Agenda packet, regular meeting, first session — Santa Fe Springs City Council, November 7, 2023 (part 1 of 2)

Agenda
2023.11.07 - AGENDA - CITY COUNCIL MEETING NEW.PDF
Meeting Materials
2023.11.07 - AGENDA PACKET.PDF

1. Documents:

2. Documents:

CITY OF SANTA FE SPRINGS

REGULAR MEETINGS OF THE HOUSING SUCCESSOR,

SUCCESSOR AGENCY, AND CITY COUNCIL
AGENDA
TUESDAY, NOVEMBER 7, 2023
AT 6:00 P.M.

CITY HALL COUNCIL CHAMBERS
11710 TELEGRAPH ROAD
SANTA FE SPRINGS, CA 90670

CITY COUNCIL
Juanita Martin, Mayor
Jay Sarno, Mayor Pro Tem
Annette Rodriguez, Councilmember
William K. Rounds, Councilmember
Joe Angel Zamora, Councilmember

CITY MANAGER CITY ATTORNEY
René Bobadilla, P.E. Ivy M. Tsai

CITY STAFF
Fire Chief Chad Van Meeteren
Police Chief Aviv Bar
Director of Community Services Maricela Balderas
Director of Finance Lana Dich
Director of Planning Wayne Morrell
Director of Police Services Dino Torres
Director of Public Works James Enriquez
City Clerk Janet Martinez
November 7, 2023: City Council Meeting Page 2 of 7

NOTICES
Public Comment: The public is
encouraged to address City Council on
any matter listed on the agenda or on
any other matter within its jurisdiction. If
you wish to address the City Council,
please use the "Raise Hand" function via
Zoom once the Mayor opens Public
Comment during the meeting. You may
also submit comments in writing by
sending them to the City Clerk's Office at
[email protected]. All written
comments received by 12:00 p.m. the
day of the City Council Meeting will be
distributed to the City Council and made
a part of the official record of the
meeting. Written comments will not be
read at the meeting, only the name of the
person submitting the comment will be
announced.

Americans with Disabilities Act: In
compliance with the ADA, if you need
special assistance to participate in a City
meeting or other services offered by this
City, please contact the City Clerk’s
Office. Notification of at least 48 hours
prior to the meeting or time when services
are needed will assist the City staff in
assuring that reasonable arrangements
can be made to provide accessibility to
the meeting or service.

SB 1439: Effective January 1, 2023, City
Council Members are subject to SB 1439
and cannot participate in certain
decisions for a year after accepting
campaign contributions of more than
$250 from an interested person. The
Council Member would need to disclose
the donation and abstain from voting.

Pursuant to provisions of the Brown Act,
no action may be taken on a matter
unless it is listed on the agenda, or
unless certain emergency or special
circumstances exist. The City Council
may direct staff to investigate and/or
schedule certain matters for
consideration at a future City Council
meeting.

Please Note: Staff reports, and
supplemental attachments, are available
for inspection at the office of the City
Clerk, City Hall, 11710 E. Telegraph
Road during regular business hours 7:30
a.m.-5:30 p.m., Monday-Thursday and
every other Friday. Telephone: (562)
868-0511.

You may attend the City Council meeting telephonically or electronically using the following means:

Electronically using Zoom: Go to Zoom.us and click on “Join A Meeting” or use the following link:
https://zoom.us/j/521620472?pwd=U3cyK1RuKzY1ekVGZFdKQXNZVzh4Zz09 Zoom Meeting ID: 521620472 Password: 659847
November 7, 2023: City Council Meeting Page 3 of 7

CALL TO ORDER

ROLL CALL

INVOCATION

VETERANS DAY CEREMONY

PLEDGE OF ALLEGIANCE

INTRODUCTIONS

PRESENTATIONS

1. DIA DE LOS MUERTOS EVENT RECAP (COMMUNITY SERVICES)

2. HALLOWEEN CARNIVAL EVENT RECAP (COMMUNITY SERVICES)

3. FIESTAS DE OCTUBRE EVENT RECAP (COMMUNITY SERVICES)

CHANGES TO AGENDA

PUBLIC COMMENTS ON NON-AGENDA AND AGENDA ITEMS
At this time, the general public may address the City Council on both non-agenda and agenda items. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda.

Please show courtesy to others and direct all of your comments to the Mayor.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

HOUSING SUCCESSOR, SUCCESSOR AGENCY, AND CITY COUNCIL AGENDA PUBLIC HEARING – NONE
OLD BUSINESS – NONE

REGULAR BUSINESS

CITY COUNCIL

4. ON-CALL PROFESSIONAL ENGINEERING SERVICES FOR THE DESIGN OF

COMMERCIAL STREET IMPROVEMENTS FOR SPRINGDALE AVENUE,
WAKEMAN STREET, AND JOHN STREET – AWARD OF CONTRACT (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:

November 7, 2023: City Council Meeting Page 4 of 7
1) Award a Contract to BKF Engineers of Newport Beach, California for the Design of Commercial Street Improvements of Springdale Avenue, Wakeman Street and John Street in the amount of $131,260.00; and
2) Authorize the Director of Public Works to execute the contract (Task Order No. 2) for on-call professional engineering services with BKF Engineering; and 3) Take such additional, related, action that may be desirable.

5. ESTABLISH AN AD-HOC COMMITTEE TO STUDY A POTENTIAL PARCEL TAX ON THE NOVEMBER 2024 ELECTION AND APPOINT TWO (2)

COUNCILMEMBERS TO SERVE ON THE COMMITTEE (CITY CLERK)
RECOMMENDATION: It is recommended that the City Council:
1) Approve the establishment of an ad-hoc committee to study a potential parcel tax for the November 2024 election; and
2) Appoint two (2) Councilmembers to serve on the ad-hoc committee.

6. SOFTWARE AGREEMENT WITH KRONOS SAASHR, INC., (A UKG COMPANY)

FOR A WORKFORCE MANAGEMENT AND PAYROLL SOLUTION (FINANCE) RECOMMENDATION: It is recommended that the City Council:
1) Incorporate Workforce Management and Payroll System implementation as a CIP within the current Fiscal Year (FY) 2023-24 CIP Program; 2) Authorize the City Manager to execute a Software as a Service (SaaS) Agreement with UKG Company (UKG) for a Workforce Management and Payroll Solution for FY 2023-24;
3) Authorize the City Manager to execute four optional one-year amendments for FY 2024-25 through 2027-28;
4) Appropriate $60,000 from the FY 2023-24 General Fund reserve to project FA24002 for the Workforce Management and Payroll Solution.

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

HOUSING SUCCESSOR

7. MINUTES OF THE OCTOBER 3, 2023 REGULAR CITY COUNCIL MEETINGS (CITY CLERK)
November 7, 2023: City Council Meeting Page 5 of 7
RECOMMENDATION: It is recommended that the Housing Successor:
1) Approve the minutes as submitted.

SUCCESSOR AGENCY

8. MINUTES OF THE OCTOBER 3, 2023 REGULAR CITY COUNCIL MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the Successor Agency:
1) Approve the minutes as submitted.

CITY COUNCIL

9. MINUTES OF THE OCTOBER 3, 2023 REGULAR CITY COUNCIL MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the City Council:
1) Approve the minutes as submitted.

10. RESCHEDULING THE JANUARY 2024 CITY COUNCIL MEETINGS (CITY CLERK) RECOMMENDATION: It is recommended that the City Council:
1) Reschedule the January 2, 2024 and January 16, 2024 City Council Meetings to January 11, 2024 (Thursday) and January 23, 2024 (Tuesday) respectively.

11. RESOLUTION NO. 9888 – SB-1205 ANNUAL INSPECTION OF CERTAIN

PROPERTIES (FIRE)
RECOMMENDATION: It is recommended that the City Council:
1) Acknowledge Receipt of Department of Fire-Rescue Report Regarding the Annual Inspection of Certain Properties.

12. APPROVAL OF COST SHARING AGREEMENT WITH THE LOS ANGELES

GATEWAY REGION INTEGRATED REGIONAL WATER MANAGEMENT JOINT

POWERS AUTHORITY FOR THE INSTALLATION OF MONITORING EQUIPMENT

AND MONITORING PURSUANT TO THE HARBOR TOXIC POLLUTANTS TOTAL

MAXIMUM DAILY LOAD (TMDL) (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:
1) Approve the Cost Sharing Agreement with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (GWMA) for November 7, 2023: City Council Meeting Page 6 of 7
administration and installation of monitoring equipment and ongoing monitoring pursuant to the Harbor Toxic Pollutants Total Maximum Daily Load (TMDL); and 2) Authorize the Mayor to execute the agreement on behalf of the City; and 3) Take such additional, related, action that may be desirable.

13. BUILDING PLAN CHECK AND INSPECTION SERVICES – AUTHORIZATION TO

ADVERTISE A REQUEST FOR PROPOSAL (RFP) (PLANNING)
RECOMMENDATION: It is recommended that the City Council:
1) Authorize the Director of Planning to advertise a Request for Proposal for Building Plan Check and Inspection Services; and
2) Take such additional, related, action that may be desirable.

14. AMENDMENT OF CHAPTER 34 OF THE CODE OF SANTA FE SPRINGS RELATING TO PURCHASING – SECOND READING OF ORDINANCE NO. 1133 (CITY ATTORNEY)
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Ordinance No. 1133: AN ORDINANCE OF THE CITY OF SANTA FE SPRINGS AMENDING CHAPTER 34 (FINANCE AND REVENUE) OF TITLE III OF THE CODE OF SANTA FE SPRINGS RELATING TO PURCHASING. 2) Take such additional, related, action that may be desirable.

15. PACKARD STAY AND PLAY GRANT PAYMENT ACCEPTANCE FOR SANTA FE

SPRINGS (SFS) CITY LIBRARY (COMMUNITY SERVICES)
RECOMMENDATION: It is recommended that the City Council:
1) Approve and authorize the Director of Community Services to request and accept payment of Packard Stay & Play grant funds for the SFS City Library, issued by the Califa Group.

16. TREASURER’S REPORT OF INVESTMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2023 (FINANCE)
RECOMMENDATION: It is recommended that the City Council:
1) Receive and file the report.

APPOINTMENTS TO BOARDS, COMMITTEES, AND COMMISSIONS
November 7, 2023: City Council Meeting Page 7 of 7
COUNCIL COMMENTS/AB1234 COUNCIL CONFERENCE REPORTING
Council member announcements; requests for future agenda items; conference/meetings reports. Members of the City Council will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).

ADJOURNMENT
I, Fernando N. Muñoz, Deputy City Clerk for the City of Santa Fe Springs hereby certify that a copy of this agenda has been posted no less than 72 hours at the following locations; City’s website at www.santafesprings.org; Santa Fe Springs City Hall, 11710 Telegraph Road; Santa Fe Springs City Library, 11700 Telegraph Road; and the Town Center Plaza (Kiosk), 11740 Telegraph Road.
_____________________________________________
Fernando N. Muñoz, CMC, Deputy City Clerk

CITY OF SANTA FE SPRINGS

REGULAR MEETINGS OF THE HOUSING SUCCESSOR,

SUCCESSOR AGENCY, AND CITY COUNCIL
AGENDA
TUESDAY, NOVEMBER 7, 2023
AT 6:00 P.M.

CITY HALL COUNCIL CHAMBERS
11710 TELEGRAPH ROAD
SANTA FE SPRINGS, CA 90670

CITY COUNCIL
Juanita Martin, Mayor
Jay Sarno, Mayor Pro Tem
Annette Rodriguez, Councilmember
William K. Rounds, Councilmember
Joe Angel Zamora, Councilmember

CITY MANAGER CITY ATTORNEY
René Bobadilla, P.E. Ivy M. Tsai

You may attend the City Council meeting telephonically or electronically using the following means:

CALL TO ORDER

ROLL CALL

INVOCATION

VETERANS DAY CEREMONY

PLEDGE OF ALLEGIANCE

INTRODUCTIONS

PRESENTATIONS

1. DIA DE LOS MUERTOS EVENT RECAP (COMMUNITY SERVICES)

2. HALLOWEEN CARNIVAL EVENT RECAP (COMMUNITY SERVICES)

3. FIESTAS DE OCTUBRE EVENT RECAP (COMMUNITY SERVICES)

CHANGES TO AGENDA

Please show courtesy to others and direct all of your comments to the Mayor.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

HOUSING SUCCESSOR, SUCCESSOR AGENCY, AND CITY COUNCIL AGENDA PUBLIC HEARING – NONE
OLD BUSINESS – NONE

REGULAR BUSINESS

CITY COUNCIL

4. ON-CALL PROFESSIONAL ENGINEERING SERVICES FOR THE DESIGN OF

COMMERCIAL STREET IMPROVEMENTS FOR SPRINGDALE AVENUE,
WAKEMAN STREET, AND JOHN STREET – AWARD OF CONTRACT (PUBLIC WORKS)
RECOMMENDATION: It is recommended that the City Council:

5. ESTABLISH AN AD-HOC COMMITTEE TO STUDY A POTENTIAL PARCEL TAX ON THE NOVEMBER 2024 ELECTION AND APPOINT TWO (2)

6. SOFTWARE AGREEMENT WITH KRONOS SAASHR, INC., (A UKG COMPANY)

HOUSING SUCCESSOR

SUCCESSOR AGENCY

8. MINUTES OF THE OCTOBER 3, 2023 REGULAR CITY COUNCIL MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the Successor Agency:
1) Approve the minutes as submitted.

CITY COUNCIL

9. MINUTES OF THE OCTOBER 3, 2023 REGULAR CITY COUNCIL MEETINGS (CITY CLERK)
RECOMMENDATION: It is recommended that the City Council:
1) Approve the minutes as submitted.

11. RESOLUTION NO. 9888 – SB-1205 ANNUAL INSPECTION OF CERTAIN

PROPERTIES (FIRE)
RECOMMENDATION: It is recommended that the City Council:
1) Acknowledge Receipt of Department of Fire-Rescue Report Regarding the Annual Inspection of Certain Properties.

12. APPROVAL OF COST SHARING AGREEMENT WITH THE LOS ANGELES

GATEWAY REGION INTEGRATED REGIONAL WATER MANAGEMENT JOINT

POWERS AUTHORITY FOR THE INSTALLATION OF MONITORING EQUIPMENT

AND MONITORING PURSUANT TO THE HARBOR TOXIC POLLUTANTS TOTAL

13. BUILDING PLAN CHECK AND INSPECTION SERVICES – AUTHORIZATION TO

15. PACKARD STAY AND PLAY GRANT PAYMENT ACCEPTANCE FOR SANTA FE

16. TREASURER’S REPORT OF INVESTMENTS FOR THE QUARTER ENDED SEPTEMBER 30, 2023 (FINANCE)
RECOMMENDATION: It is recommended that the City Council:
1) Receive and file the report.

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: James Enriquez, P.E., Director of Public Works
SUBJECT: ON-CALL PROFESSIONAL ENGINEERING SERVICES FOR THE

DESIGN OF COMMERCIAL STREET IMPROVEMENTS FOR
SPRINGDALE AVENUE, WAKEMAN STREET, AND JOHN STREET –

AWARD OF CONTRACT
DATE: November 7, 2023
RECOMMENDATION:

It is recommended that the City Council:
1) Award a Contract to BKF Engineers of Newport Beach, California for the Design of Commercial Street Improvements of Springdale Avenue, Wakeman Street and John Street in the amount of $131,260.00; and
2) Authorize the Director of Public Works to execute the contract (Task Order No. 2) for on-call professional engineering services with BKF Engineering; and 3) Take such additional, related, action that may be desirable.

FISCAL IMPACT
The Commercial Street Improvements of Springdale Avenue (PW220106) with a budget of $540,000, Wakeman Street (PW220501) with a budget of $300,000, and John Street (PW220105) with a budget of $630,000 are approved projects in the Capital Improvement Plan program. The projects are funded through the Utility Users Tax (UUT) Funds as part of the Capital Improvement Plan. Each project has adequate funding for its respective design fee and no additional appropriations are necessary at this time.

BACKGROUND
On September 11, 2023, the Public Works Engineering staff solicited a Request for Quotes (RFQ) from the approved on-call list of qualified engineering firms (consultants) to provide professional engineering services for the design of the Commercial Street CITY COUNCIL AGENDA REPORT – MEETING OF November 7, 2023 On-Call Professional Engineering Services for the Design of Commercial Street Improvements for Springdale Avenue, Wakeman Street, and John Street – Award of Contract

Page 2 of 3 ends

Improvements on Springdale Avenue, Wakeman Street and John Street. The recommended consultant will be responsible for preparing the project plans, specifications and engineering estimates. The three projects encompass the street segments shown in the Location Maps in Exhibits 1, 2, and 3 (Attachment A). All projects consist of the removal of existing asphalt concrete pavement, and the placement of new asphalt pavement sections. The sections shall be determined during the design phase.

The new paving section will support the heavy repetitive loads and increase pavement service life. Additionally, the projects include the removal and replacement of curb & gutter, sidewalks, curb ramps, and driveways, as needed.

The City received a total of five (5) RFQ responses from the following on-call engineering consulting firms: 1) BKF Engineers; 2) CivilTec, Inc.; 3) JMDiaz, Inc.; 4) NV5, Inc.; and 5) Onward Engineering.

ANALYSIS
An evaluation team, consisting of Engineering staff, evaluated the proposals based on the criteria prescribed in the RFQ. A summary of the rankings is listed below. Based on the team’s evaluation, an award of a contract to BKF Engineers is recommended. BKF Engineers will design the three street segments of Springdale Avenue, Wakeman Street, and John Street.

Summary Company Ranking

1. BKF Engineers

2. JMDiaz, Inc.

3. Onward Engineering

4. NV5, Inc.

5. CivilTec, Inc.

Following the ranking of the proposals, staff negotiated the fee with the highest ranking firm, BKF Engineers. The negotiated fee is an amount not-to-exceed $131,260.

The services will be contracted via Task Order No. 2 (Attachment B) in accordance with BKF’s proposal (Attachment C) dated October 10, 2023.

The recommended contract award is in compliance with State and Federal regulations regarding the qualification-based selection of professional firms providing architectural and engineering services. Sections 4525 through 4529.5 of the California Government Code (Mini-Brooks Act) govern contracts between public entities and private architectural, landscape architectural, engineering, environmental, land surveying, and construction project management firms. These statutes require that public agencies use a Qualifications-Based Selection (QBS) method to contract for professional services. This method requires that such services be engaged on the basis of demonstrated CITY COUNCIL AGENDA REPORT – MEETING OF November 7, 2023 On-Call Professional Engineering Services for the Design of Commercial Street Improvements for Springdale Avenue, Wakeman Street, and John Street – Award of Contract

Page 3 of 3 ends

competence and qualifications for the types of services to be performed and at a fair and reasonable price, strictly prohibiting selection based on price.

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Upon the approval of the City Council of the recommended actions, City staff will coordinate with BKF Engineers on the delivery of the design for the project. Staff anticipates the construction of these street improvements in the summer of 2024.

ATTACHMENTS:

A. Attachment A – Location Maps
B. Attachment B – Task Order No. 2
C. Attachment C – BKF Engineers Proposal
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

ATTACHMENT A

ATTACHMENT B
On-Call Professional Engineering Services
Task Order No. 2

ON-CALL PROFESSIONAL ENGINEERING SERVICES
TASK ORDER No. 2
In accordance with the Contract Agreement dated April 6, 2021 as executed by the City of Santa Fe Springs (CITY), a municipal corporation and BKF Engineers (CONSULTANT), Task Order No. 2 – Design of Commercial Street Improvements for Springdale Avenue, Wakeman Street, and John Street.

CITY OF SANTA FE SPRINGS:

Authorized Representative: James Enriquez, P.E., Director of Public Works Address: 11710 Telegraph Road
City of Santa Fe Springs, California 90670
Telephone No.: (562) 868-0511
BKF ENGINEERS:

Authorized Representative: Chris Rideout, Principal in Charge Address: 4675 MacArthur Court, Suite 400
Newport Beach, CA 92660
Telephone No.: (949) 526-8562
The CITY of Santa Fe Springs desires Design Services for the design of Commercial Street Improvements for Springdale Avenue, Wakeman Street, and John Street.

The following is the scope of work, schedule, and fee:

SERVICES/SCOPE OF WORK:

The Consultant will be responsible for preparing the project’s plans, specifications, and engineering estimate, including, but not limited, to the requested items listed in the RFQ titled “On-Call Professional Engineering Services Street Improvements Design for Springdale Avenue, Wakeman Street, and John Street” with a due date of September 28, 2023.

The project consists of the removal of existing asphalt concrete pavement and the placement of new asphalt concrete pavement. The structural street section will be determined in design after sample cores have been taken and analyzed. Additionally, the project includes the removal and replacement of curb & gutter, sidewalks, curb ramps, and driveways, as needed.

APPROXIMATE DESIGN SCHEDULE:

Kick-off Meeting & Notice to Proceed November 20, 2023
Submit 75% Design February 5, 2024
Submit 90% Design April 1, 2024
Submit 100% Design, Plans & Specifications May 6, 2024
PSE Complete with City approval
Authorization to Advertise Project – City Council Meeting June 3, 2024
June 18, 2024

ATTACHMENT B
On-Call Professional Engineering Services
Task Order No. 2
FEE:

The design of Commercial Street Improvement Shoemaker Ave will be based on a not-to-exceed fee of $131,260.00 in accordance with the proposal and quote dated October 10, 2023.

ACCEPTANCE of the terms of Task Order No. 2 is acknowledged by the following signatures of the Authorized Representatives.

SUBMITTED BY: ACCEPTED BY:

CITY OF SANTA FE SPRINGS BKF ENGINEERS
James Enriquez, P.E.,
Director of Public Works
Chris Rideout, P.E.,
Principal in Charge
Date Date

CITY OF SANTA FE SPRINGS

ON-CALL PROFESSIONAL ENGINEERING SERVICES
Street Improvements Design for
Springdale Av Wakeman St JohnSt

REQUEST FOR QUOTE
OCTOBER 10, 2023

ATTACHMENT C
City of Santa Fe Springs | Street Improvements Design
for Springdale Av Wakeman St John St 1 BKF ENGINEERS

REQUEST FOR QUOTE
October 10, 2023
Mr. Jose Larios, Associate Civil Engineer
City of Santa Fe Springs
11710 Telegraph Road
Santa Fe Springs, CA 90670
SUBJECT: ON-CALL PROFESSIONAL ENGINEERING SERVICES STREET IMPROVEMENTS DESIGN FOR

SPRINGDALE AVE, WAKEMAN ST & JOHN ST REQUEST FOR QUOTE
Dear Mr. Larios,
BKF Engineers (BKF) are both excited and appreciative for the opportunity to submit our proposal for the for civil engineering and land surveying services regarding the street improvements located in the City of Santa Fe Springs (SFS).

To arrive at the estimated effort required by our office for this project we conducted a site visit and have summarized our proposed assumptions, and associated fee based on our project understanding below.

PROJECT UNDERSTANDING + APPROACH
This proposal outlines BKF Engineers’ comprehensive plan to rehabilitate the pavement along Springdale Ave, Wakeman Street, and John Street in the City of Santa Fe. The project aims to address the deteriorating condition of the road surfaces and enhance accessibility for the local community and businesses. BKF Engineers is welcomes the opportunity to provide civil engineering and surveying services to fulfill the pavement rehabilitation needs on all three segments.

We anticipate that all required work will be conducted within the City’s existing right-of-way, eliminating the need for easement.

PROJECT SCOPE
PAVEMENT REHABILITATION: The first priority is the rehabilitation of Shoemaker Ave, spanning approximately 1000 feet from Los Nietos Road to the cul-de-sac. This stretch of road serves as crucial access to several industrial businesses along the street. Similarly, the segment along Broadway Ave, approximately 550 feet south of the intersection with Washington Blvd, requires rehabilitation. Please note that the project excludes any areas north of the cross-gutter in the eastbound direction of the Broadway and Washington intersection. Both segments exhibit significant signs of pavement distress, which will be effectively addressed through our proposed solutions.

ADA RAMPS: ADA Curb Ramps: To improve accessibility, our proposal includes the installation of ADA-compliant curb ramps at various locations. Existing ramps will be field surveyed for compliance. For the Springdale segment, the intersection of Springdale/Clark currently has no curb ramps while the intersection at Florence Ave had what appears to be compliant ramps (to be confirmed in the field). For the Wakeman segment, the curb ramps at the intersection with Sorensen Ave appear to be compliance, but may need to be reconstructed to eliminate standing water along the back of the ramp. For John Street, the only new curb ramp is anticipated to be the northeast corner of John St/Sorensen Ave.

CONCRETE FLATWORK REPLACEMENT: BKF Engineers will conduct a site walk with City representatives to identify areas of concern, such as curb & gutter, sidewalk, driveways, and other hardscape facilities that require removal and replacement. While our plans will only indicate the location and type of facility, we will collaborate closely with the City to determine the necessary construction details for these concrete replacements.

ROUGH ORDER OF MAGNITUDE (ROM) ANALYSIS: To ensure a realistic budget for construction and facilitate decisionmaking, BKF will perform a Rough Order of Magnitude (ROM) analysis. This analysis will assist the City in selecting the most suitable pavement rehabilitation and concrete flatwork replacement options for inclusion in the project. The final determination will be made by the City before BKF proceeds with the development of the construction documents..

City of Santa Fe Springs | Street Improvements Design
for Springdale Av Wakeman St John St 2 BKF ENGINEERS

REQUEST FOR QUOTE
PROJECT ALTERNATIVE: As part of this proposal, BKF Engineers suggests a modification to the project scope.

Considering our assumption that all work will be confined to the City’s right of way, we propose eliminating the need for a resolved boundary survey. Instead, we recommend obtaining right of way information through GIS, which will reduce the cost of surveying services. This will be our cost basis. We will provide an optional cost if the City would like to conduct a boundary survey and ultimately a Record of Survey.

SCOPE ASSUMPTIONS
BKF has thoroughly reviewed the scope of work outlined in the Request for Quote (RFQ) and is fully equipped to handle the tasks as detailed. Any additional requirements beyond the RFQ’s scope, not mentioned in this proposal, will be considered as additional work. Should such circumstances arise, a change order will be required to proceed accordingly.

BASE SCOPE OF WORK
BKF proposes to provide the services on a lump sum basis. We will invoice for our services on a percent complete basis per task summarized as follows:

STREET IMPROVEMENT DESIGN FOR SPRINGDALE AVENUE

TASK DESCRIPTION FEE
1 Project Management $2,892
2 Data Collections $4,048
3 Surveying Services $15,101
4 Geotechnical Services $7,000
5 Engineering Design and Plans, Specifications & Estimates $18,934 6 Reimbursables $400
PROJECT TOTAL LABOR FEE $48,375

STREET IMPROVEMENT DESIGN FOR WAKEMAN STREET

TASK DESCRIPTION FEE
1 Project Management $2,068
2 Data Collections $2,751
3 Surveying Services $8,069
4 Geotechnical Services $7,000
5 Engineering Design and Plans, Specifications & Estimates $9,946 6 Reimbursables $400
PROJECT TOTAL LABOR FEE $30,234

STREET IMPROVEMENT DESIGN FOR JOHN STREET

TASK DESCRIPTION FEE
1 Project Management $2,892
2 Data Collections $4,615
3 Surveying Services $16,031
4 Geotechnical Services $7,000
5 Engineering Design and Plans, Specifications & Estimates $21,713 6 Reimbursables $ 400
PROJECT TOTAL LABOR FEE $52,651
City of Santa Fe Springs | Street Improvements Design
for Springdale Av Wakeman St John St 3 BKF ENGINEERS

REQUEST FOR QUOTE
Our fee proposal for preparation of one set of PS&E with all three streets is $131,260. Thank you for your consideration. I am available to expand on any portion of our proposal submitted and look forward to assisting the City of Santa Fe Springs on this project. Please contact me direct at (949) 526-8462 or email [email protected] if you have any questions.

Sincerely,

BKF ENGINEERS
Chris Rideout, PE
Principal/Vice President
Delivering Inspired Infrastructure for
over 100 years
Since 1915, BKF Engineers has built a reputation on the ability to plan, design, survey, and successfully implement complex projects. We draw upon and utilize our experience guiding projects from the inception and feasibility stages through construction to develop designs that identify physical constraints, potential risks, and value engineering alternatives; resulting in projects that exceed expectations.

Through our network of 15 offices in California, BKF provides civil engineering, land surveying, and land planning services for government agencies, institutions, developers, architects, contractors, school districts, and corporations.

BKF’s decades of engineering, surveying, and planning have produced some of the most recognized projects in California. By combining our years of experience in diverse markets with new, innovative approaches to problem solving, we have grown to more than 450 experienced staff.

BKF Engineers
450+
Employees
Founded in
1915
16 West Coast
Offices
CA
Corporation
▪ Lakeland Road Street Improvements
▪ North Residential Street Pavement Improvements
▪ Bartley Avenue Street Improvements
▪ Harvard/Michelson Intersection Improvements
▪ Jamboree/Main Intersection Enhancements
▪ Jamboree/Barranca Intersection Improvements
▪ Jeffrey/Walnut Intersection Improvements
▪ Trabuco/Remington Traffic Signal Project
▪ Lakewood/Florence Intersection Improvements
▪ Downey Five Parks Projects
▪ San Gabriel River & Wilderness Park Restoration
▪ Firestone Boulevard Bridge Replacement
▪ Altura Pavement Rehabilitation Project
▪ Rosecrans Pavement Rehabilitation Project
▪ Atlanta Avenue, HCD Permitting
▪ Atlantic Boulevard Corridor Improvements Project
▪ Bonnywood Closure Project
▪ Foster Road Side Panel Project
▪ Foster Road Rehabilitation (from Studebaker to Pioneer) ▪ Herndon Ave. Widening Between Polk & Milburn Ave.
▪ Herndon Avenue Widening
▪ South Gate Residential Resurfacing Phase I & II

BKF RELEVANT SIMILAR PROJECT EXPERIENCE
City of Santa Fe Springs | Street Improvements Design
for Springdale Av Wakeman St John St 4 BKF ENGINEERS

PROJECT MANAGER REQUEST FOR QUOTE

EDUCATION
B.S., Civil Engineering;
University of California,
Irvine

REGISTRATIONS
Registered Professional
Engineer, CA, No. 85563

TOTAL YEARS

EXPERIENCE
12 years, 3 with BKF

BOBBY LIN, PE

CIVIL/TRANSPORTATION PROJECT MANAGER
Bobby brings more than 12 years of experience delivering public works engineering and transportation design projects. His expertise includes civil transportation design for roadway, intersection improvement and enhancements, mobility and connectivity projects, widenings, and safety improvement projects.

His ability to effectively communicate and manage projects and coordinate with stakeholders is keen. In addition to working with public and government agencies, he has also worked with municipality projects under Caltrans guidelines. Bobby will work alongside the Project Manager to ensure project deliverables are met.

SELECT PROJECT EXPERIENCE
Chino Hills Parkway Pavement Rehabilitation
Chino, CA
South Gate Pavement Rehabilitation Phase I & II
South Gate, CA
Lakewood/Florence Intersection Improvements
Downey, CA
Pico Rivera Regional Bikeway Project
Pico Rivera, CA
Yorba Linda/Imperial Highway Intersection Improvement
Yorba Linda, CA

PROJECT MANAGEMENT TEAM
Chris Rideout, PE
Principal in Charge

BKF ENGINEERS
Sheila Amparo, PE, QSD/P
QA/QC Manager

BKF ENGINEERS
Bobby Lin, PE
Project Manager

BKF ENGINEERS
CIVIL + SURVEYING SERVICES GEOTECHNICAL
CIVIL+ROADWAY
Hooman Jalaie, EIT
Engineering Manager

BKF ENGINEERS
Kevin Wakayama, EIT
Project Engineer

BKF ENGINEERS
SURVEY
Nate Parker, PLS
Project Surveyor

BKF ENGINEERS
Sharon Weitzel, LSIT &
Robert Berg
2-man Survey Crew

BKF ENGINEERS
Jelisa Thomas, PE, GE
Geotechnical
Project Manager
GEOCON
PROJECT TEAM +

ORGANIZATIONAL CHART

TOTAL HOURS TOTAL FEE

HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST COST

1.0 Project Management

1.1 Project Management/ Meetings/ Progress Reports/Proejct Controls 1 $251 1 $225 8 $1,720 $0 $0 $0 8 $696 18 $2,892

2.0 Data Collections

2.1 Gather/Research Existing Information $0 $0 1 $215 $0 $0 $0 1 $87 2 $302

2.3 Utility Coordination/Research $0 $0 1 $215 1 $198 2 $322 $0 10 $870 14 $1,605 2.4 Utility Base Mapping $0 $0 1 $215 2 $396 6 $966 4 $564 $0 13 $2,141

3.0 Surveying Services

3.1 Survey Control & Monument Locations $0 $0 2 $430 $0 2 $322 4 $564 $0 6 $1,818 8 $3,134

3.2 Supplemental Topo $0 $0 4 $860 $0 $0 16 $2,256 $0 18 $5,454 20 $8,570 3.3 Right of Way Mapping $0 $0 1 $215 $0 4 $644 18 $2,538 $0 23 $3,397 3.4 Centerline - Record of Survey (NOT INCLUDED) $0 $0 $0 $0 $0 $0 $0 $0 0 $0

4.0 Geotechnical Services

3.1 Prefield Activities $700 $700

3.2 Field Activities $4,300 $4,300 3.3 Laboratory Testing $1,200 $1,200 3.3 Engineering Analysis & Reporting $800 $800

5.0 Engineering Design and Plans, Specifications, and Estimates

3.1 ROM Analysis $0 1 $225 2 $430 2 $396 4 $644 10 $1,410 $0 19 $3,105

3.1 75% Plans and Estimates Submittal $0 1 $225 2 $430 4 $792 12 $1,932 32 $4,512 $0 51 $7,891 3.2 90% PS&E Submittal $0 $0 2 $430 4 $792 10 $1,610 16 $2,256 $0 32 $5,088 3.3 100% PS&E Submittal $0 1 $225 1 $215 2 $396 2 $322 12 $1,692 $0 18 $2,850 AERIAL IMAGERY $200
REIMBURSABLES (Does not include ROS Recordation Fees) $200 Total Budget: 1 $251 4 $900 25 $5,375 15 $2,970 42 $6,762 112 $15,792 19 $1,653 24 $7,272 $7,000 218 $48,375

OPTIONAL ITEMS
TITLE REPORTS (if needed) $7,000 Centerliine -Record of Survey (if neeeded) $6,806 Record of Survey County Recording Fee (Estimate Only) $2,000 $251 $225 $215 $198 $161 $141 $87 $303
2 - MAN SURVEY CREW
TASK NO. Work Task or Item DESCRIPTION PRINCIPAL ASSOCIATE PROJECT MANAGER

CITY OF SANTA FE SPRINGS

STREET IMPROVEMENT DESIGN FOR SPRINGDALE AVENUE

BKF ENGINEERS GEOCON

ENGINEERING MANAGER

PROJECT ENGINEER / PROJECT

SURVEYOR

DESIGN ENGINEER/STAFF

SURVEYOR

PROJECT ASSISTANT
City of Santa Fe Springs | Street Improvements Design for Springdale Av Wakeman St John St

TOTAL HOURS TOTAL FEE

HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST COST

1.0 Project Management

1.1 Project Management/ Meetings/ Progress Reports/Proejct Controls 1 $251 1 $225 8 $1,720 $0 $0 $0 8 $696 18 $2,892

2.0 Data Collections

2.1 Gather/Research Existing Information $0 $0 1 $215 $0 $0 $0 2 $174 3 $389

2.3 Utility Coordination/Research $0 $0 1 $215 2 $396 2 $322 $0 10 $870 15 $1,803 2.4 Utility Base Mapping $0 $0 1 $215 2 $396 6 $966 6 $846 $0 15 $2,423

3.0 Surveying Services

3.1 Survey Control & Monument Locations $0 $0 2 $430 $0 2 $322 4 $564 $0 6 $1,818 8 $3,134

3.2 Supplemental Topo $0 $0 4 $860 $0 $0 16 $2,256 $0 22 $6,666 20 $9,782 3.3 Right of Way Mapping $0 $0 1 $215 $0 4 $644 16 $2,256 $0 21 $3,115 3.4 Centerline - Record of Survey (NOT INCLUDED) $0 $0 $0 $0 $0 $0 $0 $0 0 $0

4.0 Geotechnical Services

3.1 Prefield Activities $700 $700

3.2 Field Activities $4,300 $4,300 3.3 Laboratory Testing $1,200 $1,200 3.3 Engineering Analysis & Reporting $800 $800

5.0 Engineering Design and Plans, Specifications, and Estimates

3.1 ROM Analysis $0 1 $225 2 $430 2 $396 4 $644 12 $1,692 $0 21 $3,387

3.1 75% Plans and Estimates Submittal $0 1 $225 4 $860 4 $792 16 $2,576 32 $4,512 $0 57 $8,965 3.2 90% PS&E Submittal $0 $0 2 $430 4 $792 12 $1,932 20 $2,820 $0 38 $5,974 3.3 100% PS&E Submittal $0 1 $225 2 $430 2 $396 4 $644 12 $1,692 $0 21 $3,387 AERIAL IMAGERY $200
REIMBURSABLES (Does not include ROS Recordation Fees) $200 Total Budget: 1 $251 4 $900 28 $6,020 16 $3,168 50 $8,050 118 $16,638 20 $1,740 28 $8,484 $7,000 237 $52,651

CITY OF SANTA FE SPRINGS

STREET IMPROVEMENT DESIGN FOR JOHN STREET

BKF ENGINEERS GEOCON

ENGINEERING MANAGER

PROJECT ENGINEER / PROJECT

SURVEYOR

DESIGN ENGINEER/STAFF

SURVEYOR

PROJECT ASSISTANT
City of Santa Fe Springs | Street Improvements Design for Springdale Av Wakeman St John St

TOTAL HOURS TOTAL FEE

HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST HRS COST COST

1.0 Project Management

1.1 Project Management/ Meetings/ Progress Reports/Proejct Controls $0 $0 8 $1,720 $0 $0 $0 4 $348 12 $2,068

2.0 Data Collections

2.1 Gather/Research Existing Information $0 $0 1 $215 $0 $0 $0 1 $87 2 $302

2.3 Utility Coordination/Research $0 $0 $0 1 $198 2 $322 $0 4 $348 7 $868 2.4 Utility Base Mapping $0 $0 1 $215 1 $198 2 $322 6 $846 $0 10 $1,581

3.0 Surveying Services

3.1 Survey Control & Monument Locations $0 $0 1 $215 $0 2 $322 4 $564 $0 6 $1,818 7 $2,919

3.2 Supplemental Topo $0 $0 1 $215 $0 $0 8 $1,128 $0 8 $2,424 9 $3,767 3.3 Right of Way Mapping $0 $0 1 $215 $0 2 $322 6 $846 $0 9 $1,383 3.4 Centerline - Record of Survey (NOT INCLUDED) $0 $0 $0 $0 $0 $0 $0 $0 0 $0

4.0 Geotechnical Services

3.1 Prefield Activities $700 $700

3.2 Field Activities $4,300 $4,300 3.3 Laboratory Testing $1,200 $1,200 3.3 Engineering Analysis & Reporting $800 $800

5.0 Engineering Design and Plans, Specifications, and Estimates

3.1 ROM Analysis $0 $0 2 $430 1 $198 1 $161 2 $282 $0 6 $1,071

3.1 75% Plans and Estimates Submittal $0 $0 2 $430 2 $396 6 $966 16 $2,256 $0 26 $4,048 3.2 90% PS&E Submittal $0 $0 2 $430 1 $198 4 $644 12 $1,692 $0 19 $2,964 3.3 100% PS&E Submittal $0 $0 1 $215 1 $198 2 $322 8 $1,128 $0 12 $1,863 AERIAL IMAGERY $200
REIMBURSABLES (Does not include ROS Recordation Fees ) $200 Total Budget: 0 $0 0 $0 20 $4,300 7 $1,386 21 $3,381 62 $8,742 9 $783 14 $4,242 $7,000 119 $30,234

CITY OF SANTA FE SPRINGS

STREET IMPROVEMENT DESIGN FOR WAKEMAN STREET

BKF ENGINEERS GEOCON

ENGINEERING MANAGER

PROJECT ENGINEER / PROJECT

SURVEYOR

DESIGN ENGINEER/STAFF

SURVEYOR

PROJECT ASSISTANT
City of Santa Fe Springs | Street Improvements Design for Springdale Av Wakeman St John St

CONTACT

CHRIS RIDEOUT, PE
Principal in Charge
(949) 526-8462
[email protected]
ITEM # 5

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Fernando N. Muñoz, CMC, Deputy City Clerk
SUBJECT: ESTABLISH AN AD-HOC COMMITTEE TO STUDY A POTENTIAL PARCEL TAX ON THE NOVEMBER 2024 ELECTION AND APPOINT
TWO (2) COUNCILMEMBERS TO SERVE ON THE COMMITTEE
DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council:
1) Approve the establishment of an ad-hoc committee to study a potential parcel tax for the November 2024 election; and
2) Appoint two (2) Councilmembers to serve on the ad-hoc committee.

FISCAL IMPACT
N/A

BACKGROUND
The financial stability of our City is increasingly under pressure due to various factors, including rising operational costs, increased demands for essential services, and potential revenue shortfalls. A parcel tax, if well-structured and adequately communicated to the public, could play a vital role in securing the necessary resources for our community's well-being and future growth.

It is recommended that the City Council establish an ad-hoc committee with a specific focus on studying the feasibility of a parcel tax for the November 2024 election. The committee’s primary responsibilities would include:

CITY COUNCIL AGENDA REPORT – MEETING OF November 7, 2023 Ad-hoc Committee for Parcel Tax in November 2024 Page 2 of 2  Identifying key areas where additional funding is needed.  Conducting research on parcel taxes in other municipalities to determine best practices.
 Engaging with community stakeholders and residents to gather their input and address concerns.
 Drafting a comprehensive proposal for a potential parcel tax, including proposed rates, exemptions, and a spending plan.
 Developing an outreach and communication strategy to ensure the public is wellinformed about the parcel tax's intended use and benefits.

It is suggested that two Councilmembers be appointed to serve on the committee. These Councilmembers will bring their experience, knowledge of City operations, and insights into the process. They will work to carry out the duties outlined above.

The ad-hoc committee's work will begin immediately upon its formation and will conclude upon the submission of the final parcel tax proposal to the City Council for consideration, with the aim of having it placed on the November 2024 election ballot.

ANALYSIS
N/A

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
N/A
ATTACHMENT(S):

N/A
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

ITEM # 6

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Lana Dich, Director of Finance & Administrative Services SUBJECT: Software Agreement with Kronos SaaShr, Inc., (a UKG Company) for a Workforce Management and Payroll Solution
DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council:
1) Incorporate Workforce Management and Payroll System implementation as a CIP within the current Fiscal Year (FY) 2023-24 CIP Program; 2) Authorize the City Manager to execute a Software as a Service (SaaS) Agreement with UKG Company (UKG) for a Workforce Management and Payroll Solution for FY 2023-24;
3) Authorize the City Manager to execute four optional one-year amendments for FY 2024-25 through 2027-28;
4) Appropriate $60,000 from the FY 2023-24 General Fund reserve to project FA24002 for the Workforce Management and Payroll Solution.

FISCAL IMPACT
The total fiscal impact of the contract with UKG for FY 2023-24 is approximately $60,000 for six months, including a one-time cost of $14,500 for implementation and training.

The annual license fee varies depending on the number of active employees and is quoted at approximately $86,000 for 300 employees. The General Fund will absorb the one-time implementation and training cost and the monthly license fee for FY 2023-24.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Software Agreement with Kornos SaaShr, Inc., (a UKG Company) for a Workforce Management and Payroll Solution

Page 2 of 5 ends

BACKGROUND
In 2016, the City issued a Request for Proposal (RFP) for a comprehensive Enterprise Resource Planning (ERP) solution to meet the City’s needs and replace the legacy finance system. The City received only one proposal from Tyler Technologies, Inc (“Tyler”) for their MUNIS product line. Tyler also offered a solution for their Microsoft Dynamics AIX solution that was reviewed and subsequently eliminated for consideration, as it did not offer a complete solution according to the City’s requirements.

The City contracted with Tyler to license the use and implement a citywide enterprise resources planning software system. The scope of the proposal included the following software modules:
o Financial Applications such as General Ledger, Accounts Payable, Accounts Receivable/Billing, Cash Receipts/Point of Sale, Budgeting, Fixed Assets, Grants and Project Tracking.
o Purchasing Related Applications such as Purchasing with Bid Management, Requisitions, Contract Management, and Inventory. o Payroll Related Applications such as Payroll, Human Resources including leave management, labor relations, employee self-service, training and employee evaluation tracking, and Timekeeping/Employee Scheduling. o Utility Billing.
o Business License.

In March 2018, the City implemented the Financial and Purchasing applications.

Subsequent to the first phase of the implementation, the City terminated the Utility Billing and Business License applications. Payroll and Human Resource applications are pending implementation.

One Time and On-Going Costs
Fiscal Year One Time Costs On-Going (2) Total Annual
FY 2023-24 (1) 14,500 39,474 53,974
FY 2024-25 78,948 78,948
FY 2025-26 78,948 78,948
FY 2026-27 78,948 78,948
FY 2027-28 78,948 78,948
FY 2028-29 (1)(3) 80,527 80,527
Total 435,793 435,793
(2) An uplift 4% will be added after the fifth year
(1) Start Mid-year, half of the annual cost
(2) Cost is quoted based on 300 employees
CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Software Agreement with Kornos SaaShr, Inc., (a UKG Company) for a Workforce Management and Payroll Solution

Page 3 of 5 ends

Unfortunately, Tyler Payroll application’s functionalities have not worked as planned. Staff from both the Finance and Human Resources departments have reviewed demonstrations from multiple timekeeping and human capital management systems and are recommending UKG software to enable the City to implement an electronic, webbased timekeeping system including: leave and overtime requests, payroll, and human resources modules capable of managing various leaves, new employee onboarding, benefits, performance, Affordable Care Act (“ACA”) manager and training programs.

In accordance with the City’s purchasing policy section 34.19 (C), staff is proposing to utilize a cooperative agreement competitively solicited through Omnia Partners.

ANALYSIS
NA

ENVIRONMENTAL
NA

DISCUSSION
The City currently relies on a 40-year-old, outdated, paper-based processes for payroll and human resources functions including employee timecards, overtime and leave requests, employee benefit and leave management, withholding changes, as well as coordination of mandated citywide training. These processes are time-consuming, vulnerable to human error, and are challenging to coordinate due to the complexity of work schedules, particularly for public safety employees.

This system does not have the capability for workflow for approvals of changes. The proposed system allows employees to enter timecards electronically, make changes to their records such as address or withholding changes, view W2’s and past pay stubs online. In addition, the current finance system is challenging to extract data and is not user-friendly. While the system is operational, it lacks more sophisticated features commonly found in most present-day systems, and is increasingly difficult to support as computer hardware components become scarcer.

Over recent months, the City Manager, Finance, Human Resources, and Information Technology staff reviewed UKG products for online timekeeping, payroll and human resources functions. The team agreed that UKG products would be the best tool for the City to modernize operations, save significant staff time, and reduce the potential for human error. In addition, UKG software is a cloud-based solution, that will not require any investment in additional or updated system hardware. The UKG system offers many valuable features including the following capabilities:

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Software Agreement with Kornos SaaShr, Inc., (a UKG Company) for a Workforce Management and Payroll Solution

Page 4 of 5 ends

 Electronically submit and approve timecards via an app or web-based portal.  Electronic overtime request and leave submission and approval.  To process payroll in the UKG system with seamless integration of timekeeping data.
 Allow employees to review pay stubs and W2 information through an employee portal.
 Allow Human Resources to onboard new employees.
 Allow employees to select benefits during open enrollment.  Allow Human Resources to manage training and recruitment programs more effectively.
 Allow staff to proactively administer compliance strategy.

The UKG Project Implementation goals are to make the City more efficient in its operations and more accessible and responsive to City employees through:
 Streamlining, automating, and integrating business processes and practices.  Providing tools to produce and access information in a real-time environment.  Enabling and empowering users to become more efficient, productive and responsive.
 Successfully overcoming current technological challenges and meeting future goals of the City.

The UKG Ready program is considered one of the premier Workforce Management and Payroll Solution in the public sector, specifically built for the local government. UKG has over 20,500 customers nationally and 306 of those in California. Examples of local clients that have purchased the UKG software or approved the purchase of the software include:

City and County of San Francisco
City of Alhambra
City of El Monte
City of Hanford
City of Huntington Beach
City of Long Beach
City of Ontario
City of Rialto
City of San Jose
City of Santa Cruz
City of Santa Monica
City of Westminster
Los Angeles Homeless Services Authority
MetroLink
Union Sanitary District
CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Software Agreement with Kornos SaaShr, Inc., (a UKG Company) for a Workforce Management and Payroll Solution

Page 5 of 5 ends

Staff is recommending the procurement of the UKG Ready program through the OMNIA Partners Cooperative Contract for Workforce Management and Payroll Solution.

Implementation of the software can take up to six months, with UKG providing technical support and experience to implement the system and train City staff.

SUMMARY/NEXT STEPS
UGK has advised following award of the contract, the project kickoff between City staff and UKG would be scheduled for December 2023/January 2024. In alignment with the kickoff meeting a detailed project schedule/timeline would be finalized identifying key deliverables throughout the project.

The implementation of a new Workforce Management and Payroll System is an extensive and elaborate process involving key City staff and the selected vendor. The project has an estimated six-month timeline, and as such will require participation of staff from Finance, Human Resources, and Information Technology. To ensure project success, the Department might bring contract support, when necessary, to limit interruption during implementation.

ATTACHMENT(S):

A. Attachment A - UKG Professional Services Engagement
B. Attachment B - Kronos SaaShr, Inc., (a UKG Company) Partners Cooperative Contract
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

Quote#: Q-201190

Page 1 ends

ORDER FORM
Quote#: Q-201190 Order Type: Quote
Expires: 25 Nov, 2023 Date: 02 Nov, 2023
Sales Executive: David Yacoubian
Effective Date: Effective as of the date of last signature of this Order Customer Legal Name:

CITY OF SANTA FE SPRINGS
Customer Legal Address:
11710 TELEGRAPH RD, SANTA FE SPRINGS, CA 90670-3679
USA
Bill To: CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670-3679 USA
Ship To: CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670-3679 USA
Bill To Contact: Ship To Contact: Lana Dich
Ship to Phone: 562-868-0511
Ship to Mobile:

Contact: Lana Dich
Email: [email protected]

Currency: USD Shipping Terms: Shipping Point
Customer PO Number: Ship Method: FedEx Ground
Solution ID: 6202132 Freight Term: Prepay & Add
Initial Term: 60 months
Uplift Percent: 4 %
Renewal Term: 12 months
Payment Terms: Net 30 Days
Billing Start Date: 90 Days from the Effective Date
Subscription Services
Billing Frequency: Monthly in Arrears
Subscription Services Quantity PEPM Monthly Price
UKG READY TIME 300 USD 3.78 USD 1,134.00
UKG READY ACCRUALS MANAGER 300 USD 0.63 USD 189.00
UKG READY LEAVE 300 USD 0.95 USD 285.00
Quote#: Q-201190

Page 2 ends

Subscription Services Quantity PEPM Monthly Price
UKG READY HR 300 USD 3.78 USD 1,134.00
UKG READY BENEFITS 300 USD 3.47 USD 1,041.00
UKG READY LEARNING 300 USD 2.21 USD 663.00
UKG READY PAYROLL 300 USD 3.78 USD 1,134.00
UKG READY ACA MANAGER 300 USD 0.32 USD 96.00
UKG READY COMPENSATION 300 USD 0.63 USD 189.00
UKG READY PERFORMANCE 300 USD 0.63 USD 189.00
UKG READY INTEGRATION HUB 1 USD 0.00 USD 0.00
GREAT PLACE TO WORK CERTIFICATION - ASSESS TIER 1 USD 0.00 USD 0.00 UKG READY PAYROLL SERVICES 300 USD 1.75 USD 525.00
Total Price USD 6,579.00
One Time Setup Fee
Billing Frequency: Billed 100% upon signature of the order form Item Total Price
One Time Setup Fees USD 14,500.00
Quote Summary
Item Total Price
Minimum Monthly SaaS Service & Equipment Rental Fee USD 6,579.00 Item Total Price
Minimum Annual SaaS Service & Equipment Rental Fee USD 78,948.00 Item Total Price
Total One Time Fees USD 14,500.00
Order Notes:

This order entered into between the Customer and Kronos SaaShr, Inc. (a UKG company) is subject to the terms and conditions of the Master Agreement Reference #18221 dated March 18th, 2019 between the Lead Agency (acting as "Owner") and Kronos SaaShr, Inc. (as the "Contractor"), as amended (collectively referred to as the “US Communities Agreement #18221”).

The Attachment 1 is included with this Order Form.

Customer agrees that additional fees may be invoiced and owed if Customer incurs fees as outlined in https://www.ukg.com/ukgpayroll-services-miscellaneous-pricing-schedule-August2019 (“Attachment 2”).

The Professional Services Engagement Overview attached to this Order Form is a summary for the implementation services to be Quote#: Q-201190

Page 3 ends

provided by UKG for the UKG Ready Setup Fees set forth on this Order Form.

Great Place to Work Certification – Assess Tier is subject to the Agreement and the supplemental terms located at:
http://www.ukg.com/supplement/GPTWCertification.

The amount specified on this Order Form to be paid by Customer for its annual advance payment reflects Customer’s minimum annual fees to be paid to UKG. Additional fees may be invoiced and owed on a monthly basis if Customer’s actual usage of the Applications exceeds the minimum number of employees for which Customer is making its annual advance payment.

The fees for the Subscription Services are invoiced 60 days prior to the Billing Start Date.

Telestaff integration is included within the one time setup fees listed below.

Quote#: Q-201190

Page 4 ends

IN WITNESS WHEREOF, the parties have caused this Order to be executed by their authorized representatives and shall be effective as of the date of the last signature below.

CITY OF SANTA FE SPRINGS Kronos SaaShr, Inc.

Signature: /CS1/______________________________

Signature: /KS1/_____________________________
Name: /CN1/______________________________ Name: /KN1/_____________________________ Title: /CT1/______________________________ Title: /KT1/_____________________________ Date: /CD1/______________________________ Date: /KD1/______________________________ The monthly price on this Order has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. Due to the rounding calculations, the actual price may not display as expected when displayed on your Order. Nonetheless, the actual price on your invoice is the true and binding total for this Order for purposes of amounts owed for the term.

November 2,
2023
Professional Services Engagement Overview
Purpose and Overview of Engagement
This Professional Services Engagement Overview outlines the scope of services to be provided by Kronos for the Setup Fees indicated on the applicable Order for, to CITY OF SANTA FE SPRINGS (“Customer”) related to the Core Modules, Value-add Modules, and/or Optional Services contained in the document. Our Professional Services engagements are designed to help our Customers successfully implement your Core Modules, aswell as enable you to easily layer Valueadd Modules and functionality over time based on your priorities, schedule, and resources.

The Ready® Professional Services engagement described herein is fixed price based and is subject to the terms and conditions governing your Ready – Software as a Service (the “Agreement”). Unless otherwise defined herein, words and expressions defined in the Agreement shall have the same meaning in this Professional Services Engagement Overview.

Your Ready SaaS Solution
CITY OF SANTA FE SPRINGS and Kronos are deploying the following Ready modules with 4 location(s), 1 EINS and 3 collective bargaining agreements(s).

Core Modules Employees Deployments Estimated Duration
UKG READY TIME 300 1
UKG READY ACCRUALS MANAGER 300 1
UKG READY HR 300 1
UKG READY PAYROLL 300 1
UKG READY PAYROLL SERVICES 300 1
124 Days
Value Add Modules Employees Deployments Estimated Duration UKG Ready Learning 300 1 60 Days
UKG Ready ACA Manager 300 1 15 Days
UKG Ready Compensation 300 1 15 Days
UKG Ready Performance Management 300 1 30 Days
UKG Ready Leave 300 1 30 Days
CITY OF SANTA FE SPRINGS and Kronos Collaboration
A successful Professional Services Engagement will require close collaboration between CITY OF SANTA FE SPRINGS and Kronos. The Kronos Professional Services team is equipped to help keep you on target for meeting project milestones and requirements, as well as to assist you in configuring and deploying the Ready solution that meets your organization’s specific requirements. Your organizations participation and commitment to the project goals and timeline are critical to help ensure success.

The Estimated Duration stated above is an estimate based upon our experience with our customers and products.

Depending upon the preparation and engagement of your organization, there may be opportunity to accelerate the completion of this engagement. However, the Estimated Duration may be exceeded based on the level of preparedness, bandwidth, and skill level of your available resources. Other examples that may extend the Estimated Duration include:
separate deployments of the solution, having a unionized workforce, and policies that vary across employee groups.

Core Functionality Deliverables
Working in close collaboration, CITY OF SANTA FE SPRINGS and Kronos will deploy the following core modules and functionality in 124 estimated days from project kick-off. Any quantified deliverables listed herein are based on services deliverables and are not to be considered system constraints.

Ready Core Kronos Delivered Value
UKG Ready Time UKG Ready Time deployment gets you started with the ability to accept punches and pay employees accurately through these core components:
• Total Cost Centers
• Profiles
• Timesheet
• Time Off Request
• Pay Calculations
• Pay Prep
• Security
• Points
• Tables
• Rate
• Holiday
• Manager Levels
• Employee Perspective Scorecards
• Workflows
• Time Off Requests
• Timesheet Change Requests
• Schedules
• Daily Rules
• Work Schedule Profiles
• Pay Periods
• Counters
• Time Off Categories
• Reports
• 61 commonly used pre-configured reports are included in the implementation
• Kronos will configure up to 5 additional custom reports using the standard functionality in thesoftware
• Timekeeping Admin Training
UKG Ready Accruals
Manager
UKG Ready Accruals Manager adds comprehensive accrual administration to UKG Ready Time by automatically enforcing your time off policies through:
• Consistent enforcement of policy
• Configurable calculation methods & grants
• Time-Off routing & approval workflow (requires UKG Ready Time) • Time-Off requests at data collection devices
• Automatic updates to schedule & timecard (requires UKG Ready Time) • Visibility to projected balances
• Automatic balance reduction (requires UKG Ready Time or UKG Ready Payroll)
• View time-off calendars for groups
• Mobile access
• One-Time data load using customer-supplied data for current year in a standard Kronos-supplied format
• Configure accruals profiles and assign to employees
Please note that UKG Ready Accruals Manager requires UKG Ready Time.

UKG Ready HR UKG Ready HR core functionality deployment gets you started by establishing HR as the system of record for employees, one of
the most important foundational components, through:
• Core employee demographics
• Onboarding
• Checklists
• Up to 10 will be configured by the Kronos project team, however the Customer can configure asmany as needed
• Personnel management
• Benefits administration
• Open enrollment / life event
• Work Flows
• Up to 10 will be configured by the Kronos project team, however the Customer can configure asmany as needed
• HR documents & forms
• Up to 10 custom forms will be configured by the Kronos project team, however the Customer canconfigure as many as needed • Incident tracking
• Certification / Credential
• Asset management
• Compliance reporting
• Standard reporting
• One-Time data load using customer-supplied data for current year in a standard Kronos-supplied format
• Interface bundle using customer supplied data in standard file formats • HR Admin Training
UKG Ready Payroll UKG Ready Payroll deployment gets you started with the end-to-end payroll process with the ability to calculate gross-to-net, pay employees, make adjustments and export data needed for tax filing (if using a provider other than UKG Ready Payroll Services) through:
• Pay Period Profiles
• Up to two Parallel Payroll Tests
• Company Tax Setup (Jurisdictions)
• Custom Exports/Reports
• Company Deduction Types
• Company Earning Types
• Configure Default Banks
• Workers Comp Types
• Payroll History up to 4 Quarter of Current Year
• All Payroll Configurations Include:
• Standard Dashboard Widgets
• Global Payroll Settings
• Standard Notifications
• GL Set Up
• In-house manual check printing
• Employee Imports
• Vendor Payments (ACH/Check)
• Payroll Administrative Training
Please note: If UKG Ready Payroll Services module has been purchased, see UKG Ready Payroll Services deliverables in this document. If UKG Ready Payroll Services module has not been purchased, Kronos will configure tax filing options for one of the following vendors – BSI, ADP, Ceridian.

UKG Ready Payroll Services UKG Ready Payroll Services deployment prepares you to manage post payroll calculation functions utilizing the services as indicated in the Payroll Processing Addendum through:
• Election of services
• Confirmation of Funding method
• Testing of Funding bank account
• Tax Account ID, Frequency & Rate*
• Balancing Current Year Payroll Tax Payments
• Collection of Power of Attorney forms for all jurisdictions • Delivery policy configuration
• Shipping account authorization and configuration
• Confirmation Multi-state new hire registration (if applicable) • Master Vendor maintenance
• Payroll Processing Notifications
• Tax Code configuration verification reporting
• UKG Ready Payroll Services New administrator training *Services can only be provided for tax accounts with valid Tax ID provided Please note: It is the responsibility of the customer to provide all requested information including year-to-date payroll andtax payment information, valid tax account ID’s for all active tax jurisdictions and requested Power-of-attorney forms.

UKG Ready Benefits UKG Ready Benefits deployment gets you started with the end-to-end benefit administration process with the ability to automate carrier connectivity through:
• Employee Self-Service capabilities including open enrollment/life events • Dependent and beneficiary record keeping
• Drag-n-Drop scheduling tools
• One time data load of benefit enrollments, including dependents and beneficiaries
• Benefit maintenance training
• 10 carrier feeds including benefit providers, COBRA connectivity to a TPA, and Financial Connectivity (Each file needed, even to the same vendor, will count as one feed)
• Smart Forms
• Standard Reporting
Please note: UKG Ready Benefits requires UKG Ready HR for benefit plan feeds and UKG Ready Payroll for retirement/401(k) feeds

Value-Add Functionality Deliverables
Once your core functionality is deployed, Kronos will work in close collaboration with CITY OF SANTA FE SPRINGS to deploy the following Value-Add modules and/or functionality over time in short, agile deployments aligned with your priorities, schedule, and resources:

Value-Add Kronos Delivered Value
UKG Ready Leave UKG Ready Leave adds comprehensive leave administration through:
• Federal & state leave policy enforcement
• Employer-specific leave policy enforcement
• Qualifying questionnaire
• Leave eligibility, type & duration determination
• Leave case routing workflow
• Leave case life cycle monitoring
• Leave hour interface with timesheets
• Employee self-service leave request & history
• Standard reporting & email notification alerts
• One-Time data load using customer-supplied data – current leave cases, leave case entries & entitlementbalances in a standard Kronos-supplied format
Please note: This module provides maximum value when used with UKG Ready Time, UKG Ready Accruals & UKG Ready HR.

UKG Ready ACA Manager UKG Ready ACA Manager provides proactive administration of your ACA compliance strategy across the Ready solution through:
• Configurable time periods & rules
• Set measurement periods & hours threshold
• Calculation of employee ACA full-time (FT) status
• Identify employees ACA standing by month
• Flag part-time (PT) employees approaching ACA FT status • Flag ACA FT employees no longer qualifying
• Calculation of plan’s affordability*
• Settings for minimum value plan**
• Year-End government compliant forms
• Standard ACA compliance reporting
• One-Time Data load using customer-supplied data – EE hours for look back in a standard Kronos-supplied format
*ACA Function requires UKG Ready Payroll
**ACA Function requires UKG Ready HR
Please note: This module provides maximum value when used with UKG Ready Time, UKG Ready HR & UKG Ready Payroll.

UKG Ready Compensation UKG Ready Compensation automates the entire compensation management process from defining programs and guidelines through budgeting and modeling to routing proposals for approval through:
• Configurable compensation cycles
• Tie compensation to performance outcomes
• Import/export Excel-based compensation proposals
• Routing & approval workflows
• Complete compensation process visibility
• Budget vs. proposed comparison
Please note: UKG Ready Compensation requires UKG Ready HR.

UKG Ready Performance UKG Ready Performance provides performance management process from defining programs and guidelines through budgeting and modeling to routing proposals for approval through:
• Full Performance Configuration
• Up to 3 review profiles will be configured by the Kronos project team, however the Customer can configure as many as needed
• Performance Development - Customer will be trained on how to setup Goal Categories, Goal Types and howto assign them to Employees. Customer will be responsible for the setup of each development area.

Please note: UKG Ready Performance requires UKG Ready HR.

UKG Ready Integration Hub UKG Ready Integration Hub enables data to flow between Ready and 3 rd party
applications and/or vendors. If the 3
rd party application and/or vendor does not
accept the standard Ready formatting and/or methods for automated delivery, a formatted file will be delivered instead. The customer is responsible for providing import files to Kronos in the standard Ready format and utilizing the standard Ready delivery method. Kronos will deliver a standard bundle of up to 5 interfaces as part of this project. Each direction (to/from) any 3
rd party system and Kronos is
considered a separate interface. Interfaces will be accomplished via standard file Exchange. Customer will work with Kronos and 3
rd party vendors to facilitate design
and testing. The Method of the file exchange will be determined by UKG Ready Professional Services Delivery Team. Kronos will provide standard Import/Export files using UKG Ready Integration Hub. Customer will work with the 3 rd parties and Kronos
to provide the data in the Kronos format for imports. Kronos will create a report from standard Ready fields in the 3
rd party format to send to the 3rd party system.

The types of interfaces/integrations that can be supplied under this project include:
• UKG Ready Time Interface bundle using customer-supplied data in standard file formats
• UKG Ready Accruals Interface bundle using customer-supplied • UKG Ready Scheduler Interface bundle using customer-supplied data in standard file formats
• Employee Availability Import from 3
rd party system
• Schedule detail export
• UKG Ready HR Interface bundle using customer-supplied data in standard file formats
• Benefit enrollment exports
• Employee deduction election imports
• Employee demographic exports
• UKG Ready Payroll Interface bundle using customer-supplied data in standard file formats
• ACH payroll employee direct deposit file exports
• ACH payroll payment for vendors (e.g. 401k, HSA, garnishments, etc.)
• Payroll employee withholding amount exports
• Pension enrollment export (e.g. 401k)
• Pension census export (e.g. 401k
• New hire reporting export
• Positive pay export
• Payroll journal export to G/L, 1 acct structure
• Tax payment & filing Interface
Kronos will use commercially reasonable effort to ensure all integrations/interfaces provide for the vendors below are designed in a manner which they can successfully pass data contained in standard Ready data fields to said 3
rd party vendor and/or can accept data from said 3rd
party vendor into Ready standard data fields. Below are some examples of interfaces which are typically part of the Integration Hub. Vendors and integration types may vary by customer.
• John Hancock Retirement Planning Service
• Blue Cross Blue Shield of Texas
• HSA Bank
• Discovery Benefits
• Bankers Fidelity
• The Standard
Please note: Non-standard, multi-directional, or API based integrations/interfaces are not included in the scope of this project. Custom Reports that cannot be delivered through the standard software functionality are also not included. If suchintegrations or reports are required, a separate quote will be provided after all requirements and specifications have been received.

UKG Ready Learning UKG Ready Project Team Configuration of:
• Creation of Learning Academy
• Learning Profile assignments
• Bulk Upload of Employee information to LMS
• Security settings
UKG Ready Project Team will provide training enabling client to Administrate:
• Content creation
• Addition of Courses, Exams, OJTs and Polls
• Assignment of courses to individuals or groups of employees • Dashboard configuration for employees, managers, and administrators • Reporting functionality
Administrator and Super User Training
Included in each Customer’s software subscription, Kronos will provide the following training:

Ready Core Training Kronos Delivered Value
Administrator and Super User Training Each Customer will have access to:
• Learning Center, Ready’s learning management system and training delivery platform, for each user. Learning experiences found within include, but not limited to:
• Interactive self-paced, on-demand modules
• “How to” videos and snippets
• Printable job aids
• Recommended learning plan(s) aligned to each user’s roles within Ready
• Online, public instructor-led class(es)
• “Train the Trainer” enablement and materials
• Editable templates and tools to be leveraged by the
administrators to deliver manager and employee training • Manager and employee-focused job aids for common
tasks within Ready
Change Management and User
Adoption Training
Each Customer will have access to:
• Change management training for the project team on building a change management plan for Customer’s organization
• Change management toolkit that includes pre-populated templates and supporting resources to be leveraged to deliver Customer’s change management plan
Assumptions & Notes
Kronos has used the following assumptions and dependencies in preparing this Professional Services Engagement Overview:
• All services will be delivered remotely, unless otherwise stated in the Order Form or this Professional Services Engagement Overview.
o Please note that In the event that Customer requests Kronos to travel to Customer's location during the implementation, Customer agrees to pay any travel expenses, such as airfare, lodging, meals and local transportation, incurred by Kronos.
o Such expenses shall be subject to the then-current standard Kronos travel and expense policies, which Kronos will provide toCustomer upon request.
o Kronos shall bill Customer for such travel expenses and payment thereof shall be due net thirty (30) days from date of invoice.
• The project kick-off date will be determined based on complexity of the implementation and resource availability, and may occur up to 30 days after a Ready Order Form is executed by the Customer. • The customer agrees to accept specific responsibilities as part of this project including:
o Completing all required, Kronos supplied templates used to complete the Discovery process o Physical installation and/or mounting of all time clocks associated with this project.  Kronos will complete the configuration of up to 5 clocks and will provide training to the Customer’s staff to replicateadditional configurations
 The Customer will configure any additional clocks unless otherwise agreed upon by both parties o Configuring the Customer’s network to allow inbound/outbound communications to and from the clocks, based on specificationsprovided by Kronos
o Providing all required tax and wage history information (when applicable) for the configuration of Tax Filing services
o Providing all required data imports in the approved Kronos format o Providing all required specifications for any exports from Kronos to a 3rd party system • Prior to the start of the configuration build, the Customer will confirm (in writing) the business and technical requirements of the project as part of the Ready Professional Services Discovery process. • Kronos will communicate with Customer’s Project Manager, the appointed Point of Contact for Customer on this project. He/she will be responsible for all communications and project management among all Customer parties (staff, vendors, consultants) and for the escalationand resolution of any issues for Customer. • Customer is responsible for all hardware, software, and services provided by other consultants or third party vendors that may also beinvolved with the project. • Kronos will not be responsible for troubleshooting the Customer’s environment such as their operating system, hardware resources,database schema, or any applications and/or hardware not provided by Kronos.
• Change Orders are subject to scope review and may impact the project timeline or cost. If additional work beyond the initial scope of thisProfessional Services Engagement Overview is required as a result of a Change Order, the Customer may be charged.
• During the testing phase, the customer will be responsible for leading testing and providing documentation of testing results back to theKronos implementation team.

Project Delays
Should the need arise to place a project on hold due to issues not controlled by Kronos, Kronos will collaborate with a client to ensure appropriate project hold/delay procedures are executed. Secondly, Kronos reserves the right to execute project hold/delay procedures as a result of, but not limitedto (1) a client not attending or cancelling more than three scheduled meetings or (2) if the client has been unable to contribute required deliverables to milestones to close the project or (3) has become non-responsive after 10 business days. Please note that any project hold and/or delays, whetherapproved or otherwise, will not impact the Fees and Payment Terms of the Agreement unless otherwise agreed to by both parties.

When resuming the project Kronos will follow normal assignment and staffing procedures. This may result in a new or modified project team based on resource availability at the time of re-engagement.

Change Orders
Requests for change to this Professional Services Engagement Overview or the project it covers must be submitted to your Kronos Sales Executive and UKG Ready Consultant in writing.

Any of the following items will be considered Out of Scope and require a Change Order:
• Material changes in the Scope or effort (i.e. # of deployments or EIN’s, request of onsite assistance, etc.) • Material changes in the number or type of Deliverables to meet the defined scope of effort (i.e. additional integrations, profiles, etc.)
• Changes to the project resource requirements
• Changes to scheduled dates after acceptance of the Project Plan Kronos will estimate the time and fixed cost needed to implement the change and the impact it may have on the delivery of project covered under thisProfessional Services Engagement Overview. Kronos will perform the requested work once the Change Order has been completed and signed by the Customer.

Completion Criteria
The project covered under this Professional Services Engagement Overview will be considered complete when any one of the following completion criteria is met. Once one of these is met, no further work will be completed. If additional work is required, a Change Order or new Professional ServicesEngagement Overview must be generated.

Completion Criteria:
• The Customer has approved in writing
• The system has been used to generate, retain, or export data that is used to produce a live pay statement for an active employee
• More than twelve (12) months has passed since the date of signature of the Ready Order Form The Customer may provide approval in writing via email or an alternative agreed upon method.

Rev 08082018
Attachment 1
Covered Entities
Company Name FEIN Address City State Zip

COBB COUNTY, GA
Contract #18221
for
Workforce Management Systems and Related Products,
Services and Solutions
with
Kronos SaaShr, Inc.

Effective: March 18, 2019
The following documents comprise the executed contract between the Cobb County, GA, Kronos SaaShr,Inc., effective March 18, 2019:

I. Vendor Master Agreement Reference No. 18221 and
Signature Form
II. Kronos SaaShr, Inc.Terms and Conditions for
Participating Public Agencies

1 KRONOS TERMS AND CONDITIONS FOR PARTICIPATING PUBLIC AGENCIES ADMINISTERED BY US COMMUNITIES (092018)

KRONOS TERMS
A PARTICIPATING PUBLIC AGENCY (“CUSTOMER”), BY SIGNING AN ORDER FORM OR PURCHASE ORDER WITH KRONOS SAASHR INC., AGREES TO THE APPLICATION OF THESE TERMS AND CONDITIONS FOR ALL PRODUCTS, SERVICES AND OFFERINGS SET FORTH ON SUCH ORDER FORM (OR PURCHASE ORDER) WHICH REFERENCES THESE TERMS AND CONDITIONS.

SECTION A: GENERAL TERMS AND CONDITIONS. This Section apply for all transactions.

SECTION B: KRONOS WORKFORCE READY SAAS TERMS AND CONDITIONS. This Section applies only for Workforce Ready transactions.

SECTION C: PAYROLL PROCESSING SERVICES. This Section applies to the Workforce Payroll Services. 2 SECTION A: GENERAL TERMS AND CONDITIONS

1. APPLICATION OF THESE TERMS
These terms and conditions apply to each order accepted by Kronos SaaShr Inc. (“Kronos”) from an eligible Participating Public Agency (“Customer”) for all Kronos Equipment, Software, Professional and Educational Services, Support and such other Kronos offerings, as specified on an order form (an “Order”).

In addition to the terms set forth in this Section A: General Terms and Condition, the following sections apply for the specific offering referenced:
(i) Section B shall apply to the Workforce Ready Saas Orders; and (ii) Section C shall apply to Workforce Payroll Services.

All orders are subject to the approval of Kronos’ corporate office in Lowell, Massachusetts. This Agreement and the Order Form shall supersede the pre-printed terms of any Customer purchase order or other Customer ordering document, and no such Customer pre-printed terms shall apply to the items ordered.

2. APPLICABLE LAWS
This Agreement shall be governed by the state law in which Customer is based, provided however, if such jurisdiction has adopted the Uniform Computer Information Transactions Act (UCITA), or such other similar law, the parties expressly agree to "opt-out" of and not be governed by UCITA or such other similar law. The parties waive the application of the United Nations Commission on International Trade Law and United Nations Convention on Contracts for the International Sale of Goods as to the interpretation or enforcement of this Agreement.

3. EXPORT
Customer acknowledges that the Equipment and Software may be restricted by the United States Government or by the country in which the Equipment or Software is installed from export to certain countries and certain organizations and individuals, and agrees to comply with such laws.

Customer agrees to comply with all applicable laws of all of the countries in which the Equipment and Software may be used by Customer.

Customer’s obligations hereunder shall survive the termination or expiration of the Order Form. Customer must obtain Kronos prior written consent before exporting the Software.

4. CONFIDENTIAL INFORMATION
“Confidential Information" is defined as information that is: i) disclosed between the parties after the date of this Agreement that is considered confidential or proprietary to the disclosing party; and ii) identified as “confidential” at the time of disclosure, or would be reasonably obvious to the receiving party to constitute confidential information because of legends or other markings, by the circumstances of disclosure or the nature of the information itself.

Additionally, Customer acknowledges and agree that the Software (and Software documentation), and the Specifications shall be deemed to be Kronos’ Confidential Information and trade secret. Each party shall protect the Confidential Information of the other party with at least the same degree of care and confidentiality, but not less than a reasonable standard of care, which such party utilizes for its own information of similar character that it does not wish disclosed to the public. Neither party shall disclose to third parties (except the parent company or the wholly owned subsidiaries of the receiving party who have a need to know) the other party’s Confidential Information, or use it for any purpose not explicitly set forth herein, without the prior written consent of the other party. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required: (a) to any subsidiary or affiliate of such Party, or (b) to any consultants, contractors, and counsel who have a need to know in connection with the Agreement and who are under obligations of non-disclosure agreement at least as stringent as this section 4, or (c) by law (including the applicable public record laws), or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under the Agreement; provided, the receiving party shall, unless legally prohibited, provide the disclosing party with reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure. If a party commits, or threatens to commit, a breach of this Section 4, the other party shall have the right to seek injunctive relief from a court of competent jurisdiction. The obligation of confidentiality shall survive for three (3) years after the disclosure of such Confidential Information.

This Agreement imposes no obligation upon either party with respect to the other party’s Confidential Information which the receiving party can establish by legally sufficient evidence: (a) was rightfully possessed by the receiving party without an obligation to maintain its confidentiality prior to receipt from the disclosing party, (b) is generally known to the public without violation of this Agreement; (c) is obtained by the receiving party in good faith from a third party having the right to disclose it without an obligation with respect to confidentiality; (d) is independently developed by the receiving party without use of the disclosing party’s confidential information, which can be shown by tangible evidence.

5. TAXES
If Customer presents to Kronos a validly issued tax-exempt certificate, or other sufficient evidence of tax exemption, Customer shall not be liable for those taxes for which Customer is exempt. Otherwise, Customer agrees to pay all other applicable duties and customs fees relating to this Agreement , as well as all taxes levied or based on the products, services or other charges hereunder, including federal, state and local sales and excise taxes, and any taxes or amount in lieu thereof paid or payable by Kronos, exclusive of taxes based on Kronos net income or business privilege.

6. TRAVEL EXPENSES
Customer agrees to reimburse Kronos for all pre-approved, reasonable and necessary travel incurred by Kronos in the performance of its obligations under this Agreement, in accordance with the Kronos Travel and Expenses Policies as such mutually agreed policies or as mutually agreed between the parties in the statement of work. Customer further agrees to pay any travel expenses such as airfare, lodging, meals and local transportation, incurred by Kronos in the performance of its obligations under this Agreement provided such expenses comply with the Agreement. Customer will be billed by Kronos for such travel expenses and payment thereof shall be due net 30.

7. GENERAL
(a) The invalidity or illegality of any provision of this Agreement shall not affect the validity of any other provision. The parties intend for the remaining unaffected provisions to remain in full force and effect. (b) Customer shall not assign this Agreement or the license to the Software without the prior written consent of Kronos and any purported assignment, without such consent, shall be void.
(c) Neither Party shall be responsible for any failure to perform or delay in performing any of its obligations under this Agreement (other than a failure to comply with payment obligations) where and to the extent that such failure or delay results from an unforeseeable event beyond a party’s reasonable control, including but not limited to, acts of war; acts of nature; earthquake; flood; embargo; riot; sabotage; labor shortage or dispute; 3 changes in government codes, ordinances, laws, rules, regulations or restrictions; failure of the Internet; terrorist acts; failure of data, products or services controlled by any third party, including the providers of communications or network services; utility power failure; material shortages or unavailability or other delay in delivery not resulting from the responsible party’s failure to timely place orders therefor, or lack of or delay in transportation (each a “Force Majeure Event”).
(d) All notices given under this Agreement shall be in writing and sent postage pre-paid, if to Kronos, to the Kronos address on the Order Form, or if to Customer, to the billing address on the Order Form. (e) The section headings herein are provided for convenience only and have no substantive effect on the construction of this Agreement. (f) The parties agree that the Order signed by both parties and expressly reference this Agreement, which is delivered via fax or electronically delivered via email it shall constitute a valid and enforceable agreement. (g) This Agreement and any information expressly incorporated herein (including information contained in any referenced URL), together with the applicable Order Form, constitute the entire agreement between the parties for the products and services described herein and supersede all prior or contemporaneous representations, negotiations, or other communications between the parties relating to the subject matter of this Agreement.

This Agreement may be amended only in writing signed by authorized representatives of both parties. Customer understands and acknowledges that while Kronos may disclose to customers certain confidential information regarding general product development direction, potential future products and/or product enhancements under consideration, Customer is not entitled to any products or product enhancements other than those contained on the Order Form. Customer has not relied on the availability of any future version of the Software or Equipment identified on an Order Form, nor any other future product in executing this Agreement.
(h) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (c)(1)(2) of the Commercial Computer Software Restricted Rights clause at FAR 52.227-19, as applicable. Manufacturer/distributor is Kronos SaaShr Inc., 297 Billerica Road, Chelmsford, MA. (i) The JBoss® Enterprise Middleware components embedded in the Software are subject to the End User License Agreement found at http://www.redhat.com/licenses/jboss_eula.html.
(j) Customer may pay an invoice by credit card if the amount is not greater than $50,000.00. (k) Kronos agrees to comply with any applicable federal, state and local laws and regulations. (l) Additionally, Kronos agrees to be liable for tangible property damage or personal injury to the extent caused by the negligence or willful misconduct of its employees.
4 SECTION B
KRONOS WORKFORCE READY®- SOFTWARE AS A SERVICE TERMS AND CONDITIONS Customer and Kronos agree that the terms and conditions set forth in this Section B shall apply to the Kronos supply of the commercially available version of the Workforce Ready® SaaS Applications in Kronos’ hosting environment, the services related thereto, and the sale or rental of Equipment (if any) specified on a Kronos Order Form. The Applications described on the Order Form shall be delivered by means of Customer’s permitted access to the Kronos infrastructure hosting such Applications.

1. DEFINITIONS
“Agreement” means these terms and conditions and the Order Form(s). “Application(s)” or “SaaS Application(s)” means those Kronos software application programs set forth on an Order Form which are made accessible for Customer to use under the terms of this Agreement. “Billing Start Date” means the date the billing of the Monthly Service Fees commences as indicated on the applicable Order Form. The Billing Start Date of the Monthly Service Fees for any Services ordered by Customer after the date of this Agreement which are incremental to Customer’s then-existing Services shall be the date the applicable Order Form is executed by Kronos and Customer. “Customer Content” means all content Customer, or others acting on behalf of or through Customer, posts or otherwise inputs into the Services.
“Documentation” means technical publications published by Kronos relating to the use of the Services. “Educational Content” has the meanings ascribed in Section 7.3. “Equipment” means the Kronos equipment purchased or rented by Customer under this Agreement. “Initial Term” means the initial term of the Services as indicated on the Order Form. “Monthly Service Fee(s)” means the monthly fees described in an Order Form. Monthly Service Fees include fees for usage of the Applications, the Services, and Equipment rental, if any. Billing of the Monthly Service Fee(s) commences on the Billing Start Date. “Order Form” means an order form mutually agreed upon by Kronos and Customer setting forth the items ordered by Customer and to be provided by Kronos and the fees to be paid by Customer. “Personally Identifiable Data” means information concerning individually identifiable employees of Customer that is protected against disclosure under applicable law or regulation.
“Renewal Term” means the renewal term of the Services as indicated on the Order Form. “Services” means (i) accessibility to the commercially available version of the Applications by means of access to the password protected customer area of a Kronos website, and all such services, items and offerings accessed by Customer therein, and (ii) the Equipment rented hereunder, if any.
“Supplier” means any contractor, subcontractor or licensor of Kronos providing software, equipment and/or services to Kronos which are incorporated into or otherwise related to the Services. “Term” means the Initial Term and any Renewal Terms thereafter.

2. TERM

2.1 The Services shall commence on the Billing Start Date, and shall continue for the Initial Term or until terminated in accordance with the provisions hereof. At the expiration of the Initial Term and each Renewal Term as applicable, the Services shall automatically renew for additional Renewal Terms until terminated in accordance with the provisions hereof.

2.2 Customer may terminate the Services and this Agreement for convenience upon ninety (90) days prior written notice subject to Customer’s payment of the Services performed and Equipment delivered prior to the effective date of termination. Kronos may terminate the Services and this Agreement to be effective at the expiration of the then current Term upon no less than sixty (60) days prior written notice.

2.3 Either party may terminate the Services and the Agreement upon a material breach of the Agreement by the other party if such breach is not cured within fifteen (15) days after receipt of written notice. Notwithstanding the foregoing, Kronos may suspend the Services immediately upon notice in the event of any Customer breach of Sections 4 (Rights to Use), 5 (Acceptable Use), or Section B.4 (Confidential Information).

2.4 In the event that either party becomes insolvent, makes a general assignment for the benefit of creditors, is adjudicated a bankrupt or insolvent, commences a case under applicable bankruptcy laws, or files a petition seeking reorganization, the other party may request adequate assurances of future performance. Failure to provide adequate assurances, in the requesting party’s reasonable discretion, within ten (10) days of delivery of the request shall entitle the requesting party to terminate the Agreement immediately upon written notice to the other party.

2.5 If the Agreement is terminated for any reason:
(a) Customer shall pay Kronos within thirty (30) days of such termination, all fees accrued under this Agreement prior to the effective date of such termination, provided however, if Customer terminates for material breach of the Agreement by Kronos, Kronos shall refund Customer any pre-paid fees for services not delivered by Kronos;
(b) Customer’s right to access and use the Applications shall be revoked and be of no further force or effect and return rented Equipment as provided in Section 9.1 below;
5 (c) No more than fifteen (15) days after termination (or upon Customer’s written request at any time during the Term), Kronos will provide to Customer, at no charge to Customer, the Customer Content. After such time period, Kronos shall have no further obligation to store or make available the Customer Content and will securely delete any or all Customer Content without liability; (d) Customer agrees to timely return all Kronos-provided materials related to the Services to Kronos at Customer’s expense or, alternatively, destroy such materials and provide Kronos with an officer’s certification of the destruction thereof; and (e) All provisions in the Agreement, which by their nature are intended to survive termination, shall so survive.

3. FEES AND PAYMENT

3.1 Customer shall pay Kronos the Setup Fees, the Monthly Service Fees and any additional one time, set-up or recurring fees, all as defined on the Order Form. Billing will commence on the Billing Start Date with the Monthly Service Fees to be billed on the frequency set forth on the Order Form (“Billing Frequency”). Unless otherwise indicated on the Order Form, Kronos will bill Customer for all implementation services in advance.

Purchased Equipment will be billed upon shipment of such Equipment. Customer authorizes Kronos to charge the debit card or credit card on file with Kronos in an amount equal to the Monthly Service Fees as all such fees become due under this Agreement. For all other payments and fees due under this Agreement, payment shall be due 30 days following date of invoice unless otherwise indicated on an Order Form. Except as expressly set forth in the Agreement, all amounts paid to Kronos are non-refundable. Customer is responsible for all applicable taxes relating to the goods and services provided by Kronos hereunder (including without limitation GST and/or VAT if applicable), excluding taxes based on Kronos’ income or business privilege.

3.2 The Setup Fees shall be invoiced upon execution of the Agreement and shall be due net 30 days following date of invoice. Customer acknowledges that setup fees may be charged to Customer by third parties for Add-on Features. Third party setup and monthly fees shall be set forth on an Order Form . Monthly Service fees shall be based on monthly periods that begin on the Billing Start Date. Monthly Service Fees shall include fees for Equipment rental, if any. Monthly Service Fees for Services added on or before the 15th day of a given month will be charged for that full monthly period and each monthly period of the Term thereafter; Monthly Service Fees for Services added after the 15th day of a given month will begin to accrue as of the 1st day of the following month and will be charged for each monthly period of the Term thereafter. Monthly Service Fees shall be invoiced promptly following the end of the calendar month in which the Monthly Service Fees were accrued. Kronos will monitor Customer’s “Usage” of the Services (as defined below) in order to calculate the Usage portion of the Monthly Service Fees to be charged. Usage of the Services, depending on applicable features, components, or services, shall be priced as identified on the Order Form either on a: (a) per month basis; (b) per active employee (herein “Active Employee”) per month usage basis; (c) per transaction basis (e.g.: pay statement); or, (d) per access point. For purposes of the Agreement, an employee shall be deemed an Active Employee during any applicable billing period if through the Services: (i) time has been entered for such employee; (ii) records have been included for such employee for the purpose of processing payroll; (iii) records have been included for such employee within an import/export process; (iv) such employee has accessed the Services, regardless of the purpose; (v) benefit time has been accrued for such employee; or (vi) such employee has been marked by Customer as having an “Active” status during the period.

3.3 Customer agrees that except in those circumstances in which Customer is entitled to invoke the termination for cause provision set forth in Section 2.3 above, in consideration of Kronos’ delivery of the Services on a variable fee basis, Customer agrees to pay Kronos each month during the Term in which charges accrue no less than the minimum monthly fees (“Minimum Monthly Fees”) which shall be calculated by Kronos based the amounts identified on all Order Forms for Customer’s Usage of the Services, plus Equipment rental fees, if any. In the event that Customer does not reach the anticipated Usage upon which the Minimum Monthly Fees was based for any given month during the Term, Customer shall remain responsible for paying the Minimum Monthly Fees for that month. If an Order Form or the Agreement is suspended by Kronos for nonpayment or otherwise terminated by Kronos for cause, Customer shall remain liable to pay the applicable Minimum Monthly Fees up to and including the last day of the month in which the effective date of termination occurs.

3.4 If any amount owing under this or any other agreement between the parties is thirty (30) or more days overdue, Kronos may, without limiting Kronos’ rights or remedies, suspend Services until such amounts are paid in full. Kronos will provide at least seven (7) days’ prior written notice that Customer’s account is overdue before suspending Services.

3.5 At the latest of (i) one (1) year after the effective date of this Agreement, or (ii) expiration of the Initial Term, and at each annual anniversary of that date thereafter, Kronos may increase the Monthly Service Fee rates in an amount not to exceed four percent (4%). The increased Monthly Service Fees will be reflected in the monthly invoice following the effective date of such increase without additional notice.

4. RIGHTS TO USE

4.1 Subject to the terms and conditions of the Agreement, Kronos hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-assignable right to use during the Term and for internal business purposes only: a) the Applications and related services, including the Documentation and training materials; and, b) any embedded third party software, libraries, or other components, which form a part of the Services.

The Services contain proprietary trade secret technology of Kronos and its Suppliers. Unauthorized use and/or copying of such technology are prohibited by law, including United States and foreign copyright law. Customer shall not reverse compile, disassemble or otherwise convert the Applications or other software comprising the Services into uncompiled or unassembled code. Customer acknowledges and agrees that the right to use the Services is limited based upon authorized Usage and the amount of the Monthly Service Fees to be paid by Customer. Customer agrees to use only the modules and/or features described on the Order Form. Customer agrees not to use any other modules or features unless Customer has licensed such additional modules or features. Customer may not relicense or sublicense the Services, or otherwise permit use of the Services (including timesharing or networking use) by any third party. Customer may not provide service bureau or other data processing services that make use of the Services without the express prior written consent of Kronos. No license, right, or interest in any Kronos trademark, trade name, or service mark, or those of Kronos’ licensors or Suppliers, is granted hereunder. When using and applying the information generated by the Services, Customer is responsible for ensuring that Customer complies with applicable laws and regulations.

4.2 Customer may authorize its third party contractors and consultants to access the Services through Customer’s administrative access privileges on an as needed basis, provided Customer: a) abides by its obligations to protect Confidential Information as set forth in this Agreement; b) remains responsible for all such third party usage and compliance with the Agreement; and c) does not provide such access to a competitor of Kronos who provides workforce management services.

4.3 Customer acknowledges and agrees that, as between Customer and Kronos, Kronos retains ownership of all right, title and interest to the Services, all of which are protected by copyright and other intellectual property rights, and that, other than the express rights granted herein and under any other agreement in writing with Customer, Customer shall not obtain or claim any rights in or ownership interest to the Services or any 6 associated intellectual property rights in any of the foregoing. Customer agrees to comply with all copyright and other intellectual property rights notices contained on or in any information obtained or accessed by Customer through the Services.

4.4 Kronos will make updates and upgrades to the Services (tools, utilities, improvements, third party applications, general enhancements) available to Customer at no charge as they are released generally to its customers as part of the Services. Customer agrees to receive those updates automatically as part of the Services. Kronos also may offer new products and/or services to Customer at an additional charge. Customer shall have the option of purchasing such new products and/or services under a separate Order Form.

4.5 Kronos reserves the right to change the Services, in whole or in part, including but not limited to, the Internet based services, technical support options, and other Services-related policies. Customer’s continued use of the Services after Kronos posts or otherwise notifies Customer of any changes indicates Customer’s agreement to those changes.

5. ACCEPTABLE USE

5.1 Customer shall take all reasonable steps to ensure that no unauthorized persons have access to the Services, and to ensure that no persons authorized to have such access shall take any action that would be in violation of this Agreement.

5.2 Customer represents and warrants to Kronos that Customer has the right to publish and disclose the Customer Content in connection with the Services. Customer represents and warrants to Kronos that the Customer Content: (a) does not infringe or violate any third-party right, including but not limited to intellectual property, privacy, or publicity rights, (b) is not abusive, profane, or offensive to a reasonable person, or, (c) is not hateful or threatening.

5.3 Customer will not (a) use, or allow the use of, the Services in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (b) introduce into the Services any virus or other code or routine intended to disrupt or damage the Services, or alter, damage, delete, retrieve or record information about the Services or its users; (c) excessively overload the Kronos systems used to provide the Services; (d) perform any security integrity review, penetration test, load test, denial of service simulation or vulnerability scan; (e) use any tool designed to automatically emulate the actions of a human user (e.g., robots); or, (f) otherwise act in a fraudulent, malicious or negligent manner when using the Services.

6. CONNECTIVITY AND ACCESS
Customer acknowledges that Customer shall (a) be responsible for securing, paying for, and maintaining connectivity to the Services (including any and all related hardware, software, third party services and related equipment and components); and (b) provide Kronos and Kronos’ representatives with such physical or remote access to Customer’s computer and network environment as Kronos deems reasonably necessary in order for Kronos to perform its obligations under the Agreement. Customer will make all necessary arrangements as may be required to provide access to Customer’s computer and network environment if necessary for Kronos to perform its obligations under the Agreement. Kronos is hereby (i) granted access to such Customer data to perform its obligations under the Agreement and (ii) authorized to audit the number of Active Employee counts or other transactions that have occurred to measure Usage.

7. IMPLEMENTATION AND SUPPORT

7.1 Implementation. Kronos will configure the Services utilizing scheduled remote resources. Software module configuration will be based on information and work flows obtained from Customer during the discovery portion of the implementation. Customer shall provide Kronos with necessary configuration-related information in a timely manner to ensure that mutually agreed implementation schedules are met. Kronos and Customer’s implementation responsibilities are described more specifically in the Services Implementation Guideline set forth at:
http://www.kronos.com/products/workforce-ready/implementation-guidlines.aspx

7.2 Standard Support. Kronos will provide telephone support 8:00 a.m. to 5:00 p.m., local time, Monday – Friday. Customers also shall be provided the capability to log questions online via the Kronos Customer Portal.

7.3 Equipment Support. If Equipment is rented in accordance with Section 9.1 below or if Equipment Support Services are purchased for Equipment purchased in accordance with Section 9.2 below, Kronos will provide the following Depot Exchange Support Services to Customer:
(a) Upon the failure of installed Equipment, Customer shall notify Kronos of such failure and Kronos will provide remote fault isolation at the FRU (Field Replacement Unit) or subassembly level and attempt to resolve the problem. Those failures determined by Kronos to be Equipment related shall be dispatched to a Kronos Depot Repair Center, and Customer will be provided with a Return Material Authorization Number (RMA) for the failed Equipment if Customer is to return the failed Equipment to Kronos, as reasonably determined by Kronos. Customer must return the failed Equipment with the supplied RMA number. Hours of operation, locations and other information related to Kronos’ Depot Repair Centers are available upon request and are subject to change. Return and repair procedures for failed Equipment shall be provided based on the Depot option - Depot Exchange or Depot Repair - selected by Customer on the applicable Order Form and as specified herein and in Kronos’ then-current Support Services Policies.
(b) Kronos will provide a replacement for the failed Equipment at the FRU or subassembly level on an "advanced exchange" basis, utilizing a carrier of Kronos’ choice. Replacement Equipment will be shipped the same day, for delivery to Customer’s location as further described in the Support Policies. REPLACEMENT EQUIPMENT MAY BE NEW OR RECONDITIONED. Customer shall specify the address to which the Equipment is to be shipped. All shipments will include the Kronos provided RMA designating the applicable Kronos Depot Repair Center, as the recipient. Customer, upon receipt of the replacement Equipment from Kronos, shall package the defective Equipment in the materials provided by Kronos, with the RMA supplied and promptly return failed Equipment directly to Kronos. (c) Equipment support also includes Customer access to Equipment service packs via the Kronos Customer Portal.

7.4 Educational Materials and Content. Customer will have access to certain educational materials and content (the “Educational Content”) within the Services. Customer recognizes and agrees that the Educational Content is copyrighted by Kronos. Customer is permitted to make copies of the Educational Content provided in *pdf form solely for Customer’s internal training purposes and may not disclose such Educational Content to any third party other than Customer’s employees. Customer may not edit, modify, revise, amend, change, alter, customize or vary the Educational Content without the written consent of Kronos, provided that Customer may download and modify contents of Training Kits solely for Customer’s internal use
7 8. Customer content
Customer shall own all Customer Content. Kronos acknowledges that all of the Customer Content is deemed to be the Confidential Information of Customer. Notwithstanding the foregoing, Customer grants Kronos permission to combine Customer’s business data with that of other customers in a manner that does not identify the Customer or any individual in order to evaluate and improve the services Kronos offers to customers. In addition, Kronos may, but shall have no obligation to, monitor Customer Content from time to time to ensure compliance with the Agreement and applicable law.

9. EQUIPMENT
If Customer purchases or rents Equipment from Kronos, a description of such Equipment (model and quantity), the applicable pricing, and delivery terms shall be listed on the Order Form.

9.1 Rented Equipment. The following terms apply only to Equipment Customer rents from Kronos:
a) Rental Term and Warranty Period. The term of the Equipment rental and the “Warranty Period” for such Equipment shall run coterminously with the Term of the other Services provided under the Agreement. b) Insurance. Customer shall insure the Equipment for an amount equal to the replacement value of the Equipment for loss or damage by fire, theft, and all normal extended coverage at all times. No loss, theft or damage after shipment of the Equipment to Customer shall relieve Customer from Customer’s obligations under the Agreement. c) Location/Replacement. Customer shall not make any alterations or remove the Equipment from the place of original installation without Kronos’ prior written consent. Kronos shall have the right to enter Customer’s premises to inspect the Equipment during normal business hours. Kronos reserves the right, at its sole discretion and at no additional cost to Customer, to replace any Equipment with newer or alternative technology Equipment as long as the replacement Equipment at least provides the same level of functionality as that being replaced.
d) Ownership. All Equipment shall remain the property of Kronos. All Equipment is, and at all times shall remain, separate items of personal property, notwithstanding such Equipment’s attachment to other equipment or real property. Customer shall not sell or otherwise encumber the Equipment. Customer shall furnish any assurances, written or otherwise, reasonably requested by Kronos to give full effect to the intent of terms of this paragraph (d).
e) Equipment Support. Kronos shall provide to Customer the Equipment support services described in Section 7. f) Return of Equipment. Upon termination of the Agreement or the applicable Order Form, Customer shall return, within thirty (30) days of the effective date of termination and at Customer’s expense, the Equipment subject to this Section 9.1. Equipment will be returned to Kronos in the same condition as and when received, reasonable wear and tear excepted. If Customer fails to return Equipment within this time period, upon receiving an invoice from Kronos, Customer shall pay Kronos the then list price of the unreturned Equipment.

9.2 Purchased Equipment. The following terms apply only to Equipment Customer purchases from Kronos:
a) Ownership and Warranty Period. Title to the Equipment shall pass to Customer upon delivery to the carrier. The “Warranty Period” for the Equipment shall be for a period of ninety (90) days from such delivery (unless otherwise required by law). b) Equipment Support. Kronos shall provide to Customer the Equipment support services described in this Agreement if purchased separately by Customer as indicated on the applicable Order Form. If purchased, Equipment support services have a term of one (1) year commencing upon expiration of the Warranty Period. Equipment support services will be automatically extended for additional one year terms on the anniversary of its commencement date ("Renewal Date"), unless either party has given the other thirty (30) days written notification of its intent not to renew. Kronos may change the annual support charges for Equipment support services effective at the end of the initial one (1) year term or effective on the Renewal Date, by giving Customer at least thirty (30) days prior written notification.

10. SERVICE LEVEL AGREEMENT
Kronos shall: (a) provide basic support for the Services at no additional charge, (b) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (when it shall give at least 8 hours notice via the Services and shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday, Eastern Time), or (ii) any unavailability caused by circumstances beyond Kronos’ reasonable control, including without limitation, acts of nature, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Kronos employees), internet service provider failures or delays, or denial of service attacks, and (iii) provide Services in accordance with applicable laws and government regulations.

11. LIMITED WARRANTY; DISCLAIMERS OF WARRANTY

11.1 Kronos represents and warrants to Customer that the Services, under normal operation as specified in the Documentation and when used as authorized herein, will perform substantially in accordance with such Documentation during the Term.

11.2 Kronos’ sole obligation and Customer’s sole and exclusive remedy for any breach of the foregoing warranty is limited to Kronos’ reasonable commercial efforts to correct the non-conforming Services at no additional charge to Customer. In the event that Kronos is unable to correct material deficiencies in the Services arising during the Warranty Period, after using Kronos’ commercially reasonable efforts to do so, Customer shall be entitled to terminate the then remaining Term of the Agreement as Customer’s sole and exclusive remedy. Kronos’ obligations hereunder for breach of warranty are conditioned upon Customer notifying Kronos of the material breach in writing, and providing Kronos with sufficient evidence of such non-conformity to enable Kronos to reproduce or verify the same.

11.3 Kronos warrants to Customer that each item of Equipment shall be free from defects in materials and workmanship during the Warranty Period.

In the event of a breach of this warranty, Customer’s sole and exclusive remedy shall be Kronos’ repair or replacement of the deficient Equipment, at Kronos’ option, provided that Customer’s use, installation and maintenance thereof have conformed to the Documentation for such Equipment.

This warranty is extended to Customer only and shall not apply to any Equipment (or parts thereof) in the event of:
a) damage, defects or malfunctions resulting from misuse, accident, neglect, tampering, (including without limitation modification or replacement of any Kronos components on any boards supplied with the Equipment), unusual physical or electrical stress or causes other than normal and intended use;
b) failure of Customer to provide and maintain a suitable installation environment, as specified in the published specifications for such Equipment; or
c) malfunctions resulting from the use of badges or supplies not approved by Kronos. 8 Except as provided for in this Section 11, Kronos hereby disclaims all warranties, conditions, guaranties and representations relating to the Services, express or implied, oral or in writing, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and whether or not arising through a course of dealing. The Services are not guaranteed to be error-free or uninterrupted. Except as specifically provided in this Agreement, Kronos makes no warranties or representations concerning the compatibility of the Services, the SaaS Applications or the equipment nor any results to be achieved therefrom.

12.0 DATA SECURITY

12.1 As part of the Services, Kronos shall provide administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Customer data. Customer acknowledges that such safeguards endeavor to mitigate security incidents, but such incidents may not be mitigated entirely or rendered harmless. Customer should consider any particular Kronos supplied security-related safeguard as just one tool to be used as part of Customer’s overall security strategy and not a guarantee of security. Both parties agree to comply with all applicable privacy or data protection statutes, rules, or regulations governing the respective activities of the parties under the Agreement.

12.2 As between Customer and Kronos, all Personally Identifiable Data is Customer’s Confidential Information and will remain the property of Customer. Customer represents that to the best of Customer’s knowledge such Personally Identifiable Data supplied to Kronos is accurate.

Customer hereby consents to the use, processing or disclosure of Personally Identifiable Data by Kronos and Kronos’ Suppliers wherever located only for the purposes described herein and only to the extent such use or processing is necessary for Kronos to carry out Kronos’ duties and responsibilities under the Agreement or as required by law.

12.3 Prior to initiation of the Services under the Agreement and on an ongoing basis thereafter, Customer agrees to provide notice to Kronos of any extraordinary privacy or data protection statutes, rules, or regulations which are or become applicable to Customer’s industry and which could be imposed on Kronos as a result of provision of the Services. Customer will ensure that: (a) the transfer to Kronos and storage of any Personally Identifiable Data by Kronos or Kronos’ Supplier’s data center is permitted under applicable data protection laws and regulations; and, (b) Customer will obtain consents from individuals for such transfer and storage to the extent required under applicable laws and regulations.

13. INDEMNIFICATION

13.1 Kronos shall defend Customer and its respective directors, officers, and employees (collectively, the “Customer Indemnified Parties”), from and against any and all notices, charges, claims, proceedings, actions, causes of action and suits, brought by a third party (each a “Claim”) alleging that the permitted uses of the Services infringe or misappropriate any United States or Canadian copyright or patent and will indemnify and hold harmless the Customer Indemnified Parties against any liabilities, obligations, costs or expenses (including without limitation reasonable attorneys’ fees) actually awarded to a third party as a result of such Claim by a court of applicable jurisdiction or as a result of Kronos’ settlement of such a Claim. In the event that a final injunction is obtained against Customer’s use of the Services by reason of infringement or misappropriation of such copyright or patent, or if in Kronos’ opinion, the Services are likely to become the subject of a successful claim of such infringement or misappropriation, Kronos, at Kronos’ option and expense, will use commercially reasonable efforts to (a) procure for Customer the right to continue using the Services as provided in the Agreement, (b) replace or modify the Services so that the Services become non-infringing but remain substantively similar to the affected Services, and if neither (a) or (b) is commercially feasible, to (c) terminate the Agreement and the rights granted hereunder after provision of a refund to Customer of the Monthly Service Fees paid by Customer for the infringing elements of the Services covering the period of their unavailability.

13.2 Kronos shall have no liability to indemnify or defend Customer to the extent the alleged infringement is based on: (a) a modification of the Services by anyone other than Kronos; (b) use of the Services other than in accordance with the Documentation for such Service or as authorized by the Agreement; (c) use of the Services in conjunction with any data, equipment, service or software not provided by Kronos, where the Services would not otherwise itself be infringing or the subject of the claim; or (d) use of the Services by Customer other than in accordance with the terms of the Agreement. Notwithstanding the foregoing, with regard to infringement claims based upon software created or provided by a licensor to Kronos or Suppliers, Kronos’ maximum liability will be to assign to Customer Kronos’ or Supplier’s recovery rights with respect to such infringement claims, provided that Kronos or Kronos’ Supplier shall use commercially reasonable efforts at Customer’s cost to assist Customer in seeking such recovery from such licensor.

13.3 Customer shall be responsible and liable for all damages and cost of Kronos, its Suppliers and their respective directors, officers, employees, agents and independent contractors (collectively, the “Kronos Indemnified Parties”) from and against any and all Claims alleging that: (a) employment-related claims arising out of Customer’s configuration of the Services; (b) Customer’s modification or combination of the Services with other services, software or equipment not furnished by Kronos, provided that such Customer modification or combination is the cause of such infringement and was not authorized by Kronos; or, (c) a claim that the Customer Content infringes in any manner any intellectual property right of any third party, or any of the Customer Content contains any material or information that is obscene, defamatory, libelous, or slanderous violates any person’s right of publicity, privacy or personality, or has otherwise caused or resulted in any tort, injury, damage or harm to any other person.

Customer will have sole control of the defense of any such action and all negotiations for its settlement or compromise.

13.4 The Indemnified Party(ies) shall provide written notice to the indemnifying party promptly after receiving notice of such Claim. If the defense of such Claim is materially prejudiced by a delay in providing such notice, the purported indemnifying party shall be relieved from providing such indemnity to the extent of the delay’s impact on the defense. The indemnifying party shall have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that such indemnifying party shall not enter into any settlement which imposes any obligations or restrictions on the applicable Indemnified Parties without the prior written consent of the other party. The Indemnified Parties shall cooperate fully, at the indemnifying party’s request and expense, with the indemnifying party in the defense, settlement or compromise of any such action. The indemnified party may retain its own counsel at its own expense, subject to the indemnifying party’s rights above.

14. LIMITATION OF LIABILITY

14.1 Except as specifically provided in this Agreement, Kronos and its Suppliers will not be liable for any damages or injuries caused by the use of the Services or by any errors, delays, interruptions in transmission, or failures of the Services.

14.2 except for Kronos’ indemnification obligations set forth in Section 13 above, the total aggregate liability of Kronos or Kronos’ Suppliers to Customer and/or any third party in connection with the Agreement shall be limited to direct damages proven by Customer, such direct damages not to exceed an amount equal to the total net payments received by Kronos for the services in the Twelve (12) month period immediately preceding the date in which such claim arises.

14.3 Except for Kronos’ indemnification obligations set forth in Section 13 above, in no event shall Kronos or Kronos’ Suppliers, their respective affiliates, service providers, or agents be liable to Customer or any third party for any incidental, special, punitive, consequential or other indirect damages or for any lost or imputed profits or revenues, lost data or cost of procurement of substitute services resulting from delays, nondeliveries, 9 misdeliveries or services interruption, however caused, arising from or related to the Services or the Agreement, regardless of the legal theory under which such liability is asserted, whether breach of warranty, indemnification, negligence, strict liability or otherwise, and whether liability is asserted in contract, tort or otherwise, and regardless of whether Kronos or Supplier has been advised of the possibility of any such liability, loss or damage.

14.4 EXCEPT WITH RESPECT TO LIABILITY ARISING FROM KRONOS’ GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, KRONOS

DISCLAIMS ANY AND ALL LIABILITY, INCLUDING WITHOUT LIMITATION LIABILITY RELATED TO A BREACH OF DATA SECURITY AND

CONFIDENTIALITY OBLIGATIONS, RESULTING FROM ANY EXTERNALLY INTRODUCED HARMFUL PROGRAM (INCLUDING WITHOUT LIMITATION VIRUSES, TROJAN HORSES, AND WORMS), CUSTOMER’S CONTENT OR APPLICATIONS, THIRD PARTY UNAUTHORIZED ACCESS OF EQUIPMENT, SAAS APPLICATIONS OR SYSTEMS, OR MACHINE ERROR.

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SECTION C

PAYROLL PROCESSING TERMS AND CONDITIONS
This Payroll Processing terms and condition Section C, and all included exhibits, schedules, attachments or other addenda (the “Section C”) is made part of the Kronos Workforce Ready Software-as-a-Service WFR Terms outlined in Section A and B (the “WFR Terms”) and governs the provision of the Workforce Payroll Services (the “Payroll Services”) Kronos to Customer.

In rendering the Payroll Services, Kronos will use the Workforce Ready software-as-a-service platform (the “WFR Platform”). Attachment 1 sets forth the applicable entities, including Customer itself (collectively the “Covered Entities”), along with each of their EINs and other information, if these Covered Entities are receiving Payroll Services from Kronos. Customer is responsible for ensuring that all Covered Entities are bound by and comply with this Section C. Covered Entities may be added or removed from Attachment 1, by Customer completing and signing the appropriate change form provided by Kronos. Capitalized terms not defined within this Section C are defined in the WFR Terms.

GENERAL TERMS AND CONDITIONS
Article 1. Payroll Services

1.1 Subject to all of the terms and conditions of the WFR Terms and this Section C, Kronos shall provide Customer with the Payroll Services during the Term to the extent set forth on an Order Form. The Payroll Services are provided only in the United States (which includes Puerto Rico, U.S. Virgin Islands, Guam and Marianna) and shall only be provided with respect to Customer’s payroll obligations for United Statesbased employees of Customer and those Covered Entities included in Attachment 1. The following provisions shall apply to the extent the Payroll Service listed below is selected by Customer as indicated in writing on the Order Form or as part of the Kronos Payroll Services (KPS) Services Election Form to be completed by the parties during implementation:

1.1.1 Payroll, Tax and Treasury Payroll Services.
a. Customer agrees that the PayrollServices shall be provided in accordance with the pricing set forth on the Order Form and the responsibilities of Customer and Kronos SaaShr set forth throughout this Agreement. Kronos SaaShr’s standard descriptions for certain miscellaneous services, such as W2/1099 filing fees, fees for tax accounts with an “applied for” status, ACH returns, off-cycle payrolls, split wrap (delivery of checks to multiple locations, and preparing/filing of amended returns, is described in the Payroll Services Additional Items attached as Attachment 2 (“Payroll Services Additional Items”) and the responsibilities of Customer and Kronos set forth throughout this Section C. b. Customer will submit the payroll information to Kronos in the format and including the information specified by Kronos from time to time not less than two (2) Business Days prior to Customer’s scheduled check date. “Business Day” means any day of the year other than (a) a Saturday, Sunday or (b) on day on which banking institutions in any jurisdiction of the banking institution of any applicable Client Entity are closed or (c) a statutory or civic holiday in the United States. Without limitation, Kronos is not responsible for Customer errors, wage and hour violations, wage assignment errors, employment discrimination, or other employment policies that may violate any applicable laws, codes, legislative acts, regulations, ordinances, rules, rules of court, orders or similar, as well as any National Automated Clearing House Association (“NACHA”) operating rules (“Applicable Law(s)”. The deadline for Customer’s submission of payroll is determined by the time zone in which the processing occurs, as follows.

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Rev. 09202018MHR
On the date Customer’s payroll is scheduled to be submitted, if Customer payroll processing emanates from the Eastern or Central Time Zone, then the deadline for submission is 12:00 p.m.

Eastern Time; if Client payroll processing emanates from the Mountain or Pacific Time Zone, then the deadline for submission is 1:30 p.m. Eastern Time on the scheduled processing date.

If Customer’s payroll is submitted timely, Kronos will initiate a Draw Down Wire not later than 2:30 p.m. Eastern Time, to be settled not later than 4:30 p.m. Eastern Time on the date the payroll is finalized. Late submission by Customer may result in delayed processing of banking and other transaction or additional fees may be imposed, including, without limitation, by the applicable financial institutions and/or as set forth in the Payroll Services Pricing Exhibit.

Customer shall be responsible and liable for any claims, losses or any other liabilities arising from or relating to Customer’s late submission of transactions. If Customer has elected for Kronos to provide direct deposit/ACH Payroll Services (if available), Kronos will provide on behalf of Customer electronic money movement and related banking services via its ACH credit facilities at one or more financial institutions in support of the direct deposit of funds into Customer’s employee and third-party vendor accounts. Customer agrees to be bound by the then-current NACHA operating rules. “ACH” means the network used for electronic payments and money transfers, Automated Clearing House.
c. Customer authorizes Kronos to prepare and file payroll tax returns and cause the issuance of payments on related tax obligations for Covered Entities and tax jurisdictions. Customer authorizes Kronos via draw down wire transfer to: (a) debit Customer’s or as applicable a Client Entity’s demand deposit account or accounts at an applicable financial institution to be used in connection with the Payroll Services (the “Customer Account”) for all payroll tax obligations and credit a like amount to an account designated by Kronos, which may be held in trust by a third party trustee (the “Payroll Services Accounts”) not less than two (2) Business Days prior to Customer’s scheduled check date of the applicable payroll under this Section C, which funds shall be held in such Payroll Services Accounts until such time as such funds are due to the appropriate taxing authorities; (b) remit such funds by electronic funds transfer (“EFT”) or via check to the appropriate taxing authority; and (c) prepare, sign, and file with the appropriate taxing authorities all returns for such taxes on an ongoing basis. d. Kronos shall not be responsible for the payment of any Customer taxes or the filing of any Customer tax returns prior to the check date of the payroll under this Section C, nor is Kronos responsible in relation to any taxes which Kronos did not collect from Customer (including without limitation, failure to collect due to non-sufficient funds or other funding issues (“NSF”)).

Customer should confirm the appropriate federal tax deposits are being paid on behalf of the applicable Client Entity by enrolling in the Electronic Federal Tax Payment System (please visit:
https://www.eftps.gov/eftps).
e. Customer shall maintain and provide Kronos accurate tax identification numbers, filing frequencies, filing jurisdictions, tax rates, tax types, and employee tax forms to enable Kronos to properly complete all applicable tax returns and payments. If, as an accommodation to Customer and without implying any obligation, Kronos files a tax return containing “Applied For” status, then Customer agrees and acknowledges that it releases Kronos from any and all liability that may arise in connection with such accommodation (including without limitation, penalties and interest).

1.1.2 Additional Payroll Services.
a. Check Printing and Fulfillment Services. - means the printing of employee payroll checks, direct deposit advices and third party checks drawn on Customer’s bank account, to distribute same

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to locations/destinations via FedEx or UPS either Next Day Air or Ground, all as directed by Customer. For delivery purposes, Customer shall obtain and provide either a FedEx or UPS account number for use by Kronos for shipping of documents and/or checks. b. ACH Child Support Processing - means the impoundment and remittance of funds for third party payments via ACH for child support payments to the applicable state child support agencies.
c. W2 Filing - means the electronic filing of employee W2 forms with all applicable Federal and State tax jurisdictions. Specific timelines are established for Customer to promptly complete its year end requirements in order for Kronos to fulfill its obligations in a timely manner. This service includes filing of employee W2 information with the SSA, as well as all 50 State and local tax agencies, excluding Puerto Rico, U.S. Virgin Islands, Guam and Marianna. d. 1099 Filing- means the electronic filing of contractor forms with the IRS only. Specific timelines are established for Customer to complete its year end requirements in order for APS to timely fulfill its obligations.

1.1.3 Workforce Ready Platform. Customer acknowledges and agrees that the Payroll Services may only be used in conjunction with the WFR Platform or any other product expressly authorized by Kronos, and hereby authorizes and directs Kronos to interface the WFR Platform with such product for the purpose of providing the Payroll Services. Furthermore, Customer hereby grants Kronos consent to administrative access rights to the WFR Platform for the purpose of fulfilling Kronos’ obligations under this Section C.

Article 2. Fees; Billing
Payroll Services shall be considered part of the Services for purposes of Fees and Billing under the WFR Terms. Kronos will invoice the Fees for a particular item or Payroll Service on the Billing Frequency and in accordance with the payment terms and processes indicated on the applicable Order Form and in the WFR Terms and this Section C. Customer agrees payment for the Fees will be made by direct debit facility to be established by Kronos, and that Customer will complete all necessary and reasonable forms and documents to establish such direct debit payments. Should Customer cancel direct debit payments during the Term, Kronos reserves the right to suspend the Payroll Services without notice and to terminate the WFR Terms if not reinstated within ten (10) business days of Kronos’ written notice to Customer. The Fees set forth in Attachment 2 are subject to change after the Initial Term (as defined in the WFR Terms) upon thirty (30) days written notice from Kronos to Customer.

Article 3. Customer Content

3.1.1 Kronos will not be responsible for storing copies of Customer Content when Kronos no longer requires such information to provide Payroll Services to Customer, and Customer shall be responsible for retaining its own tax and payroll records according to the schedules established by governmental authorities for Customer. Customer will reimburse Kronos for the costs of producing any information in Kronos' possession or control relating to Customer’s business or employees that Kronos produces in response to a Customer request or court order. Unless otherwise required by Applicable Law, upon termination of this Section C, Kronos may dispose of Customer Content in accordance with Kronos’ data retention policy in effect from time to time. In the case of termination of one but not all Payroll Services, Kronos may dispose of Customer Content not related to the remaining Payroll Services, unless otherwise required by Applicable Law, in accordance with Kronos’ data retention policy in effect from time to time.

3.1.2 Notwithstanding anything to the contrary in this Section C, each party’s use and disclosure of tax

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return information pursuant to or in connection with this Section C shall be conducted in compliance with and subject to the limitations of Section 7216 of the Internal Revenue Code of 1986, as amended.

Article 4. Customer Covenants

4.1 Customer shall, and shall cause any Covered Entities to, accurately and timely complete all forms and documents requested by Kronos from time to time in order for Kronos to provide the applicable Payroll Services, including, without limitation, all necessary credential and related action required by Kronos to integrate Payroll Services with the WFR Platform as described in Section 1.1.3. Payroll Services will not commence until Customer (or the applicable Client Entity) provides to Kronos all of the forms and documents requested by Kronos, and any agreed timelines shall be automatically adjusted accordingly with no liability to Kronos attributable to any failure or delay by Customer with respect to the foregoing.

In addition to forms and documents requested at the commencement of Payroll Services, Customer shall, and shall cause any Client Entity to, timely provide to Kronos other forms and documents requested by Kronos necessary to deliver the Payroll Services during the Term.

4.2 To the extent required in connection with any Payroll Services, Customer hereby appoints Kronos as its attorney-in-fact with authority to receive, sign and file state and local tax returns and to cause the issuance of payments in connection therewith. Kronos shall also be authorized as Customer’s designee to receive correspondence and transcripts with respect to federal, state or local tax returns designated by Customer. Customer shall cooperate in executing and filing any and all forms or other documents required by a taxing authority to appoint Kronos as its reporting agent, or otherwise to make effective the appointments and designations described in the preceding two sentences, including but not limited to IRS Form 8655. Such appointment and authorization shall commence as of the Effective Date and remain in effect through subsequent tax periods until the earlier of the termination date of this Section C and the date Kronos is notified by Customer of revocation of the authorization, and Customer shall cooperate in executing and filing any and all forms and documents required by any taxing authority to do so. Customer hereby revokes all earlier powers of attorney and tax authorizations on file with the respective taxing authorities with respect to the same tax matters and tax period covered by this Section C and shall execute and file all documents necessary to effectuate such revocation. Kronos reserves the right to remove itself as attorney-in-fact or reporting agent in its sole discretion, upon at least ten (10) Business Days’ written notice to Customer. An authorization does not relieve the Customer of responsibility (or from liability for failing) to ensure that all tax returns are filed timely and that all FTDs and FTPs are made timely.

4.3 Customer shall at all times maintain balances sufficient to fund its payroll and related obligations two (2) Business Days prior to the applicable check date. Customer acknowledges that if Customer fails to properly fund the Customer Account or otherwise prevents the timely receipt of funds, then Customer’s payroll and related services will be delayed and/or suspended at Kronos’ sole discretion and Kronos may immediately terminate this Section C upon notice to Customer.

4.4 Banking and Funding Covenants

4.4.1 Funding Payroll Obligations via Draw Down Wire Except as noted below, all monies caused to be transferred by Kronos on behalf of Customer will be funded via a draw down wire (“Draw Down Wire”) initiated by Kronos to Customer’s account in accordance with this Section 4.4.1. Customer agrees to execute with its financial institution any WFR Terms necessary to allow Kronos to cause the initiation of Draw Down Wires to Customer’s bank account in accordance with the operating rules governing such transactions. Customer acknowledges that if Customer fails to properly fund its account or otherwise prevents the successful completion of a Draw Down Wire, then Customer’s payroll and related services

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will be delayed or suspended. Customer shall be solely responsible and liable for properly funding its account and ensuring Kronos can effect a Draw Down Wire. For quarter end and year end reconciliation purposes only, Kronos will utilize standard ACH services to reconcile Customer tax remittances and liability variances. Kronos shall use commercially reasonable efforts to notify Customer not less than five (5) Business Days prior to Kronos causing a debit of the Customer’s bank account for the amount required to satisfy such variances.

4.4.2 Funding Payroll Obligations via Direct Wire In the sole discretion and upon the written authorization of Kronos, a direct wire (Customer initiates Customer’s own wire transfer to a Payroll Services Account) may be utilized as an exception. Exceptions may arise for various reasons, including (a) due to funds not being available in the Customer Account at the time that Draw Down Wires are initiated, or (b) proper authorization was not granted to Kronos to cause the collection of funds via the Draw Down Wire. Any exception processing, by its very nature, runs the risk of delayed funding to third parties such as employees, tax agencies, and child support or garnishment recipients. Penalties, interest and other charges related to Customer’s failure in meeting timelines, sufficient debit limit authorization or funding adequacy will be the liability of the Customer, and except to the extent arising from Kronos’ gross negligence or willful misconduct, Customer is responsible for any claim made in relation with exception processing.

4.4.3 Payment Scheduling Collection for payroll direct deposits, vendor or garnishment payments, and payroll tax liabilities will be made as needed, based on the Payroll Services elected, and will depend on the payroll schedules that Customer utilizes to pay its employees and/or contractors. The draft for the collection will be via the Draw Down Wire request mechanism. Payments made to employees on Customer’s behalf are dependent on the check date associated with those payments. Payments made to agencies and garnishment recipients are based on payroll check date(s). These payments are disbursed to the receiving parties utilizing the ACH network (where possible) in compliance with the NACHA guidelines and regulations or by check drawn on Customer’s account. All payments made on Customer’s behalf via ACH money movement will be caused to be released by Kronos only after Kronos receives confirmation of collection of amounts drafted from Customer’s account. Therefore, even if amounts are due, Kronos will not cause the release of the ACH payments unless confirmation of receipt of funds has been received by Kronos.

4.4.4 Collection Account Testing. Customer hereby authorized Kronos to perform collection account testing as described in this Section 4.4.4. The Customer’s collection account(s) used for funding and the drafting process is required to be thoroughly tested to avoid funding failures. Any such failure may result in agency penalties, delayed employee direct deposit payments, etc. This funding account test will ensure the originating bank identifiers for the applicable Payroll Services Accounts have successfully been added to Customer’s debit filters. To test the collection account(s), Kronos will cause the initiation of a test Draw Down Wire transactions in the amount of $1.00 each. The transactions will be initiated from every unique Payroll Services Account provided to Customer during implementation. Testing of the funding account(s) shall occur two (2) to four (4) weeks prior to the first payroll check date to insure a successful processing of the first payroll. Customer must notify Kronos in writing not less than two (2) weeks prior to the effective date of a change in Customer bank account(s), which shall be tested as described in this Section

4.4.4. 4.4.5 Customer agrees to: (a) complete and execute any necessary forms with Customer’s Receiving Depository Financial Institution (“RDFI”) providing authorization that will require Customer’s RDFI to honor all Draw Down Wire drawdown requests and standard ACH transfers received from Kronos and/or

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its agent, (b) promptly notify Kronos of any discrepancies between drawdown amounts and the amounts expected by Customer; and (3) notify Kronos immediately if any circumstances arise that could impact the collection of sufficient funds from Customer’s account.

4.5 The ACH Reversal function allows Customer to submit a request to cancel a previously submitted ACH transaction. This function is utilized primarily to reverse direct deposits from employee accounts where the original direct deposits were in error. Kronos’ and/or the applicable financial institution’s thenstandard fees for ACH reversals will apply. Customer may initiate an ACH reversal request by submitting a voiding transaction in the WFR Platform. Once the ACH reversal request is submitted to the financial institution, a credit is generated to the Customer Account and a request to debit the funds is sent to the employee’s bank account. If the debit request for the ACH reversal to the employee’s account is denied (for example, due to NSF), Kronos will debit the total amount of the NSF and any banking fees/charges associated with the NSF from Customer’s authorized funding account. Kronos will not reattempt collection of any NSF’s from employee accounts. Customer shall be solely responsible for obtaining reimbursement from its employees for the NSF amounts and any related fees/charges, whether the employees are active or terminated.

4.6 If Customer defaults under this Section C, including, without limitation, by Customer’s failure to have in the Customer Account sufficient, readily available funds to cover the payroll, payroll tax, and other disbursements, or if a financial institution rescinds a Customer credit to one or more Payroll Services Accounts, then Kronos may, in its sole discretion: (a) terminate this Section C with written notice, and/or (b) exercise any and all reasonable actions necessary and appropriate to limit the loss to, or liability of, Kronos or its Affiliates. “Affiliate” means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where “Control” (in this context) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and operating policies of the entity in respect of which the determination is being made through the ownership of the majority of its voting or equity securities, contract, voting trust or otherwise.

4.7 Customer shall promptly review all reports and documents provided or made accessible by Kronos or through the Payroll Services and shall inform Kronos of any inaccuracies not later than three (3) Business Days after receipt or notification of availability.

4.8 Customer isresponsible for ensuring that the use of the Payroll Services to effect payments to or for its authorized users does not contravene any Applicable Law, including, without limitation, the Bank Secrecy Act, as amended by the USA PATRIOT Act, and any and all anti-money laundering laws and regulations now existing or promulgated after the date of this Section C. Any use of the Payroll Services in contravention of the foregoing sentence will be a material breach of this Section C by Customer.

4.9 Credentialing. Customer understands and acknowledges that the implementation and ongoing provision of Payroll Services are conditioned upon Customer and each Client Entity passing (and continuing to pass) a credentialing process that Kronos may deem necessary in connection with the provision of Payroll Services. Kronos shall have the right to (i) refuse to provide the Payroll Services for Customer with respect to any Client Entity that does not pass Kronos’ initial credentialing process (ii) terminate the Payroll Services for Customer with respect to any Client Entity that does not continue to pass Kronos’ ongoing credentialing process and (iii) terminate this Section C, and the WFR Terms, if Customer does not continue to pass Kronos’ ongoing credentialing process. Customer shall be solely responsible for complying with all Applicable Laws, including, without limitation, ensuring the Covered Entities and payees of Customer on whose behalf Kronos

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is causing the delivery of payments are not sanctioned parties under the regulations promulgated by the Office of Foreign Assets Control (OFAC). Customer shall also be responsible for (i) performing, and ensuring passage of, know your customer due diligence on all Covered Entities prior to requesting Kronos to provide any Payroll Services to such Covered Entities, and (ii) providing Kronos with the information as may be reasonably requested by Kronos, for each Client Entity prior to Kronos providing Payroll Services to such Client Entity. Customer agrees to provide Kronos with an accurate and complete listing of Covered Entities receiving any Payroll Services and to inform Kronos promptly of any changes in any Client Entity information previously provided to Kronos.

Article 5. Warranty

5.1 Kronos warrants that the Payroll Services will be provided in a professional and workmanlike manner. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, KRONOS DISCLAIMS ALL OTHER

WARRANTIES RELATED TO THE SERVICES, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. If Customer informs Kronos in writing that there is a material deficiency in the Payroll Services which is making this warranty untrue, Kronos will use its commercially reasonable efforts to correct the non-conforming Payroll Service at no additional charge, which, subject to Section 5.2 below, will be Customer’s sole and exclusive remedy.

Customer shall provide Kronos with reasonable information and assistance to enable Kronos to reproduce or verify the non- conforming aspect of the Payroll Services.

5.2 If Kronos makes an error or omission in the preparation or filing of Customer payroll tax returns, or breaches its obligation to cause the issuance of timely payments of payroll tax and/or business tax obligations, which error or failure results in an assessment of penalty or interest by any taxing authority against Customer, then Kronos’ sole responsibility, and Customer’s only remedy, will be for Kronos to correct the error or omission under this Section C and pay such penalty and interest (notwithstanding the dollar limitation on Kronos liability contained in this Section C). As a condition precedent to Kronos’ obligation to pay such penalty and interest, Customer will provide Kronos timely notice of any such assessment, and Kronos shall be responsible for all defense actions for any such tax claim for penalties and interest, provided however, Customer shall be consulted during all stages of any defense. Timely notice to Kronos shall mean within ten (10) Business Days of receipt of the initial notice of assessment by Customer delivered to Kronos in accordance with the notice provisions described in the WFR Terms.

Customer’s failure to provide timely notice to Kronos shall release Kronos from any and all obligations to indemnify Customer for the payment of penalty and interest hereunder and/or for effecting such payments on Customer’s behalf, but only to the extent such delay caused such or additional penalty, interest or other losses. At all times as between Kronos and Customer, Customer shall be exclusively responsible for any tax assessed but without limiting Kronos’ remittance obligations included in the Payroll Services.

Article 6. Independent Contractor and Subcontractors

6.1 Kronos is acting as an independent contractor of Customer under this Section C. Without limiting the foregoing, Kronos shall serve as a limited agent for Customer solely for purposes of any required agency for filings and/or payments with the appropriate taxing authorities. Kronos is not otherwise an agent of Customer, nor are the Parties in a partnership, joint venture, or other similar relationship, and this Section C shall not be construed to authorize either Party to act as agent for the other except as expressly provided herein.

6.2 Customer acknowledges that in providing the Payroll Services, Kronos may use any agent, subcontractor or third party and may delegate its duties to such agent or third party to perform such tasks

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and functions as Kronos chooses, including without limitation, third party software to perform Payroll Services and to store Customer Data, data security, and other services provided by third parties. Upon written request by the Customer, Kronos will notify Customer, in writing, if applicable with the thirty party used for specifically for the delivery of services for which Customer is ordering the services.

6.3 Customer acknowledges that Kronos is not rendering legal, tax, or accounting advice in connection with the Payroll Services, including without limitation Customer’s obligation to withhold in a particular jurisdiction, nor is Kronos a fiduciary of Customer.

6.4 No third-party beneficiaries exist under this Section C.

Article 7. Effects of Termination

7.1 If this Section C is terminated or expires in accordance with its terms or otherwise terminated pursuant to a termination of the WFR Terms, for any reason, all rights and obligations of the parties hereunder shall terminate upon such expiration or termination, provided that all Customer indemnification obligations in Sections 1.1.1(b), 4.4.1, 4.4.2 and Article 8, as well as Sections 2 (with respect to amounts owed through the effective date of termination), 3, and 5 through and including 9 shall survive any expiration or termination of this WFR Terms.

Article 8. Customer Responsibility

8.1 Customer is solely responsible for: (a) any expense or financial obligation which is the responsibility of Customer hereunder; (b) any allegation that the Customer Content or its collection or use by Customer violates Applicable Laws; (c) the performance by Kronos of any of Customer's payroll tax duties (including, without limitation, acting as Customer's attorney-in-fact or reporting agent), except to the extent attributable to the gross negligence or willful neglect of Kronos; (d) the breach of any WFR Terms, covenant, duty or obligation of Customer arising hereunder, (e) Kronos filing an "APPLIED FOR" return as an accommodation to Customer, or (f) Customer directing Kronos to make a payment to any person or entity where issuance or receipt of such payment violates Applicable Law. This Section 8.1 shall survive the termination of this Section C.

8.2 Kronos and/or the applicable Kronos Indemnified Party will provide written notice to Customer promptly after receiving notice of any third-party Claim for which it seeks indemnification under this Section C. If the defense of such Claim is materially prejudiced by a delay in providing such notice, Customer will be relieved from providing such indemnity to the extent of the delay’s impact on the defense. Customer shall immediately take control of the defense and investigation of such Claim and shall employ counsel reasonably acceptable to the applicable Kronos Indemnified Party to handle and defend the same, at the Customer’s sole cost and expense. Customer will have sole control of the defense of any indemnified Claim and all negotiations for its settlement or compromise, provided that (i) Customer will not enter into any settlement which imposes any obligations or restrictions on the applicable Kronos Indemnified Parties without the prior written consent of applicable Kronos Indemnified Parties; and (ii) if Customer has refused or failed to assume control of the defense or to diligently pursue the defense thereafter, Kronos and/or applicable Kronos Indemnified Parties may assume sole control of the defense and all negotiation for any settlement or compromise of the applicable Claim in such a manner as Kronos and/or applicable Kronos Indemnified Parties may deem appropriate, at the applicable Kronos Indemnified Party’s sole expense, until such time as Customer does assume such control. The applicable Kronos Indemnified Parties will cooperate fully (at Customer’s request and expense) with Customer in the defense, settlement or compromise of any such action. The applicable Kronos Indemnified Parties may

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retain their own counsel at its own expense, subject to Customer’s rights above.

Article 9. Extent and Limitations of Liability

9.1 THE TOTAL AGGREGATE LIABILITY (REGARDLESS OF THE NUMBER OF CLAIMS) OF KRONOS TO

CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION WITH THIS SECTION C AND THE PROVISION OF

PAYROLL SERVICES WILL BE LIMITED TO ACTUAL AND DIRECT DAMAGES PROVEN BY CUSTOMER, SUCH

DAMAGES NOT TO EXCEED AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS RECEIVED BY KRONOS FOR THE PAYROLL SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM GIVING RISE TO LIABILITY ARISES.

9.2 EXCEPT AS EXPRESSLY STATED IN THIS SECTION C, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. NEITHER PARTY WILL BE LIABLE FOR THE COST OF ACQUIRING SUBSTITUTE OR REPLACEMENT SERVICES. NEITHER PARTY WILL BE

LIABLE FOR ANY LOST OR IMPUTED PROFITS OR REVENUES OR LOST DATA RESULTING FROM DELAYS,

NONDELIVERIES, MISDELIVERIES OR SERVICES INTERRUPTION, HOWEVER CAUSED, ARISING FROM OR RELATED TO THE PAYROLL SERVICES OR THIS SECTION C. THESE LIMITATIONS APPLY FOR ANY REASON, REGARDLESS OF ANY LEGAL THEORY AND FOR WHATEVER REASON LIABILITY IS ASSERTED. THIS IS TRUE

EVEN IF KRONOS AND CUSTOMER HAVE TOLD EACH OTHER THAT EITHER ONE IS CONCERNED ABOUT A PARTICULAR TYPE OFLIABILITY.

Rev 08082018
ATTACHMENT 1

COVERED ENTITIES
Company Name FEIN Address City State Zip
20 ATTACHMENT 2: PAYROLL SERVICES ADDITIONAL ITEMS
These items are charged in addition to the normal monthly per employee per month fee (PEPM) as they are incurred. For each miscellaneous item listed below, there is a brief description of how/when that charge could be incurred and the pricing detail and information are outline in the pricing information.

1. W-2/1099 Filings Price is per filiwng
This fee covers the creation and submission of the electronic files for W2s at the federal and state level. There is no additional fee for printing W2 forms. This fee will apply to all records filed with the SSA each calendar year.

2. NSF Fee the Price is on per
transaction basis
If client utilizes the ACH Funding Method and fails to have the required funds in their designated account as required by and provided in the Agreement, causing Kronos to be issued a notice of Non-Sufficient Funds, Kronos, in addition to all its rights under the Agreement, will also charge Client an NSF Fee for each applicable transaction.

3. Fed Wire Fee Price is per wire

4. State Wire Fee Price is per wire
If a client submits payroll that requires federal and/or state taxes to be deposited the same or next day, an additional charge of $82.50 for federal and $82.50 for state will be incurred. This would typically only occur if the client has submitted or funded their account late and order to avoid tax penalties Kronos must cause the issuances of a wire for the payment to the tax agency.

5. "Applied For" Status of Tax Jurisdictions Price is /month per account
When a company begins to withhold taxes for their employees in a new state/jurisdiction the company has to apply
to that jurisdiction for a tax filing ID number. They are allowed to file tax returns under an “applied for” status until they get their official tax id number. In the application on each of the tax codes, there is a box that can be checked called “Applied For Status” and the actual ID number field is left blank. Kronos will file returns under “Applied For” status but they charge a fee of $38.50/month until a tax ID number is obtained, because a lot of the work is manual and requires additional effort.

6. ACH Returns/ Notice of Change - 1st/EE account

7. ACH Returns/ Notice of Change - 2nd if on same EE account

8. ACH Returns/ Notice of Change – Additional occurrence if on same EE account This fee is charged when either an employee’s direct deposit account number has been rejected by the bank and the funds cannot be applied to the account (ACH Return), or when there has been a change to the employee’s direct deposit routing number or account number that was not updated in the system and the bank has to manually change the information to apply the funds (Notice of Change – NOC). In either case, KRONOS will charge a fee of $11.00 the first time it occurs for each specific employee direct deposit. If the client doesn’t fix the account before the next payroll, and an additional notice from the bank is received, KRONOS will charge an additional $55.00. Thereafter KRONOS will charge an additional $82.50 for each notice received on the same employee account.

9. Off Cycle Payrolls
Every scheduled payroll is included in the PEPM charge of $1.55. This would include the regular payrolls (bi-weekly, weekly, monthly, semi-monthly) and could also include a regularly scheduled 21 bonus payroll (done each quarter, etc.). Off cycle payrolls occur outside this process. These are usually done to fix errors in the current payroll that cannot wait for the next scheduled payroll processing. This fee applies only to those off-cycle or “one off” payroll runs. This fee does not apply to manual checks issued by the client.

10. Spilt Distributions Price per split
Pay Statements/Direct Deposit Vouchers can be delivered overnight to different locations for each EIN for no additional cost. The Split Distribution fees covers the cost to package pay statements/direct deposit vouchers to ship to multiple locations within the same EIN. Note that this does not include combining checks/vouchers from different payrolls (i.e. weekly and bi weekly) into one package for distribution. That is not a supported delivery process.

11. Amended Returns Price per
amendment
Filing all applicable payroll federal/state/local tax returns as indicated in this WFR Termsis included in the base PEPM fee of $1.55. When adjustments are made to prior period payroll transactions that require Payroll Services to create a modified or “corrected” tax return to be filed with the taxing authorities, a fee of $137.50 will be incurred.

12. Mailing Individual Checks Price per
document
The preferred method of delivery is for each client to have their checks/direct deposit vouchers, W2s and 1099s to be delivered using the client’s FedEx account to central location(s). If the client wants to have the employee’s pay checks, direct deposit vouchers, W2s and/or 1099 statements delivered directly to their home address, this fee ($0.75) will apply to each form mailed through the USPS and is in addition to the applicable posted fees. KRONOS will guarantee that W2s/1099s will be mailed by January 28th of each year but cannot guarantee that delivery to the employee will occur by January 31st of each year.

13. 1095C Printing Price per form
printed
Client’s may request that KRONOS print their 1095C forms at the end of the calendar year. This will require an annual election and clients will be charged the fee above. Forms are only printed on pressure seal stock and shipped to the client for distribution to employees. Clients may also print the forms themselves directly from the Kronos system.

14. Payroll Rollback—after Payroll Submission Date Price per request Request initiated by client to rollback a payroll after a payroll submission deadline—each request.

15. Reopen Quarter End or Year End Price per request
Request initiated by client to reopen a QTR End or YR End—each request.

16. QTR Filing – Inactive EIN’s Price per return
each quarter.

If the client closes a business during the year and wants W-2’s and year end processing completed this fee will apply. The $137.50 fee is for each quarter and each return filed with zero returns.

17. Quarter Closing Late Fee Price per day/per
EIN
The client closes quarter after the contracted deadline. 22 18. Year End Closing Late Fee Price per day/per
EIN
The client closes year end after the contracted deadline.

19. Reprint of W2 or 1099 Price per form
reprinted
Client requests reprinting of a W2 or 1099.

20. W-2 Combined Reporting Print Service — Price is based on Base Fee + an additional fee per Form
Combined W2 forms as may be required for firms designated as a Common Pay Agent as defined in the IRS Publication 15-A. IF so elected at the end of each calendar year, KRONOS will provide your W2 data to a third-party vendor to create combined forms and to generate printed copies.

Combined paper W2 forms will be shipped to the client’s address unless regular mail is requested. Copies of the forms will not be available to employees in WFR Employee Self Service but will be provided to client in a separate file.

FOR ITEM # 7, PLEASE SEE ITEM # 9
FOR ITEM # 8, PLEASE SEE ITEM # 9
ITEM # 9

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Fernando N. Muñoz, CMC, Deputy City Clerk
SUBJECT: MINUTES OF THE OCTOBER 3, 2023 CITY COUNCIL MEETING DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council:
1) Approve the minutes as submitted.

FISCAL IMPACT
N/A

BACKGROUND
Staff has prepared minutes for the following meeting:
 City Council Meeting of October 3, 2023.

ANALYSIS
N/A

ENVIRONMENTAL
N/A

DISCUSSION
N/A
CITY COUNCIL AGENDA REPORT – MEETING OF November 7, 2023 Minutes of the October 3, 2023 City Council Meeting Page 2 of 2

SUMMARY/NEXT STEPS
N/A
ATTACHMENT(S):

A. October 3, 2023 Meeting Minutes
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

APPROVED:

MINUTES OF THE REGULAR MEETINGS OF THE

CITY COUNCIL
October 3, 2023

CALL TO ORDER
Mayor Martin called the meeting to order at 6:00 p.m.

ROLL CALL
Members present: Councilmembers: Rodriguez, Rounds, Zamora, Mayor Pro Tem Sarno, and Mayor Martin.

Members absent: None

INVOCATION
Invocation was led by Cindy Jarvis.

PLEDGE OF ALLEGIANCE
Jersey Avenue Elementary ASB President, Alina Santander led the pledge of allegiance.

INTRODUCTIONS
Mayor Martin introduced the new department directors:

1. Director of Finance and Administrative Services, Lana Dich

2. Director of Public Works, James Enriquez
Mayor Martin introduced the following members from the Chamber of Commerce:

1. Bruce Lazenby, Executive Director of Business Development at Rose Hills Memorial Park

2. Kathie Fink, CEO, Santa Fe Springs Chamber of Commerce

PRESENTATIONS

1. PROCLAMATION – PROCLAIMING THE WEEK OF OCTOBER 8 – 14, 2023 AS “FIRE PREVENTION WEEK” IN THE CITY OF SANTA FE

SPRINGS

2. PROCLAMATION – PROCLAIMING THE MONTH OF OCTOBER 2023 AS ”NATIONAL COMMUNITY PLANNING MONTH” IN THE CITY OF

SANTA FE SPRINGS

3. PROCLAMATION – PROCLAIMING THE MONTH OF OCTOBER 2023 AS “BREAST CANCER AWARENESS MONTH” IN THE CITY OF SANTA

FE SPRINGS

4. PROCLAMATION – PROCLAIMING THE WEEK OF OCTOBER 2-7, 2023 AS “YOUTH SPORTS DAY” IN SANTA FE SPRINGS
Minutes of the October 3, 2023 Housing Successor, Successor Agency, and City Council Meetings

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5. PUBLIC ARTWORK RESTORATION UPDATE

6. 2023 FIESTAS PATRIAS EVENT RECAP

PUBLIC COMMENTS
The following citizens spoke during public comments: Bruce Crow.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST
City Manager, René Bobadilla called on the following staff:
 Director of Community Services, Maricela Balderas provided information on the following upcoming events: 1) The Shadow of the Raven, and 2) Children’s Halloween Reptile Show.

HOUSING SUCCESSOR
There were no items considered under the Housing Successor agenda.

SUCCESSOR AGENCY
There were no items considered under the Successor Agency agenda.

CITY COUNCIL

REGULAR BUSINESS

7. NORWALK INTERSECTION IMPROVEMENTS
RECOMMENDATION: It is recommended that the City Council:
1) Add the project to the City’s CIP Program; and
2) Appropriate a not-to-exceed amount of $400,000 to the project using Utility Users Tax funds; and
3) Take such additional, related, action that may be desirable.

City Manager, René Bobadilla provided a brief presentation on Item No. 7.

Councilmember Zamora requested before and after pictures of the project once completed.

It was moved by Councilmember Zamora, seconded by Councilmember Rounds, to add the project to the City’s CIP program, and appropriate a not-to-exceed amount of $400,000 to the project using Utility Users Tax funds, and take such, additional related action that may be desirable, by the following vote:

Ayes: Rodríguez, Rounds, Zamora, Sarno and Martin
Nayes: None

Absent: None
Recused: None
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8. APPROVAL OF PARCEL MAP NO. 83729 – 13808 IMPERIAL HIGHWAY RECOMMENDATION: It is recommended that the City Council:
1) Approve Parcel Map No. 83729; and
2) Find that Parcel Map No. 83729 together with the provisions for its design and improvement, is consistent with the City’s General Plan; and 3) Authorize the City Engineer and City Clerk to sign Parcel Map No. 83729; and 4) Take such additional, related action that may be desirable.

Director of Public Works, James Enriquez provided a brief presentation on Item No. 8.

It was moved by Councilmember Rodriguez, seconded by Mayor Pro Tem Sarno, to find that Parcel Map No. 83729 together with the provisions for its design and improvement, is consistent with the City’s General Plan, and Authorize the City Engineer and City Clerk to sign Parcel Map No. 83729, and take such additional, related action that may be desirable, by the following vote:

Ayes: Rodríguez, Rounds, Zamora, Sarno and Martin
Nayes: None

Absent: None
Recused: None

9. RESOLUTION NO. 9884 – DECLARATION OF SURPLUS PROPERTY PURSUANT TO AB 1486 – CITY OWNED PROPERTIES WITHIN THE MIXED-USE DOWNTOWN (MUDT) ZONE RECOMMENDATION: It is recommended that the City Council:
1) Find that the declaration of city-owned land is exempt from environmental review under the California Environmental Quality Act (CEQA); and 2) Adopt Resolution No. 9884, declaring that real properties owned by the city and located within the Mixed-Use – Downtown (MU-DT) Zone as surplus land and not necessary for public city’s use pursuant to AB 1486 (Surplus Land Act); 3) Take such additional, related action that may be desirable.

City Manager, René Bobadilla provided a brief presentation on Item No. 9. Director of Planning, Wayne Morrell introduced Associate Planner, Vince Velasco to provide additional information regarding the Surplus Land Act.

Mayor Pro Tem Sarno inquired about housing pricing. City Manager Bobadilla responded that they would work alongside developers to gain housing advantages from the project while complying with state law. Discussion ensued about the Minutes of the October 3, 2023 Housing Successor, Successor Agency, and City Council Meetings

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location, including the lot on the northeast corner and the upcoming development of the downtown area.

It was moved by Mayor Pro Tem Sarno, seconded by Councilmember Rodriguez, to find that the declaration of city-owned land is exempt from environmental review under the California Environmental Quality Act (CEQA), and adopt Resolution No. 9884, declaring that real properties owned by the city and located within the MixedUse – Downtown (MU-DT) Zone as surplus land and not necessary for public city’s use pursuant to AB 1486 (Surplus Land Act), and take such additional, related action that may be desirable, by the following vote:

Ayes: Rodríguez, Rounds, Zamora, Sarno and Martin
Nayes: None

Absent: None
Recused: None

CONSENT AGENDA
All matters listed under the Consent Calendar are considered to be routine. Any items a Councilmember wishes to discuss should be designated at this time. All other items may be approved in a single motion.

Such approval will also waive the reading of any ordinance.

10.MINUTES OF THE JULY 26, 2023 SPECIAL CITY COUNCIL MEETING RECOMMENDATION: It is recommended that the City Council:
1) Approve the minutes as submitted.

11.RESIDENTIAL STREETS IMPROVEMENTS SOUTH OF FLORENCE AVENUE (TRIANGLE) AND LONGWORTH AVENUE (ORR & DAY ROAD TO HARVEST AVENUE) – FINAL PAYMENT
RECOMMENDATION: It is recommended that the City Council:
1) Approve the Final Payment to R.J. Noble Company of Orange, California for $81,770.50 (Less 5% Retention) for the subject project; and 2) Take such additional, related, action that may be desirable.

12.APPROVE AND AUTHORIZE THE DIRECTOR OF COMMUNITY SERVICES TO SIGN

THREE GRANT AGREEMENTS BETWEEN THE SANTA FE SPRINGS CITY LIBRARY

AND THE CALIFORNIA STATE LIBRARY
RECOMMENDATION: It is recommended that the City Council:
1) Approve and authorize the Director of Community Services to sign the following grant agreements from the State Library:
a. eBooks for All
b. Zip Books
c. SFS Grows: Climate Warriors
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13.APPROVAL OF THE SANTA FE SPRINGS CITY LIBRARY’S CHILDREN’S INTERNET

PROTECTION ACT (CIPA) POLICY
RECOMMENDATION: It is recommended that the City Council:
1) Approve the Library’s Children’s Internet Protection Act policy.

14.PURCHASE OF TWO-WAY RADIOS FROM COMMLINE, INC.

RECOMMENDATION: It is recommended that the City Council:
1) Award the purchase of two-way radios and related equipment to CommLine, Inc.; and
2) Authorize the Director of Purchasing Services to issue a Purchase Order in the amount of $27,767.93 for this purchase.

15.REQUEST FOR OUT-OF-STATE TRAVEL TO ATTEND THE 2023 NEOGOV

CONFERENCE
RECOMMENDATION: It is recommended that the City Council:
1) Approve out-of-state travel for the Human Resources Analyst and Human Resources Specialist to attend the 2023 NEOGOV Conference in Las Vegas.

16.RESOLUTION NO. 9885 ESTABLISHING THE CITY’S MAXIMUM CONTRIBUTION OF MISCELLANEOUS AND SAFETY EMPLOYEES UNDER THE PUBLIC EMPLOYEES’

MEDICAL AND HOSPITAL CARE ACT
RECOMMENDATION: It is recommended that the City Council:
1) Adopt Resolution No. 9885, establishing the City’s maximum contribution to medical insurance premiums under the Public Employees’ Medical and Hospital Care Act.

17.AUTHORIZE THE PURCHASE OF EQUIPMENT AND SERVICES RELATED TO THE

RELOCATION OF THE COUNCIL CHAMBERS AUDIO/VISUAL WORKSTATION RECOMMENDATION: It is recommended that the City Council:
1) Award an order to Western Audio Visual for the purchase of new equipment and services to move the audio-visual workstation to the rear of the Council Chambers. 2) Authorize the Director of Purchasing Services to process a Purchase Order in the amount of $42,300.00 to Western Audio Visual.
3) Appropriate $42,300.00 from General Fund Reserves to the 10129000-542050 NonRecurring account.

It was moved by Councilmember Zamora, seconded by Mayor Pro Tem Sarno, to approve the consent agenda, by the following vote:

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Ayes: Rodríguez, Rounds, Zamora, Sarno and Martin
Nayes: None

Absent: None
Recused: None
COUNCIL COMMENTS/AB1234 COUNCIL CONFERENCE REPORTING
Councilmember Rounds thanked everyone for the birthday wishes and also thanked everyone who supported the Relay for Life event. He also welcomed new employees.

Councilmember Zamora reported attending the League of California Cities Annual Conference and Expo with Mayor Martin. He gave compliments to City Manager Bobadilla and congratulated the new department directors.

Mayor Pro Tem Sarno welcomed the new department directors and requested to revisit ad-hoc committees.

Mayor Martin reported attending the League of California Cities Annual Conference and Expo and the Gateway Cities COG retreat. She also appointed Sally Gaitan to the Heritage Arts Advisory Committee.

ADJOURNMENT
Mayor Martin adjourned the meeting at 7:03 p.m. in memory of fallen Los Angeles County Sherriff Deputy Ryan Clinkunbroomer.
_____________________
Juanita Martin
Mayor
ATTEST:
_____________________
Fernando N. Muñoz, CMC Date
Deputy City Clerk
ITEM # 10

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Fernando N. Muñoz, CMC, Deputy City Clerk
SUBJECT: RESCHEDULING OF JANUARY 2024 CITY COUNCIL MEETINGS DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council reschedule the January 2, 2024 and January 16, 2024 City Council Meetings to January 11, 2024 (Thursday) and January 23, 2024 (Tuesday) respectively.

FISCAL IMPACT
N/A

BACKGROUND
Staff is requesting to reschedule both City Council meetings in January 2024 due to factors that include the New Year’s and Martin Luther King Jr. holidays, as well as councilmember attendance of the 2024 Sacramento Legislative Tour. If approved as recommended, a rescheduling notice will be posted on all social media platforms before the meetings and on the meeting dates, in addition to the regular noticing of meetings, to ensure the public is informed.

ANALYSIS
N/A

ENVIRONMENTAL
N/A
CITY COUNCIL AGENDA REPORT – MEETING OF November 7, 2023 Rescheduling of January 2024 Meetings Page 2 of 2

DISCUSSION
N/A

SUMMARY/NEXT STEPS
N/A
ATTACHMENT(S):

N/A
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

ITEM # 11

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Chad Van Meeteren, Fire Chief
SUBJECT: RESOLUTION NO. 9888 – SB-1205 ANNUAL INSPECTION OF CERTAIN

PROPERTIES
DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council:
1) Acknowledge Receipt of Department of Fire-Rescue Report Regarding the Annual Inspection of Certain Properties

FISCAL IMPACT
None

BACKGROUND
The State legislature, through the passage of SB 1205, requires the Fire Chief of every fire department to conduct annual inspections on all public or private schools, hotels, motels, lodging houses, apartment houses, and certain residential care facilities (Health and Safety Code 13146.3, 13146.2, 17921(b)).

Beginning on January 1, 2019, every fire department must report on these statemandated annual inspections (Health and Safety Code 13146.4, Added by Stats. 2018, Ch. 854, Sec. 1. (SB 1205) Effective January 1, 2019). This report must be in the form of a resolution or other formal document.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Resolution No 9888 – SB-1205 Annual Inspection of Certain Properties

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Definitions of key terms:

R1 – Residential occupancies with transient (<30 days) occupants  Boarding houses (transient) no more than ten occupants  Congregate residents (transient) no more than ten occupants  Hotels, motels
R2 – Residential – Residential occupancies containing sleeping units or more than two dwelling units where the occupants are primarily permanent, including apartments R2.1 – 24-hour living facilities may contain > six non-ambulatory and/or bedridden clients.  Assisted living facilities such as residential care facilities, residential care facilities for the elderly (RCFEs), adult residential facilities, group homes, etc.  Social rehabilitation facilities such as halfway houses, community correctional centers, community treatment programs, alcoholism or drug abuse recovery or treatment
R4 – 24-hour living facilities with more than six ambulatory clients, but not more than 16 persons; maximum of six non-ambulatory or bedridden clients  Assisted living facilities such as residential care facilities, residential care facilities for the elderly (RCFEs), adult residential facilities, group homes, etc.  Social rehabilitation facilities such as halfway houses, community correctional centers, community treatment programs, alcoholism or drug abuse recovery or treatment
E – Facilities used for educational purposes through the 12th grade.

The Fire Suppression Division assigns annual inspections to Fire Prevention Division staff and Fire Engine Companies to meet this mandate. Inspections are logged into the Department’s records management system. In 2023, all R1, R2, R2.1, R4, and E occupancies were inspected, achieving 100% compliance with the State Fire Marshal mandate.

ENVIRONMENTAL
N/A

DISCUSSION
N/A
CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Resolution No 9888 – SB-1205 Annual Inspection of Certain Properties

Page 3 of 3 ends

SUMMARY/NEXT STEPS
None
ATTACHMENT(S):

A. Resolution No. 9888
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:
1 RESOLUTION NO. 9888
RESOLUTION NO. 9888

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS,

CALIFORNIA, ACKNOWLEDGING RECEIPT OF A REPORT MADE BY THE FIRE

CHIEF OF THE SANTA FE SPRINGS DEPARTMENT OF FIRE-RESCUE REGARDING

THE INSPECTION OF CERTAIN OCCUPANCIES REQUIRED TO PERFORM ANNUAL INSPECTIONS IN SUCH OCCUPANCIES UNDER SECTIONS 13146.2 AND 13146.3 OF

THE CALIFORNIA HEALTH AND SAFETY CODE
WHEREAS, California Health & Safety Code Section 13146.4 was added in 2018 and became effective on September 27, 2018; and,
WHEREAS, California Health & Safety Code Sections 13146.2 and 13146.3 require all fire departments, including the Santa Fe Springs Department of Fire-Rescue, that provide fire protection services to perform annual inspections in every building used as a public or private school, hotel, motel, lodging house, apartment house, and certain residential care facilities for compliance with building standards, as provided; and WHEREAS, California Health & Safety Code Section 13146.4 requires all fire departments, including the Santa Fe Springs Department of Fire-Rescue, that provide fire protection services to report annually to its administering authority on its compliance with Sections 13146.2 and 13146.3 and
WHEREAS, the City Council of the City of Santa Fe Springs intends this Resolution to fulfill the requirements of the California Health & Safety Code regarding acknowledgment of the Santa Fe Springs Department of Fire-Rescue compliance with California Health and Sections 13146.2 and 13146.3.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Fe Springs that said City Council expressly acknowledges the receipt of the report of compliance of the Santa Fe Springs Department of Fire-Rescue with California Health 2 RESOLUTION NO. 9888
and Safety Code Sections 13146.2 and 13146.3 in the area encompassed by the City of Santa Fe Springs, as follows:

A. EDUCATIONAL GROUP E OCCUPANCIES:

Educational Group E occupancies are generally those public and private schools used by more than six persons at any one time for educational purposes through the 12th grade. Twelve (12) Group E occupancies, buildings, structures, and/or facilities are within the City of Santa Fe Springs.

During 2023, the Santa Fe Springs Department of Fire-Rescue completed the annual inspection of twelve (12) Group E occupancies, buildings, structures, and/or facilities. This is a compliance rate of 100% for this reporting period.

B. RESIDENTIAL GROUP R OCCUPANCIES:

For the purposes of this resolution, Residential Group R occupancies are generally those occupancies containing sleeping units, including hotels, motels, apartments (three units or more), etc., as well as other residential occupancies (including several residential care facilities). These residential care facilities have several different sub-classifications, and they may contain residents or clients with a range of needs, including those related to custodial care, mobility impairments, cognitive disabilities, etc. The residents may also be non-ambulatory or bedridden. Within the City of Santa Fe Springs are forty-two (42) Group R (and their associated sub-categories) occupancies of this nature.

During the calendar year 2023, the Santa Fe Springs Department of Fire-Rescue completed the annual inspection of forty-two (42) Group R occupancies, buildings, structures, and/or facilities. This is a compliance rate of 100% for this reporting period.

APPROVED and ADOPTED this 7th day of November 2023 by the following vote:
3 RESOLUTION NO. 9888
AYES:

NOES:

ABSENT:

ABSTAIN:

Juanita Martin, Mayor
ATTEST:
________
Fernando N. Muñoz, CMC, Deputy City Clerk
ITEM # 12

CITY OF SANTA FE SPRINGS

ANGELES GATEWAY REGION INTEGRATED REGIONAL WATER

MANAGEMENT JOINT POWERS AUTHORITY FOR THE

INSTALLATION OF MONITORING EQUIPMENT AND MONITORING

PURSUANT TO THE HARBOR TOXIC POLLUTANTS TOTAL MAXIMUM

DAILY LOAD (TMDL)
DATE: November 7, 2023
RECOMMENDATION:

It is recommended that the City Council:
1) Approve the Cost Sharing Agreement with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (GWMA) for administration and installation of monitoring equipment and ongoing monitoring pursuant to the Harbor Toxic Pollutants Total Maximum Daily Load (TMDL); and 2) Authorize the Mayor to execute the agreement on behalf of the City; and 3) Take such additional, related, action that may be desirable.

FISCAL IMPACT
The estimated cost to the City of Santa Fe Springs for the five year term under this Agreement is approximately $18,600 and is included in the Adopted Budget for Public Works. These costs have decreased since the original Agreement and could still be substantially less if all the sharing agencies remain in the agreement over the five-year term or if private NPDES permit holders choose to participate in the cost sharing as well.

It should also be noted that the City’s share of this cooperative monitoring program is still substantially less than the cost of the alternative of conducting a separate Harbor Toxics monitoring program independent of other agencies in the watersheds. The City Attorney’s CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023 Approval of Cost Sharing Agreement with the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority for the Installation of Monitoring Equipment and Monitoring Pursuant to the Harbor Toxic Pollutants Total Maximum Daily Load (TMDL)

Page 2 of 2 ends

office has reviewed Cost Sharing Agreement.

BACKGROUND
In an effort to comply with State-mandated TMDL requirements and pursuant to the City’s Municipal Separate Storm Sewer System (MS4) Permit, on June 25, 2015 the Santa Fe Springs City Council approved the original Harbor Toxics TMDL Cost Sharing Agreement (Attachment B). The original Agreement was for a five-year term and expired on June 30, 2018. The Santa Fe Springs City Council subsequently approved a second agreement extending the term for an additional five years expiring on June 30, 2023.

Consequently, a new Agreement has been developed to continue the work started during the past ten (10) years. The new Agreement (Attachment A) extends the Agreement term to June 30, 2026.

As a member of the Lower San Gabriel River Watershed Management Group with the goal of protecting and improving water quality in the Los Angeles River, including its estuary, or Coyote Creek or the San Gabriel River, including their estuaries, this Agreement works to achieve the objectives of the Harbor Toxic Pollutants TMDL.

ANALYSIS
N/A

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Upon the approval of the City Council of the recommended actions, City staff will continue to work with the GWMA to comply with the City’s NPDES permit and provide protection and improvements to the water quality in this region.

ATTACHMENT(S):

A. Attachment A – New Agreement
B. Attachment B – Original Agreement dated 2015
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12664/0001/279556-1

AGREEMENT

BETWEEN THE LOS ANGELES GATEWAY REGION INTEGRATED REGIONAL

WATER MANAGEMENT JOINT POWERS AUTHORITY

AND THE

CITY OF SANTA FE SPRINGS

FOR COST SHARING FOR THE INSTALLATION OF MONITORING EQUIPMENT

AND MONITORING PURSUANT TO THE HARBOR TOXIC POLLUTANTS TMDL This Agreement is made and entered into as of June 8, 2023, by and between the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (“GWMA”), a California Joint Powers Authority, and the City of Santa Fe Springs, (the “Permittee”). The Permittee and the GWMA are collectively referred to as the “Parties”;

RECITALS
WHEREAS, the mission of the GWMA includes the equitable protection and management of water resources within its area;
WHEREAS, for the purposes of this Agreement, the term “MS4 Permittees” shall mean those public agencies that are co-permittees to a National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit Order (“MS4 Permit”) issued by the Los Angeles Regional Water Quality Control Board; WHEREAS, the United States Environmental Protection Agency established the Total Maximum Daily Loads (“TMDL”) for Toxic Pollutants on March 23, 2012, with the intent of protecting and improving water quality in the Dominguez Channel and the Greater Los Angeles and Long Beach Harbor Waters (“Harbor Toxic Pollutants TMDL”); WHEREAS, the Harbor Toxic Pollutants TMDL regulates certain discharges from National Pollutant Discharge Elimination System (“NPDES”) permit holders, requiring organization and cooperation among the MS4 Permittees;
WHEREAS, the Permittee manages, drains or conveys storm water into at least a portion of the Los Angeles River including its estuary or Coyote Creek or the San Gabriel River including their estuaries;
WHEREAS, various MS4 Permittees desire to achieve the objectives of the Harbor Toxic Pollutants TMDL by continuing to maintain the monitoring station in the Los Angeles River at Wardlow Road, monitoring station in the San Gabriel River near Spring Street, and monitoring station in the Coyote Creek, also near Spring Street and conducting monitoring at said monitoring stations (collectively “Monitoring Stations”) to ensure consistency with other regional monitoring programs and usability with other TMDL related studies;

ATTACHMENT A
06/08/2023

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12664/0001/279556-1
WHEREAS, continuing maintenance of the Monitoring Stations and future monitoring requires administrative coordination for the various MS4 Permittees that the GWMA can and is willing to provide;
WHEREAS, the Lower Los Angeles River Watershed Management Group and the Lower San Gabriel River Watershed Management Group have been formed pursuant to the MS4 Permit and oversee and manage the monitoring program for the Harbor Toxic Pollutants TMDL within their respective watersheds;
WHEREAS, the members of the GWMA are the Cities of Artesia, Bell, Bell Gardens, Bellflower, Cerritos, Commerce, Compton, Cudahy, Downey, Hawaiian Gardens, Huntington Park, La Mirada, Lakewood, Long Beach, Lynwood, Maywood, Montebello, Norwalk, Paramount, Pico Rivera, Santa Fe Springs, Signal Hill, South Gate, Vernon, Whittier, Water Replenishment District, Central Basin Municipal Water District, Port of Long Beach, and the Long Beach Water Department (“GWMA Members”); WHEREAS, because of the financial savings and benefits resulting from this costsharing arrangement, other MS4 Permittees that are not GWMA Members may request to participate in the cost sharing of the Monitoring Costs for the maintenance of the Monitoring Stations and the costs of monitoring conducted at the Monitoring Stations (collectively “Monitoring Costs”);
WHEREAS, the GWMA Board of Directors authorized the GWMA to enter into individual separate agreements with such individual MS4 Permittees (which shall not have voting rights in the GWMA) for purposes of only cost sharing in the Monitoring Costs; WHEREAS, because GWMA Members already pay annual membership fees that pay for GWMA administrative costs, GWMA Members that participate in the cost share for the Monitoring Costs shall pay an administrative fee that is less than that the administrative fee charged to MS4 Permittees that are not GWMA Members; WHEREAS, certain private NPDES permit holders that are subject to the Harbor Toxic Pollutants TMDL have also expressed interest in participating in the cost share for the Monitoring Costs and procuring the monitoring data generated pursuant to this Agreement in order to satisfy their own permit obligations; WHEREAS, the current agreements that cover the cost share arrangements for the Monitoring Costs through fiscal year 2022-2023 will expire on June 30, 2023.

WHEREAS, it is currently unknown how many MS4 Permittees and private NPDES permit holders will ultimately participate in the cost sharing of the Monitoring Costs for fiscal years 2023-2024 through 2025-2026;
WHEREAS, depending on how many MS4 Permittees and private NPDES permit holders ultimately participate in the cost sharing for the Monitoring Costs, each participating Permittee’s annual cost share amount will be adjusted and the GWMA will notify each participating Permittee of its adjusted annual cost share amount in writing; 06/08/2023

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12664/0001/279556-1
WHEREAS, the Permittee desires to share in the Monitoring Costs; WHEREAS, the Parties have determined that authorizing GWMA to hire consultants as necessary to maintain the Monitoring Stations and conduct the monitoring required by the Harbor Toxic Pollutants TMDL will be beneficial to the Parties; WHEREAS, the Permittee agrees to pay: (a) its proportional share of the Monitoring Costs to be incurred by the GWMA in accordance with the Cost Sharing Formula reflected in Exhibit “A”; and (b) applicable administrative fees to cover administrative costs; and
WHEREAS, the role of the GWMA is to: (1) invoice and collect funds from the Permittee to cover its portion of the Monitoring Costs; and (2) hire and retain consultants to maintain Monitoring Stations and conduct monitoring at the Monitoring Stations.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties do hereby agree as follows:

Section 1. Purpose. The purpose of this Agreement is for the Permittee to cost share in the Monitoring Costs.

Section 2. Cooperation. The Parties shall fully cooperate with one another to achieve the purposes of this Agreement.

Section 3. Voluntary Nature. The Parties voluntarily enter into this Agreement.

Section 4. Binding Effect. This Agreement shall become binding on GWMA and the Permittee.

Section 5. Term. This Agreement shall commence on July 1, 2023 and shall expire on June 30, 2026, unless terminated earlier pursuant to this Agreement.

Section 6. Role of the GWMA.
(a) The GWMA shall invoice and collect funds from the Permittee to cover the Monitoring Costs.
(b) The GWMA shall administer the consultants’ contracts for the Monitoring Costs. Provided the Permittee has paid all outstanding invoices to the GWMA to cover the Monitoring Costs and administrative costs, the GWMA will provide the Permittee with the monitoring data collected from the Monitoring Stations and any associated reports.
(c) The GWMA is authorized and may negotiate, enter into agreements with, and collect funds from general and individual NPDES permit holders, that are not MS4 Permittees, for cost-sharing the Monitoring Costs in order to reduce the total costs incurred by the MS4 Permittees.
06/08/2023

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12664/0001/279556-1
Section 7. Financial Terms.
(a) Annual Payment Amount. The Permittee shall pay no more than the following amounts for each of the three fiscal years (June 30-July 1) listed below (“Annual Payment Amount”):

Fiscal Year 2023-2024:

Four Thousand Two Hundred Thirty Nine Dollars and Sixty Nine Cents ($4,239.69)
Fiscal Year 2024-2025:

Four Thousand Two Hundred Fifty Eight Dollars and Three Cents ($4,258.03) Fiscal Year 2025-2026:

Four Thousand Three Hundred Fifty Seven Dollars and Ninety Eight Cents ($4,357.98)
Each Annual Payment Amount includes the Permittee’s Cost Share Amount identified in Exhibit “A”, attached hereto and incorporated herein.
(b) Administrative Costs. In addition to the Annual Payment Amount, the Permittee shall also pay its proportional share of the GWMA’s staff time for hiring the consultants, managing the consultants’ contracts, and invoicing the Permittee and legal fees incurred by the GWMA in the performance of its duties under this Agreement (“Direct Costs”), and audit expenses and other overhead costs (“Indirect Costs”), referred to collectively herein as the “Administrative Costs Payment Amount”. The Administrative Costs Payment Amount will be added to the Permittee’s annual invoice to cover the Permittee’s share of the administrative costs.
i. GWMA Members. If the Permittee is a GWMA Member, then the Administrative Costs Payment Amount does not include the GWMA’s Indirect Costs, which GWMA Members absorb as part of their annual membership dues. The rate charged to GWMA Members in order to recover the Direct Costs portion of the Administrative Costs Payment Amount will range between zero percent (0%) and five percent (5%) of the of the Permittee’s Cost Share Amount identified in Exhibit “A.” On an annual basis the GWMA will evaluate the percentage rate charged to GWMA Members to ensure it adequately recovers the GWMA’s cost of performing its duties under this Agreement. Based on this review, the GWMA Board will establish the rate charged to recover its Direct Costs for the next fiscal year. The GWMA will provide the Permittee, through the respective Chairs of the Lower San Gabriel River and Lower Los Angeles River Watershed Management Groups, fifteen (15) days’ written notice prior to July 1st of the fiscal year in which a new rate will take effect. ii. Non-GWMA Members. If the Permittee is not a GWMA
Member, then the Administrative Costs Payment Amount will include the GWMA’s Indirect Costs. The rate charged to Non-GWMA Members in order to recover Direct Costs will 06/08/2023

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range between five percent (5%) and ten percent (10%) of the Permittee’s Cost Share Amount identified in Exhibit “A.” The rate charged to Non-GWMA Members in order to recover Indirect Costs will range between two percent (2%) and five percent (5%) of the Permittee’s Cost Share Amount identified in Exhibit “A.” On an annual basis the GWMA will evaluate the percentage rates for both Direct and Indirect Costs charged to NonGWMA Members to ensure they adequately recover the GWMA’s cost of performing its duties under this MOU. Based on this review, the GWMA Board may increase or decrease the rates charged to recover its Direct and Indirect Costs for the next fiscal year. The GWMA will provide the Permittee, through the respective Chairs of the Lower San Gabriel River and Lower Los Angeles River Watershed Management Groups, fifteen (15) days’ written notice prior to July 1st of the fiscal year in which a new rate will take effect.
(c) Adjustment of Cost Share Based on Number of Participants. The Annual Payment Amount and the Administrative Costs Payment Amount identified in this Section 7 (“Financial Terms”) represent the maximum dollar amounts that the Permittee is required to submit to the GWMA, but may be reduced based on the final number of MS4 Permittees that participate in the cost sharing for the Monitoring Costs. (d) Reserve Credits. If the actual cost share amount plus administrative costs collected by GWMA from all participating permittees in the Harbor Toxic Pollutants TMDL program are less than the Annual Payment Amount, plus the Administrative Costs Payment Amount, paid by all permittees in a particular year, then the GWMA will notify the Chairs of the Lower San Gabriel River and Lower Los Angeles River Watershed Management Groups. The Chairs will direct GWMA on how to apply the excess balance, which may include carrying the balance over to cover permittee costs in one or more subsequent years. , GWMA reserves the right to transfer funds from the excess balance to maintain a minimum balance of $10,000 in its account dedicated to the Harbor Toxic Pollutants TMDL program at all times, per GWMA’s Administrative Budget Policy.

Notwithstanding the forgoing, the Administrative Costs Payment Amount charged to nonGWMA Members for Indirect Costs will be retained by GWMA and is not subject to a credit.
(e) Funds remaining in the possession of the GWMA at the expiration or earlier termination of this MOU shall be promptly returned to the Permittee in proportion to the Cost Share Amount identified in Exhibit “A” or rolled over into the subsequent MOU for the Harbor Toxic Pollutants TMDL if requested by the Permittee. (f) The Permittee’s Annual Payment Amount and Administrative Costs Payment Amount for the 2023-2024 fiscal year are due upon execution of this Agreement, but in no event later than November 1, 2023. For each subsequent fiscal year, commencing with the 2024-2025 fiscal year, the GWMA shall submit annual invoices to the Permittee for the Annual Payment Amount and Administrative Costs Payment Amount. Upon receiving an invoice from GWMA, each Permittee shall pay the Annual Payment Amount and Administrative Costs Payment Amount set forth in the invoice to the GWMA within forty-five (45) days of receipt.

December
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(g) The Permittee shall be delinquent if its invoiced payment is not received by the GWMA within forty-five (45) days after the invoice’s date. If the Permittee is delinquent, the GWMA will: 1) verbally contact the representative of the Permittee; and 2) submit a formal letter from the GWMA Executive Officer to the Permittee at the address listed in Section 11 of this Agreement. If payment is not received within sixty (60) days of the original invoice date, the GWMA may terminate this Agreement. However, no such termination may be ordered unless the GWMA first provides the Permittee with thirty (30) days written notice of its intent to terminate the Agreement. The terminated Permittee shall remain obligated to GWMA for its delinquent payments and any other obligations incurred prior to the date of termination. If the GWMA terminates this Agreement because the Permittee is delinquent in its payment, the Permittee shall no longer be entitled to the monitoring data collected from the Monitoring Stations. (h) Any delinquent payments by the Permittee shall accrue compound interest at the average rate of interest paid by the Local Agency Investment Fund during the time that the payment is delinquent.

Section 8. Independent Contractor.
(a) The GWMA is, and shall at all times remain, a wholly independent contractor for performance of the obligations described in this Agreement. The GWMA’s officers, officials, employees and agents shall at all times during the term of this Agreement be under the exclusive control of the GWMA. The Permittee cannot control the conduct of the GWMA or any of its officers, officials, employees or agents. The GWMA and its officers, officials, employees, and agents shall not be deemed to be employees of the Permittee.
(b) The GWMA is solely responsible for the payment of salaries, wages, other compensation, employment taxes, workers’ compensation, or similar taxes for its employees and consultants performing services hereunder.

Section 9. Indemnification and Warranty.
(a) The Permittee shall defend, indemnify and hold harmless the GWMA and its officers, employees, and other representatives and agents from and against any and all liabilities, actions, suits proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (including property owned by the GWMA) for negligent or intentional acts, errors and omissions committed by the Permittee or its officers, employees, and agents, arising out of or related to that Permittee’s performance under this Agreement, except for such loss as may be caused by GWMA’s negligence or that of its officers, employees, or other representatives and agents, excluding the consultant. (b) GWMA makes no guarantee or warranty that any monitoring data prepared by the consultants shall be approved by the relevant governmental authorities.

GWMA shall have no liability to the Permittee for the negligent or intentional acts or omissions of GWMA’s consultants.
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Section 10. Termination.
(a) The Permittee may terminate this Agreement for any reason, or no reason, by giving the GWMA prior written notice thereof, but the Permittee shall remain responsible for its entire Annual Payment Amount through the end of the current fiscal year during which Permittee terminates the Agreement and shall not be entitled any refund of any portion of said Annual Payment Amount. Moreover, unless the Permittee provides written notice of termination to the GWMA by February 15th immediately prior to a new fiscal year, the Permittee shall also be responsible for its Annual Payment Amount through the end of such new fiscal year (e.g., If the Permittee terminates on March 1st, 2024, the Permittee is responsible for the Annual Payment Amounts for both fiscal years 2023-2024 and 2024-2025. If the Permittee terminates on February 10, 2024, the Permittee is responsible for its Annual Payment Amount only for Fiscal year 2023- 2024, not for fiscal year 2024-2025). If the Permittee terminates the Agreement, the Permittee shall remain liable for any loss, debt, or liability otherwise incurred through the end of the new fiscal year.
(b) The GWMA may, with a vote of the GWMA Board, terminate this Agreement upon not less than thirty (30) days written notice to the Permittee. Any remaining funds not due and payable or otherwise legally committed to Consultant shall be returned to the Permittee.

Section 11. Miscellaneous.
(a) Other NPDES Permit Holders. Individual or general NPDES permit holders who are not MS4 Permittees that receive Harbor Toxic Pollutants TMDL monitoring requirements in their NPDES permits may wish to participate in this cost share for the Monitoring Costs in order to receive the monitoring data collected from the Monitoring Stations. Upon receipt of a written request from an NPDES permit holder to participate in this cost share, the GWMA will either reject or accept the NPDES permit holder’s participation in the cost share arrangement. If accepted, the NPDES permit holder will enter into a separate cost share agreement with the GWMA that will require the NPDES permit holder to pay annually at least twelve thousand three hundred dollars ($12,300) (“Private Monitoring Fee”) for the Monitoring Costs. Failure to pay the Private Monitoring Fee by the date set forth in the cost share agreement will result in termination of the NPDES permit holder’s participant status. An NPDES permit holder accepted as a participant will only be entitled to receive the monitoring data collected from the Monitoring Stations for any fiscal year in which the participant has paid its Private Monitoring Fee. The Private Monitoring Fee will be applied as a credit toward the Permittee’s Annual Payment Amount in proportion to the Permittee’s Cost Share Amount identified in Exhibit “A.”
(b) Notices. All Notices which the Parties require or desire to give hereunder shall be in writing and shall be deemed given when delivered personally or three (3) days after mailing by registered or certified mail (return receipt requested) to the following address or as such other addresses as the Parties may from time to time designate by written notice in the aforesaid manner:
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To GWMA:

Ms. Grace Kast
Executive Officer
16401 Paramount Boulevard
Paramount, CA 90723
To the Permittee:

City of Santa Fe Springs
11710 Telegraph Rd
Santa Fe Springs, CA 90670
Attn: Sarina Morales Choate
(c) Amendment. The terms and provisions of this Agreement may not be amended, modified or waived, except by a written instrument signed by all Parties. (d) Waiver. Waiver by either the GWMA or the Permittee of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver, by the GWMA or the Permittee, to any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach of any provision of this Agreement. (e) Law to Govern: Venue. This Agreement shall be interpreted, construed, and governed according to the laws of the State of California. In the event of litigation between the Parties, venue shall lie exclusively in the County of Los Angeles. (f) No Presumption in Drafting. The Parties to this Agreement agree that the general rule than an agreement is to be interpreted against the Party drafting it, or causing it to be prepared, shall not apply.
(g) Severability. If any term, provision, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and this Agreement shall be read and construed without the invalid, void, or unenforceable provisions(s).
(h) Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. (i) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute but one and the same instrument, provided, however, that such counterparts shall have been delivered to all Parties to this Agreement.

Jessie Sira Jesse Sira
06/08/2023

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(j) Legal Representation. All Parties have been represented by counsel in the preparation and negotiation of this Agreement. Accordingly, this Agreement shall be construed according to its fair language.
(k) Authority to Execute this Agreement. The person or persons executing this Agreement on behalf of Permittee warrants and represents that he or she has the authority to execute this Agreement on behalf of the Permittee and has the authority to bind Permittee.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on their behalf, respectively, as follows:

DATE:________________ LOS ANGELES GATEWAY REGION

INTEGRATED REGIONAL WATER

MANAGEMENT JOINT POWERS

AUTHORITY
________________________________
Adriana Figueroa
GWMA Chair
DATE: _______________ PERMITTEE
City of Santa Fe Springs

Signature

Print Name

Print Title
EXHIBIT “A”

COST SHARE MATRIX

ATTACHED

04/06/15

AGREEMENT

BETWEEN THE LOS ANGELES GATEWAY REGION INTEGRATED REGIONAL

WATER MANAGEMENT JOINT POWERS AUTHORITY

AND THE

CITY OF SANTA FE SPRINGS

FOR COST SHARING FOR THE INSTALLATION OF MONITORING EQUIPMENT

AND MONITORING PURSUANT TO THE HARBOR TOXIC POLLUTANTS TMDL This Agreement is made and entered into as of June 8, 2015, by and between the Los Angeles Gateway Region Integrated Regional Water Management Joint Powers Authority (“GWMA”), a California Joint Powers Authority, and the City of Santa Fe Springs, (the “Permittee”).

RECITALS
WHEREAS, the mission of the GWMA includes the equitable protection and management of water resources within its area;
WHEREAS, for the purposes of this Agreement, the term “MS4 Permittees” shall mean those public agencies that are co-permittees to a National Pollutant Discharge Elimination System Municipal Separate Storm Sewer System Permit Order (“MS4 Permit”) issued by the Los Angeles Regional Water Quality Control Board; WHEREAS, the United States Environmental Protection Agency established the Total Maximum Daily Loads (“TMDL”) for Toxic Pollutants on March 23, 2012, with the intent of protecting and improving water quality in the Dominguez Channel and the Greater Los Angeles and Long Beach Harbor Waters (“Harbor Toxic Pollutants TMDL”); WHEREAS, the Harbor Toxic Pollutants TMDL regulates certain discharges from National Pollutant Discharge Elimination System (“NPDES”) permit holders, requiring organization and cooperation among the Permittees;
WHEREAS, the Permittee manages, drains or conveys storm water into at least a portion of the Los Angeles River including the estuary or Coyote Creek or the San Gabriel River including the estuary;
WHEREAS, various MS4 Permittees desire to facilitate the achievement of the objectives of the Harbor Toxic Pollutants TMDL by installing one monitoring station in the Los Angeles River at Wardlow Road, one monitoring station in the San Gabriel River near Spring Street, and one monitoring station in the Coyote Creek, also near Spring Street and conducting monitoring at said monitoring stations (collectively “Monitoring Stations”) to ensure consistency with other regional monitoring programs and usability with other TMDL related studies;
WHEREAS, installation of the Monitoring Stations and future monitoring requires administrative coordination for the various MS4 Permittees that the GWMA can provide;

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ATTACHMENT B
04/06/15
WHEREAS, individual MS4 permittees that are not GWMA members have indicated a desire to participate in the cost sharing for the installation of the Monitoring Stations and the costs of monitoring conducted at the Monitoring Stations (collectively “Monitoring Costs”);
WHEREAS, the GWMA Board of Directors authorized the GWMA to enter into individual separate agreements with such individual MS4 Permittees (which shall not have voting rights in any group relating to the GWMA Members) for purposes of only cost sharing in the Monitoring Costs;
WHEREAS, the members of the GWMA are the Cities of Artesia, Bell, Bell Gardens, Bellflower, Cerritos, Commerce, Cudahy, Downey, Hawaiian Gardens, Huntington Park, La Mirada, Lakewood, Long Beach, Lynwood, Maywood, Montebello, Norwalk, Paramount, Pico Rivera, Santa Fe Springs, Signal Hill, South Gate, Vernon, Whittier, Central Basin Municipal Water District and the Long Beach Water Department (“GWMA Members”);
WHEREAS, because GWMA Members already currently pay annual membership fees that pay for GWMA administrative costs, GWMA Members that participate in the cost share for the Monitoring Costs shall pay a three percent (3%) administrative fee on each payment to cover various administrative costs;
WHEREAS, MS4 Permittees that are not GWMA Members that participate in the cost share for the Monitoring Costs shall pay a five percent (5%) administrative fee on each payment to cover various administrative costs;
WHEREAS, currently a majority of MS4 Permittees tributary to the Los Angeles and San Gabriel River systems have committed to cost share for the Monitoring Costs; WHEREAS, because of the financial savings and benefits resulting from this cost-sharing arrangement, other MS4 Permittees may request to participate in the cost sharing of the Monitoring Costs;
WHEREAS, the cost-share formula, set forth in Exhibit “A” of this Agreement, currently assumes the participation of the maximum number of MS4 Permittees required to comply with the monitoring requirements of the Harbor Toxic Pollutants TMDL; WHEREAS, it is currently unknown how many MS4 Permittees will ultimately participate in the cost sharing of the Monitoring Costs; WHEREAS, because some definite maximum cost share amount per participating Permittee is required for planning purposes, this Agreement requires each participating Permittee to submit an initial payment that includes the first year payment plus a deposit that is 25% of the first year payment cost identified in Exhibit “A” of this Agreement, to account for possible non-participation of some MS4 Permittees in the cost share for the Monitoring Costs;

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WHEREAS, depending on how many MS4 Permittees ultimately participate in the cost sharing for the Monitoring Costs, each participating Permittee’s annual cost share amount will be adjusted and the GWMA will notify each participating Permittee of its adjusted annual cost share amount in writing;
WHEREAS, the “Initial Payment Amount” and the “Annual Payment Amount” identified in Section 8 (“Financial Terms”) of this Agreement represent the maximum dollar amounts that the Permittee is required to submit to the GWMA, but may be reduced based on the final number of MS4 Permittees that participate in the cost sharing for the Monitoring Costs;
WHEREAS, if the actual cost share amount is less than the Initial Payment Amount paid by the Permittee, the GWMA will notify the Permittee and shall credit any balance in excess of the actual cost share amount towards the Permittee’s “Annual Payment Amount” in subsequent years;
WHEREAS, the Permittee desires to share in the Monitoring Costs; WHEREAS, the Permittee and the GWMA are collectively referred to as the “Parties”;
WHEREAS, the Parties have determined that authorizing GWMA to hire additional consultant as necessary to install the Monitoring Stations and conduct the monitoring required by the Harbor Toxic Pollutants TMDL will be beneficial to the Parties;
WHEREAS, the Permittee agrees to pay: (a) its proportional share of the Monitoring Costs to be incurred by the GWMA in accordance with the Cost Sharing Formula reflected in Exhibit “A”, (b) a deposit of 25% of the initial cost share amount and a deposit of 25% of the annual cost share amount; and (c) applicable administrative fees to cover administrative costs; and
WHEREAS, the role of the GWMA is to: (1) invoice and collect funds from the Permittee to cover its portion of the Monitoring Costs; and (2) hire and retain consultants to install Monitoring Stations and conduct monitoring at the Monitoring Stations.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein, the Parties do hereby agree as follows:

Section 1. Recitals. The recitals set forth above are fully incorporated as part of this Agreement.

Section 2. Purpose. The purpose of this Agreement is for the Permittee to cost share in the Monitoring Costs.

Section 3. Cooperation. The Parties shall fully cooperate with one another to achieve the purposes of this Agreement.

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Section 4. Voluntary Nature. The Parties voluntarily enter into this Agreement.

Section 5. Binding Effect. This Agreement shall become binding on GWMA and the Permittee.

Section 6. Term. This Agreement shall commence on July 1, 2015 and shall expire on June 30, 2018, unless terminated earlier pursuant to this Agreement.

Section 7. Role of the GWMA.
(a) The GWMA shall invoice and collect funds from the Permittee to cover the Monitoring Costs; and
(b) The GWMA shall administer the consultants’ contracts for the Monitoring Costs.

Section 8. Financial Terms.
(a) Initial Payment Amount. The Permittee shall pay no more than Fourteen Thousand Four Hundred Forty-Nine Dollars and Ninety-Two Cents ($14,449.92) for the initial payment (“Initial Payment Amount”) , for the 2015-2016 fiscal year to the GWMA for managing the installation of the Monitoring Stations and the monitoring data collected at the Monitoring Stations for the 2015-2016 fiscal year. This Initial Payment Amount includes: (1) the Permittee’s cost share amount (“Cost Share Amount”) identified in Exhibit “A”, attached hereto and incorporated herein; (2) the administrative fee identified in subsection (c) of this Section 8; and (3) a deposit in the amount of 25% of the Permittee’s Cost Share Amount identified in Exhibit “A”. (b) Annual Payment Amount. For each subsequent fiscal year, commencing with the 2016-2017 fiscal year, the Permittee shall pay no more than Seven Thousand Eight Hundred Eighty-Two Dollars and Twenty-Four Cents ($7,882.24) (“Annual Payment Amount”) annually on a fiscal year (July 1st to June 30th) basis to the GWMA in exchange for the monitoring data collected from the Monitoring Stations. This price assumes the participation of the maximum number of MS4 Permittees subject to the Harbor Toxic Pollutants TMDL. This Annual Payment Amount includes: (1) the Permittee’s Cost Share Amount identified in Exhibit “A”, attached hereto and incorporated herein; (2) the administrative fee identified in subsection (c) of this Section 8; and (3) a deposit in the amount of 25% of the Permittee’s Cost Share Amount identified in Exhibit “A”.
(c) Adjustment of Cost Share Based on Number of Participants. The “Initial Payment Amount” and the “Annual Payment Amount” identified in Section 8 (“Financial Terms”) of this Agreement represent the maximum dollar amounts that the Permittee is required to submit to the GWMA, but may be reduced based on the final number of MS4 Permittees that participate in the cost sharing for the Monitoring Costs.

In the event that fewer than the maximum number of MS4 Permittees participate, the GWMA will notify the Permittee in writing that the Permittee’s cost share amount will be adjusted accordingly. If the Permittee’s actual cost share amount plus administrative

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costs are less than the Initial Payment Amount paid by the Permittee, the GWMA will notify the Permittee in writing and shall credit any balance in excess of the actual cost share amount towards the Permittee’s “Annual Payment Amount” in subsequent years; (d) Administrative Costs. As part of the Initial Payment Amount and the Annual Payment Amount, the Permittee shall also pay its proportional share of the GWMA’s staff time for hiring the consultants and invoicing the Permittee, audit expenses and other overhead costs, including reasonable legal fees incurred by the GWMA in the performance of its duties under this Agreement (“Administrative Costs”).

The GWMA shall charge three percent (3%) of each Permittee’s Cost Share Amount identified in Exhibit “A” to the Permittee’s annual invoice to cover the Permittee’s share of the Administrative Costs.
(e) The Permittee’s Initial Payment Amount shall cover the 2015-2016 fiscal year and is due upon execution of this Agreement, but in no event later than June 30, 2015. For each subsequent fiscal year, commencing with the 2016-2017 fiscal year, the GWMA shall submit annual invoices to the Permittee for the Annual Payment Amount no later than the April 1st prior to the new fiscal year. (f) Upon receiving an invoice from the GWMA, the Permittee shall pay the invoiced amount to the GWMA within thirty (30) days of the invoice’s date. (g) The Permittee shall be delinquent if its invoiced payment is not received by the GWMA within forty-five (45) days after the invoice’s date. If the Permittee is delinquent, the GWMA will: 1) verbally contact the representative of the Permittee; and 2) submit a formal letter from the GWMA Executive Officer to the Permittee at the address listed in Section 12 of this Agreement. If payment is not received within sixty (60) days of the original invoice date, the GWMA may terminate this Agreement. However, no such termination may be ordered unless the GWMA first provides the Permittee with thirty (30) days written notice of its intent to terminate the Agreement. The terminated Permittee shall remain obligated to GWMA for its delinquent payments and any other obligations incurred prior to the date of termination.

If the GWMA terminates this Agreement because the Permittee is delinquent in its payment, the Permittee shall no longer be entitled to the monitoring data collected from the Monitoring Stations.
(h) Any delinquent payments by the Permittee shall accrue compound interest at the average rate of interest paid by the Local Agency Investment Fund during the time that the payment is delinquent.

Section 9. Independent Contractor.
(a) The GWMA is, and shall at all times remain, a wholly independent contractor for performance of the obligations described in this Agreement. The GWMA’s officers, officials, employees and agents shall at all times during the term of this Agreement be under the exclusive control of the GWMA. The Permittee cannot control the conduct of the GWMA or any of its officers, officials, employees or agents. The

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GWMA and its officers, officials, employees, and agents shall not be deemed to be employees of the Permittee.
(b) The GWMA is solely responsible for the payment of salaries, wages, other compensation, employment taxes, workers’ compensation, or similar taxes for its employees and consultants performing services hereunder.

Section 10. Indemnification and Insurance.
(a) The Permittee shall defend, indemnify and hold harmless the GWMA and its officers, employees, and other representatives and agents from and against any and all liabilities, actions, suits proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorney’s fees, for injury to or death of person(s), for damage to property (including property owned by the GWMA) for negligent or intentional acts, errors and omissions committed by the Permittee or its officers, employees, and agents, arising out of or related to that Permittee’s performance under this Agreement, except for such loss as may be caused by GWMA’s negligence or that of its officers, employees, or other representatives and agents, excluding the consultant.
(b) GWMA makes no guarantee or warranty that any monitoring data prepared by the consultants shall be approved by the relevant governmental authorities.

GWMA shall have no liability to the Permittee for the negligent or intentional acts or omissions of GWMA’s consultants. The Permittee’s sole recourse for any negligent or intentional act or omission of GWMA’s consultants shall be against consultants and their insurance.

Section 11. Termination.
(a) The Permittee may terminate this Agreement for any reason, or no reason, by giving the GWMA prior written notice thereof, but the Permittee shall remain responsible for its entire Annual Payment Amount through the end of the current fiscal year during which Permittee terminates the Agreement and shall not be entitled any refund of any portion of said Annual Payment Amount. Moreover, unless the Permittee provides written notice of termination to the GWMA by February 15th immediately prior to the new fiscal year, the Permittee shall also be responsible for its Annual Payment Amount through the end of the new fiscal year (e.g., If the Permittee terminates on March 1st, 2016, the Permittee is responsible for the Annual Payment Amounts for both FY 2015-2016 and FY 2016-2017. If the Permittee terminates on February 10, 2016, the Permittee is responsible for its Annual Payment Amount only for FY 2015-2016, not for FY 2016-2017). If the Permittee terminates the Agreement, the Permittee shall remain liable for any loss, debt, or liability otherwise incurred through the end of the new fiscal year.
(b) The GWMA may, with a vote of the GWMA Board, terminate this Agreement upon not less than thirty (30) days written notice to the Permittee. Any remaining funds not due and payable or otherwise legally committed to Consultant shall

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be returned to the Permittee.

Section 12. Miscellaneous.
(a) Notices. All Notices which the Parties require or desire to give hereunder shall be in writing and shall be deemed given when delivered personally or three (3) days after mailing by registered or certified mail (return receipt requested) to the following address or as such other addresses as the Parties may from time to time designate by written notice in the aforesaid manner:

To GWMA:

Ms. Toni Penn
GWMA Administrative/Accounting Assistant
GWMA
16401 Paramount Boulevard
Paramount, CA 90723
To the Permittee:

Thaddeus McCormack
City Manager
City of Santa Fe Springs
11710 Telegraph Road
Santa Fe Springs, CA 90670
[email protected]
(b) Amendment. The terms and provisions of this Agreement may not be amended, modified or waived, except by a written instrument signed by all Parties. (c) Waiver. Waiver by either the GWMA or the Permittee of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver, by the GWMA or the Permittee, to any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach of any provision of this Agreement. (d) Law to Govern: Venue. This Agreement shall be interpreted, construed, and governed according to the laws of the State of California. In the event of litigation between the Parties, venue shall lie exclusively in the County of Los Angeles. (e) No Presumption in Drafting. The Parties to this Agreement agree that the general rule than an agreement is to be interpreted against the Party drafting it, or causing it to be prepared, shall not apply.
(f) Severability. If any term, provision, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall not be

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affected thereby and this Agreement shall be read and construed without the invalid, void, or unenforceable provisions(s).
(g) Entire Agreement. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, whether written or oral, with respect thereto. (h) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute but one and the same instrument, provided, however, that such counterparts shall have been delivered to all Parties to this Agreement. (i) Legal Representation. All Parties have been represented by counsel in the preparation and negotiation of this Agreement. Accordingly, this Agreement shall be construed according to its fair language. (j) Authority to Execute this Agreement. The person or persons executing this Agreement on behalf of Permittee warrants and represents that he or she has the authority to execute this Agreement on behalf of the Permittee and has the authority to bind Permittee.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on their behalf, respectively, as follows:

DATE:________________ LOS ANGELES GATEWAY REGION

INTEGRATED REGIONAL WATER

MANAGEMENT JOINT POWERS

AUTHORITY
________________________________
Christopher S. Cash
GWMA Chair
DATE: _______________ PERMITTEE
City of Santa Fe Springs
Signature
Print Name
Print Title

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EXHIBIT “A”

COST SHARE MATRIX

ATTACHED

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Harbor Toxics TMDL Monitoring
Los Angeles River Watersheds
Last update 5/28/2015 Area is preliminary and subject to revisions.

Group Name Cities/ Permittees Involved Area (acres) Area Base Cost Area Cost Total Cost Base Cost Area Cost Total Cost Alhambra 4,884 1.3% $653 $687 $1,340 $356 $375 $731
Burbank 11,095 3.0% $653 $1,561 $2,214 $356 $852 $1,208 Calabasas 4,006 1.1% $653 $564 $1,217 $356 $307 $664
Glendale 19,588 5.3% $653 $2,756 $3,409 $356 $1,503 $1,860 Hidden Hills 961 0.3% $653 $135 $788 $356 $74 $430
La Canada Flintridge 5,534 1.5% $653 $779 $1,432 $356 $425 $781 Los Angeles 181,288 48.8% $653 $25,511 $26,164 $356 $13,915 $14,271 Montebello 5,356 1.4% $653 $754 $1,407 $356 $411 $767
Monterey Park 4,952 1.3% $653 $697 $1,350 $356 $380 $736 Pasadena 14,805 4.0% $653 $2,083 $2,737 $356 $1,136 $1,493 Rosemead 3,311 0.9% $653 $466 $1,119 $356 $254 $610
San Gabriel 2,645 0.7% $653 $372 $1,025 $356 $203 $559
San Marino 2,410 0.6% $653 $339 $992 $356 $185 $541
South Pasadena 2,186 0.6% $653 $308 $961 $356 $168 $524 Temple City 2,577 0.7% $653 $363 $1,016 $356 $198 $554
Unincorporated 40,553 10.9% $653 $5,707 $6,360 $356 $3,113 $3,469 Downey 3,546 1.0% $1,306 $499 $1,805 $713 $272 $985
Lakewood 51 0.0% $1,306 $7 $1,313 $713 $4 $716
Long Beach 12,301 3.3% $1,306 $1,731 $3,037 $713 $944 $1,657 Lynwood 3,098 0.8% $1,306 $436 $1,742 $713 $238 $950
Paramount 1,997 0.5% $1,306 $281 $1,587 $713 $153 $866
Pico Rivera 1,510 0.4% $1,306 $212 $1,519 $713 $116 $828 Signal Hill 774 0.2% $1,306 $109 $1,415 $713 $59 $772
South Gate 4,704 1.3% $1,306 $662 $1,968 $713 $361 $1,074 Arcadia 6,912 1.9% $1,493 $973 $2,466 $814 $531 $1,345
Azusa 0 0.0% $1,493 $0 $1,493 $814 $0 $814
Bradbury 512 0.1% $1,493 $72 $1,565 $814 $39 $854
Duarte 832 0.2% $1,493 $117 $1,610 $814 $64 $878
Monrovia 5,056 1.4% $1,493 $711 $2,204 $814 $388 $1,202 Sierra Madre 1,792 0.5% $1,493 $252 $1,745 $814 $138 $952 Unincorporated 1,792 0.5% $1,493 $252 $1,745 $814 $138 $952 Bell 1,676 0.5% $1,493 $236 $1,729 $814 $129 $943
Bell Gardens 1,577 0.4% $1,493 $222 $1,715 $814 $121 $935 Commerce 4,195 1.1% $1,493 $590 $2,083 $814 $322 $1,136 Cudahy 786 0.2% $1,493 $111 $1,603 $814 $60 $875
Huntington Park 1,930 0.5% $1,493 $272 $1,764 $814 $148 $962 Maywood 754 0.2% $1,493 $106 $1,599 $814 $58 $872
Vernon 3,298 0.9% $1,493 $464 $1,957 $814 $253 $1,067
El Monte 4,482 1.2% $5,225 $631 $5,856 $2,850 $344 $3,194 South El Monte 1,577 0.4% $5,225 $222 $5,447 $2,850 $121 $2,971 LACFCD (5%) - - - - - - - - - - $5,500 - - - - $3,000
Totals 371,303 100.0% $52,250 $52,250 $104,500 $28,500 $28,500 $57,000 - GWMA members will pay an additional 3% in administrative costs - GWMA will collect a 25% deposit on each cost share amount listed in case a city decides to drop out - Non-GWMA members will an additional 5% in administrative costs Should the following cities elect to participate, their fees will be as shown below.

Carson 54 $5,225 $8 $5,233 $2,850 $4 $2,854
Compton 6,060 $5,225 $848 $6,073 $2,850 $485 $3,335
San Fernando 1,518 $653 $213 $866 $356 $116 $472
Rio Hondo/San Gabriel
River Water Quality Group
Upper Reach 2 Group
Other
(50% equal share, 50% by area) (50% equal share, 50% by area) Installation and 1st Year's operations
$110,000
2nd Year and subsequent years
$60,000
Upper Los Angeles River
Watershed Group
Lower Los Angeles River
Watershed
Harbor Toxics TMDL Monitoring
Los Angeles River Watersheds
Last update 5/28/2015 Area is preliminary and subject to revisions.

Cost Share Breakdown
Base Cost
Area Cost
LACFCD Contribution
Total
Additional Monitoring
Gateway Cities
Non-Gateway Cities
Participating
Agencies
Cost
1st Year $ 110,000
2nd Year $ 60,000
Harbor Toxics TMDL Monitoring
San Gabriel River Watersheds
Last update 5/28/2015 Area is preliminary and subject to revisions.

Group Name Cities/ Permittees Involved Area (acres) Area Base Cost Area Cost Total Cost Base Cost Area Cost Total Cost Arcadia 128 0.1% $1,493 $41 $1,534 $814 $22 $837
Azusa 5,952 3.6% $1,493 $1,897 $3,389 $814 $1,035 $1,849 Bradbury 704 0.4% $1,493 $224 $1,717 $814 $122 $937
Duarte 64 0.0% $1,493 $20 $1,513 $814 $11 $825
Monrovia 64 0.0% $1,493 $20 $1,513 $814 $11 $825
Sierra Madre 0 0.0% $1,493 $0 $1,493 $814 $0 $814
Unincorporated 1,344 0.8% $1,493 $428 $1,921 $814 $234 $1,048 Baldwin Park 4,335 2.6% $1,742 $1,381 $3,123 $950 $753 $1,703 Covina 4,481 2.7% $1,742 $1,428 $3,170 $950 $779 $1,729 Glendora 9,307 5.7% $1,742 $2,966 $4,707 $950 $1,618 $2,568 Industry 7,647 4.7% $1,742 $2,437 $4,178 $950 $1,329 $2,279 La Puente 2,207 1.3% $1,742 $703 $2,445 $950 $384 $1,334 Unincorporated 40,812 24.9% $1,742 $13,005 $14,746 $950 $7,093 $8,043 Claremont 5,790 3.5% $2,613 $1,845 $4,457 $1,425 $1,006 $2,431 La Verne 5,030 3.1% $2,613 $1,603 $4,215 $1,425 $874 $2,299 Pomona 7,929 4.8% $2,613 $2,527 $5,139 $1,425 $1,378 $2,803 San Dimas 8,539 5.2% $2,613 $2,721 $5,333 $1,425 $1,484 $2,909 Bellflower 1,216 0.7% $1,045 $387 $1,432 $570 $211 $781 Cerritos 5,645 3.4% $1,045 $1,799 $2,844 $570 $981 $1,551 Diamond Bar 4,563 2.8% $1,045 $1,454 $2,499 $570 $793 $1,363 Downey 4,237 2.6% $1,045 $1,350 $2,395 $570 $736 $1,306 Lakewood 1,293 0.8% $1,045 $412 $1,457 $570 $225 $795
Long Beach 2,138 1.3% $1,045 $681 $1,726 $570 $372 $942 Norwalk 6,246 3.8% $1,045 $1,990 $3,035 $570 $1,086 $1,656 Pico Rivera 3,929 2.4% $1,045 $1,252 $2,297 $570 $683 $1,253 Santa Fe Springs 5,683 3.5% $1,045 $1,811 $2,856 $570 $988 $1,558 Whittier 9,382 5.7% $1,045 $2,990 $4,035 $570 $1,631 $2,201 Other El Monte 1,577 1.0% $2,613 $503 $3,115 $1,425 $274 $1,699 Irwindale 6,152 3.8% $2,613 $1,960 $4,573 $1,425 $1,069 $2,494 South El Monte 1,823 1.1% $2,613 $581 $3,193 $1,425 $317 $1,742 Walnut 5,757 3.5% $2,613 $1,834 $4,447 $1,425 $1,001 $2,426 LACFCD (5%) - - - - - - - - - - $5,500 - - - - $3,000
Totals 163,974 100.0% $52,250 $52,250 $104,500 $28,500 $28,500 $57,000 - GWMA members will pay an additional 3% in administrative costs - Non-GWMA members will an additional 5% in administrative costs - GWMA will collect a 25% deposit on each cost share amount listed in case a city decides to drop out Should the following cities elect to participate, their fees will be as shown below.

La Habra Heights 700 $2,613 $224 $2,837 $1,425 $119 $1,544 West Covina 10,283 $1,742 $3,291 $5,033 $950 $1,748 $2,698 East San Gabriel Valley
Watershed Management
Area
Lower San Gabriel River
(50% equal share, 50% by area) (50% equal share, 50% by area) Installation and 1st Year's operations
$110,000
2nd Year and subsequent years
$60,000
Rio Hondo/San Gabriel
River Water Quality Group
Upper San Gabriel River
Harbor Toxics TMDL Monitoring
San Gabriel River Watersheds
Last update 5/28/2015 Area is preliminary and subject to revisions.

Cost Share Breakdown
Base Cost
Area Cost
LACFCD Contribution
Total
Additional Monitoring
Gateway Cities
Non-Gateway Cities
Participating
Agencies
Cost
1st Year $ 110,000
2nd Year $ 60,000
Harbor Toxics TMDL Monitoring
Coyote Creek Watersheds
Last update 5/28/2015 Area is preliminary and subject to revisions.

Group Name Cities/ Permittees Involved Area (acres) Area Base Cost Area Cost Total Cost Base Cost Area Cost Total Cost Artesia 1,037 2.0% $2,613 $1,062 $3,675 $1,425 $579 $2,004 Cerritos 5,645 11.1% $2,613 $5,781 $8,394 $1,425 $3,153 $4,578 Diamond Bar 4,563 8.9% $2,613 $4,673 $7,286 $1,425 $2,549 $3,974 Hawaiian Gardens 614 1.2% $2,613 $629 $3,241 $1,425 $343 $1,768 La Mirada 5,018 9.8% $2,613 $5,139 $7,752 $1,425 $2,803 $4,228 Lakewood 1,293 2.5% $2,613 $1,324 $3,937 $1,425 $722 $2,147 Long Beach 2,138 4.2% $2,613 $2,190 $4,802 $1,425 $1,194 $2,619 Norwalk 6,246 12.2% $2,613 $6,397 $9,009 $1,425 $3,489 $4,914 Santa Fe Springs 5,683 11.1% $2,613 $5,820 $8,433 $1,425 $3,175 $4,600 Whittier 9,382 18.4% $2,613 $9,608 $12,221 $1,425 $5,241 $6,666 Other Unincorporated 9,400 18.4% $26,125 $9,627 $35,752 $14,250 $5,251 $19,501 LACFCD (5%) - - - - - - - - - - $5,500 - - - - $3,000
Totals 51,019 100.0% $52,250 $52,250 $104,500 $28,500 $28,500 $57,000 - GWMA members will pay an additional 3% in administrative costs - Non-GWMA members will an additional 5% in administrative costs - GWMA will collect a 25% deposit on each cost share amount listed in case a city decides to drop out Should La Habra Heights choose to participate, the fee will be as below and the fee for Unincoporated will change as shown below.

La Habra Heights 3,242 $13,063 $3,307 $16,369 $7,125 $1,816 $8,941 Unincorporated 9,400 $13,063 $9,588 $22,651 $7,125 $5,264 $12,389 Lower San Gabriel River
(50% equal share, 50% by area) (50% equal share, 50% by area) Installation and 1st Year's operations
$110,000
2nd Year and subsequent years
$60,000
Harbor Toxics TMDL Monitoring
Coyote Creek Watersheds
Last update 5/28/2015 Area is preliminary and subject to revisions.

Cost Share Breakdown
Base Cost
Area Cost
LACFCD Contribution
Total
Additional Monitoring
Gateway Cities
Non-Gateway Cities
Participating
Agencies
Cost
1st Year $ 110,000
2nd Year $ 60,000
ITEM # 13

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Wayne M. Morrell, Director of Planning
SUBJECT: BUILDING PLAN CHECK AND INSPECTION SERVICES –

AUTHORIZATION TO ADVERTISE A REQUEST FOR PROPOSAL (RFP) DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council:
1) Authorize the Director of Planning to advertise a Request For Proposal for Building Plan Check and Inspection Services; and
2) Take such additional, related, action that may be desirable.

FISCAL IMPACT:

There would be no impact to the City’s General Funds. The cost of the service will be paid by plan check and permit issuance fees. Any additional fees collected will be used to cover administrative and overhead costs of the City.

BACKGROUND/DISCUSSION:

Staff has prepared the attached RFP to solicit proposals from qualified firms to provide for building plan check and inspection services. Historically, the City has contracted with Los Angeles County for comprehensive building plan check and inspection services. The County has provided this service to the City since the City’s incorporation on June 15, 1957.

Pursuant to the terms of the agreement, the City provides an office area, within the Planning Department at City Hall, and without charge, to the County for its administration of the functions of the Building and Safety Division. Two part-time, County plan check CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023

Page 2 of 3 ends

engineers and a full-time building inspector operate out of the Santa Fe Springs office.

The plan check engineers review structural and architectural plans while Mechanical, Electrical, Plumbing (MEP), and Grading plan checks are reviewed at the County’s main office in the City of Alhambra. For MEPs, plans are uploaded to LA County BSOP online portal: https://dpw.lacounty.gov/bsd/bsop/. Structural and architectural plan checks are done at City Hall.

City Staff, consisting of a Building Permit Technician II, and a Planning Program Assistant, supplemented by an Administrative Assistant, coordinates with County staff for the scheduling of inspections, issuing of Certificate of Occupancy, issuing permits, and collecting plan check and inspection fees.

The current contract, which became effective January 9, 1964, continues in full force and effect with automatic renewals from year to year with successive one (1) year periods thereafter, unless otherwise terminated by the end of any term, by either party. To terminate the contract, the City must notify the County of its intent to terminate building services by May 31, with termination effective on June 30 of that same year.

The RFP is in response to delayed plan check turnaround and to a lesser degree, poor customer service. To ensure a smooth transition of duties for the selected firm, the RFP is being initiated now, well in advance of the July 1, 2024 contract termination date. The RFP schedule calls for RFP submittals due on December 8, 2023, with evaluation in the second week of January 2024, and an award of contract at the City Council meeting of January 16, 2024. By this selection schedule, the City Council and Staff will have sufficient time to coordinate with the selected firm on the transition planning and preparation process culminating in the complete transition of building plan check and inspection duties effective July 1, 2024.

This is not the first time that the City has solicited proposals for building plan check and inspection services. In January 2010, in response to community complaints primarily involving delayed plan check turnaround and poor customer relations, City Staff initiated an RFP. Eventually, several firms were selected to augment the services already provided by the County, but not to replace the County. The termination was deferred based on a plan-of-action to improve customer relations and service delivery.

During the 2010 RFP process, one suggestion was that the City retained multiple firms to perform full-time plan check and inspection services. For instance, it was suggested that one firm be assigned residential projects while another firm be assigned commercial and industrial projects. While in theory that idea sounded desirable, research with private plan check and inspection firms revealed that, in practice, such an arrangement would create significant, if not counter-productive, liability and accountability problems.

Additionally, State law requires that every city must have a credentialed Chief Building Official (CBO). For Santa Fe Springs, back then and now, the CBO role is currently held by LA County. The research confirmed that it is highly unlikely that multiple firms would be willing to share the role of CBO. This arrangement was considered undesirable and CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 7, 2023

Page 3 of 3 ends

inefficient due to the difficulties with tracking split duties, assignments, and responsibilities. It was generally agreed that a single firm designated as CBO and providing the full range of turnkey building plan check and inspection services was the most efficient, effective and economical arrangement.

ENVIRONMENTAL:

N/A
ANALYSIS:

After almost seven decades of the City exclusively contracting with the County for plan check and inspection service, the City is seeking to replace the County with a private firm.

This is due in part to a myriad of issues, including, but not limited to, long plan check turnaround times; long time between request for inspection and the date of the inspection; poor customer service; lack of interconnectivity between the County computer system and the City’s computer system; the inability of the County to generate a valuation table; the County’s use of a DOS-based instead of a contemporary Window-based permitting/tracking system, the general bureaucracy of the County’s system, and finally, the acknowledgement by the County that they cannot, for various reasons, provide the service to the City that the City deserves and that the County is capable of providing.

Through this RFP process, the City hopes to select a firm that will provide plan check and inspection services that is customer service focused, flexible and efficient.

NEXT STEPS:

Upon approval of the City Council of the recommended actions Staff will post the RFP on the City’s website and email a cover letter with the link to the City website, to a number of firms that provide plan check and inspection services.

ATTACHMENT:

1. Attachment A - RFP For Plan Check and Inspection Services ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

REQUEST FOR PROPOSAL (RFP)

BUILDING PLAN CHECK & INSPECTION

SERVICES
Department of Planning and Development
Building and Safety - RFP Page | 2
I. INTRODUCTION/BACKGROUND
The City of Santa Fe Springs (“City”) is soliciting proposals from qualified firms to provide building plan check and inspection services. The City is committed to providing the most efficient and timely customer service possible to meet the needs of the community. The selected firm(s) will be expected to provide excellent front-line customer service to the City’s residents, businesses, and visitors by responding quickly and effectively to walkins and telephone and electronic inquiries of the public related to services. The selected firm(s) may also be required to develop, establish or recommend City policies and procedures to maintain or improve City’s Building and Safety operations. The selected firm(s) will be expected to work closely with all City departments and ensure that appropriate requirements of those departments are incorporated in the standards and processes. The tasks are more particularly described in the Scope of Work.

The deadline for submitting proposals is 5:00 pm, December 8, 2023. No facsimiles or electronic transmissions will be accepted. The RFP is located on the City’s website at: https://www.santafesprings.org/our_community/services/bids___proposals.php.

For more information concerning the submission requirements, please refer to Section VII. The City intends to follow, but will not be bound by, the following timeline:

Distribution of RFP ..........................................................................November 8, 2023 Deadline to Submit Proposals ................................... December 8, 2023 at 5:00 p.m.

Review of Submittals................................................................December 11-21, 2023 Schedule Interviews ...................................................................... January 8-11, 2024 City Council Award of Contract........................................................January 16, 2024 For further information and questions concerning this RFP, please send your questions to Mr.

Wayne M. Morrell, Director of Planning, at [email protected], with copy to Anh Wood, Administrative Assistant, at [email protected], on all inquiries. All requests for information and responses to questions will be posted on the City’s website. Please check the City’s website for the latest information and queries concerning this RFP.

City of Santa Fe Springs:

The City Santa Fe Springs was incorporated in 1957. It is approximately 8.9 square miles and located in Los Angeles County. Santa Fe Springs is surrounded by the cities of Downey, Norwalk, La Mirada, Whittier and Pico Rivera. It is served by the I-5 and I-605 Freeways. Telegraph Road is the City’s main thoroughfare. Per the U.S. Census Bureau Quick Facts and data from the 2021 American Community Survey, 5-Year Estimates, the City has 18,439 residents and 5,514 housing units.

Santa Fe Springs is a largely built-out community and is mostly zoned for industrial uses:
3,500 acres industrial, 520 acres residential, 315 acres commercial, 115 acres public/institutional facilities, and 125 acres designated as parks and open space.

Government: The City Council consists of five members elected from the City at-large who serve four-year staggered terms. The City Council annually appoints a Mayor and a Mayor Pro Tem to serve a one-year term.

Building and Safety - RFP Page | 3
II. BUILDING AND SAFETY DIVISION
Historically, the City has contracted with Los Angeles County for comprehensive building plan check and inspection services. Pursuant to the terms of the agreement, the City provides an office area, within the Planning Department at City Hall to the County for its administration of the functions of the Building and Safety Division. The computers used for plan checks are County issued and there is no connectivity between the County’s computers and the City’s computers. Mechanical, Electrical, Plumbing (MEP), and Grading plan checks are done at the County’s main office in the City of Alhambra. For MEPs, plans are uploaded to LA County BSOP online portal:
https://dpw.lacounty.gov/bsd/bsop/. Structural and architectural plan checks are conducted at City Hall.

The Building and Safety Division has two part-time plan check engineers and a full-time building inspector. The engineers use Bluebeam for plan checks. On Wednesdays, a building inspector assists with inspections. City staff, consisting of a Building Permit Technician II, and a Planning Program Assistant, supplemented by an Administrative Assistant, is responsible for the issuance of permits and the processing and collecting of all plan check and inspection fees. The City is in the process of hiring a Building Permit Technician I and a Building Permit Technician II.

Permit Viewer: Applicants can view open permits or research permits that have been issued commencing from September 2009 to present, for properties located within the City, by visiting: http://dpw.lacounty.gov/bsd/bpv/. For permits issued prior to September 2009 a visit to the Building Department, during public counter hours, is necessary.

Building Code: The City of Santa Fe Springs currently uses the following Building Codes:
 2023 County of Los Angeles Building Code (Title 26)
 2023 County of Los Angeles Electrical Code (Title 27)  2023 County of Los Angeles Plumbing Code (Title 28)
 2023 County of Los Angeles Mechanical Code (Title 29)  2023 County of Los Angeles Residential Code (Title 30)  2023 County of Los Angeles Green Building Standards Code (Title 31)  2023 County of Los Angeles Existing Building Code (Title 33) Counter Hours: The Building Department public counter is open between 7:30 a.m. to 11:30 a.m. and 2:00 p.m. to 4:30 p.m. Mondays through Thursdays. City Hall is closed every Friday. The Plan Check Engineers are available during the counter hours of 8:30 a.m. - 11:30 a.m. The building inspector is available from 7:30 - 8:30 a.m. to answer questions; thereafter, he is out in the field conducting inspections. After his inspections, he returns to the office to do paperwork in preparation for the next day. The Building inspector conducts inspections on Fridays, although City Hall is closed. Plan checks also occurs remotely, on Fridays.

Building Plan Check Submittal Process:

Similar to other cities, COVID-19 dramatically impacted the City’s plan check submittal process. Prior to COVID-19, the majority of plan checks were in person and paper plans were the norm. Since COVID-19, the City has migrated to a digital plan check submittal Building and Safety - RFP Page | 4
process, though there is the occasional paper submittal. It is important to note that other City departments, including the Fire Department, has not as yet instituted an electronic plan check process.

The following explains the City’s plan check process:
 Digital plan check submittal packages format: Applicant submits a building permit application, both sides completed, with full description of scope of work and valuation specified, in a single PDF file.
 The single pdf file, shall include both architectural and structural sheets. The sheets shall be in order, in a horizontal direction, right side up, and the file “unlocked and unsecured”.
 If deemed necessary by the Project Planner or the Plan Check Engineer, a separate single pdf file of the Electrical, Mechanical, and Plumbing plans, may be required.
 If deemed necessary by the Plan Check Engineer, an unlocked single pdf copy of the structural calculations, energy calculations, and soils reports, cutsheets, ICC or City of LA research reports, product information sheet etc., maybe required.
 PDF files shall be clearly named (labeled) (i.e., 11710 Telegraph Road-rack calculations). Any incomplete submittal packages not following directions shall not be accepted for screening and may cause further delays. All submittal packages may be sent via “Dropbox”, “WeTransfer”, or by emailing attachments that contain all the requested material or any other approved similar means. Multiple emails, I-clouds, or Google drive are not acceptable means.

III. PLAN REVIEW-PLANNING DEPARTMENT REVIEW

1. A digital copy of the proposed plans (plan may also be submitted via Box.com) is submitted, via e-mail to: [email protected].

2. Within 2-3 business days, a project planner from the Planning Department will be assigned to review the architectural plans for compliance with the City's Zoning Ordinance.

3. The project planner will either provide the applicant with corrections or authorize the plans for submittal to the Building Department for plan check. If corrections are required, the applicant will need to revise the plans prior to submittal for Building Plan check. The typical turnaround for Planning review is 1-2 weeks.

4. Revisions must be resubmitted by e-mail. For rechecks, the revised plan check package, the original marked plan check package, and all corrections list must be resubmitted digitally.

5. Before the plans are approved or otherwise authorized for plan check submittal by Planning, the applicant will need to provide the project planner with a completed building permit application.

Building and Safety - RFP Page | 5

6. Once the project planner has confirmed that the architectural plans comply with all applicable Zoning Ordinance requirements, the project planner will then forward the proposed plans and completed building permit application to the Building Department for their review.

IV. PLAN REVIEW-BUILDING DEPARTMENT REVIEW

1. The Building Plan Check Engineer reviews the plan check package for completeness.

2. Once the plan check package is deemed complete, Building staff will process the application(s) and contact the applicant to obtain payment. Once payment is received, the applicant will be provided with an agency referral sheet, which advises the applicant on what other agency clearances are required prior to the issuance of any permits. If corrections are required, the Plan Check Engineer will contact the applicant via e-mail.

3. If deemed necessary by the Building Department, additional plans must be submitted to various agencies, including the Department of Fire-Rescue at 11300 Greenstone Avenue, for Fire Plan check.

4. Revisions must be resubmitted by e-mail. For rechecks, the revised plan check package, the original marked plan check package, and all correction lists must be resubmitted digitally.

5. Once all comments and corrections issued by the Building Department have been satisfied, the Building Department will provide their respective approval. If Planning has not already provided their approval on the plans, the project planner will provide an approval stamp following Building Department approval.

6. Once all required approvals have been obtained from the various departments and agencies, Building Department staff will contact the applicant to make arrangements for pulling permits. Once permits are issued, construction may begin.

7. The Building Inspector inspects the construction progress until project completion.

V. HISTORICAL ACTIVITY LEVELS AND REVENUES
Building Permit FY 2020-21 FY 2021-22 FY 2022-23
Building Permits Issued 385 450 567
Building Permits Valuations $50,105,689.00 $61,129,825.00 $133,607,486.00 Building Plan Checks
Processed
255 298 308
Building Plan Checks
Valuations
$64,745,590.00 $118,916,010.00 $156,833,520.00
Building Permit Plan
Check Fees Collected
$568,596.30 $1,036,981.39 $1,286,680.80
Building Permit Fees
Collected
$589,315.30 $680,835.05 $1,418,676.80
Total Fees Collected $1,157,884.60 $2,617,816.44 $2,705,357.60 Building and Safety - RFP Page | 6
Mechanical Permits FY 2020-21 FY 2021-22 FY 2022-23
Mechanical Permits Issued 104 113 172
Mechanical Plan Checks
Processed
8 14 11
Mechanical Permit Plan
Check Fees Collected
$3,117.40 $5,030.30 $9,373.94
Mechanical Permit Fees
Collected
$33,540.20 $22,688.60 $49,181.50
Total Fees Collected $36,657.60 $27,718.90 $58,555.44
Electrical Permits FY 2020-21 FY 2021-22 FY 2022-23
Electrical Permits Issued 233 231 422
Electrical Plan Checks
Processed
31 33 49
Electrical Permit Plan
Check Fees Collected
$58,269.28 $27,589.70 $52,587.26
Electrical Permit Fees
Collected
$121,504.60 $81,808.20 $177,517.20
Total Fees Collected $179,773.88 $109,397.90 $230,104.46 Plumbing Permit FY 2020-21 FY 2021-22 FY 2022-23
Plumbing Permits Issued 104 110 172
Plumbing Plan Checks
Processed
9 15 11
Plumbing Plan Check
Fees Collected
$4,804.20 $4,515.30 $6,129.59
Plumbing Permit Fees
Collected
$38,264.50 $24,534.10 $45,186.80
Total Fees Collected $43,068.70 $29,049.40 $51,316.39
Sewer Permit FY 2020-21 FY 2021-22 FY 2022-23
Sewer Permits Issued 15 14 78
Sewer Permit Fees
Collected
$8,125.50 $1,146.15 $6,135.20
Grading Permit FY 2020-21 FY 2021-22 FY 2022-23
Grading Permits Issued 5 9 14
Building and Safety - RFP Page | 7
Grading Plan Checks
Processed
11 20 20
Grading-Cubic Yards of
Grading
111,855 96,627 153,128
Grading Plan Check Fees
Collected
$24,409.90 $43,142.63 $51,366.23
Grading Permit Fees
Collected
$10,312.10 $15,028.20 $29,632.80
Total Fees Collected $34,722.00 $58,170.83 $80,999.03
Inspections FY2021-22 FY 2022-23
Yearly N/A 1,536 1,624
VI. SCOPE OF SERVICES
The following is an outline of the anticipated scope of services to be provided:

Building and Safety Services
a. Serve as City’s Contract Building Official, and provide necessary staffing for Plan Check, Inspection, and Building/Code Enforcement.
b. Review plans and specifications relating to grading, drainage, electrical,* plumbing, mechanical, energy conservation**, access compliance, green building standards, and BMPs*** to confirm compliance with applicable Codes and amendments adopted by the City.
*NOTE: Because most of the City is within a Methane Zone, familiarity with Chapter 5 of the LA County Electrical Code, Class I, Division 1 and 2; Class II, Divisions 1 and 2; and Class II, Divisions 1 and 2, is imperative. **NOTE: Familiarity with the Home Energy Rating System (HERS) process is imperative.
***NOTE: Familiarity with Best Management Practices (BMPs) is imperative, including inspections of grading sites before and after a rain event to ensure erosion plans are in place and working.
c. Manage the building inspection function related to grading*, structural, plumbing, electrical and mechanical standards, and other building site issues, ensuring compliance with all applicable codes and regulations.
*NOTE: Pre-grading meetings are required.
d. Review submitted plans for planning or zoning review prior to the plan check process. This may include conceptual or preliminary plans, architectural plans, site plans, and preliminary grading plans.
e. Respond to and resolve inquiries from the public and contractors regarding complaints, codes and other issues with projects, virtually, over the phone, at the counter and via emails.
f. Monitor trends, legislation, and standard practices and advise the City on appropriate codes, policies, procedures, and practices to adopt. g. Prepare and process updates to the building code and related codes every three years or as otherwise required. Prepare ordinances, staff reports, and related Building and Safety - RFP Page | 8
supporting documents and attend public meetings.
h. Assist City staff with data gathering and preparation of reports as required by State law, including, but not limited to reports for the Los Angeles County Congestion Management Program, Low Impact Development, AB 1881, and the state Department of Housing and Community Development.
i. Implement and maintain awareness of other City codes that overlap with building and safety, including but not limited to property maintenance and zoning codes. j. Prepare, implement, and enforce policies and procedures. Provide recommendations and assist with implementation of new procedures as required in response to new legislation (e.g., accessory dwelling units, online solar system and electric vehicle charger permits).
k. Review proposed grading, drainage, and improvement plans for private development.
l. Inspect onsite sewer mains, storm drains, driveways, and other facilities under construction.
m. Recommend conditions of approval for proposed development projects. n. Enforce compliance with building and safety codes, including housing codes and ordinances in existing buildings, and arrange reviews and coordinate enforcement by other agencies or City staff as necessary. o. Oversee final inspection for construction projects at completion for issuance of certificate of occupancy.
p. Implement and administer permit-tracking system, building inspection records maintenance, and plans status. Prepare monthly and annually reports on service activities.
q. Make presentations to the City Council, commissions and other groups; explain division policies to the public, developers and builders. r. Advise the City Manager and Director of Planning, and other division heads on building services activities.
s. Prepare building and safety code violations cases for submittal to the City Attorney’s office and testify as an expert witness in court cases involving property maintenance issues and code violation issues.
t. Investigate residential, commercial, and industrial Code violations, by inspecting sites, meeting with owners/tenants to verify accuracy of complaints, and determining corrective actions to be taken.
u. In the event of a local, regional or national emergency of disaster, personnel shall be accessible, available and prepared to provide Building and Safety services as directed by the City, including reporting to the City’s Emergency Operations Center.
v. Personnel shall also be available for inspections during after-hours emergency situations.
w. Make determination on the approval and use of alternative materials and methods of construction.
x. Issue Certificates of Occupancy for building and structures. y. During inspections or when requested by the City, issue stop/correct work notices, or notices of violation when violations of the Codes occur. z. Input daily inspection information into a permit tracking system that is accessible Building and Safety - RFP Page | 9
to City staff.
aa.Enforce conditions of approval associated with discretionary permits regarding building and safety regulations, as adopted by the City. bb.Coordinate building permit requirements and interface with other agencies and City Departments, including but not limited to Public Works, Planning, and Fire..

This also includes Building Division review, comments and provision of "conditions of approval" for site plans and building plans as part of discretionary planning applications.
cc. Monitor and track the status of building permit applications and plan checks for expiration and develop a process to notify applicants prior to the expiration of their building permits.
dd.Keep daily logs of building permit and inspection activities. Submit monthly, quarterly and annual reports of Consultant's activities to the City. The reports shall include, but not be limited to, the fees collected, the staffing levels provided, the staff hours expended, the number of permits issued, the number of inspections (by type) made, and other financial, operational, and statistical information pertinent to the Building Plan Check and Inspection services process.
ee.Establish, maintain and update all forms in compliance with City requirements, regulations, adopted standards, State or other laws and ordinances necessary for the operation of the Building Division, including "hand-out" sheets which explain building permit application processing procedures identified as being provided by the City.
ff. Provide a chart/matrics, showing standard turn-around times for various plan checks (residential, commercial, industrial, rechecks), expedited/Fast track turnaround times, and building inspections. gg.Provide the latest Building Valuation Data from the International Code Council or other similar agency to be used to determine permit fees. If a Permit Fee Multiplier is used, indicate the amount or percentage. A Valuation table is required. hh.Provide a system to assign addresses to new buildings and a method to notify the postal service or other agencies of the new addresses. ii. Institute a process to notify utility companies to release meters.

Once a consultant(s) is selected, the City and the selected consultant(s) will jointly review the most efficient and effective service approach and establish staffing level and needs, and number of days and hours for the Building Official Staff to be at City for over the counter plan check and public service, and meetings and interaction with City staff and departments. The number of hours for Building Official Staff presence at the City hall may fluctuate based upon work load and number of development applications submitted to the City. Also, the Building Official Staff shall be available at other times for scheduled meetings at City offices and for telephone or written (generally by e-mail) responses to questions from City staff or from the public upon referral from City staff.

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VII. REQUIRED FORMAT FOR RFP SUBMITTAL
Please submit your RFP in the format specified below:

Cover Letter/Executive Summary
Provide an executive summary emphasizing the strong points of the project team, qualifications and experience. The cover letter/executive summary shall be signed by a person with the official authority to bind the company. The Cover Letter/Executive Summary shall be limited to 5 pages.

Table of Contents
Provide contents of the RFP sections indicated below with each section page numbers specified for reference.

Section 1: Approach and Scope of Work
Provide your approach and detailed scope of work that your firm can provide in Contract Building and Safety Services and other services, including the type of software used, plan check turn- around times, inspection response schedule, cost of expediting plan check, service approach, and other relevant information.

Section 2: Project Team, Key Personnel and Resumes
Provide an organization chart showing the names and responsibilities of proposed staff.

Provide proposed staff resumes.

Section 3: Transitioning of Work
Provide a discussion/process/procedure on the transitioning of the work/files from the County of Los Angeles to the new consultant(s).

Section 4: References
Provide a minimum 5 public agency references for similar assignments.

Section 5: Firm Qualifications
Provide your firm’s general service capabilities, qualifications and experience.

Section 6: Legal
 List any other names under which the current firm has operated in the past 10 years.
 List the names of any other firms that provide similar services, current and past, where any of current firm’s owners, part owners, shareholders, principals, management staff, or key staff are currently or were in the past owners, part owners, shareholders, principals, management staff, or key staff.  Provide a list, if your firm and/or any owners, part owners, shareholders, principals, management staff, or key staff have been investigated by any Local, County, State and Federal Agencies for any claims and actions in the past 10 years. If the answer is yes, provide a summary and when and how the investigation was closed; if not closed, indicate current status.  Provide a list of any other firms, current and past, if any of current firm’s owners, part owners, shareholders, principals, management staff, or key staff are Building and Safety - RFP Page | 11
involved currently and/or were involved in the past, have been or are currently being investigated by any Local, County, State and Federal Agencies for any claims and actions in the past 10 years. If the answer is yes, provide a summary and when and how the investigation was closed; if not closed, indicate current status.

VIII. FEE
This is a RFP, and the City will select the most qualified consultant(s) and negotiate applicable fees for various services based on specific scopes and staffing levels. As part of the RFP, but in a separate sealed envelope, please submit your firm’s hourly rate schedule for various staff classifications that will be involved in providing requested services to the City. Final fee structure and negotiations will be based on this submitted hourly rate schedule. A % based fee may also be negotiated, based on number of staff and staff hours, and based on projected plan check and permit fees collected by the City annually. The staff level shall be adjusted based on level of building plan check and permit inspection workload. The City will first select the most qualified consultant(s), and then negotiate final fee structure based on final agreed scope and conditions. If the City cannot reach an agreement for a reasonable fee structure in City’s opinion, City may terminate further negotiations, and commence negotiations with the next qualified consultant(s) as necessary, until a reasonable fee structure is established.

IX. CONSULTANT SELECTION METHODOLOGY
The City will select the most qualified consultant(s) for contract negotiation. Negotiations regarding a fair and reasonable price will occur subsequent to consultant selection.

Should the City be unable to obtain a fair and reasonable price through negotiations with the selected consultant(s), the City will enter into negotiations with the next highest qualified consultant(s) and may award that contract if the parties are able to arrive at a fair and reasonable price. If that is unattainable, the City shall enter into negotiations with the next highest qualified consultant in sequence until an agreement is reached.

The City shall not be obligated to accept the lowest priced proposal, but will award contract(s) that is/are in the best interest of the City after all factors have been evaluated.

The City will evaluate each consultant responding to the RFP on each element of the work plan and general information described above in the following order:

1. Understanding of the Scope of Work to be Performed
a. Demonstrated understanding of the scope of work
b. Consultant’s approach to accomplishing the scope of work c. Timetable for rendering services

2. Consultant’s Methods and Procedures to be Used
a. Consultant’s general approach to evaluating the issues b. Complete description of the procedures and analytical methods to be utilized c. Ability to deliver services using technology and computers Building and Safety - RFP Page | 12

3. Management, Personnel and Experiences
a. Qualifications of each participant and overall skills for the firm b. Experience and performance of services of a similar nature c. Ability to provide the City with sufficient experienced personnel who are qualified to undertake the work needed
d. Information obtained by contacting references

4. Consultant’s Consultation and Coordination with the City a. Procedures to be used to ensure close contact between the consultant and the City b. Demonstrated experience in working with local governmental agencies

5. Cost Estimates
a. Cost for providing the proposed scope of services
b. Quality of work to be delivered based on consultant’s fee X. QUESTIONS REGARDING THIS REQUEST
All inquiries regarding this request must be submitted in writing to Mr. Wayne M. Morrell Director of Planning, at [email protected]. Please also copy Anh Wood, Administrative Assistant at [email protected]. All requests for information and responses to questions will be posted on the City’s website. Please check the City’s website for latest information and queries concerning this RFP.

XI. RFP SUBMITTAL PROTOCOL
In order to be considered in the selection process, interested parties shall submit one (1) Original, three (3) copies, and one (1) electronic PDF file (thumb drive) of their RFP.

Original must be clearly marked “ORIGINAL”. RFPs can be submitted in person or by mail and must be received by 5:00 PM on December 8, 2023.

Received RFPs will be stamped. Submittals received after the date and time specified on this RFP will be considered late, will not be opened or considered for evaluation, and will be returned unopened. The City is not responsible for submittals that are delinquent, lost, mismarked, sent to an address other than that given herein, or sent by mail or courier service and not signed for by the City Clerk or staff. When delivering RFPs in person or by courier service, submitting firms are solely responsible for the timely delivery of the RFP.

Submission, by mail shall be directed to:

C i t y o f S a n t a F e S p r i n g s
P l a n n i n g D e p a r t m e n t
11710 Telegraph Road
Santa Fe Springs, CA 90670
ATTN: Wayne M. Morrell
Director of Planning
RE: REQUEST FOR PROPOSALS
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XII. PRE-CONTRACTUAL EXPENSES IN RESPONDING TO THE RFP

PREPARATION
The City shall not be liable for any pre-contractual expenses incurred by any proposer or by any selected consultant. Each proposer shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims, or expenses whosoever incurred by, or on behalf of, the entity participating in the preparation of its response to this RFP. Precontractual expenses are defined as expenses incurred by proposers and the selected consultant, if any, in:
 Preparing and submitting information in response to this RFP.  Negotiations with the City on any matter related to this procurement.  Costs associated with interviews, meetings, travel or presentations  All other expenses incurred by a proposer/consultant prior to the date of award and a formal notice to proceed.

XIII. REJECTION RIGHTS
The City reserves the right to amend, withdraw, and cancel this RFP. The City reserves the right to reject all responses to this RFP at any time prior to contract execution. The City reserves the right, where it may serve the City’s best interest, to request or obtain additional information or clarification about any and all proposals.

XIV. City Standard Contract
The RFP includes City’s Standard Contract as an Attachment. Please review the Agreement and provide any comments you would like the City to consider.

ITEM # 14

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Ivy M. Tsai, City Attorney
SUBJECT: AMENDMENT OF CHAPTER 34 OF THE CODE OF SANTA FE SPRINGS RELATING TO PURCHASING – SECOND READING OF ORDINANCE
NO. 1133
DATE: November 7, 2023
RECOMMENDATION(S):

It is recommended that the City Council:
1) Adopt Ordinance No. 1133: AN ORDINANCE OF THE CITY OF SANTA FE SPRINGS AMENDING CHAPTER 34 (FINANCE AND REVENUE) OF TITLE III OF THE CODE OF SANTA FE SPRINGS RELATING TO PURCHASING. 2) Take such additional, related, action that may be desirable.

FISCAL IMPACT
Potential savings as a result of streamlining procedures, including the ability to meet certain purchasing timeframes.

BACKGROUND
Ordinance No. 1133 was introduced at the regular meeting of the City Council meeting on October 17, 2023. The ordinance amends Chapter 34 (Finance and Revenue) of Title III of the Code of Santa Fe Springs relating to purchasing in order to address issues of inefficiency, reorganize provisions for clarity, and remove outdated requirements.

ANALYSIS
CITY COUNCIL AGENDA REPORT – MEETING OF OCTOBER 17, 2023 Amendment of Chapter 34 of the Code of Santa Fe Springs Relating to Purchasing

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Santa Fe Springs City CouncilNovember 7, 2023

Santa Fe Springs City Council
November 7, 2023