation Commission
Public Safety Commission

DISCUSSION
The Library Board of Trustees has two (2) terms that ended on May 31, 2025, for two (2) full member positions.

Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
PAGE 24 of 605
The table below identifies the vacancies on the Library Board of Trustees and the number of applications received.

Advisory Body Vacancies Number of
Applicants
Library Board of Trustees
Council Member Chang – Delegate
Council Member Chou – Alternate
Two (2) regular members 4
The Council Liaisons held interviews with the candidates and are making recommendations to appoint Sandy Wu and Diana Nixon as full members to the Library Board of Trustees for three (3) year terms which are included in the recommended action below.

Sandy Wu is currently serving as an alternate member and her appointment to a full member position will create a vacancy for an alternate position. The Council Liaisons are making a recommendation to appoint Jody Nichols as an alternate member to the Library Board of Trustees to complete Sandy Wu’s term to end on May 31, 2026.

FISCAL IMPACT & PROCUREMENT REVIEW
None.

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
The Council Liaisons for the Library Board of Trustees recommend the Council appointment of two (2) regular members, each commencing on July 10, 2025.

If Council concurs, the appropriate motion would be:
“I move to appoint Sandy Wu and Diana Nixon as regular members of the Library Board of Trustees to serve terms ending May 31, 2028, and to appoint Jody Nichols as an alternate member to serve a partial term ending on May 31, 2026.”

ATTACHMENTS
None.

PAGE 25 of 605
TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Amber Shah, Parks & Public Works Director/City Engineer DATE: July 25, 2025
SUBJECT: FIND THE COMMUNITY DEVELOPMENT BLOCK GRANT
(CDBG) FUNDED FY 2024-25 ADA SIDEWALK CURB RAMP

PROJECT EXEMPT UNDER THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT (CEQA), APPROVE THE

PLANS AND SPECIFICATIONS AVAILABLE AT THE OFFICE

OF THE CITY CLERK AND AT THE DIAS, AWARD A

CONSTRUCTION AGREEMENT TO CT&T CONCRETE
PAVING IN THE LOW BASE BID AMOUNT OF $159,379.19,
AND REJECT ALL OTHER BIDS; AND AUTHORIZE THE

PARKS AND PUBLIC WORKS DIRECTOR/CITY ENGINEER

TO APPROVE CONTINGENCIES IN AN AMOUNT NOT TO
EXCEED $15,938

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Efficient, Responsive, and Effective City Services
Fiscally Responsible and Transparent City Government
Well Maintained Infrastructure

BACKGROUND
The United States Department of Housing and Urban Development’s (HUD) Community Development Block Grant (CDBG) is a program that supports community development activities to build stronger and more resilient communities. CDBG’s primary objectives are to fund projects or programs that benefit low and moderate income individuals as well as aid in preventing neighborhood deterioration. Public improvements to infrastructure such as streets, sidewalks, curbs and gutters, etc. are also eligible provided that they Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
PAGE 26 of 605
provide assistance to those with special needs, including making the improvements accessible to persons with disabilities.

Each funding cycle, HUD provides funds to the Los Angeles County Development Authority (LACDA), who in turn provides funds to municipalities for eligible projects. Over the past few years, the City has worked with LACDA to identify eligible projects for CDBG funding. While a small portion of CDBG funding (approximately $10,000) is utilized by the Community Services Department for Senior Outreach Programs, the City has $349,541 in funds available for an eligible project that were required to be spent prior to the funds’ expiration on June 30, 2025, but have since been extended until June 30, 2026.

Staff have identified an eligible project to utilize the CDBG funds. The City has numerous sidewalk curb ramps that are in poor condition and/or currently out of compliance with current Americans with Disabilities Act (ADA) accessibility standards. As such, the City has identified a project to construct nineteen (19) ADA-compliant curb ramps to provide accessible paths of travel for pedestrians with disabilities.

The identified curb ramps are predominately located along Huntington Drive and near Huntington Middle School, which incurs frequent pedestrian traffic.

LACDA has approved the use of CDBG funds for this specific project. At its November 13, 2024, meeting, the City Council awarded a Professional Services Agreement to Nichols Consulting Engineers (NCE) in the amount of $47,195, for the design of the project, leaving approximately $300,000 of remaining CDBG funds available for the construction phase of the project.

NCE completed the project design in May, and the City issued a Notice Inviting Bids for the project on May 21, 2025. On June 13, 2025, the City received a total of nine (9) bids for the work, with the apparent lowest responsive bidder being CT&T Concrete Paving, Inc.

DISCUSSION
Upon completion of the Project Plans and Specifications, which are on file in the office of the City Clerk and present on the dais, the Public Works Department advertised the project for construction bids via the City’s online procurement platform. On June 13, 2025, a total of nine (9) bids were received for the CDBG ADA Sidewalk Curb Ramp Project, as follows:

Bidder Base Bid
Addison-Miller Inc. $659,500
CJ Concrete Construction Inc. $243,000
PAGE 27 of 605
CT&T Concrete Paving Inc. $159,379.19
Dash Construction Inc. $287,399
FS Contractors Inc. $253,750
Gentry General Engineering Inc. $237,140
Pavement Rehab Company $199,780
Toro Enterprises Inc. $319,695
TVR Construction Engineering $192,750
Engineer’s Estimate $226,800
A summary tabulation of each bidder’s complete bid schedule is also attached to this report. Pursuant to the Plans and Specifications, the lowest responsive, responsible bidder will be determined by the sum of the base bid only. The apparent low bidder, CT&T Concrete Paving Inc., provided the lowest responsive and responsible base bid, provided satisfactory references, is registered with the State Department of Industrial Relations, and is able to comply with the various federal requirements associated with CDBG-funded projects.

CT&T Concrete Paving has experience with numerous municipal projects, including multiple CDBG-funded sidewalk projects such as this one. As such, staff recommends award of a Construction Agreement for the CDBG funded ADA Sidewalk Curb Ramp Project to CT&T Concrete Paving Company, Inc., in the low base bid amount of $159,379.19, plus a 10% contract contingency of $15,938.00. The requested contingency will cover costs due to unforeseen site conditions and change orders for additional work requested by the City. The total amount for the construction plus the construction contingency is $175,317.19. Once work has commenced, the project is scheduled to take twenty-five (25) working days to complete.

CEQA REVIEW
Pursuant to the California Environmental Quality Act (CEQA), this project is categorically exempt under Sections 15301(c) (Existing Facilities) and 15302 (Replacement or Reconstruction) because the sidewalk ramps comprising the project are existing facilities that will be located on the same site and within the current boundaries of the existing ramps, and will have the same purpose and capacity as the original ramps. Staff will prepare a Notice of Exemption for the project should it be approved.

FISCAL IMPACT & PROCUREMENT REVIEW
The FY 2024-25 Capital Improvement Program budget includes $349,541 in CDBG funds for the totality of the project, including both the design and construction phases of the work. A FY 2025-26 budget adjustment is needed PAGE 28 of 605
to Account #204-48-4600-9272 in the amount of $302,346 to carry over the budget.

Staff estimates the project’s overall cost, combining the design/construction support, construction cost, and project contingency will be $222,512.19. Staff also plans to procure professional services to administer the federal labor compliance requirements of the construction contract in an amount not to exceed $10,000, increasing the total estimated project cost to $232,512.19.

See below for breakdown.

Item Cost
Construction Contract (CT&T Paving) $159,379.19
Construction Contingency (10%) $15,938.00
Labor Compliance (TBD) $10,000.00
Design Contract (NCE) $47,195.00
Total Project Cost $232,512.19
Sufficient funds are available in the project account to complete all work associated with the project.

The Finance Director has reviewed the staff report for compliance with San Marino City Code §02.06.05.B.5.

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
Staff recommends the City Council 1) find the project categorically exempt under the California Environmental Quality Act (CEQA) pursuant to Sections 15301(c) and 15302 of Title 14, Chapter 3 of the California Code of Regulations (Class 1, Existing Facilities exemption), 2) approve the Plans and Specifications available at the office of the City Clerk and at the dais, 3) award a Construction Agreement to CT&T Concrete Paving Company, and 4) authorize the Parks and Public Works Director/City Engineer to approve contract change orders and other contingencies in an amount not to exceed $15,938. If the Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to 1) find the ADA Sidewalk Curb Ramp Project exempt from review under the California Environmental Quality Act (CEQA) pursuant to Sections 15301(c) and 15302 of Title 14, Chapter 3 of the California Code of Regulations (Class 1, Existing Facilities exemption), 2) approve the Plans and PAGE 29 of 605
Specifications available at the office of the City Clerk and at the dais, 3) award a Construction Agreement to CT&T Concrete Paving Company, Inc. for the CDBG-funded ADA Sidewalk Curb Ramp Project No. 24/25-9272A in the amount of $159,379.19, reject all other bids, and authorize the City Manager to execute the Agreement, 5) authorize the Parks and Public Works Director/City Engineer to approve contract change orders in an amount not to exceed $15,938, and 6) Approve the FY 2025-26 budget adjustment needed.

ATTACHMENTS

1. Bid Tabulation

2. Proposal from CT&T Concrete Paving

3. Draft Construction Agreement

4. Project Plans
PAGE 30 of 605
Name CDBG Sidewalk Ramp Project
Proj. No. 24/25-9272A
Bid
Opening January 31, 2024 Probable Estimate
of Cost (Note 1)
Item
Number Item Description Unit Quantity Unit Price Extended Amount Unit Price Extended Amount 1 Mobilization LS 1 14,900.00 14,900.00 10,380.01 10,380.01 2 Construction Surveying LS 1 17,100.00 17,100.00 9,680.00 9,680.00 3 Implement Temporary Construction Best
Management Practices (BMP's) LS 1 3,800.00 3,800.00 4,000.00 4,000.00 4 Remove and Replace Curb Ramp (various
CalTrans cases) Ea 17 10,000.00 170,000.00 7,389.32 125,618.44 5 Retrofit Curb Ramp with Detectable Warning
Surface Tile Ea 2 2,000.00 4,000.00 1,025.87 2,051.74
6 Remove and Replace Curb and Gutter LF 10 200.00 2,000.00 60.90 609.00 7 Remove and Restore Pavement Traffic
Markings and Striping and Curb Paint LS 1 15,000.00 15,000.00 7,040.00 7,040.00 TOTAL BASE BID 226,800.00 159,379.19
Checked by: Robert Bauman
NOTES
Approved by:

Bidder #1 (low bidder)
Name: CT&T Concrete Paving, Inc.

Diamond Bar, CA

CITY OF SAN MARINO

BID TABULATION SUMMARY SHEET
Bid Tabulation Summary Sheet Printed: 6/19/2025 PAGE 31 of 605 Page 1 Name CDBG Sidewalk Ramp Project
Proj. No. 24/25-9272A
Bid
Opening January 31, 2024
Item
Number Item Description Unit Quantity
1 Mobilization LS 1
2 Construction Surveying LS 1
3 Implement Temporary Construction Best
Management Practices (BMP's) LS 1
4 Remove and Replace Curb Ramp (various
CalTrans cases) Ea 17
5 Retrofit Curb Ramp with Detectable Warning
Surface Tile Ea 2
6 Remove and Replace Curb and Gutter LF 10
7 Remove and Restore Pavement Traffic
Markings and Striping and Curb Paint LS 1

TOTAL BASE BID
Checked by: Robert Bauman
NOTES
Approved by:

CITY OF SAN MARINO

BID TABULATION SUMMARY SHEET
Unit Price Extended Amount Unit Price Extended Amount
7,000.00 7,000.00 22,030.00 22,030.00
7,000.00 7,000.00 8,250.00 8,250.00
5,000.00 5,000.00 5,000.00 5,000.00
8,750.00 148,750.00 9,000.00 153,000.00
7,500.00 15,000.00 1,500.00 3,000.00
200.00 2,000.00 100.00 1,000.00
8,000.00 8,000.00 7,500.00 7,500.00
192,750.00 199,780.00
Bidder #2
Name: TVR Construction Engineering
Riverside, CA
Bidder #3
Name: Pavement Rehab Company, Yorba
Linda, CA
Bid Tabulation Summary Sheet Printed: 6/19/2025 PAGE 32 of 605 Page 2 Name CDBG Sidewalk Ramp Project
Proj. No. 24/25-9272A
Bid
Opening January 31, 2024
Item
Number Item Description Unit Quantity
1 Mobilization LS 1
2 Construction Surveying LS 1
3 Implement Temporary Construction Best
Management Practices (BMP's) LS 1
4 Remove and Replace Curb Ramp (various
CalTrans cases) Ea 17
5 Retrofit Curb Ramp with Detectable Warning
Surface Tile Ea 2
6 Remove and Replace Curb and Gutter LF 10
7 Remove and Restore Pavement Traffic
Markings and Striping and Curb Paint LS 1

TOTAL BASE BID
Checked by: Robert Bauman
NOTES
Approved by:

CITY OF SAN MARINO

BID TABULATION SUMMARY SHEET
Unit Price Extended Amount Unit Price Extended Amount
1,240.00 1,240.00 1,000.00 1,000.00
8,800.00 8,800.00 11,000.00 11,000.00
4,300.00 4,300.00 3,500.00 3,500.00
12,000.00 204,000.00 12,500.00 212,500.00
4,900.00 9,800.00 1,000.00 2,000.00
150.00 1,500.00 200.00 2,000.00
7,500.00 7,500.00 11,000.00 11,000.00
237,140.00 243,000.00
Bidder #4
Name:Gentry General Engineering Inc.,
Colton, CA
Bidder #5
Name: CJ Concrete Construction Inc. Santa
Fe Springs, CA
Bid Tabulation Summary Sheet Printed: 6/19/2025 PAGE 33 of 605 Page 3 Name CDBG Sidewalk Ramp Project
Proj. No. 24/25-9272A
Bid
Opening January 31, 2024
Item
Number Item Description Unit Quantity
1 Mobilization LS 1
2 Construction Surveying LS 1
3 Implement Temporary Construction Best
Management Practices (BMP's) LS 1
4 Remove and Replace Curb Ramp (various
CalTrans cases) Ea 17
5 Retrofit Curb Ramp with Detectable Warning
Surface Tile Ea 2
6 Remove and Replace Curb and Gutter LF 10
7 Remove and Restore Pavement Traffic
Markings and Striping and Curb Paint LS 1

TOTAL BASE BID
Checked by: Robert Bauman
NOTES
Approved by:

CITY OF SAN MARINO

BID TABULATION SUMMARY SHEET
Unit Price Extended Amount Unit Price Extended Amount
20,000.00 20,000.00 31,360.00 31,360.00
19,000.00 19,000.00 12,075.00 12,075.00
5,000.00 5,000.00 8,050.00 8,050.00
11,200.00 190,400.00 12,740.00 216,580.00
2,500.00 5,000.00 3,710.00 7,420.00
110.00 1,100.00 161.00 1,610.00
13,250.00 13,250.00 10,304.00 10,304.00
253,750.00 287,399.00
Bidder #6
Name: FS Contractors Inc., Sylmar, CA
Bidder #7
Name: Dash Construction Inc., Woodland
Hills, CA
Bid Tabulation Summary Sheet Printed: 6/19/2025 PAGE 34 of 605 Page 4 Name CDBG Sidewalk Ramp Project
Proj. No. 24/25-9272A
Bid
Opening January 31, 2024
Item
Number Item Description Unit Quantity
1 Mobilization LS 1
2 Construction Surveying LS 1
3 Implement Temporary Construction Best
Management Practices (BMP's) LS 1
4 Remove and Replace Curb Ramp (various
CalTrans cases) Ea 17
5 Retrofit Curb Ramp with Detectable Warning
Surface Tile Ea 2
6 Remove and Replace Curb and Gutter LF 10
7 Remove and Restore Pavement Traffic
Markings and Striping and Curb Paint LS 1

TOTAL BASE BID
Checked by: Robert Bauman
NOTES
Approved by:

CITY OF SAN MARINO

BID TABULATION SUMMARY SHEET
Unit Price Extended
Amount Unit Price Extended Amount
57,300.00 57,300.00 80,000.00 80,000.00
8,170.00 8,170.00 40,000.00 40,000.00
2,625.00 2,625.00 35,000.00 35,000.00
13,840.00 235,280.00 24,500.00 416,500.00
3,500.00 7,000.00 4,000.00 8,000.00
409.00 4,090.00 500.00 5,000.00
5,230.00 5,230.00 75,000.00 75,000.00
319,695.00 659,500.00
Bidder #8
Name: Toro Enterprises Inc..

Oxnard, CA
Bidder #9
Name: Addison-Miller Inc.,
Orange, CA
Bid Tabulation Summary Sheet Printed: 6/19/2025 PAGE 35 of 605 Page 5 PAGE 36 of 605
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CDBG Sidewalk Ramp Project, CIP No.24/25-9272A,

CITY OF SAN MARINO CONTRACTOR AGREEMENT
CDBG Sidewalk Ramp Project, CIP No.24/25-9272A,
This City of San Marino Contractor Agreement (“Agreement”) is made and entered into for the above referenced Project by and between the City of San Marino (“Agency”), and CT&T Concrete Paving, Inc. (“Contractor”) on the 27th day of June, 2025.

In consideration of the mutual covenants and agreements set forth herein, Agency and Contractor have mutually agreed as follows:

CONSTRUCTION
The Contractor agrees to do all the Work in connection with the [CDBG Sidewalk Ramp Project, CIP No.24/25-9272A, to be constructed at various locations in the City of San Marino, California, including to furnish any and all labor, services, materials and equipment to construct and complete the Project, and appurtenant work in connection therewith, said work to be done and materials to be furnished in strict conformity with the Contract Documents, including but not limited to this Agreement, approved Change Orders, Notice Inviting Bids, Instructions to Bidders, Bidder’s Proposal and Information Required for Bid Submittal, Bid Schedules, Addenda and/or Bulletins, plans, Special Provisions (Specifications), General Conditions, General Provisions, Greenbook 2021 as amended and supplemented, technical references, all other referenced documents, all codes, permit conditions and regulations, for the total amount(s) and any unit prices and additive/deductive items, including all work, labor, services, materials and equipment described and reasonably inferable from documents enumerated in Exhibit “A” attached hereto and incorporated herein by reference (such construction and furnishing of labor, service, materials and equipment hereinafter referred to as the “Work”) in a good workmanlike manner according to any and all applicable best practices to the satisfaction of the Agency. The term Contract Documents shall mean this Agreement, and all of the items enumerated in Exhibit “A” and all change orders or addenda issued by the Agency with respect thereto. Agency must consent in writing to any changes in the scope of Work. Exhibit “A” shall be deemed revised in accordance with any revisions for which Agency’s consent has been issued. Any revisions to the scope of Work for which Agency’s written consent has not provided shall be null and void and done at the risk and sole expense of the Contractor.

CONTRACT PRICE
Agency hereby agrees to pay and the Contractor agrees to accept as full compensation for all Work performed in accordance with these Contract Documents the Contract Price as set forth in Exhibit “B”, Contract Price, attached hereto and incorporated herein by reference. Payments to the Contractor shall be made in the manner described in the Special Provisions.

TIME FOR PERFORMANCE
Time is of the essence in Contractor’s performance of the Work for this Agreement. Contractor agrees to diligently pursue the performance and completion of the Work in every detail to the satisfaction of the Agency, exclusive of maintenance periods, within the specified duration set forth in the Notice to Proceed.

All timing requirements shall be strictly adhered to unless otherwise modified by the Agency in accordance with the Bid and Contract Documents.

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 Prior to execution of the Agreement, the State of California declared a state of emergency and issued a stay at home order in connection with the COVID-19 pandemic, and the County of Los Angeles (“County”) issued numerous orders relating to COVID-19, including without limitation an Order to Shelter in Place, originally dated March 17, 2020 (as subsequently extended and amended, including after the date of the Agreement, the “County Order”). In no event shall Contractor be entitled to any additional compensation in connection with any delay or costs associated with the COVID 19 pandemic, the County Order, or any other governmental requirements or regulations in connection therewith, whether currently existing or hereinafter enacted. In the event of any conflict between the terms of this Section and any other provision of the Agreement, in all events, the terms of this Section shall control.

DELAYS AND EXTENSIONS OF TIME
Delays and extensions of time will be handled by Agency and Contractor pursuant to the provisions of Section 6-4 of the Special Provisions. However, Contractor must comply with the written notice requirement, as well as timely report back-up information, in strict compliance with the requirements of the provisions of Section 6-4 of the Special Provisions; Contractor’s failure to submit these items within the times specified will constitute a waiver of the extension of time and payment for delay and will be ground for refusal by the Agency to consider such request.

LABOR CODE REQUIREMENTS
Pursuant to Labor Code Section 1771.1, the Contractor and all subcontractors shall be registered with the Department of Industrial Relations. Pursuant to Labor Code Section 1771.4, the Contractor is hereby notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Contractor, and any subcontractor engaged by Contractor, must pay not less than the specified prevailing rate of per diem wages to all workers employed in the execution of the contract. (Labor Code § 1774.) Contractor is responsible for compliance with Labor Code section 1776 relative to the retention and inspection of payroll records.

Contractor must comply with all provisions of Labor Code section 1775. Under Section 1775, Contractor may forfeit as a penalty to City up to $50.00 for each worker employed in the execution of the Contract by Contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor may also be liable to pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof, for which each worker was paid less than the prevailing wage rate.

Contractor acknowledges and agrees to abide by the provisions of California Labor Code §§ 1720, et seq., as well as 1771, 1773, 1773.1, 1773.2, 1773.6, 1773.7, 1774, 1775 1776 and 1777, pertaining to the obligation to pay prevailing wages with respect to the performance of work (“Prevailing Wage Laws”).

Contractor shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

Contractor acknowledges that under California Labor Code sections 1810 et seq., eight hours of labor constitutes a legal day’s work. Contractor will forfeit as a penalty to City the sum of $25.00 for each worker employed in the execution of this Contract by Contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar PAGE 56 of 605
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day and 40 hours in any one calendar week in violation of the provisions of Labor Code section 1810. (Labor Code § 1813.)

NON-DISCRIMINATION
Contractor, its officers, agents, employees, and subcontractors may not discriminate in the employment of persons to perform the Work because of the race, religion, creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex or age of such person, except as may be permitted by California Government Code section 12940. Contractor is responsible for compliance with this section.

AUTHORIZED AGENCY REPRESENTATIVES
On behalf of the Agency, the City Engineer of the City of San Marino shall be the Agency’s authorized representative in the interpretation and enforcement of all Work performed in connection with this Agreement. The City Engineer may delegate authority in connection with this Agreement to his/her assigned designees.

INDEMNIFICATION
Contractor agrees to indemnify, defend and hold harmless City, its elected officials, officers, employees and agents from and against, any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs and expenses of whatever nature, including reasonable attorneys’ fees and disbursements (collectively, “Claims”), which City may suffer or incur or to which City may become subject by reason of or arising out of any injury to or death of any person(s), damage to property, loss of use of property, economic loss or otherwise occurring as a result of any negligent or willfully wrongful acts or omissions of Contractor, its officers, employees, agents, or subcontractors committed in performing any Work under this Contract, excluding Claims occurring as a result of the City’s sole negligence or willful acts or omissions.

If any action or proceeding is brought against City by reason of any of the matters against which Contractor has agreed to indemnify City as provided above, City need not have first paid for any of the matters to which City is entitled to indemnification in order to be so indemnified. In the event of any Claim made against City, City may, in its sole discretion, reserve, retain or apply any funds due to Contractor under this Contract for the purpose of resolving such Claim. The provisions of this section will survive the expiration or earlier termination of this Agreement.

CLAYTON AND CARTWRIGHT ACT ASSIGNMENTS. In entering into this Contract or a contract with a subcontractor to supply goods, services, or materials pursuant to this Contract for the Project, Contractor and any or subcontractor is deemed to have offered and agreed to assign to City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700 of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials for the Project. This assignment will be deemed made and will become effective at the time City tenders final payment to Contractor, without further acknowledgement by the Parties.

INSURANCE
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Contractor agrees to have and maintain in full force and effect during the term of this Agreement the insurance coverages listed in Exhibit “C” (“Insurance”), which is made a part of this Agreement.

Further, by signing below Contractor certifies that he/she/it is aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work of this Agreement. Additionally, Contractor shall require each subcontractor to comply with the requirements of Section 3700 of the Labor Code, including requiring each subcontractor to execute the following certification:
“I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for worker’s compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the Work of this Agreement.”
ENTIRE AGREEMENT; CONFLICT
The Contract Documents comprise the entire agreement between the Agency and the Contractor with respect to the Work. In the event of conflict between the terms of this Agreement and the bid of the Contractor, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid conflicting herewith.

PROJECT DOCUMENTATION
All data, drawings, maps, models, notes, books, documents, papers, daily reports, schedules, time and materials tickets, employee time sheets, accounting records and other evidence pertaining to costs incurred, photographs, reports, studies and other documents (collectively, “Project Documents”) prepared, developed or discovered by Contractor in the course of performing any of the Work under this Contract will become the sole property of City. Upon the expiration or termination of this Contract, Contractor must turn over all original Project Documents to City in its possession, but may retain copies of any of the Project Documents it may desire.

Contractor shall maintain the Project Documents and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement any documents not turned over to Agency for inspection by Agency.

FALSE CLAIMS
Contractor acknowledges that if a false claim is submitted to the Agency, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that the False Claims Act, California Government Code sections 12650, et seq., provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include within their scope false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of the information. In the event the Agency seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorneys’ fees. Contractor hereby acknowledges that the filing of a false claim may the Contractor to an administrative debarment proceeding wherein Contractor may be prevented from further bidding on public contracts for a period of up to five (5) years.

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I have read and understood all of the provisions of this Section 13, above:
(Initial) (Initial)

INDEPENDENT CONTRACTOR
Contractor is and will at all times remain as to City a wholly independent contractor and shall not be an employee, agent, partner or joint venturer of the Agency. Agency shall have the right to control Contractor insofar as the results of Contractor’s services rendered pursuant to this Agreement; however, Agency shall not have the right to control the means by which Contractor accomplishes such services.

Neither the City nor any of its officers, employees, or agents will have control over the conduct of Contractor or any of Contractor’s officers, employees, agents or subcontractors, except as expressly set forth in the Contract Documents. Contractor may not at any time or in any manner represent that it or any of its officers, employees, agents, or subcontractors are in any manner officers, employees, agents or subcontractors of City.

LICENSES AND PERMITS
Contractor must, at Contractor’s sole expense, obtain all necessary permits and licenses required for the Work, and give all necessary notices and pay all fees and taxes required by law, including, without limitation, any business license tax imposed by City. Contractor represents and declares to Agency that it has all licenses, permits, qualifications and approvals of whatever nature which are legally required to practice its profession. In performing the Work, Contractor must comply with all applicable statutes, laws and regulations, including, but not limited to, OSHA requirements and the City of San Marino Municipal Code.

GENERAL PROVISIONS
Authority to Execute. Each Party represents and warrants that all necessary action has been taken by such Party to authorize the undersigned to execute this Contract and to bind it to the performance of its obligations.

Assignment. Contractor may not assign this Contract without the prior written consent of City, which consent may be withheld in the City’s sole discretion since the experience and qualifications of Contractor were material considerations for this Contract.

Binding Effect. This Agreement is binding upon the heirs, executors, administrators, successors and permitted assigns of the Parties.

Integrated Contract. This Contract, including the Contract Documents, is the entire, complete, final and exclusive expression of the Parties with respect to the Work to be performed under this Contract and supersedes all other agreements or understandings, whether oral or written, between Contractor and City prior to the execution of this Contract.

Modification of Contract. No amendment to or modification of this Contract will be valid unless made in writing and approved by Contractor and by the City Council or City Manager, as applicable. The Parties agree that this requirement for written modifications cannot be waived and that any attempted waiver will be void.

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Counterparts and Facsimile Signatures. This Contract may be executed in several counterparts, each of which will be deemed an original, and all of which, when taken together, constitute one and the same instrument. Amendments to this Contract will be considered executed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will have the same effect as an original signature.

Waiver. Waiver by any Party of any term, condition, or covenant of this Contract will not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Contract will not constitute a waiver of any other provision, or a waiver of any subsequent breach or violation of any provision of this Contract. Acceptance by City of any Work performed by Contractor will not constitute a waiver of any of the provisions of this Contract.

Interpretation. This Contract will be interpreted, construed and governed according to the laws of the State of California. Each party has had the opportunity to review this Contract with legal counsel.

The Contract will be construed simply, as a whole, and in accordance with its fair meaning. It will not be interpreted strictly for or against either party.

Severability. If any term, condition or covenant of this Contract is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Contract will not be affected and the Contract will be read and construed without the invalid, void or unenforceable provision.

Venue. In the event of litigation between the Parties, venue in state trial courts will be in the County of Los Angeles. In the event of litigation in a U.S. District Court, venue will be in the Central District of California, in Los Angeles.

IN WITNESS WHEREOF this Agreement is executed as of the date first written above.

AGENCY:

City of San Marino
By:

Phillippe Eskandar, City Manager
CONTRACTOR:

By:

Name:

Its:

By:

Name:

Its:

ATTEST:

By:

Alison Walker, City Clerk Contractor’s City Business License No.

APPROVED AS TO FORM: State Contractor License No. & Class PAGE 60 of 605
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By:

Joseph Montes, City Attorney
DIR Registration No. & Exp
Street Address
City, State, Zip Code
[NOTE: In the event the Contractor is a Corporation, the signatures of two separate persons holding different offices must be provided.]
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EXHIBIT A

CONTRACT DOCUMENTS
City of San Marino Contractor Agreement
Change Orders issued by Agency, signed by Contractor and (if necessary) approved by City Council Notice Inviting Bids, Instructions to Bidders, and Bidder’s Proposal and Information Required for Bid Submittal
Bid Schedule(s)
Addenda and/or Bulletins
Plans
Special Provisions (Specifications)
General Conditions
General Provisions Standard Specifications for Public Works Construction (“Greenbook”) 2021 edition as amended and supplemented
State Standard Specifications
State Standard Plans
Permits issued by jurisdictional regulatory agencies
Electric, gas, telephone, and cable television company specifications and standards Notice of Award
Notice to Proceed
Certificate(s) of Required Insurance and Worker’s Compensation Insurance Security for Payment (Labor & Materials) and Performance Escrow Agreement for Security Deposits in Lieu of Retention If there is a conflict between any of the Contract Documents, the documents highest in precedence shall control. The order of precedence of the Contract Documents shall be as provided in Section 3-7.2 of the Special Provisions. Detail drawings shall take precedence over general drawings.

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EXHIBIT B

CONTRACT PRICE
The Contract Price for performing all Work described in the Contract Documents, including labor, materials, services and equipment is the total amount of all lump sum items and of all unit price sums, determined by multiplying the unit price for each item times the actual quantity of each such item, as determined by the Agency.

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Line Item Description Quantity Unit of Measure Unit Cost Total 1 Mobilization 1 LS $10,380.01 $10,380.01
2 Construction Surveying 1 LS $9,680.00 $9,680.00
3 Implement Temporary Construction Best Management Practices 1 LS $4,000.00 $4,000.00 4 Remove and Replace Curb Ramp (Various CalTrans Cases) 17 EA $7,389.32 $125,618.44 5 Retrofit Curb Ramp with Detectable Warning Surface Tile 2 EA $1,025.87 $2,051.74 6 Remove and Replace Curb and Gutter 10 LF $60.90 $609.00 7 Remove and Restore Pavement Traffic Markings and Striping and Curb Paint 1 LS $7,040.00 $7,040.00
Total $159,379.19
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EXHIBIT C

INSURANCE

1. General Requirements. Contractor must procure and maintain in full force and effect during the term of this Contract the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below:

Type of Insurance Limits (combined single)
Commercial General Liability $5,000,000
Business Automobile Liability $5,000,000
Workers’ Compensation $1,000,000
Builder’s Risk Completed value of the project
Surety Bonds As described below
Professional Liability $1,000,000
Contractors’ Pollution Legal Liability $1,000,000
If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specific minimum limits of insurance and coverage shall be available to the City.

2. Commercial General Liability Insurance. Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

3. Business Auto Coverage. Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 per accident for bodily injury and property damage. If Contractor or Contractor’s employees will use personal autos in any way on this Project, Contractor must provide evidence of personal auto liability coverage for each such person.

4. Workers Compensation. Insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

5. Builder’s Risk (Course of Construction). Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

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6. Surety Bonds. Contractor shall provide the following Surety Bonds: (1) Bid bond, (2) performance bond, (3) payment bond, and (4) maintenance bond. The Payment Bond and the Performance Bond shall be in a sum equal to the contract price. If the Performance Bond provides for a oneyear warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the contract is for longer than one year a Maintenance Bond equal to 10% of the contract price is required. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.

7. Professional Liability. If design/build, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

8. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

9. Other Insurance. Contractor may be required to obtain such other insurance coverage as may be required by applicable law or by the City.

10. Excess or Umbrella Liability Insurance (Over Primary). If an excess or umbrella liability policy is used to meet limit requirements, the insurance must provide coverage at least as broad as specified for the underlying coverages. Any such coverage provided under an excess or umbrella liability policy must include a “drop down provision” providing primary coverage above a maximum $25,000 self-insured retention for liability not covered by primary but covered by the umbrella. Coverage must be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. There must be no cross-liability exclusion precluding coverage for claims or suits by one insured against another. Coverage must be applicable to City for injury to employees of Contractor, its subcontractors or others performing work to satisfy Contractor’s obligations under this Contract. The scope of coverage provided is subject to approval of City following receipt of proof of insurance as required herein. Limits are subject to review, but in no event may be less than $2,000,000 per occurrence and aggregate.

11. Certificates of Insurance and Endorsements. Prior to commencing any Work under this Contract, Contractor must file with the Director Certificates of Insurance and Endorsements evidencing the existence of all insurance required by this Contract, along with such other evidence of insurance or copies of policies as may reasonably be required by City. Such Certificates of Insurance and Endorsements must be in a form approved by the City Attorney of City. Contractor must maintain current certificates and endorsements on file with City during the term of this Contract reflecting the existence of all required insurance. Each of the certificates must expressly provide that no material change in the policy, or termination thereof, will be effective except upon 30 days prior written notice to City. The City reserves the right to require complete, certified copies of the insurance certificates and endorsements.

12. Accessibility of Insurers. Insurance is to be placed with insurances with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.

13. Waiver of Subrogation. Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

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subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the Entity for all work performed by the Contractor, its employees, agents and subcontractors.

14. Failure to Maintain Required Insurance. If Contractor, for any reason, fails to have in place at all times during the term of this Contract all of the required insurance coverage, the Director may obtain such coverage at Contractor’s expense and deduct the cost from the sums due Contractor.

15. Subcontractors. Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.

16. Effect of Coverage. The existence of the required insurance coverage under this Contract will not be deemed to satisfy or limit Contractor’s indemnity obligations under this Contract.

Contractor acknowledges that the insurance coverage and policy limits set forth in this Contract constitute the minimum coverage and policy limits required. Any insurance proceeds available to City in excess of the limits and coverage required by this Contract, and which is applicable to a given loss, must be made available to City to compensate it for such losses.

17. Special Risks or Circumstances. Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.

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PAYMENT BOND
(Bond for Labor and Material)
KNOW ALL PERSONS BY THESE PRESENTS:

1.01 THAT WHEREAS, CITY OF SAN MARINO (Owner) has awarded to (Name of Contractor) as Principal, Contract Number dated
the day of , 20___ (the Contract), titled the City of
[______________]_______________________________________Project in the amount of $ , which Contract is by this reference made a part hereof, for the work of the following Contract:
[PROJECT NAME AND LOCATION]

1.02 AND WHEREAS, Principal is required to furnish a bond in connection with the Contract to secure the payment of claims of laborers, mechanics, material suppliers, and other persons as provided by law;

1.03 NOW, THEREFORE, we, the undersigned Principal and (Name of Surety) , as Surety, are held and firmly bound unto Owner in the sum of 100% OF THE CONTRACT PRICE ($ ), for which payment well and truly to be made we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

1.04 THE CONDITION OF THIS OBLIGATION IS SUCH, that if Principal, or its executors, administrators, successors, or assigns approved by Owner, or its subcontractors shall fail to pay any of the persons named in California Civil Code Section 9100, or amounts due under the State of California Unemployment Insurance Code with respect to work or labor performed under the Contract, or for any amounts required to be deducted, withheld, and paid over to the State of California Employment Development Department from the wages of employees of Principal and subcontractors pursuant to Section 13020 of the State of California Unemployment Insurance Code with respect to such work and labor, that Surety will pay for the same in an amount not exceeding the sum specified in this bond, plus reasonable attorneys’ fees, otherwise the above obligation shall become and be null and void.

1.05 This bond shall inure to the benefit of any of the persons named in California Civil Code Section 9100, as to give a right of action to such persons or their assigns in any suit brought upon this bond. The intent of this bond is to comply with the California Mechanic’s Lien Law.

1.06 Surety, for value received, hereby expressly agrees that no extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Contract, or to the work to be performed thereunder, shall in any way affect the obligation of this bond; and it does hereby waive notice of any such extension of time, change, modification, alteration, or addition to the undertakings, covenants, terms, conditions, and agreements of the Contract, or to the work to be performed thereunder.

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1.07 Surety’s obligations hereunder are independent of the obligations of any other surety for the payment of claims of laborers, mechanics, material suppliers, and other persons in connection with Contract; and suit may be brought against Surety and such other sureties, jointly and severally, or against any one or more of them, or against less than all of them without impairing Owner’s rights against the other.

1.08 Correspondence or claims relating to this bond shall be sent to Surety at the address set forth below.

IN WITNESS WHEREOF, we have hereunto set our hands this day of , 20___.

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature Signature
Name Name
Title Title
Street Address Street Address
City, State, Zip Code City, State, Zip Code

END OF DOCUMENT
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CONSTRUCTION PERFORMANCE BOND
THIS CONSTRUCTION PERFORMANCE BOND (Bond) is dated [Month, Day], 201_ is in the amount of [ Insert Amount ] (Penal Sum), which is 100% of the Contract Sum and is entered into by and between the parties listed below to ensure the faithful performance of the Contract identified below. This Bond consists of this page and the Bond Terms and Conditions, Paragraphs 1 through 14 attached to this page. Any singular reference to [Insert name of Contractor] (Contractor), [Insert name of Surety] (Surety), CITY OF SAN MARINO (Owner), or other party shall be considered plural where applicable.

CONTRACTOR: SURETY:
[Insert name of Contractor] [Insert name of Surety]
Address Principal Place of Business
City/State/Zip City/State/Zip
CONSTRUCTION CONTRACT: [PROJECT NAME AND ADDRESS], dated [Month, Day], 20_, in the amount of [ Insert Amount].

CONTRACTOR AS PRINCIPAL SURETY
Company: (Corp. Seal) Company: (Corp. Seal)
Signature: Signature:

Name: Name:

Title: Title:

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BOND TERMS AND CONDITIONS
Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to Owner for the complete and proper performance of the Construction Contract, which is incorporated herein by reference.

If Contractor completely and properly performs all of its obligations under the Construction Contract, Surety and Contractor shall have no obligation under this Bond.

If there is no Owner Default, Surety’s obligation under this Bond shall arise after:

Owner provides Surety with written notice that Owner has declared a Contractor Default under the Construction Contract pursuant to the terms of the Construction Contract; and Owner has agreed to pay the Balance of Contract Sum:

To Surety in accordance with the terms of this Bond and the Construction Contract; or

3.2.2 To a Contractor selected to perform the Construction Contract in accordance with the terms of this Bond and the Construction Contract.

When Owner has satisfied the conditions of Paragraph 3 above, Surety shall promptly (within 40 Days) and at Surety’s expense elect to take one of the following actions:

Arrange for Contractor, with consent of Owner, to perform and complete the Construction Contract (but Owner may withhold consent, in which case the Surety must elect an option described in Paragraphs 4.2, 4.3 or 4.4 below); or
Undertake to perform and complete the Construction Contract itself, through its agents or through independent contractors or Construction entities; provided, that Surety may not select Contractor as its agent or independent contractor or Contractor without Owner’s consent; or
Undertake to perform and complete the Construction Contract by obtaining bids from qualified contractors or Construction entities acceptable to Owner for a contract for performance and completion of the Construction Contract and, upon determination by Owner of the lowest responsive and responsible Bidder, arrange for a contract to be prepared for execution by Owner and the contractor or Contractor selected with Owner’s concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract; and, if Surety’s obligations defined in Paragraph 6 below, exceed the Balance of Contract Sum, then Surety shall pay to Owner the amount of such excess; or Waive its right to perform and complete, arrange for completion, or obtain a new contractor or Contractor, and with reasonable promptness under the circumstances and, after investigation and consultation with Owner, determine in good faith its monetary obligation to Owner under Paragraph 6 below, for the performance and completion of PAGE 71 of 605
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the Construction Contract and, as soon as practicable after the amount is determined, tender payment therefor to Owner with full explanation of the payment’s calculation. If Owner accepts Surety’s tender under this Paragraph 4.4, Owner may still hold Surety liable for future damages then unknown or unliquidated resulting from the Contractor Default, as agreed by Owner and Surety at the time of tender. If Owner disputes the amount of Surety’s tender under this Paragraph 4.4, Owner may exercise all remedies available to it at law to enforce Surety’s liability under Paragraphs 6 and 6.3 below.

At all times Owner shall be entitled to enforce any remedy available to Owner at law or under the Construction Contract including, without limitation, and by way of example only, rights to perform work, protect Work, mitigate damages, advance critical Work to mitigate schedule delay, and coordinate Work with other consultants or contractors.

If Surety elects to act under Paragraphs 4.1, 4.2 or 4.3 above, within the time period provided in Paragraph 4, above, and complies with its obligations under this Bond, Surety’s obligations under this Bond are commensurate with Contractor’s Construction Contract obligations. Surety’s obligations include, but are not limited to:

Contractor’s obligations to complete the Construction Contract and correct Defective Work; Contractor’s obligations to pay liquidated damages; and To the extent otherwise required of Contractor under the Construction Contract, Contractor’s obligations to pay additional legal, design professional, and other costs not included within liquidated damages resulting from Contractor Default (but excluding attorney’s fees incurred to enforce this Bond).

If Surety does not elect to act under Paragraphs 4.1, 4.2, 4.3, or 4.4, above, within the time period provided in Paragraph 4, above, or comply with its obligations under this Bond, then Surety shall be deemed to be in default on this Bond ten Days after receipt of an additional written notice from Owner to Surety demanding that Surety perform its obligations under this Bond. Such Surety default shall be independent of the Contractor Default. To the extent Surety’s independent default causes Owner to suffer damages including, but not limited to, delay damages, which are different from, or in addition to (but not duplicative of) damages which Owner is entitled to receive under the Construction Contract, Surety shall also be liable for such damages. In the event any Surety obligation following its independent default is inconsistent or conflicts with California Civil Code Section 2809, or any other law which either prohibits, restricts, limits or modifies in any way any obligation of a surety which is larger in amount or in any other respect more burdensome than that of the principal, Surety hereby waives the provisions of such laws to that extent.

If Surety elects to act under Paragraphs 4.1, 4.3 or 4.4 above, within the time period provided in Paragraph 4, above, and complies with all obligations under this Bond, Surety’s monetary obligation under this Bond is limited to the Penal Sum.

No right of action shall accrue on this Bond to any person or entity other than Owner or its successors or assigns.

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Surety hereby waives notice of any change, alteration or addition to the Construction Contract or to related subcontracts, design agreements, purchase orders and other obligations, including changes of time, and of any Owner action in accordance with Paragraph 5 above. Surety consents to all terms of the Construction Contract, including provisions on changes to the Contract. No extension of time, change, alteration, Modification, deletion, or addition to the Contract Documents, or of the Work (including services) required thereunder, or any Owner action in accordance with Paragraph 5 above shall release or exonerate Surety on this Bond or in any way affect the obligations of Surety on this Bond, unless such action is an Owner Default.

Any proceeding, legal or equitable, under this Bond shall be instituted in any court of competent jurisdiction where a proceeding is pending between Owner and Contractor regarding the Construction Contract, or in the Superior Court of the County of Los Angeles, California, or in a court of competent jurisdiction in the location in which the Work is located. Communications from Owner to Surety under Paragraph 3.1 above shall be deemed to include the necessary agreements under Paragraph 3.2 above unless expressly stated otherwise.

All notices to Surety or Contractor shall be mailed or delivered (at the address set forth on the signature page of this Bond), and all notices to Owner shall be mailed or delivered as provided in Section 1-

7.1.10 of the Special Provisions. Actual receipt of notice by Surety, Owner or Contractor, however accomplished, shall be sufficient compliance as of the date received at the foregoing addresses.

Any provision in this Bond conflicting with any statutory or regulatory requirement shall be deemed deleted herefrom and provisions conforming to such statutory requirement shall be deemed incorporated herein.

Definitions
Balance of Contract Sum: The total amount payable by Owner to Contractor pursuant to the terms of the Construction Contract after all proper adjustments have been made under the Construction Contract, for example, deductions for progress payments made, and increases/decreases for approved Modifications to the Construction Contract.

Construction Contract: The agreement between Owner and Contractor identified on the signature page of this Bond, including all Contract Documents and changes thereto.

Contractor Default: Material failure of Contractor, which has neither been remedied nor waived, to perform or otherwise to comply with the terms of the Construction Contract, limited to “default” or any other condition allowing a termination for cause as provided in Section 6-7.3 of the Special Provisions).

Owner Default: Material failure of Owner, which has neither been remedied nor waived, to pay Contractor progress payments due under the Construction Contract or to perform other material terms of the Construction Contract, if such failure is the cause of the asserted Contractor Default and is sufficient to justify Contractor termination of the Construction Contract.

END OF DOCUMENT
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Project No. 22/23-9271

ESCROW AGREEMENT FOR SECURITY DEPOSIT IN LIEU OF RETENTION Public Contract Code Section 22300
THIS ESCROW AGREEMENT (“Escrow Agreement”) is made and entered into this day of ________________, 20__, by and between City of San Marino (“Owner”), whose address is 2200 Huntington Drive, San Marino, CA 91108, [Name of Contractor] (“Contractor”), whose principal place of business is located at [Contractor’s Address], and Owner, as escrow agent [OR] [Name of Bank], a state or federally chartered bank in the State of California, whose place of business is located at [Address] (“Escrow Agent”).

For the consideration hereinafter set forth, Owner, Contractor and Escrow Agent agree as follows:

1. Pursuant to Public Contract Code Section 22300, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to Contract Number entered into between Owner and Contractor for the City of [______________] __________________ Project in the amount of $ dated , 20__ (the “Contract”). Alternatively, on written request of Contractor, Owner shall make payments of the retention earnings directly to Escrow Agent. When Contractor deposits the securities as a substitute for Contract earnings, Escrow Agent shall notify Owner within ten Days of the deposit. The market value of the securities at the time of substitution shall be at least equal to the cash amount then required to be withheld as retention under terms of Contract between Owner and Contractor. Securities shall be held in name of , and shall designate Contractor as the beneficial owner.

2. Owner shall make progress payments to Contractor for those funds which otherwise would be withheld from progress payments pursuant to Contract provisions, provided that Escrow Agent holds securities in form and amount specified in Paragraph 1 of this Document 006290.

3. When Owner makes payment(s) of retention earned directly to Escrow Agent, Escrow Agent shall hold said payment(s) for the benefit of Contractor until the time that the escrow created under this Escrow Agreement is terminated. Contractor may direct the investment of the payments into securities. All terms and conditions of this Escrow Agreement and the rights and responsibilities of the parties shall be equally applicable and binding when Owner pays Escrow Agent directly.

4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account, and all expenses of Owner. Such expenses and payment terms shall be determined by Owner, Contractor, and Escrow Agent.

5. Interest earned on securities or money market accounts held in escrow and all interest earned on that interest shall be for sole account of Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to Owner.

6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written authorization from Owner to Escrow Agent that Owner consents to withdrawal of amount sought to be withdrawn by Contractor.

7. Owner shall have the right to draw upon the securities in event of default by Contractor. Upon seven Days written notice to Escrow Agent from Owner of the default, Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by Owner.

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8. Upon receipt of written notification from Owner certifying that the Contract is final and complete, and that Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges.

9. Escrow Agent shall rely on written notifications from Owner and Contractor pursuant to Paragraphs 5 through 8, inclusive, of this Document 00 6290 and Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent’s release and disbursement of securities and interest as set forth.

10. Names of persons who are authorized to give written notice or to receive written notice on behalf of Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows:

ON BEHALF OF OWNER: ON BEHALF OF CONTRACTOR:
____________________________________ ___________________________________ Title Title
____________________________________ ___________________________________ Name Name
____________________________________ ___________________________________ Signature Signature
____________________________________ ___________________________________ Address Address
____________________________________ ___________________________________ City/State/Zip Code City/State/Zip Code
ON BEHALF OF ESCROW AGENT:
____________________________________
Title
____________________________________
Name
____________________________________
Signature
____________________________________
Address
____________________________________
City/State/Zip Code
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement by their proper officers on the date first set forth above.

OWNER: CONTRACTOR
CITY OF SAN MARINO _____________________________________ PAGE 75 of 605
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Project No. 22/23-9271
______________________________ _____________________________________ Title Title
________________________________ _____________________________________ Name Name
________________________________ _____________________________________ Signature Signature
ATTEST
_____________________________________
Signature
_____________________________________
Print Name
Secretary

ESCROW AGENT
_____________________________________
_____________________________________
Title
_____________________________________
Print Name
_____________________________________
Signature
[IF REQUIRED] REVIEWED AS TO FORM:
_____________________________________
Counsel for Owner
_____________________________________
Print Name
_____________________________________
Date
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At the time the Escrow Account is opened, Owner and Contractor shall deliver to Escrow Agent a fully executed counterpart of this Document.

PAGE 77 of 605
Project No. 22/23-9271 PAGE 78 of 605
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August 2023
COC-1
CDBG Sidewalk Ramp Project, CIP No.24/25-9272A

CONTRACTOR'S CERTIFICATION OF COMPLETION
DATE: ________________________
TO: City of San Marino
Office of the City Engineer
Parks and Public Works Department
2200 Huntington Drive
San Marino, California 91108
FROM: __________________________________________________________ (Firm or Corporation)
PROJECT: CDBG Sidewalk Ramp Project, CIP No.24/25-9272A This is to certify that I, acting as an authorized official of the above stated firm or corporation, have been properly authorized by said firm or corporation to sign the following statements pertaining to the subject Project and Contract Documents:

1. I know, of my own personal knowledge, and do hereby certify, that the work of the contract described above has been performed, and materials used and installed in every particular, in accordance with, and in conformity to, the Bid, Contract Documents and Contract.

2. The contract work is now complete in all parts and requirements, and ready for your final inspection.

3. I understand and agree that neither the determination by the Owner that the work is complete, nor the acceptance thereof by the Owner, shall operate as a bar to claim against the Contractor under the terms of the guarantee provisions of the Contract Documents or as a bar or waiver of tort and contract claims that might be alleged with respect to performance of the work.

Signature of Prime Contractor Signature of Prime Contractor Print name and title Print name and title
(If the Prime Contractor is a corporation two signatures of corporate officers are required.) PAGE 79 of 605
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COC-2
CDBG Sidewalk Ramp Project, CIP No.24/25-9272A
CONTRACTOR’S AFFIDAVIT OF DISPOSAL
WHEREAS, on the ______ day of ____________________, 20______, the undersigned entered into and executed a contract with City of San Marino for the CDGB Sidewalk Ramp Project as particularly described in said contract and identified as CIP No. 22/23-9271, and WHEREAS, the specifications of said contract requires the Contractor to affirm that "all brush, trash, debris, and surplus materials resulting from this project have been disposed of in a legal manner" and that all designated recyclable materials are properly recycled in compliance with the City of San Marino Ordinances.

WHEREAS, said contract has been completed, all surplus materials disposed of, and proof of compliance with the City of San Marino Municipal Code has been furnished.

NOW, THEREFORE, in consideration of the final payment by the City of San Marino to said Contractor under the terms of said contract, the undersigned Contractor, hereby certifies and affirms under penalty of perjury that all surplus materials as described in said contract have been disposed of at the following location(s):

Type of material disposed of Type of material disposed of Name of disposal site Name of disposal site
Address of disposal site Address of disposal site
Type of material disposed of Type of material disposed of Name of disposal site Name of disposal site
Address of disposal site Address of disposal site
By signing and submitting this form to the City of [_____________] on this ____ day of ___________, 20___, I (we) hereby certified and swear under penalty of perjury under the laws of the State of California that the aforementioned information is true and correct without omission, error or misrepresentation.

Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title
PAGE 80 of 605
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COC-3
CDBG Sidewalk Ramp Project, CIP No.24/25-9272A
(If the Prime Contractor is a corporation two signatures of corporate officers are required.) PAGE 81 of 605
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August 2023
COC-4
CDBG Sidewalk Ramp Project, CIP No.24/25-9272A

CONSENT OF SURETY FOR FINAL PAYMENT
In accordance with the provisions of the contract between the Owner and the Contractor, and the following named Surety:
on the Payment Bond in the amount of Dollars,
of the following named Contractor:
hereby approves of final payment to the Contractor, and further agrees that said final payment to the Contractor shall not relieve the Surety named herein of any of its obligations to the Owner, as set forth in said Surety company's bond.

IN WITNESS WHEREOF, the Surety Company has hereunto set its hand and seal this _______ day of _________________, 20_____.

Signature of Authorized Surety Representative
Title
(CORPORATE SEAL)
PAGE 82 of 605
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CDBG Sidewalk Ramp Project, CIP No.24/25-9272A
CONTRACTOR’S AFFIDAVIT OF PAYMENT
To All Whom It May Concern:

WHEREAS, the undersigned has been contracted by the City of San Marino to furnish labor and materials for the CDBG Sidewalk Ramp Project, CIP No.24/25-9272A, under a contract dated the ______day of __________________, 20___, in the City of [_____________], County of [_____________], State of California, of which City of [_____________] is the Owner.

NOW, THEREFORE, this _________ day of ___________________, 20___ the undersigned, as the Contractor for the above-named Contract pursuant to the Conditions of the Contract hereby certifies that, except as listed below, he has paid in full or has otherwise satisfied all obligations for all materials and equipment furnished, for all work, labor, and services performed, and for all known indebtedness and claims against the Contractor for damages arising in any manner in connection with the performance of the Contract referenced above for which the Owner or his property might in anyway be held responsible.

EXCEPTIONS: (If none, write "None". If required by the Owner, the Contractor shall furnish bond satisfactory to the Owner for each exception.)
Signature of Prime Contractor Date Signature of Prime Contractor Date Print name and title Print name and title
(If the Prime Contractor is a corporation two signatures of corporate officers are required.) PAGE 83 of 605
Rev. 0
August 2023
COC-6
CDBG Sidewalk Ramp Project, CIP No.24/25-9272A

GUARANTEE AGREEMENT
TO:The CITY OF San Marino (Owner), for construction of the [PROJECT NAME AND ADDRESS].

The undersigned guarantees all construction performed on this Project and also guarantees all material and equipment incorporated therein.

1.01 Contractor hereby grants to Owner for a period of [one year] following the date of Final Acceptance of the Work completed, or such longer period specified in the Contract Documents, its unconditional warranty of the quality and adequacy of all of the Work including, without limitation, all labor, materials and equipment provided by Contractor and its Subcontractors of all tiers in connection with the Work.

1.02 Neither final payment nor use nor occupancy of the Work performed by the Contractor shall constitute an acceptance of Work not done in accordance with this Guaranty or relieve Contractor of liability in respect to any express warranties or responsibilities for faulty materials or workmanship.

Contractor shall remedy any defects in the Work and pay for any damage resulting therefrom, which shall appear within [one year], or longer if specified, from the date of Final Acceptance of the Work completed.

1.03 If within [one year] after the date of Final Acceptance, or such other period of time as may be prescribed by laws or regulations, or by the terms of Contract Documents or any extended warranty or guaranty, any Work is found to be Defective, Contractor shall promptly, without cost to Owner and in accordance with Owner’s written instructions, correct such Defective Work. Contractor shall remove any Defective Work rejected by Owner and replace it with Work that is not Defective, and satisfactorily correct or remove and replace any damage to other Work or the work of others resulting therefrom. If Contractor fails to comply promptly with the terms of such instructions, or in an emergency where delay would cause serious risk of loss or damage, Owner may have the Defective Work corrected or the rejected Work removed and replaced. Contractor shall pay for all claims, costs, losses and damages caused by or resulting from such removal and replacement. Where Contractor fails to correct Defective Work, or defects are discovered outside the correction period, Owner shall have all rights and remedies granted by law.

1.04 Contractor shall respond within 72 hours to any claim made by Owner pursuant to this guaranty.

1.05 Observation and inspection of the Work shall not relieve Contractor of any of its obligations under the Contract Documents. Even though equipment, materials, or Work required to be provided under the Contract Documents have been inspected, accepted, and estimated for payment, Contractor shall, at its own expense, replace or repair any such equipment, material, or Work found to be Defective or otherwise not to comply with the requirements of the Contract Documents up to the end of the guaranty period.

1.06 This Guaranty is in addition to any other Contractor warranties contained in the Contract Documents, and not in lieu of, any and all other Contractor liability imposed under the Contract Documents or at law. In the event of any conflict or inconsistency between the terms of this Guaranty PAGE 84 of 605
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CDBG Sidewalk Ramp Project, CIP No.24/25-9272A
and any Contractor warranty or obligation Contractor under the Contract Documents or at law, such inconsistency or conflict shall be resolved in favor of the greater protection to Owner. (Signature line on next page)
Date: _______________________________, 20___
Contractor's Name
By:

Signature
Print Name
Title
Street Address
City, State, Zip code
PAGE 85 of 605
Project No. 22/23-9271 PAGE 86 of 605

CERTIFIED PAYROLL GUIDELINES

AT THE START OF THE JOB PLEASE PROVIDE THE FOLLOWING FOR EACH CONTRACTOR / SUBCONTRACTOR:

1.) A list of all trades & crafts anticipated on the job (see separate example sheet).

For example, if the project is calling for state prevailing wages, the relevant information can be found on www.dir.ca.gov/OPRL/PWD/index.htm. Make sure you check if the project is state or federal.

2.) If fringes are paid directly to a plan (partly or in full), please provide fringe benefit statements for all crafts anticipated

3.) Proof of payment of training dues (if applicable)

4.) A list of all subcontractors anticipated on the job (applies to main contractor only) PLEASE NOTE:
• The start date of the job is payroll week #1 for the main contractor and every subcontractor on the job, regardless of being on the job at the beginning or not. • For each week please provide either a payroll report with statement of compliance OR where no work is performed a statement of non-performance for all contractors/subs. The only exception: The weeks before the initial work start can be grouped into 1 statement of non-performance as long as the entire time frame is specified. Otherwise a statement of non-performance is required weekly. • When a contractor/subcontractor has completed their work on the job, a FINAL statement of non-performance is required. This can be identical to a regular statement of non-performance except it needs to specify that it is the final statement. • It is imperative payroll documents are received complete and promptly in order to authorize the contractor’s invoices. Therefore, please send 1 set of originals with wet signatures of everything as promptly as possible
Issued 3-28-2022 CGP - 1 Prj. No. 21-9271
PAGE 87 of 605
U.S. Department of Labor PAYROLL
(For Contractor's Optional Use; See Instructions at www.dol.gov/whd/forms/wh347instr.htm) Wage and Hour Division
Persons are not required to respond to the collection of information unless it displays a currently valid OMB control number.

NAME OF CONTRACTOR OR SUBCONTRACTOR ADDRESS OMB No.: 1235-0008 Expires: 01/31/2015
PAYROLL NO. FOR WEEK ENDING PROJECT AND LOCATION PROJECT OR CONTRACT NO. (1) (2) (3) (4) DAY AND DATE (5) (6) (7) (9)
(8)

DEDUCTIONS

O O O O O O O O

NAME AND INDIVIDUAL IDENTIFYING NUMBER
(e.g., LAST FOUR DIGITS OF SOCIAL SECURITY
NUMBER) OF WORKER O. OF N
NG i LDO HHTIW

S N IOT EMPXE
WORK

CLASSIFICATION
T. S OT. OR

HOURS WORKED EACH DAY
TOTAL
HOURS
RATE
OF PAY
GROSS
AMOUNT

EARNED FICA
WITHHOLDING

TAX OTHER
TOTAL

DEDUCTIONS
NET
WAGES
PAID

FOR WEEK
S

SS S S S S S
Rev. Dec. 2008
While completion of Form WH-347 is optional, it is mandatory for covered contractors and subcontractors performing work on Federally financed or assisted construction contracts to respond to the information collection contained in 29 C.F.R. §§ 3.3, 5.5(a). The Copeland Act (40 U.S.C. § 3145) contractors and subcontractors performing work on Federally financed or assisted construction contracts to "furnish weekly a statement with respect to the wages paid each employee during the preceding week." U.S. Department of Labor (DOL) regulations at 29 C.F.R. § 5.5(a)(3)(ii) require contractors to submit weekly a copy of all payrolls to the Federal agency contracting for or financing the construction project, accompanied by a signed "Statement of Compliance" indicating that the payrolls are correct and complete and that each laborer or mechanic has been paid not less than the proper Davis-Bacon prevailing wage rate for the work performed. DOL and federal contracting agencies receiving this information review the information to determine that employees have received legally required wages and fringe benefits.

Public Burden Statement
We estimate that is will take an average of 55 minutes to complete this collection, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. If you have any comments regarding these estimates or any other aspect of this collection, including suggestions for reducing this burden, send them to the Administrator, Wage and Hour Division, U.S. Department of Labor, Room S3502, 200 Constitution Avenue, N.W.

Washington, D.C. 20210
(over)
Appendix 3 -
2 PAGE 88 of 605
Date
I,
(Name of Signatory Party) (Title)
do hereby state:
(1) That I pay or supervise the payment of the persons employed by on the
(Contractor or Subcontractor)
; that during the payroll period commencing on the
(Building or Work)
day of , , and ending the day of , ,
all persons employed on said project have been paid the full weekly wages earned, that no rebates have been or will be made either directly or indirectly to or on behalf of said from the full
(Contractor or Subcontractor)
weekly wages earned by any person and that no deductions have been made either directly or indirectly from the full wages earned by any person, other than permissible deductions as defined in Regulations, Part 3 (29 C.F.R. Subtitle A), issued by the Secretary of Labor under the Copeland Act, as amended (48 Stat. 948, 63 Start. 108, 72 Stat. 967; 76 Stat. 357; 40 U.S.C. § 3145), and described below:
(2) That any payrolls otherwise under this contract required to be submitted for the above period are correct and complete; that the wage rates for laborers or mechanics contained therein are not less than the applicable wage rates contained in any wage determination incorporated into the contract; that the classifications set forth therein for each laborer or mechanic conform with the work he performed. (3) That any apprentices employed in the above period are duly registered in a bona fide apprenticeship program registered with a State apprenticeship agency recognized by the Bureau of Apprenticeship and Training, United States Department of Labor, or if no such recognized agency exists in a State, are registered with the Bureau of Apprenticeship and Training, United States Department of Labor. (4) That:
(a) WHERE FRINGE BENEFITS ARE PAID TO APPROVED PLANS, FUNDS, OR PROGRAMS − in addition to the basic hourly wage rates paid to each laborer or mechanic listed in the above referenced payroll, payments of fringe bene fits as listed in the contract have been or will be made to appropriate programs for the benefit of such employees,except as noted in section 4(c) below. (b) WHERE FRINGE BENEFITS ARE PAID IN CASH
− Each laborer or mechanic listed in the above referenced payroll has been paid, as indicated on the payroll, an amount not less than the sum of the applicable basic hourly wage rate plus the amount of the required fringe benefits as listed in the contract, except as noted in section 4(c) below. (c) EXCEPTIONS
REMARKS:

EXCEPTION (CRAFT) EXPLANATION

NAME AND TITLE SIGNATURE

THE WILLFUL FALSIFICATION OF ANY OF THE ABOVE STATEMENTS MAY SUBJECT THE CONTRACTOR OR SUBCONTRACTOR TO CIVIL OR CRIMINAL PROSECUTION. SEE SECTION 1001 OF TITLE 18 AND SECTION 231 OF TITLE 31 OF THE UNITED STATES CODE.

Issued 3-28-2022 CGP - 3 Prj. No. 21-9271
PAGE 89 of 605

STATEMENT
OF
NON-­‐PERFORMANCE

Name
of
Contractor
/
Subcontractor:
______________________________________
Payroll
Number(s):

#________________
Final
Statement
of
Non
Performance
(Please
circle): Yes
No
Payroll
Week
Ending
Date:
________________________
I
do
hereby
state
that
no
mechanics,
laborers,
apprentices
or
trainees
were

employed
on
the
construction
site
of
the
Project
______________________________

_____________________________________________
during
the
payroll
period
commencing
on

the
___
day
of
___________
2013 and
ending
the
___
day
of
____________,
2013.

Signature
of
Authorized
Person:
________________________________

Title:
_________________________________
Date: _________________________________
2019 2019
Issued 3-28-2022 CGP - 4 Prj. No. 21-9271
PAGE 90 of 605

LIST OF TRADES & CRAFTS
PROJECT NAME:

CONTRACTORS NAME:

PAYROLL CONTACT PERSON:

PHONE:

EMAIL:

DATE:

TRADE OR CRAFT PREVAILING WAGE

CLASSIFICATION & GROUP

DETERMINATION
NUMBER
PAGE
NUMBER

FEDERAL/
STATE

EXPIRATION
Note:
* Denotes rate is good for
the life of the project
** Denotes predetermined
increase
Issued 3-28-2022 CGP - 5 Prj. No. 21-9271

LIST OF TRADES & CRAFTS
EXAMPLE ONLY – TO SHOW HOW TO FILL THIS IN CORRECTLY
PROJECT NAME: National City Street Resurfacing
CONTRACTORS NAME: XYZ Construction Inc.

PAYROLL CONTACT PERSON: Pete Smith
PHONE: 619 111 2222
EMAIL: [email protected]
DATE: 2nd April 2013

TRADE OR CRAFT PREVAILING WAGE

CLASSIFICATION & GROUP

DETERMINATION
NUMBER
PAGE
NUMBER

FEDERAL/
STATE

EXPIRATION

LABORER
(CONSTRUCTION-FENCE ERECTORHOUSEMOVER)
LABORER: ENGINEERING
CONSTRUCTION, GROUPS 1 & 5
SD-23-102-3-2012-1 30 STATE June 30, 2013**

LABORER AND RELATED

CLASSIFICATIONS
LABORER: BUILDING
CONSTRUCTION, GROUPS 1, 2, 4
SD-23-102-4-2012-1 29 STATE June 30, 2013**
OPERATING ENGINEER GROUPS 2, 4, & 8 SD-23-63-3-2011-2 25 STATE June 30, 2012*

PARKING AND HIGHWAY

IMPROVEMENT (STRIPING, SLURRY
AND SEAL COAT OPERATIONSLABORER)
GROUPS 2 & 4 SC-23-102-6-2011-1 18E STATE June 30, 2012* Note:

Issued 3-28-2022 CGP - 6 Prj. No. 21-9271

CONTRACTOR FRINGE BENEFIT STATEMENT
Contract Number: Project Name: Today's Date:

Contractor / Subcontractor Name: Business Address:

Classification: Effective Date: Subsistence or Travel Pay:
$
Health & $ PAID TO: Name:

Welfare Address:

Pension $ PAID TO: Name:

Address:

Vacation/ $ PAID TO: Name:

Holiday Address:

Training $ PAID TO: Name:
and/or Other Address:

Classification: Effective Date: Subsistence or Travel Pay:
$
Health & $ PAID TO: Name:

Welfare Address:

Pension $ PAID TO: Name:

Address:

Vacation/ $ PAID TO: Name:

Holiday Address:

Training $ PAID TO: Name:

And/or Other Address:

Classification: Effective Date: Subsistence or Travel Pay:
$
Health & $ PAID TO: Name:

Welfare Address:

Pension $ PAID TO: Name:

Address:

Vacation/ $ PAID TO: Name:

Holiday Address:

Training $ PAID TO: Name:

And/or Other Address:

Submitted: Contractor / Subcontractor By: Name / Title
Supplemental statements must be submitted during the progress of work should a change in rate of any of the classifications be made. FRINGE BENEFITS FRINGE BENEFITS FRINGE BENEFITS In order that the proper Fringe Benefit rates can be verified when checking payrolls on the above contract, the hourly rates for fringe benefits, subsistence and/or travel allowance payment made for employees on the various classes of work are tabulated below.

Issued 3-28-2022 CGP - 7 Prj. No. 21-9271
PAGE 93 of 605
Issued 3-28-2022 CGP - 8 Prj. No. 21-9271
PAGE 94 of 605
APPENDIX 1- ADDITIONAL CDBG PROVISIONS

1. EQUAL EMPLOYMENT OPPORTUNITY CLAUSE.

During the performance of this contract, the contractor agrees as follows:
a. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
b. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. c. The contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided, advising the said labor union or workers’ representative of the contractor’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. d. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. e. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. f. In the event of the contractor’s noncompliance with the nondiscrimination clause of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole, or in part, and the contractor may be declared ineligible for further government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
g. The contractor will include the provisions of Paragraph 1a through 1g in every PAGE 95 of 605
subcontract or purchase order unless exempted by rule, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

2. FEDERAL EQUAL EMPLOYMENT SPECIFICATIONS (Executive Order 11246). a. As used in these specifications:
1) Covered area means the geographical area described in the solicitation from which this contract resulted;
2) Director means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority;
3) Employer Identification Number (EIN) means the Federal Social Security Number used on the Employer’s Quarterly Federal Tax Return, United States Treasury Department Form 941.
4) Minority includes:
a. Black (all persons having origins in any of the Black African racial groups not of Hispanic origin)
b. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish culture or origin, regardless of race); c. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the pacific Islands); and
d. American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification).
b. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in PAGE 96 of 605
excess of $10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted.
c. If the contractor is participating (pursuant to 41 CFR Part 60-4.5) in a Hometown Plan approved by the United States Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and time tables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO Clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take good faith efforts to achieve the Plan goals and timetables.
d. The contractor shall implement the specific affirmative action standards provided in paragraphs 3g (1) through 3g (16) of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonable be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. e. Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minority or women shall excuse the contractor’s obligations under these specifications, Executive Order 11246 or the regulations promulgated pursuant thereto. f. In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training programs approved by the United States Department of Labor. g. The contractor shall take specific affirmative actions to ensure equal employment PAGE 97 of 605
opportunity. The evaluation of the contractor’s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following:
1) Ensure and maintain working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the contractor’s employees are assigned to work. The contractor, where possible, will assign two or more women to each construction project. The contractor shall specifically ensure that all foremen, superintendents, and other on-site supervisory personnel are aware of and carry out the contractor’s obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities.
2) Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the contractor or its unions have employment opportunities available, and maintain a record of the organization’sresponses. 3) Maintain a current file of the name, address, and telephone numbers of each minority and female off-the street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the contractor by the union or, if referred, not employed by the contractor, this shall be documented in the file with the reason therefore, along with whatever additional actions the contractor may have taken.
4) Provide immediate written notification to the Director when the union or unions with which the contractor has a collective bargaining agreement has not referred to the contractor a minority person or woman sent by the contractor, or when the contractor has other information that the union referral process has impeded the contractor’s efforts to meet its obligations. 5) Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the contractor’s employment needs, especially those programs funded or approved by the Department of Labor. The contractor shall provide notice of these programs to the sources compiled under 3g (2) above.
6) Disseminate the contractor’s EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company PAGE 98 of 605
newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed.
7) Review, at least annually, the company’s EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination or other employment decisions including specific review of these items with on- site supervisory personnel such as Superintendents, General Foremen, etc., prior to the initiation of construction work at any job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. 8) Disseminate the contractor’s EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the contractor’s EEO policy with other contractors and subcontractors with whom the contractor does or anticipates doing business.
9) Direct its recruitment efforts, both oral and written, to minority, female, and community organizations; to schools with minority and female students; and to minority and female recruitment and training organizations serving the contractor’s recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment sources, the contractor shall send written notification to organizations such as the above, describing the opening, screening procedures, and tests to be used in the selection process. 10)Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth, both on the site and in other areas of a contractor’s work force.
11)Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR Part 60-3, Uniform Guidelines on Employee Selection Procedures.
12)Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. 13)Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring PAGE 99 of 605
all personnel and employment-related activities to ensure that the EEO policy and the contractor’s obligations under these specifications are being carried out. 14)Ensure that all facilities and company activities are non-segregated except that separate or single-user toilet and necessary changing facilities shall be provided to assure privacy between the sexes.
15)Document and maintain a record of all solicitations of offers for subcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations.
16)Conduct a review, at least annually, of all supervisors’ adherence to and performance under the contractor’s EEO policies and affirmative action obligations.
h. Contractors are encouraged to participate in voluntary associations which assist in fulfilling one or more of their affirmative action obligations 3g(1) through (16). The efforts of a contractor association, joint contractor-union, contractor-community, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 3g(1) though (16) of these specifications provided that the contractor actively participates in the group, makes every effort to ensure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor’s minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractor’s, and failure of such a group to fulfill an obligation shall not be a defense for the contractor’s noncompliance.
i. A single goal for minorities and a separate single goal for women have been established.

The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non minority. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the contractor has achieved its goals for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized).
j. The contractor shall not use the goals and timetables of affirmative action standards to discriminate against any person because of race, color, religion, sec or national origin.
k. The contractor shall not enter into any subcontract with any person or firm PAGE 100 of 605
debarred from Government contracts pursuant to Executive Order 11246. l. The contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended.
m. The contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative actions steps, at least as extensive as those standards prescribed in Paragraph 3g of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR Part 60-1.8 (Show Cause Notice). n. The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation, if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records.
o. Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program).
p. The Director, from time to time, shall issue goals and timetables for minority and female utilization which shall be based on appropriate work force, demographic or other relevant data and which shall cover construction projects or construction contracts performed in specific geographic areas.

The goals, which shall be applicable to each construction trade in a covered contractor’s or subcontractor’s entire work force which is working in the area covered by the goals and timetables, shall be published as notices in PAGE 101 of 605
the Federal Register, and shall be inserted by the contracting officers and applicants, as applicable, in the Notice required by 41 CFR 60-4.2.

3. SPECIFIC EQUAL EMPLOYMENT OPPORTUNITY REQUIREMENTS.

For a federally assisted construction contract in excess of $10,000, the contractor/subcontractor shall:
a. Forward the following EEO certification forms to the contract awarding authority prior to contract award: Certification of Non-segregated Facilities and Certification with Regard to the Performance of Previous Contracts or Subcontracts Subject to the Equal Opportunity Clause and the Filing of Required Reports.
b. Submit a notification of subcontracts awarded to the Director, Office of Federal Contract Compliance Programs, United States Department of Labor - ESA, 200 Constitutional Avenue, NW, Room C3325, Washington, D.C., 20210, within 10 working days of award of any subcontract in excess of $10,000, listing the name, address, and telephone number of the subcontractor; employer identification number; estimated dollar amount of the subcontract; estimated starting date and completion dates of the subcontract; and the geographical area in which the contract is to be performed. c. Send a notice of the contractor’s commitment to equal employment opportunity to labor unions or representatives of workers prior to commencement of construction work. d. Display an equal employment opportunity poster in a conspicuous place available to employees and applicants for employment.
e. For contracts in excess of $10,000, bind subcontractorsto the Federal Equal Employment Opportunity requirements by including the provisions of Paragraphs 1 through 3, above, in the subcontract.
f. Upon commencement of construction work and until the work is completed, forward the Monthly Employment Utilization Report (Form CC-257) to the contract awarding authority by the end of each work month. With the initial monthly report, the contractor/subcontractor shall attach the Contractor’s List of Federal and Non-Federal Work in Bid Condition Area to the monthly report.

4. NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EMPLOYMENT OPPORTUNITY (Executive Order 11246).
a. The Offeror or Bidder’s attention is called to the Equal Opportunity Clause and the Standard Federal Equal Employment Specifications set forth herein. b. The goals and timetables for minority and female participation, expressed in percentage terms for the contractor’s aggregated work force in each trade on all construction work in the covered area, are as follows:

PAGE 102 of 605
Goals for Minority and Female Participation in Timetables, Each Trade:

28.3%, 6.9%
These goals are applicable to all the contractor’s construction work (whether or not it is Federal or federally assisted) performed in the covered area. If the contractor performs construction work in a geographical area located outside of the covered area, it shall apply the goals established for such geographical area where the work is actually performed. With regard to this second area, the contractor also is subject to the goals for both its federally involved and non-federally involved construction.

The contractor’s compliance with the Executive Order and the regulations in 41 CFR Part 60-4 shall be based on its implementation of the Equal Opportunity Clause, specific affirmation action obligations required by the specifications set forth in 41 CFR Part 60-4.3(a), and its efforts to meet the goals. The hours of minority and female employment and training must be substantially uniform throughout the length of the contract and in each trade, and the contractor shall make a good faith effort to employ minorities and women evenly on each of its projects. The transfer of minority or female employees or trainees from contractor to contractor or from project to project for the sole purpose of meeting the contractor’s goals shall be a violation of the contract, the Executive Order, and the regulations of 41 CFR Part 60-4.

Compliance with the goals will be measured against the total work hours performed. a. The contractor shall provide written notification to the Director of the Office of Federal Contract Compliance Programs within ten (10) working days of award of any construction subcontract in excess of $10,000 at any tier for construction work under the contract resulting from this solicitation. The notification shall list the name, address, and telephone number of the subcontractor; employer identification number of the subcontractor; estimated dollar amount of the subcontract; estimated starting and completion dates of the subcontract; and the geographical area in which the contract is to be performed. b. As used in this notice, and in the contract resulting from this solicitation, the covered area is the Standard Metropolitan Statistical Area of Los Angeles-Long Beach, specifically the County of Los Angeles, State of California.

5. CONTRACTING WITH SMALL BUSINESS, MINORITY FIRMS, WOMEN’S BUSINESS ENTERPRISE AND LABOR SURPLUS AREA FIRMS.
a. It is national policy to award a fair share of contracts to Small business and Minority Firms. Accordingly, affirmative steps must be taken to assure that Small Business and Minority Firms are utilized when possible, as sources of supplies, equipment, construction and services. Affirmative steps include the following:

1. Including qualified Small Business and Minority Firms on solicitation lists.

2. Assuring that Small Business and Minority Firms are solicited whenever they are potential sources.

PAGE 103 of 605

3.When economically feasible, dividing total requirements into smaller tasks or quantities so as to permit maximum Small Business and Minority Firm participation.

4.Where the requirement permits, establishing delivery schedules which will encourage participation by Small Business and Minority Firms.

5.Using the services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce, as required.

6. If any subcontracts are to be let, requiring the prime contractor to take the affirmative steps in 1a through 1e above.
b. Grantees shall take similar appropriate affirmative action in support of Women’s Business Enterprises.
c. Grantees are encouraged to procure goods and services from Labor Surplus Areas.

6. CIVIL RIGHTS ACT OF 1964.

Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.

7. SECTION 503 OF THE REHABILITATION ACT OF 1973.

Any contract in excess of $10,000 entered into by any Federal department or agency for the procurement of personal property and non-personal services (including construction) for the United Statesshall contain a provision requiring that the party contracting with the United States shall take affirmative action to employ and advance in employment qualified individuals with disabilities. No otherwise qualified individual with handicaps in the United States shall, solely by reason of his or her handicap, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal assistance.

8. SECTION 109 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974.

No person in the United States on the grounds of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title.

9. VIETNAM ERA VETERANS' READJUSTMENT ASSISTANCE ACT OF 1974, as amended.

Covered contracts entered into by any department or agency for the procurement of personal property and non- personal services (including construction) for the United States, shall contain a provision requiring that the party contracting with the United States shall take affirmative action to employ and advance in employment qualified special disabled veterans, veterans of the Vietnam era and any other veterans who served on active duty during a war or in a campaign or PAGE 104 of 605
expedition for which a campaign badge has been authorized. The provisions of this section shall apply to any subcontract entered into by a prime contractor in carrying out any contract for the procurement of personal property and non-personal services (including construction) for the United States.

10. AGE DISCRIMINATION ACTOF 1975.

No person in the Unites States shall, on the basis of age, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance.

PAGE 105 of 605
APPENDIX 2 - Section 3 of The Housing And Urban Development Act Of 1968, As Amended.

The work to be performed under this Contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD-assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low-and very low-income persons, particularly persons who are recipients of HUD assistance for housing.

The parties to this Contract agree to comply with HUD's regulations in 24 CFR Part 75, which implements Section 3. As evidenced by their execution of this Contract, the parties to this Contract certify that they are under no contractual obligation or other impediment that would prevent them from complying with Part 75 of the regulations.

The Contractor agrees to send to each labor organization or representative of workers with which the Contractor has a collective bargaining Contract or other understanding, if any, a notice advising the labor organization or workers' representative of the Contractor's commitments under Section 3, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3, shall set forth the minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each, and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin.

The Contractor agrees to include this Section 3 contract language in every subcontract subject to compliance with regulations in 24 CFR Part 75, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 contract language, upon a finding that the subcontractor is in violation of the regulations in 24 CFR Part 75. The Contractor will not subcontract with any subcontractor where the Contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR Part 75.

The Contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the Contractor is selected but before the Contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR Part 75 require employment opportunities to be directed, were not filled to circumvent the Contractor’s obligations under 24 CFR Part 75.

Noncompliance with HUD's regulations in 24 CFR Part 75 may result in sanctions, termination of this Contract for default, and debarment or suspension from future HUD assisted contracts.

PAGE 106 of 605

K I NGHURST RD

SAN SALVATORE PL CON ISTON PL R I DGEWA Y RD

ALLE DR

RA LE I GH DR

HUNTLEY CIR

STRATFORD RD

A LHAMBRA RD

ORLANDO

PL OAK V I EW AVE

WOODSTOCK
R D

PATTON WY

KENS I NGTON

RD MIL CA NYON RD

C I RCLE
DR

PARK PL ROSAL I ND RD

CANON DR

RAM IRO RD OLD MILL RD
LA NE

P I LGR IM PL

PATTON CT

C H A U C E R R D
ST . A LBANS
RD
2300 E. Katella Ave., Ste 125
Anaheim, CA 92806
(657) 275-3018
DATE:

ISSUED
FOR BIDS 05/16/2025
PAGE 107 of 605
“ ”
“ ”
2300 E. Katella Ave., Ste 125
Anaheim, CA 92806
(657) 275-3018
DATE:

ISSUED
FOR BIDS 05/16/2025
PAGE 108 of 605

OAK KNOLL AVENUE

HUNTINGTON DRIVE

HUNTINGTON DRIVE

CHELSEA ROAD

HUNTINGTON DRIVE

OLD MILL ROAD
2300 E. Katella Ave., Ste 125
Anaheim, CA 92806
(657) 275-3018
DATE:

ISSUED
FOR BIDS 05/16/2025
PAGE 109 of 605

HUNTINGTON DRIVE

SHENANDOAH ROAD OLD MILL ROAD

HUNTINGTON DRIVE

HUNTINGTON DRIVE BELLWOOD ROAD
2300 E. Katella Ave., Ste 125
Anaheim, CA 92806
(657) 275-3018
DATE:

ISSUED
FOR BIDS 05/16/2025
PAGE 110 of 605

SHERWOOD ROAD

PALMAS DRIVE

HUNTINGTON MIDDLE SCHOOLBLACKSTONE ROAD

HUNTINGTON DRIVE

SHERWOOD ROAD

WEST DRIVE
2300 E. Katella Ave., Ste 125
Anaheim, CA 92806
(657) 275-3018
DATE:

ISSUED
FOR BIDS 05/16/2025
PAGE 111 of 605
TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Isidro Figueroa, Community Development Director
Alexis Huerta, Management Analyst
DATE: July 25, 2025
SUBJECT: APPROVAL OF AMENDMENT NO. 2 WITH RINCON
CONSULTANTS, INC. TO PROVIDE CONTRACT
PLANNING SERVICES THROUGH SEPTEMBER 14, 2028

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Engaged and Connected Residents
Efficient, Responsive, and Effective City Services
Fiscally Responsible and Transparent City Government

BACKGROUND
On April 27, 2022, the City Manager signed a Professional Services Agreement (PSA) with Rincon Consultants Inc., (Rincon) in order to provide contract planning services in the amount not to exceed $30,000 with a term to expire on August 31, 2022, (attached hereto as Exhibit A).

On September 14, 2022, the City Council approved Amendment No. 1 (attached hereto as Exhibit B) to the PSA, extending the contract term through September 14, 2025, and increasing the not-to-exceed amount to $180,000.

Rincon has supported the Community Development Department since 2021, primarily during periods of staffing shortages. Most recently, the Planning Division experienced the departure of two staff members, leaving only two Planners to manage the City’s Planning Division workload. Rincon has played a critical role in supplementing City staff, assisting with a wide range of professional planning tasks. Their support has enabled the department to continue delivering high-quality customer service and to avoid delays in processing key projects, including accessory dwelling unit (ADU) applications, Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
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plan check reviews, and various discretionary planning projects that require advancement. In addition to project-based support, Rincon has also assisted with technical initiatives such as the creation of updated zoning maps and other long-range planning efforts.

DISCUSSION
The agreement with Rincon will expire on September 14, 2025. An amendment to the current agreement is necessary so the Community Development Department can maintain a high level of service to the public, particularly during times of limited staffing. As demonstrated in recent years, Rincon has provided critical support to the City by assisting with a wide range of planning tasks during periods of staff turnover and transition.

The City primarily utilizes planning consulting services to augment staff , particularly in Assistant and Associate Planner roles, during periods of staffing shortages. In preparation of the contract renewal, staff took the opportunity to solicit proposals from other planning consulting agencies that offer similar services. As a result, staff received proposals from JDJ Consulting Group, Civic Solutions, Inc., MNS Engineers, Inc., and Willdan Financial Services. • JDJ Consulting Group: $195/hour for Associate Planner (Assistant Planner rate not provided)
• Civic Solutions, Inc.: $135/hour for Assistant Planner and $145/hour for Associate Planner
• MNS Engineers, Inc.: $135/hour for Assistant Planner and $155/hour for Associate Planner
• Willdan Financial Services: $167/hour for Assistant Planner and $181/hour for Associate Planner
• Rincon’s proposed rates: $113/hour for Assistant Planner and $135/hour for Associate Planner
While all firms demonstrated relevant experience and qualifications, staff recommends continuing with Rincon based on their proven performance, familiarity with City processes, and competitive rates for the staffing levels most frequently utilized. Staff recommends Rincon as the strongest combination of quality, experience, and cost-effectiveness.

Rincon brings proven expertise in the City’s Municipal Code and planning policies, and their familiarity with the City’s procedures enables them to deliver efficient and high-quality service. Their prior work with the City has PAGE 113 of 605
allowed them to seamlessly support staff operations, helping the Planning Division maintain continuity of service during periods of staff turnover and reduced staffing levels.

Staff has been highly satisfied with the quality and reliability of services provided by Rincon during their time providing Planning consulting services.

Given their strong qualifications, extensive experience with the City, and costefficient pricing structure, staff recommends approving a new three-year agreement with a total contract amount not to exceed $100,000. To avoid service disruptions and better prepare for potential staffing challenges, the proposed three-year term will allow Rincon to support the Planning Division in addressing the current backlog of discretionary projects, filling gaps during staffing shortages, and assisting with complex planning efforts on an asneeded basis.

FISCAL IMPACT & PROCUREMENT REVIEW
A budget amendment to the FY 2025-26 operating budget is not required as the City Council approved an appropriation of $25,000 in Community Development Department Other Contract Services Account #101-14-4150- 0000. The additional funding needed to complete the three-year agreement will be included for consideration during the FY 2026-27 and FY 2027-28 budget adoption process. The fees charged by Rincon are partially offset by Planning permit fees paid by applicants.

The Finance Director has reviewed this report and concluded that this agreement is in the best interest of the City.

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
Staff recommends the City Council approve Amendment No. 2, direct the City Attorney to prepare the amendment, and authorize the City Manager to execute the amendment. If Council concurs with staff’s recommendation, the appropriate motion would be:
“I move to approve Amendment No. 2 in the not to exceed amount of $100,000 with Rincon Consultants, Inc., for Planning consulting services, direct the City Attorney to prepare Amendment No. 2 consistent with the scope PAGE 114 of 605
outlined in the staff report, and authorize the City Manager to execute said amendment.”

ATTACHMENTS

1. Professional Services Agreement with Rincon Consultants, Inc. dated April 27, 2022

2. Amendment No. 1 to Professional Services Agreement with Rincon Consultants, Inc. dated September 14, 2022

3. Proposed Amendment No. 2
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AMENDMENT NO. 2 TO AGREEMENT BETWEEN THE CITY OF SAN MARINO AND RINCON CONSULTANTS, INC.

THIS AMENDMENT NO. 2 TO THE AGREEMENT (“Amendment No. 2”) by and between the CITY OF SAN MARINO (“City”) and RINCON CONSULTANTS, INC., a California corporation (“Consultant”) is effective as of September 14, 2025. City and Consultant are collectively referred to as the “Parties.”

RECITALS
A. City and Consultant entered into that certain Agreement for Professional Services dated April 27, 2022 (“Original Agreement”) whereby Consultant agreed to provide those professional services specified in the Original Agreement.

B. City and Consultant now desire to amend the Original Agreement.

TERMS

1. Contract Changes. The Original Agreement is amended as provided herein.

A. Section 2 of the Original Agreement is amended to read as follows:

2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall continue through September 14, 2028, unless sooner terminated as provided in Section 5.0 of this Agreement.

B. Section 3 of the Original Agreement is amended to read as follows:

3.2 Consultant’s Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit A. For services rendered on and after September 14, 2025, the total compensation paid to Consultant shall not exceed $100,000. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A, unless otherwise approved by City in writing. Pursuant to Section

02.06.05 of the San Marino City Code, this Agreement shall not be effective unless previously approved by the City Council if it is for professional services of greater than thirty-thousand dollars ($30,000).

C. Section 12 of the Original Agreement is amended to read as follows:

12.0 Insurance

12.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements, including but not limited to additional insured endorsements, effecting coverage required by this Agreement on forms satisfactory to City. The PAGE 133 of 605
certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City, if requested. All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

Without limiting Consultant’s indemnification of the City, and prior to commencement of Work, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City.

12.2. General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

12.3. Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

12.4. Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.

12.5. Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

Other provisions or requirements

12.6. Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to the City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by the City’s’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City for the contract period and any additional length of time required thereafter. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

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12.7. Duration of coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or sub-consultants.

12.8. Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by he City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self- insurance shall be called upon to protect it as a named insured.

12.9. City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments.

In the alternative, the City may cancel this Agreement.

12.10. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.

12.11. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.

12.12. Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.

12.13. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant PAGE 135 of 605
maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

12.14. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

12.15. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

12.16. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.

12.17. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any crossliability exclusions.

12.18. Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant.

Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s subcontractor cannot comply with this requirement, which proof must be submitted to the City, Consultant shall be required to ensure that its subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this agreement. This provision does not relieve the Consultant of its contractual obligations under the agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with subcontractors, and others engaged in the project, will be submitted to the City for review.

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12.19. City’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.

12.20. Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

12.21. Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

12.22. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

D. Section 13 of the Original Agreement is amended to read as follows:

13.0. Indemnification, Hold Harmless, and Duty to Defend To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and costs, caused in whole or in part by the negligent or wrongful act, error or omission of Consultant, its officers, agents, employees or subconsultants (or any the City or individual that Consultant shall bear the legal liability thereof) in the performance of services under this agreement. Consultant’s duty to indemnify and hold harmless the City shall not extend to the City’s sole or active negligence.

In the event the City, its officers, employees, agents and/or volunteers are made a party to any action, lawsuit, or other adversarial proceeding arising from the performance of the services encompassed by this agreement, and upon demand by the City, Consultant shall defend the City at Consultant’s cost or at the City’s option, to reimburse the City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters to the extent the matters arise from, relate to or are caused by Consultant’s negligent acts, errors or omissions. Payment by the City is not a condition precedent to enforcement of this provision. In the event of any dispute between Consultant and the City, as to whether liability arises from the sole or active negligence of the City or its officers, employees, or agents, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the City as solely or actively negligent. Consultant will not be entitled in PAGE 137 of 605
the absence of such a determination to any reimbursement of defense costs including but not limited to attorney’s fees, expert fees, and costs of litigation.

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 2, all provisions of the Original Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Original Agreement, as amended by Amendment No. 2.

3. Authority. The persons executing this Amendment No. 2 on behalf of the Parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said party, (iii) by so executing this Amendment No. 2, such party is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said party is bound.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 as of the date and year first hereinabove written.

City of San Marino Rincon Consultants, Inc.

By: By:

Philippe Eskandar Signature
City Manager
Print Name and Title
Date: Date:

ATTEST: APPROVED AS TO FORM:

Alison Walker Joseph Montes
City Clerk City Attorney
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Rincon Consultants, Inc.
250 East 1st Street, Suite 1400
Los Angeles, California 90012
213-788-4842
www.rinconconsultants.com
July 11, 2025
Rincon Project No. 22-12818
Isidro Figueroa, Community Development Director
City of San Marino
2200 Huntington Drive
San Marino, California 91108
Via email: [email protected]
Subject: Proposal for Staff Augmentation and Environmental Planning Services San Marino, California
Dear Mr. Figueroa:

Rincon Consultants, Inc. (Rincon) has appreciated the opportunity to provide contract planning services to the City of San Marino (City) since 2022. For the past three years, Rincon staff has collaborated with the City to process applications for single family residences and accessory dwelling units, assist applicants at the public counter, and provide mapping services. We are providing this proposal at the direction of staff to continue serving the City at increased levels of service, through operational support and expedited permit processing where needed.

Key Staff
This contract will be managed by Project Manager, Andres Sanchez. Lilly Rudolph, Community Planning Director, will serve as Principal-in-Charge and Contract Manager. Andres and Lilly will lead project teams to deliver comprehensive and effective staff augmentation, land use planning, and environmental review services. At the request of the City, we will submit staff resumes for qualified community planners, environmental practitioners, and technical specialists for City consideration.

Proposed staff will have experience that is commensurate with the complexity and technical skills needed to execute tasks, as well as availability appropriate for the project timeline and level of effort.

Scope of Work
Rincon’s approach emphasizes collaboration, efficiency, and technical excellence. Our project team will integrate seamlessly with City staff, providing technical support while ensuring compliance with local and state regulations. Typical services that Rincon can provide include:
• Current planning development review for a range of project types, including residential, commercial, and wireless facilities project types, and applications subject to permit streamlining.

Tasks include:
o Reviewing project applications for completeness, zoning compliance, and design review; and provide constructive input to applicants in a timely manner consistent with the Permit Streamlining Act
o Coordinating with environmental consultants preparing CEQA/NEPA documents o Preparing staff reports and resolutions, including finding and conditions of approval o Coordinating and communicating with City departments, applicants, and interested parties o Attending and giving oral presentations at public meetings, neighborhood councils, or other community organizations
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City of San Marino
Proposal for Staff Augmentation and Environmental Planning Services 2 o Administering condition compliance, planning-level plan check, and mitigation monitoring and reporting programs
o Managing case files in an organized manner; close out cases per City procedures • Long-range planning policy and strategies, including:
o Amendments to general plans, zoning ordinances, and specific plans o Preparation of Specific Plans for development projects o Local Agency Formation Commission (LAFCo) applications, sphere of influence updates, and municipal service reviews
o Staff reports, resolutions, and ordinances
• Historic Preservation and Cultural Resources Support, including o Historic resource evaluations, including California Department of Parks and Recreation (DPR 523) forms.
o Secretary of the Interior’s Standards for the Treatment of Historic Properties compliance assessments.
o Historic structures reports, preservation plans, and adaptive reuse feasibility analyses. o Participating and/or guiding the tribal consultation process • Environmental review for compliance with the California Environmental Quality Act and the National Environmental Policy Act, such as:
o Peer review of applicant-submitted technical reports
o Exemptions, initial studies, and environmental impact reports o Technical studies in air quality, greenhouse gases, noise, biological resources, and cultural resources
o Coordination with regulatory agencies to streamline permitting and environmental compliance • Geographic information services (GIS) services:
o Spatial data analysis, mapping, and visualization services and maintain GIS databases and develop tools to enhance data-driven decision-making
• Community Engagement:
o Develop and implement outreach strategies to engage residents, businesses, and stakeholders in planning and policy initiatives
o Facilitate public meetings, manage digital engagement platforms, and ensure inclusive participation in civic processes
Assumptions
• With the exception of in-person onboarding, hard copy project file transfers, and necessary inperson meetings and public hearings, work may be conducted remotely from Rincon offices. • Rincon staff will be given access to all required City programs to perform work remotely. • For assignments necessitating in person services, Rincon will make every attempt to identify staff based out of our Los Angeles office. If local staff are not available or not appropriate for the specified assignment, we will submit a cost proposal for travel reimbursement prior to commencing work.

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City of San Marino
Proposal for Staff Augmentation and Environmental Planning Services 3 Cost
Our fee schedule is provided in Attachment 1. Rincon will make every attempt to manage projects costs by providing the lowest-cost staff member qualified for the specific assignment, with appropriate oversight.

Thank you for your consideration and for the opportunity to continue to support the City of San Marino.

If you have any questions regarding this proposal, please contact Lilly Rudolph at 805-947-4828 or [email protected].

Sincerely,
Rincon Consultants, Inc.

Lilly Rudolph, AICP
Director
Brenna Weatherby
Principal
Attachment
Attachment 1 Fee Schedule
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Attachment 1
Fee Schedule
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Rincon Consultants, Inc.

Effective January 1, 2025
Standard Fee Schedule for Environmental Sciences and Planning Services Professional, Technical
and Support Personnel*
Hourly Rate
January 1 –
December 31, 2025
January 1 –
December 31, 2026
January 1 –
December 31, 2027
January 1 –
December 31, 2028
Senior Principal $330 $342 $354 $366
Principal $318 $329 $341 $353
Director $318 $329 $341 $353
Senior Supervisor II $302 $313 $324 $335
Supervisor I $282 $292 $302 $313
Senior Professional II $264 $273 $283 $293
Senior Professional I $246 $255 $264 $273
Professional IV $218 $226 $234 $242
Professional III $203 $210 $217 $225
Professional II $180 $186 $193 $200
Professional I $160 $166 $172 $178
Associate III $135 $140 $145 $150
Associate II $121 $125 $129 $134
Associate I $113 $117 $121 $125
Field Technician $97 $100 $104 $108
Technical Editor $152 $157 $162 $168
Project Accountant $129 $134 $139 $144
Billing Specialist $111 $115 $119 $123
Publishing Specialist $124 $128 $132 $137
Clerical $111 $115 $119 $123
* Professional classifications include environmental scientists, urban planners, biologists, geologists, marine scientists, GHG verifiers, sustainability experts, cultural resources experts, data technology experts, and other professionals. Expert witness services consisting of depositions or in-court testimony are charged at the hourly rate of $400.

Reimbursable Expenses
Direct Cost Rates
Photocopies – B/W $0.25 (single-sided), $0.45 (double-sided) Photocopies – Color $1.55 (single-sided), $3.10 (double-sided) Photocopies – 11” by 17” $0.55 (B/W), $3.40 (color)
Oversized Maps $8.50/square foot
Digital Production $15/CD, $20/flash drive
Light-Duty and Passenger Vehicles* $90/day
4WD and Off-Road Vehicles* $150/day
*Current IRS mileage rate for mileage over 50 and for all miles incurred in employee-owned vehicles.

Other Direct Costs. Other direct costs associated with the execution of a project, that are not included in the hourly rates above, are billed at cost plus 16%. These may include, but are not limited to, laboratory and drilling services, subcontractor services, authorized travel expenses, permit charges and filing fees, mailings and postage, performance bonds, sample handling and shipment, rental equipment, and vehicles other than covered by the above charges.

Annual Escalation. Standard rates subject to 3.5% annual escalation, on January 1.

Payment Terms. All fees will be billed to Client monthly and shall be due and payable upon receipt or as indicated in the contract provisions for the assignment. Invoices are delinquent if not paid within 10 days from receipt or per the contractually required payment terms.

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Rincon Consultants, Inc.

Effective January 1, 2025
Equipment Rate
Environmental Site Assessment
Soil Vapor Extraction Monitoring Equipment $160
Four Gas Monitor $137
Flame Ionization Detector $110
Photo Ionization Detector $82
Hand Auger Sampler $62
Water Level Indicator, DC Purge Pump $46
CAPDash $7,500
Natural Resources Field Equipment
UAS Drone $300
Spotting or Fiberoptic Scope $170
Petterson Bat Ultrasound Detector/Recording Equipment $170 Sound Level Metering Field Package (Anemometer, Tripod and Digital Camera) $113 GPS (Sub‐meter Accuracy) $67
Infrared Sensor Digital Camera or Computer Field Equipment $57 Scent Station $23
Laser Rangefinder/Altitude $11
Pit‐fall Traps, Spotlights, Anemometer, GPS Units, Sterilized Sample Jar $9 Mammal Trap, Large/Small $1.55/$0.55
Water and Marine Resources Equipment
Boat (20 ft. Boston Whaler or Similar) $800
Multi Parameter Sonde (Temp, Cond, Turbidity, DO, pH) with GPS $170 Water Quality Equipment (DO, pH, Turbidity, Refractometer, Temperature) $62 Refractometer (Salinity) or Turbidity Meter $38
Large Block Nets $114
Minnow Trap $98
Net, Hand/Large Seine $57
Field Equipment Packages
Standard Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet, Safety Equipment, and Botanic Collecting Equipment)
$114
Remote Field Package (Digital Camera, GPS, Thermometer, Binoculars, Tablet and Mifi, Delorme Satellite Beacon, 24‐Hour Safety Phone)
$144
Amphibian/Vernal Pool Field Package (Digital Camera, GPS, Thermometer, Decon Chlorine, Waders, Float Tube, Hand Net, Field Microscope)
$170
Fisheries Equipment Package (Waders, Wetsuits, Dip Nets, Seine Nets, Bubblers, Buckets) $57 Underwater and Marine Sampling Gear (U/W Photo/Video Camera, Scuba Equipment (Tanks, BCD, Regulators, Wetsuits, etc.)
$57/diver
Marine Field Package (PFDs – Personal Flotation Devices, 100-foot Reel Tapes with Stainless Carabiners, Pelican Floats, Underwater Slates, Thermometer, Refractometer, Anemometer, Various Field Guides)
$100
Insurance, Hazard and Fees
Historic Research Fees $55
L&H Dive Insurance $57/diver
Level C Health and Safety $70/person
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TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Isidro Figueroa, Community Development Director
Alexis Huerta, Management Analyst
DATE: July 25, 2025
SUBJECT: AWARD OF PROFESSIONAL SERVICES AGREEMENT

WITH WILLDAN FINANCIAL SERVICES FOR A

DEVELOPMENT IMPACT FEE STUDY

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Efficient, Responsive, and Effective City Services
Engaged and Connected Residents
Fiscally Responsible and Transparent City Government

BACKGROUND
The City is exploring the implementation of Development Impact Fees (DIFs) to ensure that new development contributes its fair share toward the costs associated with expanding infrastructure and public services. Development Impact Fees are one-time charges imposed on new development projects to mitigate the impacts of growth on essential City infrastructure systems.

Revenue generated from DIFs may fund capital improvements to support growth, including but not limited to transportation infrastructure, parks, public safety facilities, and other civic improvements.

While DIFs are commonplace in many cities, the City of San Marino has not previously undertaken a DIF Study. On November 13, 2024, the City Council adopted an updated Housing Element and comprehensive Zoning Code amendments to comply with state housing mandates and support sustainable growth. In alignment with these planning efforts, and in anticipation of future development and its associated impacts on public infrastructure and services, the City seeks to establish a fair, transparent, and legally defensible DIF program.

Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
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DISCUSSION
To support the implementation of a legally defensible and fiscally responsible DIF program, the City issued a Request for Proposals (RFP) seeking qualified subject matter experts with demonstrable expertise in impact fee studies, fiscal analysis, and public finance. The purpose of the study is to evaluate the impacts of future development on the City’s infrastructure systems and to recommend a fee structure that ensures that new developments pays its proportionate share of capital costs, while ensuring full compliance with the California Mitigation Fee Act (Government Code Sections 66000 et seq.). The resulting fees will help fund new development’s proportionate share of public facilities without placing an undue financial burden on that development.

The scope of work includes, but is not limited to:
• Assessment of Public Facility Needs: Identify current and future infrastructure needs, including transportation, parks, utilities, and public safety, and estimate associated capital costs to accommodate future development.
• Nexus Analysis: Establish the proportional relationship between new development and the impact on public facilities, in accordance with the Mitigation Fee Act (California Government Code Section 66000 – 66025; also known by the Assembly Bill “AB 1600”)
• Fee Development: Develop a proposed fee schedule that balances cost recovery with the City’s growth management objectives and is aligned with the City’s Capital Improvement Program.
• Prepare a draft and final DIF Study and assist in the development of ordinances, resolutions, and procedures necessary for program adoption and implementation.

In response to the RFP, staff received proposals from Willdan Financial Services, DTA Public Finance Inc., and Matrix Consulting Group, Ltd. The proposed not-to-exceed costs were as follows:
• DTA Public Finance Inc. $81,985
• Matrix Consulting Group, Ltd. $22,500
• Willdan Financial Services $59,880
After a thorough evaluation based on qualifications, approach, relevant experience, understanding of the City’s needs, and cost-effectiveness, staff determined that Willdan Financial Services was the most qualified firm to undertake the DIF Study.

While all three firms demonstrated experience in preparing DIF studies, Willdan distinguished itself through its technical expertise, tailored approach, PAGE 147 of 605
and strong understanding of the City’s goals and objectives. Willdan’s proposal included a clear and methodical plan for conducting the required nexus analyses, a strong public engagement strategy, and a high level of responsiveness to the scope of work outlined in the City’s RFP.

Based on the results of the proposal evaluation process, staff recommends awarding a two-year contract to Willdan Financial Services in the amount of $59,880 for the preparation of a DIF Study. Approval of this agreement will allow the City to develop a fair and objective fee structure to support future growth and infrastructure needs.

It is anticipated that the entire process from notice to proceed to consideration for adoption by City Council should take approximately six to seven months.

FISCAL IMPACT & PROCUREMENT REVIEW
A FY 2025-26 budget adjustment is needed in Account #101-14-4150-0000 in the amount of $59,880. The General Fund is estimated to end FY 2025-26 with a change in fund balance of $35,965. A budget adjustment in the amount of $59,880 will require the use of General Fund unassigned fund balance in the amount of $23,915 to cover the cost.

The Finance Director has reviewed the staff report for compliance with San Marino City Code §02.06.05.B.5.

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
Staff recommends the City Council approve the contract and authorize the City Manager to execute the agreement. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to approve the contract with Willdan Financial Services, approve the necessary budget adjustments, and authorize the City Manager to execute the agreement.”

ATTACHMENTS

1. Professional Services Agreement with Willdan Financial Services PAGE 148 of 605

PROFESSIONAL SERVICES AGREEMENT
between
The City of San Marino
2200 Huntington Drive
San Marino, CA 91108
&

WILLDAN FINANCIAL SERVICES
27368 Via Industria, Suite 200
Temecula, CA 92590
This Professional Service Agreement (“the Agreement”) is made as of July 25, 2025 (the “Effective Date”), by and between Willdan Financial Services (“Consultant”), and the City of San Marino (“City”), a California municipal corporation, (collectively, “the Parties”).

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RECITALS
A. City desires certain professional services as specified in this Agreement.

B. Consultant represents that it is qualified and able to provide City with such services.

NOW THEREFORE, in consideration of the Parties’ performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows:

AGREEMENT

1.0 Scope of Services

1.1. Consultant shall provide those services (“Services”) set forth in the attached Exhibit A.

1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City.

1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local laws, ordinances, codes, and regulations.

1.4. Consultant shall not be compensated for any work performed unless it is specified in Exhibit A or City authorizes such work in advance and in writing. Any work so authorized by City shall become part of the Services for purposes of this Agreement.

2.0 Term
The term of this Agreement shall commence as of the Effective Date and shall continue through July 25, 2027 unless sooner terminated as provided in Section 5.0 of this Agreement.

3.0 Consultant’s Compensation
City will pay Consultant in accordance with the fee schedule set forth in Exhibit B but in no event will the City pay more than $59,880. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit B, unless otherwise approved by City in writing. Pursuant to Section

02.06.05 of the San Marino City Code, this Agreement shall not be effective unless previously approved by the City Council if it is for professional services of greater than thirty-thousand dollars ($30,000).

4.0Method of Payment

4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end

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of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant all undisputed charges within 30 days of receiving Consultant’s invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other required or authorized deductions from payments made to Consultant.

4.2. Upon 24-hour notice from City, Consultant shall allow City or City’s agents or representatives to inspect at Consultant’s offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City’s rights under this Section 4.2 shall survive for two years following the expiration or earlier termination of this Agreement.

5.0Termination

5.1. City may terminate this Agreement at any time, at will, for any reason or no reason, after giving written notice to Consultant at least thirty (30) calendar days before the termination is to be effective.

5.2. Consultant may terminate this Agreement for cause in the event City fails to cure a default under this Agreement within thirty (30) days after Consultant has given City notice of such default.

5.3. Upon termination of this Agreement, Consultant shall cease all work under this Agreement and deliver to City all materials, reports, documents, notes or other written materials compiled through the last working day this Agreement is in effect. City shall pay Consultant for all services satisfactorily rendered through the last working day this Agreement is in effect; provided that in no event, including but not limited to termination, shall Consultant be entitled to receive more than the maximum compensation set forth in Section 3. Neither party shall have any other claim against the other party by reason of termination pursuant to this Section 5.0.

6.0 Reports, Information, and Work Product

6.1. Consultant shall deliver to City: (1) any reports on the status of the Services upon City’s request and in such time and in such form as City may require; and (2) all material furnished to Consultant by City upon City’s request and/or upon the expiration or termination of this Agreement.

6.2. Unless the Parties agree in writing, all draft and final reports, documents, and other written material, and any and all images, ideas, concepts, designs including without limitation any website designs, source code, object code, electronic data and files, and/or other media whatsoever created or developed by Consultant in the performance of this Agreement (collectively, “Work Product”) shall be considered to be “works made for hire” for the benefit of City. All Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of City without restriction or limitation upon their use, duplication or dissemination by City upon final payment being made. Consultant shall not

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obtain or attempt to obtain copyright protection as to any of the Work Product. Consultant hereby assigns to City all rights of ownership to the Work Product, including but not limited to any and all related intellectual property and proprietary rights that are not otherwise vested in the City pursuant to this paragraph.

6.3. Consultant warrants and represents that it has secured all necessary licenses, consents or approvals necessary to the production of the Work Product, and that upon final payment, City shall have full legal title to the Work Product, and full legal authority and the right to use and reproduce the Work Product for any purpose. Consultant shall defend, indemnify, and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of city officials, harmless from any loss, claim, or liability in any way related to a claim that any use by the City of any of the Work Product violates federal, state, or local laws, or any contractual provisions, or any rights or laws relating to trade names, licenses, franchises, copyrights, patents, or other means of protecting intellectual property rights, and/or interests in products, ideas, or inventions. Consultant shall bear all costs arising from the use of patented, copyrighted, trade secret, or trademarked documents, materials, equipment, devices, or processes in connection with its provision of the Work Product produced under this Agreement. If any use by city of any of the Work Product or other deliverables is held to constitute an infringement and the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for City the right to continue using such Work Product and/or other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (b) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement.

6.4. Consultant’s obligations under this Section 6.0 shall survive the expiration or termination of this Agreement.

7.0 Party Representatives

7.1. City’s representative for purposes of this Agreement is the City Manager or the person designated in writing by the City Manager. The City Manager’s designee may exercise the authority of the City Manager provided in this Agreement excepting approval of any expenditure that would exceed a total compensation allowed under the Agreement.

7.2. James Edison is Consultant’s representative for purposes of this Agreement.

8.0Notices

8.1 All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses:

To City: City of San Marino
2200 Huntington Drive

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San Marino, California 91108
Attn: City Manager
To Consultant: Willdan Financial Services
27368 Via Industria, Suite 200
Temecula, CA 92590
Attn: James Edison

8.2 Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

9.0 Independent Consultant

9.1. Consultant is an independent contractor and not an employee of City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to:
social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

9.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant’s personnel practices.

City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this Section.

All duties of Consultant under this Section 0 shall survive termination of this Agreement.

9.3. In the event that Consultant provides any of the Services by or through any employee or any person whose work under this Agreement becomes cause for any payment or contribution required by law, including but not limited to the California Public Employees' Pension Reform Act (PEPRA), to the Public Employee Retirement System, Consultant shall be solely responsible for all such payments or contributions. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from Consultant’s failure to make any such payment or contribution. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising

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under this Section. All duties of Consultant under this Section 0 shall survive termination of this Agreement.

10.0 Subcontractors
Unless otherwise specified in Exhibit A, no portion of this Agreement shall be subcontracted without the prior written approval of the City Manager. Consultant is fully responsible to City for the performance of any and all subcontractors, if any.

11.0 Assignment
Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City Manager. Any purported assignment without such consent shall be void and without effect.

12.0 Insurance

12.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements, including but not limited to additional insured endorsements, effecting coverage required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City, if requested.

All certificates and endorsements shall be received and approved by City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, at any time.

12.2. General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.

12.3. Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

12.4. Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement and Consultant agrees to maintain continuous

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coverage through a period no less than three years after completion of the services required by this agreement.

12.5. Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (statutory limits) and Employer’s Liability insurance (with limits of at least $1,000,000).

Consultant shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees, and volunteers.

If coverage is maintained on a claims-made basis, the Consultant shall maintain such coverage for an additional three (3) years following termination of the contract.

Other provisions or requirements

12.6. Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to Agency as evidence of the insurance coverage required herein.

Insurance certificates and endorsements must be approved by Agency’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with Agency for the contract period and any additional length of time required thereafter. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.

12.7. Duration of coverage. Consultant shall procure and maintain for the contract period, and any additional length of time required thereafter, insurance against claims for injuries to persons or damages to property, or financial loss which may arise from or in connection with the performance of the Work hereunder by Consultant, their agents, representatives, employees, or sub-consultants.

12.8. Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by Agency shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of Agency before the Agency’s own insurance or self- insurance shall be called upon to protect it as a named insured.

12.9. Agency’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Agency has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by Agency will be promptly reimbursed by Consultant or Agency will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, Agency may cancel this Agreement.

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12.10. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the Agency’s Risk Manager.

12.11. Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against Agency, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against Agency and shall require similar written express waivers and insurance clauses from each of its subconsultants.

12.12. Enforcement of contract provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform Consultant of non-compliance with any requirement imposes no additional obligations on the Agency nor does it waive any rights hereunder.

12.13. Requirements not limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency.

12.14. Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide the Agency with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage. If any of the Consultant’s insurers are unwilling to provide such notice, then Consultant shall have the responsibility of notifying the Agency immediately in the event of Consultant’s failure to renew any of the required insurance coverages, or insurer’s cancellation or non-renewal.

12.15. Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

12.16. Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include

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any limiting endorsement of any kind that has not been first submitted to Agency and approved of in writing.

12.17. Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.

12.18. Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party who is brought onto or involved in the project/service by Consultant (hereinafter collectively “Subcontractor”), provide the same minimum insurance coverage and endorsements required of Consultant under this Agreement. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. However, in the event Consultant’s Subcontractor cannot comply with this requirement, which proof must be submitted to the Agency, Consultant may still be able to utilize the Subcontractor provided Consultant shall be required to ensure that its Subcontractor provide and maintain insurance coverage and endorsements sufficient to the specific risk of exposure involved with Subcontractor’s scope of work and services, with limits less than required of the Consultant, but in all other terms consistent with the Consultant’s requirements under this Agreement. This provision does not relieve the Consultant of its contractual obligations under the Agreement and/or limit its liability to the amount of insurance coverage provided by its subcontractors. This provision is intended solely to provide Consultant with the ability to utilize a Subcontractor who may be otherwise qualified to perform the work or services but may not carry the same insurance limits as required of the Consultant under this Agreement given the limited scope of work or services provided by the subcontractor. Consultant agrees that upon request, all agreements with Subcontractors, and others engaged in the project and/or services, will be submitted to Agency for review.

12.19. Agency’s right to revise specifications. The Agency reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the Agency and Consultant may renegotiate Consultant’s compensation.

12.20. Self-insured retentions. Any self-insured retentions must be declared to and approved by Agency. Agency reserves the right to require that selfinsured retentions be eliminated, lowered, or replaced by a deductible, or require proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention through confirmation from the underwriter.

12.21. Timely notice of claims. Consultant shall give Agency prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s

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performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.

12.22. Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

Indemnification, Hold Harmless, and Duty to Defend

12.23. To the maximum extent permitted by law, Consultant shall defend, indemnify, and hold City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively “Indemnitees”) free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, its agents, or its subcontractors in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant’s own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement.

12.24. Consultant must obtain executed indemnity agreements with provisions identical to those in Section 0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of the Services.

If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless, and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged, or threatened, arising or claimed to arise out of, pertaining to, or relating to the acts or omissions of Consultant’s subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors, or their respective officers, agents, servants or employees (or any entity or individual that Consultant’s subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees’ active or passive negligence, except for Claims arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties.

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13.0 Equal Opportunity
Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

14.0 Labor Certification

14.1. By its signature hereunder, Consultant certifies it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code. Consultant shall provide evidence of such coverage before commencing the performance of the Services.

14.2. Consultant certifies that in the performance of the Services, Consultant shall not, in any manner, employ any person or contract with any person so that any Services so performed by such person would be subject to the workers’ compensation laws of the State of California unless and until Consultant gives City a certificate of consent to selfinsure or a certificate of Workers' Compensation Insurance Coverage.

14.3. In the event Consultant hires a subcontractor who has employees to perform the Services or any part thereof, then Consultant shall either require the subcontractor to obtain Workers’ Compensation Insurance Coverage, or must obtain Workers’ Compensation Insurance Coverage for the subcontractor’s employees.

14.4. Any Workers’ Compensation Insurance Coverage required by or for this Agreement shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, its agents, and its subcontractors.

15.0 Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties.

16.0 Severability
The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement.

17.0 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California.

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18.0 No Third Party Rights
No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement.

19.0 Waiver
No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

20.0 Headings
Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.

21.0 Force Majeure
Consultant shall not be liable for any failure to perform any obligation under this Agreement if Consultant presents that City in its sole judgment deems acceptable that such failure was due to strikes, lockouts, labor disputes, embargoes, acts of God, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond Consultant’s reasonable control and not due to any act by Consultant.

22.0 Final Payment Acceptance Constitutes Release
Consultant’s acceptance of City’s final payment under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Consultant for the Services or anything done or furnished relating thereto. Neither City’s payment to Consultant nor approval of payment constitute, nor be deemed, a release of the responsibility and liability of Consultant, its employees, sub-contractors and agents for the accuracy and competency of the information provided and/or work performed; nor shall such or payment or approval be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Consultant, its employees, subcontractors and agents.

23.0 Prohibited Interests; Conflict of Interest

23.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services.

Consultant shall not accept any employment or representation during the term of this

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Agreement which is or may likely make Consultant “financially interested” (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained.

23.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift.

23.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited “conflict of interest” under applicable laws as described in this subsection.

24.0 Attorneys’ Fees
If either party commences any legal, administrative, or other action against the other party arising out of or in connection with this Agreement, the prevailing party in such action shall be entitled to have and recover from the losing party all of its attorneys’ fees and other costs incurred in connection therewith.

25.0 Exhibits
Each exhibit referenced in this Agreement is hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control.

26.0 Corporate Authority

26.1. Each person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of Consultant and that by his or her execution, Consultant is formally bound to the provisions of this Agreement.

26.2. Consultant certifies it is aware of the requirements of Sections 313 of the California Corporations Code. If Consultant is a corporate entity, it shall either: (a) provide City written proof that each person executing this Agreement on Consultant’s behalf is duly authorized to bind Consultant; or (b) provide two signatories to this Agreement, of whom the first must be Consultant’s chairman of the board, president, or a vice president

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and the second must be Consultant’s secretary, an assistant secretary, its chief financial officer, or an assistant treasurer.

IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the Effective Date.

CITY OF SAN MARINO
By: _________________________
Philippe Eskandar
City Manager
Attest:

By: _________________________
City Clerk
Approved as to Form:

By: _________________________
Joseph Montes
City Attorney

CONSULTANT
By: __________________________ (Sign)
Name: Chris Fisher
(Print)
Title: Vice President/Director
(Print)
By: __________________________ (Sign)
Name: __________________________ (Print)
Title: __________________________ (Print)

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Development Impact Fee Study 17
City of San Marino, CA
Section Four – Outline Strategies and Options
Development Impact Fee Study
Willdan will work with the City to establish its impact fees consistent with the Mitigation Fee Act and other relevant laws. We want to ensure that our scope of services is responsive to the City’s needs and specific local circumstances.

We will work with the City to revise our proposed scope based on input prior to approval of a contract, and as needed during the course of the study.

Task 1: Identify and Consider Fee Categories and Policy Issues Objective: Identify City facilities needs and appropriate fees. Discuss potential policy issues raised by the fees and the required study. Kick-off meeting with staff to review data needs, policy issues, and schedule.

Description: Meet with the City to discuss facilities needs and appropriate fee categories, considering City requirements, stakeholder concerns, and neighboring and comparable jurisdictions. Willdan will assist the City with best practices and provide a list of typical fee categories adopted by similar jurisdictions.

Willdan anticipates creating four fee categories, to be determined by the City. Typical fee categories are transportation, parks, general government, and public safety, but the City is in the best position to determine which fee categories are appropriate.

Willdan will review agency documents related to existing capital planning policies and funding programs. Bring policy issues to City staff’s attention, as appropriate, during the project and seek guidance prior to proceeding. Potential policy issues include:
ƒ Changes in implementation resulting from AB 602;
ƒ Changes in approach and nexus findings necessary to comply with AB 602; ƒ Potential new impact fees for consideration
ƒ Availability of existing public facility master plans and CIPs to identify needed facilities; ƒ Types of facilities to be funded by each fee;
ƒ Land use categories for imposition of fees;
ƒ Nexus approach to determining facility standards;
ƒ Nexus approach to allocating cost burden among land uses, including need for separate fee zones;
ƒ Potential alternative funding sources, if needed;
ƒ Funding existing deficiencies, if identified; and
ƒ Implementation concerns and strategies.

Deliverables: (1) Information requests; and (2) revised project scope and schedule (if needed).

Task 2: Identify Existing Development and Future Growth Objective: (1) Identify estimates of existing levels of development; and (2) identify a projection of future growth consistent with current planning policy.

Description: Identify base year for estimating existing levels of development and for calculating facility standards based on existing facility inventories (see Task 3). Include entitled development that would be exempt from fee program.

Consult with City staff to identify growth projections to a defined long-range planning horizon (10 to 30 years). Projections provide a basis for determining the facilities needed to accommodate growth (see Task 4). Consider projections from regional metropolitan planning agencies and other available sources - City staff to provide estimates and projections by zone if needed.

Develop approach for converting land use data to measure of facility demand. For example, identify population and employment density factors to convert population and employment estimates to dwelling units and building square footage.

Exhibit A
Scope of Work
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Development Impact Fee Study 18
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Select appropriate approach for each impact fee based on:
ƒ Available local data on facility demand by land use category; ƒ Approaches used by other agencies; and
ƒ Support for other agency policy objectives.

Changes to estimates and projections during subsequent tasks could cause unanticipated effort and require an amendment to the scope of services and budget. Obtain approval of estimates and projections from City staff prior to proceeding.

Task 3: Determine Facility Standards
Note: Conduct Tasks 3, 4, and 5 separately for each intended facility and fee type. Conduct tasks concurrently because of the effect of facility standards (Task 3), facility needs (Task 4), and alternative funding (Task 5) on the fee calculation.

Objective: Determine standards to identify facilities required to accommodate growth.

Description: Identify and evaluate possible facility standards depending upon the facility type, current facility inventory data, and available facility planning documents. Consider use of: (1) adopted policy standards (e.g., General Plan, master facility plans); (2) standards derived from existing facility inventories; or (3) standards derived from a list of planned facility projects. City staff to provide policies, inventories, and project lists. Willdan will work with the City to identify additional costs that might be eligible for funding by the DIF.

Task 4: Determine Facilities Needs and Costs
Objective: Identify the type, amount and cost of facilities required to accommodate growth and correct deficiencies, if any.

Description: Quantify total planned facilities based on growth projection from Task 2 and facility standards from Task 3. Express planned facilities in general quantities such as acres of parkland, or as a specific list of capital projects from a master facility plan.

Location of planned facilities may or may not be specified. If only a general description of planned facilities is available through the planning horizon, City staff to provide a list of specific capital projects for use of fee revenues during the short term (e.g., five years).

Distinguish between: (1) facilities needed to serve growth (that can be funded by impact fees); and (2) facilities needed to correct existing deficiencies (that cannot be funded by impact fees). Use one of three cost allocation methods (existing inventory, system plan, or planned facilities).

Gather planning-level data on new facilities costs based on lump sum project cost estimates, or unit costs and project quantities (acres, building square feet, lane miles, etc.). Consider recent City experience, local market data such as land transactions, and consultant team experience from prior projects. Inflate older cost estimates to base year using appropriate cost indices.

The revised facility costs will form the basis of the capital improvement program needed for compliance with AB 602.

This scope of work does not include additional engineering analysis to identify total facility needs, existing deficiencies, or cost estimates. Any such engineering/design work can be provided under a separate contract with Willdan Engineering or a third party. However, Willdan can use rough descriptions and comparable projects to calculate a reasonable cost estimate sufficient for use in the DIF study.

Task 5: Identify Funding and Financing Alternatives
Objective: Determine the extent of alternative (non-fee) funding available for new facilities.

Description: If impact fees are going to only partially fund a capital project, the Mitigation Fee Act requires the agency report on the anticipated source and timing of the additional funding every five years. There are two types of alternative funding sources that we will identify:

1. Funding from non-impact fee sources to correct existing deficiencies; and

2. Funding from new development other than impact fees that must be credited against new development’s impact fee contributions, possibly including taxes paid to finance facilities.

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Development Impact Fee Study 19
City of San Marino, CA
Identify anticipated alternative funding based on information from City staff or note that funds are still to be identified based on a list of probable funding alternatives. If fees will fund debt service include financing costs in the total cost of facilities.

Assume facilities to be funded predominantly on a pay-as-you-go basis. Scope does not include a cash flow analysis to analyze effect of timing of fee revenues on financing costs.

Task 6: Comparison
Objective: Provide a comparison of the proposed impact fees to those of comparable/surrounding jurisdictions in Los Angeles County and an assessment of the effect of fees on development feasibility.

Description: Willdan will compare a total of four Los Angeles County jurisdictions to be selected by the City. Willdan will also provide an assessment of the effect of the fees on project feasibility, typically using a ratio calculation to development value compared to industry benchmarks.

Typically, Willdan prepares an analysis of fees charged to a series of prototype developments (such as residential, retail, etc.) to provide an “apples to apples” comparison, but the exact methodology will be determined in consultation with the City. This comparison will be limited to four other jurisdictions.

Task 7: Calculate Fees and Prepare Report
Objective: Provide technically defensible fee report that comprehensively documents project assumptions, methodologies, and results.

Description: Generate fee schedule to apportion facility costs to individual development projects. Use facility costs per unit of demand multiplied by demand by land use category based on data developed in prior tasks.

Prepare draft report tables for City staff to review, that document each step of the analysis, including schedule of maximum justified fees by facility type land use category and all other requirements of the Mitigation Fee Act.

Following one (1) round of comments from City staff on the quantitative analysis and fee schedules, prepare administrative draft report. Following one (1) round of comments on administrative draft, prepare public draft for presentation to interested parties, the public and elected officials. This public review draft will be presented and public stakeholder meetings and at a Council informational session.

Prepare final report, if necessary, based on comments received on the public draft report. If requested, post the report on our website for public access. Note that as of January 2022, the Nexus study is adopted separately from the fees, and with a 30-day notice.

Fees will be calculating residential land uses in compliance with AB 602.

Provide legal counsel with copies of fee resolutions and ordinances used by other jurisdictions.

Deliverables: If necessary, we will provide up to two (2) bound copies of the draft report, one (1) unbound copy, one (1) Microsoft Word copy; and up to two (2) bound copies of the final report.

Task 8: Implementation Support
Objective: Willdan will advise staff on best practices regarding the implementation fees.

Description: Willdan will advise the City regarding the administrative requirements of the fee program (such as annual reporting and accounting) and best practices for implementation, including phase in, credit and reimbursement policies, and capital planning.

Task 9: Meetings
Objective: The project manager or other necessary Willdan staff will attend project meetings. A member of the Impact Fee project team will attend up to four (4) in-person meetings throughout the City’s engagement. Phone conferences are not considered meetings for the purposes of this scope.

Optional: Optional stakeholder and Council meetings may be requested by the City.

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Development Impact Fee Study 20
City of San Marino, CA
City Staff Support
To complete our tasks, we will need the cooperation of City staff. We suggest that the City of San Marino assign a key individual to represent the City as the project manager who can function as our primary contact. We anticipate that the City’s project manager will:
1) Coordinate responses to requests for information;
2) Coordinate review of work products; and
3) Help resolve policy issues.

Willdan will endeavor to minimize the impact on City staff in the completion of this project. We will ask for responses to initial information requests in a timely manner. If there are delays on the part of the City, we will contact the City’s project manager to steer the project back on track. We will keep the City’s project manager informed of data or feedback we need to keep the project on schedule.

Project Disclaimer
The City of San Marino further represents, acknowledges, and agrees that:
(i) The City uses, or may use, the services of one or more municipal advisors registered with the U.S. Securities and Exchange Commission (“SEC”) to advise it in connection with municipal financial products and the issuance of municipal securities;
(ii) The City is not looking to Willdan to provide, and City shall not otherwise request or require Willdan to provide, any advice or recommendations with respect to municipal financial products or the issuance of municipal securities (including any advice or recommendations with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues);
(iii) The provisions of this proposal and the services to be provided hereunder as outlined in the scope of services are not intended (and shall not be construed) to constitute or include any municipal advisory services within the meaning of Section 15B of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations adopted thereunder;
(iv) For the avoidance of doubt and without limiting the foregoing, in connection with any revenue projections, cashflow analyses, feasibility studies and/or other analyses Willdan may provide the City with respect to financial, economic or other matters relating to a prospective, new or existing issuance of municipal securities of the City, (A) any such projections, studies and analyses shall be based upon assumptions, opinions or views (including, without limitation, any assumptions related to revenue growth) established by the City, in conjunction with such of its municipal, financial, legal and other advisers as it deems appropriate; and (B) under no circumstances shall Willdan be asked to provide, nor shall it provide, any advice or recommendations or subjective assumptions, opinions or views with respect to the actual or proposed structure, terms, timing, pricing or other similar matters with respect to any municipal financial products or municipal securities issuances, including any revisions or amendments thereto; and
(v) Notwithstanding all of the foregoing, the City recognizes that interpretive guidance regarding municipal advisory activities is currently quite limited and is likely to evolve and develop during the term of the potential engagement and, to that end, the City will work with Willdan throughout the term of the potential Agreement to ensure that the Agreement and the services to be provided by Willdan hereunder, is interpreted by the parties, and if necessary amended, in a manner intended to ensure that the City is not asking Willdan to provide, and Willdan is not in fact providing or required to provide, any municipal advisory services.

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Development Impact Fee Study 21
City of San Marino, CA
Section Five – References
Provided below are client references for projects completed by Willdan and the project team members proposed herein, which demonstrates our ability to provide the requested services. We are proud of our reputation for customer service and encourage you to contact our past clients regarding our commitment to excellence.

City of Murrieta, CA
Comprehensive Impact Fee Study
Willdan was retained originally in 2013 to conduct a comprehensive update to the City’s impact fees. The team was once again retained through competitive bid in 2023 to update the following fees: Law Enforcement, Fire Protection, Streets and Minor Bridges, Traffic Signals, Storm Drainage, General Facilities, Bridge/Freeway/Ramps, Open Space Acquisition, Park Land Facilities, Community Center, and Public Library.

Willdan developed a technically defensible fee justification based on the reasonable relationship and deferential review standards; provided a schedule of maximum-justified fees by land use category; engaged stakeholders to facilitate public support for the impact fee; and provided comprehensive documentation of all assumptions, methodologies, and results, including findings required by the Mitigation Fee Act.

Client Contact: Javier Carcamo, Finance Manager
1 Town Square, Murrieta, CA 92562
Tel #: (951) 461-6090 | Email: [email protected]
Project Team: James Edison, Principal-in-Charge | Carlos Villarreal, Project Manager City of Indian Wells
Development Impact Fee Nexus Study
Willdan was retained to perform a comprehensive update to the City’s impact fee program in 2022. The fee program was comprised of a variety of fee categories including transportation, public facilities, recreation, park and storm drain. The analysis also included a development impact fee comparison of six other neighboring municipalities within the Coachella Valley.

Client Contact: Kevin McCarthy, Finance Director
44950 Eldorado Drive, Indian Wells, CA 92210
Tel #: (760) 346-2489 | Email: [email protected] Project Team: James Edison, Principal-in-Charge | Carlos Villarreal, Project Manager City of Moreno Valley, CA
Development Impact Fee Study
Willdan was retained to perform a comprehensive update to the City’s impact fee program in 2020. Their program included a variety of facility fee categories including arterial streets, traffic signals, interchanges, parks, recreation, fire, police, library, corporation yard, maintenance equipment, and animal shelter facilities. The nexus study justified fees that were significantly higher than the City’s current fees, partially because the fees had not been comprehensively updated in some time. Willdan worked with City staff to recommend a phased approach to implementation, so that the City could increase their fees on a regular schedule providing developers with certainty specific to the fee amounts in the near future.

Upon completion of the comprehensive update, Willdan was retained again to create a fee to fund workforce development facilities and a public arts impact fee, which were both adopted by the City in late 2022.

Client Contact: Michael Lloyd, PE, Public Works Director 14177 Frederick Street, Moreno Valley, CA 92553
Tel #: (951) 413-3100 | Email: [email protected]
Project Team: James Edison, Principal-in-Charge | Carlos Villarreal, Project Manager PAGE 167 of 605
Development Impact Fee Study 22
City of San Marino, CA
Section Six – Estimated Project Timeline and Pricing Proposal Project Timeline
Willdan anticipates time is of the essence for the City to begin this engagement. Typically, an impact fee study requires approximately six to seven months from notice to proceed to adoption. The proposed schedule can only be met with the cooperation of City staff. Delays in responding to our requests for data and review will result in corresponding delays to the project schedule. If that is the case, we will notify the City immediately of the possible impact on the schedule.

Scope of Services 2 9 16 23 30 7 14 21 28 4 11 18 25 1 8 15 22 29 6 13 20 27 3 10 17 24 Task 1: Identify & Consider Fee Categories & Policy Issues a1 Task 2: Identify Existing Development and Future Growth a2 Task 3: Determine Facility Standards a3
Task 4: Determine Facilities Needs and Costs a4
Task 5: Identify Funding and Financing Alternatives a5
Task 6: Comparison a6
Task 7: Calculate Fees and Prepare Report a7
Task 8: Implantation Support
Task 9: Meetings
Deliverables:
a5: Fee Comparison
a2: Development Growth Projections (table format) a6: Draft Fee Tables & Text a3: Project List a7: Administrative/Public Draft Report(s), Final Nexus Report, Slide Presentation a4: Cost Estimates for Identified Facilities
November
City of San Marino
Development Impact Fee Study
Project Schedule
a1: Information Request, Meeting Agenda, Revised Schedule, Summary of June July August September October
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T 951.587.3500 ƒ 800.755.6864 | F 951.587.3510 ƒ 888.326.6864 | 27368 Via Industria, Suite 200, Temecula, CA 92590 www.willdan.com i Pricing Proposal
May 1, 2025
Mr. Isidro Figueroa
Community Development Director
City of San Marino
2200 Huntington Drive
San Marino, CA 91108
Re: Pricing Proposal to Conduct a Development Impact Fee Study for the City of San Marino Dear Mr. Figueroa:

Willdan Financial Services (“Willdan”) is pleased to present the following cost proposal to the City of San Marino’s (“City”) to conduct a Comprehensive Development Impact Study. This submission reflects our understanding of the City’s Request for Proposal (RFP).

Willdan is excited about this opportunity to serve the City. To discuss any aspect of our technical and/or cost proposal, please contact Managing Principal James Edison directly at (510) 912-4687 or via email at [email protected].

Sincerely,

WILLDAN FINANCIAL SERVICES
Chris Fisher
Vice President/Director
Exhibit B
Fee Schedule
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Development Impact Fee Study ii
City of San Marino, CA
Not to Exceed Fixed Fee
Based upon the scope of work identified herein, Willdan proposes a fixed fee of $59,880 for the City’s Comprehensive Development Impact Fee Study; this assumes four fee categories. Willdan can adjust this fee if a different number of categories is required, but it is important to note that many costs are independent of the number of categories, such as meetings and creation of the model and demographics supporting the calculations. The table below provides a breakdown of the proposed fee by task and team member.

Notes
Please note the following:
ƒ The fee denoted above includes attendance at up to four in-person meetings with City staff, stakeholders, and City Council.

Attendance at more than four meetings and/or presentations will be billed at our current hourly rates, provided below, and actual expenses.
ƒ Comprehensive written responses to resolve conflicts or preparation of more than one set of major revisions to the draft report will be classified as Additional Services and may require additional billing at hourly rates stated in the hourly rate schedule listed below. These additional fees shall only take effect once the fixed fee stated above has been exceeded.
ƒ Our fixed fee includes all direct expenses associated with the project. ƒ We will invoice the City monthly based on percentage of project completed. ƒ City shall reimburse Willdan for any costs Willdan incurs, including without limitation, copying costs, digitizing costs, travel expenses, employee time and attorneys' fees, to respond to the legal process of any governmental agency relating to City or relating to the project. Reimbursement shall be at Willdan 's rates in effect at the time of such response.
ƒ Optional/Additional Services beyond the listed Scope of Services may be authorized by the City and will be billed at our then-current hourly overhead consulting rates.
ƒ The fee mentioned above may be lower, should there be fewer additional fees.

J. Edison
Principal-inCharge
C. Villarreal
Project
Manager Total
$ 300 $ 270 Hours Cost
Scope of Services
Task 1: Identify and Resolve Policy Issues 8.0 12.0 20.0 5,640 $ Task 2: Identify Existing Development and Future Growth 8.0 16.0 24.0 6,720 Task 3: Determine Facility Standards 8.0 16.0 24.0 6,720 Task 4: Determine Facilities Needs and Costs 8.0 14.0 22.0 6,180 Task 5: Identify Funding and Financing Alternatives 8.0 14.0 22.0 6,180 Task 6: Fee Comparison 6.0 14.0 20.0 5,580
Task 7: Calculate Fees and Prepare Report 6.0 22.0 28.0 7,740 Task 8: Implementation Support 10.0 16.0 26.0 7,320
Task 9: Meetings 8.0 20.0 28.0 7,800
Total – Development Impact Fee Study 70.0 144.0 214.0 59,880 $ City of San Marino
Development Impact Fee Study Update
Cost Proposal
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Development Impact Fee Study iii
City of San Marino, CA
Hourly Rates
Provided below is Willdan’s hourly rate table identifying current hourly rates for additional or optional services.

Willdan Financial Services
Hourly Rate Schedule
Position Team Member Hourly Rate
Vice President / Director $310
Managing Principal James Edison $300
Principal Consultant Carlos Villarreal $270
Senior Project Manager $250
Project Manager $210
Senior Project Analyst $150
Senior Analyst $135
Analyst II $120
Analyst I $110
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TO: Mayor and City Council
FROM: Philippe Eskandar, City Manager
BY: Lizette Guerrero, Human Resources Director
DATE: July 25, 2025
SUBJECT: AMENDMENT NO. 1 TO THE RETIREMENT HEALTHCARE

PROGRAM ADMINISTRATIVE SERVICES AND

RECORDKEEPING AGREEMENT BETWEEN TEACHERS

INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
(TIAA) AND THE CITY OF SAN MARINO DATED MAY 1,
2017, APPROVING THE ANNUAL FEE FOR TRUST

SERVICES

STRATEGIC PLAN CRITICAL SUCCESS FACTORS
Efficient, Responsive, and Effective City Services
Fiscally Responsible and Transparent City Government

BACKGROUND
The City of San Marino (City) provides a program for its employees to invest their tax deferred contributions in various types of investments as directed by the employees. On February 28, 2014, the City contracted with the Teachers Insurance and Annuity Association of America (TIAA) (refer to Attachment 1) to administer the employees’ deferred compensation programs, including the Management Money Purchase Plan, the 457 (b) plans and the Retirement Health Savings Plans for the City.

DISCUSSION
During a recent audit, TIAA discovered that they had been undercharging the City of San Marino for trust services for the City of San Marino’s Retirement Health Savings Plan. According to Schedule D of the Record Keeping Agreement (refer to Attachment 2), the annual fee should be $2,500, but Gretchen Shepherd Romey, Mayor
Tony Chou, Vice Mayor
Hunter Chang, Council Member
John Chou, Council Member
Calvin Lo, Council Member
PAGE 172 of 605
according to their records, they have been charging the City $1,500. TIAA has agreed to not recoup the difference in fees for previous years.

After further discussion with their audit and finance team, TIAA has decided to continue charging the City a $1,500 annual fee for Trust Services. This means there will be no change to our current annual contribution, however they have requested to update our Recordkeeping Agreement to ensure that it reflects the correct amount (refer to Attachment 3).

FISCAL IMPACT & PROCUREMENT REVIEW
No additional fiscal impact.

LEGAL REVIEW
The City Attorney's office has reviewed and approved as to form.

RECOMMENDATION
Staff recommends the City Council to approve Amendment No. 1 to the Retirement Healthcare Program Administrative Services and Recordkeeping Agreement between Teachers Insurance and Annuity Association of America (TIAA) and the City of San Marino dated May 1, 2017, approving the annual fee for trust services and authorize the City Manager to execute the agreement. If the City Council concurs with staff’s recommendation, an appropriate motion would be:
“I move to approve Amendment No. 1 to the Retirement Healthcare Program Administrative Services and Recordkeeping Agreement between Teachers Insurance and Annuity Association of America (TIAA) and the City of San Marino dated May 1, 2017, approving the annual fee for trust services and authorize the City Manager to execute the agreement.”

ATTACHMENTS

1. Minutes and Staff Report from February 28, 2014 City Council Meeting

2. Teachers Insurance and Annuity Association of America Recordkeeping Services Agreement for Governmental Plan(s) dated December 1, 2013

3. Retirement Healthcare Program Administrative Services and Recordkeeping Agreement between Teachers Insurance and Annuity Association of America (TIAA) and the City of San Marino dated May 1, 2017
PAGE 173 of 605

3. Amendment No. 1 to the Retirement Healthcare Program Administrative Services and Recordkeeping Agreement between Teachers Insurance and Annuity Association of America (TIAA) and the City of San Marino dated May 1, 2017
PAGE 174 of 605
PAGE 175 of 605
PAGE 176 of 605
PAGE 177 of 605
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AGENDA ITEM NO. 4
TO: MAYOR AND CITY COUNCIL
FROM: JOHN T. SCHAEFER, CITY MANAGER
BY: LISA BAILEY, FINANCE DIRECTOR
DATE: FEBRURARY 28, 2014
SUBJECT: CONTRACT WITH TIAA CREF FOR ADMINISTRATION
OF EMPLOYEE’S DEFERRED COMPENSATION

PROGRAMS

BACKGROUND
The City provides a program for its employees to invest their tax deferred contributions in various types of investments as directed by the employees. The City has contracted with the International City/County Management Association Retirement Corporation (ICMA RC) for many years. Over the years employees have inquired if the City could change providers so that the employees could select certain funds which they deemed to have better returns than the funds available through ICMA RC. City staff engaged Capital Research & Consulting, LLC to request proposals from ICMA RC and other administrators of deferred compensation programs. They received proposals from four firms including ICMA RC. TIAA CREF gave the most advantageous proposal to the City. Capital Research contacted ICMA RC to inquire if they would meet TIAA CREFF’s proposal, to which they declined. ICMA RC has been receiving approximately $386 in annual revenue per participant per year. TIAA CREF’s offer amounts to approximately $128 per participant per year. Staff has convened a committee with representatives from each employee group to review the proposals. The Committee unanimously agreed that TIAA CREF’s proposal was the most advantageous.

The City Attorney was asked if he had a qualified person in his firm to review the subject agreements.

He said he did not and recommended that the City have an attorney specializing in such agreements review them on behalf of the City. Staff received proposals from two attorney’s specializing in such agreements and engaged Jay Knight of Jackson Lewis on the recommendation of Capital Research. Mr.

Knight has reviewed and approved these agreements.

FISCAL IMPACT
There is an administrative fee of $2,500 per year for the Retirement Health Savings Plan. Staff is currently negotiating this with TIAA CREF.

City of San Marino

AGENDA REPORT
Dennis Kneier, Mayor
Eugene Sun, Vice Mayor
Allan Yung, MD, Council Member
Richard Sun, DDS, Council Member
Richard Ward, Council Member
PAGE 179 of 605
AGENDA ITEM NO. 4

RECOMMENDATION
If Council concurs, the appropriate action would be:
“A motion to instruct the City Manager to execute agreements as necessary with TIAA CREF to administer the employees’ deferred compensation programs, including the Management Money Purchase Plan, the 457 (b) plans and the Retirement Health Savings Plans.”
Attachments: Recordkeeping Services Agreement for Governmental Plan(s) Retirement Healthcare Program Administrative Services and Record Keeping Agreement

PAGE 180 of 605
1 PLNSETRKA
Client ID: 065264 v.1.5
Plan(s): 406315 & 406314

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

RECORDKEEPING SERVICES AGREEMENT FOR

GOVERNMENTAL PLAN(S)
THIS AGREEMENT ("Agreement") is entered into as of this 1 st day of December, 2013, or such later date as the
parties shall agree by Notice
corporation organized and existing under the laws of the State of New York, and the City of San Marino under this Agreement.

WITNESSETH:

WHEREAS, Employer sponsors and maintains the City of San Marino Management Money Purchase Plan and the City of San Marino 457(b) Plan Plan(s)
WHEREAS, assets of such Plan(s) are allocated to and invested in certain mutual funds , other investment funds and Teachers Insurance and Annuity Association of America- - annuity contracts selected by Employer and made available by Employer under the terms of the Plan(s) for the benefit of Participants;
WHEREAS, Employer and the administrators of the Plan(s) seek the provision of certain record keeping services in connection with the operation and administration of the Plan(s); and
WHEREAS, TIAA desires to provide such services to Employer and the Plan Administrators in connection with the operation and administration of the Plan(s) as set forth in more particularity in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants, representations and warranties set forth herein, TIAA and Employer agree, as follows:

1. APPOINTMENT; ACCEPTANCE; AUTHORITY TO DIRECT OTHERS

1.1 The Employer hereby appoints TIAA as a record keeper for the Plan(s) to provide the Services as defined in this Section 1.1. TIAA shall provide the Contracted Services in accordance with the provisions of the Plan(s), but TIAA shall have no discretionary control over the Plan(s).

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2 PLNSETRKA
Client ID: 065264 v.1.5
Plan(s): 406315 & 406314
-product/services outputs, outcomes,
communications to Plan Parties and quality assurance over the foregoing included in the description of services in Part I Contracted Services of Schedule A to this Agreement; and Employer, the Plan Administrator, and employees of the
Employer eligible to participate in the Plan.

The Contracted Services shall not include any infrastructure or ancillary or supporting activities, functions or operations of TIAA and/or its affiliates or subcontractors, including, without Infrastructure

TIAA Infrastructure and Other Operations do not constitute a part of the Contracted Services and are not subject to the terms and requirements of this Agreement.

1.2 TIAA hereby accepts the appointment as a record keeper for the Plan(s) and agrees to provide the Contracted Services. TIAA is responsible for exercising reasonable care in providing the Contracted for reasonable care is limited solely to correcting processing errors resulting from malfunction of TIAA equipment, error by staff, or error by programs.

TIAA shall make a good faith effort to correct any error caused by its performance subject to the limitations herein set forth; provided that the Employer notifies TIAA in writing of such error and furnishes all data necessary to make such correction within sixty (60) days following the date on which the Employer is furnished with a report in which the claimed error is contained. Correcting an error includes restoring any los . The
correct any error brought to its attention after such time period has expired. TIAA shall in no event be liable, regardless of the form of the action, for loss of profit, goodwill, or other special consequential damages suffered by the Employer or its Plan(s) as a result of the Contracted Services. The Contracted Services perform
part through subcontractors designated by TIAA. TIAA shall continue to be liable for the performance of any Contacted Service performed by such subcontractors and shall be solely responsible for paying the fees such subcontractors charge for the performance of such Contracted Services. To the extent that Contracted Services are to be performed by a broker-dealer as determined solely by TIAA, the Employer agrees that such Contracted Services may be performed by TIAA-CREF Individual & Institutional Services, LLC, a wholly owned subsidiary of TIAA.

2. NON- FIDUCIARY STATUS
Except with respect to its offering a Contracted Service that delivers investment and savings advice to Plan participants as described in Schedule A, it is intended that the Contracted Services be ministerial in nature and that nothing in this Agreement should be construed as granting any discretionary authority or discretionary responsibility to TIAA with respect to the Plan(s), the participants, or the investments under the Plan(s).

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3 PLNSETRKA
Client ID: 065264 v.1.5
Plan(s): 406315 & 406314

3. CHANGES TO ADMINISTRATIVE PROCEDURES
TIAA reserves the right to make changes to any administrative procedures in order to assure quality service; provided, that TIAA agrees to provide the Employer with (i) reasonable advance notice of any changes, and (ii) the opportunity to have input into the manner in which any such changes are made and implemented.

4. DATA REQUIREMENTS; TRANSMITTAL OF DATA
TIAA and the Employer shall work together to develop guidelines for data processing. The Employer shall be responsible for the timely transmittal to TIAA of participant data that is materially correct and complete.

5. PERSONNEL AND RESOURCES
TIAA shall provide sufficient personnel and resources as may be necessary to perform the Contracted Services in a thorough and professional manner. The personnel designated by TIAA to perform the Contracted Services shall have the training and background necessary to perform such Contracted Services.

6. ERRORS, OMISSIONS OR DELAYS

6.1 Each Party to this Agreement will be responsible to the other Party for their own respective errors, omissions or delays in the performance of their responsibilities under this Agreement. Each Party shall notify the other Party (i) of any errors, omissions or interruptions in, or delay or unavailability of, the Contracted Services in the case of TIAA and services performed by Employer in the case of Employer, or (ii) if it is unable to perform any of its obligations under this Agreement. Such notice shall be provided as promptly as possible but in no event later than the next business day following the occurrence of any events covered by (i) or (ii) of this paragraph. Notification under this provision shall be in such form as is required by Section 13 of this Agreement. Such notice shall not relieve the notifying Party of its obligations under this Agreement.

6.2 The Employer acknowledges that in performing the Contracted Service. TIAA must rely exclusively on the data and information provided to TIAA by the Employer and participants, and that TIAA is not obligated to inquire into and is not responsible for the authenticity or accuracy of such data or information. If TIAA is required to repeat or reprocess any task as a result of incomplete or inaccurate information provided by a Plan, TIAA may charge a reasonable reprocessing fee. In addition, if amounts are sent with incorrect instructions, or in amounts that do not reconcile with the instructions given, TIAA may (1) apply the amounts for which accurate instructions are given and refund any excess amounts to the Employer, or (2) if amounts are less than the instructions call for, refund the entire amounts to the Employer.

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6.3 A Plan Administrator of a Plan shall review all record keeping reports and shall immediately notify TIAA of any claimed error with respect to any data or report. TIAA assumes no responsibility for verification and any report not challenged in writing by a Plan Administrator within one hundred and twenty (120) days of receipt thereof shall be conclusively presumed accurate and complete. The foregoing notwithstanding, TIAA will, at the Plan
correct any error brought to its attention after such time period has expired.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Each Party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or entity.

TIAA further represents, warrants and covenants that:
a. It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; b. This Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of TIAA, enforceable in accordance with its terms; c. TIAA is a stock life insurance company duly organized, existing and in good standing under the laws of the State of New York; and
The Employer further represents, warrants and covenants that:
d. It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; and e. This Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of the Employer, enforceable in accordance with its terms. f. In the event TIAA or its affiliates or subsidiaries provide the Employer with communications intended for use with or distribution to plan participants. Examples of such communications could include, but are not limited to, institutional marketing materials surrounding products and services and institutional client presentations. The Employer agrees not to distribute such materials to plan participants.

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8. FEES

8.1 TIAA shall be paid an annual administrative fee of 25 basis points (0.25%) based on the assets in each Participant A
Choice and Retirement Choice Plus annuity contracts - and any of the other funding options listed in Schedule B for the Contracted Services provided by TIAA under this Agreement. This fee will be collected by assessing such accounts a 6.25 basis points (0.0625%) quarterly administrative fee. Such basis point fees shall be deducted pro rata from the annuity contracts TIAA each calendar quarter in arrears. The aforementioned annual administrative fee shall remain in effect for five (5) years as of the effective date of this Agreement. At the end of the five (5) year term, ts. If the
annual administrative fee changes after the five (5) year term, TIAA shall give the Employer at least one hundred and eighty (180) days advanced written notification prior to implementing any such change in the annual administrative fee. Unless Employer provides TIAA at least ninety (90) days prior written notice of the termination of this Agreement in accordance with Section 14, Employer agrees to amend section 8.1 to reflect the new annual administrative fee.

TIAA revenue requirement for its Contracted Services during the initial contract period is 35 basis points (0.35%) annually, which shall be calculated and deducted on a quarterly basis following the Plan year end for the three-month periods ending each March 31st, June 30th, September 30th and December 31st, and which 10 basis points shall be derived from the funding options as set forth in Schedule B of this Agreement and 25 basis points shall be derived from the annual administrative fee as set forth above. Notwithstanding the foregoing, if the funding options as set forth in Schedule B of this Agreement are modified and the modification generates less than 10 basis points or exceeds 10 basis points, TIAA and the Employer shall amend this section 8.1 in order to document the process of how such shortfall shall be paid or how such excess shall be credited to the Employer Plans.

For fees deducted from Participant Accounts, with respect to the funds described in Schedule B, the Employer authorizes TIAA, on its behalf, to instruct JPMorgan Chase Bank to debit the applicable TIAA-CREF Annuity C
n Accounts allocated to such TIAA-CREF Annuity Contracts under the Plan in the applicable amount. Such fees are subject to change upon advance Notice from TIAA. In addition, the Employer understands and accepts that TIAA may be further compensated for the Contracted Services by payments made by providers of mutual funds, or their affiliates, used as allocation options under the Plan and from fees under the TIAA-CREF Annuity Contracts. This shall include sharing, on a periodic basis, in the revenue derived by such mutual fund providers and TIAA-CREF.

8.2 The Employer understands that certain non-proprietary mutual funds listed in Schedule B may pay costsharing payments. The Employer agrees that the amount of such cost-sharing payments shall be collected by TIAA and used to provide the Contracted Services under this agreement. The current schedule of cost-sharing payments is listed in Schedule B. Such fees and payments are subject to change upon advance written notice from TIAA but in no event shall such chang administrative fee of 25 basis points during the initial contract period as set forth in Section 8.1.

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9. MAINTENANCE OF RECORDS
TIAA agrees that the books, records, accounts, ledgers, documents, and other compilations of data (whether written, electronic, computer related or otherwise) collected and maintained by TIAA for the Employer and/or the Plan(s) under any provision or requi the
Employer. During the term of this Agreement, TIAA will at all times cooperate with and grant the Employer s. If any litigation,
claim, negotiation, audit, or other action involving the Records is commenced prior to the expiration of the applicable retention period, both TIAA and the Employer shall retain all Records until completion of the action and resolution of all issues resulting therefrom, or until the end of the applicable retention period, whichever is later. Upon the expiration or termination of this Agreement, TIAA shall provide Records to the Employer upon such schedule and in such form or format as the Employer and TIAA agree is reasonable.

10. INDEMNIFICATION

10.1 TIAA agrees to indemnify and hold harmless the Employer and its respective employees, officers, directors, agents, affiliates and subcontractors or other related persons or organizat osed upon, or asserted against the Employer Parties, on account of any claim or action at law or in equity brought by a third party against the Employer Parties to the proportionate extent that it results from the negligence, errors, omissions or wrongdoing of TIAA, or its employees, officers, directors, agents, affiliates and subcontractors or other related persons or Notwithstanding the foregoing, TIAA shall not hold harmless or indemnify the Employer Parties

10.2 The Employer agrees to indemnify and hold harmless the TIAA Parties against Losses that may be incurred by, imposed upon, or asserted against the TIAA Parties, on account of any claim or action at law or in equity brought by a third party against the TIAA Parties to the proportionate extent that it results from the negligence, errors, omissions or wrongdo performance of their duties and obligations hereunder. Notwithstanding the foregoing, the Employer bad faith, negligence, or willful misconduct.

10.3 Notwithstanding anything to the contrary herein and in this Section 10, TIAA shall expressly indemnify, defend and hold harmless any of the Employer Parties from all, loss, damage, costs, charges, liability penalties, fines or expense, including without limitation, reasonable PAGE 186 of 605
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upon, or asserted against any of the Employer Parties, on account of any claim or action at law or in equity against any of the Employer Parties to the proportionate extent that it results from the negligence, errors, omissions or wrongdoing of the Custodian, its employees, agents, subcontractors and affiliates under that certain Custodial Account Agreement for a 457(b) Plan and under that certain Custodial Account Agreement for a 401(a) Plan between the Employer and JPMorgan Chase Bank, N.A., entered into on or about the date of this Agreement. 10.4 If any third party threatens to commence or commences any action for which one Party (the Indemnifying Party shall be entitled, at its own expense and without limiting its obligations to indemnify the Indemnified Party, to assume control of the defense of such action with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the control of the defense, the Indemnified Party may participate in the defense of such claim at its own expense. Without the prior written consent of the Indemnified Party, which consent shall not be withheld unreasonably, the Indemnifying Party may not settle or compromise the liability of the Indemnified Party in such action, or consent to or permit the entry of any judgment in respect thereof, unless such settlement, compromise or judgment is exclusively for monetary damages and in connection with such settlement, compromise or consent the Indemnified Party receives from such claimant an unconditional release from all liability in respect of such claim.

10.5 The indemnities granted by the Parties in this Section shall survive the termination of this Agreement.

11. CONFIDENTIALITY; EMPLOYER NAME

11.1 TIAA and the Employer recognize and acknowledge that, by entering into this Agreement, each Party may have access to certain information of the other Party that is confidential and constitutes valuable, special and unique property of that other Party. The Parties agree that they will not at any time, either during or subsequent to the term of this Agreement, disclose confidential information to others, or use, copy or permit the transmittal of confidential information to others, or use, copy or permit confidential s express prior written consent, except that TIAA may
disclose confidential information to others, or use, copy or permit the transmittal of confidential information to others, or use copy or permit confidential information to be copied by others to the extent TIAA deems necessary to provide the Contracted Services. Except for disclosure by their Parties to their legal counsel, accountant or financial advisors (none of whom will be associated or affiliated in any way with the other Party or any of its affiliates), the Parties will not disclose the terms of this Agreement to any other person, unless disclosure is required by law or otherwise authorized by this Agreement or with the consent of the non-disclosing Party. Unauthorized disclosure of the terms of this Agreement will be a material breach of this Agreement and will provide the non-breaching Party the option of pursuing remedies for breach or immediate termination of this Agreement.

11.2 All payroll, employee, and Participant information received by TIAA under this Agreement shall be treated as confidential information and shall be handled by TIAA in accordance with applicable law, PAGE 187 of 605
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Agreement.

11.3 Subject to the express written consent of the Employer, TIAA shall have the non-exclusive and nontransferable right to use the name of the Employer solely in connection with rendering Contracted Services
be used shall be submitted to the Employer in hard copy for review and approval prior to use by TIAA.

Upon termination of this Agreement, TIAA agrees to immediately discontinue use of the Employer name.

12. WAIVER
The failure of either TIAA or the Employer at any time to require performance of any provisions hereof will in no manner affect its right at a later time to enforce such provision and will not act as a waiver thereof.

13. NOTICE
Any notices that may be required under this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service to the other Party at the following address or such other address as each Party may give notice to the other.

If to TIAA, to:

Client Agreement Team

TIAA-CREF
730 Third Ave-16th floor
New York, NY 10017-3206
Attention: Director Institutional Client Services
If to the Employer, to:

Ms. Lisa Bailey
Finance Director
City of San Marino
2200 Huntington Dr.

San Marino, CA 91108

14. EFFECTIVENESS; TERMINATION
This Agreement shall become effective as of the date set forth above. The Employer may remove TIAA as record keeper upon ninety (90) days prior written notice to TIAA. TIAA may resign as record keeper upon ninety (90) days prior written notice to the Employer.

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15. APPLICABLE LAW
This Agreement shall be construed, and the provisions hereof interpreted under, in accordance with the laws of the State of New York.

16. COMPLETE AGREEMENT; MODIFICATIONS
This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements and documents relating to the subject matter of this Agreement. All amendments to this Agreement must be in writing and signed by both Parties.

17. COUNTERPARTS
This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same Agreement.

18. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

19. SUCCESSORS AND ASSIGNS
This Agreement will be binding upon, inure to the benefit of, and be enforceable by the respective successors of the Parties. This Agreement will not be assignable by any Party hereto without the written consent of the other Party.

20. NON-EXCLUSIVITY
Each of the Parties acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the Parties is free to enter into similar agreements and arrangements with other entities.

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first above written.

Teachers Insurance and Annuity Association of America
By: ______________________ Date: ___________________
Print Name:

Title:

City of San Marino
By: ______________________ Date: ____________________
Print Name:

Title:

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SCHEDULE A
Part I Contracted Services
TIAA shall provide the Contracted Services as listed in this Schedule A.

1. Through online enrollment and centralized Telephone Counseling support, TIAA will provide Plan enrollment kits and shall otherwise aid in the enrollment of employees eligible to participate in a Plan.

2. TIAA will provide the Plan Parties with a recordkeeping system which will use and rely upon information provided to TIAA solely by the Plan and/or its participants. TIAA shall maintain records of each Plan nts paid as premiums to and balances in
TIAA-CREF annuity contracts. The records of each such account balance shall reflect amounts attributable to employer contributions, participant elective-deferral contributions, rollover contributions (when permitted by the applicable Plan) and transfers, and any after-tax contributions (when permitted by the applicable Plan).

The recordkeeping system shall also include an allocation among investment options plus any investment gains/losses incurred in the accounts. TIAA shall also maintain records of rollover Roth contributions, as

3. the
mutual funds under a Plan, other investment funds under a Plan or in TIAA-CREF annuity contracts available death. The mutual funds, other funds and TIAA-CREF annuity contracts initially chosen for the Plan(s) are set forth in Schedule B. All contributions shall be allocated among such contracts, mutual funds and other investment funds in accordance with the most recent valid instructions. Transfers among plan funding options shall be made pursuant to the instructions of the participant or beneficiary in accordance with the terms of the Plan(s) but subject to any restrictions in the applicable mutual fund or TIAA-CREF annuity contract. TIAA shall provide to the participant or beneficiary all of the forms necessary to enable him or her to allocate contributions or transfer amounts among the Plan funding options. In the event that Schedule B is amended to eliminate a mutual fund or funds as an investment under the Plan(s), TIAA shall enable transfers of accumulation pursuant to the instructions of the Plan Administrators from the eliminated mutual fund or funds to the fund or funds chosen by the Employer as replacement(s) and prevent future allocations to the eliminated fund or funds. TIAA will work with the Plan Administrators to develop a plan for such transfers and in communicating with the Plan s participants and beneficiaries concerning the change in the Plan(s) investment options.

4. TIAA shall send periodic record keeping reports and communications to the Plan Administrators and each Plan participant and beneficiary, including but not limited to information regarding returns and investment performance under the mutual funds and TIAA-CREF
under a Plan.

5. TIAA shall send any communication that it is required to provide by mail to a participant or beneficiary to the address provided to TIAA by the Plan or by the participant or beneficiary.

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6. TIAA shall, as authorized under a Plan by a Plan Administrator and subject to applicable law, administer and account for plan loans available under the terms of a Plan and shall, as authorized under a Plan by a Plan administrator and subject to applicable law, administer and account for hardship distributions.

7. TIAA shall, as authorized under a Plan by a Plan Administrator and subject to applicable law, provide for the liquidation of amounts in and make plan benefit payment distributions permitted under, the TIAA-CREF Plan Administrator and subject to applicable law, provide instructions to JPMorgan Chase Bank for the liquidation of investments in and to make plan benefit payment distributions permitted under the mutual funds

8. the participants or the Plan.

9. To the extent permitted under applicable law, TIAA shall assure the performance of any required withholding of income tax from distributions and withdrawals. The foregoing notwithstanding, TIAA shall not provide for the performance of withholding of income tax from distributions and withdrawals from any private taxexempt Code section 457(b), any Code section 415(m) plan or any Code section 457(f) Plan covered under this Agreement unless appropriate arrangements are made in writing with TIAA. Prior to the distribution of Code, when applicable.

10. TIAA may receive instructions from a Plan and/or Plan participant on behalf of JPMorgan Chase Bank for the Instructions which
executed by JPMorgan Chase Bank at the net asset value determined as of the Close of Trading on such Close of Trading, will be executed by JPMorgan Chase Bank at the net asset value determined as the Close of Trading on the next Business Day following the date of receipt of the Instruction. Instructions shall be Instructions balance and conform to all other operating procedures, including any restrictions or limits set forth in the applicable fund prospectus or as otherwise set forth by TIAA on behalf of JPMorgan Chase Bank. twithstanding the
foregoing, in the event that the Securities and Exchange Commission promulgates or amends rules under which the foregoing procedures would be impermissible, this paragraph 11 shall be amended to provide a procedure that conforms to such rules.

11. TIAA shall cause to be delivered to the Plan Administrator or at the direction of the Plan Administrator, directly to Plan participants and beneficiaries, all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by TIAA relating to the TIAA-CREF annuity contracts or the mutual fund of the participants or beneficiaries. If no instructions for voting proxies applicable to mutual fund shares are PAGE 192 of 605
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received, TIAA shall not exercise the voting rights for such shares and shall not be responsible for the failure to vote, or instruct the vote on such shares.

12. At such times as the Plan Administrators and TIAA shall agree, TIAA shall provide reports to the Plan Administrators concerning employee elective deferrals in order to aid in their compliance with the applicable limits on employee elective deferrals in sections 402(g), 457(e) and 414(v) of the Code, as applicable.

13. TIAA shall, as authorized by a Plan Administrator, offer a Plan level service that delivers investment and savings advice to Plan participants from an independent third party advice provider. The program follows the guidelines set forth in Department of Labor ("DOL") Advisory Opinion 2001-09A (known as the Sun America Opinion). Ibbotson Associates, Inc. is the independent financial expert under this participant advice program. The advice service will be delivered to participants over the phone, through the web, and by TIAACREF consultants in the field. TIAA accepts fiduciary responsibility for the provision of advice under this program.

14. TIAA shall provide employee services through four primary access channels, TIAA-CREF Website with an -free Telephone Counseling
Center for information and advice on topics ranging from enrollment to investment choices to retirement planning goals, Text Telephone Service for the Hearing or Speech-impaired, and an Automated Telephone Service.

15. TIAA shall provide Administrators with the support required to manage their retirement plans. This will be done through two primary access channels, TIAA-CREF Administrator Website with an array of comprehensive tools and information, secure site to obtain reports, enroll employees, remit contributions, and our Administrator Relationship Management Center offers direct toll-free access to trained consultants.

16. As authorized by the Plan Administrator and subject to applicable law, TIAA will administer the spousal consent requirements applicable to a Plan and have distributed Plan balances in accordance with any Qualified Domestic Relations Order (as defined in section 414(p) of the Internal Revenue Code) received by TIAA or forwarded to TIAA by a Plan and in accordance with the instructions of the Plan Administrator.

17. TIAA shall provide three (3) on-site Individual Counseling day(s) for employees and/or on-site participant Education seminars, as agreed upon with the Employer, for the calendar year ending (December 31, 2014).

For subsequent years, TIAA shall provide three (3) day(s) of services on-site consisting of either Individual Counseling for employees or participant Education seminar(s), as agreed upon with the Employer. .Part II TIAA Infrastructure and Other Operations
All services, activities and functions performed by or for TIAA which are not expressly included in Schedule A, Part I
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include TIAA corporate and business lines systems, quality control, data entry and other activities and operations that are ancillary to the provision of Contracted Services as defined in the Agreement and this Schedule A, Part I.

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SCHEDULE B
FEES: The fees applicable to the Plan(s) are described in Sections 8.1 and 8.2 of this Agreement. Revenue sharing for non-proprietary mutual funds, which shall be collected and retained by TIAA, are as set forth below:

Plan Funding Options
TIAA-CREF Mutual Funds

FUND NAME SHARE CLASS TICKER
TIAA-CREF Growth & Income Fund Institutional Class TIGRX TIAA-CREF Inflation-Linked Bond Fund Institutional Class TIILX Non- Proprietary Mutual Funds, Servicing Fees and Revenue Sharing Payments American Funds American Balanced Fund R6 RLBGX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Baron Growth Fund Institutional BGRIX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 15 basis points.

Columbia Contrarian Core R4 CORRX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 25 basis points.

DFA US Small Cap Portfolio Institutional DFSTX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

DFA US Small Cap Value Portfolio Institutional DFSVX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

First Eagle Global Fund Class A SGENX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

First Eagle Global Fund Class I SGIIX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Franklin Mutual Global Discovery Z MDISX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 20 basis points.

Ivy High Income A WHIAX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 50 basis points.

JPMorgan Equity Income Fund Select Class HLIEX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 25 basis points.

Laudus Growth Investors US Large Cap Gr LGILX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 10 basis points.

Loomis Sayles Bond Instl LSBDX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 20 basis points.

Metropolitan West Total Return Bond I MWTIX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 10 basis points.

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Oakmark Global Fund Class I OAKGX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 25 basis points.

Oakmark International Fund I OAKIX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 25 basis points.

Oppenheimer International Growth Y OIGYX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 15 basis points.

PIMCO Foreign Bond (USD-Hedged) I PFORX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

PIMCO GNMA Instl PDMIX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

PIMCO Total Return Fund Inst PTTRX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

T. Rowe Price Capital Appreciation Fund PRWCX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 15 basis points.

Vanguard 500 Index Fund Signal VIFSX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Vanguard Equity Income Fund Investor VEIPX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Vanguard Mid-Cap Index Fund Signal VMISX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Vanguard Selected Value Fund Investor VASVX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Vanguard Small-Cap Growth Index Fund Investor VISGX
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

Non- Proprietary Stable Value Fund

FUND NAME CUSIP
Invesco Stable Value Fund 46X161XX9
The annual 12b-1 and revenue sharing TIAA shall receive for services rendered is 0 basis points.

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Retirement Healthcare Program
Administrative Services and
Recordkeeping Agreement
THIS AGREEMENT, which includes the Schedules attached hereto, ("Agreement") is between The City of San Marino (“Plan Sponsor”) and Teachers Insurance and Annuity Association of America ("TIAA"). TIAA agrees to provide administrative services with respect to Plan Sponsor’s program for Employees and their eligible Dependents beginning <Date>, in consideration of payment by Plan Sponsor of the agreed upon fee and performance by Plan Sponsor of the functions itemized in this Agreement.

WITNESSETH:

WHEREAS, Plan Sponsor sponsors and maintains the City of San Marino Retirement Healthcare Plan (the “Plan”), for the benefit of eligible employees, retirees and their beneficiaries (“Participants”) and will establish a trust to hold employee contributions and employer contributions, if any; WHEREAS, assets of such Plan trust are allocated to and invested in certain mutual funds selected by Plan Sponsor for the exclusive benefit of Participants; and
WHEREAS, Plan Sponsor and the administrator of the Plan appointed by Plan Sponsor (the “Plan Administrator”) seek the provision of certain third party administration services in connection with the operation and administration of the Plan;
NOW, THEREFORE, in consideration of the promises and mutual covenants, representations and warranties set forth herein, Plan Sponsor and TIAA agree, as follows:

1. Appointment by Plan Sponsor

1.1. Plan Sponsor hereby appoints TIAA as third-party administrator and recordkeeper for the Plan to provide ministerial and recordkeeping services listed in Schedule A and claim administration and recordkeeping services described in Schedule B of this Agreement. TIAA shall provide such services in accordance with the provisions of the Plan, but TIAA shall have no discretionary control over the Plan.

1.2. TIAA may perform any of the services described in this Agreement through agents and subcontractors selected by TIAA including without limitation ConnectYourCare (“CYC”), a Maryland Limited Liability Company that specializes in health claim administration and will be providing the services described in Schedule B of this Agreement and the Business Associates Agreement between Plan Sponsor and CYC, which Plan Sponsor and CYC shall execute separately. TIAA shall reasonably supervise CYC and any other agent or subcontractor it may retain. The retention of agents or subcontractors shall not relieve TIAA of its duties hereunder. TIAA, with whom Plan Sponsor has contracted directly, shall ultimately be responsible for all work performed by CYC and any other agents and subcontractors that TIAA may retain to perform services described PAGE 197 of 605
Retirement Healthcare Program Administrative Services and Recordkeeping Agreement this Agreement.

2. Non-Fiduciary Status

2.1. The duties to be performed by TIAA under this Agreement shall be ministerial in nature. Nothing in this Agreement should be construed as granting discretionary authority or discretionary responsibility to TIAA, its affiliates, officers, employees and subcontractors with respect to the Plan, the participants, or Plan assets. Since CYC has been retained by TIAA to process health claims under the Plan, CYC’s status as claim fiduciary is described in Schedule B, Section (1)(a)(iii) of this Agreement. CYC shall adjudicate claims in accordance with the terms of the Plan, applicable laws, rules and regulations, and guidance provided by Plan Sponsor. CYC shall manage records relating to its administration of health claims, whereas TIAA shall manage records relating to the administration of the Plan.

3. Changes to Administrative Procedures

3.1. TIAA, its agents and subcontractors reserve the right to define and make changes to their administrative practices and procedures in order to assure quality service.

3.2. TIAA shall notify Plan Sponsor of any changes to its administrative practices and procedures or those of its agents and subcontractors that might affect the administration of the Plan or Plan Sponsor’s obligations under this Agreement. TIAA shall obtain Plan Sponsor’s approval before implementing any changes. Approval shall not be unreasonably withheld by Plan Sponsor.

4. Data Requirements; Transmittal of Data

4.1. TIAA and Plan Sponsor shall work together to develop guidelines for data processing and transmittal of data. These guidelines shall be set out in a separate document entitled “Statement of Work.” Any data the Plan Sponsor may be required to provide shall be submitted in a timely manner and shall be materially correct and complete. Any data referred to in this Section shall be subject to the terms of Section 11 of this Agreement, including, without limitation, the terms of any agreements incorporated therein by reference.

5. Personnel and Resources

5.1. TIAA, its agents, and subcontractors shall provide sufficient personnel and resources as may be necessary to perform the services contemplated under this Agreement in a thorough and professional manner. The personnel designated by TIAA, its agents, and subcontractors to perform the services contemplated under this Agreement shall have the training and background necessary to perform such services.

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6. Errors, Omissions or Delays

6.1. Each Party to this Agreement will be responsible to the other Party for its own respective errors, omissions or delays in the performance of services contemplated under this Agreement. Each Party shall notify the other Party of any errors, omissions or interruptions in, or delay or unavailability of the services contemplated under this Agreement, or if it is unable to perform any of its obligations under this Agreement. Such notice shall be provided as promptly as possible or in accordance with written guidelines approved by both Parties. Unless otherwise agreed upon by the Parties, notifications under this provision may be made by telephone or by e-mail. Such notice shall not relieve the notifying Party of its obligations under this Agreement.

6.2. The Plan Sponsor acknowledges and agrees that in performing the services contemplated under this Agreement, TIAA, its agents and subcontractors must rely on data and information provided to TIAA by the Plan Sponsor and participants, and that TIAA is not obligated to inquire into and is not responsible for the authenticity or accuracy of such data or information. If TIAA is required to repeat or re-process any task as a result of incomplete or inaccurate information provided by the Plan Sponsor, TIAA may charge a reasonable reprocessing fee. In addition, if amounts are sent with incorrect instructions, or in amounts that do not reconcile with the instructions given, TIAA may apply the amounts for which accurate instructions are given and any excess will be deposited into the Plan’s Trust and held in suspense until the Plan Sponsor provides instructions regarding the disposition of such amounts.

6.3. The Plan Administrator of the Plan shall review all recordkeeping reports and shall immediately notify TIAA of any claimed error with respect to any data or report. TIAA assumes no responsibility for verification and any report not challenged in writing by the Plan Administrator within ninety (90) days of receipt thereof shall be conclusively presumed accurate and complete. The foregoing notwithstanding, TIAA will, at the Plan Administrator’s request, make a good faith effort to correct any error brought to its attention after such time period has expired.

7. Representations, Warranties and Covenants

7.1. Each Party represents that it is free to enter into this Agreement and that by doing so it will not breach or otherwise impair any other agreement or understanding with any other person, corporation or entity.

TIAA further represents, warrants and covenants that:
a. It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; b. This Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of TIAA, enforceable in accordance with its terms; PAGE 199 of 605
Retirement Healthcare Program Administrative Services and Recordkeeping Agreement c. TIAA is a stock life insurance company duly organized, existing and in good standing under the laws of the State of New York; and
The Plan Sponsor further represents, warrants and covenants that:
d. It has full power and authority under applicable law, and has taken all action necessary, to enter into and perform this Agreement, and that the person executing this Agreement on its behalf is duly authorized and empowered to execute and deliver this Agreement; and e. This Agreement, when executed and delivered, shall constitute the valid, legal and binding obligation of the Plan Sponsor, enforceable in accordance with its terms.

8. Fees

8.1. Plan Sponsor understands and accepts that TIAA may be compensated for its services under this Agreement. All fees shall be listed in Schedule D of this Agreement.

8.2. In addition to the fees described in Schedule D, Plan Sponsor understands and accepts that charges imposed by the funds listed in Schedule C of the Agreement, including any non-proprietary funds that may be added to the Schedule. Plan Sponsor shall refer to the prospectus for each of the funds listed in Schedule C. The Plan Sponsor may direct TIAA to act on its behalf in conveying instructions to J. P. Morgan Chase Bank to debit each notional account under the Plan in the appropriate amount to cover administrative service fees for services essential to the operation of the Plan.

8.3. Plan Sponsor understands and accepts that TIAA may collect fees on behalf of its subsidiaries and affiliates, such as TIAA-CREF Trust Company, FSB, that have entered into agreements with Plan Sponsor to provide services to the Plan.

8.4. TIAA shall be solely responsible for paying for the services performed by its agents and subcontractors and all taxes thereof. When this Agreement is terminated, TIAA shall settle all outstanding charges and claims of its agents and subcontractors.

9. Maintenance of Records

9.1. TIAA agrees that the books, records, accounts, ledgers, documents, and other compilations of data (whether written, electronic, computer related or otherwise) collected and maintained by TIAA for Plan Sponsor and/or the Plans under any provision or requirement of this Agreement (the “Records”) are the property of Plan Sponsor. During the term of this Agreement, TIAA will at all times cooperate with and grant Plan Sponsor or its designee reasonable access to the Records during TIAA’s normal business hours. If any litigation, claim, negotiation, audit, or other action involving the Records is commenced prior to the expiration of the applicable retention period, TIAA and Plan Sponsor shall retain all Records until completion of the action and resolution of all issues PAGE 200 of 605
Retirement Healthcare Program Administrative Services and Recordkeeping Agreement resulting therefrom, or until the end of the applicable retention period, whichever is later. Upon the expiration or termination of this Agreement, TIAA shall provide Records to Plan Sponsor upon such schedule and in such form or format as Plan Sponsor and TIAA agree is reasonable.

10. Indemnification

10.1. TIAA agrees to indemnify and hold harmless the Plan Sponsor and its respective employees, officers, directors, agents, affiliates and subcontractors or other related persons or organizations (the “Plan Sponsor Parties”) from all loss, damage, costs, charges, liability, or expense, including without limitation, reasonable attorneys’ fees, and accountants’ fees and disbursements (hereinafter referred to as “Losses”) that may be incurred by, imposed upon, or asserted against the Plan Sponsor Parties, on account of any claim or action at law or in equity against the Plan Sponsor Parties to the proportionate extent that it results from the negligence, errors, omissions, or dishonest, fraudulent, or criminal acts of TIAA, or its employees, officers, directors, agents, affiliates, subcontractors, or other related persons or organizations (the “TIAA Parties”) acting alone or in collusion with others. Notwithstanding the foregoing, TIAA shall not hold harmless or indemnify the Plan Sponsor Parties against Losses stemming from the Plan Sponsor Parties’ bad faith, negligence, or willful misconduct. TIAA, its agent and its subcontractors shall maintain Bond and insurance coverage appropriate for the services provided under this Agreement.

10.2. The Plan Sponsor agrees to indemnify and hold harmless the TIAA Parties against Losses that may be incurred by, imposed upon, or asserted against the TIAA Parties, on account of any claim or action at law or in equity against the TIAA Parties to the proportionate extent that it results from the negligence, errors, omissions or wrongdoing of the Plan Sponsor’s Parties in the performance of their duties and obligations hereunder. Notwithstanding the foregoing, the Plan Sponsor shall not hold harmless or indemnify the TIAA Parties against Losses stemming from the TIAA Parties’ bad faith, negligence, or willful misconduct.

10.3. If any third party threatens to commence or commences any action for which one Party (the “Indemnifying Party”) may be required to indemnify the other Party hereunder (the “Indemnified Party”), the Indemnified Party shall promptly give notice thereof to the Indemnifying Party. The Indemnifying Party shall be entitled, at its own expense and without limiting its obligations, to indemnify the Indemnified Party, to assume control of the defense of such action with counsel selected by the Indemnifying Party, which counsel shall be reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the control of the defense, the Indemnified Party may participate in the defense of such claim at its own expense. Without the prior written consent of the Indemnified Party, which consent shall not be withheld unreasonably, the Indemnifying Party may not settle or compromise the liability of the Indemnified Party in such action, or consent to or permit the entry of any judgment in respect thereof, unless in connection with such settlement, compromise or consent the Indemnified Party receives from such claimant an unconditional release from all liability in respect of such claim.

10.4. The indemnities granted by the Parties in this Section shall survive the termination of this Agreement.

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11. Confidentiality; HIPAA; Plan Sponsor Name

11.1. TIAA and the Plan Sponsor recognize and acknowledge that, by entering into this Agreement, each Party may have access to certain information of the other Party that is confidential and constitutes valuable, special and unique property of that other Party. As used herein, “Confidential Information” means (i) this Agreement and the terms hereof and thereof, and (ii) all information marked confidential, proprietary or similar legend by either Party. Confidential Information does not include information that (i) was publicly known through no unauthorized act of a Party, or otherwise known to a Party without an obligation of confidentiality, at the time of disclosure, (ii) subsequently becomes publicly known through no unauthorized act or omission of either Party, (iii) was rightfully received from a third party without an obligation of confidentiality; or (iv) independently developed by the Party without the use of Confidential Information. The Parties agree that, except as provided in this Agreement, they will not at any time, either during or subsequent to the term of this Agreement, disclose Confidential Information to others, or use, copy or permit the transmittal of Confidential Information to others, or use, copy or permit Confidential Information to be copied, without the other Party’s express prior written consent, which shall not be unreasonably denied or delayed. Except for disclosure by their Parties to their employees, officers, trustees, legal counsel, accountant or financial advisors (none of whom will be associated or affiliated in any way with the other Party or any of its affiliates), the Parties will not disclose the terms of this Agreement to any other person, unless disclosure is required by law or otherwise authorized by this Agreement or with the consent of the non-disclosing Party, which shall not be unreasonably denied or delayed; provided, however, that Plan Sponsor may disclose Confidential Information relating to the operational terms of this Agreement and/or TIAA’s performance hereunder, or that of CYC or any other agent or subcontractor of TIAA (e.g., applicable service levels and measurements of TIAA or CYC’s performance with respect to such service levels) in connection with the solicitation of proposals for or the procurement of the same or similar services from prospective third party contractors so long as Plan Sponsor does not divulge TIAA’s pricing for the services or actual work product in connection with any such solicitation or procurement. Unauthorized disclosure of the terms of this Agreement will be a material breach of this Agreement and will provide the non-breaching Party the option of pursuing remedies for breach or immediate termination of this Agreement.

11.2. Participant health information, health claim information or any other personal information handled by CYC, TIAA’s subcontractor for claims processing, shall be maintained and safeguarded in accordance with the provisions of the Health Insurance Portability and Accountability Act (“HIPAA”) and other applicable data privacy and security law. Plan Sponsor and TIAA acknowledge and agree that the Plan is a “Covered Entity” under HIPAA and that TIAA will be performing services to the Plan that requires access to individually identifiable financial information, which the Plan Sponsor regards as individually identifiable health information. TIAA shall not have access to individually identifiable health claim information, medical records, or hospital records. To the extent TIAA maintains protected health information as defined under HIPAA (“PHI”), TIAA agrees to use safeguards that are consistent with the HIPAA privacy and security regulations with respect to such information.

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11.3. To the extent TIAA or CYC creates or receives Personal Information from the Plan Sponsor or the Plan, or on behalf the Plan Sponsor or the Plan, it shall collect, maintain, process, handle, use, disclose and destroy all Personal Information in compliance with all applicable data privacy and protection laws and maintain a comprehensive data privacy and security program, which shall include appropriate administrative, physical, technical and organizational measures to safeguard such data against the unauthorized access, possession, use, knowledge, process, disclosure, destruction, loss, alteration or theft, and which shall be no less rigorous than generally accepted privacy and security standards. To the extent any unauthorized acquisition or access to Personal Information is attributable to a breach of the obligations under this Agreement by TIAA or CYC, and notwithstanding any other provisions of this Agreement or any other agreement between the parties, both shall be responsible for the costs incurred by the Plan or Plan Sponsor to the extent it is necessary to comply with their legal obligations relating to such breach under the applicable breach notification statute or regulation, which shall include the following costs reasonably incurred by the Plan or the Plan Sponsor in responding to such breach: (1) the reasonable cost of preparing and distributing notifications to affected individuals, (2) the reasonable cost of providing notice to government agencies, credit bureaus, and/or other required entities, (3) to the extent required by the applicable statute, the reasonable cost of providing affected individuals with credit monitoring services for a specific period not to exceed twelve (12) months, or longer if required by law, (4) the reasonable cost of call center support for such affected individuals for a specific period not to exceed thirty (30) days from the date the breach notification is sent to such affected individuals, and (5) the reasonable cost of any other measures required under applicable law.

11.4. Subject to the express written consent of Plan Sponsor, TIAA, its agents and its subcontractors shall have the non-exclusive and non-transferable right to use the name of Plan Sponsor solely in connection with rendering services pursuant to this Agreement. Any material, including electronic, print, or other media, in which the Plan Sponsor’s name may be used, shall be submitted to the Plan Sponsor in hard copy for review and approval prior to use by TIAA, its agents or its subcontractors. Upon termination of the Agreement, TIAA agrees to immediately discontinue use of the Plan Sponsor name.

12. Waiver

12.1. The failure of TIAA at any time to require performance of any provisions hereof will in no manner affect its right at a later time to enforce such provision and will not act as a waiver thereof.

13. Notice

13.1. Except as provided in Section 6.1 or Schedule B of this Agreement, any notices that may be required under this Agreement shall be given in writing and delivered personally or mailed by certified mail or courier service to the other Party at the following address or such other address as each Party may give notice to the other.

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Retirement Healthcare Program Administrative Services and Recordkeeping Agreement If to TIAA, to:

Client Agreements Team

TIAA-CREF
PO Box 1299
Charlotte, NC 28262
Attention: Product Program Director
With copies to:

RHP Product Director

TIAA-CREF
630 Peter Jefferson Pkwy
Suite 260
Charlottesville, VA 22911
Attention: Richard Ward
Office of the General Counsel

TIAA-CREF
730 3rd Avenue
12th Floor
New York, NY 10017
Attention: Steven Kronheim
If to the Plan Sponsor, to:
<Plan Sponsor Name>
<Street Address>
<City, State, Zip>
<Attention: Individual>

14. Term of the Agreement; Termination

14.1. The term of this Agreement shall be 5 years from the effective date as set forth above. Any renewal of this Agreement shall be for a term of no less than three (3) years. The Plan Sponsor may remove TIAA as an administrative service provider and recordkeeper upon ninety (90) days prior written notice to TIAA. TIAA may resign as recordkeeper upon ninety (90) days prior written notice to Plan Sponsor. Upon termination of this Agreement, the parties agree that TIAA shall have no further duty or responsibility, except as agreed upon by both parties in writing to transfer all non-proprietary records and data to Plan Sponsor or to a successor service provider. Any unforeseeable costs or expenses incurred by TIAA in effecting this transfer shall be paid by Plan Sponsor directly to TIAA, unless waived in writing by TIAA.

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15. Applicable Law

15.1. This Agreement shall be construed, and the provisions hereof interpreted under, in accordance with the laws of the State of California.

16. Complete Agreement; Modifications

16.1. This Agreement embodies the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter of this Agreement. All amendments to this Agreement must be in writing and signed by both Parties.

17. Counterparts

17.1. This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same Agreement.

18. Severability

18.1. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

19. Successors and Assigns

19.1. This Agreement will be binding upon, insure to the benefit of, and be enforceable by the respective successors of the Parties. This Agreement will not be assignable by any Party hereto without the written consent of the other Party.

20. Non-Exclusivity

20.1. Each of the Parties acknowledges and agrees that this Agreement and the arrangements described herein are intended to be non-exclusive and that each of the Parties is free to enter into similar agreements and arrangements with other entities.

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Retirement Healthcare Program Administrative Services and Recordkeeping Agreement IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first above written.

TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
By: __________________________________________ Date: ___________________ Print Name: ___________________________________
Title: _________________________________________

PLAN SPONSOR
By: __________________________________________ Date: ___________________ Print Name: ___________________________________
Title: _________________________________________
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Retirement Healthcare Program Administrative Services and Recordkeeping Agreement

SCHEDULE A
Plan Administration Services

1. TIAA shall facilitate the enrollment of employees eligible to participate in a Plan. In addition, TIAA shall make available trained personnel to provide guidance and retirement planning assistance to such employees before and after enrollment in the Plan.

2. TIAA shall maintain records of each Participant’s notional account balances. The records of each such account balance shall reflect amounts attributable to employee contributions. In the event the Plan Sponsor contributes to the Plan, TIAA shall keep records that separately account for such contributions.

The records maintained pursuant to this paragraph 2 shall be based solely on information provided to TIAA by the Plan.

3. (a) TIAA shall arrange for contributions to and investments in a Participant’s notional account to be allocated to the mutual funds selected by the Plan Sponsor. A minimum of $25 per pay period is required for Employee Voluntary Contributions. The mutual funds chosen for the Plan are set forth in Schedule C.

All contributions shall be allocated among such contracts and mutual funds in accordance with the most recent valid instructions. Transfers among Plan funding options shall be made pursuant to the Participant’s instructions in accordance with the terms of the Plan but subject to any restrictions in the applicable mutual fund. Transfers between funds must be a minimum of $1,000. TIAA shall provide the means by which the Participant can allocate contributions to, or transfer amounts among, the Plan funding options. When the Plan Administrator is notified of the death of a Participant, the Participant’s spouse or domestic partner shall be entitled to provide investment direction. Other dependents shall not be entitled to provide investment direction following a Participant’s death. In the event there is no surviving spouse or domestic partner, all funds in the Participant’s account shall be transferred to a money market account unless those funds are forfeitable.
(b) In the event that Schedule C is amended to eliminate a mutual fund or funds as an investment under the Plans, TIAA shall follow the instructions of the Plan Administrators or the Trustees of the Plan Trust(s) in transferring accumulations from the eliminated mutual fund or funds to the fund or funds chosen by the Plan Sponsor or by the Trustees of the Plan Trust(s) as replacement(s) and no future allocations will be made to the eliminated fund or funds. TIAA will work with the Plan Administrator or the Trustees of the Plan Trust to develop a plan for such transfers and in communicating with Participants concerning the change in the Plan’s investment options.

4. TIAA shall send periodic reports and communications to the Plan Administrators, Trustees of the Plan Trust(s) and Participants, including, but not limited to, information regarding returns and investment performance under the mutual funds.

5. TIAA shall send any communication that it is required to provide by mail to a Participant to the address provided to TIAA by the Plan or by the Participant.

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6. TIAA shall administer, or cause to be administered, health claim payments and other distributions of Plan and Trust Assets in accordance with the terms of the Plan and instructions from the Plan Administrator.

7. TIAA shall, as authorized under a Plan by a Plan Administrator and subject to applicable law, provide for the liquidation of amounts needed to pay claims under the Plan.

8. The Plan Sponsor has advised TIAA that the Plan is a <public/private> institution within the meaning of Section 3(33) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and accordingly <is/is not> exempt from ERISA.

9. On each day the New York Stock Exchange (the “Exchange”) is open for business (each a “Business Day”), TIAA may receive instructions from a Plan, Trustee of the Plan Trust, and/or Plan Participant for the purchase or redemption of shares of the mutual funds offered under the terms of the Plan (“Instructions”). Instructions which are received in “good order” (defined below) prior to the close of regular trading of the Exchange (generally 4:00 pm Eastern Time) (the “Close of Trading”) on any given Business Day, will be executed at the net asset value determined as of the Close of Trading on such Business Day.

Instructions which are received in “good order” (defined below) on such day but after the Close of Trading, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the date of receipt of the Instruction. Instructions shall be considered received in “good order” when all necessary information and monies in connection with such Instructions balance and conform to all other operating procedures, including any restrictions or limits set forth in the applicable fund prospectus or as otherwise set forth by TIAA. The date the Instructions are executed shall be referred to as the “Participation Date.” Notwithstanding the foregoing, in the event that the Securities and Exchange Commission promulgates or amends rules under which the foregoing procedures would be impermissible, this paragraph 9 shall be amended to provide a procedure that conforms to such rules.

10. TIAA shall deliver, or cause to be delivered to the Plan Administrator or at the direction of the Plan Administrator, directly to the Trustees of the Plan Trust, and also to Plan Participants and beneficiaries as agreed by both parties, all notices, prospectuses, financial statements, proxies and proxy soliciting materials received by TIAA relating to the mutual fund shares held in a Participant’s Plan account(s).

Proxies shall be voted by, or in accordance with, the instructions of the Participants. If no instructions for voting proxies applicable to mutual fund shares are received, TIAA shall not exercise the voting rights for such shares and shall not be responsible for the failure to vote, or instruct the vote, on such shares.

11. TIAA shall apply for the EIN for the Plan Trust, and shall prepare and file the Form 1024 Application for tax exempt status, and file the annual Form 990 filing to the extent such applications are required by law.

The Plan Administrator agrees to cooperate with TIAA in reviewing the filings on a timely basis and providing all necessary information required for filing.

12. With respect to the Plan, the Plan Sponsor shall be responsible for (a) any fees payable under the Patient Protection and Affordable Care Act, (b) any health insurance exchange fees payable under state or federal law and (c) any other fees related to healthcare reform legislation. Neither TIAA nor TIAA-CREF Trust Company, FSB shall be responsible for such fees.

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SCHEDULE B
Claim Administration and Related Recordkeeping Services ConnectYourCare, LLC ("CYC"), a Maryland limited liability company with a place of business at 307 International Circle, Suite 200, Hunt Valley, Maryland 21030, is subcontracted by TIAA to process claims and to provide related recordkeeping services as follows:

1. Services: CYC shall provide to Plan Sponsor claims and recordkeeping services described in this Schedule B.
a. Nature of Services:
i. Administrative Services Only. Plan Sponsor understands and agrees that CYC's sole function under this Agreement is to act as recordkeeper and provide other administrative services on behalf of TIAA. Under the terms of this Agreement, CYC does not render investment advice, is not the "plan administrator," trustee or a fiduciary, as these terms or other analogous terms may be defined under applicable state, local, or federal law, and does not provide legal, tax or accounting advice or forms preparation services with respect to the creation, adoption or operation of a retiree health plan or a VEBA Trust. ii. Discontinuance of Services Inconsistent with Role. If, based on changes in the applicable regulatory structure or the interpretation of the regulatory structure, there is a reasonable likelihood that any service being, or to be, provided by CYC could constitute a discretionary function and thereby subject CYC to classification as a “fiduciary” under applicable state, local, or federal law with respect to an employer-sponsored health plan and such service could not be restructured in a manner that would not subject CYC to classification as a “fiduciary” under applicable state, local, or federal law, then CYC, upon reasonable notice to Plan Sponsor and TIAA, may decline to thereafter provide that service. The failure to provide any such service shall not constitute a breach of TIAA’s obligations under this Agreement. iii. Plan Status and Compliance Responsibility. Plan Sponsor has advised CYC that the retiree health plan is a <public/private> institution within the meaning of ERISA § 3(33) and accordingly <is/is not> subject to the requirements of Title I of ERISA. Any services provided by CYC with respect to the retiree health plan shall comply with requirements of applicable law. CYC shall comply only with applicable laws that apply to third party claim administrators, but the Plan Administrator for the retiree health plan shall hear all appeals. Plan Sponsor is solely responsible for ensuring compliance with all applicable provisions of the Internal Revenue Code and any applicable state and local laws governing the retiree health plan, including, but not limited to, preparation and submission of forms required by the Internal Revenue Code or such other applicable laws. CYC will provide basic information it has in its possession to assist Plan Sponsor with complying with the requirements of the Internal Revenue Code or other applicable law, but it reserves the right to charge an additional fee for extended services requested by Plan Sponsor, as it deems appropriate. CYC is paid certain service fees by TIAA, and Plan Sponsor acknowledges and agrees to the same. If Plan PAGE 209 of 605
Retirement Healthcare Program Administrative Services and Recordkeeping Agreement Sponsor needs additional information regarding the compensation arrangement in order to prepare forms or for other legitimate legal reasons, Plan Sponsor will request such information from CYC and TIAA in writing and CYC and TIAA will promptly provide such compensation information so long as the request is reasonable. b. Reliance Upon Data: All services provided by CYC shall be based on information supplied by Plan Sponsor or any other designee or agent of Plan Sponsor (as designated by Plan Sponsor). Plan Sponsor acknowledges that the timely provision of accurate, consistent and complete data in the format specified by TIAA or by CYC is essential to its delivery of services, and Plan Sponsor is responsible for ensuring such timely and accurate data is delivered to CYC in TIAA’s or CYC’s approved format.
c. Data in Electronic Format: Plan Sponsor agrees that administrative, contribution and recordkeeping data shall be in an electronic format acceptable to TIAA and CYC and will be updated as either TIAA or CYC requires for proper processing. If the data is not submitted in an electronic format or if the format of the data requires additional translation, formatting or cleansing, CYC reserves the right to approve or refuse such submission and to charge additional datahandling fees as required. d. Reliance Upon Persons Designated by Plan Sponsor: TIAA shall provide a form to Plan Sponsor on which Plan Sponsor shall provide names and other information for persons authorized to take actions for or provide information on behalf of the retiree health plan or the VEBA Trust.

TIAA and CYC may reasonably rely upon this information and may act upon instructions received from and/or on information provided by these named persons. TIAA and CYC have the right to assume that those persons continue to be authorized unless notified otherwise. e. CYC Customer Service:
i. CYC Customer Service Representatives. CYC Customer Service Representatives will be available at a toll-free telephone number 24 hours a day, 7 days a week , (excluding emergency closings) to assist plan participants.
ii. Internet Services. CYC will provide access to the ConnectYourCare Web site as described in paragraph 1(f) of this Agreement to allow participants and Plan Sponsor to access certain account information and for participants to file claims. iii. Participant Statement of Account. Participants will have access to their accounts through a website provided by TIAA or by CYC.
f. Basic Benefits Portal System Services:
i. Participant Portal. CYC will provide participants with access to a CYC portal system.

This system will allow online claim filing. The participant will also have online access to the following:

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Retirement Healthcare Program Administrative Services and Recordkeeping Agreement Real-time history of claim submission and payment process; Account management with transaction history and account balance; Education tools.
g. ConnectYourCare Healthcare Payment Card: CYC will provide participants with a healthcare payment card integrated with the participant's account. The payment card will allow the participant’s entitled liquid account balance to automatically transfer to the payment card. The payment card can be used at any eligible merchant provided the merchant has properly configured the VISA® merchant code to identify itself correctly. Cardholders are subject to the terms and conditions described in the VISA®cardholder agreement, which will be provided with the payment card.
h. Claims Processing:
i. Review of Claims. CYC will review claims in accordance with the terms of the Plan documents for the retiree health plan, standards set forth under applicable law, including IRS guidelines concerning eligible expenses. Plan Sponsor retains authority to decide appeals.
ii. Payment of Claims. CYC will process claims within five (5) business days of the date CYC receives a claim request from a participant. Checks, if applicable, will be issued within two (2) scheduled check payment cycles, upon receipt of claims in good order.

Claims are in "good order" when the reimbursement request contains all pertinent information, including information required to substantiate the claim. CYC will not reimburse a participant’s claim unless the participant has sufficient entitled funds in the liquid account under the retiree health plan at the time the claim is submitted. If the participant does not have sufficient entitled funds at the time the claim is submitted, the reimbursement request will be held by CYC and processed in accordance with the time frame described in this paragraph starting with the date that such entitled funds are available.
iii. Unsubstantiated Claims/Ineligible Expenses. If a participant is not able to substantiate a claim, or if payment for an expense is advanced through the debit card and subsequently deemed ineligible for reimbursement, CYC will attempt to collect these amounts from the participant. Where CYC is unsuccessful, Plan Sponsor will be responsible for collecting such amounts. CYC will provide a report identifying the employees and amounts to enable Plan Sponsor to seek reimbursement from the Plan participant.
iv. Reports. CYC will provide Plan Sponsor with the ability to produce CYC’s standard Planlevel reports utilizing the information maintained on its recordkeeping system. Standard reports will summarize all transactions that occurred for each participant and report new enrollees within the specified time period.

2. Plan Document. Maintenance of a document consistent with the Plan’s operations and all legal requirements is the responsibility solely of Plan Sponsor. TIAA will provide a sample plan document to PAGE 211 of 605
Retirement Healthcare Program Administrative Services and Recordkeeping Agreement Plan Sponsor if requested. TIAA will use reasonable best efforts to provide updates to Plan Sponsor in a timely manner after changes in the law and regulation. Plan Sponsor will inform TIAA of changes it desires to the Plan prior to the time TIAA is expected to implement those changes.

3. Use of Agents or Subcontractors. CYC may perform any of the services described in this Agreement through agents and subcontractors selected by CYC. CYC shall reasonably supervise any such agent or subcontractor, and the retention of agents or subcontractors shall not relieve CYC or TIAA of its duties.

4. ConnectYourCare not Legal Counsel. Plan Sponsor understands and agrees that it shall review with its legal and/or tax counsel all documents provided to it by CYC or TIAA and that Plan Sponsor should consult such counsel on any questions concerning Plan Sponsor’s responsibilities under this Agreement, the retiree health plan, plan documents for such plan, and the legal sufficiency of any documents so provided. Plan Sponsor understands that neither CYC nor any of CYC’s other affiliates are permitted to provide Plan Sponsor with legal or tax advice or otherwise engage in the practice of law. Plan Sponsor acknowledges that it will not rely on any information provided by CYC as if it were legal or tax advice.

5. Notice of Errors. All information supplied to Plan Sponsor or participant will be deemed correct if notice of discrepancies is not given to TIAA or CYC by the participant or Plan Sponsor within ninety (90) days of issuance of the report statement, confirmation, or other information. After that period, CYC will correct transactional errors, but will not be liable for consequential damages due to any errors not reported within that period.

6. Successor Recordkeeper:
a. Run-out Period. If requested, CYC will, for the ninety (90) day period immediately following the date of termination of its services by TIAA, Plan Sponsor or CYC ("Run-Out Period"), continue to administer claims for expenses incurred before the termination date or other date agreed upon by all parties and the successor to CYC, provided CYC is timely paid for its services both before and during the Run-Out Period. Upon expiration of the Run-Out Period, all obligations of CYC to administer claims or perform any other services under this Agreement shall cease. b. Successor Recordkeeper. Upon termination of CYC’s services, the parties agree that CYC shall have no further duty or responsibility, except as provided by the Run-Out Period described above in paragraph 6(a). However, CYC will use reasonable efforts to transfer all relevant non-proprietary information concerning the Plan that CYC deems necessary for future operations, in CYC’s standard format, to Plan Sponsor or to a successor service provider. Any unforeseeable costs or expenses incurred by CYC in effecting this transfer shall be paid by Plan Sponsor directly to CYC, unless waived in writing by CYC. Plan Sponsor agrees that CYC may charge Plan Sponsor reasonable fees for the provision of requested records or reports that CYC previously provided.

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SCHEDULE C
Investment Name Share Class Ticker Symbol
TIAA-CREF MONEY MARKET FUND Retirement TIEXX
TIAA-CREF LFCYLE RTMT INC-RTMT Retirement TLIRX
TIAA-CREF LIFECYCLE 2010-RTMT Retirement TCLEX
TIAA-CREF LIFECYCLE 2015-RTMT Retirement TCLIX
TIAA-CREF LIFECYCLE 2020-RTMT Retirement TCLTX
TIAA-CREF LIFECYCLE 2025-RTMT Retirement TCLFX
TIAA-CREF LIFECYCLE 2030-RTMT Retirement TCLNX
TIAA-CREF LIFECYCLE 2035-RTMT Retirement TCLRX
TIAA-CREF LIFECYCLE 2040-RTMT Retirement TCLOX
TIAA-CREF LIFECYCLE 2045-RTMT Retirement TTFRX
TIAA-CREF LIFECYCLE 2050-RTMT Retirement TLFRX
TIAA-CREF LIFECYCLE 2055-RTMT Retirement TTRLX
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Retirement Healthcare Program Administrative Services and Recordkeeping Agreement

SCHEDULE D
Service Fees
Per participant fees listed below will be deducted from the participant accounts on a monthly basis. (Option to bill sponsor is available)
Plan Implementation Fee
TIAA Services include the following:

Provide sample plan documents including Adoption Agreement, Administrative Guide and Forms, Summary Plan Description, and employee communications for the retiree health plan. Apply for the EIN for the Trust, prepare and file the Form 1024 Application for tax exempt status and the annual Form 990 filing to the extent such applications are required by law. Set up Plan on TIAA’s recordkeeping platform, ConnectYourCare recordkeeping platform and the TIAA-CREF Trust Company systems.

One Time Implementation Fee …………$5,500.00 (waived)
Per Participant Fee
TIAA Services include but may not be limited to:

Maintaining employee database, processing plan enrollments, maintaining individual notional accounts, processing contributions, preparing plan reports for Plan Sponsor and individual participant statements, and conducting meetings with plan sponsors and participants. During the claims active period, additional services are provided as outlined in Schedule B Section 1.

Per Participant Annual Fee for Participants not claims active ………………..$24.00 Per Participant Annual Fee for Participants who are claims active……..…… $39.00 Trust Service Fees
TIAA has been authorized by TIAA-CREF Trust Company, FSB to collect fees from Plan Sponsor for trust services provided to the Plan.

Annual Fee for Trust Services ……………………$2,500.00
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Retirement Healthcare Program Administrative Services and Recordkeeping Agreement Affiliated Mutual Funds
When client account assets are invested in affiliated mutual funds, affiliates of the Trust Company receive fees from these products based on the amount of assets the client invested in them. These fees are in addition to the fees you pay directly under this agreement. When client assets, including ERISA assets, are invested in affiliated mutual funds, the Trust Company will comply with all applicable fiduciary and regulatory requirements including, if necessary, rebating to the account a portion of the management fee that an affiliated investment vehicle pays to our affiliates. You should note that our affiliates receive payments for providing services to affiliated mutual funds. As detailed in the prospectuses and statements of additional information, as the case may be, for these mutual funds, these funds pay their own fees and expenses, including fees for investment management and/or administrative services to the Trust Company’s affiliates, which may pay a portion of these fees to other affiliates.

All operating expenses of affiliated mutual funds are disclosed in the funds’ prospectus and statements of additional information, as the case may be. Annual operating expenses are the expenses that you pay each year as a percentage of the value of your investment in the investment vehicle, including management fees and/or administrative services or other expenses. The current prospectus for each affiliated mutual fund, including supplements to prospectuses, statements of additional information and other product disclosures, are available and can be viewed on, and downloaded and printed from, the website at http://www.tiaa-cref.org/prospectuses/index.html. They are also available in paper form, free of charge, upon request.

Unaffiliated Mutual Funds
When client assets are invested in third-party mutual funds or other non-affiliated investment vehicles, each mutual fund or investment vehicle also pays its own investment advisory fees and other fees and expenses.

These fees are in addition to the fees you pay directly under this agreement. Third-party mutual funds may, directly or through third parties, pay the Trust Company or its affiliates for services rendered on behalf of the client’s investments in the funds, as disclosed in the third-party mutual fund’s prospectus or offering materials.

Relationship with TIAA
The Trust Company is a wholly owned subsidiary of TCT Holdings, Inc., a wholly owned direct subsidiary of TIAA. TIAA and the Trust Company have entered into a service arrangement whereby TIAA, directly or through its subsidiaries, provides a variety of services to the Trust Company that are material to our investment management, trustee and other fiduciary related services. These services include administrative, auditing, data processing, legal and marketing services. Payments are made for these services.

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_____________________________________________________________________________________________________________________________ Client ID: 065085
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