The RFP requested a pricing model that would ensure cost predictability for the City.
MLS’s proposal offers a registration-fee-based revenue structure that:
• Maintains affordable rates for resident and non-resident teams • Provides the City with a share of registration revenues to help support field operations
• Eliminates most City costs for league staffing, supplies, and coordination • Reduces reliance on part-time seasonal staffing for evening operations The proposed revenue and fee model maintains affordable league fees while returning a portion of program revenues to the City, preserving financial support for facility maintenance and program growth. The operational model complies with City ordinances and park rules, including strict enforcement of no alcohol or drug use on City property.
ENVIRONMENTAL
N/A
DISCUSSION
MLS is widely recognized within Southern California and currently serves multiple municipalities, including the Cities of Cerritos, Chino, Downey, Orange, Pasadena, Rancho Cucamonga, Riverside, and Pico Rivera under successful long-standing partnerships.
Their experienced operational network ensures high quality gameday management, standardized customer service, and program professionalism. Leveraging their expertise will:
• Improve participant experience
• Reduce City staff time on weekly league operations
• Support growth opportunities including tournaments
• Maintain field quality and safety expectations
• League play will continue at Los Nietos Park and Little Lake Park. • Staff will closely monitor contract compliance and program performance through regular evaluation and communication with the operator.
SUMMARY/NEXT STEPS
If approved by the City Council, staff will work with Major League Softball Inc to finalize and execute the Professional Services Agreement and begin the transition of league operations. Staff will coordinate implementation logistics including field scheduling, communication with current teams and participants, and marketing for upcoming league seasons. Program oversight procedures will be established to ensure contract compliance, quality control, and responsiveness to participant needs. Staff will continue to monitor performance and report on service delivery and program outcomes as needed.
CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025
AUTHORIZATION TO ENTER INTO AN AGREEMENT WITH MAJOR LEAGUE SOFTBALL, INC., FOR ADULT SOFTBALL LEAGUE SERVICES
ATTACHMENT(S):
A. Draft Agreement
ITEM STATUS:
APPROVED:
DENIED:
TABLED:
DIRECTION GIVEN:
REV032024 Page 1 of 24 Major League Softball, Inc.
CITY OF SANTA FE SPRINGS
PROFESSIONAL SERVICES AGREEMENT
WITH
MAJOR LEAGUE SOFTBALL, INC.
This Contract Services Agreement (“Agreement”) is made and effective as of December 2, 2025 (“Effective Date”), by and between the CITY OF SANTA FE SPRINGS, a California municipal corporation, (“CITY”) and MAJOR LEAGUE SOFTBALL, INC., a California corporation (“CONTRACTOR”). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONTRACTOR interchangeably, as appropriate.
RECITALS
WHEREAS, CITY seeks adult softball league management and administration services; and
WHEREAS, CITY staff has determined that CONTRACTOR 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 December 2, 2025, under Agenda Item No. ____.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:
AGREEMENT
1. TERM
This Agreement shall have a term of three (3) years (hereinafter, the “Term”) commencing on the Effective Date, unless sooner terminated pursuant to the provisions of this Agreement. This Agreement may be extended for two (2) additional, one (1) year terms, if mutually agreed upon in writing.
2. SERVICES
Subject to the terms and conditions of this Agreement, CONTRACTOR shall perform the services and tasks described and set forth in the CITY’s Request for Proposals, attached hereto as Exhibit A, and CONTRACTOR’s Proposal, attached hereto as Exhibit B, both incorporated herein as though set forth in full (“Scope of Work”). CONTRACTOR 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. CONTRACTOR shall
ATTACHMENT A
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complete the services and tasks set forth in the Scope of Work according to any schedule of performance set forth in Exhibit A. To the extent that Exhibit A contains provisions inconsistent with this Agreement, Exhibit A shall govern, except this Agreement shall govern inconsistencies in party names, addresses, dates, and dollar amounts. 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 to the CITY’s issuance of a written Notice to Proceed. CONTRACTOR 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. CONTRACTOR shall, at all times, faithfully, competently and to the best of CONTRACTOR’s ability, experience, and talent, perform all tasks described herein. CONTRACTOR shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of CONTRACTOR under this Agreement;
C. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subconsultants, to have related services or tasks completed in a timely manner; D. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR’s employees; and
E. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.
4. PAYMENT OF COMPENSATION
A. In consideration for CONTRACTOR’s performance, CONTRACTOR shall receive an amount equal to ninety percent (90%) of all resident team registration fees ($250.00 per team) collected, and an amount equal to seventy-five percent (75%) of all non-resident registration fees ($350.00 per team). CONTRACTOR shall impose a $250.00 registration fee for each resident team and a $350.00 registration fee for each non-resident team. CONTRACTOR shall remit the remaining amount of fees collected, ten percent (10%) per resident team and twenty-five (25%) per non-resident team, pursuant to the terms of this Agreement.
With each monthly remittance, CONTRACTOR shall provide an invoice indicating the number of resident and non-resident teams registered within the immediately preceding calendar month. In the event of a dispute, the CITY shall advise REV032024 Page 3 of 24 Major League Softball, Inc.
CONTRACTOR, in writing, the nature and extent of CITY’S objection to the amount received.
B. CONTRACTOR 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. CONTRACTOR shall be compensated for any additional services in the amounts and in the manner as agreed to in writing by the CITY and CONTRACTOR at the time the CITY’s written authorization is given to CONTRACTOR for the performance of said services.
C. Within ten (10) days of the conclusion of each calendar month, CONTRACTOR shall provide CITY an itemized invoice indicating the number of resident and nonresident teams registered during the immediately preceding calendar month and shall remit the appropriate percentage of fees to CITY.
D. Following the conclusion of each calendar month, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR.
E. CONTRACTOR agrees to participate in the CITY’s Electronic Funds Transfer program and to receive electronic payments for the Work.
5. ACCOUNTING RECORDS
CONTRACTOR 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 CONTRACTOR at least ten (10) days’ prior written notice. Upon receipt of said notice, CONTRACTOR 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.
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B. In the event this Agreement is terminated pursuant to this section, the CITY shall pay to CONTRACTOR the actual value of the Services performed up to the effective date of termination, unless the CITY disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, CONTRACTOR will submit an invoice to the CITY pursuant to Section 4.
C. CONTRACTOR 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 CONTRACTOR to provide all finished or unfinished Documents and Data, as defined in Section 25, below, and other information of any kind prepared by CONTRACTOR in connection with the performance of the Work.
CONTRACTOR 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.
7. ABANDONMENT BY CONSULTANT
In the event CONTRACTOR 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 or as approved in writing, CONTRACTOR will deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement. Furthermore, CONTRACTOR 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 CONTRACTOR’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.
CONTRACTOR will not accept directions or orders from any person other than the CITY Representative or his/her designee.
9. CONSULTANT REPRESENTATIVE
CONTRACTOR hereby designates David Johnson, President, to act as its representative for the performance of this Agreement (the “CONTRACTOR Representative”). CONTRACTOR Representative will have full authority to represent and act on behalf of the CONTRACTOR for all purposes under this Agreement.
CONTRACTOR 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 REV032024 Page 5 of 24 Major League Softball, Inc.
coordination of all portions of the Work under this Agreement. Notice to the CONTRACTOR Representative will constitute notice to CONTRACTOR.
10. COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS CONTRACTOR 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 CONTRACTOR will be subject to inspection and approval by CITY Representative or his or her designees.
11. STANDARD OF CARE; PERFORMANCE OF EMPLOYEES
CONTRACTOR represents, acknowledges and agrees to the following:
A. CONTRACTOR will perform all Work skillfully, competently and to the highest standards of CONTRACTOR’s profession;
B. CONTRACTOR shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Work 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 Work performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative; C. CONTRACTOR will perform all Work in a manner reasonably satisfactory to the CITY;
D. CONTRACTOR 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.). CONTRACTOR shall be liable for all violations of such laws and regulations in connection with the Work. If CONTRACTOR performs any work knowing it to be contrary to such laws, rules and regulations, CONTRACTOR shall be solely responsible for all costs arising therefrom;
E. CONTRACTOR 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 CONTRACTOR’s employees and agents possess sufficient skill, knowledge, training and experience to perform those services and tasks assigned to them by CONTRACTOR; and
G. All of CONTRACTOR’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 REV032024 Page 6 of 24 Major League Softball, Inc.
throughout the term of this Agreement and made available to CITY for copying and inspection.
The Parties acknowledge and agree that CONTRACTOR will perform, at CONTRACTOR’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONTRACTOR’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR 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 CONTRACTOR or on CONTRACTOR’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 CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work skillfully, competently and to the highest standards of CONTRACTOR’s profession.
12. ASSIGNMENT
The skills, training, knowledge and experience of CONTRACTOR 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 CONTRACTOR or on behalf of CONTRACTOR in the performance of this Agreement. In recognition of this interest, CONTRACTOR 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 CONTRACTOR’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. [RESERVED]
14. CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR
A. The Work will be performed by CONTRACTOR or under CONTRACTOR’s strict supervision. CONTRACTOR will determine the means, methods and details of performing the Work subject to the requirements of this Agreement. CITY retains CONTRACTOR on an independent contractor basis and not as an employee.
CONTRACTOR 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 CONTRACTOR’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 REV032024 Page 7 of 24 Major League Softball, Inc.
information. Any additional personnel performing the Work under this Agreement on behalf of CONTRACTOR are not employees of CITY and will at all times be under CONTRACTOR’s exclusive direction and control. CONTRACTOR 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.
CONTRACTOR 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.
B. The Parties acknowledge, understand and agree that CONTRACTOR and all persons retained or employed by CONTRACTOR are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments or subdivisions of CITY. CONTRACTOR will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants. CONTRACTOR and all persons retained or employed by CONTRACTOR 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 CONTRACTOR under this Agreement or is otherwise expressly conferred by CITY in writing.
15. REMOVAL OF EMPLOYEES OR AGENTS
If any of CONTRACTOR’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 CONTRACTOR, a threat to persons or property, or if any of CONTRACTOR’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 CONTRACTOR and will not be reassigned to perform any of the Work.
16. COMPLIANCE WITH LAWS
CONTRACTOR 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. CONTRACTOR’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
CONTRACTOR 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- REV032024 Page 8 of 24 Major League Softball, Inc.
discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
18. INSURANCE
Prior to the beginning of and throughout the duration of the Work, CONTRACTOR will procure and maintain policies of insurance that meet the requirements and specifications set forth in Exhibit C. CONTRACTOR will procure and maintain the required insurance coverage, at its own expense.
19. 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. CONTRACTOR acknowledges that CITY would not enter into this Agreement in the absence of CONTRACTOR’s commitment to indemnify, defend and protect CITY as set forth herein.
CONTRACTOR’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, CONTRACTOR 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 CONTRACTOR’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 or caused solely by the condition, design, or construction of CITY park facilities or fixtures.
C. CITY shall have the right to offset against the amount of any compensation due to CONTRACTOR under this Agreement, any amount due to CITY from CONTRACTOR as a result of CONTRACTOR’s failure to either pay CITY promptly for any costs associated with CONTRACTOR’s obligations to indemnify the CITY Indemnitees under this Section, or related to CONTRACTOR’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 CONTRACTOR under this Section will not be limited by the provisions of any workers’ compensation act or similar act. CONTRACTOR REV032024 Page 9 of 24 Major League Softball, Inc.
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. CONTRACTOR 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 CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations from others as required herein, CONTRACTOR 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 CONTRACTOR’s subcontractors or any other person or entity involved by, for, with or on behalf of CONTRACTOR 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 CONTRACTOR 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.
20. [RESERVED].
21. 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 REV032024 Page 10 of 24 Major League Softball, Inc.
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. CONTRACTOR 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 CONTRACTOR to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR 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, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR 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, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR will include, but will not be limited to the following: (i) CONTRACTOR’s refusal or failure to perform any of the services or tasks called for under the Scope of Work; (ii) CONTRACTOR’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) CONTRACTOR’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 CONTRACTOR, whether voluntary of involuntary; (v) CONTRACTOR’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (vi) CITY’s discovery that a statement representation or warranty by CONTRACTOR REV032024 Page 11 of 24 Major League Softball, Inc.
relating to this Agreement is false, misleading or erroneous in any material respect.
C. CITY will cure any Event of Default asserted by CONTRACTOR within forty-five (45) calendar days of CONTRACTOR’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 CONTRACTOR pursuant to this Agreement will be cured by CITY within five (5) calendar days from the date of CONTRACTOR’s Default Notice to CITY.
D. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR’s performance under this Agreement pending CONTRACTOR’s cure of any Event of Default by giving CONTRACTOR written notice of CITY’s intent to suspend CONTRACTOR’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, CONTRACTOR will be compensated only for those services and tasks which have been rendered by CONTRACTOR 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 CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms REV032024 Page 12 of 24 Major League Softball, Inc.
of the Agreement to recover damages for CONTRACTOR’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.
CONTRACTOR 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, CONTRACTOR’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONTRACTOR under this Agreement for completed services and tasks.
22. 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.
23. 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.
24. 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 CONTRACTOR 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. CONTRACTOR will require all subcontractors and subconsultants working on behalf of CONTRACTOR 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 REV032024 Page 13 of 24 Major League Softball, Inc.
applies to Documents and Data prepared by CONTRACTOR in the performance of this Agreement.
25. [RESERVED]
26. FALSE CLAIMS ACT
CONTRACTOR warrants and represents that neither CONTRACTOR nor any person who is an officer of, in a managing position with, or has an ownership interest in CONTRACTOR 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.
27. PROHIBITED INTERESTS
CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR 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 CONTRACTOR, 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.
28. CONFIDENTIALITY; RELEASE OF INFORMATION
A. All data, documents, discussions, or other information received or developed by CONTRACTOR in performance of this Agreement shall be considered confidential and shall not be released by CONTRACTOR without the CITY's prior written authorization, unless the information is clearly public. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONTRACTOR, 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 CONTRACTOR gives the CITY notice of such court order or subpoena.
B. CONTRACTOR shall promptly notify the CITY should CONTRACTOR, 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 REV032024 Page 14 of 24 Major League Softball, Inc.
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 CONTRACTOR is prohibited by law from informing the CITY of such Discovery. The CITY retains the right, but has no obligation, to represent CONTRACTOR 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 CONTRACTOR in such proceeding, CONTRACTOR agrees to cooperate fully with the CITY and to provide the opportunity to review any response to discovery requests provided by CONTRACTOR. 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.
C. CONTRACTOR 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.
29. 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.
30. SUBCONTRACTING
CONTRACTOR 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.
31. 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: Department of Parks & Recreation
To CONTRACTOR: Major League Softball, Inc.
REV032024 Page 15 of 24 Major League Softball, Inc.
621 East Walnut Avenue
Burbank, CA 91501
Attention: David Johnson
[email protected]
(818) 559-8787
Such notices will be deemed effective when personally delivered or successfully transmitted electronically as evidenced by a delivery receipt 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.
32. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
33. GOVERNING LAW
CITY and CONTRACTOR 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.
34. 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.
35. FORCE MAJEURE
The Term shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of CONTRACTOR, 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 CONTRACTOR 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 CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this REV032024 Page 16 of 24 Major League Softball, Inc.
Agreement, however caused, CONTRACTOR’s sole remedy being extension of the Agreement pursuant to this Section.
36. 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.
37. NON-EXCLUSIVE AGREEMENT
CONTRACTOR 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.
38. 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.
39. 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.
40. SUCCESSORS AND ASSIGNS
This Agreement will be binding on the successors and assigns of the Parties.
41. 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.
42. 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 REV032024 Page 17 of 24 Major League Softball, Inc.
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.
43. 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.
44. 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.
45. 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.
46. 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]
REV032024 Page 18 of 24 Major League Softball, Inc.
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
Major League Softball, Inc.
By: __________________________ By:________________________ René Bobadilla, City Manager
Name: David Johnson
Title: President
Date: ______________________ Date: _______________________ APPROVED AS TO FORM:
By: _____________________________,
Rick Olivarez, City Attorney
Attachments: Exhibit A Scope of Work
Exhibit B Contractor’s Proposal
Exhibit C Insurance Requirements
Major League Softball, Inc.
EXHIBIT A
SCOPE OF WORK
Major League Softball, Inc.
EXHIBIT B
CONSULTANT’S PROPOSAL
Major League Softball, Inc.
EXHIBIT C
INSURANCE REQUIREMENTS
Without limiting CONTRACTOR’s indemnification of the CITY, and prior to commencement of Work, CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR. 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. CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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, CONTRACTOR shall procure and maintain professional liability insurance appropriate to CONTRACTOR’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 CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR in the course of carrying out the Work contemplated in this Agreement.
Major League Softball, Inc.
CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR 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. CONTRACTOR 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 CONTRACTOR, or CONTRACTOR’s agents, representatives, employees or subconsultants.
Primary/Noncontributing. Coverage provided by CONTRACTOR 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.
Major League Softball, Inc.
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 CONTRACTOR or the CITY will withhold amounts sufficient to pay premium from CONTRACTOR 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 CONTRACTOR or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. CONTRACTOR 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). CONTRACTOR acknowledges and agrees that any actual or alleged failure on the part of the CITY to inform CONTRACTOR 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. CONTRACTOR 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 Major League Softball, Inc.
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 CONTRACTOR’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. CONTRACTOR 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 CONTRACTOR, provide the same minimum insurance coverage and endorsements required of CONTRACTOR. CONTRACTOR 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.
CONTRACTOR 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 CONTRACTOR ninety (90) days advance written notice of such change. If such change results in substantial additional cost to CONTRACTOR, CITY and CONTRACTOR may renegotiate CONTRACTOR’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. CONTRACTOR shall give the CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONTRACTOR’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Additional Insurance. CONTRACTOR 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 CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this Agreement effective upon notice.
ITEM # 30
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: Gus Hernandez, Director of Parks & Recreation
SUBJECT: AUTHORIZATION TO NEGOTIATE AND EXECUTE A FACILITY USE AGREEMENT WITH ASOCIACIÓN DE JALISCIENSES UNIDOS EN
ACCIÓN FOR SHORT-TERM USE OF THE CITY-OWNED NTMA
FACILITY
DATE: December 2, 2025
RECOMMENDATION(S):
It is recommended that the City Council:
1) Determine that the proposed negotiation and execution of a Facility Use Agreement with Asociación de Jaliscienses Unidos en Acción (AJUA) for the shortterm use of designated spaces within the former National Tooling & Machining Association (NTMA) facility located at 12131 Telegraph Road (Agreement) is exempt from the requirements of the California Environmental Quality Act (CEQA) (Pub. Res. Code § 21000 et seq.) pursuant to CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) Section 15304 (Class 4 - Minor Alterations to Land) and Section 15061(b)(3) (Common Sense Exemption); and
2) Authorize the City Manager to negotiate and execute the Agreement, for a monthly amount of three hundred dollars ($300) and a term set to expire on March 31, 2026, subject to City Attorney approval as to form; and 3) Authorize the City Manager, in consultation with the City Attorney, to approve minor amendments and extensions to the Agreement as needed to ensure continuity of use; and
4) Direct the City Attorney to make clarifying changes to the Agreement as necessary to effectuate the intent of the Agreement; and
5) Take such additional, related action that may be desirable.
CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025
AUTHORIZATION TO NEGOTIATE AND EXECUTE A FACILITY USE AGREEMENT WITH ASOCIACIÓN DE JALISCIENSES UNIDOS EN ACCIÓN (AJUA) FOR SHORTTERM USE OF THE CITY-OWNED NTMA FACILITY
FISCAL IMPACT
AJUA will pay rent of approximately three hundred dollars ($300) per month. This revenue will offset a portion of operational and utility costs associated with the NTMA facility. No significant fiscal impact to the City is anticipated.
BACKGROUND
The City owns the former NTMA facility, a 42,170-square-foot building used for various community purposes. AJUA, a nonprofit cultural organization, has requested permission to use designated indoor spaces to conduct cultural programming, community services, administrative activities, and small events consistent with their mission.
ANALYSIS
The proposed arrangement allows the City to activate an underutilized space while supporting community based programming. AJUA’s presence will also provide passive oversight of the building, assisting the City with monitoring the NTMA facility during the duration of AJUA’s use and reducing the need for additional security measures.
The rental rate will be set at a minimal cost of approximately three hundred dollars ($300) per month. This arrangement allows the City to recover a portion of operational costs while supporting the AJUA’s efforts to provide services and cultural programming for residents.
The Agreement’s term will be proposed to end on March 31, 2026, which provides flexibility for both parties as the City completes ongoing planning efforts. A month-tomonth continuation thereafter will ensure that the City can reassess long term needs while still accommodating AJUA for as long as operationally feasible.
ENVIRONMENTAL
The proposed negotiation and execution of the Agreement is exempt from the requirements of CEQA under CEQA Guidelines Section 15304 (Class 4 – Minor Alterations to Land) and Section 15061(b)(3) (Common Sense Exemption), because it can be shown with certainty that there is no possibility that the action will have a significant effect on the environment. Therefore, no further action is required pursuant to CEQA.
DISCUSSION
This short-term Agreement will support community programming while preserving the City’s ability to reassess future use of the NTMA facility. The agreement structure will provide flexibility and appropriate safeguards for City operations.
CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025
AUTHORIZATION TO NEGOTIATE AND EXECUTE A FACILITY USE AGREEMENT WITH ASOCIACIÓN DE JALISCIENSES UNIDOS EN ACCIÓN (AJUA) FOR SHORTTERM USE OF THE CITY-OWNED NTMA FACILITY
SUMMARY/NEXT STEPS
Following City Council approval, staff will work with the City Manager and City Attorney to negotiate, finalize, and execute the Agreement and coordinate AJUA’s access to and use of the facility.
ATTACHMENT(S):
None
ITEM STATUS:
APPROVED:
DENIED:
TABLED:
DIRECTION GIVEN:
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: Gus Hernandez, Director of Parks & Recreation
SUBJECT: ADOPTION OF REVISED FACILITY RESERVATION AND USE POLICY (FRUP)
DATE: December 2, 2025
RECOMMENDATION(S):
It is recommended that the City Council:
1) Adopt the revised Facility Reservation and Use Policy (FRUP); and 2) Take such additional, related action that may be desirable.
FISCAL IMPACT
Adoption of the revised FRUP does not result in a direct fiscal impact. Implementation of clearer procedures and enhanced compliance measures is expected to reduce staff time spent on reservation processing and follow-up, minimize damage-related costs, and improve cost recovery through better regulation of fees.
BACKGROUND
The Facility Reservation and Use Policy (FRUP) was formally adopted by the City Council on November 12, 2024. Following its initial implementation, staff identified opportunities to refine, clarify, and streamline the policy to better align with current operational needs, improve customer service, and enhance public access to City facilities. The revisions also incorporate updated municipal code language to ensure consistency with recently adopted regulations governing facility and park conduct.
ANALYSIS
The revised FRUP is intended to improve the efficiency of City operations and increase accessibility for residents, businesses, and community partners. Key revisions include:
CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025
ADOPTION OF REVISED FACILITY RESERVATION AND USE POLICY
ITEM STATUS:
APPROVED:
DENIED:
TABLED:
DIRECTION GIVEN:
• Streamlined reservation procedures to reduce administrative burdens and improve turnaround times.
• Clearer definitions, requirements, and guidelines to enhance consistency and transparency.
• Expanded public access by simplifying the reservation process and aligning facility use categories with community needs.
• Updated policy language referencing Santa Fe Springs Municipal Code §130.04, ensuring users are informed of rules governing unlawful conduct within City facilities and parks.
• Consolidated standards for facility use, including insurance requirements, setup/clean-up responsibilities, compliance expectations, and fee structures.
These revisions are designed to support operational efficiency, protect City assets, and ensure that facilities remain safe, accessible, and well-maintained.
ENVIRONMENTAL
N/A
DISCUSSION
Community use of City facilities continues to increase, and the revised FRUP provides staff with a more effective framework for managing reservations, ensuring accountability, and accommodating a broad range of public uses. The policy also enhances the City’s ability to regulate conduct, enforce safety standards, and preserve facilities for long-term use. Additionally, the inclusion of Municipal Code §130.04 reinforces the City’s commitment to maintaining a safe and respectful environment within all public spaces.
The revised FRUP provides a clear, comprehensive guide for renters and staff, ensuring fairness, consistency, and improved customer service.
SUMMARY/NEXT STEPS
If approved by City Council, staff will finalize the revised FRUP for immediate implementation, update all public-facing materials, and begin training personnel on new procedures. The updated policy will be posted on the City’s website, integrated into reservation workflows, and communicated to all facility users and community partners.
ATTACHMENT(S):
A. Draft Facility Reservation and Use Policy
Adopted 11/12/2024Revised 12/2/25
1 FACILITY RESERVATION AND USE POLICY
1. INTRODUCTION
1. The City of Santa Fe Springs (“City”) coordinates and issues permits for the use of facilities to organizations and the general public for cultural, social, recreational activities, and programs. The City will work to ensure fair and equitable allocation of space.
2. GOALS
1. The goal of this policy is to establish guidelines, rules, and procedures for the utilization of certain City facilities. This policy serves several purposes including the regulation of the use of City facilities, the effective management of City resources, the outlining of safety measures and security protocols, the preservation of the integrity and longevity of City facilities and assets, and ensuring compliance with legal requirements, regulations, and standards related to facilities operations.
3. PURPOSE
1. The purpose of this policy is to establish regulations and processes to ensure access of facilities for the use by the general public; to coordinate multiple facility spaces; to assure preservation of facilities; to prevent uses that are unsafe, unlawful, or impermissible; and to assure financial accountability for damage caused by field or facility use.
4. DEFINITION OF TERMS
1. Resident: A person whose primary residence is in the City (and those whose address is located in an unincorporated zip code that the Community Development Department has determined to be resident status).
a. Business Resident: A business owner whose business address is headquartered within the City boundaries, as verified by their Tax Identification Number, and whose name is on the business license.
b. School Resident: A school resident is defined as a student, who attends a school within the City boundaries but resides in a city that is not Santa Fe Springs. School Residents do not qualify for reservation resident rates.
2. Immediate Family Member: Immediate family members consist of spouse or domestic partner, parents, including stepparents and foster/adoptive parents, children, including stepchildren and foster/adopted children, siblings, including stepsiblings and half-siblings, grandparents, grandchildren, or legal guardian.
3. City Employee: A person who is employed by the City. City Employees must be active City employees to receive a facility reservation discount. The discount is outlined in the City’s Fee Schedule.
4. Non-Profit Organization: A non-profit organization is an entity that operates for purposes other than profit-making and is recognized as a current 501(c)(3) nonprofit ATTACHMENT A Formatted: Centered
Adopted 11/12/2024Revised 12/2/25
2 public benefit corporation by the Internal Revenue Service (“IRS”). Its primary goal is to further a particular social cause or advocate for a specific mission.
5. Renter: A person who pays a fee to use City facilities under a Facility Rental Agreement.
6. Special Events:
a. City-Sponsored or Co-Sponsored Special Events: Events sponsored or co-sponsored by the City, such as ArtFest, Independence Day Celebration, Relay For Life, etc. These events are directly organized or supported by the City.
b. Private Occasion Reservation Special Events: Events organized by private citizens for special occasions. These events require a permit for the use of City facilities.
i. Business Meeting: A business meeting is convened with the primary objective of facilitating decision-making processes, discussing corporate objectives, conducting employee training sessions, hosting seminars, workshops, or other educational endeavors pertinent to business operations. Business meetings adhere to a professional environment and do not permit the inclusion of alcoholic beverages. Furthermore, they abstain from incorporating entertainment elements such as DJ’s or live bands.
ii. Special Occasion Event: A special occasion event is a social gathering that may include, but is not limited to, a special form of recognition/celebration honoring individual(s), a holiday, or special occasion.
iii. Funeral Reception: A funeral reception is a gathering held within thirty (30) days of a funeral service to provide an opportunity for mourners to come together, offer condolences, share memories of the deceased, and provide support to the bereaved family and friends.
iv. Celebration of Life: A celebration of life is an event held to honor and commemorate the life of a deceased individual. Celebrations of life that do not occur within thirty (30) days of a funeral are considered a Special Occasion Event and subject to Special Event fees.
c. Third-Party Public Special Events: Events organized entirely by third-party private citizens or organizations that meet any of the following criteria:
i. hosting more than one hundred (100) people; or
ii. featuring food and/or informational vendors; or
iii. impede on a public right of way.
These events are not sponsored or co-sponsored by the City. Examples include large festivals, concerts, a business expo or fair, or parades.
Third Party Special Events may be subject to additional requirements, including, but not limited to Temporary Use Permit (See Chapter 119 (Reserved) of Title 11 (Business Regulations)) of the Santa Fe Springs Municipal Code.
d. Types of Entertainment:
Adopted 11/12/2024Revised 12/2/25
3 i. DJ (Disk Jockey): A DJ plays recorded music from various genres and interacts with the audience by mixing songs together and sometimes providing announcements or commentary.
ii. Live Band: A group of musicians who perform music live using amplified instruments such as guitars, drums, keyboards, etc.
iii. Mariachi Band, Quartet, or Quintet: A traditional musical group typically consisting of acoustic guitars, violins, trumpets, and sometimes other instruments.
iv. Trio: A smaller ensemble consisting of three musicians who may play a variety of instruments such as guitar or violin.
v. Soloist: A single performer who sings or plays an instrument alone, providing entertainment for the event. This could be a singer, guitarist, pianist, or any other musician performing individually. vi. Dance: A dance group consisting of many forms of dance that are created and performed to entertain an audience, this can include folk, recitals, or story dances.
5. RESERVATIONS
1. Due to the high demand for facilities, applications for reservations will be accepted as follows:
a. Residents – twelve (12) months in advance (open at the beginning of the month).
b. Non-Residents – nine (9) months in advance.
c. Reservations will not be accepted less than thirty (30) days from event date. d. EXCEPTIONS:
i. Funeral Receptions.
ii. Heritage Park or Clarke Estate Reservations.
iii. Park rental facilities during regularly staffed hours.
2. City reserves the right to change, or cancel any reservation, at any time resulting from City activity and/or maintenance.
3. A facility is not considered rented until (i) Renter submits to City a signed City Rental Agreement, deposit/down payment and/or rental fee, a credit card authorization form, certificate of insurance and endorsements, written evidence of permits and licenses, and any other items deemed necessary and requested by City; and (ii) City, in its sole discretion, approves such rental in writing.
4. The signatory of a City Rental Agreement must be the Renter and at least eighteen (18) years of age if alcohol will not be served, or at least twenty-one (21) years of age if alcohol will be served.
5. Renter shall be present for the entirety of the event, including set-up and breakdown periods.
a. Exception: For weddings, or funeral receptions, if the Renter is the bride or groom, the Renter shall provide City with a single contact to serve as the representative for Renter’s activities. However, the representative is not able to make changes to event date, times, and layout.
6. Renter shall be responsible for securing all required permits and licenses.
Adopted 11/12/2024Revised 12/2/25
4 7. The facility shall be used for the purpose stated in the Facility Rental Agreement. No other use will be permitted.
8. Renter shall not use City’s name to suggest endorsement or sponsorship of the event without prior written approval of City. Renter’s publicity of the event shall clearly and accurately identify the name of the sponsoring organization or individual.
9. Renter shall permit any City officers, employees, or agents to visit the event described in the City Rental Agreement.
10.Under no circumstances shall Renter sublease or allow any other organization or individual to use the facility for the period for which Renter has contracted.
11.Renter is an independent contractor and not considered an agent or employee of City, even if the renter is employed by the City.
12.Renter is allowed one (1) date change per reservation confirmation, provided that the date change occurs with six (6) months or more from the original reservation date.
Cancellation that occurs after a date change will result in forfeiture of deposit/downpayment.
6. COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, REGULATIONS
1. Renter shall comply with all local, state, and federal laws and regulations related to the use of the facility and public gatherings.
2. Renter agrees to abide by all applicable local, state, and federal, accessibility standards and regulations.
2. The Renter agrees to comply with all applicable City ordinances, rules, and regulations, including but not limited to Santa Fe Springs Municipal Code Section §130.04 – Unlawful Conduct Within Public City Facilities and City Parks. The Renter understands that failure to comply with any City ordinance or directive from City staff may result in revocation or suspension of the rental permit, removal of individuals from the premises, immediate cancellation of the event, and/or assessment of additional fees or charges. The City reserves the right to take any action necessary to protect public safety, City property, and the well-being of participants and staff.
3. Renter agrees to be solely responsible for reviewing and ensuring compliance with all applicable public health rules, regulations, orders, and/or guidance in effect at the time of the use of the facility, for example, use of appropriate sanitation practices, physical distancing, limits on the size of gatherings, etc.
4. City reserves the right to immediately revoke Renter’s right to use of the facility should Renter fail to comply with any provision of this section.
7. FEES
1. Rental fee and/or deposit/down payment can be made online, or in-person via credit card, cash, or check. Fees must be paid thirty (30) days prior to event date. Checks are not accepted less than thirty (30) days prior to event date.
2. City will require a rental fee and/or a deposit/down payment from Renter. Some nonprofit agencies may be eligible for a facility fee waiver (see Section 19, FEE WAIVERS).
3. Cancellations of reservations may be subject to the withholding of a portion of, or the entire, rental fee and deposit/down payment for the facility (see Section 18 for Adopted 11/12/2024Revised 12/2/25
5 WITHHOLDING AND ADDITIONAL FEES).
4. Renter will forfeit deposit/down payment and City may charge an additional amount for any event continuing past the ending time stated in the Facility Rental Agreement.
5. In the event facility is left damaged, Renter will forfeit deposit/down payment and may be charged for any and all janitorial and/or repair fees incurred by City as a result, and those fees will be billed to Renter.
Adopted 11/12/2024Revised 12/2/25
6 8. INDEMNIFICATIONc
1. Renter shall indemnify, defend, and hold harmless City, and its officers, employees, and agents from and against any and all causes of action, claims, liabilities, obligations, judgments, losses, costs, expenses, or damages, including liability for injuries or illnesses to any person or persons or damage to property arising at any time during and/or arising out of or in any way connected with Renter’s use or occupancy of the facility and adjoining property, unless solely caused by the gross negligence or willful misconduct of the City, its officers, employees, or agents. In the event City indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Renter’s use or occupancy of the facility and adjoining property, Renter shall provide a defense to the City indemnitees, or at the City’s option, reimburse the City indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims.
2. Renter waives any right of recovery against City, its officers, employees, and agents for indemnification, contribution, or declaratory relief arising out of or in any way connected with Renter’s use or occupancy of facility and adjoining property, even if City, its officers, employees, or agents seek recovery against Renter. This provision does not apply to claims or damages caused by the City’s sole negligence, gross negligence, or willful misconduct.
3. Renter waives any right of recovery against City, its officers, employees, and agents for fires, floods, earthquakes, civil disturbances, regulation of any public authority, and other causes beyond their control. Renter shall not charge results of “acts of God” to City, its officers, employees, or agents.
4. Renter shall report any personal injuries or illnesses or property damage arising at any time during and/or arising out of or in any way connected with Renter’s use or occupancy of facility and adjoining property to City in writing and as soon as practicable, but in no event not more than seventy-two (72) hours after occurrence.
9. INSURANCE REQUIREMENTS AND SPECIFICATIONS
9.1. The City, at its sole discretion, may apply insurance requirements and specifications.
1.2. General liability insurance. Renter shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
2.3. Proof of insurance. Renter shall provide certificates of insurance to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City prior to commencement of the rental.
Current certification of insurance shall be kept on file with City at all times during the term of this AGREEMENT. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3. Additional Insured Status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, agents, and volunteers shall Formatted: Not Expanded by / Condensed by
Formatted
Adopted 11/12/2024Revised 12/2/25
7 be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
4. Duration of Coverage. Renter shall procure and maintain for the duration of the Facility Use Agreement insurance against claims for injuries to persons or damages to property, which may arise from Renter’s use or occupancy of facility and adjoining property.
5. Primary/Non-Contributing. Coverage provided by Renter shall be primary, and any insurance or self-insurance procured or maintained by 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 policies shall include or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
6. Waiver of subrogation. All insurance coverage maintained or procured pursuant to the Facility Use Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees, and volunteers or shall specifically allow Renter or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Renter hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its vendors.
7. Notice of cancellation. Renter agrees to oblige its insurance agent or broker and insurers to provide 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. Renter agrees to oblige its insurance agent or broker and insurers to provide CITY with a thirty (30) day notice of any change of coverage or limits.
8. Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by City.
9. Enforcement. Renter acknowledges and agrees that any actual or alleged failure on the part of City to inform Renter of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder.
10.Requirements not limiting. Requirements of specific coverage features, or limits contained in this section, are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be allinclusive, or to the exclusion of other coverage, or a waiver of any type. If the Renter maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Renter. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
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8 11.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 City and approved of in writing.
12.City’s right to revise specifications. City reserves the right at any time during the term of the Facility Use Agreement to change the amounts and types of insurance required by giving the Renter at least thirty (30) days advance written notice of such change. However, CITY reserves the right to give less than thirty (30) days notice if City first becomes aware of an issue and needs to change the amounts and types of insurance within thirty (30) days of the scheduled event.
13.Additional Insurance. Renter 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 use or occupancy of the FACILITY and adjoining property.
14.Timely notice of claims. Renter shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Renter’s use or occupancy of the facility and adjoining property, and that involve, or may involve, coverage under any of the required liability policies.
CITY reserves the right to require additional lines of insurance, and any additional insurance, will be agreed to by Renter in writing. Additional insurance may include, but is not limited to:
1. Automobile liability insurance. Renter shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Renter arising out of or in connection with the facility use, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
2. Sexual abuse/molestation insurance. Renter shall procure and maintain sexual abuse and molestation liability coverage in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate. This coverage may be part of commercial general liability coverage, professional liability coverage, or a separate policy.
3. Liquor liability insurance. Renter shall maintain full liquor liability insurance coverage in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate.
4. Workers’ compensation insurance. Renter shall maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000). Renter shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
5. Cyber liability insurance. Renter shall procure and maintain cyber liability insurance with limits of $1,000,000 per occurrence, $2,000,000 general aggregate.
6. Other. If Renter contracts with a third-party service provider (e.g., caterer), Renter will require the service provider to procure and maintain at its sole cost and expense comprehensive general liability insurance in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, and if applicable, liquor liability coverage Adopted 11/12/2024Revised 12/2/25
9 in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, or other lines of coverage City requires. Both City and Renter shall be endorsed as additional insureds.
10. SECURITY
1. City, at its sole discretion, may require a certain number of security officers for the event. Renter shall be responsible for paying or reimbursing City for all costs and expenses in providing security.
2. Renter is solely responsible for supervising all individuals at the facility and adjoining property(ies) during the event. City is not responsible for providing this supervision.
However, City may remove individuals from the facility during the event if their conduct is not in the best interest of the public, against the City’s Code of Conduct, or is deemed to be detrimental in any way by City staff.
11. SET-UP / CLEAN-UP / DECORATIONS
1. Renter, caterers, bands, vendors, entertainment, photo booths, transportation of rental equipment, and related individuals and activities will not be permitted access to the facility prior to the event set-up time period, or after event breakdown period, as indicated on the Reservation Confirmation. Renter shall be responsible for arranging access during the time requested for entry and exit of the facility.
2. Renter shall not prepare or decorate the facility prior to the event setup time, unless Renter provides rental fees, deposit/down payments, and insurance for the time of the preparation and/or decoration.
3. Renter shall not drive or permit to be driven nails, hooks, tacks, pins, screws, poles, stakes, tape, glue dots, glue, adhesives, or other forms of fasteners into any part of the facility and shall not make or allow to be made any alterations of any kind therein.
All décor items utilized by the Renter must be free-standing and remain unattached from any part of the facility.
4. Renter is responsible for ensuring that free-standing décor must be displayed, utilized, and/or weighted to prevent it from moving or falling.
5. The use of glitter, confetti, rice, coins, paper currency, silly string, whip cream, birdseed, spray cans, hay, straw, event scatter, or similar type of items, is prohibited.
6. Signs and decorations may not be placed outside the building, trees, shrubbery, or planter areas.
7. Open flames of any kind, candles, smoke, fog machines, bubble machines and piñatas, are NOT allowed. Electronic/flameless candles are permitted.
8. Standard glass vases for floral arrangements are allowed. Glass beverage containers are not allowed as centerpieces.
9. Balloons may NOT be released/loosed inside facility. Balloons must be on weights and set on tabletops. Balloon arches are permissible if they do not exceed height restrictions, as described in the City municipal code.
10.Renter shall be responsible for all clean-up of the facility, including adjacent grounds, lobbies and restrooms, at the end of the rental. Renter shall pick up, bag, sweep, mop, remove all trash, and/or bodily fluid discharge, generated by all activity in any Adopted 11/12/2024Revised 12/2/25
10 way connected with its use of the facility, leaving the facility clean and free of all trash and litter. Renter shall also leave all fixtures, if any, in good working condition.
11.Renter shall not store any equipment or materials at the facility or adjoining property.
12.Renter shall be responsible for any and all damage to the facility and/or its contents during use. In the event damage occurs or excessive cleaning is necessary, Renter shall be charged for any and all janitorial and/or repair fees incurred by City as a result, and Renter’s deposit/down payment may be withheld, or credit card on file may be charged.
13.Renter’s may utilize equipment from third-party vendors (such as chairs, tables, stages, lecterns, pipe and drape, archways, portable bars, generators, etc.). The use of third-party rental equipment must be approved by City more than thirty (30) days prior to event date. Aforementioned equipment may not be stored overnight and must be delivered and picked up within the times indicated on the Reservation Confirmation. Third-party equipment must be completely off of any public grounds within the allotted takedown time. Renter must provide a vendor agreement and a Certificate of Liability Insurance (see Insurance Requirements & Specifications) when third-party equipment is utilized.
14.Renter is responsible for arrangement of any third-party equipment, decorations, and/or set-up; this includes unloading, delivery into the facility, take down, and transport out of the facility. City staff is NOT responsible for third-party equipment.
Additionally, delivery of any third-party equipment will NOT be signed for by staff.
Applicant must be present for the delivery and pick-up of equipment.
15.Renter’s facility rental fee includes three (3) hours of set-up time only, and one (1) hour of breakdown/cleanup time.
a. Exceptions:
i. Little Lake Park: If renting the Meeting Room at Little Lake Park, there is a 6-hour maximum use time not including set-up and cleanup. No event shall end past 8 p.m.
16.Covered Picnic Areas: rental fee includes one (1) hour of set-up time only, and one (1) hour of breakdown/cleanup time.
a. Additional set-up time (maximum of two (2) hours may be purchased for decoration/set-up purposes only.
b. Decorating must take place immediately before event start time. c. Additional time MUST be purchased 30 days prior to scheduled event. Guests will not be allowed to enter the facility room until the time indicated on the Reservation Confirmation.
12. EQUIPMENT / ACCESSORIES
1. Renter shall not remove, relocate, or take City property outside of the FACILITY for any reason.
2. Renter shall not use City equipment, tools, or furnishings located in or about the FACILITY.
3. Renter shall not drive motorized vehicles on fields, green space, paths, or facility grounds.
4. Renter shall secure the approval of City before using audio/visual systems, public address systems, and live or recorded amplified music. Renter shall not record, Adopted 11/12/2024Revised 12/2/25
11 televise, or broadcast the event or any portion thereof without prior written approval of City.
13. FOOD & BEVERAGE
1. Renter is responsible for ensuring that all food prepared/cooked/served is compliant with Los Angeles County Department of Public Health regulations and protocols.
2. Cooking with open flames must be done outdoors.
a. i.e., taco cart, bbq smokers, grills, etc.
3. Cooking oil must be discarded in proper containers or must be taken at the conclusion of the event.
4. Chaffing dishes and service utensils are not provided by the City. a. EXCEPTION: Gus Velasco Neighborhood Center Pio Pico Room may provide chaffing steam table, on a case-by-case basis.
5. Food may be warmed at onsite kitchen but cannot be prepared or cooked in the kitchen.
6. All City facilities allow catering type vehicles (i.e., food trucks). Renter must get approval from City to have such vehicles at least thirty (30) days prior to reservation/event date, and is subject to additional fees and regulations.
7. Renter is responsible that all food, containers, utensils, or similar type of items are removed from the facility at the end of the event.
8. For the Clarke Estate and Heritage Park, Renter is responsible for the following additional requirements:
a. Applicant agrees to hire a food caterer from the City’s Preferred Catering List. i. If Renter chooses to select a caterer that is not on the City’s Preferred Catering List, renter must provide a copy of the invoice to the City, and pay a ten percent (10%) catering fee to the City, prior to the event.
9. Alcohol and Beverage Consumption
a. The signatory of the Facility Use Agreement must be the Renter and at least eighteen (18) years of age if alcohol will not be served, or at least twenty-one (21) years of age if alcohol is served.
b. If serving alcohol, applicant is required to have a licensed bartender at all times while serving guests. Anyone under the age of 21 is prohibited from standing behind the bar at any time. Self-serving is not allowed. i. EXCEPTION: Clarke Estate & Heritage Park: Applicant must use a licensed bartending service from the City’s exclusive bar service list and subject to a twenty percent (20%) bartending fee to the City. c. Renter will submit a copy of the Responsible Beverage Service Licensed Bartender Certification along with bartender’s copy of valid Driver’s License (with current mailing address) and the telephone number to City at least five (5) days prior to the reservation/event. A copy of the Alcohol Policy and Procedures will be provided to the Licensed Bartender.
d. Applicant must ensure that the licensed bartender complies with all state laws. e. OUTSIDE ALCOHOL IS NOT ALLOWED. Guests may NOT consume alcohol in the parking lot, restroom, lobby or on any other City property. Guests are not permitted to bring alcohol. Violations may be subject to closure of event Adopted 11/12/2024Revised 12/2/25
12 and loss of deposit/down payment, or charge of the credit card on file. Alcohol is only allowed within the designated facility. Flasks or personal beverage containers containing alcohol are prohibited. Staff reserves the right to inspect any coolers, bags, or containers, brought by the Renter, or the Renter’s guests.
f. Alcohol is not permitted to be dropped off at facility and left unattended.
Bartending services, and/or reservation holder, must be present to receive pre-purchased alcohol. Staff will not receive alcohol from applicant to hold until bartending service arrives.
g. The serving of alcohol MUST stop thirty (30) minutes before the end of the event. Staff will ensure that bar closes thirty (30) minutes prior to end of event. h. Alcohol (i.e. champagne, wine, beer, etc.) MAY NOT be placed on tables as part of the decoration and/or for guests to self-serve. All alcohol beverages must be served to guests in disposable cups (beverage containers made of glass are not allowed, filled or empty).
i. For a Celebratory Toast, alcohol must be served at the bar, by the bartender, and must be served in plastic stemware.
j. Heritage Park & Clarke Estate:
i. For ceremony and reception reservations, applicant understands that alcohol may not be served until completion of the ceremony. All alcohol must be served from a designated bar area. Alcohol is not permitted following a ceremony-only reservations.
k. Staff reserves the right to close the bar if deemed necessary (i.e. if applicant and/or guests are not in compliance). Violations may result in event closure and loss of deposit/down payment, and/or incurring additional charges to the credit card on file.
l. Serving alcohol to minors, and/or consumption of alcohol by minors (under age of 21), is strictly prohibited. Violations of this may result in closure of the event and denial of future facility use by City.
m. Serving alcohol to an intoxicated person is prohibited. Violations of this may result in closure of the event, and denial of future facility use by City. n. The applicant agrees to comply with all State and Municipal Laws concerning the sale of and consumption of alcoholic beverages while using the facility.
Failure to comply with this policy will result in event being terminated immediately, and deposit/down payment will not be refunded, and credit card on file may incur additional charges.
o. Alcoholic beverages are not allowed in park settings (SFSMC §130.04). p. If selling alcohol:
i. An Alcohol Beverage Control (ABC) License is required. ii. The license can be obtained a maximum of two (2) weeks prior to the scheduled event and must be submitted to the City at least five (5) days prior to the scheduled event. If the license is not submitted on time, alcohol cannot be sold at the event.
iii. Required license can be purchased at: Alcohol Beverage Control Office, 222 E. Huntington Drive, Suite 114, Monrovia, CA 91016, (626) 256 – 3241, www.abc.ca.gov.
iv. Applicant must obtain the license in person and must take the following Adopted 11/12/2024Revised 12/2/25
13 documents:
1. Letter of Permission from City (a Community Services Supervisor can provide this letter)
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14 2. A Cashier’s Check or Money Order. (Method of payment is subject to change at the election of City)
3. For nonprofit organizations wanting to sell alcohol – proof of nonprofit status, IRS Exception Certificate, and Bylaws.
14. COVERED PICNIC AREAS
1. Renter is responsible for obtaining City’s approval to have vendors at their reservation.
2. Dunk tanks, petting zoo, and pony rides are not permitted on the park. Game trucks and food trucks are permitted at all locations at designated areas and require an additional fee (see Fee Schedule for more details).
3. No form of amplified sound is permitted (i.e. P.A. systems, bands, DJ’s, etc.).
4. Renter will provide their own charcoal for the BBQ grills. Renter can bring a propanefueled grill.
5. Additional setup and/or breakdown time may be purchased at additional rates (see Fee Schedule for more details).
6. Up to three (3) EZ-Up canopies may be brought on to the park. Each EZ-Up may not exceed the size of 10’ x 10’ (S.F.S.M.C. §130.04.B.23-24).
7. Renter is responsible for ensuring that free-standing décor, or EZ-Up canopies must be displayed, utilized, and/or weighted to prevent it from moving or falling.
15. INFLATABLE AMUSEMENTS (JUMPERS)
1. Inflatable amusements (i.e., moon bouncers, bounce houses, or jumpers), are allowed in City parks at the following locations and must meet the following criteria:
a. Allowed at the following locations: Lakeview Park, Little Lake Park, Los Nietos Park, Santa Fe Springs Park.
b. Conventional size jumpers only. Inflatables larger than 30' X 30' are NOT allowed. Jumpers with water and amusements with mechanical components (i.e. mechanical bull) are not permitted.
c. Renter is responsible for providing to the City a copy of inflatable amusement (jumper) vendor’s liability insurance; Vendor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
d. Renter is responsible for ensuring that they obtain an inflatable amusement (jumper) that is compliant with the American Society for Testing Materials (ASTM) Designation F2374-10.
e. The vendor or reservation holder must provide its own electricity (i.e. silent generator).
f. City and its employees are not responsible for any inflatable amusements (jumper) left on the premises before or after permitted hours.
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15 g. City and its employees are not responsible for any damages caused to the inflatables.
h. City and its employees are not liable for any injuries to anyone participating in the use of the inflatable amusement (jumper) set-up on any City facility. i. Staff must be present while inflatable amusement (jumper) is set-up at the park. Renter may purchase additional time for set-up .
j. Only two (2) inflatable amusement (jumper) are allowed at each park at any time. Only one (1) jumper is allowed per reservation.
k. A fee is required for an inflatable amusement (jumper) permit if a picnic area is not rented (see City’s fee schedule for specific fees). l. All inflatable amusement (jumper) requirements are due to the City no less than two (2) weeks prior to the event date. This includes company information and insurance requirements.
m. The inflatable amusement (jumper) unit must be staked down at all times while in use.
n. Park staff is not responsible for supervision of children in inflatable amusement (jumper). Supervision of children in the inflatable amusement (jumper) is required at all times.
16. MISCELLANEOUS
1. Renter shall not admit a larger number of individuals than indicated on the approved Reservation Confirmation.
2. Gambling of any kind is not permitted at the facility.
3. Smoking is not permitted inside or within 25’ of the facility. a. Smoking or possessing any lit cigar, cigarette, e-cigarette, vaping device, or pipe, unless City has designated a specific smoking area, is not allowed.
4. No animals are permitted at the facility, except for service animals, as defined under the Americans with Disabilities Act, which are individually trained to do work or perform tasks for people with disabilities.
5. If Renter violates any part of this policy or reports false information to City, City may refuse Renter further use of the facility, and Renter shall forfeit a portion, or all, of the rental fee and/or the deposit/down payment, and/or incur additional charges to the credit card on file.
6. City may impose additional requirements as deemed necessary to protect the health, safety, and/or welfare of the community.
7. The facility is not to be used by applicant for commercial benefit or profit-making purposes. Solicitation of money (including admission charges, dues, donations or sales) is prohibited. An exception is made for community-based incorporated groups and nonprofits; however, verification of 501(c)(3) status, through their tax ID application, must be submitted, and approval must be granted by the City Manager.
8. City is not responsible for items that are lost, stolen, or damaged in or on the grounds of the facilities. Leaving personal items unattended or bringing in personal belongings that are disruptive to the primary use of space are not allowed.
17. FORCE MAJEURE
Adopted 11/12/2024Revised 12/2/25
16 1. In the event of a natural disaster, government or societal actions, infrastructure failures, or Act of God, City will not be responsible for any costs incurred by the Renter, including, but not limited to, invitations, entertainment, food, beverages, decorations, giveaways, photographers, attractions, inflatables, or any other related expenses.
18. WITHHOLDING AND ADDITIONAL FEES
1. Deposit/Ddown payment is due at the time application is submitted.
2. The applicant will be billed for any costs exceeding the deposit/down payment or facility use fee. If all requirements of the Facility Use Agreement have been met, the deposit will be refunded via mail 4-6 weeks after event to the applicant. If paying by credit card, deposit will be refunded back to credit card within 7-10 business days after event evaluation/checklist has been approved.
3. Down payments are fees toward the reservation and are not refundable.
4. The City reserves the right to charge the Renter’s credit card on file for any costs incurred as a result of damages, vandalism, excessive trash, failure to clean and restore the facility to its original condition, unauthorized use of equipment or areas, and/or any additional time beyond the contracted rental period. All associated fees will be assessed based on actual repair, replacement, cleaning, or staffing costs as determined by the City.
4.5. Renter agrees to reimburse City for any loss or damage to CITY property caused by party, guests, and/or contracted vendors, and additional charges may be incurred.
5.6. The balance of fees are due 30 days prior to the scheduled event. If the fees are not paid as required, the reserved date will be cancelled.
6.7. Deposit/Ddown payment will be held if cancellation takes place less than six (6) months of event. A $100.00 non-refundable fee will be charged for event cancellation between six (6) months to one (1) year of event date.
a. EXCEPTION: If cancelling covered picnic areas at Lakeview Park, Little Lake Park, Los Nietos Park, and Santa Fe Springs Park more than thirty (30) days prior to event date, Renter will be refunded 50% of deposit/down payment. If cancellation occurs under thirty (30) days of event date, Renter will forfeit deposit/down payment and will be refunded any FACILITY fees.
7.8. All cancellations must be conducted in person with picture ID, or in writing via email from the email address on file; otherwise, Renter’s deposit/down payment will not be refunded.
8.9. Per City policy, City employees are not permitted to accept gratuities or gifts of any kind.
9.10. If Renter exceeds the time indicated on the Reservation Confirmation, deposit/down payment may be withheld and additional fees may be incurred, and the credit card on file will be charged for any additional fees..
19. FEE WAIVERS
1. The City of Santa Fe Springs recognizes and appreciates the value of partnering and collaborating with other agencies and organizations to provide services that benefit the community and its residents. In an effort to provide support to organizations, the Adopted 11/12/2024Revised 12/2/25
17 City of Santa Fe Springs has established a policy for determining when fees may be waived.
2. Process
a. Fees established by the City of Santa Fe Springs for the use of City parks and facilities may be waived by the Department Director (up to $500), or the City Adopted 11/12/2024Revised 12/2/25
18 Manager, or designee, up to $4,999, if the Renter submits a fee waiver application and meets the defined criteria within this policy. i. A Fee Waiver application must be submitted no later than 45 days prior to the date of the event.
ii. Approval of the fee waiver does not relieve the
applicant/organization of the obligations to comply with all other permit requirements, including but not limited to submitting a facility use application, liability insurance, health permits, ABC License, deposit/down payment, etc.
3. Fees and costs that are NOT eligible to be waived:
a. Staffing or labor
b. Refuse costs
c. Custodial/Janitorial costs
d. Maintenance costs
e. Other City charges
4. Eligibility
a. Tier I Criteria: City recognizes the value that organizations/agencies play in providing benefits to the community and Santa Fe Springs residents. Fees may be waived for organizations/agencies if any of the following criteria are met:
i. A non-profit organization or association must be headquartered in Santa Fe Springs (must have a physical address in Santa Fe Springs), verified through their current 501(c)(3) Tax Identification Number. Such organization shall be organized and exist in the City for a minimum of one (1) year prior to the event.
ii. The organization must have as their sole purpose to benefit the City or a particular City Department or service.
iii. Schools located within the City of Santa Fe Springs or related organizations such as private schools within the City.
iv. Government agencies where the fee waiver will provide essential public services that align with City’s mission of serving the community.
b. Tier II Criteria: Organizations/agencies that do not meet the criteria under Tier I may still qualify if they are able to meet all criteria in Tier II. i. The event or program is consistent with City or City Department’s mission, values, and objectives.
ii. The program or event provides a valuable and definable benefit to the Santa Fe Springs community; including but not limited to youth programs and events.
iii. The proposed event or program will have no negative impact on the existing facility/park or cause the need for increased maintenance; and will not displace any existing City programs or reservations. iv. There is no evidence of previous violations of any permits previously issued to applicant or organization.
Adopted 11/12/2024Revised 12/2/25
19 c. The City Manager may waive fees for organizations that benefit the public, promote civic engagement, as well as support safety, health, and welfare, aligning with the City 's mission.
d. Appeals: The applicant may submit a written appeal (letter or email) directly to the City Manager within ten (10) calendar days of the fee waiver denial.
20. CONTINUAL USE FEE WAIVERS
1. Organizations may utilize City parks and facilities for continual use if specific criteria are met. Organizations must meet eligibility requirements and the continual use of City parks and facilities may be issued a reduced fee of Thirty Dollars ($30.00) per day (fees subject to change), per use. The application period is renewed every twelve (12) months in January. Continual use may be revoked at any time for violations of this Policy. Organizations must meet the following criteria:
a. A non-profit organization or association must be headquartered in Santa Fe Springs, verified through their Tax Identification Number. i. Such organizations shall be organized and exist in the City for a minimum of one year (1) prior to the start date of the first event. ii. Schools located within the City of Santa Fe Springs or related organizations such as private schools within the City.
iii. The organization must have as their sole purpose to benefit the City or a particular City department or service.
2. The maximum time allowed for per day use is two (2) hours, including set-up and clean-up times.
3. An organization that provides Department approved community services may get the daily use fee waived. Prior approval of the community services project must be obtained in order to qualify.
4. Approval of the fee waiver does not relieve the applicant/organization of the obligations to comply with all other permit requirements, including but not limited to submitting a facility use application, credit card authorization form, liability insurance, health permits, ABC License, deposit/down payment, etc.
21. POLICY INTERPRETATION AND REVISION AUTHORITY
1. The City Manager, or designee, retains the authority to interpret this policy and to make changes, revisions, or exceptions, as deemed necessary, provided that such modifications serve a demonstrable community benefit for the residents of Santa Fe Springs.
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: Michael Kozicki, Acting Fire Chief
SUBJECT: STATE HOMELAND SECURITY PROGRAM FUNDS AWARD OF
PURCHASE OF AUTO PULSE NXT EQUIPMENT
DATE: December 2, 2025
RECOMMENDATION:
It is recommended that the City Council:
1) Award of purchase to Zoll Medical Corporation, in the amount of $87,670.86 for Auto Pulse NXT system(s) and equipment.
2) Take such additional, related, action that may be desirable.
FISCAL IMPACT
The State Homeland Security Program is 100% reimbursable grant. There will be no fiscal impact on the city. Zoll Medical Corporation is a sole source and the form is attached.
BACKGROUND
The AutoPulse® NXT Resuscitation System is a next-generation mechanical CPR device designed specifically to support EMS and EMT teams in the field and during patient transport. It delivers consistent, high-quality chest compressions in even the most challenging prehospital environments. Built with a radiolucent and low-profile design, the AutoPulse NXT allows for clear imaging if used in transition to hospital care, while its rugged construction supports reliable performance in ambulances. It accommodates patients with chest circumferences from 30 to 56 inches and weights up to 400 pounds, making it adaptable for a wide range of adult patients encountered by EMS personnel.
This purchase includes the full AutoPulse NXT system, along with its warranty and lithium batteries, ensuring dependable operation and continued support for field use.
CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025
STATE HOMELAND SECURITY PROGRAM FUNDS AWARD OF PURCHASE OF
AUTO PULSE NXT EQUIPMENT
ITEM STATUS:
APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
The AutoPulse NXT provides uninterrupted, circumferential compressions that automatically adjust to each patient, helping EMS crews deliver high-quality, consistent CPR throughout transport and handoff. Studies show the AutoPulse improves blood flow and increases rates of return of spontaneous circulation (ROSC) by 62% compared to manual CPR, while also reducing 30-day mortality compared to other mechanical CPR systems. Designed for seamless integration with ZOLL’s R Series® and X Series® monitor/defibrillators, the AutoPulse NXT supports efficient workflow and data management during and after resuscitation events. The inclusion of the complete AutoPulse NXT equipment, warranty, and lithium batteries ensures reliable, ready-todeploy performance for EMS agencies, helping crews provide continuous, effective resuscitation from the scene through patient delivery.
ANALYSIS
N/A
ENVIRONMENTAL
N/A
DISCUSSION
N/A
SUMMARY/NEXT STEPS
Once the City Council approves the recommended actions, Fire-Rescue staff will proceed with purchasing the AutoPulse NXT system and related equipment and will submit the necessary reimbursement request for the State Homeland Security Program grant.
ATTACHMENT(S):
A. FEMA Authorized Equipment List
B. Zoll Quote
C. Zoll Sole Source Letter
D. Zoll SAM.GOV
NOTICE: Due to the lapse in federal funding, portions of this website may not be updated and some non-disaster assistance transactions submitted via the website may not be processed or responded to until after appropriations are enacted. Get more information.
Apply for Assistance
An official website of the United States government Here’s how you know 09ME-03-MCCD - Device, Mechanical
Chest Compression
Description
Mechanical device that provides powered consistent chest compressions in lieu of manual coronary perfusion pressure (CPP) for a patient in cardiac arrest.
Grant Notes
Medical equipment, supplies, and pharmaceuticals purchased under this grant program are allowable only to supplement normal stores, in order to provide the surge capacity necessary for CBRNE terrorism response. They are NOT intended for routine use.
More Information
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Transit Security Grant Program (TSGP)
Tribal Homeland Security Grant Program (THSGP)
Urban Area Security Initiative (UASI)
Standardized Equipment List
For more information on operating considerations, mandatory and applicable standards, and training requirements, visit the Interagency Board’s Standardized Equipment List website.
Note: Some equipment items on the Authorized Equipment List may not be listed on the Standardized Equipment List.
System Assessment and Validation for Emergency Responders For market survey reports, visit the System Assessment and Validation for Emergency Responders website. To search for an equipment item, use the same Authorized Equipment List item number.
Note: Some equipment items may not have market survey reports.
Last updated April 18, 2024
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Quote No: Q-126827 Version: 1
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
Santa Fe Springs Fire Department
11300 Greenstone Avenue
Santa Fe Springs, CA 90670
ZOLL Customer No: 161794
Geoff Dayne
[email protected]
Quote No: Q-126827
Version: 1
Issued Date: November 18, 2025
Expiration Date: December 31, 2025
Terms: Net due in 30 days
FOB: Shipping Point
Freight: Prepay & Add
Prepared by: Juliana Isayeva
EMS Territory Manager
[email protected]
Item Contract
Reference
Part Number Description Qty List Price Adj. Price Total Price 1 8700-001003-01 AutoPulse NXT Starter Kit - EMS
Includes: AutoPulse NXT Platform, AutoPulse NXT
Charger, AutoPulse NXT Lithium Batteries (2),
AutoPulse NXT Bands (3 pack), AutoPulse NXT
QuickCase, AutoPulse NXT Shoulder Restraint
3 $23,204.00 $22,507.88 $67,523.64
2 8700-001012-01 AutoPulse NXT Lithium Battery 3 $1,542.00 $1,495.74 $4,487.22 3 8778-890004-WF-NXT AutoPulse NXT Worry-Free Service Plan - 4 Year At Time of Sale
Includes: Preventive maintenance per ZOLL's
recommendation, Repairs: Parts and labor per ZOLL
Limited Product Warranty, and minimum service fee
waived, and Accidental damage coverage (see
below). Shipping and use of a Service Loaner upon
request during device service, no charge shipping.
Service Plan is a continuation of ZOLL Limited
Product Warranty.
<br><br>Accidental damage guidelines can be found
in the ExpertCare Service Plan Terms and
Conditions on the ZOLL website.
3 $5,800.00 $5,220.00 $15,660.00
Subtotal: $87,670.86
Total: $87,670.86
Santa Fe Springs Fire Department
Quote No: Q-126827 Version: 1
ZOLL Medical Corporation
269 Mill Road
Chelmsford, MA 01824-4105
Federal ID# 04-2711626
Phone: (800) 348-9011
Fax: (978) 421-0015
Email: [email protected]
To the extent that ZOLL and Customer, or Customer’s Representative have negotiated and executed overriding terms and conditions (“Overriding T’s & C’s”), those terms and conditions would apply to this quotation. In all other cases, this quote is made subject to ZOLL’s Standard Commercial Terms and Conditions (“ZOLL T’s & C’s”) which for capital equipment, accessories and consumables can be found at https://www.zoll.com/terms-and-conditions-of-sale, for software products can be found at https://www.zoll.com/software-legal, and for ExpertCare Service Plans can be found at https://www.zoll.com/ExpertCare-Service-Terms. Except in the case of overriding T’s and C’s, any Purchase Order (“PO”) issued in response to this quotation will be deemed to incorporate ZOLL T’s & C’s, and any other terms and conditions presented shall have no force or effect except to the extent agreed in writing by ZOLL.
1. Delivery will be made upon availability.
2. This Quote expires on December 31, 2025. Pricing is subject to change after this date.
3. Applicable tax, shipping & handling will be added at the time of invoicing.
4. All purchase orders are subject to credit approval before being accepted by ZOLL.
5. To place an order, please forward the purchase order with a copy of this quotation to [email protected] or via fax to 978-421-0015.
6. All discounts from list price are contingent upon payment within the agreed upon terms.
7. Place your future accessory orders online by visiting the ZOLL web store.
Order Information (to be completed by the customer)
[ ] Tax Exempt Entity (Tax Exempt Certificate must be provided to ZOLL) [ ] Taxable Entity (Applicable tax will be applied at time of invoice)
BILL TO ADDRESS SHIP TO ADDRESS
Name/Department: Name/Department:
Address: Address:
City / State / Zip Code: City / State / Zip Code:
Is a Purchase Order (PO) required for the purchase and/or payment of the products listed on this quotation? [ ] Yes PO Number: ____________ PO Amount: ____________ (A copy of the Purchase Order must be included with this Quote when returned to ZOLL) [ ] No (Please complete the below section when submitting this order) For organizations that do not require a PO, ZOLL requires written execution of this order. The person signing below represents and warrants that she or he has the authority to bind the party for which he or she is signing to the terms and prices in this quotation.
Santa Fe Springs Fire Department
Authorized Signature: _1\
\s1\
Name: \n1\
Title: \t1\
Date: \d1\
September 9, 2025
Santa Fe Springs Fire Department
11300 Greenstone Ave
Santa Fe Springs, CA 90670
Dear Geoffrey Dayne,
269 Mill Road
Chelmsford, MA 01824
978.421.9655 (main)
978.421.001 5 (fax)
zoll.com
Thank you for your interest in the AutoPulse and AutoPulse NXT® Non-invasive Cardiac Suppo11 Pump, a revolutionary new resuscitation system that offers the promise of nom1al blood flow during sudden cardiac arrest.
Please be aware that ZOLL® Medical Corporation is the only company that manufactures and markets the AutoPulse and AutoPulse NXT. No other organization is authorized to sell the product in the United States. Further, there are no other devices on the market today that can mimic the AutoPulse's unique mechanism of action and achieve its unprecedented clinical results.
Lastly, no vendor or dealer is authorized to provide warranty or service.
Should you have any questions or require additional infomrntion please contact me at [email protected].
Sincerely,
Jacwoo Lee
Contracts Specialist
ZOLL MEDICAL CORPORATION AND SUBSIDARIES
September 9, 2025
Santa Fe Springs Fire Department
11300 Greenstone Ave
Santa Fe Springs, CA 90670
Dear Geoffrey Dayne,
269 Mill Road
Chelmsford, MA 01824
978421.9655 (main)
978421.0015 (fax)
zoll.com
We appreciate your selection of ZOLL® products. This letter serves as confirmation that ZOLL® Medical Corporation at 269 Mill Road in Chelmsford, Massachusetts, is the sole manufacturer and source of X Series® and X Series Advanced® Defibrillators for the EMS Market. ZOLL® or Duane Anderson, EMS Territory Manager, will not sell an X Series® and X Series Advanced® Defibrillator to the Santa Fe Springs Fire Department, through any vendor or dealer and no vendor or dealer is authorized to provide warranty or service.
Should you have any questions or require additional information please contact me at [email protected].
Sincerely, ���
Jaewoo Lee
Contracts Specialist
ZOLL MEDICAL CORPORATION AND SUBSIDARIES
ZOLL MEDICAL CORPORATION
Unique Entity ID
YNFJYW1DZ9T3
CAGE / NCAGE
0UJ27
Purpose of Registration
All Awards
Registration Status
Active Registration
Expiration Date
Dec 31, 2025
Physical Address
269 Mill RD
Chelmsford, Massachusetts 01824-4105
United States
Mailing Address
269 Mill Road
Chelmsford, Massachusetts 01824-4105
United States
Business Information
Doing Business as
ZOLL
Division Name
(blank)
Division Number
(blank)
Congressional District
Massachusetts 03
State / Country of Incorporation
Massachusetts / United States
URL
http://www.zoll.com
Registration Dates
Activation Date
Jan 2, 2025
Submission Date
Dec 31, 2024
Initial Registration Date
Oct 11, 2001
Entity Dates
Entity Start Date
Sep 4, 1980
Fiscal Year End Close Date
Mar 31
Immediate Owner
CAGE
7CED9
Legal Business Name
ASAHI KASEI HOLDINGS US, INC.
Highest Level Owner
CAGE
J6499
Legal Business Name
ASAHI KASEI COPORATION
Executive Compensation
Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions.
Proceedings Questions
Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix XII. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions.
Exclusion Summary
Active Exclusions Records?
No
SAM Search Authorization
I authorize my entity's non-sensitive information to be displayed in SAM public search results:
Yes
Entity Types
Business Types
Entity Structure
Corporate Entity (Not Tax Exempt)
Entity Type
Business or Organization
Organization Factors
Foreign Owned
Manufacturer of Goods
Profit Structure
For Profit Organization
Last updated by Eric Abbott on Dec 31, 2024 at 10:15 AM ZOLL MEDICAL CORPORATION Nov 12, 2025 05:14:03 PM GMT
https://sam.gov/entity/YNFJYW1DZ9T3/coreData?status=null Page 1 of 2 Socio-Economic Types
Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA-certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration.
Financial Information
Accepts Credit Card Payments
Yes
Debt Subject To Offset
No
EFT Indicator
0000
CAGE Code
0UJ27
Points of Contact
Electronic Business
Deepak Prabhakar, Director of Business
Applications and Development
Zoll Medical Corporation
269 Mill Road
Chelmsford, Massachusetts 01824
United States
Government Business
Cleve Wiltz, VP Global Military Sales
Zoll Medical Corporation
269 Mill Road
Chelmsford, Massachusetts 01824
United States
Eric Abbott, VP Government/Military Sales -
Americas
Zoll Medical Corporation
269 Mill Road
Chelmsford, Massachusetts 01824
United States
Past Performance
MATTHEW LARIVEE, Manager, Federal
Government Contracts
Zoll Medical Corporation
269 Mill Road
Chelmsford, Massachusetts 01824
United States
Eric Abbott, VP Government/Military Sales -
Americas
Zoll Medical Corporation
269 Mill Road
Chelmsford, Massachusetts 01824
United States
Service Classifications
NAICS Codes
Primary
Yes
NAICS Codes
334510
NAICS Title
Electromedical And Electrotherapeutic Apparatus Manufacturing 339112 Surgical And Medical Instrument Manufacturing
423450 Medical, Dental, And Hospital Equipment And Supplies Merchant Wholesalers
Product and Service Codes
PSC PSC Name
6515 Medical And Surgical Instruments, Equipment, And Supplies Disaster Response
Yes, this entity appears in the disaster response registry.
Bonding Levels Dollars
(blank) (blank)
States
Any
Counties
(blank)
Metropolitan Statistical Areas
(blank)
Last updated by Eric Abbott on Dec 31, 2024 at 10:15 AM ZOLL MEDICAL CORPORATION Nov 12, 2025 05:14:03 PM GMT
https://sam.gov/entity/YNFJYW1DZ9T3/coreData?status=null Page 2 of 2 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: Maricela Balderas, Director of Community Services
SUBJECT: AGREEMENT WITH 789, INC. FOR BRAND ROLL-OUT AND
APPLICATION SERVICES
DATE: December 2, 2025
RECOMMENDATION(S):
It is recommended that the City Council:
1) Approve a sole-source agreement with 789, Inc for a Tier 3 brand roll-out and design application services to support implementation for the City’s new brand identity, logo, and visual system; and
2) Authorize the City Manager to execute the agreement and any subsequent amendments, subject to approval by the City Attorney as to form; and 3) Take such additional, related, action that may be desirable.
FISCAL IMPACT
The total cost for Tier 3 Brand Application Retainer services is $67,200 for an eight-month term, at 80 hours per month at $105.00 per hour.
Funding for these services will be drawn from the Community Services Administration Contracted Services (Account No. 10105199-542050). Funds for Fiscal Year 2026-27 will be budgeted into the same account for City Councils budget approval.
BACKGROUND
The City of Santa Fe Springs recently completed a comprehensive rebranding initiative, resulting in a refreshed city logo, updated typography, color standards, and a unified brand system designed to modernize the City’s visual identity. The rebranding effort CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025 AGREEMENT WITH 789, INC. FOR BRAND ROLL-OUT AND APPLICATION
SERVICES
supports strategic communications objectives, promotes consistency across all departments, and enhances the City’s public visibility.
Successful implementation now requires a structured and coordinated roll-out of the new brand across:
• City facilities
• Wayfinding and directional signage
• Street signage
• Business cards and stationery
• Digital communications
• Print collateral
• Departmental program materials
• Vehicle and environmental graphics
• Public-facing service platforms
789, Inc. is the design firm that developed the new logo, brand guidelines, and visual identity system. Their direct authorship of the City’s brand standards and working knowledge of the full system uniquely qualifies them to guide the City through a smooth and accurate roll-out.
ANALYSIS
A coordinated and timely brand roll-out is essential to ensure consistency across all City departments and to preserve the integrity of the new visual identity. As the City transitions from its former branding to the newly adopted logo and brand system, it will require substantial design application work for signage, public-facing materials, stationery, digital platforms, environmental graphics, and program collateral. Engaging 789, Inc.—the original designer of the City’s brand—provides continuity, quality control, and efficiency during this transition period. Because 789, Inc. authored the brand guidelines, established the color palette and typography standards, and developed the full visual design system, they possess proprietary and technical knowledge that no other firm could replicate without significant onboarding time and additional cost to the City.
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. 789 Inc. meets the sole-source criteria as their specialized knowledge is critical to ensuring accurate and consistent application of the brand across facilities, public communication channels, and departmental materials. Attempting to transition this CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025 AGREEMENT WITH 789, INC. FOR BRAND ROLL-OUT AND APPLICATION
SERVICES
responsibility to another firm would risk inconsistencies in implementation and potential misuse of the brand system—issues that could undermine the City’s investment in the rebranding process.
Timeliness is another essential factor. The City is now entering the implementation phase of the brand and must begin converting signage, communication materials, and digital assets without delay. Conducting a competitive RFP process would significantly slow the transition, resulting in a prolonged period in which the City operates under mixed branding. This not only complicates internal operations but may also cause confusion for residents, businesses, and external stakeholders. The Tier 3 Retainer option offered by 789, Inc. provides the City with the capacity needed to manage simultaneous design tasks, parallel project workflows, and rapid turnaround times. This tier gives the City the highest level of consistency and value during an intensive roll-out period, ensuring that all departments move forward in unison under a unified visual identity.
Overall, retaining 789, Inc. through a sole-source agreement ensures continuity, preserves design integrity, accelerates the brand roll-out timeline, and delivers the capacity necessary to support citywide implementation efforts.
ENVIRONMENTAL
N/A
DISCUSSION
N/A
SUMMARY/NEXT STEPS
Staff recommends approval of a sole-source agreement with 789, Inc. for comprehensive brand roll-out support under the Tier 3 Retainer option. This approach ensures consistent application of the City’s new brand identity, protects the integrity of the design system, and accelerates conversion across all departments and public-facing materials.
Upon City Council approval, staff will finalize the agreement with 789, Inc., prioritize departmental needs, and immediately begin implementation work.
ATTACHMENT(S):
A. Agreement with 789, Inc. for Brand Roll-Out Services CITY COUNCIL AGENDA REPORT – MEETING OF DECEMBER 2, 2025 AGREEMENT WITH 789, INC. FOR BRAND ROLL-OUT AND APPLICATION
SERVICES
ITEM STATUS:
APPROVED:
DENIED:
TABLED:
DIRECTION GIVEN:
REV012024 Page 1 of 17 789, Inc.
CITY OF SANTA FE SPRINGS
PROFESSIONAL SERVICES AGREEMENT
WITH
789, INCORPORATED
This Professional Services Agreement (“Agreement”) is made and effective as of December 3, 2025 (“Effective Date”), by and between the City of Santa Fe Springs (“City”), a California municipal corporation, and 789, Inc. (“Consultant”), a California corporation. 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 graphic design and project management services for the City’s Brand Rollout (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 December 2, 2025 under Agenda Item No. XX;
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 the services described herein are completed, unless sooner terminated pursuant to the provisions of this Agreement.
The City shall have the option to extend the Agreement for up to two (2) additional oneyear terms, provided that each extension is mutually agreed upon in writing through a formal Agreement Amendment executed by both parties prior to the expiration of the thencurrent term.
2. SERVICES
Subject to the terms and conditions of this Agreement, Consultant shall perform the services described and set forth in the Consultant’s Statement of Work and Fees for Tier 2, 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, REV012024 Page 2 of 17 789, Inc.
equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Services. Consultant shall complete the Services according to any schedule of performance set forth in Exhibit A. 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 “Services.”
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 Services 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. CITY REPRESENTATIVE
The City Manager hereby designates the Community Services Director (“City Representative” to represent the City in all matters pertaining to the administration of this Agreement, including review and approval of all products submitted by Consultant. 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
5. CONSULTANT REPRESENTATIVE
Consultant hereby designates Charles (Charley) Bell, President, 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 REV012024 Page 3 of 17 789, Inc.
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.
6. PAYMENT OF COMPENSATION
A. Consultant’s total compensation for the performance of all Work contemplated under this Agreement shall not exceed SIXTY-SEVEN THOUSAND TWOHUNDRED DOLLARS AND NO CENTS ($67,200.00) for the initial term of the Agreement unless additional payment is 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 services 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 Community Services Director. 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 the manner set forth in the schedule of payments as provided in Consultant’s Statement of Work and Fees, attached hereto and incorporated herewith as Exhibit A. Consultant will submit invoices monthly for actual Services performed. Consultant agrees to participate in the City’s Electronic Funds Transfer program and to receive electronic payments for the Services. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. If the City disputes any of Consultant's Services or fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
Any final payment under this Agreement shall be made within forty-five (45) days of receipt of an invoice therefor.
7. 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.
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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 6.
8. DEFAULT OF CONSULTANT
If the City determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, the City shall serve Consultant a written notice of the default. Consultant shall have seven (7) days after service of said notice to cure the default. In the event that Consultant fails to cure the default within such period of time or fails to present the City with a written plan for the diligent cure of default if such default cannot be cured within seven days, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. Consultant shall be responsible for costs incurred by the City due to Consultant’s failure to comply with this section. The City shall have the right to offset against the amount of any fees due to Consultant any costs incurred by the City as a result of Consultant’s default.
9. OWNERSHIP OF DOCUMENTS
A. Consultant shall maintain complete and accurate records with respect to tasks, costs, expenses, receipts, and other such information required by the City that relate to the performance of Services under this Agreement. Consultant shall maintain adequate records of Services provided in sufficient detail to permit an evaluation of Services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of the City or its designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit the City to make transcripts or copies therefrom as necessary; and shall allow inspection of all Services, data, documents, proceedings, and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment.
B. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the Services shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of Consultant. With respect to computer files, Consultant shall make available to the City, at the Consultant's office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, copying and/or printing computer files. Consultant hereby grants to the City all right, title, and interest, including any copyright, in and to the REV012024 Page 5 of 17 789, Inc.
documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared by Consultant in the course of providing the Services under this Agreement.
C. 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. 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.
D. Consultant shall own and will continue to own all right, title, and interest, including all related intellectual property rights, in and to its software, design tools, and methods used to create the work specified in this Agreement. City acknowledges that Consultant’s software services are trademarks of Consultant or third parties, and no proprietary rights, title, interest or license to such marks is granted herein, except as otherwise provided in this Agreement.
E. Consultant is permitted to showcase the final, publicly launched brand work created for City under this Agreement in its portfolio and marketing materials.
However, Consultant shall not, for any other purpose, use City’s name or insignia, photographs of the Project, 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.
10. INDEMNIFICATION AND DEFENSE
A. Indemnification. To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the City and any and all of its officials, employees, agents, and/or volunteers (“Indemnified Parties”), from and against any and all claims, demands, actions, suits, losses, liabilities, damages, costs, and expenses, including attorney’s fees and costs, arising out of or in any way connected with the willful misconduct or negligent acts, errors or omissions of Consultant, its agents, employees, subcontractors, or invitees, including each person or entity responsible for the provision of services hereunder. In the event there is more than one person or entity named in the Agreement as a Consultant, then all obligations, liabilities, covenants and conditions under this Section shall be joint and several. Consultant’s duty to indemnify and hold harmless the Indemnified Parties shall not extend to the sole negligence or willful misconduct of the Indemnified Parties.
B. Duty to Defend. In the event the Indemnified Parties, individually or collectively, are made a party to any claim, action, lawsuit, or other adversarial proceeding REV012024 Page 6 of 17 789, Inc.
arising or alleged to arise out of or is in any way connected with the performance of Consultant’s Services under this Agreement, and upon demand by the City, Consultant shall immediately defend the Indemnified Parties at Consultant’s cost or at the City’s option to reimburse the City for its costs of defense, including reasonable attorney’s fees and costs incurred in the defense of such matters, regardless of whether or not Consultant, its officers, agents, employees, and/or subconsultants are specifically named or otherwise asserted to be liable, and regardless of whether or not there is any evidence of finding of fault or wrongdoing by Consultant, its officers, agents, employees and/or subconsultants. Payment by the City is not a condition precedent to enforcement of this provision.
C. In the event of any dispute between Consultant and the City as to whether liability arises from the sole negligence or willful misconduct of the City or its officials, employees, agents, and/or volunteers, Consultant will be obligated to pay for the City’s defense until such time as a final judgment has been entered adjudicating the Indemnified Parties as solely negligent or to have acted with willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs, including but not limited to attorney’s fees, expert fees, and costs of litigation.
D. 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.
E. 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.
11. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit C attached hereto and made a part of this Agreement.
12. INDEPENDENT CONTRACTOR
A. Consultant is and shall at all times remain as to the City a wholly independent consultant and/or independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither the City nor any of its officers, employees, or agents shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents, except as set forth in this Agreement.
Consultant shall not at any time or in any manner represent that Consultant or REV012024 Page 7 of 17 789, Inc.
any of Consultant’s officers, employees, or agents are in any manner officers, employees, or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation, or liability whatever against the City, or bind the City in any manner.
B. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, the City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for the City. The City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. Consultant shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant shall indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Agreement. Consultant further agrees to indemnify and hold the City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. The City shall have the right to offset against the amount of any fees due to Consultant under this Agreement as a result of Consultant’s failure to promptly pay to the City any reimbursement or indemnification arising under this paragraph.
C. In the event that Consultant or any employee, agent, or subconsultant of Consultant providing Services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CalPERS) to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless the City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the City.
D. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the City, including but not limited to eligibility to enroll in CalPERS as an employee of the City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.
13. LEGAL RESPONSIBILITIES
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Consultant shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of Services pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. The City and its officials, officers, employees, and agents, shall not be liable at law or in equity occasioned by failure of Consultant to comply with this Section.
14. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with this Agreement or any Services to be conducted as a result of this Agreement. Violation of this section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity.
15. NO BENEFIT TO ARISE TO CITY EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one year thereafter, shall have any interest, direct or indirect, in any Agreement or sub-agreement, or the proceeds thereof, for Services to be performed under this Agreement.
16. RELEASE OF INFORMATION/CONFLICTS OF INTEREST
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 REV012024 Page 9 of 17 789, Inc.
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.
17. NOTICES
Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mail by the United States Postal Service, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by notice:
To the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attention: Maricela Balderas,
Community Services Director
[email protected]
To Consultant: 789, Inc.
101 N. Citrus Ave., Suite 3C,
Covina, CA 91723
Attention: Charles “Charley” Bell, President
[email protected]
18. ASSIGNMENT
Consultant shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Before retaining or contracting with any subconsultant for any services under this Agreement, Consultant shall provide the City with the identity of the proposed subconsultant, a copy of the proposed written contract between Consultant and such subconsultant which shall include and indemnity provision similar to the one provided herein and identifying the City as an indemnified party, or an incorporation of the indemnity provision provided herein, and proof that such proposed subconsultant carries insurance at least equal to that required by this Agreement or obtain a written waiver from the City for such insurance.
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19. LICENSES
At all times during the term of this Agreement, Consultant shall have in full force and effect all licenses required of it by law for the performance of the Services described in this Agreement.
20. GOVERNING LAW
The 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.
21. 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.
22. AMENDMENTS
Any amendments to this Agreement must be in writing and executed by the parties hereto, or their respective successors and assigns, in order to be valid.
23. 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.
24. 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.
25. 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 REV012024 Page 11 of 17 789, Inc.
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.
26. 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.
27. 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.
28. 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.
29. AUTHORITY TO EXECUTE THIS AGREEMENT
The persons executing this Agreement on behalf of the parties warrants 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.
30. ELECTRONIC SIGNATURES
The parties acknowledge and agree that execution of this Agreement by electronic signatures or electronic transmittal of signatures are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
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CITY OF SANTA FE SPRINGS CONSULTANT
____________________________ ____________________________ René Bobadilla, City Manager Charles Bell, President
Date: ______________________ Date: _______________________ ATTEST:
__________________________
Fernando Muñoz, City Clerk
APPROVED AS TO FORM:
_________________________
Rick Olivarez, City Attorney
Attachments: Exhibit A Consultant’s Statement of Work & Fees; Tier 3 Exhibit B Insurance Requirements
EXHIBIT A
CONSULTANT’S STATEMENT OF WORK & FEES
Brand Application Retainer
Scope of Services Summary
As the City of Santa Fe Springs begins implementing its new brand across all communication and public-facing touchpoints, a structured creative retainer ensures continuity, accuracy, and strong rollout momentum. The following retainer tiers provide ongoing access to the 789, Inc. design team for the development, refinement, and application of the City’s visual identity across print, digital, and environmental platforms.
Each tier includes:
Included Services (All Tiers)
● Application of the new brand system across City collateral ● Design of print assets (brochures, mailers, signage, guides, flyers) ● Digital asset creation (web headers, social media graphics, e-communications) ● Environmental design support (wayfinding, facilities signage, vehicles, kiosks) ● File preparation (print-ready, digital-ready)
● Minor copy adjustments and art direction
● Project management and coordination with City departments ● Priority scheduling and predictable turnaround
Note:
● Hours can be used flexibly across any City department ● Unused hours can roll over for 60 days
● Additional hours beyond the monthly retainer are billed at the respective tier rate Tier 1: 40 Hours/Month
Consistent monthly brand support, ideal for moderate design volume, gradual rollout of brand elements, and the ongoing creation of core communication materials.
Rate: $125/hour
Term: 12 months
Monthly Cost: $5,000
Annual Cost: $60,000
Tier 2: 60 Hours/Month
Active brand deployment, including multiple departments, seasonal campaigns, facility signage, and regular print/digital asset production.
Rate: $115/hour
Term: 10 months
Monthly Cost: $6,900
Total Cost: $69,000
Tier 3: 80 Hours/Month
Fast-paced or large-scale implementation cycles where simultaneous projects (print, digital, environmental) require parallel development and quicker turnarounds.
Rate: $105/hour
Term: 8 months
Monthly Cost: $8,400
Total Cost: $67,200
Tier 4: 100 Hours/Month
Accelerated, high-volume brand rollout—ideal for departments requiring immediate brand conversion of signage, facilities, vehicles, uniforms, presentations, web assets, and community-wide materials.
Rate: $95/hour
Term: 6 months
Monthly Cost: $9,500
Total Cost: $57,000
EXHIBIT B
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.
General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $1,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
Workers’ compensation insurance. Consultant shall 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).
Consultant shall submit to the City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.
Other provisions or requirements
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.