Santa Fe Springs City Council
February 6, 2024

DISCUSSION
In order to ensure the City is keeping up with the best practices related to banking services, updated banking technology, and to assure competitive pricing in the market, the City, on October 12, 2023, issued a Request for Proposals (“RFP”) for banking services.

Through the RFP process, the City received six proposals. Staff evaluated the proposal based on the financial strength and capacity of the banking institution, quality of the proposal, ability of the bank’s representatives to service the City, availability and location of the branches, references, and total cost to the City.

ANALYSIS
The criteria used to evaluate the proposals included the following:
1) Financial strength and capacity of the banking institution. 2) Completeness and quality of the proposal.
3) The ability of the bank’s representatives to service the City. 4) Availability and location of the branch.
5) Fees and earning credits.
6) Reference.

The criteria above were used to evaluate all six submitted proposals. This method of evaluating proposals for professional services where the qualifications of the Bank are of the utmost importance and the award is not automatically made to the bank with the lowest fees. Based on the results of those initial evaluations, the top four ranking bank proposals were invited and given an opportunity to demonstrate their governmental banking services to staff from both the Finance Department and the City Manager’s Office.
1) BMO
2) Pacific Premier Bank,
3) Citizen Business Bank,
4) Farmers & Merchants Bank
The proposal evaluations were based on the criteria equaling a score of 100%:

Evaluation Criteria Available Points
1 Qualifications 15%
2 Relationship Manager 15%
3 Key Personnel 20%
4 Governmental Sector’s Understanding and Approach 20%
5 Past Experience and References 15%
6 Pricing 15%
Total 100%
CITY COUNCIL AGENDA REPORT – MEETING OF FEBUARY 6, 2024 Authorize Banking Services with Farmers & Merchants Bank

Evaluation Criteria:
1) Bank Qualifications - Banks were required to be a qualified State depository, Federal Reserve Member, and be insured by the Federal Deposit Insurance Corporation. Banks were required to be adequately capitalized to accommodate the City’s cash and investment management needs and to have a full-service branch.
2) Relationship Manager – Banks were required to demonstrate a relationship manager’s qualifications to provide services to local government agencies. 3) Key Personnel – Banks were required to demonstrate staff experience and time commitment relevant to local government agencies.
4) Governmental Sector’s Understanding and Approach – Banks were required to address all areas of Finance and Administrative Services responsibilities for maintaining all banking transactions from the City and Successor Agency. 5) Past Experience and References – Banks were required to demonstrate experience in providing services comparable to the City’s needs, including currently having active municipal government clients.
6) Pricing – The price questions were evaluated based on a typical month’s volume of transactions annualized for a full one-year period. In addition to the cost of banking services, banks were also asked to quote the earning allowance rate on compensating balances to be maintained by the City. Earnings are available to offset the costs of banking services.

Combined Ranking:

The combined ranking based on all evaluation criteria is as follows:

Rank Financial Institution Average Score (out of 100)
1 Farmers & Merchants Bank 92
2 Pacific Premier Bank 88
3 BMO 80
4 Citizens Business Bank 69
Based on the evaluation, the proposal submitted by Farmers & Merchants Bank was found to be most responsive to the City’s needs, offering the best value both in terms of price, and is most appropriate and flexible for the banking services sought by the City.

Farmers & Merchants Bank enhanced “Access” web portal that offers City staff reconciliation, reporting, and training tools, along with the highest degree of administrative security, allowing for continual innovation, efficiency, and safety in the City’s banking.

Farmers & Merchants Bank reduces the City’s estimated annual banking activity charges by 58%. This competitive pricing strategy, together with Farmers & Merchants Bank’s strong qualifications, team experience, client references, as well as an appropriate proposal scope of services and time of performance, will provide for an elastic and costeffective banking services platform. Based on these criteria, staff recommends that the CITY COUNCIL AGENDA REPORT – MEETING OF FEBUARY 6, 2024 Authorize Banking Services with Farmers & Merchants Bank

City Council designate Farmers & Merchants Bank as the official depository for the City of Santa Fe Springs.

Merchant Card Services: The City is also looking to combine merchant services with banking services to streamline operations, cash flow, and operational coordination. The City currently accepts credit cards over the counter at four (4) locations utilizing Evalon, a third-party merchant service provider to process credit card payments.

Smart Safe: Through Farmers & Merchants Bank, the City is also looking to implement a cash and coin deposit system known as Smart Safe. Currently, the City contracted with a third-party courier service to deliver cash to the bank. The integrated Smart Safe system will validate, count, deposit, and securely store cash and coins efficiently, safely, and securely. This will eliminate risk and liability of lost or stolen cash.

ENVIRONMENTAL
N/A

SUMMARY/NEXT STEPS
Once approved, staff will move forward with the transition. The transition has an estimated three-month timeline, and as such, will require the participation of staff from Finance and Information Technology. To ensure project success, the Department might bring contract support, when necessary, to limit interruption during the transition.

As part of the services offered, Merchants & Farmers Bank will present annually to the City Council on the second meeting of the month following year end.

ATTACHMENT(S):

A. Attachment A – Banking Services RFP
B. Attachment B – Farmers & Merchants Proposal
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

City of Santa Fe Springs

REQUEST FOR PROPOSALS
FOR
Banking Services
KEY RFP DATES:

The schedule below is tentative and subject to change at the discretion of the City, with appropriate notice to prospective firms.

Issue Date: October 12, 2023
Deadline for Questions: October 26, 2023
City Response to Questions: November 9, 2023
Due date for Proposals: November 30, 2023
City of Santa Fe Springs Banking Services October 12, 2023 - 2 -
I. INTRODUCTION

REQUEST FOR PROPOSALS (RFP)
Banking Services
A. General Information
The City of Santa Fe Springs (hereinafter referred to as “City”), incorporated in 1957 under the general laws of the State of California and is a commercial center and residential city located within the southeast area of Los Angeles County. The City provides a full range of municipal services including public safety (police services contracted with the City of Whittier), street construction and maintenance, water services, community and recreational programs, public infrastructure improvements, planning & zoning, and general administrative and support services. The City occupies a land area of 8.9 square miles and serves a population of 18,260.

B. Background
The City’s Finance Department (“Finance”) is seeking proposals from qualified financial institutions for Banking Services for its bank accounts and related cash management services. The City is seeking comprehensive high-quality banking services, competitive pricing, and a strong working relationship with its banking partner.

The City has had a long-term relationship with a local branch of a major bank; however, in keeping up with best practices and in order to test the market, the City has determined to solicit proposals from interested banking institutions to ensure the City receives the best available services to meet the needs of the City.

Electronic submittal of proposals must be emailed to Lana Dich, Director of Finance & Administrative Services at [email protected] by 5:00 p.m. on November 30, 2023. Please see Exhibit A for a summary of key dates for this RFP. The City reserves the right to reject any or all proposals submitted.

During the evaluation process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarifications from interested vendors, or to allow corrections of errors or omissions. The City reserves the right to retain all proposals submitted. Submission of a proposal indicates acceptance by the banking institutions of the conditions contained in this RFP, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the banking institution selected. There is no expressed or implied obligation for the City to reimburse responding banks for any expenses incurred in preparing bids in response to this invitation. The City reserves the right without prejudice to reject any or all bids.

All questions, concerns, comments regarding this RFP should emailed to Oscar Jimenez, Finance Analyst, at [email protected] by Thursday, October 26, 2023.

Answers to inquiries shall be emailed out to all bidders.

City of Santa Fe Springs Banking Services October 12, 2023 - 3 -
II. GENERAL TERMS AND CONDITIONS
A. Proposal Requirements

1. Requirement to Meet All Provisions. Each institution submitting a proposal shall meet all of the terms and conditions of the RFP specifications. By virtue of its proposal submittal, the institution acknowledges agreement with and acceptance of all provisions of the RFP specifications.

2. Proposal Submittal. Each proposal must include responses to the service requirements under the Scope of Work section and shall be accompanied by any other required submittals or supplemental materials. Proposals must be submitted by email (in PDF file format) to [email protected] and received no later than 5:00 p.m. on November 30, 2023. It is the banking institution’s responsibility to confirm receipt. Proposals received after the above date and time will not be considered. Please see Exhibit A for a summary of key dates for this RFP.

3. Proposal Withdrawal. An institution may withdraw its proposal prior to the deadline submission, by submitting a written request to the Director of Finance and Administrative Services for its withdrawal.

4. Submittal of One Proposal Only. No individual or banking institution of any kind shall be allowed to make or file, or to be interested in more than one proposal, except an alternative proposal when specifically requested.

5. Proposal Retention and Award. The City reserves the right to retain all proposals for a period of 90 days for examination and comparison. The City also reserves the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations.

6. Proposal Evaluation and Selection. Proposals will be evaluated based on the following criteria:
a. Institution Qualifications – In order to be considered in the selection process for banking services, the proposing institution must have the following minimum qualifications:
i. Demonstrate financial strength and ability to protect and collateralize City deposits;
ii. Qualified Depository. Institution must be a qualified State or National public depository, as defined as defined in California Government Code Section 53630.5 and must perform its obligations under this proposal in compliance with all applicable federal and California state laws and regulations, statutes and policies.

City of Santa Fe Springs Banking Services October 12, 2023 - 4 -
iii. Federal Reserve Member. Bank must be a member of the Federal Reserve System and have access to all Federal Reserve System services (e.g. check processing including check 21 Act, electronic funds transfer, safekeeping, delivery and custodial services, etc.) iv. Federally Insured. Bank must be insured by the Federal Deposit Insurance Corporation and be in good standing.
v. Capitalization. Bank must be adequately capitalized to accommodate the City’s cash and investment management needs. vi. Ratings. Bank must provide their most current long-term debt rating (Moody’s, Standard and Poor’s, and/or Fitch).
vii. Community Reinvestment Act (CRA). Bank must be in
compliance and in good standing with the Community Reinvestment Act. Provide the Bank’s CRA rating.

Other information concerning the qualifications of the institution may also be included at the institution’s discretion and will be reviewed and considered during the selection process.
b. Experience – The Bank’s related experience in providing services comparable to the City’s needs. Does the Bank currently have active municipal government clients in Southern California?
c. Client References – The references obtained from current and past Bank’s client cities. Please list at least three (3) California public agency references that are comparable to the City’s size and financial needs. d. Proposed Scope of Services and Time of Performance – Proposals must address all items set forth in Section IV of this RFP. e. Proposed Fees
The contract award will not be based solely on fees, but on a combination of factors as determined to be in the best interest of the City. After evaluating the proposals and discussing them further with the finalists or the tentatively selected vendor, the City reserves the right to further negotiate the proposed work and/or method and amount of compensation.

City of Santa Fe Springs Banking Services October 12, 2023 - 5 -

7. Questions and Communications. All questions, concerns or comments regarding this RFP must be emailed to Oscar Jimenez, Finance Analyst, ([email protected]) by Thursday, October 26, 2023.

Answers to such inquiries, as well as any revisions to the RFP, will be emailed out to all firms. Any addenda shall become a part of this RFP.

8. Contract Requirement. The selected banking institution to whom the award is made shall execute a written contract with the City within thirty (30) calendar days after notice of the award has been sent by mail to the address given in its proposal. The contract shall be made in the form adopted by the City and shall incorporate the proposal and these specifications.

9. Insurance Requirements. The selected banking institution shall maintain professional liability, workers’ compensation and any other insurance coverage required by the City. The institution shall provide proof of insurance in the form, coverages and amounts specified in the contract within thirty (30) calendar days after notice of contract award as a precondition to the contract execution.

III. PROPOSAL REQUIREMENTS
General Requirements
The purpose of the proposal is to demonstrate the banking institution’s qualifications, competence and capacity in carrying out the requested services. Therefore, the substance of the proposals will carry more weight than the form or manner in which they are presented.

The proposal should address all points outlined in the RFP. The proposal should be prepared simply, providing a straightforward and concise description of the bank’s capabilities to satisfy the requirements of the RFP. While additional data may be presented, the following items must be included:

A. Cover Letter
A letter of introduction to include: the name and address of the respondent; name, address, and telephone number of the person or persons to contact; and, the name of the person authorized to represent the banking institution. This letter must be signed by an officer of the responding institution authorized to bind the banking institution to all commitments made in the proposal.

B. Table of Contents
List all materials included in the proposal identified by sequential page number and section reference number.

C. Similar Engagements with other Government Entities
City of Santa Fe Springs Banking Services October 12, 2023 - 6 -
List at least three (3) of the most significant engagements performed in the last three years that are similar to the engagement described in this RFP. Indicate the scope of work, date and the name and telephone number of the principal client contact.

D. Proposed Fees
The proposal should contain all pricing information essential to implementing the service requested by the City and any additional services proposed by the banks.

The total maximum price needs to contain all direct and indirect costs including all out-of-pocket expenses and presented as a not-to-exceed amount. These include costs associated with account services, disbursement services, banking center services, depository services, reconciliation services, automated clearing house network fees, funds transfer services, online account maintenance, and any other relevant costs. Also, the proposal should include any items noted as “optional” by the bank under the service requirement section of the scope of work.

The City will not be responsible for expenses incurred in preparing and submitting proposals. Such costs should not be included in the proposal.

F. Rates for Additional Professional Services
If it should become necessary for the City to request the bank to render any additional services to either supplement the services requested in this RFP or to perform additional work as a result of specific recommendations presented by the bank, then such additional work shall be performed only if set forth in an addendum to the contract between the City and the institution. Any such additional work agreed to between the City and the bank shall be performed at the same rates set forth in the proposed fees.

IV. Scope of Services
The City seeks a qualified institution/bank to provide the services as outlined below.

Best industry practices and/or technical requirements may require additional services not explicitly detailed. The bank should identify any additional services required, price them, and explain them in their proposals. Moreover, if there are other services not explicitly stated in the Scope of Services that the bank considers necessary or an enhancement to what is requested, the provider should also identify them, price them and explain them in their proposals.

A. Overview
Detailed services to be provided to the City have segregated into the following two categories:
• Required Services: These services are mandatory and must be provided to the City by the selected institution. The only exceptions are acceptable alternative or City of Santa Fe Springs Banking Services October 12, 2023 - 7 -
non-material deviations. The City retains the option in the case of certain services to elect not to use them. This is based on changes in the City’s capability to handle these internally.
• Optional Services: These are services that the City may wish to use depending on the cost, quality and availability of the services offered. If there is a cost for these services, it must be specified in the bid. Optional services do not have to be addressed in order to be considered an acceptable bid, however, selection of an institution may be based on the ability to provide these optional services at a reasonable cost. In addition, any other services that the institution may wish to offer to the City may be included with the submission package. Again, this does not have to be addressed in order to be considered an acceptable bid, but, the final selection may be based on these services.

1. Required Services
a. General Operating Account
• General checking account
• Payroll Sweep account
• Athletic Officials
• Petty cash account
• Successor Agency account
b. Deposit Services
• Guarantee same day credit for wire transfers and ACH deposits on the day received regardless of the time of receipt during the day. Send via email incoming wire/ACH deposits.
• Redeposit returned items due to “non-sufficient funds”. Items returned a second time should be forwarded to the City daily. Send via email returned item notification as well.
• Provide cutoff time for deposits to ensure same day ledger credit • Describe how the bank handles any deposit discrepancies, including check deposited to the City by mistake and how the City will be notified on deposit adjustments.
• Include a list of all the bank’s deposit locations within the City’s surrounding area and branch hours (exclude ATM deposits).
• Must have the ability to offer Check Scanner and Lockbox services. c. Billing
Direct fees method provide the unit charge for each required service, monthly and annual charges. Any earnings credit occurring in the account will be used to offset fees. Earnings credit on collected balances in excess of those required to pay charges incurred in any month shall be carried forward to offset future bank charges. Interest earnings rate will be computed in accordance with the negotiated rate agreed upon.

City of Santa Fe Springs Banking Services October 12, 2023 - 8 -
d. Daily cash balance reports for the previous day activity through direct access by 6:00 am each day. The following information needs to be provided for the checking account:
• Cash balance
• Type, number, and amount of debits
• Type, number and amount of credits
• Collected and available balance.
e. Secured online access to authorized City employees.
• Ability to run resolution/settlement reports online
• Ability to provide a BAI file format for bank reconciliation with the City’s financial system (Tyler Munis)
• Ability to offer stop payments notices, cancellations, exceptions notification and other account maintenance or confirmation assistance online
f. Transaction reports for current day activity to be provided for the checking account:
• Type, number and amount of debits
• Type, number and amounts of credits
g. Monthly statements for all accounts within 7 working days. These statements must provide:
• Listing of warrants and amounts cleared sorted by check number • Date warrant cleared
• Date and amount of deposits
• Summary of beginning cash balance, deposits/credits, warrants/debits and ending cash for each day.
h. Monthly account analysis report for active checking accounts and a summary providing the following information:
• Average daily cash balances (investable balance, excess/(deficit) balance, balance required to cover all analyzed charges)
• Average daily float
• Average daily collected balances
• Overdraft charges
• Detailed transaction volume description and prices
• Basis of earnings allowance
i. Annual/Fiscal Statements for all accounts on or before August 1st of each year or as needed. The bank shall provide comparative data by month and by major service cost category to be identified by the City. This information shall be “actual” data and shall include columns for units processed and collected, and ledger balances. The annual statement detailed analysis shall be prepared on City of Santa Fe Springs Banking Services October 12, 2023 - 9 -
a fiscal year basis (July 1-June 30). This report shall be provided at no additional cost to the City.
j. The bank shall provide online services for the City to initiate wire transfers, ACH transactions, transfers between accounts, and to create and store repetitive money transfer templates as well as create future dated money transfers. Please provide the cut off time for setting up EFTs for same day execution.
k. Web based online services shall include services such as image inquiry information reporting, business statements, stop payments, positive pay, account balance inquiry, transaction inquiry, deposit history, and other online web applications that can provide added convenience and cost savings. l. Stop payments that are initiated by direct access to the bank by authorized City employees will be done the same day. The bank shall provide online confirmations of stop payments.
m. Positive pay to include such services as payment of matching checks by check number, vendor name, check amount, exception reports, return instruction, and holdover exceptions and must have multiple positive pay file formats available (text file preferred).
• Please describe the procedure and timeline for paying or returning exception items and default disposition if a decision response is not received.
n. Direct access to the bank to view images of paid checks for payroll and accounts payable per month. In addition, a bank file on cancelled checks shall be available to the City for upload to Tyler Munis for automatic clearing of cancelled checks on a monthly basis.
o. Assure that proper City signature authorizations are on all paid items. p. The bank shall guarantee not to return unpaid because of insufficient or uncollected funds any item drawn on the City’s account. Any fees for overdraft will be charged to the City through account analysis.
q. Direct deposit of City employee’s payroll and benefit checks into their own bank accounts with a 24 hour turnaround. Online confirmation of the receipt of the payroll file transferred to the bank will be available to the City. The bank must guarantee direct deposit amounts are available in individual personal bank accounts on the City’s biweekly pay date on Thursdays. All payroll deposit must be available at the start of business on pay day.

City of Santa Fe Springs Banking Services October 12, 2023 - 10 -
• Describe the procedure and timeline for paying or returning exception items and default disposition if a decision response is not received. q. The bank shall provide support for all products and/or services provided to the City. Training manuals and on-going support are to be supplied by the bank for all services provided.
r. Ability to set up EFTs to make vendor payments such that an accounts payable filed can be submitted electronically to the bank to process payments. s. Other standard banking documentation and services not specified in this RFP will be provided to the City at a reasonable cost.

2. Optional Services
• Partner with armored courier service to pick up the deposit from City Hall on a daily basis before noon to ensure same day deposit.
• Credit/Debit card processing
• There may be additional services not otherwise specified in the RFP that a proposing institution may wish to offer to the City, whether for free or at a cost specified by the bidder. Proposals are not required to address any additional services in order to be considered an acceptable bid. However, the desirability and price of any additional services offered may be a factor in the final selection of the successful bidder.

B. Conversion Plan
As part of any conversion period and as necessary thereafter, the Bank must provide on-site training to City personnel for the operation and use of the Bank’s services and automated systems for all areas of service. The training must be sufficient to ensure that City personnel are proficient with all systems and procedures prior to the conversion date, and anytime thereafter. Training, operating manuals, and on-going support are to be supplied by the Bank for all services provided.

1. Describe the overall plan your Bank would coordinate to ensure a smooth and error-free transition from a current Banking Provider.

2. How long does a typical conversion to your Bank take?

3. Provide a detailed implementation schedule, including assigned responsibilities.

4. Provide all costs and the responsible party (Bank or City) that are involved in an implementation.

City of Santa Fe Springs Banking Services October 12, 2023 - 11 -

5. Describe the Bank’s hardware, software, and personnel utilized for technical applications of banking processes and procedures. Include a description of portals, transmissions and downloads of information, electronic funds transfers, and e-Banking.

6. Describe the Bank’s technical personnel who will be available to support the City’s technical staff in implementing new processes and procedures to perform the City’s banking functions. Training, operating manuals, and technical support shall be supplied by the Bank as appropriate for all services provided.

City of Santa Fe Springs Banking Services October 12, 2023 - 12 -

EXHIBIT A
Banking and Merchant Services Schedule
Issuance of Request for Proposals October 12, 2023
Deadline for Questions October 26, 2023
City Response to Questions November 9, 2023
Due date for Proposals November 30, 2023
Interviews December 11-14, 2023
City Council Award of Contract January 16, 2024
The above schedule is tentative and subject to change at the discretion of the City, with appropriate notice to prospective providers.

PROPOSAL FOR

BANKING SERVICES
prepared for
Farmers & Merchants Bank
9001 Firestone Blvd.

Downey, CA 90241
Carlos Gallardo
Assistant Vice President
Email: [email protected]
Tel: 562-357-8956
Mobile: 562-357-8956
Lana Dich
Director of Finance & Administrative Services
City of Santa Fe Springs
11710 Telegraph Rd
Santa Fe Springs, CA 90503
Dear Mr. Lana,
Thank you for allowing Farmers & Merchants Bank the opportunity to provide City of Santa Fe Springs with a proposal regarding our banking services.

The objective of this proposal is to identify Farmers & Merchants Bank as a financially secure financial institution that possesses the capability and expertise to provide depository and other banking services to your company. The proposal herein detailed includes General Banking products, Treasury Management services and other financial services all of which will ensure that City of Santa Fe Springs receives the best business solutions and costs possible.

The following person will have contractual responsibility with City of Santa Fe Springs and will be your primary contact during the period of proposal evaluation:

Carlos Gallardo
Assistant Vice President
Banking Relationship Specialist
Email: [email protected]
Tel: 562-357-8956
Mobile: 562-357-8956
All information submitted with this proposal is true and correct and shall remain valid for the entire duration of the review period.

In closing, should you select to establish a business relationship with Farmers & Merchants Bank, we will strive to exceed the service objectives of City of Santa Fe Springs. Our Bank prides itself on the ability to always go above and beyond for our clients.

Thank you for taking the time to review this proposal. If you have any further questions, please feel free to contact me directly.

Sincerely,
Carlos Gallardo
Assistant Vice President
Banking Relationship Specialist
Background
Determined to create a sound financial institution that would serve the people of Long Beach, C.J.

Walker and his wife Carrie established Farmers & Merchants Bank of Long Beach (F&M Bank), on November 23, 1907. Since that time, F&M Bank has worked to improve life in Long Beach under the leadership of the Walker family. From successfully weathering the Great Depression, to purchasing 100% of the bonds to fund the building of new Schools in the Long Beach Unified School District, F&M Bank has maintained its commitment to its clients and community. When C.J. retired in 1937 his son, Gus Walker, assumed the presidency. In 1979 Gus turned to his son, Kenneth Walker, who was at the helm until 2008. Kenneth remains President of the Bank’s Main Office to this day, with fourth generation Daniel K. Walker being named Chief Executive Officer and Chairman of the Board and Daniel’s brother Henry serving as President.

Family traditions have held strong through the years, as the Walkers recognize the importance of maintaining their unique family environment with both employees and clients within the framework of an independent regional bank. Through consistent and careful management by the founding family, F&M Bank has grown to become one of the strongest and most financially secure banks in California.

The founders of Farmers & Merchants Bank designed their organization to address the needs of commercial banking and consumer clients. F&M Bank established its focus upon the principles of conservatism, honesty, integrity, the Church, the Home, and service above self. The Bank has maintained this focus by instituting practices that embody these values: relationship banking, community philanthropy, & technology investments. Guided by its original values and timehonored practices, F&M Bank has sustained its financial strength throughout the century, while maintaining its commitment to servicing the needs of its clients, many who can trace their involvement with F&M Bank back two or three generations.

Community Support
As the company has grown, so has the Bank’s dedication to giving back and supporting the community. F&M Bank continuously supports numerous nonprofit organizations, including various schools, religious institutions and charities. We strive to provide specific and impactful support to the nonprofit community through the development of deep partnerships. F&M Bank has a history of being deeply involved within the community and works to maintain partnerships based on implicit trust and friendship.

F&M Bank demonstrates a leadership role in providing community development services that address many needs of the communities served by the Bank. While maintaining its strategic focus, the Bank provides financial services that support low- and moderate-income families, individuals and small businesses. Bank employees dedicate thousands of hours of service each year to organizations throughout the Southern CA communities the Bank serves.

About Our Company
F&M Bank is a California state-chartered bank with deposits insured by the Federal Deposit Insurance Corporation (Member FDIC) and an Equal Housing Lender. With 116 years of experience, F&M Bank continues to provide the highest level of service to many organizations similar to yours, which we are proud to call our clients. F&M Bank has approximately 800 employees and operates 26 branches from San Clemente to Santa Barbara. The Bank offers commercial and small business banking, business loan programs, home loans, and a robust offering of consumer retail banking products.

F&M Bank has the technology, resources, and capability to support the complex needs of our clients. Our dedicated team of professionals are trained and committed to bringing City of Santa Fe Springs exceptional service for all of its banking and financial needs.

Financial Condition
F&M Bank has $12.05 Billion in assets at the close of 2022. Net income for full year 2022 was $109.0 million. These figures reflect F&M Bank’s continued dedication to sound, conservative banking policies and management. Since 1907, F&M Bank has always provided clients that extra measure of security. Viewing fiscal responsibility as a service to our community and depositors, F&M Bank maintains capital ratios that far exceed the minimum limit set by the FDIC. Below are the Bank’s capital ratios as of December 31, 2022.

F&M Bank Minimum Required
Total risk-based capital ratio 16.37% 10.00%
Tier 1 risk-based capital ratio 15.44% 8.00%
Common equity tier 1 capital ratio 15.44% 6.50%
Tier 1 leverage ratio 10.91% 5.00%
The Downey branch team will be assigned to City of Santa Fe Springs and will be available to take care of the City of Santa Fe Springs’s day-to-day banking needs. This will include any business product demonstrations, service installations and follow up training, as needed.

Business Checking Services
F&M Bank offers a variety of business accounts including, business checking, money market, zero balance sweep accounts, and analyzed checking accounts.

A Zero balance sweep account (ZBA) is a checking account that maintains a zero balance at the end of each day. When funds are needed in the ZBA the exact amount of money required is automatically transferred from the Parent account. Similarly, deposits are automatically swept from the ZBA into the Parent account daily. Zero balance accounts help to increase efficiency and help to avoid possible risk and fraud.

Analyzed checking accounts provide an earnings credit rate that is used to offset accumulated expenses associated with bank services, account transactions and currency fees. The earnings credit rate (ECR) is based on the collected balances. Each month, the system calculates the earnings credit for the account by applying the earnings credit rate to the "Balance for Earnings Credit”.

All accounts belonging to City of Santa Fe Springs may be linked to the main operating account to help offset any activity fees.

Treasury Management Suite
F&M Bank provides the banking services described throughout this proposal including the following:

Online Sweep Facility
Online Administrative Access
Remote Deposit Capture
ACH Origination
Zero Balance Sweep Accounts
Change Order Services
Merchant Services
Business Visa Credit Card
Positive Pay Service
Electronic Statements
Online Activity Reporting
Internal Funds Transfer
Bill Pay Services
Business Debit MasterCard
Electronic Notices
Online Stop Payments
Wire Transfer – Domestic
Wire Transfer - International
Further details on F&M Bank’s business solutions, provided as follows.

Overnight Sweep Account Facility
Farmers & Merchants Bank offers an overnight sweep product allowing additional investment income on collected funds in the related checking account above a designated target balance and invested in the F&M Repurchase Agreement. The Repurchase agreement account is not FDIC insured but is secured by the Bank’s portfolio of investments, a portion of which is set aside for use as collateral against the purchase. Per Federal regulations governing the repurchase agreements, a detailed description of the collateral security including current market value is provided any time there is a change to the agreement. All Repurchase Agreements are collateralized to 110% of the invested balance. The interest rate for the Repurchase Agreement is a tiered rate based on the daily balance.

In addition, F&M also offers a mutual fund sweep investment account. Similar to the Repurchase Agreement, this account sweeps collected funds in the related checking account but invests in a choice of Money Market Mutual Funds offered through Federated Investors.

There are no costs associated with the overnight sweep investment products.

LockBox Services
Lockbox Services is a payment processing service designed to simplify and streamline the accounts receivable process.

Lockbox provides the client with a designated PO Box for their payments to be routed. All payments received in the PO Box are picked up daily (M-F excluding holidays), processed and deposited directly to the client’s F&M account.

Lockbox offers a variety of daily reporting options and can capture specified payment data from checks, check stubs, invoices and documents for reporting purposes. The system can perform manual data entry or read payment data directly from bar codes, QR codes and scan lines. All deposits including checks, payment coupons, invoices, documents and envelopes can be imaged and will be available for viewing, download and printing by approximately 3:00pm the same business day on the Lockbox portal.

The Lockbox portal is accessible 24/7 and contains deposit information, downloadable images of all checks and documents, customer payment data, daily and monthly deposit summaries, customizable processing alerts, robust search capabilities and reporting capabilities. Images of checks, documents and reports will be available in the Lockbox portal for 7 years (unless Lockbox service is terminated by the client, in which case the client will have 60 days to download and save their data and images).

With Lockbox Services, there is no longer a need for City of Santa Fe Springs to prepare deposits and make daily trips to the bank. This service is beneficial for mid-size retail businesses as well as large wholesale companies that receive a significant volume of checks and documents.

Additional services offered:
• Exception processing via the Lockbox portal. The client’s ability to accept or reject checks that do not meet specific predetermined requirements.
• Credit Card processing for credit card payments received via mail • Remote Capture for Lockbox. The ability to scan checks and documents directly from the client’s location. Lockbox will use the images to perform any applicable data entry for reporting. The checks will be deposited same day. All activity will be available on the Lockbox portal.
• Look-up table/database options for City of Santa Fe Springs to provide specific remitter information to be matched to payments and inserted into reporting and/or to direct payments to specific deposit accounts.
• Custom reports/files. The ability to create reports/files according to the City of Santa Fe Springs’s specifications. Many clients utilize this option to obtain files that can be uploaded into their own posting applications. (some restrictions may apply) • Secure file transmissions (SFTP) of daily activity including images, reports and custom files.

Armored Services
F&M Bank accepts deliveries from all major armored carriers. Armored pick-ups, such as on-call services, are structured based on the needs of City of Santa Fe Springs. Armored deposits are transported and delivered to the F&M Bank Central Cash Center located in Seal Beach, CA.

Deposits are processed within 48 hours of delivery to our facility. Should City of Santa Fe Springs choose to consider armored services, F&M Bank will gladly assist with the process of selecting the armored company that offers the best value for the service.

Cash Discrepancies
Cash deposits will be verified in dual custody. Discrepancies in the amount of cash listed on deposits will be credited with an advice of credit or debited with an advice of charge. Cash discrepancies are available for viewing on the online banking system.

Deposit Adjustments
The Bank creates a Proof Correction notice for all deposit adjustments. The Proof Correction notice is postal mailed to City of Santa Fe Springs on the following business day or in the event City of Santa Fe Springs signs up for eNotices, an automated notification is sent when the eNotice is available for viewing, on the Bank’s online banking website.

Returned Items
Electronic notices are also available online, for any deposited items that are returned. Returned items can be manually re-deposited the following business day, by the Bank, per City of Santa Fe Springs request. Written notification is also postal mailed the following business day.

Online Banking
F&M Bank’s Treasury Management service allows users with “administrative” rights to grant system access for “non-supervisory” users. A user’s entitlements determine the accounts and features they can access while logged onto the Online Banking system. Administrative users can perform user-related administration tasks including:
• Editing a business user's details and entitlements
• Resetting a business user's password
• Viewing a business user's activity report
• Establishing Dual Control and Approval capability
• Disabling a business user
• Deleting a business user
F&M Bank’s Online Banking system also provides these additional capabilities:
• Manage multiple accounts
• Obtain Account information
• View paid checks (front & back)
• View deposit slips
• View deposited items
• Internal transfer funds between accounts
• Place stop payments
• 24/7 access
A variety of report options are available through the Bank’s Online Banking system. Report categories include transaction activity, specific transaction type and user defined report options.

Report formats include PDF, CSV and BAI format. Reports can be generated on demand and can also be set up to run on a daily, weekly or monthly basis.

If City of Santa Fe Springs should require specialty reporting with specified data and delivery methods, the F&M Bank IT team will work closely with City of Santa Fe Springs’s IT staff to identify the reporting requirements and provide a solution that best meets the needs of City of Santa Fe Springs.

The F&M Treasury Management system also offers various business services including Positive Pay, Remote Deposit Capture, ACH Origination & Wire Transfers. The Bank provides multilayered security features, which allow City of Santa Fe Springs to customize each user’s level of authorization and approval for services such as internal transfers, ACH transactions and Wire Transfers.

The Downey branch team is available to provide onsite demonstrations on any of the Bank’s business products and services.

Monthly Account Statements/ Electronic Statements
F&M Bank provides monthly activity statements for all accounts. Online Banking users may also enroll in Electronic Statements that are available on the first day following the statement closing date.

Positive Pay Services
Positive Pay is a fraud detection tool that matches the account number, check number and dollar amount of each check presented for payment against a list of checks previously authorized and issued by the client, via file upload through the Positive Pay module. The system will send an alert notification to the assigned positive pay user(s) to review any exceptions on check and/or ACH transactions and provides the positive pay user(s) the opportunity to make “pay” or “return” decisions as transactions post to the account. Cut-off time for processing exceptions is 2pm.

F&M Bank offers the following Positive Pay services:
• Traditional Positive Pay: Verifies all checks presented for payment against the issued check file to match check dollar amount, serial number and issue status. Checks that do not match are flagged as exceptions. The assigned positive pay user will determine if each exception item will be paid or returned, on a daily basis. • ACH Positive Pay: enables City of Santa Fe Springs to monitor and control all ACH transaction activity. This service helps to prevent unauthorized and potentially fraudulent electronic debit/credit transactions from posting to the account utilizing filters and blocks. • Payee Match Positive Pay: Like Traditional Positive Pay, the service verifies checks presented for payment against the previously uploaded positive pay file submitted by City of Santa Fe Springs and also matches Payee Name. Checks that do not match are flagged as exceptions. The assigned positive pay user will determine if each exception item will be paid or returned on a daily basis.

Remote Deposit Capture Services
F&M Bank’s Remote Deposit Capture Service allows checks to be scanned and deposited at City of Santa Fe Springs’s preferred location. Access to the Remote Deposit module is available through the Bank’s online banking portal. The system generates a virtual endorsement on the back of the check bypassing the need for manual endorsement. The check scanner will be provided to City of Santa Fe Springs, at no cost.

An email confirmation is sent after each deposit is processed. Deposit reports, containing check images, are also available for users to print & download. The cut-off time for same day credit on deposits made via Remote Deposit Capture is 6:00pm on business days.

Onsite installation and training will be performed by an F&M Bank team member at the convenience of City of Santa Fe Springs.

Image Cash Letter Processing
Image Cash Letter file processing allows clients with specialized software to create and submit an ICL/x9.37 deposit file in lieu of utilizing the traditional Remote Deposit Capture service. The ICL file is submitted to the Bank via an SFTP connection or upload through the Bank’s Remote Deposit module. An alternative method of delivery may be customized depending on the needs of City of Santa Fe Springs.

ACH Origination
ACH Origination service is available through the Bank’s Treasury Management system. ACH transactions may be submitted utilizing the online banking portal’s payments feature. Additionally, ACH files may be uploaded to the portal in NACHA or CSV format. ACH transactions have a 3:00pm cut-off time on any business day for an effective date as early as the next business day.

Same Day ACH transactions are also available and have a cut-off time of 12:00pm.

ACH Payments may be set up to credit businesses or individuals. ACH Receipts can be set up to collect funds from any recipient’s account within the United States. Payee information, for repeat transactions, can also be saved as a template on the online banking portal. As an added layer of security, City of Santa Fe Springs may customize security features including setting specific limits for approval and implementing dual control. ACH transactions require a one time “Secure Access Code” (SAC) to be provided by the user drafting the payment as well as the authorized approving party. The SAC may be delivered by email, text message or automated phone message.

All ACH Returns and Notifications of Change are transmitted via email in an encrypted attachment or clickable web-link that the client is able to log into to obtain the data.

Wire Transfer Services
F&M Bank offers Online Wire Transfer services through the Online Treasury Management system. The cut-off time for Domestic wire transfers is 2:00pm. International Wires have a cut- off time of 12pm. Wire transfer requests may be initiated, approved and monitored through this channel. Beneficiary information, for repeat wires, can also be saved as a template on the portal.

As an added layer of security, City of Santa Fe Springs may customize security features including setting specific limits for approval and implementing dual control. Wire transfers also require a one time “Secure Access Code” (SAC) to be provided by the user drafting the wire as well as the authorized approving party. The SAC may be delivered by email, text message or automated phone message.

Real-time online wire activity is also available through the Bank’s Online Banking system.

Merchant Services
Farmers & Merchants Bank offers Merchant Services that enable business clients to accept Visa, MasterCard, Discover and American Express credit cards along with other forms of payment such as Apple Pay & Google Pay.

The following are the types of services available:
• Point-of-sale
• Internet & E-Commerce
• Mail & Phone Order
• Pay anywhere solutions-such as virtual terminal and wireless apps for smartphones While rates vary based on the type of card and the manner in which the transaction is processed, the Bank is pleased to offer competitive pricing to City of Santa Fe Springs.

Borrowing Services
F&M Bank offers many customized business credit products to serve the needs of its client base, including the following:
• Real Estate secured financing
• Master Loan Agreements
• C&I financing
• Lines of credit
• Construction financing
• Tax Exempt Bond financing
• New Markets Tax Credit financing
• SBA 504 / 7a financing
Additional credit products are also available to meet City of Santa Fe Springs’s needs.

Client References
City of Downey
Anil Gandhy
Finance Director
Work Phone: 562-904-7265
Email: [email protected]
Montebello Unified School District
Donald Ellingson
Chief Financial Officer
Work Phone: 323-887-7900 x 2355
Mobile Phone: 323-436-4594 Mobile
Email: [email protected]
City of Lakewood
Jose Gomez
Director of Finance & Administrative Services
Work Phone: 562-866-9771
Email: [email protected]
Commitment to Technology and Information Security
F&M Bank has implemented an IT roadmap under the leadership of its new CIO. Over the past five years F&M has invested $70 million in technology that increases efficiency, convenience and security for bank clients. Recent investments in cutting-edge online and mobile banking technology enable F&M Bank to remain competitive.

F&M Bank is regulated by the Federal Reserve Board and the Department of Financial Protection and Innovation. The Bank has an Information Security Program, Security Policy and Incident Response plan in place. The plans are updated and approved annually by the Bank’s Chief Information Security Officer and approved by the Board of Directors. All communication containing NPPI data must be encrypted per the Bank’s Information Security Policy.

In the event of an emergency, the Bank has a Business Continuity Plan as well as a Business Impact Analysis in place. Updates and testing of the Disaster Recovery plan and procedure are also performed annually.

In Closing
Carlos Gallardo and your dedicated branch support team will be the primary contacts for City of Santa Fe Springs’s day- to-day needs, operational inquiries, technical support, and any loan requirements, should the need arise. F&M Bank is fully committed to providing City of Santa Fe Springs with the utmost care, respect, and exceptional service. We thank you for your time in reviewing this proposal.

Sectran Security Armored Courier Quote
• Site: City of Santa Fe Springs
-Service Schedule: 3, 4, or 5 x a week (Pick up 9:00-11:00 AM ) -Address: 11710 E. Telegraph Road
Santa Fe Springs, CA 90670
-Liability: $50,000.00
The armored quote is approximately:
• 3 x a Week service: Approximately $345/month
• 4 x a Week service: Approximately $433/ month
• 5 x a Week service: Approximately $540/ month
Quotes provided do not include insurance surcharge (4.95% Fixed) and Fluctuating Diesel gas surcharge (23.5%).

If the customer would like to have their invoices paid through Account Analysis, there is a $10.00 fee per invoice associated with this service.

Darius Barfatani
Sales/Customer Service Manager
562-478-1975 (Office)
562-577-1386 (Mobile)
Fax: 562-949-4327
*: [email protected]

ACCOUNT ANALYSIS
CUSTOMER: STATEMENT PERIOD:

City of Santa Fe Springs CA 07/01/2023 THROUGH 07/31/2023

SUMMARY OF PARENT POSITION

F & M BANK BANK OF THE WEST
EARNINGS ALLOWANCE 565.10 2,260.39
LESS ACTIVITY CHARGES 985.63 2,367.59
EXCESS (DEFICIT) POSITION (420.53) (107.21)

BALANCE INFORMATION
AVERAGE MONTHLY BALANCES:

F & M BANK BANK OF THE WEST
AVERAGE COLLECTED BALANCE 2,957,134.86 2,957,134.86
LESS RESERVE REQUIREMENT 295,713.49 295,713.49
AVERAGE NET COLLECTED BALANCE 2,661,421.37 2,661,421.37

RATE INFORMATION

F & M BANK BANK OF THE WEST
EARNINGS CREDIT RATE 0.25% 1.00%
RESERVE REQUIREMENT RATE 10.00% 10.00%
MULTIPLIER (AVG NET COLLECTED BALANCE REQUIRED PER $1 OF SERVICE CHARGE) 4,709.68 1,177.42

ACCOUNT ANALYSIS

ACTIVITY CHARGE DETAIL

SAVINGS ON

VOLUME UNIT PRICE SVC CHG VOLUME UNIT PRICE SVC CHG ACTIVITY CHARGES

ACCOUNT ANALYSIS SERVICES

MISCELLANEOUS SERVICES
CHECKS PAID 630 0.2000 126.00 630 0.2100 132.30 6.30
BANK ORIGINATED CREDIT 1 - - 1 0.3500 0.35 0.35
MONTHLY MAINTENANCE 5 $25/GROUP 25.00 5 10.0000 50.00 25.00 DEPOSIT ADMINISTRATION FEE 3,093 - - 3,093 0.1500 463.95 463.95

ZBA CHARGES
ZBA CONCENTRATION ACCOUNT FEE 1 - - 1 40.0000 40.00 40.00 ZBA TIER ACCOUNT FEE 1 - - 1 20.0000 20.00 (35.00)

CHECKS DEPOSITED - NON-ENCODED
NON-ENCODED ON US 2 0.1500 0.30 2 0.1400 0.28 (0.02)

DEPOSITED ITEMS RETURNED/RECLEARED
RETURNED DEPOSITED ITEM 2 10.0000 20.00 2 7.5000 15.00 (5.00) RETURNED ITEM MAKER NAME 2 - - 2 1.0000 2.00 2.00
RECLEAR ITEMS 1 - - 1 6.0000 6.00 6.00

IMAGE EXPRESS SERVICES
CD PRODUCED - PER CD 1 n/a - 1 37.0000 37.00 37.00
IMAGES WRITTEN TO CD 572 - - 572 0.0500 28.60 28.60

WIRE TRANSFER SERVICES
INCOMING WIRE - AUTO 4 10.0000 40.00 4 13.0000 52.00 12.00

ACCOUNT RECONCILEMENT PROCESSING
INPUT ISSUE, ELECTRONIC 567 - - 567 0.0900 51.03 51.03
BASE FEE 2 - - 2 80.0000 160.00 160.00

POSITIVE PAY
POSITIVE PAY BASE FEE (see below F&M BANK SERVICES - POSITIVE PAY) 2 - - 2 45.0000 90.00 90.00 EXCEPTION ITEMS 1 - - 1 1.2500 1.25 1.25

ACH SERVICES
ELECTRONIC (ACH} CREDITS 85 0.1500 12.75 85 0.2200 18.70 5.95 ELECTRONIC (ACH} DEBITS 68 0.1500 10.20 68 0.2200 14.96 4.76 RETURNED ITEMS - DEBIT 2 10.0000 20.00 2 6.0000 12.00 (8.00) ACH BLOCK MAINTENANCE 1 10.0000 10.00 1 15.0000 15.00 5.00 ACH POS PAY COMPANY MONTHLY MAINTE 1 25.0000 25.00 1 30.0000 30.00 5.00 ACH POS PAY - RECURRING FILTER 9 - - 9 2.5000 22.50 22.50

ELECTRONIC DEPOSIT SERVICE
DEPOSIT FEE 18 - - 18 1.5000 27.00 27.00
EDS ITEMS 2,498 0.0800 199.84 2,498 0.0800 199.84 -
PREMIER MAINTENANCE (see below F&M BANK SERVICES - CHECK IMAGE DEPOSIT) 1 - - 1 45.0000 45.00 45.00 PREMIER ADDITIONAL ACCT MAINTENANCE 3 - - 3 22.0000 66.00 66.00

CASH SERVICES
CASH ORDERS 1 5.0000 5.00 1 4.0000 4.00 (1.00)
CURRENCY SUPPLIED PER $1 417 0.0012 0.50 417 0.0020 0.83 0.33

FARMERS & MERCHANTS BANK BANK OF THE WEST

ACCOUNT ANALYSIS

ACTIVITY CHARGE DETAIL

SAVINGS ON

VOLUME UNIT PRICE SVC CHG VOLUME UNIT PRICE SVC CHG ACTIVITY CHARGES

FARMERS & MERCHANTS BANK BANK OF THE WEST

CASH VAULT
CASH VAULT DEPOSITS - CV2 23 - - 23 1.7500 40.25 40.25
CURRENCY DEP - STD (PER $100) - CV 216 0.1400 30.24 216 0.1500 32.40 2.16 COIN DBP PARTIAL/ MIXED BAG - CV2 2 8.0000 16.00 2 6.7500 13.50 (2.50)

TREASURYNOW
IMAGES VIEWED 15 - - 15 0.1000 1.50 1.50
TREASURYNOW ACCT FEE 1 - - 1 150.0000 150.00 150.00
TREASURYNOW ACCT FEE 4 - - 4 - - -
PREV DAY DETAIL ITEMS 500 - - 500 - - -
PREV DAY DETAIL ITEMS 408 - - 408 0.1500 61.20 61.20
ARP SPBCIAL REPORTS 3 - - 3 1.2500 3.75 3.75

STOP PAYMENT
13 MONTH STOP (ONLINE) 2 15.0000 30.00 2 20.0000 40.00 10.00

MONEY TRANSFER
DOMESTIC WIRE 3 15.0000 45.00 3 - - (45.00)
DOMESTIC WIRE 9 15.0000 135.00 9 15.0000 135.00 -
ACCT TRANSFER ITEMS 1 - - 1 - - -

ACH SERVICES
ACH TRANSACTIONS 1,332 0.1500 199.80 1,332 0.2000 266.40 66.60

REAL TIME PAYMENTS
RTP CRBDIT IN 18 - - 18 1.0000 18.00 18.00
-

F&M BANK SERVICES
ONLINE BANKING CASH MANAGER 1 35.0000 35.00
PAPER STATEMENT FEE <1> - 3.0000 - - -

POSITIVE PAY
CHECK POSITIVE PAY SERVICE PER MONTH PER ACCOUNT - 25.0000 - CHECK POSITIVE PAY WITH PAYEE MATCH MONTHLY PER ACCOUNT - 35.0000 - ACH POSITIVE PAY MONTHLY PER ACCOUNT - 25.0000 -
POSITIVE PAY BUNDLE MONTHLY PER ACCOUNT - 50.0000 -

CHECK IMAGE DEPOSIT
MONTHLY(IF LESS THAN 2000 ITEMS PROCESSED PER MONTH) - 100.0000 - TOTAL ACTIVITY CHARGES 985.63 2,367.59 1,361.96
AVG COLLECTED BALANCE REQUIRED FOR TOTAL SERVICES PROVIDED 5,157,779.15 3,097,390.00 <1> Paper Statement Fee applies unless enrolled in eStatements.

This estimate is based on a comparison of the specific accounts, balances and cash management services as detailed above and does not constitute a commitment for opening an account. The amount of your actual analysis fees and earnings credit may vary depending on factors such as the current earnings credit rate, products/services utilized, transaction volumes, and average monthly balances.

These factors could result in cost savings that differ from what is estimated on this form. The earnings credit rate as well as bank services fees are subject to change without prior notice.

6 The fee schedule below applies to all Non-Analyzed Business Checking Accounts unless otherwise noted.

BANK FEES
ATM Service Charge (At A Non-F&M Bank ATM) ...............................................$1.50 Bond Coupon Collection ....................................................................................$10.00 Chargeback Item Fee (Check) ...........................................................................$10.00 Checks/Deposit Slips .....................................................................Per Catalog Pricing Daily Deposit Report Per Report Per Account……………… ..............……………$5.00 Debit Card Foreign Transaction (International).......................... 3% Of Purchase Price Debit Item ...........................................................................................................$0.40 Deposit Bag (Disposable) ..........................................................................$0.25-$0.80 Deposit Correction ...............................................................................................$5.00 Endorsement Stamp ......................................................................Per Catalog Pricing Escheatment Notice..............................................................................................$2.00 Insufficient Funds Item/s Fee (Per Item Returned)
2 ..........................................$30.00
Legal Process ..................................................................................................$100.00 Merchant Services ................................................................................Per Agreement Merchant Services Supplies .....................................................................Market Price Night Depository Annual Fee..............................................................................$20.00 Night Depository Replacement Key......................................................................$5.00 Overdraft Item/s Fee (Per Item) .........................................................................$30.00 Paper Statement...................................................................................................$3.00 Research Per Hour - Bank Account (1 Hour Minimum, Prorated Thereafter).....$50.00 Special Cash Order…………………………............... ……………………………. $20.00 Special Statement.................................................................................................$5.00 Stop Payment In-Person / Phone Per Request ..................................................$30.00 Stop Payment Online / Telebanker Per Request................................................$15.00 Sweep Transaction Charge ..................................................................................$5.00 Telephone Transfer Fee .......................................................................................$5.00 Verification Of Deposit Per Account....................................................................$20.00 ACH FEES1
ACH Block Authorization Monthly Per Account ................................................. $10.00 ACH Block Set-Up ............................................................................................... $5.00 ACH Filter Authorization Monthly Per Account ...................................................$10.00 ACH Origination Chargeback/Creditback ...........................................................$10.00 ACH Filter Per Item ..............................................................................................$1.00 ACH Filter Set-Up .................................................................................................$5.00 ACH Origination Reversal...................................................................................$30.00 ACH Stop Payment Per Request........................................................................$30.00 Direct ACH Monthly ............................................................................................$25.00 Direct ACH Set-Up Fee (SFTP) .......................................................................$100.00 EDI Charge Per Transaction.................................................................................$1.00 EDI Service Maintenance Per Month..................................................................$25.00 EDI Setup Fee ...................................................................................................$35.00 Item Reversal Charge.........................................................................................$30.00 Notification Of Change......................................................................................... $2.00 Return Per Item Charge......................................................................................$10.00 Same Day ACH Origination Per Item....................................................................$0.40 Standard ACH Origination Per Item......................................................................$0.15 Standard ACH Received (Credit or Debit) Per Item..............................................$0.15

BUSINESS ONLINE BANKING
Each Additional Log-In ID (Employee Access Control) ........................................$5.00 Bill Pay Overnight Check .................................................................................. $17.50 Bill Pay Paid Return Item Per Item .....................................................................$30.00 Bill Pay Re-Issue Draft Per Item.........................................................................$30.00 Bill Pay Stop Payment Draft Per Request ..........................................................$30.00 Same Day Electronic Bill Payment ....................................................................$12.95 Stop Payment Online Per Request.....................................................................$15.00 Tax Payment Per Payment…………………… .............. ……………………………$5.00

BUSINESS ONLINE BANKING WITH CASH MANAGER
Cash Manager Per Month................................................................................. $35.003 CASHIER’S CHECKS
Client ....................................................................................................................$8.00 Non-Client...........................................................................................................$16.00 CHECK IMAGE DEPOSIT1
One Time Set-Up ...........................................................................................$100.00 Monthly (If Less Than 2,000 Items Processed Per Month) ...........................$100.00 Check Image Scanned And Provided Electronically
On-Us Item: F&M Drawn Item Per Check .......................................................$0.08 Non-F&M Item: Transit Item Per Check ......................................................... $0.08

COIN (IN OR OUT)
Coin & Currency Change Order .........................................................................$5.00 Per Standard Bag Deposited .............................................................................$5.00 Per Mixed Standard Bag Deposited ..................................................................$8.00 Per Roll Deposited ............................................................................................$0.15 Per Box/Bag Provided .................................................$5.00 Per Box/$0.75 Per Bag Per Loose Standard Bag Provided ....................................................................$7.00 Per Roll Provided ..............................................................................................$0.15

COLLECTION PROCESSING
Incoming Domestic...........................................................................................$50.00 Incoming International ......................................................................................$60.00 Outgoing Domestic (Plus Correspondent Bank Fees) .....................................$15.00 Outgoing International (Plus Correspondent Bank Fees).................................$30.00 COPY
Business Credit Card Paper Billing “Special Handling” Statement.................. $30.00 Per Credit Card Statement† ..............................................................................$4.00 Per Item (e.g. Checks, Deposit Slips) ................................................................$3.00 Per Statement With Images .............................................................................$10.00 Per Statement Without Images ..........................................................................$5.00

CREDIT CARDS
Refer to the Elan Financial Services Schedule of Fees for credit cards opened after May 1, 2021.

CURRENCY (IN OR OUT)
Per $1,000.00 Deposited ...................................................................................$1.70 Per $1,000.00 Provided .....................................................................................$1.50

EARLY ACCOUNT CLOSURE
Checking/Money Market Accounts (Within 90 Days Of Opening)....................$20.00 Savings Accounts (Within 1 Year Of Opening) ................................................$20.00 LOCKBOX – ELECTRONIC1
Set-Up Per Box .............................................................................................$150.00 Maintenance Per Box Per Month ...................................................................$175.00 Monthly Minimum ...........................................................................................$325.00 Reporting Per Month ......................................................................................$150.00 Image Transaction (Correspondence) ...............................................................$0.15 Data Entry Per Keystroke ................................................................................$0.025 Deposit ..............................................................................................................$1.25 Image Transaction .............................................................................................$0.08 Items Processed Per Online Item.......................................................................$0.45 Items Processed Per Paper Item .......................................................................$0.65 MEDICAL ELECTRONIC LOCKBOX (MED ESOLUTIONS) 1
Please See All Fees Noted Above for Electronic Lockbox
Med eSolutions Image Transaction ...................................................................$0.45

MONEY ORDERS
Client .................................................................................................................$5.00 Non-Client ........................................................................................................$10.00 NOTARY SERVICES (ACKNOWLEDGEMENTS, JURATS, ETC.)
Client, Per Signature .......................................................................................$10.00 Non-Client, Per Signature ................................................................................$15.00

PRE-PAID GIFT CARDS
MasterCard® Pre-Paid Gift Card Activation Per Card .......................................$3.00 Inactivity Per Month (After 12 Consecutive Months Of Inactivity) ......................$2.95 Replacement Of Lost Or Stolen Card ................................................................$5.00 7 POSITIVE PAY
Check Positive Pay Service Per Month Per Account..........................................$25.00 Check Positive Pay With Payee Match Monthly Per Account.............................$35.00 ACH Positive Pay Monthly Per Account .............................................................$25.00 Positive Pay Bundle Monthly Per Account (ACH Positive Pay And Check Positive Pay With Payee Match) .....................................................................................$50.00 REMOTE DEPOSIT CAPTURE (RDC) 1
One Time Set-Up Per Location.........................................................................$150.00 Rental Fee Per Month (Scanner Plus Maintenance) ...........................................Varies Single Feed Scanner .......................................................................................$25.00 Multiple Feed Scanner......................................................................................$50.00 Monthly License (Up To 2 Licenses)...................................................................$30.00 Monthly (Licenses In Excess Of The First 2) ......................................................$20.00 Check Scanned And Provided Electronically
On-Us Item: F&M Drawn Item Per Check..........................................................$0.15 Non-F&M Item: Transit Item Per Check.............................................................$0.15 Bundled RDC Per Item Charges (Scanning And Transmitting) ............................$0.15

SAFE DEPOSIT BOX
Key Deposit ........................................................................................................$20.00 Forced Entry .....................................................................................................$150.00 Late Fee..............................................................................................................$10.00 Annual Rent ....................................................................... Varies Based On Box Size • 2x5 ................................................................................................................$25.00 • 3x5 ................................................................................................................$50.00 • 4x5 ................................................................................................................$55.00 • 5x5 ................................................................................................................$60.00 • 3x10 ..............................................................................................................$70.00 • 4x10 ..............................................................................................................$85.00 • 5x10 ............................................................................................................$100.00 • 6x10 ............................................................................................................$110.00 • 8x10 ............................................................................................................$130.00 • 9x10 ............................................................................................................$140.00 • 10x10 ..........................................................................................................$150.00 • 10x15 ..........................................................................................................$200.00 • 15x15 ..........................................................................................................$300.00 SMART SAFES1
Smart Safe Deposit Correction Notice................................................................. $5.00 Smart Safe Setup Fee .....................................................................................$100.00 Smart Safe Service Per Unit Per Month ............................................................$50.00 WIRE TRANSFERS – DOMESTIC & USD INT’L VIA US CORRESPONDENT BANK* Incoming Domestic Wire – eNotice.....................................................................$10.00 Incoming Domestic Wire – Mail Notice ...............................................................$15.00 Online Banking Outgoing Wire – eNotice ...........................................................$15.00 Online Banking Outgoing Wire – Mail Notice .....................................................$20.00 Outgoing Domestic Wire – eNotice.................................................................... $30.00 Outgoing Domestic Wire – Mail Notice .............................................................. $35.00 *Online Banking Wires Are For Domestic & Int’l Via US Correspondent Bank Purposes Only
WIRE TRANSFERS – INTERNATIONAL
Incoming International Wire – eNotice................................................................$10.00 Incoming International Wire – Mail Notice ..........................................................$15.00 Outgoing International Wire – USD ................................................................... $50.00 Outgoing International Wire – FX ...................................................................... $40.00 BUSINESS CHECKING PLUS (Per Item, Per Month)
Debit Transactions (After 400 Withdrawals, Checks, or Drafts)…............……….$0.40 Standard ACH Origination (After 100 Transactions)………………….............……$0.15 Outgoing Domestic Online Banking Wires – eNotice (After 2 Wires). ........... ….$15.00 Currency (excludes rolled/bagged coins)
Per $1,000 Deposited (After $20,000)………………………… ............ ..………..$1.70 Per $1,000 Provided (After $20,000)…………………………….............………..$1.50 Each Additional Log-In ID (Employee Access Control) …....................................$5.00

BUSINESS CHECKING NON-ANALYZED & BUSINESS INTEREST ON CHECKING (Per Item, Per Month)
Debit Item (Checks Paid After 300 Debits) ........................................................$0.40 Please Note: Prices subject to change. Certain accounts may have fees for services not noted in this schedule. Please review your account agreement for details.
1Account Analysis set up is required.
2 Returned items may be presented for payment by the payee or their financial institution multiple times resulting in multiple Insufficient Funds Item/s fees being charged.
3 Online Banking (OLB) fee listed on statement may be combined with ACH transaction fees incurred during the billing period, if applicable. 8 BANK FEES
Account Analysis Maintenance Per Month ...................................................................$25.00 ATM Service Charge (At a Non-F&M Bank ATM)(SC) ...................................................$1.50 Bond Coupon Collection (SC) ......................................................................................$10.00 Cashier’s Check .............................................................................................................$8.00 Chargeback Item Fee (Check) .....................................................................................$10.00 Checks/Deposit Slips ................................................................Per Catalog Pricing + $10.00 Armored Car and Courier Services..................................................................Per Agreement Armored Car and Courier Services........................... Per Agreement + 10% ($10 minimum)2 Daily Deposit Report Per Report Per Account................................................................$5.00 Debit Card Foreign Transaction (International)(SC) ............................ 3% Of Purchase Price Debit Item (Checks Paid) ...............................................................................................$0.20 Deposit Bag/Each (Disposable) .......................................................................... $0.25-$0.80 Deposit Correction .........................................................................................................$5.00 Deposit Item....................................................................................................................$0.15 Endorsement Stamp .................................................................Per Catalog Pricing + $10.00 Escheatment Notice (SC) ...............................................................................................$2.00 Insufficient Funds Item/s Fee (Per Item Returned)
1 ....................................................$30.00 Legal Process (SC).....................................................................................................$100.00 Lockbox ...........................................................................................................Per Agreement Merchant Services ..........................................................................................Per Agreement Merchant Services .....................................................Per Agreement+ 10% ($10 minimum)2 Merchant Services Supplies ...............................................................................Market Price Night Depository Annual Fee .......................................................................................$20.00 Night Depository Replacement Key (SC) .......................................................................$5.00 Money Order ..................................................................................................................$5.00 Overdraft Item/s Fee (Per Item) ...................................................................................$30.00 Paper Statement.............................................................................................................$3.00 Remote Deposit Capture ................................................................................Per Agreement Research Per Hour - Bank Account (1 Hour Minimum, Prorated Thereafter)...............$50.00 Special Cash Order (SC) ..............................................................................................$20.00 Special Statement. .........................................................................................................$5.00 Stop Payment In-Person / Phone Per Request ............................................................$30.00 Stop Payment Online / Telebanker Per Request..........................................................$15.00 Sweep Transaction Charge ............................................................................................$5.00 Telephone Transfer Fee .................................................................................................$5.00 Vendor Invoice ........................................................... Per Agreement + 10% ($10 minimum) Verification Of Deposit Per Account (SC) .....................................................................$20.00

ACH FEES
ACH Block Authorization Monthly Per Account ........................................................... $10.00 ACH Block Set-Up ......................................................................................................... $5.00 ACH Filter Authorization Monthly Per Account .............................................................$10.00 ACH Origination Chargeback/Creditback .....................................................................$10.00 ACH Filter Per Item ........................................................................................................$1.00 ACH Filter Set-Up ...........................................................................................................$5.00 ACH Origination Reversal.............................................................................................$30.00 ACH Stop Payment Per Request..................................................................................$30.00 Direct ACH Monthly ......................................................................................................$25.00 Direct ACH Set-Up Fee (SFTP) .................................................................................$100.00 EDI Charge Per Transaction...........................................................................................$1.00 EDI Service Maintenance Per Month............................................................................$25.00 EDI Setup Fee .............................................................................................................$35.00 Item Reversal Charge...................................................................................................$30.00 Notification Of Change................................................................................................... $2.00 Return Per Item Charge................................................................................................$10.00 Same Day ACH Origination Per Item .............................................................................$0.40 Standard ACH Origination Per Item................................................................................$0.15 Standard ACH Received (Credit or Debit) Per Item........................................................$0.15

BUSINESS ONLINE BANKING
Each Additional Log-In ID (Employee Access Control) .................................................$5.00 Bill Pay Overnight Check (SC)......................................................................................$17.50 Bill Pay Paid Return Item Per Item (SC).......................................................................$30.00 Bill Pay Re-Issue Draft Per Item (SC)...........................................................................$30.00 Bill Pay Stop Payment Draft Per Request (SC) ...........................................................$30.00 Same Day Electronic Bill Payment (SC).......................................................................$12.95 Stop Payment Online Per Request ..............................................................................$15.00 Tax Payment Per Payment (SC) ....................................................................................$5.00

BUSINESS ONLINE BANKING WITH CASH MANAGER
Cash Manager Per Month ................................................................................... $35.003

CHECK IMAGE DEPOSIT
One Time Set-Up ................................................................................................$100.00 Monthly (If Less Than 2,000 Items Processed Per Month) ................................$100.00 Check Image Scanned And Provided Electronically
On-Us Item: F&M Drawn Item Per Check ............................................................$0.08 Non-F&M Item: Transit Item Per Check .............................................................. $0.08

COIN (IN OR OUT)
Coin & Currency Change Order .............................................................................$5.00 Per Standard Bag Deposited ..................................................................................$5.00 Per Mixed Standard Bag Deposited .......................................................................$8.00 Per Roll Deposited .................................................................................................$0.10 Per Box/Bag Provided .................................................................. $4.00 Box/$0.60 Bag Per Loose Standard Bag Provided .........................................................................$3.50 Per Roll Provided ...................................................................................................$0.12

COLLECTION PROCESSING
Incoming Domestic (SC)........................................................................................$50.00 Incoming International (SC)...................................................................................$60.00 Outgoing Domestic (Plus Correspondent Bank Fees)(SC) ...................................$15.00 Outgoing International (Plus Correspondent Bank Fees)(SC) .............................$30.00 COPY
Business Credit Card Paper Billing “Special Handling” Statement (SC) ...............$30.00 Per Credit Card Statement† ..................................................................................$4.00 Per Item (e.g. Checks, Deposit Slips) .....................................................................$3.00 Per Statement With Images ..................................................................................$10.00 Per Statement Without Images ...............................................................................$5.00

CREDIT CARD
Refer to the Elan Financial Services Schedule of Fees for credit cards opened after May 1, 2021.

CURRENCY (IN OR OUT)
Per $1,000.00 Deposited ........................................................................................$1.40 Per $1,000.00 Provided ..........................................................................................$1.20

EARLY ACCOUNT CLOSURE
Checking/ Money Market Accounts (Within 90 Days of Opening)(SC) .................$20.00 Savings Accounts (Within 1 Year of Opening)(SC)...............................................$20.00 LOCKBOX – ELECTRONIC
Set-Up Per Box ..................................................................................................$150.00 Maintenance Per Box Per Month ........................................................................$175.00 Monthly Minimum ................................................................................................$325.00 Reporting Per Month ...........................................................................................$150.00 Image Transaction (Correspondence) ....................................................................$0.15 Data Entry Per Keystroke .....................................................................................$0.025 Deposit ...................................................................................................................$1.25 Image Transaction ..................................................................................................$0.08 Items Processed Per Online Item............................................................................$0.45 Items Processed Per Paper Item ............................................................................$0.65

MEDICAL ELECTRONIC LOCKBOX (MED ESOLUTIONS)
Please See All Fees Noted Above for Electronic Lockbox
Med eSolutions Image Transaction ........................................................................$0.45 NOTARY SERVICES (ACKNOWLEDGEMENTS, JURATS, ETC.)
Client, Per Signature ............................................................................................$10.00 Non-Client, Per Signature .....................................................................................$15.00

POSITIVE PAY
Check Positive Pay Service Per Month Per Account ............................................$25.00 Check Positive Pay with Payee Match Monthly Per Account................................$35.00 ACH Positive Pay Monthly Per Account................................................................$25.00 Positive Pay Bundle Monthly Per Account (ACH Positive Pay and Check Positive Pay with Payee Match) ................................................................................................$50.00 9 REMOTE DEPOSIT CAPTURE (RDC)
One Time Set-Up Per Location...................................................................................$150.00 Rental Fee Per Month (Scanner Plus Maintenance) .................................................... Varies Single Feed Scanner .................................................................................................$25.00 Multiple Feed Scanner ...............................................................................................$50.00 Monthly License (Up To 2 Licenses) ............................................................................$30.00 Monthly (Licenses In Excess Of The First 2) ................................................................$20.00 Check Scanned And Provided Electronically
On-Us Item: F&M Drawn Item Per Check....................................................................$0.15 Non-F&M Item: Transit Item Per Check.......................................................................$0.15 Bundled RDC Per Item Charges (Scanning And Transmitting) ......................................$0.15

SAFE DEPOSIT BOX
Key Deposit (SC)..........................................................................................................$20.00 Forced Entry (SC).......................................................................................................$150.00 Late Fee (SC) ...............................................................................................................$10.00 Annual Rent (SC)......................................................................... Varies Based On Box Size • 2x5 (SC) ..................................................................................................................$25.00 • 3x5 (SC) ..................................................................................................................$50.00 • 4x5 (SC) ..................................................................................................................$55.00 • 5x5 (SC) ..................................................................................................................$60.00 • 3x10 (SC) ................................................................................................................$70.00 • 4x10 (SC) ................................................................................................................$85.00 • 5x10 (SC) ..............................................................................................................$100.00 • 6x10 (SC) ..............................................................................................................$110.00 • 8x10 (SC) ..............................................................................................................$130.00 • 9x10 (SC) ..............................................................................................................$140.00 • 10x10 (SC) ............................................................................................................$150.00 • 10x15 (SC) ............................................................................................................$200.00 • 15x15 (SC) ............................................................................................................$300.00

SMART SAFES
Smart Safe Deposit Correction Notice........................................................................... $5.00 Smart Safe Setup Fee ...............................................................................................$100.00 Smart Safe Service Per Unit Per Month ......................................................................$50.00 WIRE TRANSFERS – DOMESTIC & USD INT’L VIA US CORRESPONDENT BANK* Incoming Domestic Wire – eNotice...............................................................................$10.00 Incoming Domestic Wire – Mail Notice .........................................................................$15.00 Online Banking Outgoing Wire – eNotice .....................................................................$15.00 Online Banking Outgoing Wire – Mail Notice ...............................................................$20.00 Outgoing Domestic Wire – eNotice...............................................................................$30.00 Outgoing Domestic Wire – Mail Notice .........................................................................$35.00 *Online Banking Wires Are For Domestic & Int’l Via US Correspondent Bank Purposes only WIRE TRANSFERS – INTERNATIONAL
Personal Outgoing International (Correspondent Fees Included) ................................$60.00 Personal Incoming International Wire – eNotice ..........................................................$10.00 Personal Incoming International Wire – Mail Notice .....................................................$15.00 Incoming International Wire – eNotice..........................................................................$10.00 Incoming International Wire – Mail Notice ....................................................................$15.00 Outgoing International Wire – USD ..............................................................................$50.00 Outgoing International Wire – FX .................................................................................$40.00 (SC) = Statement Charge. Fees labeled SC will be itemized on your monthly Checking Account statement.

Please Note: Prices subject to change. Certain accounts may have fees for services not noted in this schedule. Please review your account agreement for details. 1 Returned items may be presented for payment by the payee or their financial institution multiple times resulting in multiple Insufficient Funds Item/s fees being charged. 2 10% ($10 minimum) charge applies when vendor invoices for Armored Car and Courier Services and/or Merchant Services are paid directly by F&M Bank and passed through Account Analysis.

Merchant Services Comparison Quote 11/24/2023
Quote Prepared for: Santa Fe Springs City Hall
INTERCHANGE BR# 25

ELAVON ELAVON VOLUME FMB
Fee
FMB
Total Fee
FMB
Savings
$276.43 0.20 $138,217.08 0.10 $138.22
MC QUALIFIED PER ITEM 0.20 $131,402.64 $0.10 $131.40
$45.70 0.10 457 $0.22 $100.54
MC WAT $2.42 0.02 121 $0.22 $26.62
AMEX DISCOUNT RATE $155.36 0.40 $38,839.29 0.10 $38.84
AMEX WAT $2.05 0.05 41 $0.08 $0.20

AMEX PER ITEM
$262.81

0.10 40 $0.22 $0.20
BASC DISCOUNT $7.00 0.00 $0.00 0.00 $7.00
RSPACKAGE $12.99 0.00 0 $0.00 $0.00
OTHER TRANSACTIONS FEES $538.71 $0.00 0 $0.00 $538.71
INTERCHANGE FEES $4,139.76 $0.00 0 $0.00 $4,139.76
AMEX INTERCHANGE FEES $641.20 $0.00 0 $0.00 $641.20
MONTHLY PCI FEE $0.00 $0.00 0 $0.00 $9.95
PAYMENT NETWORK & ASSOC FEES $616.02 $0.00 0 $0.00 $616.02 MONTHLY STATEMENTS FEE $0.00 $0.00 0 $0.00 $10.00
$6,704.45 $6,398.66 $305.79
Note: Estimated Monthly Savings as of . 11/24/2023 $3,669.45

INTERCHANGE FEES VARY MONTHLY BASED ON CARD TYPE AND VOLUME APPROX. YEARLY SAVINGS
Current Processing Cost

VISA DISCOUNT RATE

VISA/MC PER ITEM
Merchant Services Comparison Quote 11/24/2023
Quote Prepared for: CITY OF SANTA FE SPRINGS
INTERCHANGE BR# 25

ELAVON ELAVON VOLUME FMB
Fee
FMB
Total Fee
FMB
Savings
$32.84 0.33 $9,952.75 0.10 $9.95
MC DISCOUNT RATE $18.12 0.33 $5,491.00 $0.10 $5.49
$6.24 0.16 39 $0.22 $8.58
AMEX DISCOUNT RATE $6.55 0.63 $1,040.00 0.10 $1.04
AMEX PER ITEM $0.64 0.16 4 $0.22 $0.20
BASC DISCOUNT $10.00 0.00 $0.00 0.00 $10.00
RSPACKAGE $12.99 0.00 0 $0.00 $0.00
OTHER TRANSACTIONS FEES $76.16 $0.00 0 $0.00 $76.16
INTERCHANGE FEES $302.40 $0.00 0 $0.00 $302.40
DBTENABLE $5.00 $0.00 0 $0.00 $0.00
AMEX INTERCHANGE FEES $16.47 $0.00 0 $0.00 $16.47
PAYMENT NETWORK & ASSOC FEES $28.37 $0.00 0 $0.00 $28.37 MONTHLY STATEMENTS FEE $0.00 $0.00 0 $0.00 $10.00
$515.79 $468.66 $47.12
Note: Estimated Monthly Savings as of . 11/24/2023 $565.47

INTERCHANGE FEES VARY MONTHLY BASED ON CARD TYPE AND VOLUME Current Processing Cost
APPROX. YEARLY SAVINGS
ANNUAL PCI FEE $9.95 PER MO
FMB ONE TIME SET UP FEE $55.00 Waived

VISA DISCOUNT RATE

VISA/MC PER ITEM
Merchant Services Comparison Quote 11/24/2023
Quote Prepared for: POLICE SERVICES CENTER
INTERCHANGE BR# 25

ELAVON ELAVON VOLUME FMB
Fee
FMB
Total Fee
FMB
Savings
$7.66 0.85 $901.00 0.10 $0.90
MC DISCOUNT RATE $1.46 0.85 $172.00 $0.10 $0.17
DISCOVER DISCOUNT RATE $0.38 0.85 $45.00 $0.10 $0.05
$5.44 0.32 17 $0.22 $3.74
INM5000R $22.10 0.00 0 $0.00 $0.00
OTHER TRANSACTIONS FEES $4.73 $0.00 0 $0.00 $4.73
INTERCHANGE FEES $12.51 $0.00 0 $0.00 $12.51
SAFETSOSMB $50.00 $0.00 0 $0.00 $0.00
PAYMENT NETWORK & ASSOC FEES $3.64 $0.00 0 $0.00 $3.64
CARD MINIMUM BILL FEE $19.63 $0.00 0 $0.00 $19.63
MONTHLY STATEMENTS FEE $0.00 $0.00 0 $0.00 $10.00
$127.55 $55.37 $72.19
Note: Estimated Monthly Savings as of . 11/24/2023 $866.22

INTERCHANGE FEES VARY MONTHLY BASED ON CARD TYPE AND VOLUME

VISA DISCOUNT RATE

VISA/MC/DISC PER ITEM
Current Processing Cost
APPROX. YEARLY SAVINGS
ANNUAL PCI FEE $9.95 PER MO
FMB ONE TIME SET UP FEE $55.00 Waived
Conversion Plan:

Transition Timeline
Week 1-2:
• Required account opening documentation collected
• Account signer information collected
Week 3-4:
• Account signature cards created then presented to organization for signature collection (Accounts will be opened when signature card(s) are signed)
• Agreement for all requested business products provided to the organization for review and signature collection (Cash Management, ACH, RDC, Wires)
• Pending return of signed business application and acceptance form to begin application processing • Credentials for services created (Cash Management)
Week 4-5:
• Onsite installation and staff training for business services Week 5-6:
• Ensure all services are set up to the specifications set for the organization 26 Ofces Serving
Southern California
Main – Long Beach
302 Pine Ave.
562-437-0011
Belmont Shore*
4827 E. 2nd St.
562-621-1430
Bixby Knolls*
4545 California Ave.
562-984-3600
East Long Beach
3140 E. Anaheim St.
562-621-1400
Los Altos*
2302 Bellflower Blvd.
562-799-7271
Memorial Office
2801 Atlantic Ave.
562-989-7862

LONG BEACH
Corona del Mar*
2421 E. Coast Hwy.
949-723-1804
Fullerton*
315 N. Harbor Blvd.
714-578-1945
Garden Grove*
10422 Garden Grove Blvd.
714-590-3880
Huntington Beach*
7125 Yorktown Ave.
714-465-3131
Laguna Hills*
24300 Paseo de Valencia
949-340-3150
Lake Forest*
23772 Rockfield Blvd.
949-460-7900
Newport Beach
4695 MacArthur Ct., Ste. 130
949-241-8280
Orange*
1220 E. Katella Ave.
714-288-8450
Rossmoor*
12535 Seal Beach Blvd.
562-799-2002
San Clemente*
621 N. El Camino Real
949-373-2470
San Juan Capistrano*
31873 Del Obispo St.
949-488-8550
Santa Ana
1750 E. 17th St.
714-564-1750
Santa Ana – Main
1702 N. Main St.
714-888-2630
Tustin – The District*
2691 Park Ave.
714-824-3070

ORANGE COUNTY
Downey*
9001 Firestone Blvd.
562-334-1836
Lakewood*
4909 Lakewood Blvd.
562-602-8378
Redondo Beach*
1333 S. Pacific Coast Hwy.
310-802-7560
Rolling Hills Estates*
27525 Indian Peak Rd.
310-491-1711
Torrance*
22400 Hawthorne Blvd.
310-265-3200

LOS ANGELES COUNTY
Santa Barbara
33 E. Carrillo St.
805-280-4700
*Open Saturdays from 9:00 am to 12:00 pm

SANTA BARBARA COUNTY

ACCOUNT ANALYSIS

CUSTOMER: STATEMENT PERIOD:

City of Santa Fe Springs CA 07/01/2023 THROUGH 07/31/2023

SUMMARY OF PARENT POSITION

F & M BANK BANK OF THE WEST
EARNINGS ALLOWANCE 2,260.39 2,260.39
LESS ACTIVITY CHARGES 985.63 2,367.59
EXCESS (DEFICIT) POSITION 1,274.75 (107.21)

BALANCE INFORMATION
AVERAGE MONTHLY BALANCES:

F & M BANK BANK OF THE WEST
AVERAGE COLLECTED BALANCE 2,957,134.86 2,957,134.86
LESS RESERVE REQUIREMENT 295,713.49 295,713.49
AVERAGE NET COLLECTED BALANCE 2,661,421.37 2,661,421.37

RATE INFORMATION

F & M BANK BANK OF THE WEST
EARNINGS CREDIT RATE 1.00% 1.00%
RESERVE REQUIREMENT RATE 10.00% 10.00%
MULTIPLIER (AVG NET COLLECTED BALANCE REQUIRED PER $1 OF SERVICE CHARGE) 1,177.42 1,177.42

ACCOUNT ANALYSIS

ACTIVITY CHARGE DETAIL

SAVINGS ON

VOLUME UNIT PRICE SVC CHG VOLUME UNIT PRICE SVC CHG ACTIVITY CHARGES

ACCOUNT ANALYSIS SERVICES

MISCELLANEOUS SERVICES
CHECKS PAID 630 0.2000 126.00 630 0.2100 132.30 6.30
BANK ORIGINATED CREDIT 1 - - 1 0.3500 0.35 0.35
MONTHLY MAINTENANCE 5 $25/GROUP 25.00 5 10.0000 50.00 25.00 DEPOSIT ADMINISTRATION FEE 3,093 - - 3,093 0.1500 463.95 463.95

ZBA CHARGES
ZBA CONCENTRATION ACCOUNT FEE 1 - - 1 40.0000 40.00 40.00 ZBA TIER ACCOUNT FEE 1 - - 1 20.0000 20.00 (35.00)

CHECKS DEPOSITED - NON-ENCODED
NON-ENCODED ON US 2 0.1500 0.30 2 0.1400 0.28 (0.02)

DEPOSITED ITEMS RETURNED/RECLEARED
RETURNED DEPOSITED ITEM 2 10.0000 20.00 2 7.5000 15.00 (5.00) RETURNED ITEM MAKER NAME 2 - - 2 1.0000 2.00 2.00
RECLEAR ITEMS 1 - - 1 6.0000 6.00 6.00

IMAGE EXPRESS SERVICES
CD PRODUCED - PER CD 1 n/a - 1 37.0000 37.00 37.00
IMAGES WRITTEN TO CD 572 - - 572 0.0500 28.60 28.60

WIRE TRANSFER SERVICES
INCOMING WIRE - AUTO 4 10.0000 40.00 4 13.0000 52.00 12.00

ACCOUNT RECONCILEMENT PROCESSING
INPUT ISSUE, ELECTRONIC 567 - - 567 0.0900 51.03 51.03
BASE FEE 2 - - 2 80.0000 160.00 160.00

POSITIVE PAY
POSITIVE PAY BASE FEE (see below F&M BANK SERVICES - POSITIVE PAY) 2 - - 2 45.0000 90.00 90.00 EXCEPTION ITEMS 1 - - 1 1.2500 1.25 1.25

ACH SERVICES
ELECTRONIC (ACH} CREDITS 85 0.1500 12.75 85 0.2200 18.70 5.95 ELECTRONIC (ACH} DEBITS 68 0.1500 10.20 68 0.2200 14.96 4.76 RETURNED ITEMS - DEBIT 2 10.0000 20.00 2 6.0000 12.00 (8.00) ACH BLOCK MAINTENANCE 1 10.0000 10.00 1 15.0000 15.00 5.00 ACH POS PAY COMPANY MONTHLY MAINTE 1 25.0000 25.00 1 30.0000 30.00 5.00 ACH POS PAY - RECURRING FILTER 9 - - 9 2.5000 22.50 22.50

ELECTRONIC DEPOSIT SERVICE
DEPOSIT FEE 18 - - 18 1.5000 27.00 27.00
EDS ITEMS 2,498 0.0800 199.84 2,498 0.0800 199.84 -
PREMIER MAINTENANCE (see below F&M BANK SERVICES - CHECK IMAGE DEPOSIT) 1 - - 1 45.0000 45.00 45.00 PREMIER ADDITIONAL ACCT MAINTENANCE 3 - - 3 22.0000 66.00 66.00

CASH SERVICES
CASH ORDERS 1 5.0000 5.00 1 4.0000 4.00 (1.00)
CURRENCY SUPPLIED PER $1 417 0.0012 0.50 417 0.0020 0.83 0.33

FARMERS & MERCHANTS BANK BANK OF THE WEST

ACCOUNT ANALYSIS

ACTIVITY CHARGE DETAIL

SAVINGS ON

VOLUME UNIT PRICE SVC CHG VOLUME UNIT PRICE SVC CHG ACTIVITY CHARGES

FARMERS & MERCHANTS BANK BANK OF THE WEST

CASH VAULT
CASH VAULT DEPOSITS - CV2 23 - - 23 1.7500 40.25 40.25
CURRENCY DEP - STD (PER $100) - CV 216 0.1400 30.24 216 0.1500 32.40 2.16 COIN DBP PARTIAL/ MIXED BAG - CV2 2 8.0000 16.00 2 6.7500 13.50 (2.50)

TREASURYNOW
IMAGES VIEWED 15 - - 15 0.1000 1.50 1.50
TREASURYNOW ACCT FEE 1 - - 1 150.0000 150.00 150.00
TREASURYNOW ACCT FEE 4 - - 4 - - -
PREV DAY DETAIL ITEMS 500 - - 500 - - -
PREV DAY DETAIL ITEMS 408 - - 408 0.1500 61.20 61.20
ARP SPBCIAL REPORTS 3 - - 3 1.2500 3.75 3.75

STOP PAYMENT
13 MONTH STOP (ONLINE) 2 15.0000 30.00 2 20.0000 40.00 10.00

MONEY TRANSFER
DOMESTIC WIRE 3 15.0000 45.00 3 - - (45.00)
DOMESTIC WIRE 9 15.0000 135.00 9 15.0000 135.00 -
ACCT TRANSFER ITEMS 1 - - 1 - - -

ACH SERVICES
ACH TRANSACTIONS 1,332 0.1500 199.80 1,332 0.2000 266.40 66.60

REAL TIME PAYMENTS
RTP CRBDIT IN 18 - - 18 1.0000 18.00 18.00

F&M BANK SERVICES
ONLINE BANKING CASH MANAGER 1 35.0000 35.00
PAPER STATEMENT FEE <1> - 3.0000 - - -

POSITIVE PAY
CHECK POSITIVE PAY SERVICE PER MONTH PER ACCOUNT - 25.0000 - CHECK POSITIVE PAY WITH PAYEE MATCH MONTHLY PER ACCOUNT - 35.0000 - ACH POSITIVE PAY MONTHLY PER ACCOUNT - 25.0000 -
POSITIVE PAY BUNDLE MONTHLY PER ACCOUNT - 50.0000 -

CHECK IMAGE DEPOSIT
MONTHLY(IF LESS THAN 2000 ITEMS PROCESSED PER MONTH) - 100.0000 - TOTAL ACTIVITY CHARGES 985.63 2,367.59 1,361.96
AVG COLLECTED BALANCE REQUIRED FOR TOTAL SERVICES PROVIDED 1,289,444.79 3,097,390.00 <1> Paper Statement Fee applies unless enrolled in eStatements.

This estimate is based on a comparison of the specific accounts, balances and cash management services as detailed above and does not constitute a commitment for opening an account. The amount of your actual analysis fees and earnings credit may vary depending on factors such as the current earnings credit rate, products/services utilized, transaction volumes, and average monthly balances. These factors could result in cost savings that differ from what is estimated on this form. The earnings credit rate as well as bank services fees are subject to change without prior notice.

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: James Enriquez, P.E., Director of Public Works

SUBJECT: AQUATIC CENTER IMPROVEMENTS PROJECT PHASE 1A – AWARD

OF CONTRACT
DATE: February 6, 2024
RECOMMENDATION:

It is recommended that the City Council:
1) Award a construction contract to California Commercial Pools, Inc. of Glendora, California in the amount of $3,973,639.45 for the construction of the Aquatic Center Improvement Project Phase 1A; and
2) Take such additional, related action that may be desirable.

FISCAL IMPACT
The Capital Improvement Program budget for Fiscal Year 2023-24 includes $6.6 million for the project. Additionally, State Senator Bob Archuleta assisted the City in obtaining a $6.4 million State grant for the project making $13 million in total funds available for the project.

The project is divided into two phases, Phases 1A and 1B. The total project cost for Phase 1A was estimated at $6.2 million, $5 million in construction cost and $1.2 million in soft costs. The total project estimate for Phase 1A is reduced to $5.2 million, $4 million in construction and $1.2 million in soft costs and contingency, with the low bid received. The Phase 1A budget is as follows:

ITEM BUDGET
Construction $ 4,000,000
Design $ 100,000
Engineering $ 275,000
Inspection $ 275,000
Contingency $ 550,000
Total Phase 1A Project Cost $ 5,200,000
CITY COUNCIL AGENDA REPORT – MEETING OF FEBRUARY 6, 2024 Aquatic Center Improvements Project Phase 1A – Award of Contract

The $6.6 million allocated by the City Council in the CIP FY 2023-24 budget will cover the cost for Phase 1A, with the remainder made available to reprogram for Phase 1B.

There is currently adequate funding in local city funds for Phase 1A and no budget appropriation is recommended at this time.

The State grant funding ($6.4 million) is programmed for the Phase 1B project that is currently in the design phase and scheduled for construction after the summer 2024 swim season.

BACKGROUND
The Aquatic Center has shown signs of deterioration as described in previous council reports. Some of these issues deal with the pool deck cracking, dilapidated pool pumps, aging equipment, a dilapidated equipment room and surge pits. The City held several meetings including Council Study Sessions and Community Feedback Meetings concerning the poor condition of the aquatic center. The result of these meetings was direction to move forward with initial repair improvement (Phase 1A) to enable re-opening of the Aquatic Center in summer of 2024.

Phase 1B consists of additional amenities and features that will be completed off season, after the summer 2024 re-opening.

ANALYSIS
On November 21, 2023, the City Council authorized the advertisement of the Notice Inviting Bids for Phase 1A. The Notice Inviting Bids was advertised on December 14, 2023. On January 29, 2024, a total of one bid was received and publicly opened. City Staff reviewed the proposal and determined that the bid proposal complies with the project specifications. The low bidder for the project was California Commercial Pools, Inc., of Glendora, CA with a bid totaling $3,973,639.45. The tabulated bid results are as follows:

Company Name
Publicly Read
Bid Amount
Audited Bid
Amount

1. California Commercial Pools, Inc. $3,973,600.00 $3,973,639.45 The difference between the Publicly Read Bid amount and the Audited Bid Amount is due to mathematical round-off errors on the bid proposal. The bid proposal submitted by California Commercial Pools, Inc. in the amount of $3,973,639.45, is approximately 20% below the Engineer’s Estimate of $5,000,000.00 and is acceptable.

The department of Public Works has reviewed the bids and determined the low bid submitted by California Commercial Pools, Inc. to be responsive and responsible.

The City Attorney’s office has reviewed the contract and approved it as to form.

CITY COUNCIL AGENDA REPORT – MEETING OF FEBRUARY 6, 2024 Aquatic Center Improvements Project Phase 1A – Award of Contract

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
The completion of the Aquatic Center Improvement Project Phase 1A will provide refreshing, relaxing and therapeutic aquatic activities to the community which promotes health and wellness while reducing chronic diseases.

Upon approval of the City Council of the recommended actions, City staff will coordinate with the Contractor on the delivery of the Phase 1A project with the goal of reopening the Aquatic Center for the summer 2024 swim season.

Additionally, staff will continue coordinating the design of Phase 1B. Construction of Phase 1B is currently scheduled to begin after the 2024 swim season, in December 2024.

ATTACHMENT:

A. Attachment A – Contract Agreement
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

2023-10 Aquatic Center Improvements Phase 1A
D-1

AGREEMENT FOR CONSTRUCTION
AQUATIC CENTER IMPROVEMENTS PHASE 1A
CONTRACTOR’S NAME
This Agreement for Construction (“Agreement”) is entered into on this 6th day of February, 2024, by and between the CITY OF SANTA FE SPRINGS, a California municipal corporation (“City”) and California Commercial Pools, Inc., 2255 E. Auto Centre Drive, Glendora, CA 91740, State Contractor’s License No. 415172, (“Contractor”). Hereinafter, the City and the Contractor may be referred to collectively as the “Parties.” The Parties mutually agree as follows: Contractor shall furnish all labor, equipment and materials for, and perform the work of AQUATIC CENTER IMPROVEMENTS PHASE 1A which is covered in the Contractor’s Bid Proposal (the “Work), in accordance with the provisions and requirements in the Contract Documents as defined by this Agreement.

ARTICLE 1 – CONTRACT DOCUMENTS

1.1 Definitions. The meanings of all capitalized terms used herein and in the Contract Documents and not otherwise defined in this document shall be the same as those definitions set forth in the General and Standard Specifications and Special Provisions.

1.2 Contract Documents. The “Contract Documents,” except for Modifications issued after execution of this Agreement, consist of the following documents, all of which are either attached hereto as exhibits or are incorporated herein by this reference, are intended to be correlative and constitute Contractor’s performance obligations:
a. Permits from the City’s Building, Planning, and Public Works Departments and similar Governmental Approvals for the Work required by applicable law. b. Change Orders and other Modifications issued after execution of the Agreement. c. This Agreement, as signed by the Parties, including the following exhibit, and Certificates of Insurance and Additional insured endorsements for Contractor:

Exhibit “A” – Workers Compensation Certification
Exhibit “B” – Performance and Payment Bonds
Exhibit “C” – Claims Procedure
d. Addenda with later Addenda having priority over earlier Addenda issued in connection with the Notice Inviting Bids, as follows:

Addendum No. 4, issued January 23, 2024, 3 pages.
e. Contractors Bid Proposal, for the above-referenced Bid No. 2023-10 (comprised of Notice Inviting Bids, Instructions to Bidders and attachments, Bid Schedule of Prices, List of Subcontractors, Proposal, Signature Certification/Authorization, Bid

ATTACHMENT A
2023-10 Aquatic Center Improvements Phase 1A
D-2
Guaranty, and where applicable, Contractor Qualification Statement and/or Subcontractor Qualification Statement.
f. Special Provisions, General Specifications and Standard Specifications. g. City and other agency’s Standard Drawings.
h. All documents, maps, texts and items referred to in the foregoing documents.

1.3 Interpretation. In the event of any conflict between any of the Contract Documents, the document highest in the order of precedent shall control. The order of precedent shall be the same as that set forth in the 2018 Edition of the Standard Specifications for Public Works Construction, unless otherwise revised in the Special Provisions.

1.4 Entire Agreement. This Agreement together with all other Contract Documents represents the entire and integrated agreement between City and Contractor and supersedes any prior written or oral agreements between them concerning the subject matter contained in the Contract Documents. There are no representations, agreements, arrangements or understandings, oral or written, between the Parties hereto, relating to the subject matter contained in the Contract Documents, which are not fully expressed herein.

ARTICLE 2 - SERVICES OF CONTRACTOR

2.1 Scope of Services. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Contract Documents, which services may be referred to herein as the “Services” or “Work” hereunder. As a material inducement to the City entering into this Agreement, Contractor represents and warrants that Contractor is a provider of first class work and services and Contractor is experienced in performing the work and services contemplated herein and, in light of such status and experience, Contractor covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be of good quality, fit for the purpose intended. Further, Contractor represents that it is knowledgeable and experienced in constructing improvements that are compliant with all applicable accessibility requirements and warrants that all work performed under this agreement will comply with all applicable accessibility requirements.

2.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental having jurisdiction in effect at the time service is rendered, including but not limited to, all applicable accessibility requirements.

2.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement, including registration with the Department of Industrial Relations of the State of California as required by Labor Code Section 1725.5 before commencing performance under this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and 2023-10 Aquatic Center Improvements Phase 1A
D-3
arise from or are necessary for the Contractor's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes penalties or interest levied, assessed or imposed against City hereunder.

Contractor shall be responsible for all subcontractors' compliance with this Section 2.3.

2.4 Familiarity with Work. By executing this Contract, Contractor warrants that Contractor (a) has thoroughly investigated and considered the scope of services to be performed, including the requirement that the facilities being constructed must comply with all applicable accessibility requirements, (b) has carefully considered how the services should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City.

2.5 Standard of Performance. Contractor, its subcontractors and their employees, in the performance of Contractor’s work under this Agreement shall be responsible for exercising the degree of skill and care required by customarily accepted good professional practices and procedures used in the Contractor’s field. Any costs for failure to meet the foregoing standard or to correct otherwise defective work that requires re-performance of the work, shall be borne in total by the Contractor and not by the City. The failure of a project to achieve the performance goals and objectives stated in this Agreement is not a basis for requesting re-performance unless the work conducted by Contractor and/or its subcontractors is deemed by the City to have failed the foregoing standard of performance.

In the event Contractor fails to perform in accordance with the above standard:

2.51. Contractor will re-perform, at its own expense, any task which was not performed to the reasonable satisfaction of City. Any work re-performed pursuant to this paragraph shall be completed within the time limitations originally set forth for the specific task involved. Contractor shall work any overtime required to meet the deadline for the task at no additional cost to the City;

2.5.2. The City shall provide a new schedule for the re-performance of any task pursuant to this paragraph in the event that re-performance of a task within the original time limitations is not feasible; and

2.5.3. The City shall have the option to direct Contractor not to re-perform any task which was not performed to the reasonable satisfaction of the City Manager pursuant to application of subsections 1 and 2 above. In the event the City directs Contractor not to re-perform a task, the City shall negotiate a reasonable settlement for satisfactory work performed. No previous payment shall be considered a waiver of the City’s right to reimbursement.

Nothing contained in this section is intended to limit any of the rights or remedies which the City may have under law.
2023-10 Aquatic Center Improvements Phase 1A
D-4

2.6 Care of Work. Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence.

2.7 Further Responsibilities of Parties. Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other. Contractor shall require all subcontractors to comply with the provisions of this Agreement.

2.8 Trenches or Excavations. Pursuant to California Public Contract Code Section 7104, in the event the work included in this Agreement requires excavations more than four (4) feet in depth, the following shall apply:
a. Contractor shall promptly, and before the following conditions are disturbed, notify City, in writing, of any: (1) material that Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; (2) Subsurface or latent physical conditions at the site different from those indicated; or (3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the contract.
b. City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ, or do involve hazardous waste, and cause a decrease or increase in Contractor’s cost of, or the time required for, performance of any part of the work shall issue a change order per Section 3.4 of this Agreement. c. That, in the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’s cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date provided for by the contract, but shall proceed with all work to be performed under the contract. Contractor shall retain any and all rights provided either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.

2.9 Utility Relocation. City is responsible for removal, relocation, or protection of existing main or trunk line utilities to the extent such utilities were not identified in the invitation for bids or specifications. City shall reimburse contractor for any costs incurred in locating, repairing 2023-10 Aquatic Center Improvements Phase 1A
D-5
damage not caused by contractor and removing or relocating such unidentified utility facilities, including equipment idled during such work. Contractor shall not be assessed liquidated damages for delay arising from the removal or relocation of such unidentified utility facilities.

ARTICLE 3 – CONTRACT PRICE AND PAYMENT

3.1 Contract Price. City shall pay Contractor the Contract Price of Three Million Nine Hundred Seventy-Three Thousand Six Hundred Thirty-Nine and Forty-Five Cents. ($3,973,639.45) which includes all California sales or use tax and County and City taxes, in consideration for the Contractor’s full, complete and timely performance of all of the Work required by the Contract Documents. The Contract Price includes any Alternative/Additive Bid Items which were awarded with the Contract.

Contractors agree to allocate the use tax derived from contracts or subcontracts of $5 million or more directly to the job site location by obtaining a sub-permit of the Contractor’s seller’s permit for the jobsite and allocating the local tax to the jobsite address on the appropriate schedule of the applicable sales tax returns. Contractor shall provide City with proof of such filing prior to City’s issuance of the Notice to Proceed.

3.2 Substitution of Securities. In accordance with Section 22300 of the California Public Contract Code, Contractor may substitute securities for any monies withheld by the City to ensure performance of the Contract. Such substitution shall be made at the request and expense of Contractor. Securities equivalent to the amount withheld may be deposited with the City or with a state or federally chartered bank as escrow agent. Securities eligible for substitution shall include those listed in Section 16430 of the Government Code, bank or saving and loan certificates of deposit, interest bearing demand deposit accounts, standby letters of credit, or any other security mutually agreed to by Contractor and City.

3.3 Changes to the Contract Price. Contractor shall not be compensated for any extra materials used or time expended over and above the Contract Price, unless prior written approval for the same has been granted by the City.

3.4 Additional Services. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum as set forth in Section 3.1, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor. Any increase in compensation of twenty-five percent (25%) or less of the Contract Sum, or in the time to perform of one hundred eighty (180) days or less may be approved by the Contract Officer. Any increases, taken either separately or cumulatively, that result in the Contract Sum exceeding $50,000 must be approved by the City Council. It is expressly understood by Contractor that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of 2023-10 Aquatic Center Improvements Phase 1A
D-6
Services may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefore.

3.5 Payment Procedures.

3.5.1 Progress Payments. All progress payments shall be made in accordance with Public Contract Code § 20104.50, as follows:
a. The City shall make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request. If the City fails to make any progress payment within 30 days after receipt of an undisputed and properly submitted payment request from a contractor on a construction contract the City shall pay interest to the Contractor equivalent to the legal rate set forth in subdivision (a) of § 685.010 of the Code of Civil Procedure. b. Upon receipt of a payment request, the City shall act in accordance with both of the following:
(1) Each payment request shall be reviewed by the City as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request.
(2) Any payment request determined not to be a proper payment request suitable for payment shall be returned to the Contractor as soon as practicable, but not later than seven (7) days, after receipt. A request returned pursuant to this section shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper. c. The number of days available to the City to make a payment without incurring interest pursuant to §20104.50 of the Public Contract Code shall be reduced by the number of days by which the City exceeds the seven-day return requirement set forth in paragraph (2) of subdivision (b) above.
d. A “progress payment” includes all payments due contractors, except that portion of the final payment designated by the contract as retention earnings. e. A payment request shall be considered properly executed if funds are available for payment of the payment request, and payment is not delayed due to an audit inquiry by the financial officer of the local agency.

3.5.2 Retention. Within sixty (60) calendar days after City accepts final completion of the Work, City shall pay Contractor the amounts City deducted and retained from Contractor’s progress payments, except such sums which are required by applicable law or authorized by the Contract to be further retained. In the event of a dispute between City and Contractor concerning the amount of final payment due, the City may withhold from final payment, including Liquidated Damages provided forth in the Contract Documents, together with an amount not to exceed 150% of the disputed amounts.
2023-10 Aquatic Center Improvements Phase 1A
D-7
ARTICLE 4 – TIME FOR PERFORMANCE

4.1 Date of Commencement/Notice to Proceed. The date of commencement of the Work shall be established in a written Notice to Proceed issued by the City. The City will not issue a Notice to Proceed to the Contractor until this Agreement, bonds and insurance documents have been executed by all parties and approved by the City.

4.2 Contract Time. Contractor shall perform the Work in a diligent manner and shall complete all of the Work of the Contract, excluding any Plant Establishment, if applicable, within Ninety (90) calendar days after the date specified to Contractor in the Notice to Proceed issued by then City.

ARTICLE 5 – LIQUIDATED DAMAGES AND INCENTIVE BONUS

5.1 Amounts of Liquidated Damages. Failure of Contractor to complete the Work within the time allowed will result in damages being sustained by City. Such damages are, and will continue to be, impracticable and extremely difficult to determine. For each consecutive calendar day in excess of the time specified for the completion of Work, as adjusted in accordance with the Standard Specifications, Contractor shall pay to City, or have withheld from monies due Contractor, the sum of Three Thousand Five Hundred Dollars ($3,500). Execution of this Agreement shall constitute agreement by City and Contractor that said sum is the minimum value of the costs and actual damage caused by the failure of Contractor to complete the Work within the allotted time. Such sum is liquidated damages and shall not be construed as a penalty, and may be deducted from payments due Contractor if such delay occurs.

5.2 Incentive Bonus for Early Completion. For each consecutive calendar day the Contractor completes the project prior to the time specified for the completion of Work, as adjusted in accordance with the Standard Specifications, City shall pay to the Contractor the sum of Three Thousand Five Hundred Dollars ($3,500).

ARTICLE 6 – CLAIMS AND DISPUTES

6.1 Claims Procedures. Contractor shall comply with the claims procedure set forth in Public Contract Code Section 9204, a summary of which is attached to this agreement as Exhibit “C.”

6.2 Government Code Claims Procedures. Contractor further acknowledges that notwithstanding Contractor’s compliance with the claims procedures set forth herein, Contractor must also comply with the claims procedures set forth in Government Code sections 900 et seq. prior to filing a lawsuit against the City for any such claim. Failure to submit a Government Code claim or comply with the claims provision contained herein shall bar Contractor from bringing and maintaining a valid lawsuit against the City.

6.3 Cooperation and Notification. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require. The City shall provide 2023-10 Aquatic Center Improvements Phase 1A
D-8
notification to Contractor within ten (10) business days upon receipt of any third party claim relating to this Agreement.

ARTICLE 7 – LOCAL BUSINESS LICENSE, TAXES AND FEES

7.1 Business Tax Certificate and Governmental Approvals. As a condition of the Contract, Contractor and all subcontractors shall, during the term of this Agreement, secure and annually renew business tax certificates pursuant to Chapter 35.070, et seq. of the Santa Fe Springs Municipal Code to operate in the City, and shall also secure and maintain at all times during performance of the Work, any other licenses, fees, permits or similar Governmental Approvals required by Applicable law.

7.2 Offsets. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which is owed, or which becomes owed, by Contractor to City, City reserves the right to withhold and offset said amounts from any payments, refunds or reimbursements owed by City to Contractor under the Contract. Notice of such withholding and offset shall promptly be given to Contractor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.

ARTICLE 8 – BONDS

8.1 Performance and Payment Bonds. Prior to City’s execution of this Agreement, Contractor shall furnish to the City two (2) duly executed surety bonds using the forms included within the Bidding Requirements, one (1) as security for the faithful performance of the Contract and one (1) as security for the payment of all persons performing labor and furnishing materials in connection with the Contract. Both bonds shall be in the amount of one hundred percent (100%) of the Contract Price and shall be subscribed by an Admitted Surety Insurer which is authorized to transact surety insurance business in the State of California with a policy holder’s rating of Aor higher and a Financial Class of VII or larger. Should any bond or surety become insufficient, Contractor shall furnish City a new bond within ten (10) days after receiving notice from City. No payments will be due or paid under the Contract until any and all bond deficiencies have been remedied. Contractor, by execution of this Agreement acknowledges that the bonds are not Contract Documents, but are separate obligations.

ARTICLE 9 – WORKERS’ COMPENSATION INSURANCE

9.1 Workers’ Compensation Insurance Certificate. By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers’ compensation or to undertake self-insurance before commencing any of the Work. Contractor shall comply with Labor Code Section 1861 by signing and filing the workers’ compensation certification attached hereto as Exhibit “A” and incorporated herein by reference. 2023-10 Aquatic Center Improvements Phase 1A
D-9

9.2 Evidence of Coverage. Prior to the City’s execution of this agreement, Contractor shall file with the City either 1) a certificate of insurance or self-insurance evidencing that such insurance is in effect, or that Contractor is self-insured for such coverage; or 2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any Certificate filed with the City shall provide that City shall be given ten (10) days prior written notice before modification or cancellation thereof.

9.3 Carrier Rating. Contractor’s workers’ compensation insurance carrier shall be authorized to transact insurance business in the State of California with a policy holder’s rating of A- or higher and a Financial Class of VII or larger.

9.4 Subcontractor Worker’s Compensation Insurance. Contractor shall require each of its Subcontractors to obtain and maintain for the duration of this Agreement, complete workers’ compensation insurance, meeting or exceeding the coverage’s and amounts that California law requires.

ARTICLE 10 – CONTRACTOR’S LIABILITY INSURANCE

10.1 Minimum Scope. Prior to City’s execution of this Agreement and Contractor’s commencement of Work, Contractor shall secure, submit proof of and shall thereafter maintain without interruption, until completion of and acceptance by the City of the Work, such commercial general and automobile liability insurance as shall protect Contractor, its Subcontractors and the Additional Insured’s from any and all claims for damages for personal injury, including accidental death, as well as any and all claims for property damage which may arise from or which may concern operations under the Contract, whether such operations be by or on behalf of Contractor, any subcontractor or anyone directly or indirectly employed by, connected with or acting for or on behalf of any of them.

10.2 Carrier Ratings. All liability insurance shall be issued by an insurance company or companies authorized to transact liability insurance business in the State of California with a policy holder’s rating of A- or higher and a Financial Class of VII or larger.

10.3 Minimum Limits. Contractor shall maintain minimum limits of insurance as follows:

10.3.1 Commercial General Liability: Contractor’s commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor’s liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence, an aggregate limit for products/completed operations in the amount not less than $2,000,000.

10.3.2 Automobile Liability Insurance: Contractor’s automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Contractor’s automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor’s performance of this Agreement, which vehicles shall include, but are not limited 2023-10 Aquatic Center Improvements Phase 1A
D-10
to, Contractor owned vehicles, Contractor leased vehicles, Contractor’s employee vehicles, nonContractor-owned vehicles and hired vehicles.

10.3.3 Builder’s Risk Insurance. Unless otherwise set forth in the special provisions, during the term of this contract, Contractor shall maintain in force, at its own expense, Builder’s Risk insurance on all risks of direct physical loss basis, excluding damage caused by an act of God, pursuant to California Public Contract Code § 7105, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions. The policy shall include as loss payee, the City of Santa Fe Springs, the Contractor, and its sub-contractors as their interest may appear. The City shall not be responsible for the theft of any materials, equipment in the possession and control of Contractor.

10.3.4 Umbrella or excess liability insurance. Contractor shall obtain and maintain an umbrella or excess liability insurance policy that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall provide that the policy will respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason; have the same effective dates as the primary policies; pay on behalf of the insureds and not reimbursement; the policies shall “follow form” to the underlying primary policies; and the insureds, including the additional insureds shall be the same as the primary policies.

10.4 Notice of Cancellation and Renewals. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail (this obligation may be satisfied in the alternative by requiring such notice to be provided by Contractor’s insurance broker and set forth on its Certificate of Insurance provided to City). Contractor agrees that upon receipt of any notice of cancellation or alteration of the policies, Contractor shall procure within five (5) days, other policies of insurance similar in all respects to the policy or policies to be cancelled or altered. Contractor shall furnish to the City copies of any endorsements that are subsequently issued amending coverage or limits within fourteen (14) days of the amendment.

10.5 All Coverage’s. The insurance policy or policies shall also comply with the following provisions:
a. Policies shall include premises/operations, products completed operations, independent contractors, owners and contractors’ protection, explosion, collapse, underground hazard, broad form contractual, personal injury with employment exclusion deleted, and broad form property damage.
b. The policy shall be endorsed to waive any right of subrogation against the City and its subcontractors, employees, officers, agents and directors for work performed under this Agreement.
c. If policies are written on a claims made basis, the certificate should so specify and the policy must continue in force for ten (10) years after completion of the Project.

The retroactive date of the coverage must also be listed. 2023-10 Aquatic Center Improvements Phase 1A
D-11
d. The policy shall specify that the insurance provided by Contractor will be considered primary and not contributory to any other insurance available to the City of Santa Fe Springs. Contractor shall provide Form No. CG 20010413 to City. e. All policies of insurance shall name the City as an Additional Insured and shall contain the following language: “Solely with respect to work done by and on behalf of the name insured for the City of Santa Fe Springs, it is agreed that the City of Santa Fe Springs, and its officers, officials, employees and agents are added as additional insureds under this policy.”
f. Coverage provided by Contractor shall be primary and any insurance or selfinsurance procured or maintained by the City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.

10.6 Certificates of Insurance, Additional Insured Endorsements and Deductibles. Prior to execution of the Agreement, and thereafter upon City’s request, Contractor shall furnish City with original certificates of insurance and additional insured endorsements setting forth evidence of all insurance coverage required by this Article. Each certificate and endorsement is to be signed by a person authorized by that insurer to bind coverage on its behalf.

10.7 Contractor’s Failure to Provide Required Insurance. Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Contractor shall immediately notify City and cease all performance under this Contract until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its discretion and sole option:
(a) procure insurance with collection rights for premiums, attorneys’ fees and costs against Contractor by way of set-off or recoupment from sums due Contractor; (b) immediately terminate or suspend Contractor’s performance of the Contract; (c) pay Contractor’s premiums for renewal of Contractor’s coverage; or (d) self-insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorneys’ fees and costs, being collectible from Contractor, by way of set-off or recoupment from any sums due Contractor. Upon demand, Contractor shall repay City for all sums that City paid to obtain, renew, reinstate or replace the insurance, or City may offset the cost against any monies that the City may owe Contractor.

10.8 Verification of Coverage. City shall have the right to obtain complete and certified copies of Contractor’s and Subcontractors’ insurance policies (including, but not limited to, the declarations page, form list and riders), endorsements or certificates required under the Contractor Documents, upon request (including, but not limited to, the declarations page, form list and riders).

10.9 Reassessment of Insurance Requirements. At any time during the duration of this Contract, the City may require that Contractor obtain, pay for, and maintain more or less insurance depending on the City’s assessment of any one or more of the following factors: (1) the City’s risk of liability or exposure arising out of, or in any way connected with, Contractor’s services 2023-10 Aquatic Center Improvements Phase 1A
D-12
under this Contract; (2) the nature or number of accidents, claims, or lawsuits arising out of, or in any way connected with, Contractor’s services under this Contract; or (3) the availability, or affordability, or both, of increased liability insurance coverage.

10.10 Contractor’s Insurance for Other Losses. The Contractor and its Subcontractors of every tier shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor’s (or Subcontractors’) employee owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor’s agents, suppliers or Subcontractors as well as to any temporary structures, scaffolding and protective fences.

10.11 No Limitation. Contractor’s maintenance of insurance as required by the Contract Documents shall not be construed to limit the liability of the Contractor or its Subcontractors of any tier to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity.

10.12 Subcontractors’ Insurance. The Contractor shall include in all subcontracts a requirement that the Subcontractors of every tier shall obtain and maintain, at a minimum, all insurance required by Articles 9 and 19 of this Agreement except that the limits of liability and deductibles shall be in amounts determined by the Contractor, based on the degree of hazardous exposure according to the Work performed by each Subcontractor and the size of each subcontract.

Contractor shall ensure that any professional engineer retained on its behalf to provide supplemental plans and engineering calculations required in conjunction with the Work, maintains professional liability insurance during the entire term of this Agreement. Such insurance shall be in the minimum amount of $1,000,000 to protect City from claims resulting from the engineer(s) activities. This minimum amount of coverage shall not constitute any limitation or cap on Contractor’s indemnification obligations set forth herein.

The City reserves the right to request certificates of insurance from the Contractor for each Subcontractor. The Contractor acknowledges that regardless of insurance obtained by its Subcontractors, the Contractor will be responsible to the City for any and all acts of its Subcontractors.

ARTICLE 11 - INDEMNITY/DUTY TO DEFEND

11.1 Indemnity. Except as to the sole negligence, active negligence or willful misconduct of the City, Contractor assumes liability for and agrees, at Contractor’s sole cost and expense, to promptly and fully indemnify and hold the City, its City Council, and all of its respective officials, officers, directors, employees, managers, commission members, representatives, agents, council members, (“Indemnitees”), harmless from and against any and all loss, damage, claims, allegations, actions, suits, arbitrations, administrative proceedings, regulatory proceedings, or other legal proceedings, causes of action, demands, costs, judgments, liens, stop notices, penalties, damages, losses, anticipated losses of revenue, expenses (including, but not limited to, any fees of accountants, attorneys, experts or other professionals, or investigation expenses), costs, including attorneys’ fees, or losses of any kind or nature whatsoever, whether actual, threatened or alleged, arising out of, resulting from or is in any way (either directly or indirectly) related to, or is in any manner connected with, the performance of Work, the Project, activities, operations or duties of 2023-10 Aquatic Center Improvements Phase 1A
D-13
Contractor, or anyone employed by or working under Contractor, and from all claims by anyone employed by or working under Contractor for services rendered to Contractor in the performance of this Agreement (“Indemnity Claims”), notwithstanding that the City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Contractor or of anyone employed by or working under Contractor.

The parties expressly agree that any payment, attorneys’ fees, costs or expense that the City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement.

11.2 Duty to Defend. Contractor agrees, at its sole cost and expense, to promptly defend the Indemnitees from all Indemnity Claims. The duty of the Contractor to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees, which duty arises immediately upon receipt by Contractor of the tender of any Indemnity Claim from an Indemnitee. The Contractor’s obligation to defend the Indemnitees shall be at Contractor’s sole expense, and not be excused because of Contractor’s inability to evaluate liability or because the Contractor evaluates liability and determines that the Contractor is not liable. This duty to defend shall apply whether or not an Indemnity Claim has merit or is meritless, or which involves claims or allegations that any or all of the Indemnitees were actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any Indemnity Claim. Contractor agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to the City.

11.3 Subcontractor Requirements. In addition to the requirements set forth hereinabove, Contractor shall ensure, by written subcontract agreement, that each of Contractor’s Subcontractors of every tier shall protect, defend, indemnify and hold harmless the Indemnitees with respect to Indemnity Claims arising out of, in connection with, or in any way related to each such Subcontractors’ Work on the Project in the same manner in which Contractor is required to protect, defend, indemnify and hold the Indemnitees harmless. In the event Contractor fails to obtain such defense and indemnity obligations from others as required herein, Contractor agrees to be fully responsible to the Indemnitees according to the terms of this Article.

11.4 No Limitation or Waiver of Rights. Contractor’s obligations under this Article are in addition to any other rights or remedies which the Indemnitees may have under the law or under the Contract Documents. Contractor’s indemnification and defense obligations set forth in this Article are separate and independent from the insurance provisions set forth in the Agreement and do not limit, in any way, the applicability, scope, or obligations set forth in such insurance provisions. The purchase of insurance by the Contractor with respect to the obligations required herein shall in no event be construed as fulfillment or discharge of such obligations. City approval of the Insurance contracts required by this Agreement does not in any way relieve the Contractor from liability under this section. In any and all claims against the Indemnitees by any employee of the Contractor, any Subcontractor, any supplier of the Contractor or Subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be 2023-10 Aquatic Center Improvements Phase 1A
D-14
liable, the obligations under this Article shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or any Subcontractor or any supplier of either of them, under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. Failure of the City to monitor compliance with these requirements imposes no additional obligations on the City and will in no way act as a waiver of any rights hereunder.

11.5 Withholding to Secure Obligations. In the event an Indemnity Claim arises prior to final payment to Contractor, the City may, in its sole discretion, reserve, retain or apply any monies due Contractor for the purpose of resolving such Indemnity Claims; provided, however, the City may release such funds if the Contractor provides the City with reasonable assurances of protection of the Indemnitees’ interests. The City shall, in its sole discretion, determine whether such assurances are reasonable.

11.6 Limitations. Notwithstanding the above provisions of section 11.1 and 11.2, Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City.

11.7 Survival of Indemnity Obligations. Contractor’s obligations under this Article are binding on Contractor’s and its Subcontractors’ successors, heirs and assigns and shall survive the completion of the Work or termination of the Contractor’s performance of the Work.

ARTICLE 12 – PREVAILING WAGES

12.1 Public Work Project. This Project is a public work as defined in California Labor Code Section 1720. By executing this Agreement, Contractor certifies that neither it, nor any of its subcontractors are ineligible under Labor Code Section 1777.1 or Section 1777.7 from bidding on, entering into a contract for, or performing the Work. Contractor and all Subcontractors of any tier are required to pay all workers employed in the execution of the Work not less than the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations (“DIR”) under Section 1720 et seq. of the California Labor Code. The Director’s determination of prevailing rates are on file with the City and are available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and are referred to and made a part hereof; the wage rates therein ascertained, determined and specified are referred to and made a part hereof as though fully set forth herein.

12.2 California Labor Code. Contractor is aware of and stipulates that Contractor will also comply with the following sections of the California Labor Code:
a. Section, 1771, Contractor and any subcontractors shall pay not less than the general prevailing rate per diem wages.
b. Section 1775, Contractor and any subcontractor will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying each worker the difference between the applicable wage rate and the amount actually paid. 2023-10 Aquatic Center Improvements Phase 1A
D-15
c. Contractor and its subcontractors must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and all implementing regulations promulgated by the DIR. For each payroll record, Contractor and its subcontractors must certify under penalty of perjury that the information in the record is true and correct, and that it has complied with the requirements of Labor Code sections 1771, 1811, and 1815. Contractor must electronically submit certified payroll records to the Labor Commissioner as required under California law and regulations.
d. Section 1777.5 prescribes the terms and conditions for employing registered apprentices.
e. Section 1810, eight hours of labor constitutes a legal day’s work. f. Section 1813, Contractor will forfeit to the City as a penalty the sum of $25 for each day during which a worker employed by Contractor or any subcontractor is required or permitted to work more than eight hours during any one calendar day, or more than 40 hours per calendar week, unless such workers are paid overtime wages under Labor Code section 1815.
g. Sections 1725.5 and 1771.1 requires all general contractors and subcontractors to be registered with DIR.
h. Contractor must also post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4.

ARTICLE 13 – MISCELLANEOUS

13.1 Non-Discrimination. Except as provided in Section 12940 of the California Government Code, during Contractor’s performance of the Agreement, Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, gender, gender identity, genetic information, gender expression, sex or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment. Contractor shall also comply with the requirements of the Americans with Disabilities Act in the performance of the Agreement.

13.2 Notice. Whenever any provision of the Contract Documents requires the giving of written notice, including notices, bills, invoices or other documents required or permitted under this Agreement, service shall be sufficient if sent by one party to the other by overnight courier, or by registered, certified or United States first class mail, postage prepaid and addressed as follows:

City Contractor
City of Santa Fe Springs California Commercial Pools, Inc.

Attn: James Enriquez, P.E., Brett Smith, Vice President Public Works Director 2255 E. Auto Centre Drive
11710 Telegraph Road Glendora, CA 91740
Santa Fe Springs, CA 90670
2023-10 Aquatic Center Improvements Phase 1A
D-16

13.3 Conflict of Interest. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor's services under this agreement, including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government Code Section 1090. During the term of this Agreement, Contractor and its officers, employees, associates and subcontractor shall not, without the prior written approval of the City Representative, perform work for another person or entity for whom Contractor is not currently performing work that would require Contractor or one of its officers, employees, associates or subcontractors to abstain from a decision under this Agreement pursuant to a conflict of interest statute.

13.4 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

13.5 Rights and Remedies. Rights and Remedies are cumulative except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party.

13.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

13.7 Disputes. In the event either party fails to perform its obligations hereunder, the nondefaulting party shall provide the defaulting party written notice of such default. The defaulting party shall have ten (10) days to cure the default; provided that, if the default is not reasonably susceptible to being cured within said ten (10) day period, the defaulting party shall have a reasonable time to cure the default, not to exceed a maximum of thirty (30) days, so long as the defaulting party commences to cure such default within ten (10) days of service of such notice and diligently prosecutes the cure to completion; provided further that if the default is an immediate danger to the health, safety and general welfare, the defaulting party shall take such immediate action as may be necessary. Notwithstanding the foregoing, the nondefaulting party may, in its sole and absolute discretion, grant a longer cure period. Should the defaulting party fail to cure the default within the time period provided in this Section, the nondefaulting party shall have the right, in addition to any other rights the nondefaulting party may have at law or in equity, to terminate this Agreement. Compliance with the provisions of this Section 13.7 shall be a condition precedent to bringing any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. 2023-10 Aquatic Center Improvements Phase 1A
D-17

13.8 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, Contractor shall vacate any City owned property which Contractor is permitted to occupy hereunder and City may, after compliance with the provisions of Section 13.7, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated.

13.9 Force Majeure. The time period(s) specified in the Scope of Services for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the City in writing of the causes for the delay. The City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. The City’s determination shall be final and conclusive upon the parties to this Agreement.

13.10 City’s Right to Access and Audit Contractor’s Project Documents. a. If the Contractor submits a claim to the City for additional compensation, the City shall have the right, as a condition to considering the claim, and as a basis for evaluation of the claim, and until the claim has been settled, to audit the Contractor's books to the extent they are relevant. This right shall include the right to examine books, records, documents, and other evidence and accounting procedures and practices, sufficient to discover and verify all direct and indirect costs of whatever nature claimed to have been incurred or anticipated to be incurred and for which the claim has been submitted. The right to audit shall include the right to inspect the Contractor's plant, or such parts thereof, as may be or have been engaged in the performance of the Work. The Contractor further agrees that the right to audit encompasses all subcontracts and is binding upon Subcontractors. The rights to examine and inspect herein provided for shall be exercisable through such representatives as the City deems desirable during the Contractor's normal business hours at the office of the Contractor. The Contractor shall make available to the City for auditing, all relevant accounting records and documents, and other financial data, and upon request, shall submit true copies of requested records to the City. b. The City and/or its authorized auditors or representatives, (including the California State Auditor if so requested by the City pursuant to Government Code § 8546.7) shall have access to and the right to examine, audit, excerpt, transcribe, and reproduce any of the Contractor’s records for a period of at least three (3) years after termination of the Agreement and/or Final Payment. Such records include without limitation, journals, ledgers, records of accounts payable and receivable, profit and loss statements, bank statements, invoices, receipts, subcontracts, agreements, notes, correspondence, memoranda, and any documents generated and received in Contractor’s performance of this Contract. Upon written notice by the City, Contractor shall 2023-10 Aquatic Center Improvements Phase 1A
D-18
promptly make all such records available to City and/or its authorized auditors or representatives and cooperate with the City and its authorized auditors or representatives in examining, auditing, excerpting, transcribing and reproducing the records.

13.11 Unfair Business Practices Claims. In entering into a public works contract or a subcontract to supply goods, services or materials pursuant to a public works contract, the contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.

Sec. 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body renders final payment to the contractor without further acknowledgment by the parties. (Sec. 7103.5, California Public Contract Code).

13.12 Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court in Los Angeles County, State of California.

13.13 Prohibition Against Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twentyfive percent (25%) of the present ownership and/or control of Contractor, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

13.14 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its subcontractors, agents or employees, performs the services required herein, except as otherwise set forth herein. The City shall have no voice in the selection, discharge, supervision or control of Contractor's employees, subcontractors, servants, representatives or agents, or in fixing their number, compensation or hours of service.

Contractor shall perform all services required herein as an independent contractor of the City and shall remain at all times as to the City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its subcontractors, agents or employees are agents or employees of the City. The City shall not in any way or for any purpose become or be deemed to be a partner of Contractor in its business or otherwise or a joint venture or a member of any joint enterprise with Contractor.

13.15 No Estoppel or Waiver by City. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically provided in this Agreement or as may be otherwise agreed in writing. The waiver by the City of any breach or violation of any term, covenant or condition of this Agreement or of any 2023-10 Aquatic Center Improvements Phase 1A
D-19
provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. The subsequent payment of any monies or fee by the City which may become due hereunder shall not be deemed to be a waiver of any preceding breach or violation by Contractor or any term, covenant, condition of this Agreement or of any applicable law or ordinance.

13.16 Signature Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof and thereof.

13.17 Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, in this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, in this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement and the remainder of the Agreement shall continue in full force and effect.
[Signatures on following page.]

2023-10 Aquatic Center Improvements Phase 1A
D-20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

CITY OF SANTA FE SPRINGS
By: ______________________________
René Bobadilla, City Manager
Attest: __________________________
Fernando Muńoz, Deputy City Clerk
APPROVED AS TO FORM:

By: _______________________________
Ivy M. Tsai, City Attorney
CALIFORNIA COMMERCIAL POOLS, INC.

By: ________________________________
Signature
_________________________________
[Printed Name and Title]
By: ________________________________
Signature
_________________________________
[Printed Name and Title]
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: James Enriquez, P.E., Director of Public Works
SUBJECT: REGIONAL AQUATIC CENTER RENOVATION PROJECT – ADOPTION OF RESOLUTION NO. 9895
DATE: February 6, 2024
RECOMMENDATION:

It is recommended that the City Council:
1) Adopt Resolution No. 9895 approving an application for specified grant funds from the State of California Budget Act of 2023 [19.561(b)(46)] for the Regional Aquatic Center Renovation Project; and
2) Take such additional, related action that may be desirable.

FISCAL IMPACT
The Capital Improvement Program Budget for Fiscal Year 2023-24 includes $6.6 million for the project. Additionally, State Senator Bob Archuleta assisted the city in obtaining a $6.4 million State grant for the project, making $13 million in total funds available for the project.

The project is divided into two phases, Phases 1A and 1B. The total project cost for Phase 1A is estimated at $6.2 million, $5 million in construction cost and $1.2 million in soft costs. Phase 1A has adequate funding in local city funds.

The Specified State Grant Fund in the amount of $6.4 million is programmed for the Phase 1B project that is currently in the initial stages of design and scheduled for construction after the summer 2024 swim season.

CITY COUNCIL AGENDA REPORT – MEETING OF FEBRUARY 6, 2024 Regional Aquatic Center Renovation Project – Adoption of Resolution No. 9895

BACKGROUND
This specified grant originated from State Senator Bob Archuleta as a line item in the State of California Budget for Fiscal Year 2023-24. The State Department of Parks and Recreation and the Office of Grants and Local Services (OGALS) will oversee the grant program and the administration of funds for the renovation of the Regional Aquatic Center. The grant performance period is July 1, 2023 – June 30, 2027, and requires a resolution, and an approved application packet before the approval of grant payments.

ANALYSIS
The Phase 1A scope of work consists of remediation/replacement of the cracked pool deck, repair and replacement of the pool plaster, upgrade pool lifts and pool main drain gates, replacing existing pool deck equipment, verification of code compliance for pool safety/maintenance equipment, upgrading underwater pool lights, remediation of the deteriorated pool equipment room surge tank slab, surge tank waterproofing, and replacing the pool mechanical equipment. Phase 1A construction would be completed in early summer of 2024.

Phase 1B consists of new amenities and is currently in the early stages of design.

Planned amenities include a splash pad, new family restroom, Jacuzzi/spa area, new concession stand/cabana shaded areas, pool house refresh, renovation, and new deck shaded areas. Phase 1B is currently in the schematic design phase and the finalized estimated cost and schedule is to be determined. Current estimates show the cost to be within the range of $8 to $10 million. Phase 1B construction would start in the winter of 2024 and could take over 10 months to complete.

A portion of the funding from the allocated $6.6 million CIP FY 2023-24 budget, will be used for the repair portions of Phase 1A, while being supplemented by a portion of the $6.4 million Specified Grant, to be used towards the new amenities (Phase 1B).

The Public Works Department received construction bids for the Phase 1A project on January 29, 2024. The apparent low bid is in the amount of $3.97 million.

ENVIRONMENTAL
N/A

DISCUSSION
None

CITY COUNCIL AGENDA REPORT – MEETING OF FEBRUARY 6, 2024 Regional Aquatic Center Renovation Project – Adoption of Resolution No. 9895

SUMMARY/NEXT STEPS
Upon approval by the City Council of the recommended actions, City staff will send the approved resolution to OGALS before December 31, 2024, to proceed with the next steps in the grant process.

ATTACHMENTS:

A. Attachment A – Resolution No. 9895
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

APPROVED:

ITEM NO.:

RESOLUTION NO. 9895

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

APPROVING AN APPLICATION FOR SPECIFIED GRANT FUNDS FROM THE BUDGET ACT OF 2023, 19.561(B)(46) FOR THE REGIONAL AQUATIC CENTER RENOVATION PROJECT.

WHEREAS, the State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of a grant to the City of Santa Fe Springs, setting up necessary procedures governing application(s); and
WHEREAS, said procedures established by the State Department of Parks and Recreation require the applicant’s Governing Body to certify by resolution the approval of project applications before submission of said applications to the State; and WHEREAS, the applicant will enter into a contract with the State of California to complete projects;
NOW, THEREFORE, BE IT RESOLVED that the CITY OF SANTA FE SPRINGS hereby:

1. Approves the filing of project applications for specified grant project; and

2. Certifies that said applicant has or will have available, prior to commencement of project work utilizing specified grant funds, sufficient funds, including those provided by this grant, to complete the project; and

3. Certifies that the applicant has reviewed, understands, and agrees to the General Provisions contained in the contract shown in this Procedural Guide; and

4. Delegates the authority to René Bobadilla, P.E., City Manager, or designee to conduct all negotiations, sign and submit all documents, including, but not limited to applications, agreements, amendments, and payment requests, which may be necessary for the completion of the project scopes; and

5. Agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations and guidelines.

APPROVED and ADOPTED this 6th day of February 2024.

I, the undersigned, hereby certify that the foregoing Resolution Number 9895 was duly adopted by the City of Santa Fe Springs City Council following a roll call vote:

AYES:

NOES:

ABSENT:

ATTACHMENT A
APPROVED:

ITEM NO.:
2 ABSTAIN:
_____________________________
Jay Sarno, Mayor
ATTEST:
_________________________ ________________
Fernando Muñoz, Deputy City Clerk Date