Year Period Fee Contingency Total
Year 1 Fiscal Year 2024 - 25 $ 62,000 $ 12,400 $ 74,400 Year 2 Fiscal Year 2025 - 26 $ 63,240 $ 12,648 $ 75,888 Year 3 Fiscal Year 2026 - 27 $ 64,505 $ 12,901 $ 77,406 Year 4
Fiscal Year 2027 - 28
(Optional) $ 65,795 $ 13,159 $ 78,954
Year 5
Fiscal Year 2028 - 29
(Optional) $ 67,111 $ 13,422 $ 80,533
Annual audit expenditures will be primarily budgeted in the following accounts:
10101210 – 542050 (General Fund – Finance – Administration – Contract Services) 50104499 – 542050 (Water Fund – Water Utility Administration – Contract Services)
BACKGROUND
Most government agencies are required to hire external, independent auditors to audit their financial statements annually and conduct internal controls evaluations. The auditor is responsible for determining that financial statements do not include material misstatements and do not misrepresent their financial condition. In addition, auditors evaluate the City's internal controls and procedures to reduce the risk of collusion, theft, or fraud.
On July 23, 2020, the City Council approved establishing a five (5) year agreement with Clifton Larson Allen, LLP (CLA) to provide financial auditing services. The total cost of the agreement was $306,276. While CLA has consistently provided professional and satisfactory service, staff determined that conducting a competitive process would help ensure the City is receiving the highest level of service and the best pricing for these important services. In addition, Assembly Bill 1345, signed into law in 2012, requires rotation after five (5) years (Government Code 12410.6(b)).
DISCUSSION
On February 5, 2025, the Finance Department issued RFP 25-9 for Audit Services. This RFP was open for approximately 45 days; closing on March 20, 2025. According to the available data in the City’s PlanetBids Portal, 27 firms were initially notified and 20 registered as prospective bidders.
Before the closing date/time, the City received responses from the following firms listed in alphabetical order:
CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025
APPROVE PROFESSIONAL SERVICES AGREEMENT WITH VASQUEZ & COMPANY LLP
ITEM STATUS:
APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
Firm Location
Clifton Larson Allen, LLP Irvine, CA
Macias Gini & O'Connell, LLP Sacramento, CA
Moss Adams, LLP/Baker Tilly Seattle, WA
The Pun Group, LLP Santa Ana, CA
Vasquez & Company, LLP Glendale, CA
After receiving the responses, the Finance Department established an evaluation committee to review each reply and provide feedback. The committee consisted of the Director of Finance, Assistant Director of Finance, and Accounting Team.
After conducting an initial review of each firm’s proposals, interviews were conducted with the top (3) respondents on Wednesday, July 9th, and Thursday, July 10th.
It is recommended that City Council authorizes selecting Vasquez for the necessary services. Through their proposal response and interview, they demonstrated to be the most experienced as they have extensive relationships with multiple municipal agencies in the County of Los Angeles. They also clearly stated their audit process; had favorable feedback from references; and offered the most competitive pricing.
SUMMARY/NEXT STEPS
Accounting standards for financial audits recommend that public agencies change their auditor once every five (5) years. For this reason, an RFP was released for audit services.
After reviewing the responses to the RFP for audit services, it is recommended that City Council authorize awarding an agreement to Vasquez to provide the necessary services.
ATTACHMENT(S):
A. RFP 25 – 9 Financial Audit Services
B. PSA Vasquez & Company LLP
REQUEST FOR PROPOSALS
No. 25 - 9
Financial Audit Services
Issue Date: Thursday, February 6, 2025
Questions Due Date: Tuesday, March 4, 2025, at 2 PM Pacific Proposal Due Date: Thursday, March 20, 2025, at 2 PM Pacific City of Santa Fe Springs
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2 (THIS PAGE INTENTIONALLY LEFT BLANK)
City of Santa Fe Springs
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Financial Audit Services
3 TO PROSPECTIVE PROPOSERS
The City of Santa Fe Springs (“City”) invites proposal submissions under this Request for Proposals (“RFP”). The City will evaluate responses to this solicitation to determine qualifications. Submissions must adhere to the format and content described. Only proposals that adhere to the requirements will be evaluated. The information set forth is the minimum required to qualify for consideration. The successful Proposer will be required to enter into a Professional Services Agreement based on the specifications outlined in this RFP.
DATE OF SOLICITATION
Thursday, February 6, 2025
PROJECT
Financial Audit Services
PROPOSAL OWNER
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Lana Dich, Director of Finance
Contact Phone: (562) 868 - 0511
Contact E-Mail: [email protected]
PROPOSAL CONTACT
City of Santa Fe Springs – Department of Finance
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Micah Herd, Procurement Manager
Contact Phone: (562) 868 - 0511
Contact E-Mail: [email protected]
If you have any questions about this RFP, please submit them via the City's PlanetBids Portal by Tuesday, March 4, 2025, at 2 PM Pacific.
Proposals must be submitted by Thursday, March 20, 2025, at 2 PM Pacific.
Prospective proposers must register their business with PlanetBids before being able to submit questions and/or proposals. To access the City's PlanetBids Portal, please go to:
https://vendors.planetbids.com/portal/65093/bo/bo-detail/125917 City of Santa Fe Springs
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4 CONTENTS
I. Notice Inviting Proposals..........................................................................................................5 II. Introduction..................................................................................................................................6 III. About the City of Santa Fe Springs........................................................................................6 IV. General Financial Information .................................................................................................6 V. Finance Department Operations.............................................................................................7 VI. Fund Structure.............................................................................................................................7 VII. Financial System.........................................................................................................................7 VIII. Timeline .........................................................................................................................................7 IX. Scope of Work/Services............................................................................................................7 X. Deliverables................................................................................................................................10 XI. Proposal Submittal ...................................................................................................................10 XII. Proposal Content and Format ...............................................................................................10 XIII. Evaluation Criteria ....................................................................................................................12 XIV. Proposal Protests .....................................................................................................................13 XV. Execution of Agreement..........................................................................................................15 XVI. Insurance Requirements.........................................................................................................15 XVII. Business License Requirements..........................................................................................18 XVIII. Use of Federal Funds...............................................................................................................18 XIX. Non-Commitment of City ........................................................................................................18 XX. Labor Requirements.................................................................................................................19 XXI. Records .......................................................................................................................................19 XXII. Use of Subcontractors.............................................................................................................19 XXIII. Modifications/Changes............................................................................................................19 XXIV. Disclosure of Information .......................................................................................................19 XXV. Ex-Parte Communications......................................................................................................20 XXVI. General Rights of the City ......................................................................................................20 City of Santa Fe Springs
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5 I. Notice Inviting Proposals
The City seeks proposals from qualified consultants/firms to conduct a comprehensive zoning code update following the specifications, terms, and conditions identified in RFP No. 25 - 9. Prospective respondents are advised to carefully read information related to this opportunity before submitting a response.
To view the complete RFP package, please visit:
https://vendors.planetbids.com/portal/65093/bo/bo-detail/125917
Prospective consultants must register with PlanetBids before being able to view all documentation or submit a response.
Questions must be submitted by Tuesday, March 4, 2025, at 2 PM Pacific. *****QUESTIONS MUST BE SUBMITTED VIA PLANETBIDS*****
Proposals must be submitted via PlanetBids by Thursday, March 20, at 2 PM Pacific. Responses to this RFP will be evaluated to determine the most qualified Consultant. Responses must adhere to the format and content described in the RFP.
City of Santa Fe Springs
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6 II. Introduction
The City of Santa Fe Springs invites proposals from qualified firms of certified public accountants to audit its financial statements. These audits are to be performed following auditing standards consistent with those generally accepted in the United States, current standards set forth for financial audits in General Accounting Office's (GAO) Government Auditing Standards, the provisions of the Federal Single Audit Act and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local Governments and Non-Profit Organizations and Article XIIIB of the California Constitution – Appropriations Limit.
Through this solicitation, the City seeks to establish a three (3) year agreement for services starting with the fiscal year ending on June 30, 2025, with an option to extend for two (2) additional, one (1) year terms.
III. About the City of Santa Fe Springs
Santa Fe Springs is located in the southeast of the County of Los Angeles. Though incorporated in May 1957, the City's history dates back to 1871 when Dr. James E. Fulton came to the area and discovered a sulfur spring that was later developed into a health spa. Today, the City has approximately 18,800 residents and over 3,000 businesses.
The City provides a full range of municipal services, including police and fire, street maintenance, water utilities, recreational services, public library, and cultural events.
Additionally, the City is responsible for two (2) other legally separate entities, which include the Successor Agency to the Redevelopment Agency and the Housing Successor Agency to the Housing Authority.
The City has a vision statement that affirms, "The City of Santa Fe Springs is a great place to live, work, and play." Its mission statement is, "The City of Santa Fe Springs is committed to enhancing the quality of life of its residents and businesses by providing a safe environment, a thriving business community, quality family, youth, and senior services, and sound financial management of the community's resources." The guiding values are as follows:
• Personal integrity, honesty, and ethics
• Public service
• Compassion
• Responsibility, accessibility, and accountability
• Dedication
IV. General Financial Information
The City’s Fiscal Year starts July 1 and ends on June 30.
The City's total Fiscal Year 2024-25 operating budget is $121.1 million. This includes the General Fund operating budget of $100.7 million, which supports the City's primary operations, including public safety, public works, parks and recreation, community City of Santa Fe Springs
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7 services, and general administration. Also included is the Water Utility Fund of $19.3 million and the Special Revenue Fund of $1.2 million.
V. Finance Department Operations
The Finance Department encompasses the functions of general accounting, budget development and administration, treasury, debt administration, payroll, cashiering, accounts payable, accounts receivable, procurement, and business licensing. Staffing consists of twenty (20) full-time positions, including the Director of Finance, Assistant Director of Finance, Finance Manager, Budget and Revenue Manager, Procurement Manager, Accountants, and support staff.
• Number of Cash Disbursements per Month: 350 (approximate) • Number of Payroll Checks/Direct Deposits Per Month: 1,250 (approximate) VI. Fund Structure
The City uses the following fund types in its financial reporting:
# of Individual Funds # of Funds on the ACFR
General Fund 1 1
Special Revenue Fund 21 21 (16 Major; 5 Minor)
Enterprise Fund 1 1
Internal Service Fund 0 0
Trust Fund 1 1
VII. Financial System
The City's financial system is Munis by Tyler Technologies, which handles the general ledger, accounts payable, payroll, purchasing, budgeting, human resource management, fixed assets, project accounting, and cashiering.
VIII. Timeline
• Release RFP Thursday, February 6, 2025
• Online Q&A Deadline Tuesday, March 4, 2025, 2 PM Pacific • Deadline to Submit Responses Thursday, March 20, 2024, at 2 PM Pacific • City Review of Submissions Mid/Late March 2025
• Interviews TBD (If Necessary)
• Notifications Sent to Consultants Early April 2025
• Award Mid/Late April 2025
IX. Scope of Work/Services
Through this process, the City intends to obtain the services of a qualified independent certified public accounting firm to provide the services as detailed in the Scope of Work/Services section.
City of Santa Fe Springs
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8 A. Annual Comprehensive Financial Report (ACFR)
Due annually by December 31
Issue an independent opinion on the fair presentation of the City's financial statements following accounting principles generally accepted. City staff will prepare all financial statements, note disclosures, and require supplementary information. The audit firm shall provide technical assistance to prepare the City's Annual Comprehensive Financial Report (ACFR).
B. Single Audit Report
Due annually by March 31
Prepare the City’s Single Audit Report, to include the following:
• Report on internal control over financial reporting and compliance and other matters based on an audit of financial statements performed in accordance with Government Auditing Standards.
• Report on compliance with requirements applicable to each major program, internal control over compliance, and the schedule of expenditures of federal awards in accordance with OMB Circular A-133.
• Schedule of Expenditures of Federal Awards.
• Notes to Schedule of Expenditures of Federal Awards.
• Schedule of Findings and Questioned Costs.
• Any other required schedules or reports.
C. Data Collection Form
Prepare the Data Collection Form as required by OMB Circular A-133 D. Statement on Auditing Standards No. 114 Communications Issue all communications required in accordance with Statement on Auditing Standards No. 114 to those charged with governance (City Council) and management.
E. GANN Appropriation Limit
Due annually by March 31
Issue the "agreed-upon procedures" report on the City's Article XIIIB GANN Appropriations Limit calculations.
F. California State Controller’s Office Cities Financial Transactions (“SCO”) Report
Due annually by April 30
Prepare the annual State Controllers Report reflecting the financial transactions for Transit and non-Transit Funds and the Public Financing Authority.
G. GASB Pronouncements
The audit firm shall know and be prepared to advise the City staff on how best to implement both current and proposed GASB pronouncements.
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9 H. Transit Agency’s Annual National Transit Database (NTD) Report Due annually by December 31
Annual NTD report completed according to the standards established by the Federal Transportation Administration.
Additional Services
In addition to the services mentioned above, the City may request additional assistance related to the items identified in this request as needed. The City understands that these services may incur an extra cost. The other services that may be requested include, but are not limited to:
• Requesting an electronic copy of all draft and final reports and, if needed, a mutually agreed-upon number of printed copies shall be delivered to the City. • The selected firm is expected to keep the City informed of new state and federal developments affecting governmental finance and reporting standards and trends, including upcoming GASB pronouncements, and provide advice for extraordinary transactions. If there is a charge for this, the cost must be separately identified in the selected firm's cost proposal.
• The selected firm is expected to respond to questions or requests made by the City during the agreement term. The early termination clause may be exercised if the Consultant/Firm is deemed non-responsive to queries or general requests or fails to meet the deadlines.
• The City may request the selected firm to attend meetings (in person or virtually) and/or other events for coordination and preparation and/or present the final report to city staff, elected officials, external agencies, members of the general public, or others, as needed.
Auditing Standards
Audits shall be conducted under the following standards:
• Auditing standards are generally accepted in the United States as set promulgated by the American Institute of Certified Public Accountants (AICPA) or any successor body, and they include measures related to fraud detection. Such standards must include specific requirements found in the new AICPA audit guide, Audits of State and Local Governments.
• Government Auditing Standards, issued by the Comptroller General of the United States.
• The provisions of the Single Audit Act of 1996, as amended. • The audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for City of Santa Fe Springs
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10 Federal Awards (“Uniform Guidance”).
• Specific auditing standards relating to any grant agreement determined to be material by the auditors for purposes of the examination of the basic financial statements.
• Any other applicable standards for conducting examinations and/or reports to be issued in conjunction with those items outlined in Scope of Work/Services Section.
X. Deliverables
Deliverables will vary based on the report type and submission method. Typically, the City will require the following:
• Draft Report
• Final Report – A minimum of three (3) bound hard copies of each audit report and an electronic copy
XI. Proposal Submittal
Responses to this solicitation must be submitted electronically:
Please see Section XII – Proposal Format and Content for specific details regarding the information that needs to be included in your submission. Failure to provide all requested information may be considered “non-responsive” and rejected.
Responses to this RFP must be submitted electronically via the City’s PlanetBids Portal by the deadline. Any responses transmitted and/or time-stamped after the deadline will not be accepted. Consultants planning to submit responses to this request are highly encouraged to submit all documentation before the deadline to avoid technical difficulties/errors.
XII. Proposal Content and Format
Proposal Content
Consultants shall prepare a compelling, clear, and concise proposal. The City is requesting proposals which contain, at a minimum, the following information:
A. Letter of Interest - Please include a letter expressing your interest in being considered for the project. Include a statement regarding the Consultant's availability to dedicate time, personnel, and resources to this effort. The letter of interest must include a commitment to the availability of the Consultant and all key project staff during the planning period and a proposed schedule designed to meet the City's needs for the project.
B. Project Understanding and Approach - Please include a statement demonstrating your understanding of the proposed project. Describe your general approach to completing the project successfully, the methodologies and technologies you would employ, and the key milestones and processes City of Santa Fe Springs
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11 you would use. Describe what information you would expect the City to supply.
C. Relevant Experience - Please include information describing your experience providing similar services for public agencies. Provide a minimum of three (3) specific examples of relevant experience. At a minimum, the Consultant should provide a list of the most recent projects (i.e., completed within the last five (5) years is preferred, but samples outside of this timeframe will be accepted if relevant) for which the Consultant has performed similar services of similar size, scope, and complexity.
Using Attachment A – References, please provide details regarding each reference. This should include the name, contact person, address, phone number, and e-mail address of each party for whom the service was provided, as well as a description of the service performed, the dollar amount of the contract, and the date of performance. The City may contact the individual listed at its discretion. Resumes may also be included in this section for any key staff associated with the project.
D. Proposed Statement of Work - Please provide a proposed Statement of Work, based on the Scope of Work contained in this RFP; and discuss any ideas for modifying, clarifying, or improving the City’s proposed scope of work.
Provide a realistic working schedule with key deliverables, milestones, and tasks.
This section should also identify the number of staff that will be provided to address the City’s needs. In addition, the section may be used to propose any procedural or technical enhancements/innovations to the Scope of Work that are consistent with the objectives or required content of this RFP.
E. Conflict of Interest Statement – The Consultant shall disclose any financial, business, or other relationship with the City that may impact the selection process. If the Consultant has no such conflicts, a statement declaring such should be included in their submission.
F. Cost Proposal – Cost proposal should include the following:
Total All-Inclusive Not-To-Exceed Maximum Price: The cost proposal should contain all pricing information relative to performing the scope of work as described in this request and identified in the Line-Item list (See “Line-Item” tab in PlanetBids).
The total all-inclusive maximum not-to-exceed price should contain all direct and indirect costs, including all out-of-pocket expenses. Provide a budget for each significant milestone for the entire scope of services. The proposed budget should include all meetings, conference calls, site visits, and deliverables. It should also include a list of anticipated reimbursable expenses City of Santa Fe Springs
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12 with rates charged for each.
Component Costs: Include separate schedules of all fees and expenses for each of the work tasks and deliverables described in this RFP. These schedules should include hourly rates, the number of hours anticipated for each staff level, and out-of-pocket expenses such as travel and transportation, meals, communications, and duplication costs. The total of these separate schedules should be directly related to the total all-inclusive maximum price.
Rates for Additional Services: If it should become necessary for the City to request the successful Consultant to render additional services to either supplement services requested in this RFP or to perform any additional work as a result of the specific recommendations included in any report issued, resulting from this engagement, then such additional work shall be performed only if outlined in an addendum to the contract between the City and the Consultant. Unless otherwise noted in the proposal, any such additional work would be performed at the same rates submitted in the dollar cost bid.
Proposal Format
To facilitate the evaluation process, all responses must adhere to the following format requirements. The City strongly encourages respondents to thoroughly review their proposals prior to submission to ensure they adhere to the requirements. If the proposal is not formatted or does not include all the listed items/sections, it may be deemed nonresponsive.
Responses shall not exceed thirty (30) pages when printed on 8-½ -inch by 11-inch paper.
Font Times New Roman (preferred), 12pt font size. The thirty (30) page requirement does not include a cover letter/letter of transmittal or any items included as additional attachments. Proposals should also include the following:
A. Title Page showing the request for proposals subject; the Consultant's name; the name, address, e-mail, and telephone number of the contact person; and the date of the proposal.
B. Table of Contents identifying the items/section listed in the “Proposal Content” section of this RFP.
C. Detailed proposal following the order set forth in the "Proposal Content" of this RFP.
XIII. Evaluation Criteria
The City will establish an evaluation committee to review and rate each proposal. The proposal evaluation process will be conducted using a multi-step method, which will include the following steps:
A. Preliminary Proposal Review - The evaluation committee will review each City of Santa Fe Springs
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13 submission to ensure adherence to the minimum/proposal format requirements.
B. Proposal Evaluation - In the second part of this process, the evaluation committee will review and rate proposals based on the following:
1. Experience of Consultant and Project Personnel (35 points) • Experience, resources, and qualifications of the Consultant and assigned individuals to perform tasks identified in the scope of work. • Good reference checks from primary and/or secondary sources.
2. Proposed Approach & Work Plan (30 points)
• Proposer has a clearly defined approach, strategy, and execution plan. • The timeline meets the City’s requirements.
• Proposal clearly defines what is required from the City.
3. Proposed fees for items/services (25 points)
• Proposed fees are reasonable.
4. Responsiveness to RFP (10 points)
• Compliance with the required format.
• Offered new/innovative services, suggestion.
City Staff will present to the City Council the ratings assigned to each proposal by the evaluation committee and Staff's recommendations. The City Council exercises discretion and judgment in its award of a contract, which is a legislative act, and shall in no way be bound to follow the evaluation committee’s ratings or Staff’s recommendations.
Interviews
If necessary, the City may require top-rated proposers to participate in an interview. The City will e-mail proposers selected for the interview to schedule a date and time.
XIV. Proposal Protests
Proposal Protest Procedures (Before Proposal Opening)
A protest filed before the proposal opening must be filed in writing no later than ten (10) working days before opening. The most common types of protest that might be filed before a proposal opening include those based upon restrictive specifications or alleged improprieties in any solicitation that is apparent before the scheduled proposal opening.
When a protest is filed before a scheduled proposal opening, certain steps must be followed:
A. The protest must be submitted in writing within the specified time frame (no later than ten (10) working days prior to a proposal opening). All protests must be filed with the City’s Director of Finance for determination. Protest must be submitted to the Director of Finance by mail or e-mail within the specified time City of Santa Fe Springs
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14 frame. Protests can be sent to:
Mail:
Lana Dich
City of Santa Fe Springs
Attn: Finance Department
11710 Telegraph Road
Santa Fe Springs, CA 90670
Or
E-mail:
[email protected]
B. The protest must contain factual and legal reason(s) and should recommend a proposed remedy. Nevertheless, it should be noted that the City reserves the right not to implement the proposed remedy but to offer alternative solutions where applicable.
C. Where appropriate, the City will hold an informal conference on the merits of a protest with all interested parties allowed to attend. Interested parties may include all proposers, subcontractors, or suppliers, provided they have a substantial economic interest in a portion of the RFP.
D. All potential proposers will be advised of a pending protest.
E. The City shall not open proposals prior to the resolution of the protest unless it is determined that:
• The items to be procured are urgently required;
• Delivery or performance will be unduly delayed by failure to make the award promptly; or
• Failure to make a prompt award will otherwise cause undue harm to the City.
The City will respond in writing within ten (10) business days after receipt of a properly filed protest. The Director of Finance will respond and include a response to each substantive issue raised in the protest.
After the exhaustion of administrative remedies, the protesting party will be given the City’s final decision. The Director of Finance has the authority to decide on all protests.
Proposal Protest Procedures (After Proposal Opening/Post Award) A protest filed after a proposal opening must be filed within three (3) working days after the award. The City will grant the protesting party a fair review and shall have up to ten (10) business days to review the protest and render its decision.
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15 XV. Execution of Agreement
The resulting agreement (see attached sample Attachment B) shall be signed by the successful Consultant and returned within the required insurance within ten (10) business days after the City has provided written notice that the Consultant has been awarded.
Failure to execute the agreement and file acceptable insurance documents as provided herein shall cause, at the City's option, for annulment of the award. Please review the insurance requirements and indemnification clause in the attached sample agreement.
Should the successful Consultant decline to execute the agreement, the City can either reject all proposals, accept one of the other proposals, or issue a new solicitation.
XVI. Insurance Requirements
Any Consultant conducting services for the City of Santa Fe Springs must obtain and maintain insurance at their own expense. Insurance must be held until completion of services and formal acceptance by the City. The following insurance placed with an insurer admitted to write insurance in California or a non-admitted insurer on California’s List of Eligible Surplus Lines Insurers (LESL):
A. Commercial General Liability
Commercial General Liability (CGL) (equivalent in coverage scope to Insurance Services Office, Inc. Form CG 00 01) shall cover on an “occurrence” basis for bodily injury and property damage, including premise-operations, products-completed, broad form property damage, blanket contractual liability, independent contractors, personal injury or bodily injury, and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.
If requested, the "City of Santa Fe Springs, its officials, employees, and agents" must be separately endorsed to the policy as additional insureds on an endorsement equivalent to the Insurance Services Office, Inc. Form CG 20 10 11 85 of CG 20 26 1185.
B. Business Automobile Liability
For owned vehicles, hired, and non-owned vehicles, Insurance Services Office Form CA 00 01 covering, Code 1 (any auto), or if Consultant has not owned autos, Code 8 (hired) and 9 (non-owned) with limit no less than $1,000,000 per accident for bodily injury and property damage.
If an automobile is not necessary to perform services, the Consultant must submit a written request for a waiver of this requirement.
C. Professional Liability or Errors and Omissions
Depending on the work or services to be performed, professional liability or errors and omissions liability insurance may be required. The City will require the Consultant to provide professional liability or errors and omissions liability City of Santa Fe Springs
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16 insurance in an amount not less than $2,000,000 per occurrence or claim.
Architects' and engineers' coverage shall be endorsed to include contractual liability.
D. Workers' Compensation and Employer's Liability
Workers' Compensation as required by the California Labor Code and Employer's Liability in an amount not less than $1,000,000 per accident for bodily injury or disease.
E. Cyber Liability Insurance (if applicable)
With limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
F. Technology Professional Liability Errors & Omissions (if applicable) Coverage must be appropriate to Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
The policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of Consultant. If not covered under Consultant’s liability policy, such “property” coverage of City may be endorsed onto Consultant’s Cyber Liability Policy as covered property.
Required insurance documentation
A. Certificate of Insurance
The Certificate Holder must be listed as follows:
City of Santa Fe Springs
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17 City of Santa Fe Springs
11710 Telegraph Road
Santa Fe Springs, CA 90670
Attn: Risk Management
B. Endorsements (if requested)
In addition to the Certificate of Insurance, the Consultant must provide the following endorsements:
1. Additional insured endorsements to the general liability and auto liability insurance policies. The "City of Santa Fe Springs, its officials, employees, and agents" must be endorsed to the Consultant's general liability policy as well as the auto liability policy as additional insureds on an endorsement equivalent to ISO forms CG 20 10 11 85 or CG 20 26 11 85.
2. Cancellation notice endorsements. Each policy must be endorsed to certify that it will not be cancelled or non-renewed by either party or reduced in coverage or limits (except by paid claims) unless the insurer has provided the City with thirty (30) days prior written notice of cancellation (ten (10) days for cancellation due to nonpayment of premium is acceptable).
3. Primary, non-contributory coverage endorsements. The general liability and professional liability (if required) policies must be endorsed to provide that each policy shall apply on a primary, non-contributing basis with any insurance or self-insurance, primary or excess, maintained by or available to the City or its officials, employees and agents.
C. Waiver and Modifications of the Insurance Requirements The City has the authority to modify these insurance requirements at any time at its discretion.
In general, any contract deemed sole source, professional/professional services, involve the disclosure of proprietary information, and/or a public works project, may require revisions to the City's standard insurance requirements.
Any revisions to the insurance requirements will be identified within the associated service contract terms and conditions.
Consultants may request a waiver or modification of these insurance requirements. Waiver or modification requests must be submitted in writing.
The request should state the specific insurance requirement that is being considered for waiver or modification and provide a brief explanation for the request. Requests will be reviewed on a case-by-case basis, and the decision will ultimately depend on the scope of services. The final decision to approve or deny a request will be at the City's legal authority or an authorized designee's discretion.
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Financial Audit Services
18 XVII. Business License Requirements
Consultants that conduct business within city limits may be required to obtain City of Santa Fe Springs business license if selected. The business license must be acquired before commencing any work. Additional information regarding the City's Business License program may be obtained by visiting the City's website at:
https://www.santafesprings.org/business/opening_a_business/new_application.php Or by calling the City of Santa Fe Springs Business Support Center at (562) 264 - 5219.
XVIII.Use of Federal Funds
The City may elect to use funding from Federal sources for a portion of or all expenses related to this project. The United States Federal Government requires purchases of items and services to meet specific standards when using Federal funds, including grants, cooperative agreements, contracts, and Federal funds "passed-through" to the City from a non-Federal entity (i.e., sub-recipient agreements). These requirements are codified under the Code of Federal Regulation's (CFR) Title 2, Subtitle A, Chapter II, Part 200 (also referred to as "2 CFR 200" or "Uniform Guidance") and the Federal Acquisition Regulations (FAR), as applicable.
The following standards apply to all purchases of items and services using Federal funds:
• Transactions shall be conducted lawfully and ethically. • Unnecessary/duplicative purchases are not permitted.
• Utilizing a vendor or supplier on the U.S. Federal Government's Debarred and Suspended List (available at SAM.gov) is prohibited.
• All individuals involved in the expenditure of federal monies must avoid any actual or apparent conflict of interest.
• Procurement transactions must be conducted in a manner providing full and open competition.
• Opportunities should be provided to minority businesses, women's business enterprises, and labor surplus area firms when possible. • Contracts and purchase orders should include the contract provisions required by 2 CFR 200 Appendix A.
• Purchases of goods and services must include documentation detailing the procurement history.
XIX. Non-Commitment of City
While the City intends to select a Consultant through this process, this intention is subject to change at any time during the process. The City does not commit to awarding an agreement, paying any costs incurred in preparing the proposal for this request, and/or procuring or contracting any items or services.
City of Santa Fe Springs
RFP 25 – 9
Financial Audit Services
19 XX. Labor Requirements
A. Background: All personnel engaged in the performance of this work shall be employees of the Consultant and, as such, shall be warranted to possess sufficient experience and reliability to perform this work.
B. Health: All personnel engaged in the performance of this work shall be in good health and free of contagious diseases. The Consultant shall not allow any person(s) under the influence of alcohol or drugs on the premises or in the building. Neither shall the Consultant allow the use of or presence of alcohol or drugs on the premises or in the building.
C. Non-Discrimination: The Consultant shall not engage in discrimination in the employment of persons because of race, color, national origin, ancestry, mental/physical disabilities, sex, or religion of such persons.
D. Conduct: No person(s) shall be employed for this work that is found to be incompetent, disorderly, and troublesome, under the influence of alcohol and drugs, which fails or otherwise refuses to perform the work properly and acceptably or is otherwise objectionable. Any person found to be objectionable shall be discharged immediately and not re-employed for this work.
E. Age: The Consultant will only hire individuals who are of legal age to work.
XXI. Records
The Consultant agrees to permit the City Manager or designee access to records, reports, files, and other papers or property of the Consultant to audit any performance aspect under this agreement.
XXII. Use of Subcontractors
The Consultant shall be responsible for all work performed under the final agreement and shall keep all work under their control. No portion of the work may be subcontracted without the prior written consent of the City. All subcontractors used on this work shall be 18 and be under the direct supervision of the Consultant and shall be considered as their employees. Any approved subcontractors must provide insurance indemnifying the City with limits at or exceeding the limits of the primary's insurance.
XXIII.Modifications/Changes
Changes in the areas serviced and/or specifications may be necessary during the agreement term. Changes in the agreement requirements and corresponding changes in compensation may be implemented upon mutual understanding between the City and the Consultant. These changes will be processed by the City Manager.
XXIV.Disclosure of Information
A. The Consultant agrees that it will not, during or after the term of the agreement, City of Santa Fe Springs
RFP 25 – 9
Financial Audit Services
20 disclose any proprietary information or confidential business information of the City, including but not limited to its costs, charges, operating procedures, or methods of doing business to any person, Consultant, corporation, association, or other entity or the general public for any reason or purpose whatsoever, without the prior written consent of the City. Such confidential or proprietary information received by the Consultant shall be used exclusively in connection with the performance of services.
B. The Consultant shall not issue or release for publication any articles, advertising, or publicity matters relating to the services performed by the Consultant hereunder or mentioning or implying the name of the City or its respective personnel without the prior written consent of the City.
XXV. Ex-Parte Communications
Consultants and their representatives should not engage in unauthorized communications with elected officials, officers, employees, or agents of the City about this RFP. This requirement also includes any evaluation panel member, except for designated RFP facilitators. This requirement remains in effect until after award notifications have been made.
This restriction does not prohibit consultants and their representatives from making oral statements or presentations to City representatives during a scheduled public meeting.
XXVI.General Rights of the City
At its discretion, the City reserves the right to:
A. Reject any and/or all proposals for no reason or any reason including, but not limited to, the following:
1. The proposal is incomplete, non-responsive, obscure, irregular, or lacking necessary detail and specificity.
2. The Consultant, in the sole judgment of the City, lacks the qualifications, experience, and/or responsibility necessary to provide the services.
3. The Consultant failed or neglected to complete and submit any information within the time specified by the City and as may be otherwise required herein.
B. Reject any proposal that, in the opinion of the City, is so unbalanced in comparison to other proposals received and/or to the City’s internal estimates that it does not accurately reflect the cost to perform; C. Accept all or any part of a proposal;
D. Make multiple awards;
E. Cancel the entire RFP;
City of Santa Fe Springs
RFP 25 – 9
Financial Audit Services
21 F. Issue subsequent RFPs; or
G. Waive any errors or informalities in any proposal to the extent law permits
PLEASE REVIEW
Attachment A – References
Attachment B – Sample PSA
Attachment C – Annual Comprehensive Financial Report FY 2022 - 23 REV032024 Page 1 of 24 United Site Services of CA
CITY OF SANTA FE SPRINGS
PROFESSIONAL SERVICES AGREEMENT
WITH
VASQUEZ & COMPANY, LLP
This Professional Services Agreement (“Agreement”) is made and effective as of August 19, 2025 (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and Vasquez & Company, LLP., a California Limited Liability Partnership (“Consultant”). For the purposes of this Agreement, City and Consultant may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Consultant interchangeably, as appropriate.
RECITALS
WHEREAS, City requires professional consulting services for Financial Audits (collectively, the “Project”); and
WHEREAS, City staff has determined that Consultant possesses the experience, skills, and training necessary to competently provide such services to City; and WHEREAS, the execution of this Agreement was approved by the City of Santa Fe Springs City Council (“City Council”) at its Regular Meeting of August 19, 2025, under Agenda Item No. _____;
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:
AGREEMENT
1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until June 30, 2028 (“Term”), or until services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement. This Agreement may be extended for two (2) additional, one (1) year term, if mutually agreed upon in writing.
2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services and tasks described and set forth in the City’s Request for Proposals, attached hereto as Exhibit A, and Consultant’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Scope of Work”). Consultant further agrees to furnish to City all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. Consultant shall complete the services and tasks set forth in the Scope of Work according to any schedule of REV032024 Page 2 of 24 United Site Services of CA
performance set forth in Exhibit A. To the extent that Exhibit B contains provisions inconsistent with this Agreement and/or Exhibit A, the provisions of this Agreement and Exhibit A shall govern. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”
3. PERFORMANCE
A. Time is of importance for this Agreement and every provision contained herein.
The Work shall commence upon mutual consent of the Parties subsequent the City’s issuance of a written Notice to Proceed. Consultant shall perform the various tasks identified in, and within the timeframes set forth in, the Scope of Work, and shall complete all of the Work in accordance with the schedule and timeline established by the Parties;
B. Consultant shall, at all times, faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement;
C. Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner;
D. Consultant shall at all times enforce strict discipline and good order among Consultant’s employees; and
E. Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
4. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed $387,181 (Three Hundred Eighty Seven Thousand One Hundred and Eight-One Dollars (the “Not-to-Exceed Sum”), during the Term of this Agreement, unless additional payment is first approved as provided in this Agreement. In the event Consultant’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant’s performance for the relevant Work pending City approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.
B. Consultant shall not be compensated for any Work rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or his/her designee. Consultant shall be compensated for any REV032024 Page 3 of 24 United Site Services of CA
additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.
C. The Not-to-Exceed Sum will be paid to Consultant in monthly increments as the Work is completed. Following the conclusion of each calendar month, Consultant will submit to City an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.
D. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Work.
5. ACCOUNTING RECORDS
Consultant will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City will have the right to access and examine such records, without charge, during normal business hours. City will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.
B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.
7. ABANDONMENT BY CONSULTANT
In the event Consultant ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, REV032024 Page 4 of 24 United Site Services of CA
Consultant will deliver to City immediately and without delay, all materials, records and other work product prepared or obtained by Consultant in the performance of this Agreement. Furthermore, Consultant will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which City may incur as a result of Consultant’s cessation or abandonment.
8. CITY’S REPRESENTATIVE
City hereby designates the City Manager (the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or his/her designee will act on behalf of the City for all purposes under this Agreement.
Consultant will not accept directions or orders from any person other than the City Representative or his/her designee.
9. CONSULTANT REPRESENTATIVE
Consultant hereby designates Christy Canieda, Partner, to act as its representative for the performance of this Agreement (the “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. Consultant Representative or his/her designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.
Notice to the Consultant Representative will constitute notice to Consultant.
10. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS Consultant agrees to work closely with City staff in the performance of the Work and this Agreement and will be reasonably available to City staff and the City Representative at all reasonable times. All work prepared by Consultant will be subject to inspection and approval by City Representative or his or her designees.
11. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
Consultant represents, acknowledges and agrees to the following:
A. Consultant will perform all Work skillfully, competently and to the highest standards of Consultant’s profession;
B. Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City’s authorized representative;
C. Consultant will perform all Work in a manner reasonably satisfactory to the City; REV032024 Page 5 of 24 United Site Services of CA
D. Consultant will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom;
E. Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of Consultant’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by Consultant; and
G. All of Consultant’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.
The Parties acknowledge and agree that Consultant will perform, at Consultant’s own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant’s employees, agents, contractors, subcontractors and subconsultants. Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that City’s acceptance of any work performed by Consultant or on Consultant’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant’s profession.
12. ASSIGNMENT
The skills, training, knowledge and experience of Consultant are material to City’s willingness to enter into this Agreement. Accordingly, City has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks REV032024 Page 6 of 24 United Site Services of CA
to be undertaken by Consultant or on behalf of Consultant in the performance of this Agreement. In recognition of this interest, Consultant agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City. In the absence of City’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
13. SUBSTITUTION OF KEY PERSONNEL
Consultant has represented to City that certain key personnel will perform and coordinate the Services under this agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the CITY. The key personnel for performance of this Agreement are as follows: See Exhibit B.
14. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR
The Work will be performed by Consultant or under Consultant’s strict supervision.
Consultant will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with Consultant’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of City’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of Consultant are not employees of City and will at all times be under Consultant’s exclusive direction and control. Consultant will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
Consultant will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.
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15. REMOVAL OF EMPLOYEES OR AGENTS
If any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to Consultant, a threat to persons or property, or if any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the City, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by Consultant and will not be reassigned to perform any of the Work.
16. COMPLIANCE WITH LAWS
Consultant will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. Consultant’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements, Federal Labor Standards Provisions including the prevailing wage requirements of the DBRA, and all applicable regulations of the U.S. Department of Housing and Urbanization.
17. NON-DISCRIMINATION
Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
18. INDEPENDENT CONTRACTOR STATUS
The Parties acknowledge, understand and agree that Consultant and all persons retained or employed by Consultant are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of City. Consultant will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. Consultant and all persons retained or employed by Consultant will have no authority, express or implied, to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, City, whether by contract or otherwise, unless such authority is expressly conferred to Consultant under this Agreement or is otherwise expressly conferred by City in writing.
19. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Consultant will procure and maintain policies of insurance that meet the requirements and specifications set forth REV032024 Page 8 of 24 United Site Services of CA
in Exhibit C. Consultant will procure and maintain the required insurance coverage, at its own expense.
20. INDEMNIFICATION
A. The Parties agree that City and City’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify, defend and protect City as set forth herein.
Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
B. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.
C. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant’s failure to either pay City promptly for any costs associated with Consultant’s obligations to indemnify the City Indemnitees under this Section, or related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.
D. The obligations of Consultant under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers.
E. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in REV032024 Page 9 of 24 United Site Services of CA
the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.
F. City does not and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
G. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity.
21. TERMINATION WITHOUT CAUSE
City may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of City’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 22, below.
If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, as defined in Section 25, below, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City’s written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 22, below, will operate to prohibit or otherwise restrict City’s ability to terminate this Agreement for convenience as provided under this Section.
22. EVENTS OF DEFAULT; BREACH OF AGREEMENT
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party REV032024 Page 10 of 24 United Site Services of CA
alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth herein, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. Consultant will cure the Event of Default within the following time periods:
i. Within ten (10) business days of City’s issuance of a Default Notice for any failure of Consultant to timely provide City or City’s employees or agents with any information and/or written reports, documentation or work product which Consultant is obligated to provide to City or City’s employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this subsection B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of City’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this Subsection B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, REV032024 Page 11 of 24 United Site Services of CA
insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.
C. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City’s failure to timely pay any undisputed sums to Consultant pursuant to this Agreement will be cured by City within five (5) calendar days from the date of Consultant’s Default Notice to City.
D. City, in its sole and absolute discretion, may also immediately suspend Consultant’s performance under this Agreement pending Consultant’s cure of any Event of Default by giving Consultant written notice of City’s intent to suspend Consultant’s performance (hereinafter, a “Suspension Notice”). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
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iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant’s breach of the Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.
Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City’s exercise of its remedies under this Agreement.
G. In the event City is in breach of this Agreement, Consultant’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.
23. SCOPE OF WAIVER OF DEFAULT
No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
24. SURVIVING ARTICLES, SECTIONS AND PROVISIONS
The termination of this Agreement pursuant to any provision of this Agreement or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
25. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY All Documents and Data will be and remain the property of City without restriction or limitation upon their use or dissemination by City. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of Consultant in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to City, a perpetual license for City to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. Consultant will require all subcontractors and subconsultants working on behalf of Consultant in the performance of this Agreement to agree in writing that City will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data REV032024 Page 13 of 24 United Site Services of CA
prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by Consultant in the performance of this Agreement.
26. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and will not be disclosed by Consultant without prior written consent by City. City will grant such consent of disclosure as legally required. Upon request, all City data will be returned to City upon the termination or expiration of this Agreement. Consultant will not use City’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
27. FALSE CLAIMS ACT
Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
28. PROHIBITED INTERESTS
Consultant warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. RELEASE OF INFORMATION
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a REV032024 Page 14 of 24 United Site Services of CA
subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.
B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.
However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.
30. COOPERATION; FURTHER ACTS
The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
31. SUBCONTRACTING
Consultant will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of City. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
32. NOTICES
All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Clerk’s Office
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To Consultant: Vasquez & Company, LLP
655 N. Central Avenue
Suite 1550
Glendale, CA 91203
Attention: Christy Canieda
Email – Christy Canieda, Partner
Phone – 213 873 1720
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
33. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
34. GOVERNING LAW
City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.
35. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.
36. FORCE MAJEURE
The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of Consultant and without the fault or negligence of Consultant, including but not limited to 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 Consultant shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative 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 REV032024 Page 16 of 24 United Site Services of CA
Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
37. AMENDMENTS; MODIFICATIONS
No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
38. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
39. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
40. NO THIRD-PARTY BENEFIT
There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
41. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties.
42. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
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43. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
44. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
45. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
46. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.
47. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility. [SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ Rene Bobadilla, City Manager Name: Christy Canieda
Title: Partner
Date: ______________________ Date: _______________________ ATTEST:
__________________________
Fernando Munoz, Deputy City Clerk
APPROVED AS TO FORM:
_________________________
_____________, City Attorney
Attachments: Exhibit A City’s Request for Proposals
Exhibit B Consultant’s Proposal
Exhibit C Insurance Requirements
EXHIBIT A
CITY’S REQUEST FOR PROPOSALS
EXHIBIT B
CONSULTANT’S PROPOSAL
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Commercial General Liability Insurance. Consultant shall procure and maintain commercial general liability insurance (“CGL Coverage”) with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
Automobile Liability Insurance. Consultant shall procure and maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
Professional Liability (Errors & Omissions) Insurance. For the full term of this Agreement and for a period of three (3) years thereafter, Consultant shall procure and maintain professional liability insurance appropriate to Consultant’s profession. Such coverage shall have the minimum limits of no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
Workers’ Compensation Insurance. Consultant shall procure and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease) which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Work contemplated in this Agreement.
Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.
Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits 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 include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.
Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.
Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance 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.
The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.
The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.
Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.
Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.
Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
ITEM # 31
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: Julio F. Morales, Director of Finance
SUBJECT: TREASURER’S REPORT OF INVESTMENTS FOR THE QUARTER ENDED JUNE 30, 2025
DATE: August 19, 2025
RECOMMENDATION(S):
It is recommended that the City Council:
1) Receive and file the report.
FISCAL IMPACT
Investment earnings for the quarter ended June 30, 2025 amounted to $780,553.
BACKGROUND/DISCUSSION
As of June 30, 2025, the City had approximately $120.2 Million in operating funds and reserves are held and maintained in a variety of accounts, held in LAIF, CLASS, Bank of Montreal (BMO), Farmers and Merchant Bank (F&M), and Charles Schwab. Inc.
The Shuster Advisory Group, LLC (“Shuster”) oversees the management of the accounts invested in BlackRock and individual investments (i.e., the “managed portfolio”). Charles Schwab serves as the custodian for these accounts, which performs all trade activity, reporting, and paying agent. Alta Trust serves as the Trustee, which assists in safekeeping of assets and all federal and state compliance reporting.
These monies, collectively, represent operating funds and reserves for the City’s General Fund, grant programs, and various special revenue funds.
The market value of the City’s investment holding, as of June, 2025, are as follows:
CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 TREASURER’S REPORT OF INVESTMENTS FOR THE QUARTER ENDED JUNE 30, 2025
Investment /
Institution
Purpose Account # Amount %Earned
BlackRock (Schwab) Managed Portfolio 4727-5745 $86,165,310 $496,796 LAIF Operating Funds 98-19-840 $3,455,377 $40,956
CLASS Operating Funds CA-01-0214-0001 $20,990,941 $233,815 CDs (Schwab) Investments 9853-5216 $1,364,153 $8,986
Farmers & Merchant Bank Balance General Fund $10,423,671 Bank of Montreal (BMO) Bank Balance General Fund $7,043,017 TOTAL $129,442,469 $780,553
A portion of invested funds are designated for certain purposes, as outlined in the City’s adopted Reserve Policies. Other funds are legally restricted, in accordance with specific grant or program guidelines. This report does not provide a breakdown of the allocation of monies among funds, uses, or programs - it simply provides a summary on monies held for investment and earning realized over the past quarter.
The amounts listed above do not include bond proceeds1, which are invested in accordance to provisions in bond legal documents, nor monies set aside to fund a portion of the City’s retirement liabilities “115 Trust” irrevocable trust to fund the City’s retirement liabilities: 1) Other Post Employment Benefits “OPEB” for retiree medical and 2) Pension Stabilization Fund (i.e.,“115 Trusts”), as summarized in the chart below:
March 31,
2025
June 30,
2025
Qrt %
Return
OPEB $34,014,350 $36,786,692 8.12%
Pension $29,650,798 $31,475,709 6.11%
The OPEB portfolio was structured with 70% equity / 30% Fixed Income (Bond), while the Pension Stabilization Fund had a 50% Equity / 50% Bond mix. The results of investment performance for the Pension and OPEB accounts are reported separately by Shuster. 1 Bond proceeds do not need to comply with the provisions of California Government Code § 53601 regarding the investment of government funds, they are invested in accordance to provisions in bond legal documents. The bond reserves and debt service funds for the Water Utility Authority and Successor Agency are held by the City’s bond trustee, U.S. Bank.
A portion of Successor Agency bond funds are held in LAIF: $17.847 million in bond proceeds from 2006A TABs (Account No. 11-19-068) and $344,607 in taxable bonds proceeds from Series 2006B TABs (Account No. 11-19-069).
An additional $1,982,013 in Consolidated RDA Account monies are held in Account No. 11-19-036, however, these funds are not confirmed as operating funds or bond funds. LAIF also holds Monies held for third-party conduit debt issuances.
Heritage Springs Assessment District No. 2001-1 are maintained by US Bank - $170,000 DSR Account No:
94429723.
CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 TREASURER’S REPORT OF INVESTMENTS FOR THE QUARTER ENDED JUNE 30, 2025
ANALYSIS
The City’s managed portfolio generated interest income in the amount of BlackRock, totaling $496,796 for the most recent quarter. The interest income represents actual cash receipts received by the City, plus the amortization of any discounts or premiums, as well as realized gains and losses. The figure does not include unrealized gains or losses (i.e. changes in market value).
In addition to the BlackRock managed portfolio, the City’s other investments are the Local Agency Investment Fund (“LAIF”), a pooled investment fund managed by the California State Treasurer; the California Asset Management Program (“CLASS”). • LAIF returned an annualized rate of 4.40% - $40,956 in interest income • CLASS returned 4.38% - $233,815 in interest income
Benchmark Performance
Total return (as opposed to the yield) takes into account realized and unrealized gains/losses, it is generally compared against a target benchmark to evaluate portfolio performance2.
The total return for the City’s portfolio for the quarter ended June 30, 2025 was 1.92% vs. the City’s benchmark the ICE BofA 1-5 Year U.S. Gov & Corporate Index total return of
1.42%; the City’s portfolio outperformed the benchmark by 0.50%.
ENVIRONMENTAL
2 Total return on the other hand, is a backward-looking measurement focused on not only interest earned, but also realized and unrealized gains/losses. Realized gains/losses result from selling a security at a price higher or lower than was actually paid to purchase it. Unrealized gains/losses result from market value increases and decreases in security values for securities which are still held in the portfolio.
Of particular importance to the City’s portfolio is the inverse relationship between yield and market value.
In general, when yields go up, market values go down, and vice versa. For example, if the City is holding a bond which pays 1.0% and the market yield increases to 1.1% the market value of the City’s 1.0% security will decline so that an investor purchasing the security would pay a price below face value which would cause the security to yield 1.1% even though it only pays 1.0%. If held until maturity, the security would pay the full face value along with the 1.0% stated interest throughout the term. In other words, “unrealized” gains/losses are not “realized” unless the security is actually sold prior to maturity.
The unrealized losses simply represent the amount that the City would lose, if the security was sold in the current market conditions. It is not an actual loss of the City’s principal value invested. It is also important to remember that rising yield markets are good in the sense that as securities mature, they are replaced with higher rate securities, increasing the overall interest income of the portfolio.
CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 TREASURER’S REPORT OF INVESTMENTS FOR THE QUARTER ENDED JUNE 30, 2025
None.
SUMMARY/NEXT STEPS
The attached report contains a summary of Shuster’s performance in the managed portfolio (BlackRock). Shuster and Staff will continue to work with the City Council to review any proposed changes to the portfolio make-up.
ATTACHMENT(S):
None.
ITEM STATUS:
APPROVED:
DENIED:
TABLED:
DIRECTION GIVEN:
ITEM # 32
CITY OF SANTA FE SPRINGS
CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Chad Van Meeteren, Fire Chief
SUBJECT: APPROVE AWARD OF PROFESSIONAL SERVICES AGREEMENT
WITH AP TRITON, LLC, TO PROVIDE PROFESSIONAL
CONSULTATION SERVICES TO THE CITY OF SANTA FE SPRINGS
FIRE DEPARTMENT
DATE: August 19, 2025
RECOMMENDATION:
It is recommended that the City Council:
1) Approve the award of a Professional Services Agreement (PSA) with AP Triton, LLC, as a sole source provider, to provide professional consulting services for the City’s Response to Request for Proposals (RFP): Ambulance Service: Response to Los Angeles County’s RFP; and
2) Adopt a Resolution to waive the City’s competitive bidding process with AP Triton, LLC, with respect to this PSA; and
3) Authorize the City Manager to execute the PSA and any subsequent amendments, subject to approval by the City Attorney as to form; and 4) Take such additional, related, action that may be desirable.
FISCAL IMPACT
The total proposed project fee for AP Triton, LLC’s services is $238,463, which includes all baseline scope activities such as two on-site meetings, RFP response development and management, and optional graphic design and video support. This not-to-exceed amount encompasses all anticipated expenses for the core scope of work. Additional services, if required, such as extended travel, appeal support, or contract assistance— will be billed separately on a time-and-expense basis, with prior approval. Invoicing will CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 AP TRITON – PROFESSIONAL SERVICES AGREEMENT
follow a structured payment schedule, including an initial deposit, progress payments throughout the project, and a final payment upon successful completion.
Approving and awarding the PSA to AP Triton, LLC, as a sole source provider for this specialized ambulance RFP consulting work, will allow for efficient and cost-effective procurement that remains within the City’s allocated budget while supporting a timesensitive and strategic initiative.
BACKGROUND
AP Triton, LLC (AP Triton) will provide consulting services and assistance to the City of Santa Fe Springs in the development and presentation in response to a Los Angeles County Request for Proposals for emergency ambulance transportation services, including graphic design, editing, and development, as required. The company is uniquely positioned for this highly specialized consulting service, offering a combination of technical expertise, document management, graphic support, and stakeholder coordination. Given the dynamic and County-specific nature of EMS RFPs, the City requires a partner that not only understands the operational landscape but can also tailor a submission that meets the evolving requirements of the County and the Local EMS Agency (LEMSA).
ANALYSIS
AP Triton’s approach offers a comprehensive, phased methodology that aligns well with the complexity and responsiveness required in a County-level EMS RFP. The engagement is structured to be adaptable, recognizing the unpredictability of RFP specifications and the level of effort needed. The company’s role extends beyond simple document preparation—it includes strategic planning, subject matter expertise, compliance verification, and visual communications, making their involvement critical to a successful bid.
Pursuant to the City’s procurement policies, a sole-source procurement is justified when:
• Only one vendor is capable of providing the required goods or services due to unique circumstances;
• A vendor possesses specialized knowledge, experience, or proximity critical to the success of the project;
• Timeliness is a factor that cannot be met through competitive bidding.
Based on AP Triton’s vast experience and recent similar work with other public entities in the State of California and across the US, city staff has determined they are uniquely qualified to perform this work. As a sole source provider with recognized expertise in ambulance system RFP responses, AP Triton eliminates the need for a time-consuming procurement process and ensures immediate access to a proven support team. Their process includes built-in flexibility, rigorous quality control, and structured progress CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 AP TRITON – PROFESSIONAL SERVICES AGREEMENT
ITEM STATUS:
APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
reviews, offering both accountability and agility throughout the engagement. City staff has further determined that the public interest would not be served by engaging in the standard competitive bid solicitation process because of the time sensitive nature of this project and a limited number of qualified firms that would be able to provide these specialized consultation services.
ENVIRONMENTAL
N/A
DISCUSSION
N/A
SUMMARY/NEXT STEPS
Once the City Council approves the recommended actions, the Department of FireRescue will proceed with purchasing services of (RFP) by Triton AP LLC. The department will also include any additional costs incurred associated with the attached fee schedule.
ATTACHMENT(S):
A. AP Triton, LLC Proposal
B. AP Triton, LLC’s Sole Source Documentation
C. Professional Services Agreement
D. Resolution Authorizing Waiver of Competitive Bidding Process Santa Fe Springs
Department of Fire-Rescue
California
AMBULANCE SERVICE
Response to
County RFP
Proposal to conduct an
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CONTENTS
Project Understanding & Scope of Work......................................................... 2 Section One—Project Initiation & Information Acquisition ............................................. 3 Section Two—Response to the RFP ................................................................................... 4 Section Three—Proposal Presentation .............................................................................. 7 Optional Services ................................................................................................................ 8 Estimated Project Timeline ............................................................................... 9 Project Fee Proposals ..................................................................................... 10 Payment Information........................................................................................................ 11 About AP Triton................................................................................................ 12 Project Team Qualifications ........................................................................... 16 Projects & Experience..................................................................................... 24 Client References............................................................................................ 27 Client Testimonials .......................................................................................... 29 AP Triton’s Certificates of Insurance & Litigation........................................... 30 A M B U L A N C E R F P R E S P O N S E S E R V I C E S | C I T Y O F S A N T A F E S P R I N G S 2 |
PROJECT UNDERSTANDING &
SCOPE OF WORK
AP Triton, LLC (AP Triton) will provide consulting services and assistance to the City of Santa Fe Springs in the development and presentation in response to a Los Angeles County Request for Proposals for emergency ambulance transportation services, including graphic design, editing, and development, as required. The response for an emergency ambulance RFP process is dynamic and tailored to the individual County and LEMSA specifications. The time on task, contributions from the agency bidding, and short timelines to respond are difficult to predict until the RFP has been issued. Based on these factors, the workload for completing an RFP response may increase above our best estimates and a review will be held with the client during Task 2-A as a progress report and further needs assessment. If it is agreed that additional work by AP Triton will be needed, the additional work will be invoiced at actual costs needed to complete the project. AP Triton will provide technical support and expertise to competitively bid the County’s RFP for ambulance transport to include the following:
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SECTION ONE—PROJECT INITIATION & INFORMATION ACQUISITION Task 1-A: Project Initiation Meeting
AP Triton will provide an initial virtual meeting with the client and all AP Triton Team Members, to review the following:
• Response scope of work
• Timelines and associated travel, logistics, etc.
• Sub-contractor process
• Review Client RFP checklist and develop timelines/deadlines • Review Client minimum qualifications and develop timelines/deadlines • Review any prior studies, including AP Triton reports Task 1-B: Develop Initial Working Groups (Initial Meetings) AP Triton will provide subject matter expertise to facilitate the Development Committee process. Work sessions will be updated regularly through virtual sessions to assist in providing direction to committees in the drafting of content. AP Triton will develop initial meetings with introductions and group task distributions for these five work groups:
• Executive Team
• Operations/Deployment
• CQI
• EMS/Logistics
• Finance
Task 1-C: Meetings with Working Groups
AP Triton will facilitate regularly scheduled meetings, initially occurring bi-weekly then weekly once the RFP is issued. Working Group meetings will begin the Why/How/Who of providing for the system. Additional meetings will occur, as needed. Working Group meetings will guide specific agency teams to develop language that responds effectively to the RFP minimum qualifications.
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Task 1-D: Review Potential Minimum Qualifications & Draft RFP (If Available) Before the RFP is released, AP Triton will meet with designated agency teams to review the task list, ensuring compliance with expected minimum qualifications, financial requirements, and CQI standards. If the draft RFP is presented for comment by the LEMSA or County, AP Triton will evaluate the document and assist in drafting questions or feedback as needed.
SECTION TWO—RESPONSE TO THE RFP
Upon the County’s issuance of the RFP, AP Triton will conduct two on-site work sessions to support the development of the written response. These sessions will focus on reviewing, defining, and collaborating on a harmonized draft while identifying any remaining final elements for the Response to the County’s RFP.
With multiple Working Groups collaborating on the RFP response, maintaining strict control over the master document is essential. AP Triton’s Document Manager will oversee and manage the master document, ensuring consistency, accuracy, and compliance. This includes final editing, content review, and verification to ensure all RFP requirements are thoroughly addressed on behalf of the Client.
If additional on-site workdays are needed and requested by the Client, associated costs will be billed separately from this proposal and invoiced based on actual expenses.
Task 2-A: Review RFP for Questions & Bidders Conference On-Site Meeting #1 (Three Days, Four Team Members)
• Day 1: RFP Review & Official Response Development
▪ Review the RFP to identify questions, potential modifications, and necessary adjustments to develop an official response for submission to the County before the published deadline.
• Days 2 & 3: Full Team Meetings with the Client
▪ Discuss the RFP response, deadlines, and any unmet documents for minimum qualifications.
▪ Identify key requirements: GIS and Data needs, presentation requirements (e.g., Video/PowerPoint), and documents elements (e.g., icons, graphic design, attachments, and hyperlinks).
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▪ During these meetings, AP Triton will finalize the leaders’ intent, confirm the bidding entity’s name, and ensure the completion of all subcontract agreements. Additionally, strict timelines will be established to ensure the project is completed and submitted in accordance with the County’s published deadline.
Task Timeline
Task 2-A: RFP Timeline Days 1-10 from issuance of County RFP document Task 2-B: Develop RFP Response & Establish Timelines
AP Triton’s Document Manager will organize the RFP response into a structured Word document, develop a detailed timeline for each step, and oversee the coordination of all written components.
Task Timeline
Task 2-B: RFP Timeline Days 1-10 from issuance
Task 2-C: Initial RFP DRAFT
Following the first Onsite Meeting, AP Triton will compile the initial draft RFP response for Client review. Client will have read-only capacity with the master document and must submit all proposed changes in writing to the Document Manager.
Task Timeline
Task 2-C: RFP Timeline Days 30-33 from issuance
Task 2-D: Team Review of First Draft
On-Site Meeting #2 (Two Days, Two Team Members)
Objective: This meeting will provide a comprehensive review of the draft RFP to ensure completeness, accuracy, and compliance with all requirements.
Key Agenda Items:
• Conduct a full review of the draft RFP, identifying any missing components or incomplete sections.
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• Assess outstanding needs and finalize require revisions. • Determine if additional time or travel is necessary to complete the project.
Next Steps:
Upon completion of this review, AP Triton and Client will formulate if additional time on task or travel is needed to complete the Project and this will be invoiced at actual expenses.
Task 2-E: Complete Draft with Graphics Prepared
After the initial RFP review, all graphics and photos for inclusion will be submitted. AP Triton will identify any missing items, incomplete sections, and anything still needed.
Task Timeline
Task 2-E: RFP Timeline Days 33–40 from issuance
Task 2-F: AP Triton Team Revisions of DRAFT Document
AP Triton’s team will revise the RFP response document based on feedback from previous reviews, ensuring all necessary revisions and enhancements are addressed. Proposed changes and additions will be incorporated in preparation for the second Client review and the final onsite meeting.
Task 2-G: Final Document Preparation
Virtual Meeting
AP Triton’s team and the Client will conduct a comprehensive final review of the RFP response to ensure completeness and accuracy. All graphics, photos, and supplemental documents will be included for the review. The review will focus on identifying any missing elements or incomplete sections before entering the final 5–6-day client review phase.
Task Timeline
Task 2–G: RFP Timeline Days 45-50 from issuance
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Task 2-H: Proposal Submitted
AP Triton will submit the final RFP response and final technical/content reviews on the deadline assigned.
Task Timeline
Task 2-H: RFP Timeline Days 49–60 from issuance
SECTION THREE—PROPOSAL PRESENTATION
Task 3-A: Presentation Preparation
AP Triton will assist the Client with the development of a PowerPoint and written presentation for the review panel. Prior to the presentation, the Client will approve the PowerPoint and AP Triton, and the Client will complete a virtual walk-through.
Task 3-B: Presentation Review Panel
AP Triton will assist the Client with preparing and reviewing their Oral Presentation. • Practice sessions will be facilitated to offer input and prepare for a mock panel evaluation. • AP Triton will assemble peers and community partners for a mock panel to participate in a practice run of the PowerPoint presentation that will be performed to the County. • AP Triton will provide subject matter expertise for the preparation of the oral presentation.
If requested by the agency, AP Triton will attend in-person and assist in the presentation (costs will be in addition to this proposal and invoiced at actual expenses).
Task 3-C: Presentation Video
AP Triton will secure external expertise, including video consulting and PowerPoint development, with all services provided at cost.
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OPTIONAL SERVICES
Task A: Appeal Process (Optional)
If the RFP is not awarded to the Client or another bidder challenges the award to the Client, AP Triton to assist with all legal proceedings, County meetings, strategy sessions, and research for the protest process.
• This service is to be negotiated as determined by an agreed-upon scope of services and billed separately on a time and expenses basis.
Task B: Contract Process (Optional)
In the event the Client is the successful bidder, AP Triton will provide subject matter expertise for the awarded contract.
• This service is to be negotiated as determined by an agreed-upon scope of services and billed separately on a time and expenses basis.
Task C: Transition Coordinator (Optional)
AP Triton will provide a Transition Coordinator (additional contract) SME to assist the Client with needs for initiating services.
• This service is to be negotiated as determined by an agreed-upon scope of services and billed separately on a time and expenses basis.
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ESTIMATED PROJECT TIMELINE
Project Completion Timeline
AP Triton offers the following project timeline, which is subject to change based on the mutual agreement of AP Triton and the City of Santo Fe Springs. The timeline will not begin until AP Triton has been provided with all information and data necessary for the successful completion of the project. AP Triton will make every effort to complete the project in less time than anticipated.
Estimated Time to Complete: 5–6 months, beginning 60–90 days prior to the release of the RFP and complying with the County’s published timeframes.
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PROJECT FEE PROPOSALS
AP Triton, LLC presents the following formal cost proposal for the project outlined in the Scope of Work. The fee is inclusive of expenses for the baseline scope of services. Additional costs, expenses, and the final pricing will be determined based on the actual services.
Project Fees & Expenses
RFP Response (two onsite meetings included $203,463
Video & Graphic Design if needed (estimate) $35,000
Proposed Project Fee (will not exceed): $238,463
Additional Pricing & Optional Services
The following services are estimates only and should be used for planning purposes. Actual costs will be determined on a time and expense basis.
Service Fees & Expenses
Additional Trip, including travel expenses
(PM, two SMEs, Document Manager, two days) $18,900/site visit Additional Trip, including travel expenses
(PM and one SME, two days) $9,900/site visit
Additional Trip, including travel expenses
(PM alone, two days) $5,400/site visit
Additional Trip, including travel expenses
(One SME, two days) $4,500/site visit
Task A—Appeal Process (Optional) Time & Expenses
Task B—Contract Process (Optional) Time & Expenses
Task C—Transition Coordinator (Optional) Time & Expenses Project Manager $210 per hour
Subject Matter Expert/Team Member $165 per hour
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PAYMENT INFORMATION
Payment Schedule & Invoicing
• Initial Payment: A deposit of 10% of the total project cost is due upon signing of the contract for the mandatory baseline services, to initiate work. • Progress Payments: Monthly invoicing will be processed as work progresses, continuing until 95% of project has been completed.
• Final Payment: The remaining 5% of the project cost is due upon successful completion and acceptance of the project.
Additional Expenses
• Any expenses beyond the planned site visits, including but not limited to airfare, lodging, rental vehicles, mileage, and meals, will be invoiced at cost. • If required documents, policies, procedures, or guidelines are unavailable, the time and expenses incurred for their development will be billed separately. • Manual copies and electronic submissions are billed at hourly rate plus expenses of the PM and needed assistance.
• If Client requests changes to the RFP after the third AP Triton review, all time and expenses associated with each subsequent review will be billed separately from the original agreement.
• If Client does not provide all necessary supplemental documents or SME support upon completion of the third review, all additional review time and related expenses will be billed separately from the original agreement.
• Additional hours will be billed at a rate of $210 per hour for the Project Manager and $165 per hour for consultants plus any additional travel expenses.
Cost Quotation Information
• The bid quotation is valid for 120 days.
• AP Triton Federal Employer Identification Number: 47-2170685.
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ABOUT AP TRITON
Contact Information
Established in 2014, AP Triton is a leading provider in the public safety industry with a proven track record in the fire service, emergency medical services, law enforcement, fire prevention, and life-safety programs. Our extensive experience spans a wide range of disciplines, enabling us to offer comprehensive solutions tailored to the unique needs of our clients.
Our team of consultants brings a wealth of expertise and has successfully executed numerous projects, including Master Plans, Strategic Plans, Emergency Operations Plans, Community Risk Assessments/Standards of Cover, Consolidation Feasibility Studies, EMS System Analyses, Staffing Studies, Agency Evaluations, Cost Recovery and Valuation Studies, and Fire Station Location Studies. We pride ourselves on our ability to deliver high-quality and actionable recommendations that drive positive change.
At AP Triton, we understand that traditional approaches to public safety may not always yield optimal results. That's why we prioritize innovative thinking and creative problem-solving. We believe that sustainable solutions require a forward-thinking mindset, and we bring our experience and expertise to help our clients overcome challenges and seize opportunities.
With our deep understanding of public safety departments of all sizes, AP Triton is uniquely positioned to address the specific needs of the City of Santa Fe Springs. Our consultants have decades of experience working with diverse organizations, and we leverage this knowledge to provide customized, practical, and effective solutions. We take the time to listen to our clients, understand their local issues, and develop strategies that promote long-term success.
Address: 1309 Coffeen Avenue
Suite 3178, Sheridan, WY 82801
Phone: 833.251.5824 (toll free)
E-Mail: [email protected]
Website: www.aptriton.com
The headquarters of AP Triton,
LLC is located in Sheridan,
Wyoming. Consultants and
other subject matter experts
(SME) are located throughout
the United States.
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By choosing AP Triton as your consulting partner, you gain access to a dedicated team that is committed to delivering exceptional results. We prioritize your goals, remain responsive to your needs throughout the engagement, and provide ongoing support even after project completion. Our dedication to client satisfaction sets us apart and makes us the ideal choice for the City of Santa Fe Springs's consulting needs.
When it comes to innovative solutions, unparalleled expertise, and a commitment to your success, AP Triton is the partner you can rely on. Let us help you transform your public safety operations and achieve your goals in the most efficient and sustainable way possible.
AP Triton’s Approach to Projects
AP Triton’s approach to projects demonstrates our deep understanding of your expectations.
With our extensive experience working with fire departments, fire districts, EMS organizations, and various emergency services agencies across diverse communities in the United States, we bring a wealth of knowledge and expertise to every engagement. Key elements of AP Triton’s methodology include:
• Thorough Understanding: We ensure a complete understanding of the project background, goals, objectives, and the complex issues that need to be addressed. This allows us to develop tailored solutions that align with your specific needs. • Comprehensive Scope of Work: We develop a well-designed and practical scope of work (SOW) and workplan that actively involve key stakeholders, leadership, and other relevant individuals. This collaborative approach ensures that all perspectives are considered and results in a robust project plan.
• Advanced Tools and Technologies: AP Triton leverages state-of-the-art GIS mapping, computer modeling, data analysis tools, and web-based communication technologies to enhance project outcomes. These sophisticated tools enable us to provide accurate analyses, insightful recommendations, and efficient collaboration. • Web-based Communication Platform: To facilitate seamless communication and collaboration throughout the project, we utilize secure cloud-based data-sharing applications to create an online project site. This platform allows the client and project team members to collaborate effectively. Additionally, we employ virtual conferencing software for client communications and presentations.
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• Subject Matter Experts: We engage experienced subject matter experts (SMEs) with indepth knowledge of the fire service, EMS, and other related emergency services disciplines. Our team also includes experts in GIS and data analysis, ensuring comprehensive expertise is applied to your project.
• Commitment to Timeliness: We are committed to delivering projects and deliverables within the requested timeline while maintaining high standards of quality. Our dedicated team works diligently to meet or exceed your expectations, ensuring timely completion. • Clear and Accessible Reports: We provide high-quality printed and bound reports that present clear contents and actionable recommendations. Our reports are designed to enable easy comprehension for clients, key stakeholders, and community members alike.
At AP Triton, we combine our extensive experience, advanced tools, collaborative approach, and commitment to excellence to deliver successful projects that meet your expectations.
Best Practices & National Standards
Based on the type of project and study requirements, AP Triton will refer to and utilize current industry best practices, along with relevant national standards promulgated by a wide variety of associations and organizations that develop consensus standards for the fire service, EMS, communications, and other related services. These may include the National Fire Protection Association (NFPA), Center for Public Safety Excellence (CPSE), Commission on Accreditation of Ambulance Services (CAAS), and other organizations.
AP Triton utilizes a multi-faceted approach to providing recommendations for our clients. The following encompasses our best practices:
• Understand client needs: AP Triton begins by thoroughly understanding the specific needs and goals of your agency. This allows us to tailor our recommendations accordingly. • Develop a work plan: AP Triton collaborates with the client to develop a work plan that outlines the goals, objectives, and action steps required to achieve desired outcomes of the project. This ensures the plan is realistic, measurable, and aligned with industry standards and best practices.
• Engage stakeholders: AP Triton involves key stakeholders, including elected officials, personnel, and management representatives, throughout the consulting process.
Stakeholder input and buy-in are crucial for the successful implementation and sustainability of any recommended changes.
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• Conduct a comprehensive assessment: AP Triton conducts a thorough assessment of the existing organization(s). We identify areas for improvement and prioritize them based on their impact and feasibility.
• Enhance operational efficiency: AP Triton identifies opportunities to optimize operational processes.
• Focus on continuous training and education: AP Triton emphasizes the importance of ongoing training and education. We promote a culture of continuous learning, keeping up with the latest industry advancements, protocols, and technologies. • Incorporate data-driven decision-making: AP Triton utilizes data and analytics to drive decision-making recommendations.
• Foster collaboration and partnerships: AP Triton encourages collaboration between agencies when possible. These relationships facilitate information sharing, coordination, and mutual support to enhance services and outcomes.
• Ensure compliance with regulations: AP Triton strives to stay current with local, state, and federal industry regulations.
• Monitor and evaluate progress: AP Triton assists our clients in establishing systems for monitoring and evaluating the implementation of our recommendations and the overall performance of your organization.
Every organization is unique; therefore, AP Triton adapts these best practices to fit the specific context and needs of your agency.
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PROJECT TEAM QUALIFICATIONS
AP Triton is dedicated to partnering with highly experienced and qualified public safety consultants. We have a diverse pool of individuals with extensive knowledge and expertise to meet a wide range of client needs. At AP Triton, we approach each project with unwavering commitment, treating it as our top priority. We are confident that AP Triton is the ideal choice to provide you with reliable Ambulance RFP Response Services solutions that cater to your present and future requirements.
Our Project Team boasts a wealth of experience across various locations throughout the United States. Our approach to assembling Project Teams is meticulous, considering each associate's background, education, experience, and expertise. This ensures that we match the right individuals to the specific tasks required to successfully address your agency's unique needs. As you will discover in the following biographies and resumes, each team member brings a distinct set of skills and valuable past experiences that will greatly benefit the Ambulance RFP Response Services for the City of Santa Fe Springs.
By choosing AP Triton, you gain access to our exceptional talent pool and a customized team equipped to deliver optimal solutions tailored to your specific requirements. We are committed to exceeding your expectations and providing you with unparalleled expertise and support throughout the project.
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Project Management Structure
AP Triton’s project teams have developed strong organizational skills and adaptability to effectively balance their workload and ensure successful outcomes across various engagements. AP Triton manages multiple projects simultaneously while ensuring high-quality work and meeting client expectations with the following strategies:
• Team: AP Triton customizes each team, matching our associates' skills and expertise to each client's specific needs. We delegate specific tasks or engage a team to assist with certain aspects of the project. By leveraging the expertise and skills of others, we can distribute the workload and maintain productivity.
• Time Management & Task Prioritization: Effective time management is crucial for consultants. They prioritize tasks, set deadlines, and allocate dedicated time blocks for each project. This helps them stay organized and focused on delivering results. • Project Planning: AP Triton creates work plans that outline key deliverables, milestones, and timelines for each project. This provides us with a clear roadmap and ensures we remain on track with our commitments.
• Effective Communication: Clear and proactive communication with clients is essential. AP Triton keeps our clients informed about project timelines, progress, and any potential challenges. This transparency fosters trust and helps us manage client expectations. • Leveraging Technology: Consultants utilize various tools and technologies to enhance their productivity and efficiency. Project management software, communication platforms, and collaborative tools enable seamless coordination, document sharing, and real-time updates.
• Efficient Work Processes: AP Triton is constantly evaluating quality assurance and quality improvement. We develop efficient work processes and methodologies based on our experience and industry best practices. We strive to streamline repetitive tasks, leverage templates and frameworks, and adopt standardized approaches to optimize our workflow. • Prioritization & Focus: AP Triton’s designated Project Manager is available for the duration of the assigned project. They lead the team and assist our associates and subject matter experts in prioritizing their tasks based on project urgency, client needs, and strategic importance.
• Collaboration: Our project teams do not operate in a silo. We possess a pool of expertise and resources. Our project teams collaborate to share insights, seek advice, and leverage collective knowledge to deliver high-quality results.
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Edmond A. Rodriguez, MS, BS, AS, CFO, CCRN
Project Manager
Summary of Qualifications
Mr. Rodriguez has over 34 years of fire service experience in small, medium, and large fire and EMS organizations. He is currently a licensed paramedic and registered nurse in California. He has extensive knowledge and is a proven leader in fire protection, the delivery of pre-hospital EMS, firefighter safety, budgeting, and quality improvement systems. Mr. Rodriguez’s experience includes developing funding streams to enhance services, EMS and fire delivery system design, and complex management issues affecting the modern fire department.
Chief Rodriguez has experience in Emergency Operations Center management positions during declared natural and human-caused disasters, including Command, Operations, and Logistics. He provides expert testimony on EMS care and delivery and negligence litigation.
Professional Development & Education
• Master of Science—Executive Fire Service
Leadership
• Bachelor of Science—Fire Science
• Associate Degree—Nursing
• Graduate—Executive Fire Officer program
Licensure & Certifications
• Certified California Fire Chief
• Certified Chief Fire Officer—CPSE
• Licensed Paramedic
• Critical Care Registered Nurse (CCRN)
Professional Experience
• 34 years in public safety experience, 9 years as
Fire Chief
• Incident Commander
• Operations Section Chief
• 37 years as an EMT, Flight Nurse, and
Paramedic
Associated Professional Accomplishments
• Past President—California Fire Chiefs
Association
• Past President—Monterey County Fire Chiefs
Association
• Chair—Monterey County Emergency Medical
Care Committee (EMCC)
• Fire Representative—Monterey County Grant
Authority-UASI
Project Experience
• Santa Barbara Ambulance RFP
• Sonoma County Ambulance RFP
• San Bernardino County Ambulance RFP
• State of Hawaii (Kauai), County Ambulance RFP
• San Diego City FD EMS Study
• City of San Jose FD EMS Valuation Study
• City of Buena Park Ambulance RFP
• Solano County Fire Chiefs EMS Study
• San Luis Obispo Fire Chiefs EMS Study
• Lake County Fire Chiefs EMS Study
• City of Santee, CRA, Long Range Plan
• Contra Costa County FPD Expert Witness Testimony
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Timothy E. Maybee
Senior Associate
Summary of Qualifications:
Tim has worked in the fire service, EMS, and EMS education for over 30 years with numerous levels of work assignments. He worked as the EMS Division Chief for Sacramento County Fire District and Sacramento Metropolitan Fire District and Retired in 2012 as Fire Captain/Paramedic.
Tim has a very strong skill set of experiences in both the administrative and operational levels. These include budgeting, personnel fact finding, CQI, union negotiations, and emergency management preparedness along with incident action planning. Consulting assignments have been throughout California, Washington, Texas and Nebraska.
Educational Background
• American River College, Sacramento, Associate of Science of Fire Technology • UC Davis Medical Center, Sacramento, EMT II-Paramedic education • California State Fire Marshal Office, Firefighter/Fire Officer certifications • National Fire Academy, Emmitsburg MD, EMS and Chief Officer courses Professional Experience
• Project Coordinator, AP Triton Consulting
• Paramedic, 911 responses and patient care for commercial ambulance companies • Adjunct faculty instructor, American River College, Paramedic and EMS Education program • Adjunct faculty instructor, National Fire Academy, EMS leadership courses and curriculum • Office of Homeland Security, Regional office Sacramento, Training Division • Fire service operational assignments; Firefighter/Paramedic, Division Chief EMS, Public Information Officer, Training Division, EMS Supervisor, Technical Rescue companies and Company Officer assignments.
Relevant Experience
• Local and regional emergency management task forces, working on Incident Action Plans • EMS related committees at the local, state, and national levels • Curriculum design at the National Fire Academy, Advanced Issues in EMS Leadership • Extensive experience in implementation and operations of fire-based EMS transport programs • Chair EMS Officers, Sacramento County Fire Chiefs Association Associated Professional Accomplishments:
• Guest speaker at JEMS EMS Today and Fire Rescue West conferences • Working task force groups at the local, state, and national levels, fire service position papers • Lead labor representative for union negotiations
• Implementation of American River College paramedic education program • Implementation of Task Force-7 CA, Urban Search and Rescue team • EMS, Subject Matter Expert at the local, state, and national levels A M B U L A N C E R F P R E S P O N S E S E R V I C E S | C I T Y O F S A N T A F E S P R I N G S 20 |
Bob Barry, BS
Senior Associate
Summary of Qualifications
Bob Barry began his EMS career as an EMT in 1980. He brings over 40 years of experience in private sector EMS specializing in ambulance service operations. Bob’s career includes significant and diverse professional experience and high-level leadership in the areas of business strategy, ambulance operations, deployment, business development, revenue cycle management, and government and public relations.
Bob is a seasoned business professional who achieves exceptional results by utilizing collaborative leadership, team development, and solutions-oriented strategic planning. He is a skilled negotiator and problem solver with a proven track record of success.
Work Experience
• LIFEwest Southern California—Managing Director
• FALCK—Director of Business Development and Government Affairs • CARE Ambulance Service—Director
Education
• BS in Business Administration, California State University Fullerton, 1987 Career Milestones
• Successful 911 Ambulance RFP Award—2017 LA County EMS Zones C, D, and E • Successful 911 Ambulance RFP Award—2014 OC County EMS Zones B, C, D, and E • Successful 911 Ambulance RFP Award—2009 City of Santa Ana • Successful 911 Ambulance RFP Award—2006 LA County EMS Zone C • Successful 911 Ambulance RFP Award—2004 City of Fullerton Professional Affiliations
• California Ambulance Association—Past President
• Public Relations Society of America—Member
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Don Trapp
EMS Division Manager
Summary of Qualifications
With a distinguished career spanning 35 years in Public Safety, Mr. Don Trapp stands as a respected leader and innovator in the field. His vast experience encompasses over nine years in senior Fire Chief Officer roles, where he has made significant contributions to the development and implementation of comprehensive fire and emergency services plans.
Mr. Trapp's leadership extends beyond crafting essential policies and procedures. He has adeptly facilitated the acceptance of these critical plans through collaboration with various governing bodies.
His mastery in developing and implementing emergency, strategic, master plans, and succession management processes has been instrumental in streamlining departmental operations and enhancing efficiency.
His specialized expertise in Standards of Cover Analysis, Fees for Service and Cost Recovery Programs, and Advanced Life Support (ALS) Program Development shines through both transport and engine company-based organizations. With a quarter of a century spent as a Paramedic, including the management of EMS operations comprising over 60 paramedic units and 14 ambulances, Mr. Trapp's extensive knowledge in EMS system performance, funding, billing, and staffing sets him apart as an industry authority.
Work Experience
• San Bernardino County Fire Protection District, CA—Firefighter/Paramedic to Fire Chief • San Bernardino County Professional Firefighters, CA—Executive Vice-President • Hemet Valley Ambulance Service, CA—Paramedic
• CAL FIRE Riverside County Fire, CA—PCF Fire Apparatus Operator Education
• Columbia Southern University—AS Fire Science
• California State Fire Officer
• Paramedic
• Background Investigator
• Reserve Peace Officer
Significant Projects
• City of San Bernardino Annexation through LAFCO
• Implemented Single Role Non-Safety Ambulance Operator Program • City of Upland Annexation through LAFCO
• City of Victorville Contract for service and transition • Negotiated initial response ALS air resource contract with REACH Professional Affiliations
• California Fire Chiefs Association
• Metropolitan Fire Chiefs Association
• FIRESCOPE—Operations
• League of California Cities
• Foresters and Fire Wardens
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Melissa Vazquez Swank MA, BA
Senior Associate/Director of Project Operations
Summary of Qualifications
With a demonstrated professional journey spanning over a decade, Melissa Vazquez Swank has become a venerated figure in project management and administration.
Her specialization lies in handling the multifaceted administrative aspects of projectrelated assignments. This includes the meticulous planning, precise tracking, and robust documentation of numerous projects from inception at the Request for Proposal (RFP) phase through to a successful closeout.
As Director of Project Operations with over 10 years of experience, Melissa's contribution to business transcends conventional roles. She is dedicated to ensuring that all products not only meet but often exceed professional standards. Her proactive approach in enhancing project efficiency, through the reduction of time and elimination of product waste, stands as a testimony to her commitment to excellence.
Melissa's professional acumen, attention to detail, and comprehensive training equip her to provide unmatched project management support. Her passion for accuracy, fact-checking, and optimal performance permeates every facet of her professional endeavors, aligning with AP Triton's commitment to innovative and high-quality solutions.
Professional Development & Education
• Portland State University: MA, Public History/Native American History, 2010–2013 • Portland State University: BA, History, 2007–2009
Professional Experience
• AP Triton: Director of Project Operations, November 2022–Present • AP Triton: Professional Services Manager, September 2021–October 2022 • 3:17 Associates: Owner, Principal Consultant, 2021–Present • Emergency Services Consulting International (ESCI): Various roles including Quality Assurance & Recruitment Specialist, January 2020–August 2021; Recruitment Specialist, July 2017–January 2020; Technical Proofer and Quality Assurance Specialist, March 2015–January 2020 • Portland State University: Adjunct Research Assistant, December 2015–2018 • Freelance: Virtual Assistant, December 2014–Present
• Emergency Services Consulting International (ESCI): Project Administrator, Sept. 2013–June 2014 Project Experience
• Alameda City FD, CA: CRA-SOC
• Central FD (Santa Cruz County, CA): Master Plan & Strategic Plan • Napa County FD, CA: Master Plan
• Pasco FD, WA: Master Plan & Strategic Plan
• Redmond FD, OR: Master & Strategic Plan
• Santa Barbara FD: CRA-SOC
• Santa Clara LAFCO, CA: MSR-SOI Update
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Laurie Cantus, BS
Project Support
Summary of Qualifications
Laurie Cantus is an experienced administrative professional with over 24 years of experience in various roles. During her 12 years of military service, she honed her ability to lead and work collaboratively with others, demonstrating a strong commitment to both leadership and teamwork. She has superb organizational skills, creative approaches to problem-solving, and easily works with diverse groups of people and personalities.
She is highly observant and detail-oriented, and is the go-to “can you check this before I send it out?” person amongst her friends and family. Laurie works in Microsoft Word and PowerPoint at an expert level (and has pushed almost every button on every menu).
Laurie brings a wealth of professional experience to the table and is adept at handling tight or changing deadlines with ease. With a dedication to accuracy and precision, she takes great pride in ensuring that every project she works on is completed to the highest standard. Her commitment to delivering outstanding project support is second to none.
Professional Development & Education
• University of Phoenix, BS, Human Services Management, 2006 Professional Experience
• Project Support, AP Triton, 8/2022–Present
• Owner, Go2Girls (www.yourgotogirls.com), 8/2006–Present • Executive Assistant/Special Projects, Warnaco Swimwear Group, 5/2003–8/2006 • Broadband Technician, AT&T Broadband, 12/2001–10/2002 • BNCOC Instructor, U.S. Army Reserves, 11/2001–8/2005
• Wire Systems Installer/Supervisor/Administrative Specialist, U.S. Army, 2/1995–11/2001 • Wire Systems Installer, Colorado National Guard, 6/1993–2/1995 Other Project Experience
• San Bernardino FD—RFP for Exclusive Ambulance Services Provider • Napa County FD—Master Plan
• Carson City FD—EMS Study
• Sonoma County FD—RFP for Exclusive Ambulance Services Provider • LAFCO Milpitas Profile
• San Ramon Valley—CRA-SOC
• Derby FD—Staffing & Operational Study
• Santa Barbara FD—CRA-SOC
• San Mateo FD—CRA-SOC
• Santa Barbara FD—RFP for Exclusive Ambulance Services Provider • Alameda County—Transportation & Optimization Study
• San Bruno FD—CRA-SOC
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PROJECTS & EXPERIENCE
The following is a partial list of AP Triton’s current and former clients. An expanded list can be provided upon request.
• Aberdeen Fire Department (WA) • Golden Fire Department (CO) • City of Alameda Fire Department (CA) • Grand River Regional Ambulance (MO) • Alameda County FPD (CA) • Gray’s Harbor Fire District #5 (WA) • Alameda County Fire Chiefs Association (CA) • Hawaii Fire Chiefs Association (HI) • Alaska Fire Chiefs Association (AK) • Hermosa Beach Fire Department (CA) • Albany Fire Department (OR) • Huntington Beach Fire Department (CA) • Anaheim Fire and Rescue (CA) • Idaho Fire Chiefs Association (ID) • Berkeley Fire Department (CA) • Kennewick Fire & Ambulance (WA) • Bethel Fire Department (AK) • Kern County Fire Department (CA) • Blaine County (ID) • Lake Ozark FPD (MO)
• Brattleboro Fire Department (VT) • La Verne Fire Department (CA) • Brea Fire Department (CA) • Lincoln Fire & Rescue (NE) • Brigham City Fire Department (UT) • City of Long Beach (CA) • Fremont Fire Department (CA) • Milwaukee Fire Department (WI) • California Fire Chiefs Association (CA) • City of Napa Fire Department (CA) • California Metro Chiefs Association (CA) • City of Pflugerville (TX) • Carlsbad Fire Department (CA) • Placer LAFCO (CA)
• Carroll County Ambulance District (MO) • San Bernardino County JPA (CA) • Carson City Fire Department (NV) • City of San Diego Fire Department (CA) • Central Jackson County FPD (MO) • Santa Barbara County Fire Chiefs Association (CA) • Central Fire District of Santa Cruz County (CA) • Santa Clara LAFCO (CA) • Central Kitsap Fire & Rescue (WA) • Santa Cruz County Fire Department (CA) • Central Pierce Fire Protection (WA) • Santa Cruz LAFCO (CA) • Chariton County Ambulance District (MO) • Seattle Fire Department (WA) • Chico Fire Department (CA) • Solano County Fire Chiefs Association (CA) • Chula Vista Fire Department (CA) • Sonoma County Fire District (CA) • City of Costa Mesa Fire Department (CA) • Sonoma Valley Fire Department (CA) • Coalinga Fire Department (CA) • Stockton Fire Department (CA) • Contra Costa County FPD (CA) • Sunnyside Fire Department (WA) • Cowlitz 2 Fire & Rescue (WA) • Tacoma Fire Department (WA) • DeKalb County Fire Rescue (GA) • Tualatin Valley Fire & Rescue (OR) • City of Downey Fire Department (CA) • Ukiah Valley Fire Authority (CA) • Douglas Okanogan County FD 15 (WA) • Utah Fire Chiefs Association (UT) • El Dorado Hills Fire Department (CA) • Vacaville Fire Department (CA) • Fort Myers Fire Department (FL) • Valley Center Fire Protection District (CA) • Eureka Fire Protection District (MO) • Ventura County Fire Department (CA) • Fairfield Fire Department (CA) • Washington Fire Chiefs Association (WA) • Fort Myers Fire Department (FL) • Watsonville Fire Department (CA) • City of Fresno Fire Department (CA) • Webster Fire Department (TX) • Fullerton Fire Department (CA) • Whitefish Fire Department (MT) • Gig Harbor/Pierce FD #5 (WA) • Williston Fire Department (VT) A M B U L A N C E R F P R E S P O N S E S E R V I C E S | C I T Y O F S A N T A F E S P R I N G S 25 |
Project Types
The following is a partial list of projects in which the members of the Project Team for this study have either served as the Project Manager or participated in. Our team has participated in dozens of studies throughout the United States.
Project Description Organization
• Ambulance Services Optimization Study: Alameda County Fire Chiefs Association (CA) • Ambulance Services Optimization Study: Santa Barbara County Fire Department (CA) • Ambulance Services Study: Modesto FD/Stanislaus County OES (CA) • Ambulance Services RFP: Sonoma County Fire District (CA) • Annexation Study (three districts): Contra Costa County FPD (CA) • BLS Ambulance System Valuation: Seattle Fire Department (WA) • Community Risk Assessment/SOC: Coalinga Fire Department (CA) • Community Risk Assessment/SOC: Davidson Fire Department (NC) • Community Risk Assessment/SOC: La Verne Fire Department (CA) • Community Risk Assessment/SOC: Medford Fire Department (OR) • Community Risk Assessment/SOC: San Ramon Valley Fire Protection District (CA) • Community Risk Assessment/SOC: Santa Barbara (City) Fire Department (CA) • Community Risk/Service Delivery Analysis: Santee Fire Department (CA) • Consolidation Feasibility Study: Elk Creek Fire Protection District (CO) • Cooperative Services Study: Clifton FPD/Grand Junction FD (CO) • Countywide Fire Service Review: Santa Clara LAFCO (CA) • Emergency Operations Plan: Carolina Panthers, Bank of America Stadium • EMS Feasibility & Optimization Study: Webster Fire Department (TX) • EMS Feasibility Study: Brattleboro Fire Department (VT) • EMS Optimization Study: Burbank Fire Department (CA)
• EMS Optimization Study & Transition Plan: Carson City Fire Department (NV) • EMS Strategic Assessment & Analysis: City of Ontario/San Bernardino County (CA) • EMS Sub-Contractor RFP Response: CONFIRE JPA (CA)
• EMS Sub-Contractor RFP Response: Santa Barbara County Fire Department (CA) • EMS Optimization and Feasibility Study: San Diego Fire Department (CA) • EMS System Evaluation: Truckee Meadows Fire Protection District (NV) • Financial Analysis: Long Beach Fire Department (CA)
• EMS System Valuation: San Luis Obispo Fire Chiefs Association (CA) • EMS Transportation & Optimization Study: Alameda County Fire Chiefs Association (CA) A M B U L A N C E R F P R E S P O N S E S E R V I C E S | C I T Y O F S A N T A F E S P R I N G S 26 |
Project Description Organization
• EMS Transportation & Optimization Study: Solano County Fire Chiefs Association (CA) • Facilities Master Plan: Redmond Fire Department (OR)
• Fire Department Cooperative Services Study: Golden/Fairmount/Pleasant View FDs (CO) • Fire District Consolidation Study: Clackamas Fire District 1 (OR) • Fire Services Analysis: Williston Fire Department (VT) • Fire Services Special Study: Santa Cruz LAFCO (CA)
• Fire Station Location Study: Portland Fire Department (TX) • Fire Station & CRA/SOC Study: Montecito FPD (CA)
• Fire/EMS Assessment: Pflugerville Fire Department (TX) • First Responder Fee Study: Merced Fire Department (CA) • First Responder Fee Study: Napa Fire Department (CA)
• First Responder Fee Study: Truckee Meadows Fire Protection District (NV) • Long-Range Fire Department Master Plan: Templeton Fire & Emergency Services (CA) • Long-Range Master Plan: Fairfield Fire Department (CA) • Management Audit: Menlo Park Fire Protection District (CA) • Master Plan: American Canyon Fire Protection District (CA) • Master Plan: Orting Valley Fire-Rescue (WA)
• Master Plan: Whitefish Fire Department (MT)
• Master Plan & Community Risk Assessment: Brigham City Fire Department (UT) • Master Plan & CRA-SOC: Central Fire District of Santa Cruz County (CA) • Master Plan & Strategic Plan: Redmond Fire & Rescue (OR) • Organizational & Operational Analysis: City of Napa Fire Department (CA) • Municipal Service Review & SOI Study: Placer LAFCO (CA) • Municipal Service Review & SOI Study: Nevada LAFCO (CA) • Optimization Study: Alameda County Fire Chiefs Association (CA) • Organizational Analysis: Grand Junction Fire Department (CO) • Prevention Fee Study: Suisun City Fire Department (CA) • Regional Ambulance Study: Eastern Placer County JPA (CA) • Staffing Study & Operational Analysis: Derby Fire Department (KS) • Strategic Plan: Aspen Fire Department (CO)
• Strategic Plan: Blaine County Ambulance Service District (ID) • Strategic Plan: Davidson Fire Department (NC)
• Strategic Plan: Central Fire District of Santa Cruz County (CA) • Valuation Study: Pflugerville Fire Department (TX)
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CLIENT REFERENCES
The following are several references and projects out of the hundreds of projects and studies previously completed by AP Triton. Additional references can be provided.
San Luis Obispo Fire Chiefs Association (California)
Project Title & Description: Emergency Medical Services System Valuation San Luis Obispo County Fire Chiefs Association (SLOCFCA) contracted AP Triton (AP Triton) to analyze the value of the ground ambulance transport system within the county. To thoroughly model the Ground Emergency Medical Transportation (GEMT) and Intergovernmental Transfer (IGT) reimbursements, AP Triton used the San Luis Obispo County operating area for first responder and ambulance costs and revenue projections as a data-driven model. AP Triton provided an estimate for GEMT and IGT reimbursement and a solid valuation of the entire ambulance transport system.
Contact Name/Title: Steve Lieberman, Fire Chief Year: 2022 Client Phone: 805.473.5490 Status: Complete
Client E-Mail: [email protected]
Webster Fire Department (Texas)
Project Title & Description: EMS Feasibility & Optimization Study AP Triton, LLC (AP Triton) recognizes that the City of Webster Fire Department (WFD) desires to retain a qualified and experienced consulting firm to conduct an EMS Feasibility Study with specific, actionable, and quantifiable benchmarks, and subsequently make recommendations specifically for the WFD in terms of the best staffing model for the current and future needs of the community.
Client Contact: Dean Spencer, Fire Chief Year: 2022
Client Phone: 281-316-3744 Client E-Mail: [email protected] Project Manager: Richard Buchanan Status: Completed
Brattleboro Fire Department (Vermont)
Project Title & Description: EMS Feasibility Study & Operations Analysis AP Triton conducted an EMS Feasibility Study with specific, actionable, and quantifiable benchmarks, and subsequently made recommendations in terms of the best staffing model for the current and future needs of the community. The study and detailed analyses provided the BFD with assistance in identifying the costs, risks, and vulnerabilities associated with staffing paramedic EMS ambulance services for the Brattleboro Fire Department and made recommendations for future staffing and service delivery needs of both the EMS service, as well as the fire response for the Town and community.
Client Contact: Chief Leonard Howard Year: 2022
Client Phone: 802-254-4831 Client E-Mail: [email protected] Project Manager: Rich Buchanan Status: Completed
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Sonoma County Fire District (California)
Project Title & Description: Ambulance Subcontractor RFP Development, Process, & Response Sonoma County Fire District retained AP Triton to design and develop a Request for Proposals for an ambulance services provider, assist in the RFP process, and provide subject matter expertise support during the written submission evaluations and the oral presentation evaluations, and assist with the contracting of a selected provider. In addition, AP Triton provided consulting services and assistance to Sonoma County Fire District in the development and preparation of a response to an RFP from Sonoma County for emergency ambulance transportation services. Sonoma County Fire District was the successful bidder on the County’s RFP.
Contact Name/Title: Mark Heine, Fire Chief Years: 2021–2023 Client Phone: 707.838.1170 Status: Complete
Client E-Mail: [email protected]
City of San Diego Fire & Rescue (California)
Project Title & Description: EMS Optimization & Feasibility Study The City of San Diego Fire and Rescue contracted AP Triton to review the ambulance transport system within the city. AP Triton’s report provides an in-depth review of the current contract, performance of the contractor, correspondence between the City of San Diego and Falck, and options for contract amendments, or emergency actions to ensure continued public safety.
San Diego Fire and Rescue has additionally retained AP Triton to conduct a comprehensive study of the various components that comprise the EMS delivery system of the San Diego Fire-Rescue Department (SDFRD). The study will result in a detailed analysis and recommendations including, but not limited to, system models that would produce increased efficiency, cost-effectiveness, operational and patient-care quality improvement, long-term sustainability, and more.
Contact Name/Title: Jodie Pierce, Deputy Fire Chief EMS Year: 2021– Client Phone: 619-279-4467 Status: Ongoing
Client E-Mail: [email protected]
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CLIENT TESTIMONIALS
• [AP Triton] communicated clear timelines from the outset and provided multiple opportunities for us to clarify and adjust the scope of our project. Most impressively, the AP Triton team remained responsive and assisted the Seattle Fire Department well beyond the completion of our evaluation. AP Triton’s reputation as a leader in the industry is well earned.
—Harold D. Scoggins, Fire Chief, Seattle Fire Department, Washington • Exceptional product and process! Very pleased with the experience with AP Triton. The Project Manager and Project Team were extremely knowledgeable, professional, and exceptional to work with. I would like to bring them back for more projects in the future.
—Mandy Pomeroy, County Administrator, Blaine County, Idaho • It was a pleasure working with your staff. [Our Project Manager] did a fantastic job, and the others on the team were very good to work with. All were knowledgeable and experienced in their fields. The well-rounded team ensured a complete and accurate report. We hope to work with your team again in the future.
—Brandon Thueson, Fire Chief, Brigham City Fire Department, Utah • The AP Triton team provided well-researched information that I believe will help my Commission make informed decisions. My Commission was pleased with the outcome of the financial analysis and recently contracted AP Triton for a much more comprehensive study.
—Michelle McIntyre, Executive Officer, Placer County LAFCO, California • I highly recommend them to any fire department or EMS agency looking to get perspective from consultants that use data and many years of experience and wisdom to make informed determinations. It is obvious that they know their stuff.
We are very pleased with the results.
—Jeremiah Jones, Deputy Fire Chief, North View Fire District, Utah A M B U L A N C E R F P R E S P O N S E S E R V I C E S | C I T Y O F S A N T A F E S P R I N G S 30 |
AP TRITON’S CERTIFICATES OF
INSURANCE & LITIGATION
AP Triton, LLC maintains liability insurance as shown in the following pages. AP Triton has no past and/or pending litigation or unresolved lawsuits. Since AP Triton utilizes an entirely independent pool of contractors, we are exempt from carrying Workers’ Compensation insurance. Each of our contractors carries their own liability insurance.
Conflict of Interest Statement
AP Triton has neither directly nor indirectly entered into any agreement, participated in any collusion or collusion activity, or otherwise taken any action which in any way restricts or restrains the competitive nature of this solicitation including, but not limited to, the prior discussion of terms, conditions, pricing, or other offer parameters required by this solicitation.
AP Triton is not presently suspended or otherwise prohibited by any government from participating in this solicitation or any other contract to follow thereafter. Neither AP Triton nor anyone associated with AP Triton has any potential conflict of interest because of or due to any other clients, contracts, or property interests in this solicitation or the resulting project. If a conflict of interest is identified in the provision of services, AP Triton will immediately notify the client in writing.
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1309 Coffeen Avenue, Suite 3178 • Sheridan, WY 82801 • 833.251.5824 • www.aptriton.com June 26, 2025
Fire Chief Chad A. Van Meeteren
City of Santa Fe Springs
11700 Telegraph Road
Santa Fe Springs, CA 90670
[email protected]
Re: Sole Source Justification—Los Angeles County RFP Response Assistance Dear Chief Van Meeteren:
With appreciation for our continuing partnership, AP Triton respectfully submits this Sole Source Justification to support the City of Santa Fe Springs in preparing a response to a Los Angeles County Request for Proposals (RFP) for emergency ambulance transportation services. Having already conducted the City’s EMS Transportation and Optimization Study, AP Triton is uniquely qualified to serve as your exclusive partner in this next critical phase.
Unmatched Continuity and System Familiarity
Our recent EMS Transportation and Optimization Study for Santa Fe Springs involved an indepth evaluation of the feasibility of the City becoming its own 911 ambulance transport provider under a newly proposed Exclusive Operating Area (EOA). The study included:
• An operational and financial assessment of current ALS service delivery; • Forecasts of service demand and unit utilization to determine the potential need for a second ALS squad company;
• Development of five EMS transport service delivery models—including sworn, nonsworn, hybrid, and subcontracted systems; • Detailed cost and revenue projections for each model, including unit hour costs and net revenue recovery estimates;
• Strategic recommendations for staffing, EMS system design, and deployment planning.
The findings concluded that the City could operate a sustainable and high-performing ambulance service without requiring general fund subsidies, provided the selected model aligned with evolving service demands and maintained flexibility to adjust to future countylevel contracting requirements. 1309 Coffeen Avenue, Suite 3178 • Sheridan, WY 82801 • 833.251.5824 • www.aptriton.com AP Triton’s analyses and recommendations have positioned the City of Santa Fe Springs to successfully respond to the anticipated Los Angeles County EMS Agency RFP for its own EOA.
As the firm that developed the foundational planning and financial modeling, AP Triton is uniquely qualified to assist the City in preparing a compelling and compliant RFP response.
Exclusive Experience in EMS RFP Development and Response AP Triton has an established record of assisting fire agencies across California in successfully responding to County-level ambulance RFPs and in developing subcontractor agreements that enhance public safety service delivery. Our work includes:
• Sonoma County Fire District: Development of subcontractor RFP and successful County proposal response.
• Santa Barbara County Fire Department: RFP development and successful system bid support.
• CONFIRE JPA: San Bernardino County RFP response development. • Contra Costa County Fire: Ambulance Subcontractor RFP (2014, 2024), Response to County RFP (2015)
• Solano County Fire Chiefs: County Subcontractor RFP (2024) • San Louis Obispo County Fire Chiefs: County Subcontractor RFP (2025) • City of Westminster: Ambulance Contractor RFP (2025)
In each of these cases, we provided comprehensive consulting services—ranging from operational planning and system modeling to fee development and legal defensibility reviews. Our role often includes crafting compelling, data-driven narratives that clearly articulate the agency’s value proposition within a competitive procurement environment.
Proven EMS System Design and Optimization Leadership
AP Triton is the only consulting firm in California that has led the full lifecycle of EMS system design—from cost recovery analysis to service implementation—across both public and public-private models. Our leadership in the development of the GEMT and PP-GEMT programs further underscores our expertise in sustainable EMS financing. 1309 Coffeen Avenue, Suite 3178 • Sheridan, WY 82801 • 833.251.5824 • www.aptriton.com Strategic Positioning for Countywide RFP Success
Given the competitive nature of County EMS procurements, it is critical that Santa Fe Springs present a response grounded in operational credibility, financial prudence, and community responsiveness. No other firm is better positioned to help craft such a response. We have already developed foundational materials and analyses specific to your City that can be readily expanded and refined to meet the County’s RFP specifications.
Based on our extensive history with your EMS system and unmatched experience with Countylevel EMS RFPs, AP Triton is the sole source consultant capable of delivering the required support with the efficiency, depth, and precision this effort demands. We are committed to ensuring your continued success in providing exemplary EMS services to the residents of Santa Fe Springs and the surrounding region.
Please do not hesitate to contact Melissa Vazquez Swank, Director of Project Operations, at [email protected] or (503) 708-4282 for additional information or next steps.
With gratitude for your continued trust,
Kurt Latipow
Chief Executive Officer
CITY OF SANTA FE SPRINGS
PROFESSIONAL SERVICES AGREEMENT
WITH
AP TRITON, LLC
This Professional Services Agreement (“Agreement”) is made and effective as of August 20, 2025 (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and AP Triton, LLC (“Consultant”). For the purposes of this Agreement, City and Consultant may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to City or Consultant interchangeably, as appropriate.
RECITALS
WHEREAS, City requires professional consulting services for City’s response to Request for Proposals (RFP): Ambulance Service Response to Los Angeles County RFP (collectively, the “Project”); and
WHEREAS, City staff has determined that Consultant possesses the experience, skills, and training necessary to competently provide such services to City; and WHEREAS, the execution of this Agreement was approved by the City of Santa Fe Springs City Council (“City Council”) at its Regular Meeting of August 19, 2025, under Agenda Item No. _____;
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:
AGREEMENT
1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until August 20, 2028 (“Term”), or until services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement. This Agreement may be extended for two (2) additional, one (1) year term, if mutually agreed upon in writing.
2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services and tasks described and set forth in the Consultant’s Proposal, attached hereto as Exhibit A, incorporated herein as though set forth in full (“Scope of Work”). Consultant further agrees to furnish to City all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Work. Consultant shall complete the services and tasks set forth in the Scope of Work according to any schedule of performance set forth in this Agreement and by the City. To the extent that Exhibit A contains provisions inconsistent with this Agreement, the provisions of this Agreement shall govern. For the purposes of this Agreement, the aforementioned services and tasks set forth in the Scope of Work shall hereinafter be referred to generally by the capitalized term “Work.”
3. PERFORMANCE
A. Time is of importance for this Agreement and every provision contained herein.
The Work shall commence upon mutual consent of the Parties subsequent the City’s issuance of a written Notice to Proceed. Consultant shall perform the various tasks identified in, and within the timeframes set forth in, the Scope of Work, and shall complete all of the Work in accordance with the schedule and timeline established by the Parties;
B. Consultant shall, at all times, faithfully, competently and to the best of Consultant’s ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant under this Agreement;
C. Consultant shall not claim or be entitled to receive any compensation or damage because of the failure of Consultant, or its subconsultants, to have related services or tasks completed in a timely manner;
D. Consultant shall at all times enforce strict discipline and good order among Consultant’s employees; and
E. Consultant, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
4. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed Two Hundred Thirty-Eight Thousand Four Hundred Sixty-Three Dollars ($238,463.00) (the “Not-to-Exceed Sum”), per fiscal year (July 1st – June 30th), during the Term of this Agreement, unless additional payment is first approved as provided in this Agreement. In the event Consultant’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of this Agreement, City may suspend Consultant’s performance for the relevant Work pending City approval of any anticipated expenditures in excess of the Notto-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.
B. Consultant shall not be compensated for any Work rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager or his/her designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.
C. The Not-to-Exceed Sum will be paid to Consultant in monthly increments as the Work is completed. Following the conclusion of each calendar month, Consultant will submit to City an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, City will notify Consultant in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, City will pay all undisputed amounts included on the invoice. City will not withhold applicable taxes or other authorized deductions from payments made to Consultant.
D. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Work.
5. ACCOUNTING RECORDS
Consultant will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. City will have the right to access and examine such records, without charge, during normal business hours. City will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.
B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.
7. ABANDONMENT BY CONSULTANT
In the event Consultant ceases to perform the Work agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Work, Consultant will deliver to City immediately and without delay, all materials, records and other work product prepared or obtained by Consultant in the performance of this Agreement. Furthermore, Consultant will only be compensated for the reasonable value of the services, tasks and other Work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which City may incur as a result of Consultant’s cessation or abandonment.
8. CITY’S REPRESENTATIVE
City hereby designates the City Manager (the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or his/her designee will act on behalf of the City for all purposes under this Agreement.
Consultant will not accept directions or orders from any person other than the City Representative or his/her designee.
9. CONSULTANT REPRESENTATIVE
Consultant hereby designates Holland Miller, National Sector Account Manager, to act as its representative for the performance of this Agreement (the “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. Consultant Representative or his/her designee will supervise and direct the performance of the Work, using his best skill and attention, and will be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Agreement. Notice to the Consultant Representative will constitute notice to Consultant.
10. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS Consultant agrees to work closely with City staff in the performance of the Work and this Agreement and will be reasonably available to City staff and the City Representative at all reasonable times. All work prepared by Consultant will be subject to inspection and approval by City Representative or his or her designees.
11. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
Consultant represents, acknowledges and agrees to the following:
A. Consultant will perform all Work skillfully, competently and to the highest standards of Consultant’s profession;
B. Consultant shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the City to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the City’s authorized representative;
C. Consultant will perform all Work in a manner reasonably satisfactory to the City; D. Consultant will comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). Consultant shall be liable for all violations of such laws and regulations in connection with Services. If Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom;
E. Consultant understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of Consultant’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by Consultant; and
G. All of Consultant’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals will be maintained throughout the term of this Agreement and made available to City for copying and inspection.
The Parties acknowledge and agree that Consultant will perform, at Consultant’s own cost and expense and without any reimbursement from City, any services necessary to correct any errors or omissions caused by Consultant’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of Consultant’s employees, agents, contractors, subcontractors and subconsultants. Such effort by Consultant to correct any errors or omissions will be commenced immediately upon their discovery by either Party and will be completed within seven (7) calendar days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that City’s acceptance of any work performed by Consultant or on Consultant’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of Consultant, including but not limited to the representation that Consultant possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of Consultant’s profession.
12. ASSIGNMENT
The skills, training, knowledge and experience of Consultant are material to City’s willingness to enter into this Agreement. Accordingly, City has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by Consultant or on behalf of Consultant in the performance of this Agreement. In recognition of this interest, Consultant agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement or the performance of any of Consultant’s duties or obligations under this Agreement without the prior written consent of the City. In the absence of City’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
13. SUBSTITUTION OF KEY PERSONNEL
Consultant has represented to City that certain key personnel will perform and coordinate the Services under this agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the CITY. The key personnel for performance of this Agreement are as follows: See Exhibit B.
14. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR
The Work will be performed by Consultant or under Consultant’s strict supervision.
Consultant will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with Consultant’s competent and timely performance of the Work contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of City’s confidential or proprietary information. Any additional personnel performing the Work under this Agreement on behalf of Consultant are not employees of City and will at all times be under Consultant’s exclusive direction and control. Consultant will pay all wages, salaries and other amounts due to such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like.
Consultant will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like.
15. REMOVAL OF EMPLOYEES OR AGENTS
If any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to Consultant, a threat to persons or property, or if any of Consultant’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Work in a manner acceptable to the City, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by Consultant and will not be reassigned to perform any of the Work.
16. COMPLIANCE WITH LAWS
Consultant will keep itself informed of and in compliance with all applicable federal, state or local laws to the extent such laws control or otherwise govern the performance of the Work. Consultant’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements, Federal Labor Standards Provisions including the prevailing wage requirements of the DBRA, and all applicable regulations of the U.S. Department of Housing and Urbanization.
17. NON-DISCRIMINATION
Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such nondiscrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
18. INDEPENDENT CONTRACTOR STATUS
The Parties acknowledge, understand and agree that Consultant and all persons retained or employed by Consultant are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of City. Consultant will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. Consultant and all persons retained or employed by Consultant will have no authority, express or implied, to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of, or against, City, whether by contract or otherwise, unless such authority is expressly conferred to Consultant under this Agreement or is otherwise expressly conferred by City in writing.
19. INSURANCE
Prior to the beginning of and throughout the duration of the Work, Consultant will procure and maintain policies of insurance that meet the requirements and specifications set forth in Exhibit C. Consultant will procure and maintain the required insurance coverage, at its own expense.
20. INDEMNIFICATION
A. The Parties agree that City and City’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify, defend and protect City as set forth herein.
Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents or volunteers.
B. To the fullest extent permitted by law, Consultant shall indemnify, hold harmless and defend the City Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with Consultant’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the City.
C. City shall have the right to offset against the amount of any compensation due to Consultant under this Agreement, any amount due to City from Consultant as a result of Consultant’s failure to either pay City promptly for any costs associated with Consultant’s obligations to indemnify the City Indemnitees under this Section, or related to Consultant’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.
D. The obligations of Consultant under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Consultant expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers.
E. Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. In the event Consultant fails to obtain such indemnity obligations from others as required herein, Consultant agrees to be fully responsible and indemnify, hold harmless and defend City and City’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.
F. City does not and shall not waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
G. This Section and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity.
21. TERMINATION WITHOUT CAUSE
City may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of City’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, Consultant will be compensated only for those services and tasks which have been performed by Consultant up to the effective date of the termination. Consultant may not terminate this Agreement except for cause as provided under Section 22, below.
If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data, as defined in Section 25, below, and other information of any kind prepared by Consultant in connection with the performance of the Work. Consultant will be required to provide such Documents and Data within fifteen (15) calendar days of City’s written request. No actual or asserted breach of this Agreement on the part of City pursuant to Section 22, below, will operate to prohibit or otherwise restrict City’s ability to terminate this Agreement for convenience as provided under this Section.
22. EVENTS OF DEFAULT; BREACH OF AGREEMENT
A. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth herein, or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. Consultant will cure the Event of Default within the following time periods:
i. Within ten (10) business days of City’s issuance of a Default Notice for any failure of Consultant to timely provide City or City’s employees or agents with any information and/or written reports, documentation or work product which Consultant is obligated to provide to City or City’s employees or agents under this Agreement. Prior to the expiration of the 10-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this subsection B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or
ii. Within fourteen (14) calendar days of City’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, Consultant may submit a written request for additional time to cure the Event of Default upon a showing that Consultant has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, City will be under no obligation to grant additional time for the cure of an Event of Default under this Subsection B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of Consultant to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of Consultant will include, but will not be limited to the following: (i) Consultant’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) Consultant’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) Consultant’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to Consultant, whether voluntary of involuntary; (v) Consultant’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vii) CITY’s discovery that a statement representation or warranty by Consultant relating to this Agreement is false, misleading or erroneous in any material respect.
C. City will cure any Event of Default asserted by Consultant within forty-five (45) calendar days of Consultant’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with City’s failure to timely pay any undisputed sums to Consultant pursuant to this Agreement will be cured by City within five (5) calendar days from the date of Consultant’s Default Notice to City.
D. City, in its sole and absolute discretion, may also immediately suspend Consultant’s performance under this Agreement pending Consultant’s cure of any Event of Default by giving Consultant written notice of City’s intent to suspend Consultant’s performance (hereinafter, a “Suspension Notice”). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, Consultant will be compensated only for those services and tasks which have been rendered by Consultant to the reasonable satisfaction of City up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of City will operate to prohibit or otherwise restrict City’s ability to suspend this Agreement as provided herein.
E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to Consultant, the City may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to Consultant, the City may extend the time of performance;
iii. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for Consultant’s breach of the Agreement or to terminate the Agreement; or
iv. The City may exercise any other available and lawful right or remedy.
Consultant will be liable for all legal fees plus other costs and expenses that City incurs upon a breach of this Agreement or in the City’s exercise of its remedies under this Agreement.
G. In the event City is in breach of this Agreement, Consultant’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to Consultant under this Agreement for completed services and tasks.
23. SCOPE OF WAIVER OF DEFAULT
No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
24. SURVIVING ARTICLES, SECTIONS AND PROVISIONS
The termination of this Agreement pursuant to any provision of this Agreement or by normal expiration of its term or any extension thereto will not operate to terminate any Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
25. DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY All Documents and Data will be and remain the property of City without restriction or limitation upon their use or dissemination by City. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of Consultant in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to City, a perpetual license for City to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. Consultant will require all subcontractors and subconsultants working on behalf of Consultant in the performance of this Agreement to agree in writing that City will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by Consultant in the performance of this Agreement.
26. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and will not be disclosed by Consultant without prior written consent by City. City will grant such consent of disclosure as legally required. Upon request, all City data will be returned to City upon the termination or expiration of this Agreement. Consultant will not use City’s name or insignia, photographs, or any publicity pertaining to the Work in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
27. FALSE CLAIMS ACT
Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., Section 3789 et seq. and the California False Claims Act, Government Code Section 12650 et seq.
28. PROHIBITED INTERESTS
Consultant warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. RELEASE OF INFORMATION
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without the City's prior written authorization, unless the information is clearly public. Consultant, its officers, employees, agents, or subconsultants, shall not without written authorization from the City Manager or designee, or unless requested by the City’s attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories, or other information concerning the Services performed under this Agreement or relating to the City. Response to a subpoena or court order shall not be considered “voluntary” provided Consultant gives the City notice of such court order or subpoena.
B. Consultant shall promptly notify the City should Consultant, its officers, employees, agents, and/or subconsultants be served with any summons, complaint, notice of deposition, request for documents, interrogatories, request for admissions, or other discovery request (“Discovery”), court order, or subpoena from any person or party regarding this Agreement and the Services performed hereunder or with respect to any project or property located within the City, unless the City is a party to any lawsuit, arbitration, or administrative proceeding connected to such Discovery, or unless Consultant is prohibited by law from informing the City of such Discovery. The City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing, or similar proceeding as allowed by law. Unless the City is a party to the lawsuit, arbitration, or administrative proceeding and is adverse to Consultant in such proceeding, Consultant agrees to cooperate fully with the City and to provide the opportunity to review any response to discovery requests provided by Consultant.
However, the City's right to review any such response does not imply or mean the right by the City to control, direct, or rewrite said response, or that the City has an obligation to review any such response or verifies any response it has reviewed.
30. COOPERATION; FURTHER ACTS
The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate or convenient to achieve the purposes of this Agreement.
31. SUBCONTRACTING
Consultant will not subcontract any portion of the Work required by this Agreement, except as expressly stated herein, without the prior written approval of City. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
32. NOTICES
All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: City Clerk’s Office
To Consultant: AP Triton LLC
1309 Coffeen Ave., Suite 3178
Sheridan, WY 82801
Attention: Edmond A. Rodriguez
Project Manager/Sr. Associate
Email – [email protected]
Phone – (209) 992-1272
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, fortyeight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
33. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
34. GOVERNING LAW
City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.
35. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written and pertaining to the subject of this Agreement or with respect to the terms and conditions of this Agreement shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material.
36. FORCE MAJEURE
The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of Consultant and without the fault or negligence of Consultant, including but not limited to 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 Consultant shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative 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 Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.
37. AMENDMENTS; MODIFICATIONS
No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
38. NON-EXCLUSIVE AGREEMENT
Consultant acknowledges that the City may enter into agreements with other consultants for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
39. ATTORNEYS’ FEES
In the event that litigation is brought by any party in connection with this Agreement, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
40. NO THIRD-PARTY BENEFIT
There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
41. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties.
42. CONSTRUCTION
The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
43. WAIVER
The delay or failure of any party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
44. SEVERABILITY
If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
45. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement.
46. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrant and represents that they have the authority to execute this Agreement on behalf of said parties and has the authority to bind the parties to the provisions of this Agreement.
47. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility. [SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first above written.
CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ Name: Edmond A. Rodriguez
Title: Project Manager/Sr. Associate
Date: ______________________ Date: _______________________ ATTEST:
__________________________
Fernando Munoz, Deputy City Clerk
APPROVED AS TO FORM:
_________________________
Rick Olivarez, City Attorney
Attachments: Exhibit A Consultant’s Proposal/Scope of Work Exhibit B Key Personnel
Exhibit C Insurance Requirements
EXHIBIT A
CONSULTANT’S PROPOSALS/SCOPE OF WORK
EXHIBIT A
KEY PERSONNEL
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification of the City, and prior to commencement of Services, Consultant shall obtain, provide, and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to the City. If Consultant maintains higher limits than the minimum limits shown below, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Commercial General Liability Insurance. Consultant shall procure and maintain commercial general liability insurance (“CGL Coverage”) with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
Automobile Liability Insurance. Consultant shall procure and maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) per accident for bodily injury and property damage.
Professional Liability (Errors & Omissions) Insurance. For the full term of this Agreement and for a period of three (3) years thereafter, Consultant shall procure and maintain professional liability insurance appropriate to Consultant’s profession. Such coverage shall have the minimum limits of no less than One Million Dollars ($1,000,000.00) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
Workers’ Compensation Insurance. Consultant shall procure and maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000 per accident for bodily injury or disease) which will indemnify, insure and provide legal defense for both Consultant and City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the Work contemplated in this Agreement.
Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.
Umbrella or Excess Liability Insurance. Consultant shall obtain and maintain an umbrella or excess liability insurance policy with limits 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 include the following terms and conditions:
• A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall “follow form” to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
Other provisions or requirements
Proof of insurance. Consultant shall provide certificates of insurance to the City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time.
Duration of coverage. Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, or Consultant’s agents, representatives, employees or subconsultants.
Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance 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.
The City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Consultant or the City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, the City may immediately terminate this Agreement.
Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against the City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against the City and shall require similar written express waivers and insurance clauses from each of its subconsultants.
Enforcement of Agreement provisions (non estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
Requirements not limiting. Requirements of specific coverage features or limits contained in this Agreement are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type.
Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
Additional insured status. General liability policies shall provide or be endorsed to provide that the City and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to the City and approved of in writing.
Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the Services who is brought onto or involved in the Services by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subconsultants, and others engaged in the Services will be submitted to the City for review.
The City’s right to revise specifications. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant’s compensation or come to some other agreement to address the additional cost.
Self-insured retentions. Any self-insured retentions must be declared to and approved by the City. The City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City.
Timely notice of claims. Consultant shall give the City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services.
Failure to Maintain Coverage. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement effective upon notice.
APPROVED:
ITEM NO.:
RESOLUTION NO. 9973
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS,
CALIFORNIA, AUTHORIZING THE WAIVER OF THE FORMAL BID PROCESS PURSUANT TO SANTE FE SPRINGS MUNICIPAL CODE SECTION 34.18
REGARDING THE SOLE SOURCE FOR AP TRITON, LLC, TO PROVIDE PROFESSIONAL CONSULTING SERVICES FOR SANTA FE SPRINGS’ RESPONSE
TO LOS ANGELES COUNTY REQUEST FOR PROPOSALS FOR AMBULANCE
SERVICES, AND APPROVING AND AUTHORIZING THE CITY MANAGER TO
EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE
CITY OF SANTA FE SPRINGS AND AP TRITON, LLC
WHEREAS, AP Triton, LLC (AP Triton) has over 60 years of operational fire service experience in fire service business practices at the local, state and national levels; and
WHEREAS, AP Triton has over eight years of experience representing and advising more than 30 fire agencies, fire agency associations, cities and other local public agencies located within California on matters related to designing, implementing, and managing programs including fire-based emergency medical services (“EMS”) and ambulance services, as well as state and federal cost-recovery programs; and WHEREAS, AP Triton is the only consulting firm that has developed and implemented complete ambulance systems within California; and WHEREAS, in accordance with the proposed Professional Services Agreement (“PSA”), AP Triton would advise the City of Santa Fe Springs Fire Department (“SFSFD”) in its response to an anticipated procurement by the County of Los Angeles for Ambulance Services; and
WHEREAS, the City of Santa Fe Springs (“City”) wishes to retain the services of AP Triton to provide those consulting services; and
WHEREAS, according to the Santa Fe Springs Municipal Code section 34.18 (C), the City is not required to solicit formal bids and may pursue sole-source procurement when: (1) only one vendor is capable of providing the required goods or services due to unique circumstances; (2) a vendor possesses specialized knowledge, experience, or proximity critical to the success of the project; and (3) timeliness is a factor that cannot be met through competitive bidding; and
WHEREAS, the public interest would not be served here by engaging in the standard competitive bid solicitation process because of the time sensitive nature of this project and a limited number of qualified firms that would be able to provide these specialized consultation services; and
ATTACHMENT D
APPROVED:
ITEM NO.:
2 WHEREAS, City staff recommends that the City enter into a PSA with AP Triton for professional consulting services for a total not-to-exceed amount of $238,463:
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS, CALIFORNIA, DOES RESOLVE AS FOLLOWS:
SECTION 1. The City Council finds and determines that the foregoing recitals of fact are true and correct.
SECTION 2. The City Council of the City of Santa Fe Springs hereby waives the formal bid solicitation requirements of Santa Fe Springs Municipal Code section 34.15, et seq., as it relates to the sole-source agreement with AP Triton, LLC, for professional consulting services with regards to the City’s response to an anticipated procurement by the County of Los Angeles for Ambulance Services.
SECTION 3. The City Council of the City of Santa Fe Springs hereby authorizes the City Manager to execute a Professional Services Agreement by and between the City of Santa Fe Springs and AP Triton, LLC, for a total not-to-exceed amount of $238,463.
SECTION 4. The City Clerk shall certify to the passage and adoption of this Resolution and this Resolution shall be published as required by law and shall take effect as provided.
PASSED, APPROVED and ADOPTED this _____ day of ________, 2025.
I, the undersigned, hereby certify that the foregoing Resolution Number XXXX was duly adopted by the City of Santa Fe Springs City Council following a roll call vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
_____________________________
William K. Rounds, Mayor
APPROVED:
ITEM NO.:
3 ATTEST:
_____________________________ ________________
Fernando Muñoz, City Clerk Date
ITEM # 33
CITY OF SANTA FE SPRINGS
CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Chad Van Meeteren, Fire Chief
SUBJECT: REGIONAL TRAINING GROUP CIVILIAN ASSISTANT PLANNING COORDINATOR (PART TIME): AWARD OF CONTRACT
DATE: August 19, 2025
RECOMMENDATION:
It is recommended that the City Council:
1) Authorize the City Manager to enter into a Professional Services Agreement with Fire Support Services, LLC and award a contract for the part-time Regional Training Group Civilian Assistant Planning Coordinator position, funded through the 2023, 2024, and 2025 State Homeland Security Program grants; and
2) Take such additional, related, action that may be desirable.
FISCAL IMPACT
If approved, there is no impact to the City’s General Fund. This position is fully reimbursable through the State Homeland Security Program grant funds allocated for fiscal years 2023, 2024, and 2025. The City of Santa Fe Springs will be reimbursed by the County of Los Angeles, which serves as the subgrantee agency for SHSP funding.
BACKGROUND
The Regional Training Group (RTG), under the Los Angeles Area Fire Chiefs Association (LAAFCA), supports the training and operational readiness of 29 fire departments across the Los Angeles area. RTG oversight is provided by an Executive Director, an Intelligence Chief, and several sworn fire officers from member departments. Together, they manage the implementation of the Regional Fire Service Training Strategic Plan through six regional training centers.
CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 RTG CIVILIAN ASSISTANT PLANNING COORDINATOR (PART TIME): AWARD OF
CONTRACT
To support the administrative functions necessary for regional program delivery, the RTG utilizes a part-time civilian position, the Civilian Assistant Planning Coordinator. This role was previously funded under SHSP 2020, which concluded in April 2023. A new RFP was released by the City of Santa Fe Springs on May 12, 2025, to identify a qualified consultant to continue services under SHSP funding for grant years 2023 through 2025.
ANALYSIS
The RFP outlined the position's responsibilities, including project coordination, administrative and grant support, meeting facilitation, report development, and calendar management for RTG activities. The selected consultant is expected to operate independently, with a strong understanding of regional fire service operations and federal grant compliance requirements.
At the close of the proposal period on June 12, 2025, the City received one proposal from Fire Support Services, LLC. The submission was reviewed by an independent panel and determined to be fully responsive and highly qualified based on the detailed scope of work outlined in the RFP.
Fire Support Services, LLC has previously worked with the Regional Training Group under past grant cycles and has consistently delivered timely, professional, and highquality work. Their continued involvement will ensure operational continuity and effective support of the RTG’s goals. Their familiarity with the program, experience with grantfunded public safety initiatives, and capacity to perform in a regional coordination role make them an ideal choice for this assignment.
DISCUSSION
The RTG position will support training programs by assisting in the planning, coordination, and execution of training events and activities, in addition to assisting the LAAFCA grant administrator as needed with research and reports.
SUMMARY/NEXT STEPS
Upon City Council approval of the agreement with Fire Support Services, LLC, City staff will finalize the Professional Services Agreement and initiate contract implementation.
ATTACHMENT(S):
A. Request for Proposal
B. Professional Services Agreement – City of Santa Fe Springs Department of FireRescue and Fire Support Services, LLC CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025 RTG CIVILIAN ASSISTANT PLANNING COORDINATOR (PART TIME): AWARD OF
CONTRACT
ITEM STATUS:
APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
REQUEST FOR PROPOSAL
Regional Training Group Civilian Assistant Planning Coordinator (Part Time)
May 28, 2025
SUBMITTED TO:
Chad Van Meeteren, Fire Chief
City of Santa Fe Springs, Fire-Rescue
11300 Greenstone Ave.
Santa Fe Springs, CA 90670
SUBMITTED BY:
Fire Support Services, LLC
260 Broadway
Costa Mesa, CA 92627
Phone: 949-903-4058
[email protected]
TABLE OF CONTENTS
Letter of Transmittal ………………………………………………………………….. 1
Qualifications ………………………………………………………………….. 2
Key Personnel ………………………………………………………………….. 4
Project Work Plan ………………………………………………………………...... 5
Cost Proposal ……………………………………………………………….…..7
Certification …………………………………………………………...……… 9
References ………………………………………………………….………. 10
260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
This Page Intentionally Blank
1 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
1. Letter of Transmittal
Chad Van Meeteren, Fire Chief
City of Santa Fe Springs, Department of Fire-Rescue
11300 Greenstone Ave., Santa Fe Springs, CA 90670
Dear Chief Van Meeteren:
I am pleased to present this proposal in response to your Request for Proposal, Regional Training Group Civilian Assistant Planning Coordinator (Part Time). The present submittal accomplishes the goals set out in the RFP.
Fire Support Services LLC is a California-based Corporation and I am its sole proprietor. As the CEO, I will serve as your primary point of contact. I am confident that my experience and qualifications will benefit the Los Angeles Area Fire Chief’s Association Regional Training Group and assist in its overall mission.
I look forward to discussing my credentials and qualifications with you and am eager to proceed with the next steps in this process should I be selected to do so.
For further information related to this contract, please contact me directly at:
Brent A. Hayward, CEO
Fire Support Services, LLC
260 Broadway
Costa Mesa, CA 92627
Telephone: (949) 903-4058
Email address: [email protected]
I further acknowledge receipt of any and all amendments to this RFP.
Respectfully submitted,
Brent A. Hayward
Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
2 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
2. QUALIFICATIONS
I have thirty-three (33) years of experience, having worked for the City of Santa Fe Springs (SFS) Fire Department in numerous capacities. I began my career in the fire service at the age of 27 after working in the aerospace manufacturing business as a machinist and Numerical Control programmer and operator for ten years, and continued to work in that industry after being hired by Santa Fe Springs for an additional ten years on a prat-time basis. I attended Santa Ana’s 72nd Basic Fire Academy and after graduation, served as an auxiliary Firefighter with SFS Fire. I was hired full-time as a Firefighter in 1990. Working my way through the ranks, I held every position in the department. The last eleven (11) years included five (5) as a Division/Battalion Chief, one (1) year as an Administrative Battalion Chief, and the last five (5) years as the Fire Chief for the Department of Fire-Rescue for the City, two also as the Operational Area “E” Fire Chief/Area Coordinator.
As a current Regional Training Group (RTG) Civilian Planning Coordinator, I serve under the direction of the Executive Director of the RTG and have been involved with the group since its inception for many years. I work closely with several key members who helped institute the RTG’s Strategic Plan, and helped develop one of the six Regional Training Facilities at Rio Hondo College at 11400 Greenstone Avenue in Santa Fe Springs. My background in the development of the site began in 2001 when I was tasked (based on grant writing classes at Long Beach State University) with writing and being awarded the department’s first Assistance to Firefighter Grant (AFG) award.
Since 2001 I have been writing, managing, and working with grants and received additional rewards from the AFG and work annually with the State Homeland Securities Grant Program (SHSP), Urban Areas Securities Initiative Program (UASI), and other public safety grants. Over this period till present, I have been directly involved with receiving and managing over $20,000,000 in State and Federal awards. I worked closely with the County of Los Angeles and their CEO on grant reimbursement submissions, funding allocations, reimbursement requests, modifications of awards, in-depth grant audits through LA County contracted grant auditors, and have worked with the LA Area Fire Chiefs (LAAFCA) one year as the point person for the LAAFCA Chiefs, developing spreadsheets and gathering information from twenty-nine (29) cities to compile a grant submission for SHSP through LA County to CA State OES.
Having been a Fire Chief with a Regional Training Site, I feel I have a depth of knowledge with the RTG, the LAAFCA Fire Chiefs and understand the needs of both the RTG and the Region.
Additionally, I was involved with the inception and development of the RTG becoming a Joint Powers Authority (JPA). As the Fire Chief at that time, our City was one of the first charter members of this organization and I served as Secretary for the group for two years.
My last five years with the Department as Fire Chief (2017-2022) gave me the opportunity to lead a progressive department that has both a State Type-1 Hazardous Materials Team, and a Urban 3 Search and Rescue Team (Also State Certified) the supports Regional Task Force-2, community Paramedic Program, Fire Prevention Bureau, and Environmental Protection Division that is one of 81 Certified Unified Program Agencies (CUPA) in the State of California. Challenging during these more difficult economic times, I managed the department’s $19,000,000 annual budget with a very tight operational budget and with the support of staff and a focus on customer service and firefighter safety, was pleased each of the last five years, to finish each under budget. Key to that also comes from the development of key relationships with the City’s other department heads, City Manager, community organizations, and City Council. Having all these individuals and groups understand what the RTG does for the region and specifically for the City, was one of my goals over my tenure as Fire Chief.
Education
Associate of Arts (AA), General Education, Orange Coast College, Costa Mesa CA Associate of Science (AS), Fire Technology, Rancho Santiago College, Santa Ana, CA
Bachelor of Science (BS), Occupational Studies, CA State University, Long Beach Environmental Waste Management Certificate, Columbia Southern University, Orange Beach, AL
Professional Training and Certifications
* HazMat Specialist * HazMat Technician
* HazMat First Responder Operational * Swift-Water Technician I & II * Rescue Systems I * Con-Space Rescue Awareness
* Trench Rescue * Confined Space Operations
* Rescue Systems II * Tower Rescue Systems
* ICS S-190 (Wildland Fire Behavior) * ICS S-200 (Basic ICS) * ICS S-205 (Urban Interface) * ICS S-231 (Engine Boss) * ICS S-234 (Firing Methods) * ICS S-290 (Fire Behavior/Int) * Firefighter I * Rapid Intervention Crew Tactics
* Training Program Management * FRO – Clandestine Meth Labs * PIO Training * Large Area Search
* Art of Reading Smoke * PowerPoint Lab Training
* No One Left Behind Training * Command Presence Training * Terrorism Consequence Management * Radiological Transport Training Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
4 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
3. KEY PERSONNEL
The key personnel listed in the proposal (and below) will be the sole individual used in the performance of the work. If any of the listed key personnel leave employment or are otherwise not utilized in the performance of the work, approval to substitute must be obtained by the Contractor from the City’s Project Manager. Any substitute shall have the same or a higher standard of qualifications that the key personnel possessed at the time of Contract award.
Key Personnel:
Fire Support Services, LLC
Brent A. Hayward – CEO
260 Broadway
Costa Mesa, CA 92627
(949) 903-4058
Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
5 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
4. PROJECT WORK PLAN
Under the direction of the Executive Director of the RTG/LAAFCA, Fire Support Services, LLC (FSSLLC) proposes to fulfill the role as an RTG Civilian Assistant Planning Coordinator (RTG CAPC).
The scope of work to be provided includes assisting RTG personnel with training project coordination, and handle routine and advanced duties for RTG business, including organizing files, creating correspondence, preparing reports and documents, managing calendars to schedule training and appointments, assist the LAAFCA grant administrator as needed, and offer general staff support around managing and distributing information internally and externally. Additionally, Fire Support Services LLC will perform detailed and comprehensive research, collaborate on, develop, and disseminate periodic and finished reports, advisories, bulletins, presentations, and briefings for executive and other fire service audiences on relevant fire service issues.
FSSLLC is very familiar with the RTG strategic plan and understand the direction and leadership needed for the implementation and execution of the LAAFCA/RTG strategic plan. FSSLLC understands the roles of each member of the RTG and the administrative support that each position requires. As a former Chief with subordinates who were working under the RTG, FSSLLC understands the collaboration required to work with the RTG and LAAFCA to achieve its goal of training and support to the over 9500 firefighters in the region.
To accomplish the goals of the RTG Regional Fire Service Training Strategic Plan, Fire Support Services, LLC proposes to serve as the RTG Civilian Assistant Planning Coordinator position to accomplish the objectives included herein.
Specifically, to accomplish the goals of the position set forth in the RFP, and by the RTG for this position, Fire Support Services, LLC will provide continuity in working with RTG Executive Director and personnel within the broad context of the Training Strategic Plan through the LAAFCA Executive Board. This will be achieved by performing detailed and comprehensive work and collaboration with stakeholders. To this end, FSSLLC will:
Under direction of the RTG Executive Director, provide administrative support in the strategy of the RTGG within the broad context of the Training Strategic Plan. Assist RTG Personnel with training program and project coordination. Handle routine and advanced duties for RG business.
Organize files, create correspondence, and prepare detailed reports, and documents related to the RTG.
6 Manage staff calendars to schedule training and appointments. Attend meetings throughout the Los Angeles region and adjoining areas as requested or required.
Assist the LAAFCA Grant Administrator as directed.
Offer general staff support around managing and distributing information both internally and externally.
Assist with other RTG training, research, and administrative tasks as needed. Provide routine written and oral reports of RTG matters. Represent LAAFCA and the RTG in a Professional manner.
Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
7 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
5. COST PROPOSAL
Fire Support Services, LLC has carefully examined the requirements of the RFP to develop its cost proposal. The assumptions presented in this section are intended to help the contracting entity with the anticipated project scope, timing, resources, and financial compensation for this effort.
FSSLLC welcomes the opportunity to work collaboratively with the City of Santa Fe Springs to address any questions or concerns that may arise subsequent to the submittal of this proposal.
Consulting Services Pricing and Assumptions
1) Fire Support Services, LLC is providing a “not to exceed” price to fulfill all the duties and responsibilities associated as a Contractor to assist the Los Angeles Area Fire Chiefs’ Association RTG with Professional Services;
2) This price quote is based on the detailed descriptions and other proposed elements contained and outlined in proposal, including any assumptions and/or clarification therein. 3) Miscellaneous Supply Costs have been estimated in this proposal and included in the detail. 4) Fire Support Services, LLC is amendable to contract extensions, as needed.
Description
Brent A. Hayward, Hourly rate $86.54, average of 1,040 hours per year at an annual rate of $90,000.
Estimated number of hours per week: 10-30 dependent on project demands and tasks.
Cost proposal does not included mass copying and production of materials for distribution for RTG business. This expense will be at the expense of LAAFCA. Fire Support Services, LLC will provide copies of reports and other written documents at its own expense for the LAAFCA Executive Board and RTG Executive Director
8 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
The total price for services proposed by Fire Support Services, LLC described in the Narrative/Technical proposal will not exceed $83,000 for each twelve-month (12) period. Fire Support Services, LLC shall reserve the option to also submit project milestones for billing in lieu of, or in addition to, hourly rates as they are completed and acknowledged by both parties.
Fire Support Services, LLC is interested and willing to discuss and provide service after this initial term with the option of annual renewals at the discretion of the City and Fire Support Services, LLC.
Fire Support Services, LLC reserves the right to negotiate the price for renewal of this contract after the initial 12-month term based on the City’s satisfaction with Fire Support Services, LLC and available funding sources for this position.
Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
9 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
6. CERTIFICATION
The undersigned declares this Request for Proposal has been read and agrees and proposes to furnish all necessary labor to provide a complete service as a Contractor to the Los Angeles Area Fire Chief’s Association for Professional Services to the RTG, all in accordance with the terms, conditions, and specifications of the City of Santa Fe Springs RFP, Regional Training Group Civilian Assistant Planning Coordinator (Part Time), in an amount not to exceed $90,000 per annum.
The undersigned hereby certifies that this bid is genuine and not fraudulent or collusive, or made in the interest of or in behalf of any person not herein named, and that the undersigned has not directly or indirectly induced or solicited any other Bidders to submit a fraudulent bid, or any other person, firm or corporation to refrain from bidding, and the undersigned has not in any manner sought by collusion to secure for himself an advantage over any other Bidder.
Further, the undersigned also declares under penalty of perjury under the laws of the State of California that representations made in this bid are true and correct to his knowledge.
Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
10 260 Broadway
Costa Mesa, CA 92627
Fire Support Services, LLC Phone (949) 903-4058
E-mail: [email protected]
UEI# JCHQMSH6VJW1 CAGE# 9G0R7
7. REFFERENCES
City of Santa Fe Springs, CA
Mike Crook, Fire Chief
11300 Greenstone Ave.
Santa Fe Springs, CA 90670
(562) 244-5458
[email protected]
Dates: 12/2012 – 12/2017
Oversee grants management, administration, Finance liaison, and Audits Budget management and preparation, personnel administration Regional Training Center – Grant development and administration Battalion Chief responsibilities, Administrative BC (40-hour) for 12 months (2017) City of Whittier, CA
Aaron Ruiz, Police Captain
13200 East Penn St.
Whittier, CA 90602
(562) 567-9200
[email protected]
Dates: 1/2018 – 12/2022
Work cohesively with Police Contract agency and Fire-Rescue on Public Safety Under Council direction, develop public safety plans
Attend public meetings, budget review, staffing model planning for public events Develop Incident Action Plans in coordination with Police and other public safety departments
11 4. REFFERENCES (cont.)
City of Santa Fe Springs, CA
Donna Mack, Finance Analyst
11300 Greenstone Ave.
Santa Fe Springs, CA 90670
(562) 944-9713
Work with City Finance personnel for grant management, grant payments, budgeting, audits (both SHSP, UASI, and City).
Prepare reports for City and grant audits, reports for Council, Reimbursement packages.
Brent A. Hayward____ 5/27/2025
Brent A. Hayward Date
1 2025
PROFESSIONAL SERVICES AGREEMENT
FIRE SUPPORT SERVICES and City of Santa Fe Springs)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 20th day of August 2025 (hereinafter, the “Effective Date”) by and between the CITY OF SANTA FE SPRINGS, a municipal corporation (hereinafter, “CITY”) and FIRE SUPPORT SERVICES, LLC (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.
RECITALS
WHEREAS, CITY requires professional consulting services for the position of a Regional Training Group Civilian Assistant Planning Coordinator; and WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, the execution of this Agreement was approved by the Santa Fe Springs City Council at its Regular Meeting of August 20, 2025, under Agenda Item No. ______.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:
I.
ENGAGEMENT TERMS
1.1 TERM: This Agreement shall have a term commencing from the Effective Date through August 20, 2028 (hereinafter, the “Term”). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.
1.2 SCOPE OF SERVICES:
A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain Request for Proposals of CITY entitled “REGIONAL TRAINING GROUP CIVILIAN ASSISTANT PLANNING COORDINATOR (PART TIME)” (hereinafter, “CITY RFP”) and the written proposal of CONSULTANT entitled “FIRE SUPPORT SERVICES, LLC PROPOSAL” (hereinafter, the “CONSULTANT Proposal”). The CITY RFP and the CONSULTANT Proposal are attached and incorporated hereto as Exhibit “A” and “B” respectively. The term “Scope of Services” shall be a collective reference to the CITY RFP and the 2 CONSULTANT Proposal. The capitalized term “Services” shall be a collective reference to all the various services and tasks referenced in the Scope of Services. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONSULTANT Proposal, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Services and the provisions of this Agreement to which the Scope of Services is attached, the provisions of this Agreement shall govern and control.
1.3 PROSECUTION OF SERVICES:
A. CONSULTANT shall perform the Services contemplated under this Agreement on an on-call, as-needed basis. Nothing in this Agreement shall be construed to grant CONSULTANT the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONSULTANT to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Services in the manner described below and such Services is in fact performed and completed by CONSULTANT and accepted by CITY. CITY requests for the performance of specific services or tasks contemplated under this Agreement shall be made in the form of a written work order(s) issued by the City Representative (each such written request hereinafter referred to as a “Work Order”). Each Work Order shall include the following information:
1. A detailed description of the specific services or tasks requested;
2. The location of where the particular services or tasks are to be performed, if applicable;
3. A not-to-exceed budget for performing the services or tasks;
4. A timeline for completing the requested services or tasks;
5. Any other information CITY deems necessary and relevant to the requested services or tasks; and
6. The signature of the City Representative, confirming that the services or tasks have been authorized by the City Representative.
B. CONSULTANT shall not perform any of the Services contemplated under this Agreement without a written Work Order request from the City Representative, containing the information set forth in Section 1.3(A), above;
C. CONSULTANT shall perform all assigned Services continuously and with due diligence so as to complete all assigned Services by the completion date indicated in each Work Order. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents;
3 D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
1.4 COMPENSATION: CONSULTANT shall perform the Services in accordance with the “COST PROPOSAL” which is attached and incorporated hereto as Exhibit “C” (hereinafter, the “COMPENSATION RATE”). The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of Two Hundred Forty Six Thousand Dollars ($246,000.00) (hereinafter, the “Not-toExceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the Aggregate Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Aggregate Not-toExceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.
1.5 PAYMENT OF COMPENSATION: Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and any reimbursable out-ofpocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the person(s) responsible for performing the Services, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed.
Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.
1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
4 1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Services agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT will deliver to CITY immediately and without delay, all materials, records, and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the Services performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.
II.
PERFORMANCE OF AGREEMENT
2.1 CITY’S REPRESENTATIVE: The CITY hereby designates FIRE CHIEF CHAD VAN MEETEREN (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or the City Representative’s designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or the City Representative’s designee.
2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates BRENT HAYWARD to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or the Consultant Representative’s designee will supervise and direct the performance of the Services, using his/her best skill and attention, and will be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all Services under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.
2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:
CONSULTANT agrees to work closely with CITY staff in the performance of the Services and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or his or her designees.
2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges, and agrees to the following:
A. CONSULTANT will perform all Services skillfully, consistent with and adhering to its professional standard of care, that is, the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality; B. CONSULTANT shall at all times employ such force, plant, materials, and 5 tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative.
C. CONSULTANT will perform all Services in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state, and local laws and regulations, including the conflict-of-interest provisions of Government Code §1090 and the Political Reform Act (Government Code §§81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection with CONSULTANT’s performance of the Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;
E. CONSULTANT understands the nature and scope of the Services to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training, and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications, and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications, and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and, notwithstanding Section 5.2(B), will be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand, and agree that CITY has relied upon the foregoing 6 representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge, and experience necessary to perform the Services under the standard of care as articulated under section 2.4(A).
2.5 ASSIGNMENT: The skills, training, knowledge, and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement, or the performance of any of CONSULTANT’s duties or obligations under this Agreement, without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.
2.5.1 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY. The key personnel for performance of this Agreement are as follows: Brent A. Hayward – Chief Executive Officer (CEO), Fire Support Services, LLC
2.6 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Services will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Services contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Services under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, 7 unemployment insurance, disability insurance, workers’ compensation insurance and the like. Notwithstanding any other CITY, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.
2.7 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Services in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Services.
2.8 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state, or local laws to the extent such laws control or otherwise govern the performance of the Services. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the U.S.
Department of Housing and Urbanization.
2.9 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.
2.10 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand, and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments, or subdivisions of CITY.
CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.
CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt, or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.
2.11 SUSPENSION AND DEBARMENT: CONSULTANT shall certify by signature that 8 CONSULTANT and its principals, as defined in 49 CFR 29.995, and/or affiliates, as defined at 49 CFR 29.905, are not excluded, or disqualified, as defined at 49 CFR 29.940 and 29.945. CONSULTANT may submit proof of non-debarment or suspension by providing a printout or screenshot from the U.S. Government’s official website (www.sam.gov) showing CONSULTANT and its principals are not debarred or suspended prior to the execution of this Agreement.
III.
INSURANCE
3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Before performing any Services contemplated under this Agreement, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:
A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.
B. Automobile Liability Insurance: For any owned, non-owned, or hired vehicles used in connection with the performance of this Agreement, CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.
C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Services contemplated in this Agreement.
D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim. 9 3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers as additional insureds.
3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.
3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.
3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents, and volunteers.
3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands, and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is a material consideration of this Agreement.
Accordingly, CONSULTANT warrants, represents, and agrees that it will furnish CITY with certificates of insurance and endorsements evidencing the coverage required under this Article on ACORD-25 or forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf and will be on forms provided by the CITY if requested. Before performing any Services, CONSULTANT shall provide CITY with all certificates of insurance and endorsements referenced herein. Upon CITY’s written request, CONSULTANT will also provide CITY with copies of all required insurance policies and endorsements.
3.7 The insurance coverage requirement set forth under this Article 3 are in addition to any coverage requirements set forth under Section EXHIBIT C INSURANCE REQUIREMENTS (Insurance Coverages) of the REGIONAL TRAINING GROUP 10 CIVILIAN ASSISTANT PLANNING COORDINATOR (PART TIME).
3.8 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.
3.9 SPECIAL RISKS OR CIRCUMSTANCES: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.
IV.
INDEMNIFICATION
4.1 CITY’s elected and appointed officials, officers, employees, agents, and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law.
CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein Notwithstanding the foregoing, to the extent CONSULTANT’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents, or volunteers.
4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.
4.3 CITY shall have the right to offset against the amount of any compensation due to 11 CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.
4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.
4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.
4.6 CITY does not and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.
4.7 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.
V.
TERMINATION
5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. 12 CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Services.
CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.
5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:
A. In the event either Party fails to perform any duty, obligation, service, or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service, or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.
B. CONSULTANT will cure the following Events of Defaults within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation, or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.
Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a 13 written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.
In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; and/or (v) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.
14 E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.
No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.
G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.
5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty, or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.
5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.
VI.
15 MISCELLANEOUS PROVISIONS
6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.
6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., §§3801 et seq. and the California False Claims Act, Government Code §§12650 et seq.
6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:
CONSULTANT: CITY:
FIRE SUPPORT SERVICES
260 BROADWAY
Attn: BRENT HAYWARD
Phone: (949) 903-4058
CITY OF SANTA FE SPRINGS
DEPARTMENT OF FIRE-RESCUE
11300 GREENSTONE AVE
PHONE: (562) 944-9713
Attn: CHAD VAN MEETEREN,
FIRE CHIEF
16 Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.
6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate, or convenient to achieve the purposes of this Agreement.
6.6 SUBCONTRACTING: CONSULTANT will not subcontract any of the Services contemplated under this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.
6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other independent contractors in connection with the various projects worked upon by CONSULTANT.
6.8 CONFLICTS OF INTEREST:
A. CONSULTANT warrants, represents, and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
B. CONSULTANT may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONSULTANT in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code §81000 et seq.
C. CONSULTANT shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code §§1090 et seq. CONSULTANT warrants and represents that no owner, principal, partner, officer, or employee of CONSULTANT is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an 17 owner, principal, partner, officer, employee, agent, or appointee of CONSULTANT was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONSULTANT warrants that any such individuals did not participate in any manner in the forming of this Agreement. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.
6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.
6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.
6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.
6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.
6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.
6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.
6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, 18 modifications or supplements cannot be waived and any attempted waiver will be void and invalid.
6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.
6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section
6.16, above.
6.20 FORCE MAJEURE: The completion deadline for any Services assigned to CONSULTANT may be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY.
CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The CITY Representative 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 Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.
6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification, or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section
6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and the remaining two original counterparts will be retained by CITY.
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19 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.
CITY OF SANTA FE SPRINGS: FIRE SUPPORT SERVICES, LLC
By: René Bobadilla, City Manager By:
Date: Name
Title:
Date:
APPROVED AS TO FORM:
By:
Rick Olivarez, City Attorney
Date:
EXHIBIT A
REGIONAL TRAINING GROUP CIVILIAN ASSISTANT PLANNING COORDINATOR (PART TIME)
EXHIBIT B
FIRE SUPPORT SERVICES, LLC PROPOSAL
EXHIBIT C
COST PROPOSAL & INSURANCE REQUIREMENTS
ITEM # 34
CITY OF SANTA FE SPRINGS
CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Chad Van Meeteren, Fire Chief
SUBJECT: ADOPTION OF RESOLUTION PROCLAIMING THE CITY MANAGER TO
ACT AS THE DIRECTOR OF EMERGENCY SERVICES DURING THE
EXISTENCE OR THREATENED EXISTENCE OF A LOCAL
EMERGENCY
DATE: August 19, 2025
RECOMMENDATION:
It is recommended that the City Council:
1) Adopt the attached Resolution proclaiming the City Manager to act as the Director of Emergency Services during the existence or threatened existence of a local emergency, in accordance with California Government Code Section 8630 and Chapter 26 of the Santa Fe Springs Municipal Code; and
2) Take such additional, related, action that may be desirable.
FISCAL IMPACT
There is no direct fiscal impact resulting from the adoption of this resolution. However, having a formalized emergency command structure in place ensures the City remains eligible for federal and state disaster assistance and reimbursement under programs such as the California Disaster Assistance Act (CDAA) and FEMA's Public Assistance Program.
BACKGROUND
The California Emergency Services Act (Government Code §§ 8550–8668) and the Santa Fe Springs Municipal Code Chapter 26 provide the legal framework for emergency preparedness and response in the City. These statutes authorize the City Council to CITY COUNCIL AGENDA REPORT – MEETING OF AUGUST 19, 2025
ADOPTION OF RESOLUTION PROCLAIMING THE CITY MANAGER TO ACT AS THE
DIRECTOR OF EMERGENCY SERVICES DURING THE EXISTENCE OR
THREATENED EXISTENCE OF A LOCAL EMERGENCY