Agenda packet, first session — Santa Fe Springs City Council, July 7, 2026

Agenda
AGENDAPUBLICFINANCINGAUTHORITYWATERUTILITYAUTHORITYHOUSINGSUCCESSORSUCCESSORAGENCYANDCITYCOUNCIL_2026 -07-0.PDF
Agenda Packet
PUBLICFINANCINGAUTHORITYWATERUTILITYAUTHORITYHOUSINGSUCCESSORSUCCESSORAGENCYANDCITYCOUNCIL_07 -7-2026_PACKET.PDF

1. Documents:

1.I.

Documents:

AGENDA

MEETINGS OF THE PUBLIC FINANCING AUTHORITY, WATER UTILITY AUTHORITY, HOUSING

SUCCESSOR, SUCCESSOR AGENCY, AND CITY COUNCIL
Tuesday, July 7, 2026
AT 6:00 PM

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

CITY COUNCIL
Joe Angel Zamora
Annette Rodriguez
Juanita Martin
John M. Mora
William K. Rounds
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember

CITY MANAGER
René Bobadilla, P.E.

CITY ATTORNEY
Rick Olivarez

CITY STAFF
Assistant City Manager
Fire Chief
Police Chief
Director of Community Development
Director of Finance
Director of Parks & Recreation
Director of Police and Community
Services
Director of Public Works
City Clerk
Nicholas Razo
Michael Kozicki
Aviv Bar
Cuong Nguyen
Julio Morales
Gus Hernandez
Arlene Salazar
James Enriquez
Maribel Garcia
Notices
This City Council Meeting (“Council”) will be held in person and will meet at City Hall – City Council Chambers, 11710 E. Telegraph Road, Santa Fe Springs, California. The meeting will be live streamed on the City’s YouTube Channel and can be accessed on the City’s website via the following link:
https://santafesprings.gov/city_council/city_council_meetings/index.php Americans with Disabilities Act: In compliance with the ADA, if you need special assistance to participate in a City meeting or other services offered by this City, please contact the City Clerk’s Office. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.

SB 1439: Effective January 1, 2025, City Council Members are subject to SB 1439 and cannot participate in certain decisions for a year before or after accepting campaign contributions of more than $500 from an interested person.

The Council Member would need to disclose the donation and abstain from voting.

Public Comments: The public is encouraged to address City Council on any matter listed on the agenda or on any other matter within its jurisdiction. If you wish to address the City Council on the day of the meeting, please fill out a speaker card provided at the door and submit it to City Clerk staff. You may also submit comments in writing by sending them to the City Clerk's Office at [email protected]. All written comments received by 12:00 p.m. the day of the City Council Meeting will be distributed to the City Council and made a part of the official record of the meeting. Written comments will not be read at the meeting, only the name of the person submitting the comment will be announced. Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.

Council Meeting Start Times: If there is a closed session or study session scheduled on the agenda, the regular meeting shall be scheduled to start at 5:00 p.m. and open session shall start at 6:00 p.m. If there is no closed session or study session scheduled on the agenda, the regular meeting shall be scheduled to start at 6:00 p.m.

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

CALL TO ORDER

ROLL CALL

INVOCATION

PLEDGE OF ALLEGIANCE

CHANGES TO AGENDA

PRESENTATIONS

1. PROCLAMATION DECLARING JULY AS PARKS MAKE LIFE BETTER MONTH This proclamation recognizes the importance of equitable access to local parks, recreation, trails, open space, and facilities for the positive development of all Californians and their communities, including Santa Fe Springs.

PUBLIC COMMENTS ON NON-AGENDA & NON-PUBLIC HEARING AGENDA ITEMS At this time, the general public may address the City Council on both non-agenda and non-public hearing agenda items. Comments relating to public hearing items will be heard during the public hearing. Please be aware that the maximum time allotted for members of the public to speak shall not exceed three (3) minutes per speaker. State Law prohibits the City Council from taking action or entertaining extended discussion on a topic not listed on the agenda. Please show courtesy to others and direct all of your comments to the City Council.

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

PUBLIC HEARING

3. CONFIRMATION OF 2025/2026 WEED ABATEMENT CHARGES
— 1. Open the Public Hearing
— 2. Receive any comments from the public wishing to speak on this matter and thereafter close the Public Hearing;
— 3. Confirm the charges listed in the Los Angeles County Agricultural Commissioner's 2025-2026 Weed Abatement Assessment Roll and instruct the County Auditor to enter the amounts of these assessments against the respective parcels of land as they appear on the current assessment roll.

OLD BUSINESS

REGULAR BUSINESS

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

PUBLIC FINANCING AUTHORITY

4. MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY OF SANTA

FE SPRINGS PUBLIC FINANCING AUTHORITY

WATER UTILITY AUTHORITY

5. MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY OF SANTA

FE SPRINGS WATER UTILITY AUTHORITY

HOUSING SUCCESSOR

SUCCESSOR AGENCY

CITY COUNCIL

6. MINUTES OF THE PUBLIC FINANCING AUTHORITY, WATER UTILITY AUTHORITY, HOUSING SUCCESSOR, SUCCESSOR AGENCY AND CITY COUNCIL FOR JUNE 16, 2026, MEETINGS — 1. Approve the minutes as submitted.

7. FIRST AMENDMENT TO THE INFORMATION TECHNOLOGY SERVICES AGREEMENT WITH AXILE TECH,

LLC DBA ATQOR
— 1. Approve the First Amendment to the information technology services agreement with Axile Tech, LLC. dba atQor exercising the first one-year extension and increasing the total contract amount; and — 2. Authorize the City Manager to execute the Amendment: and — 3. Approve staff recommendation of an additional appropriation of $300,000 to the Fiscal Year 2026-27 General Fund Budget; and
— 4. Take such additional, related, action that may be desirable.

8. RESOLUTION NO. 10027 – ADOPT RESIDENTIAL STREET IMPROVEMENT 2025-2026 FOR ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 FUNDS (FISCAL YEAR 2026/2027) — 1. Adopt Resolution No. 10027 approving the Residential Street Improvement 2025-2026 Project to be partially funded by the State’s RMRA, the Road Maintenance and Rehabilitation Account, created by SB-1; and
— 2. Take such additional, related, action that may be desirable.

9. FIRST AMENDMENT TO THE CUSTODIAL SERVICES AGREEMENT WITH EE BUILDING MAINTENANCE, LLC
— 1. Approve the First Amendment to the custodial services agreement with EE Building Maintenance, LLC exercising the first one-year extension and increasing the total annual fee to $964,434; and — 2. Authorize the City Manager to execute the Amendment: and — 3. Approve staff recommendation of an additional appropriation of $217,484 to the Fiscal Year 2026-27 General Fund Budget for Public Works Maintenance; and
— 4. Take such additional, related, action that may be desirable.

10. COOPERATIVE CONTRACT SERVICES AGREEMENT WITH LOS ANGELES CHRISTMAS LIGHT INSTALLERS, INC. FOR THE SANTA FE SPRINGS WINTER WONDERLAND HOLIDAY LIGHTING

PROGRAM AT HERITAGE PARK

COOPERATIVE CONTRACT SERVICES AGREEMENT WITH LOS ANGELES CHRISTMAS LIGHT INSTALLERS, INC. FOR THE SANTA FE SPRINGS WINTER WONDERLAND HOLIDAY LIGHTING

PROGRAM AT HERITAGE PARK
— 1. Authorize the Mayor to execute a Cooperative Contract Services Agreement with Los Angeles Christmas Light Installers, Inc. (“LACLI”) for the design, installation, maintenance, removal, and storage of holiday lighting and décor for the Santa Fe Springs Winter Wonderland at Heritage Park (“Agreement”); and — 2. Determine that the Agreement is exempt from the requirements of the California Environmental Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.); and
— 3. Direct the City Attorney to make clarifying changes as necessary to effectuate the intent of the Agreement; and
— 4. Authorize the Agreement in an amount not to exceed $200,000 per fiscal year.

11. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS, CALIFORNIA,

ESTABLISHING A PERMIT-PARKING ZONE ON A SPECIFIED BLOCK OF LAKELAND ROAD — 1. Adopt Resolution No. 10028
— 2. Authorize the City Manager, or designee, to take all actions necessary to implement the permit-parking zone, including installation of signage and administration of the permit program. — 3. Take such additional, related, action that may be desirable.

12. FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR BIG 4 GOVERNMENT AND

PUBLIC AFFAIRS CONSULTING SERVICES WITH ACTUM-E, LLC
— 1. Authorize the City Manager to execute the First Amendment to the Agreement for Government and Public Affairs Consulting Services, in substantially the form presented, subject to minor, non-substantive modifications, to extend the initial term through December 15, 2026, establish three (3) optional one-year extensions, and increase the aggregate not-to-exceed amount from Fifty Thousand Dollars ($50,000) to Three Hundred Thousand Dollars ($300,000); and
— 2. Authorize the City Manager to execute any related documents and take any additional actions necessary to implement the First Amendment.

13. MEMORANDUM OF UNDERSTANDING REGARDING MCGRANAHAN CARLSON & COMPANY (MC&C) III

AND MC&C IV SITES
— 1. Approve and authorize the City Manager to execute a Memorandum of Understanding (MOU) between the City of Santa Fe Springs, Bridgeland Resources, and Inland Kenworth regarding the proposed disposition, environmental remediation, and redevelopment of the McGranahan Carlson & Company (MC&C) III and MC&C IV sites; and
— 2. Authorize the City Manager to make non-substantive revisions as necessary to finalize the MOU, provided such revisions do not materially alter the terms approved by the City Council; and — 3. Authorize the City Manager to continue negotiating and finalize the implementing agreements contemplated by the MOU, including the timing and conditions of the conveyance of Bridgeland Resources' mineral rights and related interests, provided such negotiations remain consistent with the overall business terms and intent approved by the City Council, and to make any non-substantive or administrative revisions necessary to implement the MOU.

14. APPROVAL OF AN EXCLUSIVE NEGOTIATION AGREEMENT WITH DUAL FLAG HOTELS LLC FOR THE

PROPOSED DEVELOPMENT AND OPERATION OF A DUAL-BRAND MARRIOT HOTEL — 1. Approve the Exclusive Negotiation Agreement (ENA) between the City of Santa Fe Springs and Dual Flag Hotels LLC (DFH) for the proposed development and operation of a dual-brand Courtyard by Marriott and Residence Inn by Marriott hotel at 12131 Telegraph Road; — 2. Authorize the City Manager to execute the ENA in substantially the form presented, with such minor modifications as approved by the City Attorney; and
— 3. Take such additional, related action that may be desirable.

15. APPROVAL OF MEASURE SFS PARCEL TAX RATES FOR FISCAL YEAR 2026-27 — 1. Receive and File Annual Report pertaining to Measures SFS, as required by California Government Code Section 50075.3.
— 2. Adopt and Approve Measure SFS Parcel Tax Rate for FY 26-27: Commercial parcels: 7.14 cents per square foot Industrial parcels: 3.57 cents per square foot Vacant parcels: 3.57 cents per square foot

16. APPROVAL OF A PROPOSED LETTER OF CREDIT AS PART OF AN ECONOMIC DEVELOPMENT

INCENTIVE PACKAGE WITH LEGACY SPORTS COMPLEX, LLC, TO FACILITATE THE DEVELOPMENT AND OPERATION OF A USA VOLLEYBALL HEADQUARTERS AND INDOOR SPORTS FACILITY AT 10251

SANTA FE SPRINGS ROAD
— 1. Adopt Resolution No. 10029 approving the proposed use of a letter of credit, in an amount not to exceed $1,500,000, as part of the contemplated economic development incentive package for Legacy Sports Complex, LLC;
— 2. Authorize staff to negotiate and prepare the form of the letter of credit and related draft agreements and documents, subject to approval as to form by the City Attorney; and — 3. Direct staff to return to the City Council for consideration and approval of the final Economic Development Agreement and all related agreements and documents before any City obligation becomes effective.

APPOINTMENTS TO BOARDS, COMMITTEES, AND CO MISSIONS
COUNCIL COMMENTS/AB1234 COUNCIL CONFERENCE REPORTS
Councilmember announcements; requests for future agenda items; conference/meeting reports. Members of the City Council will provide a brief report on meetings attended at the expense of the local agency as required by Government Code Section 53232.3(d).

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

Date Posted: July 2, 2026
AGENDA

MEETINGS OF THE PUBLIC FINANCING AUTHORITY, WATER UTILITY AUTHORITY, HOUSING

SUCCESSOR, SUCCESSOR AGENCY, AND CITY COUNCIL
Tuesday, July 7, 2026
AT 6:00 PM

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

CITY COUNCIL
Joe Angel Zamora
Annette Rodriguez
Juanita Martin
John M. Mora
William K. Rounds
Mayor
Mayor Pro Tem
Councilmember
Councilmember
Councilmember

CITY MANAGER
René Bobadilla, P.E.

CITY ATTORNEY
Rick Olivarez

The Council Member would need to disclose the donation and abstain from voting.

CALL TO ORDER

ROLL CALL

INVOCATION

PLEDGE OF ALLEGIANCE

CHANGES TO AGENDA

PRESENTATIONS

STAFF COMMUNICATIONS ON ITEMS OF COMMUNITY INTEREST

PUBLIC HEARING

OLD BUSINESS

REGULAR BUSINESS

PUBLIC FINANCING AUTHORITY

4. MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY OF SANTA

FE SPRINGS PUBLIC FINANCING AUTHORITY

WATER UTILITY AUTHORITY

5. MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY OF SANTA

FE SPRINGS WATER UTILITY AUTHORITY

HOUSING SUCCESSOR

SUCCESSOR AGENCY

CITY COUNCIL

6. MINUTES OF THE PUBLIC FINANCING AUTHORITY, WATER UTILITY AUTHORITY, HOUSING SUCCESSOR, SUCCESSOR AGENCY AND CITY COUNCIL FOR JUNE 16, 2026, MEETINGS — 1. Approve the minutes as submitted.

7. FIRST AMENDMENT TO THE INFORMATION TECHNOLOGY SERVICES AGREEMENT WITH AXILE TECH,

10. COOPERATIVE CONTRACT SERVICES AGREEMENT WITH LOS ANGELES CHRISTMAS LIGHT INSTALLERS, INC. FOR THE SANTA FE SPRINGS WINTER WONDERLAND HOLIDAY LIGHTING

PROGRAM AT HERITAGE PARK

COOPERATIVE CONTRACT SERVICES AGREEMENT WITH LOS ANGELES CHRISTMAS LIGHT INSTALLERS, INC. FOR THE SANTA FE SPRINGS WINTER WONDERLAND HOLIDAY LIGHTING

11. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS, CALIFORNIA,

12. FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR BIG 4 GOVERNMENT AND

13. MEMORANDUM OF UNDERSTANDING REGARDING MCGRANAHAN CARLSON & COMPANY (MC&C) III

14. APPROVAL OF AN EXCLUSIVE NEGOTIATION AGREEMENT WITH DUAL FLAG HOTELS LLC FOR THE

16. APPROVAL OF A PROPOSED LETTER OF CREDIT AS PART OF AN ECONOMIC DEVELOPMENT

INCENTIVE PACKAGE WITH LEGACY SPORTS COMPLEX, LLC, TO FACILITATE THE DEVELOPMENT AND OPERATION OF A USA VOLLEYBALL HEADQUARTERS AND INDOOR SPORTS FACILITY AT 10251

Date Posted: July 2, 2026
Proclamation Declaring July as Park and Recreation Month WHEREAS, Parks and Recreation is an vital part of communities throughout this country, including Santa Fe Springs; and
WHEREAS, Parks and Recreation promotes physical, emotional, and mental health and wellness through organized and self-directed fitness, play, and activity; and WHEREAS, Parks and Recreation supports the economic vitality of communities by partnering with local businesses and non-profits, and offering events for resident’s engagement; and WHEREAS, Parks and Recreation creates memorable experiences through youth sports and enrichment activities, teen centers and programs, senior activity centers, adult fitness, and enrichment programs, free community events, and beyond; and WHEREAS, Parks and Recreation fosters social cohesiveness in communities by celebrating diversity, providing spaces to come together peacefully, modeling compassion, promoting social equity, connecting social networks, and ensuring all people have access to its benefits; and WHEREAS, Parks and Recreation strengthens community identity by providing facilities and services that reflect and celebrate community character, heritage, culture, history, aesthetics, and landscape; and
WHEREAS, Parks and Recreation facilitates community problem and issue resolution by providing safe spaces to come together peacefully and serving as key points of service, helping our communities heal both physically and emotionally; and
WHEREAS, Parks and Recreation supports safe, vibrant, attractive, progressive communities that make life better through positive alternatives offered in their recreational opportunities; and WHEREAS, Parks and Recreation remains versatile and innovative in providing vital services to communities through local, national, or global emergencies, all while adhering to guidelines set forth by governing agencies; and
WHEREAS, the City of Santa Fe Springs recognizes the benefits derived from Parks and Recreation resources.

NOW, THEREFORE, be it resolved that the City of Santa Fe Springs will recognize July 2026 as Parks Make Life Better Month.

DATED this 7
th day of July, 2026.

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Oscar Jimenez, Senior Finance Analyst
SUBJECT:

MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY

OF SANTA FE SPRINGS PUBLIC FINANCING AUTHORITY
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Receive and file the report.

FISCAL IMPACT
N/A

BACKGROUND
The Santa Fe Springs Public Financing Authority (PFA) is a City entity that has periodically issued debt for the benefit of the Santa Fe Springs community. The following is a brief status report on the debt instruments currently outstanding that were issued through the PFA.

Consolidated Redevelopment Project 2006-A Tax Allocation Bonds Financing proceeds available for appropriation at 06/30/26 None Outstanding principal at 06/30/26 $7,149,511
Bond Repayment
The former Community Development Commission (CDC) issued a number of tax allocation bonds before it was dissolved by State law effective February 1, 2012 which are administered by the City acting as Successor Agency under the oversight of the appointed Oversight Board. The Successor Agency no longer receives tax increment.

Instead, distributions from the Redevelopment Property Tax Trust Fund (RPTTF) are received based on approved obligations. It is anticipated that sufficient
allocations from the RPTTF will continue to be made to the Successor Agency to meet ongoing debt service obligations.

Unspent Bond Proceeds
Under an approved Bond Expenditure Agreement, unspent bond proceeds of the former CDC in the amount of approximately $19 million were transferred to the City in July 2014. The funds are to be spent in accordance with the original bond documents. The unspent proceeds continue to be a source of funding within the City’s capital improvement program (CIP).
2016 Bond Refunding
In July 2016, the Successor Agency issued its 2016 Tax Allocation Refunding Bonds, which paid off several bond issuances of the former CDC. The bonds were originally issued through the Public Financing Authority and included the 2001 Series A, 2002 Series A, 2003 Series A, the current interest portion of the 2006 Series A, and 2006 Series B bond issuances.
2017 Bond Refunding
In December 2017, the Successor Agency issued its 2017 Tax Allocation Refunding Bonds, which paid off the 2007 Tax Allocation Bonds of the former CDC. The 2007 Bonds were originally issued through the Public Financing Authority.

ANALYSIS
The report is presented for informational purposes only.

ENVIRONMENTAL
N/A

SUMMARY/NEXT STEPS
The Successor Agency will continue to request sufficient distributions from the RPTTF to make required bond payments through maturity on September 1, 2028.

WATER UTILITY AUTHORITY AGENDA STAFF REPORT
TO: Honorable Chair and Board Members
FROM: René Bobadilla, P.E., Executive Director
BY: Oscar Jimenez, Senior Finance Analyst
SUBJECT:

MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY

OF SANTA FE SPRINGS WATER UTILITY AUTHORITY
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended:

1. Receive and file the report.

FISCAL IMPACT
N/A

BACKGROUND
The Santa Fe Springs Public Financing Authority (WUA) is a city entity that has issued debt for the benefit of the Santa Fe Springs community. The following is a brief status report on the debt instruments currently outstanding that were issued through the WUA.

Water Revenue Bonds 2013
Financing proceeds available for appropriation at 06/30/2026 None Outstanding principal on 06/30/2026 $6,825,000
Water Revenue Bonds 2018
Financing proceeds available for appropriation at 06/30/2026 None The final payment was made on 5/31/2026 - the bonds have matured In May 2013 the Water Utility Authority issued the 2013 Water Revenue Bonds in the amount of $6,890,000. The bonds refunded the existing 2003 Water Revenue Bonds (issued through the Public Financing Authority) and provided additional funds for water improvement projects in the amount of $2,134,339. The funds were restricted for use on water system improvements. In August 2013, the Water Utility Authority Board appropriated the proceeds for the Equipping Water Well No. 12 Project and all proceeds were since used on this project.

In January 2018, the Water Utility Authority issued the 2018 Water Revenue Bonds in the amount of $1,800,000.

The bonds refunded the existing 2005 Water Revenue Bonds (issued through the Public Financing Authority). No additional funds were raised through the issuance of the 2018 Water Revenue Bonds. May 1, 2026 was the final debt service payment on these bonds, which have consequently matured.

The WUA was formed in June of 2009. Water revenue bonds issued prior to this date were issued through the City of Santa Fe Springs Public Financing Authority.

ANALYSIS
The report is presented for informational purposes only.

ENVIRONMENTAL
N/A

SUMMARY/NEXT STEPS
The WUA budget includes sufficient appropriations, and adequate revenues are expected to be collected to meet the debt service obligations associated with the 2013 and 2018 Water Revenue Bonds.

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Maribel Garcia, City Clerk
SUBJECT:

MINUTES OF THE PUBLIC FINANCING AUTHORITY, WATER UTILITY AUTHORITY, HOUSING SUCCESSOR, SUCCESSOR AGENCY AND CITY COUNCIL FOR JUNE 16, 2026, MEETINGS DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Approve the minutes as submitted.

FISCAL IMPACT
N/A

BACKGROUND
Staff have prepared minutes for the following meetings:

Public Financing Authority
Water Utility Authority
Housing Successor
Successor Agency
City Council

ANALYSIS
N/A

ENVIRONMENTAL
N/A

DISCUSSION
N/A

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

A. June 16, 2026 Meeting Minutes
Attachments
Attachment A - June 16, 2026, Meeting Minutes
Approved:

MINUTES OF THE JUNE 16, 2026 MEETINGS OF THE CITY COUNCIL

CALL TO ORDER
Mayor Zamora called the meeting to order at 5:02 p.m.

ROLL CALL
Members present: Councilmembers/Directors: Rounds, Mora, Martin, Mayor Pro Tem/Vice Chair Rodriguez, and Mayor/Chair Zamora
Members absent: None
PUBLIC COMMENTS ON CLOSED SESSION ITEMS – None

1. CLOSED SESSION

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Pursuant to California Government Code Sections 54956.8) Property: APNS: 8011-018-900, -901, -902, -903, -904, -905, -906, AND 8011-019-911 (MC&C III) Agency Negotiator: René Bobadilla, City Manager and Cuong Nguyen, Director of Community Development
Negotiating Parties: Inland Kenworth & Bridgeland Resources LLC Under negotiation: Price and terms of payments relating to interest in real property

2. CLOSED SESSION

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Pursuant to California Government Code Sections 54956.8) Property: APNS: 8011-002-901, -902, -903, AND 8011-003-955 to -979 (MC&C IV) Agency Negotiator: René Bobadilla, City Manager and Cuong Nguyen, Director of Community Development
Negotiating Parties: Inland Kenworth & Bridgeland Resources LLC Under negotiation: Price and terms of payments relating to interest in real property

3. CLOSED SESSION

CONFERENCE WITH REAL PROPERTY NEGOTIATORS
(Pursuant to California Government Code Sections 54956.8) Property: APNS: 10251 Santa Fe Springs Road (APN 8005-015-049) Agency Negotiator: René Bobadilla, City Manager and Cuong Nguyen, Director of Community Development
Negotiating Parties: TBD
Under negotiation: Price and terms of payments relating to interest in real property Minutes of the June 16, 2026 Public Financing Authority, Water Utility Authority, Housing Successor, Successor Agency, and City Council Meetings

Page 2 of 8 ends

Mayor Zamora recessed the meetings at 5:03 p.m.

Mayor Zamora reconvened the meetings at 6:07 p.m.

CLOSED SESSION REPORT
City Attorney, Rick Olivarez provided the following closed session report: Direction was given to staff, and no reportable action was taken.

INVOCATION
Program Leader I Jaylene Ayala led the invocation.

PLEDGE OF ALLEGIANCE
Youth Leadership Committee member Angel Corona led the pledge of allegiance.

PUBLIC COMMENTS ON NON-AGENDA ITEMS
None
PRESENTATIONS - None
CHANGES TO AGENDA – Changes to Resolution no.10023. The City Attorney read the updated Resolution for the record.

STAFF COMMUNICATIONS ON ITEMS OF INTEREST
Director of Finance gave an update on the purchase of screens. He mentioned that they were purchased all with Prop C funds.

PUBLIC HEARING

4. 2025-2030 URBAN WATER MANAGEMENT PLAN AND WATER SHORTAGE CONTINGENCY PLAN RECOMMENDATION: It is recommended that the City Council:

1. Conduct a Public Hearing for the 2025-2030 Urban Water Management Plan and Water Shortage Contingency Plan for the City of Santa Fe Springs; and

2. Adopt Resolution No. 10018 approving the Plans and authorizing the Director of Public Works to submit the Plan to the State Department of Water Resources; and

3. Take such additional, related, action that may be desirable.

5. PUBLIC HEARING TO CONSIDER ADOPTION OF RESOLUTION NO. 10020 CONFIRMING THE FISCAL YEAR 2026-27 ENGINEER’S REPORT FOR THE ANNUAL HERITAGE SPRINGS ASSESSMENT DISTRICT NO. 2001-1 (HAWKINS STREET AND PALM DRIVE) AND LEVYING SUCH ASSESSMENTS RECOMMENDATION: It is recommended that the City Council:

1. Conduct a Public Hearing and consider adopting Resolution No. 10020 confirming Fiscal Year 2026-27 Engineer’s Report for the Annual Santa Fe Springs Lighting District No. 2001-1 (Hawkins Street and Palm Drive; and

2. Take such additional, related, action that may be desirable.

Minutes of the June 16, 2026 Public Financing Authority, Water Utility Authority, Housing Successor, Successor Agency, and City Council Meetings

Page 3 of 8 ends

Public Hearing opened at 6:18 p.m.

No. of Speakers: None
Public Hearing closed at 6:20 p.m.

It was moved by Councilmember Rounds and seconded by Councilmember Martin, to adopt Resolution No. 10018 and 10020, by the following vote:

Ayes: Rounds, Mora, Martin, Rodriguez, Zamora
Noes: None

Absent: None
Recuse: None
OLD BUSINESS – NONE

REGULAR BUSINESS

6. COMPREHENSIVE FEE SCHEDULE UPDATE
RECOMMENDATION: It is recommended that the City Council:

1. Adopt Resolution No. 10023 approving updates to the City of Santa Fe Springs Comprehensive Fee Schedule; and

2. Take such additional, related action that may be desirable.

7. PARKS AND RECREATION MASTER PLAN
RECOMMENDATION: It is recommended that the City Council:

1. Determine the adoption of the City of Santa Fe Springs Parks, Recreation, and Community Services Master Plan (“Master Plan”), attached herein as Attachment “A”, is exempt from the California Environmental Quality Act (“CEQA”); and

2. Adopt the Master Plan; and

3. Authorize and direct the City Attorney to make clarifying changes necessary to effectuate the intent of the Master Plan; and

4. Take such additional, related action that may be desirable.

8. APPROVAL OF 2027 TOURNAMENT OF ROSES FLOAT DESIGN AND ADDITIONAL ALLOCATION OF

FUNDING
RECOMMENDATION: It is recommended that the City Council:

1. Review and approve the presented Rose Float Design, developed by Phoenix Decorating Company (Phoenix); and

2. Approve an additional allocation of $30,000 in Fiscal Year 2026-27 Art in Public Places Special Fund monies for expenditures related to the Tournament of Roses Float Program; and

3. Take such additional, related action that may be desirable.

Minutes of the June 16, 2026 Public Financing Authority, Water Utility Authority, Housing Successor, Successor Agency, and City Council Meetings

Page 4 of 8 ends

PUBLIC FINANCING AUTHORITY

9. MINUTES OF THE MAY 12, 2026 PUBLIC FINANCING AUTHORITY MEETINGS RECOMMENDATION: It is recommended that the Public Financing Authority:

1. Approve the minutes as submitted.

10. MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY OF SANTA

FE SPRINGS PUBLIC FINANCING AUTHORITY (PFA)
RECOMMENDATION: It is recommended that the Public Financing Authority:

1. Receive and file the report.

WATER UTILITY AUTHORITY

11.MINUTES OF THE MAY 12, 2026 WATER UTILITY AUTHORITY MEETINGS RECOMMENDATION: It is recommended that the Water Utility Authority:

1. Approve the minutes as submitted.

12. MONTHLY REPORT ON THE STATUS OF DEBT INSTRUMENTS ISSUED THROUGH THE CITY OF SANTA

FE SPRINGS WATER UTILITY AUTHORITY (WUA)
RECOMMENDATION: It is recommended that the Public Financing Authority:

1. Receive and file the report.

HOUSING SUCCESSOR

13.MINUTES OF THE MAY 12, 2026 HOUSING SUCCESSOR MEETINGS (CITY CLERK) RECOMMENDATION: It is recommended that the Housing Successor:

1. Approve the minutes as submitted.

SUCCESSOR AGENCY

14.MINUTES OF THE MAY 12, 2026 SUCCESSOR AGENCY MEETINGS (CITY CLERK) RECOMMENDATION: It is recommended that the Successor Agency:

1. Approve the minutes as submitted.

CITY COUNCIL

15. MINUTES OF THE MAY 12, 2026 CITY COUNCIL MEETINGS (CITY CLERK) RECOMMENDATION: It is recommended that the City Council:

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1. Approve the minutes as submitted.

16. APPROVAL OF RESOLUTION NO. 10021 CONFIRMING RESIDENTIAL SOLID WASTE SERVICE CAHRGES,

ESTABLISHING A TEMPORARY RATE HOLIDAY RECOVERY CHARGE, AND AUTHORIZING COLLECTION OF SUCH CHARGES ON THE LOS ANGELES COUNTY PROPERTY TAX ROLL FOR FISCAL YEAR 26-27 RECOMMENDATION: It is recommended that the City Council:

1. Determine that the proposed action is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15273(a)(1); and

2. Adopt Resolution No. 10021 confirming Fiscal Year 2026-2027 residential solid waste service charge assessment; and

3. Approve the temporary Rate Holiday Recovery Charge associated with deferred residential solid waste charges from Fiscal Year 202502026; and

4. Authorize the placement of the annual residential solid waste assessment on the Los Angeles County property tax roll for Fiscal Year 2026-2027.

5. Take such additional, related, action that may be desirable.

17.PULL-ITEM FISCAL YEAR (FY) 2024-25 YEAR-END REVIEW AND PRESENTATION OF BASIC FINANCIAL

STATEMENTS REPORT
RECOMMENDATION: It is recommended that the City Council:

1. Receive and file the City’s Basic Financial Statements for the Fiscal Year (FY) ending June 30, 2025; and

2. Take such additional, related, action that may be desirable.

18.APPROVAL OF THREE (3) YEAR AGREEMENT WITH NEOGOV FOR USE OF VARIOUS SOFTWARE RECOMMENDATION: It is recommended that the City Council:

1. Approve a three (3) year agreement with NeoGov for the use of various software solutions to complete tasks related to Human Resources functions; and

2. Authorize the City Manager to take any necessary related actions.

19. DECLARATION OF A PORTION OF CITY-OWNED PROPERTY (APN: 8008-029-901) LOCATED IN THE

CITY OF SANTA FE SPRINGS AS SURPLUS LAND
RECOMMENDATION: It is recommended that the City Council:

1. Find that this action is exempt from environmental review under the California Environmental Quality Act (“CEQA”); and

2. Adopt Resolution No. 10019, declaring a portion of real property owned by the City of Santa Fe Springs (“City”) as surplus land and not necessary for the agency’s use pursuant to the Surplus Land Act (Gov. Code § 54220 et seq.) and

3. Take such additional, related, action that may be desirable.

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20. AUTHORIZE THE CITY MANAGER TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT WITH DEODATE FOR REGIONAL MUTI-JURISDICTION COALITION (BIG 4) TO PROMOTE LEGISLATIVE

INIATIVES TO FURTHER ECONOMIC DEVELOPMENT AND KEY POLICY OBJECTIVES RECOMMENDATION: It is recommended that the City Council:

1. Approve A Professional Services Agreement (PSA) with Deodate Corporation (“Consultant”), in the amount not to exceed Three Hundred Four Thousand Five Hundred Dollars ($304,500) to provide Phase 1 Internal and External Strategic Communication Services for the Regional Multi-Jurisdictional Coalition (“Big 4”); and

2. Authorize the City Manager to execute the PSA and any non-substantive documents necessary to implement the agreement.

21.APPOVAL OF AMENDMENT NUMBER TWO BETWEEN THE CITY OF SANTA FE SPRINGS AND OPTIONS

FOR LEARNING CHILD CARE PROGRAM AT LAKEVIEW ELEMENTARY SCHOOL RECOMMENDATION: It is recommended that the City Council:

1. Approve Amendment Number Tow to the Agreement between the City of Santa Fe Springs and Options for Learning extending the term through June 30, 2027, for the continued operation of the Options for Learning before and after school childcare program at Lakeview Elementary School.

2. Authorize the City Manager to execute Amendment Two and any related documents in a form approved by the City Attorney.

3. Take such additional, related, action that may be desirable.

22.APPROVAL OF AMENDMENT NUMBER FOUR TO THE AGREEMENT BETWEEN THE CITY OF SANTA

FE SPRINGS AND OPTIONS FOR LEARNING AT THE LOS NIETOS CHILD CARE CENTER RECOMMENDATION: It is recommended that the City Council:

1. Approve Amendment Number Four to the Agreement between the City of Santa Fe Springs and Options for Learning Childcare Program at Los Nietos Child Care Center.

2. Authorize the City Manager to execute Amendment Number Four and any related documents in a form approved by the City Attorney.

3. Take such additional, related, action that may be desirable.

23.APPROVAL OF LICENSE AGREEMENT WITH BOB ARCHULETA FOR USE OF A PORTION OF THE FACILITY LOCATED AT 12131 TELEGRAPH ROAD
RECOMMENDATION: It is recommended that the City Council:

1. Approve the License Agreement between the City of Santa Fe Springs and Bob Archuleta for the use of designated office space within the facility located at 12131 Telegraph Road; and

2. Directs the City Attorney to make clarifying changes necessary to effectuate the intent of the Plan; and

3. Authorize the Mayor to execute the Agreement and any related documents in form approved by the City Attorney; and
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4. Take such additional, related, action that may be desirable.

24.APPROVAL OF USE AGREEMENT FOR ATHLETIC FIELDS AND FACILITIES WITH THE AMERICAN YOUTH SOCCER ORGANIZATION (AYSO) REGION 75
RECOMMENDATION: It is recommended that the City Council:

1. Approve the Use Agreement between the City of Santa Fe Springs and the American Youth Soccer Organization (AYSO) Region 75 for the use of Athletic Fields and Facilities at Los Nietos Park and Lake Center Athletic Park through June 30, 2027; and

2. Authorize the Mayor to execute the Agreement on behalf of the City, subject to approval as to the form by the City Attorney; and

3. Take such additional, related, action that may be desirable.

25.RESOLUTION NUMBERS 10024, 10025 ABD 10026 – PERTAINING TO THE CITY’S GENERAL MUNICIPAL ELECTION TO BE HELD TUESDAY, NOVEMBER 3, 2026 RECOMMENDATION: It is recommended that the City Council:

1. Adopt Resolution No. 10024, calling and holding a general municipal election to be held on Tuesday, November 3, 2026, for the election of certain officers; and

2. Adopt Resolution No. 10025, requesting the Board of Supervisors of the County of Los Angeles to consolidate a general municipal election to be held on November 3, 2026, with the statewide general election to be held on November 3, 2026, with the statewide general election to be held on that date; and

3. Adopt Resolution No. 10026, adopting regulations for candidates for elective office pertaining to candidate’s statements submitted to voters at an election to be held on November 3.

26.SECOND READING OF ORDINANCE NO. 1170 – AMENDING TITLE III OF THE SANTA FE SPRINGS MUNICIPAL CODE BY ADDING A NEW CHAPTER 42 ENTITLED “POLICE DEPARTMENT AND POST STANDARDS AND TRAINING” CODIFYING THE ESTABLISHMENT OF THE SANTA FE SPRINGS

POLICE DEPARTMENT AND ACCEPTANCE OF THE STATUTORY REQUIREMENTS RELATING TO

THE RECRUITMENT AND TRAINING STANDARDS OF LAW ENFORCEMENT OFFICERS

ESTABLISHED BY THE COMMISSION OF PEACE OFFICERS STANDARDS AND TRAINING RECOMMENDATION: It is recommended that the City Council:

1. Approve the second reading of Ordinance No. 1170 of the City of Santa Fe Springs, California (“City) codifying the establishment of the Santa Fe Springs Police Department and acceptance of the statutory requirement and training standards of law enforcement officer; and

2. Take such additional, related, action that may be desirable.

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It was moved by Councilmember Rounds, seconded by Councilmember Martin, to approve the consent calendar, by the following vote:

Ayes: Rounds, Mora, Martin, Rodriguez, Zamora
Noes: None

Absent: None
Recuse: None
PRESENTATION ON PULLED ITEM NO. 17-Director of Finance, Julio Morales, presented the unaudited financial statements. Described what the Audited Financial Statements (ACFR) and will come back with a complete report at a later meeting.

APPOINTMENTS TO BOARDS, COMMITTEES, AND COMMISSIONS - None COUNCIL COMMENTS/AB1234 COUNCIL CONFERENCE REPORTING
Councilmember Mora shared that he attended the Chamber Installation as well as the Library Summer Reading Kick-Off.

Councilmember Rounds reported that he attended the ICSC Conference and the Contract Cities Conference.

He also stated that the City’s Watch Party was a great event. Councilmember Rounds requested that the City Manager create an Ad Hoc Committee to review City trees. Councilmember Bill Rounds and Mayor Zamora were appointed to service on the committee.

Councilmember Martin shared that she took her dogs to the annual pet fair. She also attended Miss Santa Fe Springs pageant and thanked staff for the In-Service.

Mayor Pro Tem Rodriguez mentioned that the Watch Party was a great event. She shared that she met the contestants for Ms. SFS. Mayor Pro Tem Rodriguez thanked staff for the wonderful In-Service and is looking forward to the concerts in the park.

Mayor Zamora reported attending the U.S. Conference of Mayors. He mentioned that the Watch Parties were great.

ADJOURNMENT
Mayor Zamora adjourned the meeting at 7:09 p.m.

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: James Enriquez, Director of Public Works
SUBJECT:

FIRST AMENDMENT TO THE INFORMATION TECHNOLOGY SERVICES AGREEMENT WITH

AXILE TECH, LLC DBA ATQOR
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Approve the First Amendment to the information technology services agreement with Axile Tech, LLC. dba atQor exercising the first one-year extension and increasing the total contract amount; and

2. Authorize the City Manager to execute the Amendment: and

3. Approve staff recommendation of an additional appropriation of $300,000 to the Fiscal Year 2026-2027 General Fund Budget; and

4. Take such additional, related, action that may be desirable.

FISCAL IMPACT
The total not-to-exceed fee for atQor’s services per the original agreement was $1,750,000 for the five-year contract, including the three optional extensions of one year each. The recommended services are additional services that will increase the total contract fee by $195,000. Additionally, the city would pay an annual software maintenance and support fee of $36,000.

Staff recommends an additional appropriation of $300,000 to the adopted General Fund Budget for Fiscal Year 2026-27 to cover the added expense for the subject services and any other ancillary expenses. The total fee for the contract increases to $2,050,000.

BACKGROUND
On August 6, 2024, the City Council awarded atQor a contract to provide information technology (IT) services. The contract is for a two-year term with three one-year renewal options, for a total of five years. The services are for a variety of IT needs and provided for additional IT services as the need arises.

The city is looking to improve its citizen engagement app. The city currently uses GoSFS which was developed by the company GOGov based in Long Island, NY. AtQor provided a proposal (Exhibit B to Attachment A) to develop a citizen engagement app on a different platform (Microsoft Azure) that would provide all of the features of GoSFS and add the following additional features:

Administrative Management Portal
Service Request Workflow Engine
Department Routing & Assignment
News & Announcements
Events & Community Engagement
Push Notifications & Alerts
Digital Forms
Citizen Self-Service Capabilities
Reporting & Analytics Dashboard
Future Integration Framework
AtQor has successfully developed and implemented a similar citizen engagement app for the County of Riverside.

Modernizing the city’s citizen engagement app will allow the city to:

Improve transparency and communication
Streamline service request processing
Increase operational efficiency
Enhance citizen satisfaction
Improve departmental accountability
Provide better management visibility
Facilitate future customization of the app and addition of new features Create a foundation for future smart-city initiatives

ANALYSIS
AtQor has submitted a proposed fixed price of $195,000 to develop and implement the new citizen engagement app. The implementation is anticipated to be completed in a 4-to-6-month time-frame. Staff has reviewed the proposed scope and fee and determined that it is reasonable.

Additionally, atQor will provide annual software management and support services at an annual cost of $36,000. A more detailed scope of work is provided in atQor’s proposal (Exhibit B to Attachment A).

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Upon the approval of the recommended action by the City Council, City staff will coordinate with atQor on the development and implementation of the new citizen engagement app.

ATTACHMENT(S):

A. First Amendment to IT Services Agreement with Axile Tech, LLC DBA ATQOR Attachments
Attachment A - First Amendment to IT Services Agreement with Axile Tech, LLC DBA ATQOR.pdf 1 FIRST AMENDMENT TO CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT WITH
ATQOR
THIS FIRST AMENDMENT (hereinafter, “First Amendment”) to that certain Professional Services Agreement dated July 1, 2024, (hereinafter, the “Agreement”) by and between the City of Santa Fe Springs (hereinafter, “CITY”) and Axile Tech, LLC dba atQor, a California limited liability company (hereinafter, “CONSULTANT”) is made and entered into this 7th day of July, 2026 (hereinafter, “Effective Date”). For the purposes of this First Amendment, the capitalized term “Party” may refer to either CITY or CONSULTANT, interchangeably as appropriate, or collectively, as the “Parties.”

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, on July 1, 2024, CITY and CONSULTANT entered into the Agreement for CONSULTANT to provide information technology (IT) consulting and support services and software development services; and
WHEREAS, the Agreement is attached hereto and incorporated herein as Exhibit “A”; and
WHEREAS, to prevent the interruption of CONSULTANT’s support of IT services under the Agreement, the Parties desire to amend the Agreement to extend the term of the Agreement for one (1) year to the new expiration date of June 30, 2027; and WHEREAS, the Parties also desire to amend the Agreement to include additional software development services to develop the GoSFS Citizen Engagement Platform, as described in CONSULTANT’s proposal dated June 3, 2026, attached hereto and incorporated herein as Exhibit “B” (hereinafter, the “Supplemental Consultant Proposal”); and
WHEREAS, the execution of this First Amendment was approved by the City Council at its Regular Meeting of July 7, 2026, under Agenda Item No. ___.

NOW, THEREFORE, for good and valuable consideration, which is hereby confirmed, the CITY and the CONSULTANT agree that the Agreement is and shall be amended as follows:

SECTION 1. The recitals set forth above are true, correct and are hereby incorporated by reference in full herein.

SECTION 2. Section 1 of the Agreement is hereby stricken in its entirety and replaced with the following:

1. TERM
2 The term of this Agreement shall be for three (3) years from the Effective Date of this Agreement. The City reserves the right to renew the Agreement for two (2) additional one (1) year periods at the end of the term, based on CONSULTANT’s performance and subject to approval by the City Council.

SECTION 3. The Agreement is hereby amended to add the Supplemental Consultant Proposal, attached as Exhibit “B” to this First Amendment, as a new Exhibit C to the Agreement, which shall be incorporated into and made a part of the Agreement for all purposes.

SECTION 4. Section 2 of the Agreement is hereby stricken in its entirety and replaced with the following:

2. SERVICES
Consultant shall perform the services described in Consultant’s Proposal and the Supplemental Consultant Proposal attached hereto as Exhibit A and Exhibit C, respectively, and incorporated herein as though set forth in full (“Services”).

Consultant shall complete the Services according to any schedules of performance set forth in Exhibit A and Exhibit C. To the extent that Exhibit A or Exhibit C contain provisions inconsistent with the Agreement, the provisions of this Agreement shall govern and control.

SECTION 5. Section 5.A. of the Agreement is hereby stricken in its entirety and replaced with the following:

5. PAYMENT
A. City agrees to pay Consultant in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A.

CONSULTANT shall also be compensated a total fixed price not to exceed One Hundred and Ninety-five Thousand Dollars and Zero Cents ($195,000.00) for services rendered for the development and implementation of the GoSFS Citizen Engagement Platform, as described in Exhibit C. Additionally, the CONSULTANT shall be compensated an annual amount not to exceed Thirty-Six Thousand Dollars and Zero Cents ($36,000.00), per fiscal year, for annual management and maintenance of the software, as described in Exhibit C. Notwithstanding the foregoing, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement shall not exceed Two Million FiftyThree Thousand Dollars and Zero Cents ($2,053,000.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

SECTION 6. Except as amended herein, all terms, conditions, and provisions of the Agreement shall remain in binding, controlling and in full force and effect. The 3 provisions of this First Amendment shall be deemed a part of the Agreement, and together this First Amendment and the Agreement shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall govern and control, but only so far as such provisions conflict with the Agreement and no further.

SECTION 7. The persons executing this First Amendment on behalf of the Parties warrant and represent that they have the authority to execute this First Amendment on behalf of said Parties and have the authority to bind the Parties to the provisions of this First Amendment.

SECTION 8. The Parties acknowledge and agree that execution of the First Amendment by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility.

SECTION 9. This First Amendment shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

SECTION 10. If any portion of this First Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[SIGNATURES ON NEXT PAGE]
4 IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY OF SANTA FE SPRINGS CONSULTANT
René Bobadilla, P.E., City Manager Greg Kachhadiya, COO Date: Date:

ATTEST:

Maribel Garcia, City Clerk
APPROVED AS TO FORM:

Paloma McEvoy, Assistant City Attorney

EXHIBIT A
Agreement dated July 1, 2024
[Separately Attached]

REV012024 Page 1 of 15 AtQor

CITY OF SANTA FE SPRINGS

PROFESSIONAL SERVICES AGREEMENT
WITH
ATQOR
This Professional Services Agreement (“Agreement”) is made and effective as of July 1, 2024, (“Effective Date”), by and between the City of Santa Fe Springs, a California municipal corporation, (“City”) and Axile Tech, LLC dba atQor, a California limited liability company (“Consultant”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows:

1. TERM
This Agreement shall commence on the Effective Date and shall remain and continue in effect until June 30, 2026. The term of the Agreement may be extended up to three additional one-year periods upon mutual written agreement of the parties.

2. SERVICES
Consultant shall perform the services described in Consultant’s Proposal attached hereto as Exhibit A and incorporated herein as though set forth in full (“Services”). Consultant shall complete the Services according to any schedule of performance set forth in Exhibit A. To the extent that Exhibit A contains provisions inconsistent with this Agreement, the provisions of this Agreement.

3. PERFORMANCE
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.

4. CITY MANAGEMENT
The City Manager or designee shall represent the City in all matters pertaining to the administration of this Agreement, including review and approval of all products submitted by Consultant.

5. PAYMENT
A. City agrees to pay Consultant in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit A. This amount that shall not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement.

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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 City Manager or designee. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to in writing by the City and Consultant at the time the City’s written authorization is given to Consultant for the performance of said services.

C. 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.

6. TERMINATION OF AGREEMENT WITHOUT CAUSE
A. The City may at any time, for any reason, without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon Consultant at least ten (10) days’ prior written notice. Upon receipt of said notice, Consultant shall immediately cease all Services under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement, such suspension or termination shall not make void or invalidate the remainder of this Agreement.

B. In the event this Agreement is terminated pursuant to this section, the City shall pay to Consultant the actual value of the Services performed up to the time of termination, unless the City disputes any of the Services performed or fees. Upon termination of the Agreement pursuant to this section, Consultant will submit an invoice to the City pursuant to Section 5.

7. 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.

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8. 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 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.

9. 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 performance of Consultant, its officers, agents, employees, and/or subconsultants (or any agency or individual that Consultant shall bear the legal liability thereof) under this Agreement, including all acts or omissions, willful misconduct, or negligent conduct, whether active or passive, on the part of Consultant, its officers, agents, employees, and/or subconsultants. 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.

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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 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.

10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached hereto and made a part of this Agreement.

11. 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 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 Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 REV012024 Page 5 of 15 AtQor
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.

12. LEGAL RESPONSIBILITIES
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.

13. 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 Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 REV012024 Page 6 of 15 AtQor
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.

14. 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.

15. 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 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.

Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 REV012024 Page 7 of 15 AtQor

16. 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: René Bobadilla, P.E., City Manager

To Consultant: AtQor
13301 Alondra Boulevard, Suite B
Santa Fe Springs, CA 90670
Attention: Greg Kachhadiya

17. 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.

18. 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.

19. 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 Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 REV012024 Page 8 of 15 AtQor
Agreement shall take place in the municipal, superior, or federal district court with jurisdiction over the City.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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 Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 REV012024 Page 9 of 15 AtQor
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.

26. 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.

27. 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.

28. 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.

29. 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written.
[If Consultant is a corporation, two signatures are required: Signature 1 – the Chairperson of the Board, the President, or any Vice President; Signature 2 – the Secretary, any Assistant Secretary, the Chief Financial Officer, or any Assistant Treasurer (Corp. Code § 313).]

CITY OF SANTA FE SPRINGS
____________________________
René Bobadilla, P.E., City Manager
Date: ______________________

CONSULTANT
____________________________
Name: __Greg Kachhadiya ______
Title: ___COO________________
Date: _______________________
Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 8/14/2024 8/13/2024
REV012024 Page 10 of 15 AtQor
ATTEST: CONSULTANT
__________________________ ____________________________ Fernando Munoz, Deputy City Clerk Name: ___JD Savalyia_________ Title: ____CFO _ ______________
Date: _______________________
APPROVED AS TO FORM:
_________________________
Ivy M. Tsai, City Attorney
Attachments: Exhibit A Consultant’s Proposal
Exhibit B Insurance Requirements
Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 8/13/2024

EXHIBIT A
CONSULTANT’S PROPOSAL
Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 Rate Descriptions
Profile Category Profile Description
Tech I – Associate
$120.00/hour
 Completes tasks with limited supervision
Tech II –
Consultant
$140.00/hour
 Completes tasks and sets priorities without supervision  If needed, can supervise and set priorities for others  Can lead small project team
 Ability to present persuasively and effectively
 Able to effectively facilitate meetings with project team members Tech III - Sr.

Consultant
$160.00/hour
 Can scope out a simple or semi-complex project based on business requirements and achievable benefits
 Can create a semi-complex project plan and Statement-of-Work  Can lead a semi-complex project plan and Statement-of-Work  Able to effectively facilitate meetings with project sponsors  Evaluate, design, and implement enterprise IT-based business solutions, often working on-site to help customers deploy their solutions (MS Services specific)
 Have strong client satisfaction awareness (MS Services specific)  Can lead technology decisions and facilitate and articulate alternatives and direction to Senior IT and Business Management (MS Services specific)  Strong Project Management Skills (MS Services specific) Tech IV –
Principal
$185.00/hour
 Can scope out a complex project based on business requirements and achievable benefits
 Can create a complex project plan and Statement-of-Work  Can lead a complex project to completion on-time and on-budget  Able to effectively facilitate meetings with Microsoft senior management  Viewed as a functional expert with full awareness of business solutions Exhibit B
Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946  Requires both broad and deep technology knowledge and the ability to architect a solution by mapping a customer’s business problem to an end-toend technology solution (MS Services specific)  Effective in fostering executive level relationships (MS Service Specific)  Demonstrated ability to engage in senior level technology decision maker discussions related to agility and business value (MS Services specific) Tech V – Architect
$200.00/hour
 Can prepare a short and long term strategic roadmap for a functional area  Viewed as a functional and industry expert with full awareness of business solutions
 Serves as a relationship manager for Microsoft across multiple functional areas  Has access to contacts with best practice functional and industry expertise outside the supplier and outside Microsoft
Technical Project
Manager II
$160.00/hour
 Drives project from initiation through delivery, interfacing with customers on technical matters.
 Creates the functional specification that will be used as a tool in making decisions as to how the product or service will be implemented.  Develops relationships with multiple Product Managers and provides them with technical and analytical information
 Organizes cross functional activities ensuring completion of the project on schedule and within budget constraints
 May manage multiple projects and may oversee others
 The ideal candidate will have high-powered analytical skills and the ability to understand concepts and situations that pass by many others.  Must have excellent communication skills and strong project management skills
 Proficiency in Microsoft Office required
 Using PMO best practices and standards
 Bachelor's Degree required
 PMI certification required
Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 Technical Project
Manager III
$195.00/hour
 Drives project from initiation through delivery, interfacing with customers on technical matters
 Creates the functional specification that will be used as a tool in making decisions as to how the product or service will be implemented  Develops relationships with multiple Product Managers and provides them with technical and analytical information
 Organizes cross functional activities ensuring completion of the project on schedule and within budget constraints
 May manage multiple projects and may oversee others
 The ideal candidate will have high-powered analytical skills and the ability to understand concepts and situations that pass by many others  Must have excellent communication skills and strong project management skills
 Proficiency in Microsoft Office required
 Using PMO best practices and standards
 Bachelor's Degree required
 Master's Degree preferred
 PMI certification required
Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946

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.

Cyber security and privacy liability. Consultant shall procure and maintain insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 general aggregate, which shall include the following coverage:
a. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including but not limited to personally identifiable information (PII), protected health information (PHI), security codes, access codes, passwords, etc.
b. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. c. Liability arising from introducing a computer virus into or otherwise causing damage to vendor (first-party) or customer’s (third party) computer, computer Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 system, network, or similarly related property and the data, software, and programs.
d. Liability arising from professional misconduct or lack of the requisite skill required for performing services defined in the contract or agreement. e. Costs associated with restoring, updating, or replacing data. f. Costs associated with a privacy breach, including notification costs, customer support, forensics, crises management, public relations consulting, legal services of a privacy attorney, credit monitoring, and identity fraud resolution services for affected individuals.

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

Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 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 Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946 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.

Docusign Envelope ID: C77EF86F-376B-4C0F-8924-3B0609C1E946

EXHIBIT B
Supplemental Consultant Proposal dated June 3, 2026
[Separately Attached]

1 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY GoSFS Citizen Engagement Platform
Proposal
Powered by atQor's Azure-Based Citizen Engagement Framework Proposal reference atQor-PROP-26-SFS-002
Date June 3, 2026
Prepared for City of Santa Fe Springs
City contact Nicholas Razo, Assistant City Manager
Prepared by atQor
atQor contact Greg Kachhadiya
An ISO 9001, ISO 27001 certified company
Microsoft Solutions Partner for Microsoft Cloud · Azure Expert Managed Services Provider (MSP) 2017, 2015, 2014 and 2013 Microsoft Worldwide Partner Award Winner — Public Sector Government Partner of the Year, Cloud Productivity, Data Platform and Business Intelligence

2 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Contents
Executive Summary ....................................................................................................................................... 3 Why Modernize GoSFS Now? ....................................................................................................................... 4 Current State and Future Vision ................................................................................................................... 5 Proposed GoSFS Citizen Engagement Platform ............................................................................................ 6 Service Request Lifecycle & Workflow Management ................................................................................... 8 Functional Scope ........................................................................................................................................... 9 Implementation Approach .......................................................................................................................... 11 Value to the City.......................................................................................................................................... 13 Expected Outcomes .................................................................................................................................... 14 Commercial Investment .............................................................................................................................. 15 Azure Hosting Model .................................................................................................................................. 17 Proven Platform Approach ......................................................................................................................... 18 Why atQor ................................................................................................................................................... 19 Future Roadmap & Optional Enhancements .............................................................................................. 20 Project Assumptions ................................................................................................................................... 21 Out of Scope ................................................................................................................................................ 22 Moving Forward Together .......................................................................................................................... 23 Proposal Acceptance ................................................................................................................................... 24

3 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Executive Summary
The City of Santa Fe Springs has successfully embraced digital citizen engagement through its existing GoSFS mobile application. As citizen expectations continue to evolve and City departments seek greater visibility into service delivery, there is an opportunity to modernize and expand GoSFS into a comprehensive Citizen Engagement Platform that improves communication, streamlines service request management, and enhances operational efficiency across departments.

Rather than undertaking a costly custom software development initiative, atQor proposes deployment and customization of its proven Azure-based Citizen Engagement Framework specifically configured for the City of Santa Fe Springs.

This approach significantly reduces project risk, accelerates deployment, lowers long-term maintenance costs, and provides the City with a scalable foundation for future digital services.

The proposed GoSFS Citizen Engagement Platform will provide:
• Citizen Mobile Application (iOS & Android)
• Administrative Management Portal
• Service Request Workflow Engine
• Department Routing & Assignment
• News & Announcements
• Events & Community Engagement
• Digital Forms
• Push Notifications & Alerts
• Citizen Self-Service Capabilities
• Reporting & Analytics Dashboard
• Future Integration Framework
As an existing technology partner to the City of Santa Fe Springs, atQor already understands the City's technology environment, governance expectations, operational priorities, and modernization objectives.

This familiarity reduces implementation risk, accelerates delivery, and minimizes onboarding effort compared to introducing a new vendor.

4 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Why Modernize GoSFS Now?
The City has already established a strong foundation for citizen engagement through the existing GoSFS application. However, evolving citizen expectations and increasing demand for digital services create an opportunity to expand GoSFS beyond a mobile application and into a comprehensive citizen engagement platform.

Modernizing GoSFS will allow the City to:
• Improve transparency and communication
• Streamline service request processing
• Increase operational efficiency
• Enhance citizen satisfaction
• Improve departmental accountability
• Provide better management visibility
• Create a foundation for future Smart City initiatives The proposed platform is designed not only to address current operational needs but also to establish a scalable framework that can evolve alongside the City's digital transformation strategy.

5 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Current State and Future Vision
Today's residents expect convenient, mobile-first access to City services and real-time visibility into the status of requests and inquiries. Simultaneously, City departments require streamlined workflows, improved accountability, and better operational insights to efficiently deliver services.

The GoSFS Citizen Engagement Platform establishes a foundation for ongoing modernization by delivering immediate operational value while providing a roadmap for future integration, automation, analytics, artificial intelligence, and smart-city capabilities.

GoSFS Future Vision Roadmap
GoSFS Citizen Engagement Platform — Future Vision Roadmap: building a smarter, more connected, and future-ready City.

6 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Proposed GoSFS Citizen Engagement Platform
The proposed solution consists of three integrated components that work together to create a seamless citizen experience while improving internal City operations.

Citizen Mobile Application
Available on iOS and Android devices, the GoSFS mobile application serves as the primary engagement channel for residents, businesses, and visitors.

Citizens will be able to:
• Submit service requests
• Upload photos and attachments
• Capture GPS location information
• Track request status
• Receive notifications and updates
• Access City news and announcements
• Register for events and programs
• Complete online forms
• Access public documents
• Browse City resources and directories
• Participate in surveys and polls
Administrative Management Portal
The Administrative Portal provides City departments with centralized tools for managing citizen interactions and service requests.

City staff will be able to:
• Review incoming requests
• Assign requests to departments and staff
• Update request status
• Add comments and resolution notes
• Manage content and communications
• Publish events and announcements
• Manage forms and documents
• Generate reports and analytics
Azure Government Cloud Platform
The platform will be deployed within the City of Santa Fe Springs Azure Government Cloud environment, ensuring security, compliance, scalability, and City ownership of all data and infrastructure.

GoSFS Platform Architecture
(Citizen App + Administrative Portal + Azure Government Cloud)

7 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY GoSFS Platform Architecture — Citizen Mobile App, Administrative Portal, and Azure Government Cloud, powered by atQor's Azure-hosted Citizen Engagement Framework.

8 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Service Request Lifecycle & Workflow Management
One of the primary objectives of the GoSFS Citizen Engagement Platform is to streamline service request management from initial submission through final resolution.

Citizens will be able to submit requests directly through the mobile application using photos, location information, and detailed descriptions. Requests will automatically enter a configurable workflow process where routing rules direct requests to the appropriate department and staff members.

Departments will be able to review, assign, update, and resolve requests while maintaining full visibility for citizens throughout the lifecycle.

Typical service request categories may include:
• Graffiti
• Illegal Dumping
• Potholes
• Sidewalk Damage
• Tree Maintenance
• Streetlight Issues
• Traffic Signal Concerns
• Park Maintenance
• Water Service Requests
• Code Enforcement Requests
Workflow routing rules will be finalized during Discovery and Design workshops.

Citizen → Workflow → Department → ResoluƟon Process Flow End-to-end journey of a service request from submission to resolution, with full citizen visibility at every stage.

9 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Functional Scope
Citizen Services
Service Requests
• Submit requests
• Upload photos
• Capture GPS coordinates
• Track request status
• View resolution updates
• Provide feedback upon completion
Digital Forms
• General inquiries
• Service applications
• Community programs
• Citizen feedback
• Department-specific requests
Directory & Community Resources
• Department contacts
• Community resources
• Public information
• Service directories
• Facility information
Document Repository
• Public notices
• Policies
• Applications
• Informational materials
• Community documents
Communication & Engagement
News & Announcements
• News articles
• Community updates
• Emergency notices
• Public information
Push Notifications
• Service request updates
• Emergency alerts
• Community announcements

10 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY • Event reminders
Events & Programs
• Community events
• Program registrations
• Community activities
• RSVP management
Surveys & Polls
• Community surveys
• Citizen feedback collection
• Public engagement initiatives
• Community sentiment tracking
Administrative Services
Workflow Management
• Request review
• Department assignment
• Escalation management
• Completion tracking
Status Management
• Status updates
• Resolution notes
• Completion photos
• Request closure
Reporting & Analytics
• Request volume
• Resolution times
• Department performance
• Citizen engagement metrics
• Platform utilization
Platform Administration
• User Management
• Content Management
• Notification Management
• Forms Administration
• Security Configuration
• Role Management
• Platform Configuration

11 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Implementation Approach
The project will be delivered using a phased implementation approach designed to accelerate delivery while minimizing risk.

Phase 1 – Discovery & Design (4 Weeks)
• Stakeholder workshops
• Department interviews
• Service request review
• Workflow design
• Routing matrix definition
• Branding review
Deliverables:
• Requirements Validation
• Department Routing Rules
• Solution Design Sign-Off
Phase 2 – Configuration & Customization (6 Weeks)
• Mobile app configuration
• Administrative portal setup
• Workflow configuration
• Notifications setup
• Forms configuration
• Security and role configuration
Deliverables:
• Configured GoSFS Platform
• Citizen Mobile Application
• Administrative Portal
Phase 3 – Testing & Training (2 Weeks)
• System testing
• User acceptance testing
• Staff training
• Configuration refinements
Deliverables:
• UAT Approval
• Training Completion
• Production Readiness
Phase 4 – Go-Live & Hypercare (2 Weeks)
• Production deployment

12 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY • Go-live support
• Issue resolution
• Knowledge transfer
Deliverables:
• Production Go-Live
• Platform Adoption Support
• Transition to Managed Services
GoSFS Implementation Roadmap (12–14 Weeks)
GoSFS Citizen Engagement Platform — Implementation Roadmap (12–14 weeks) across Discovery & Design, Configuration & Customization, Testing & Training, Go-Live & Hypercare, and ongoing Managed Services.

13 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Value to the City
Benefit Area Expected Outcome
Citizen Experience Faster service request submission and tracking Transparency Real-time request visibility
Communication Improved citizen engagement
Operational Efficiency Reduced manual routing and administrative effort Accountability Better departmental visibility and ownership Reporting Improved management insights
Future Readiness Foundation for future AI and Smart City initiatives

14 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Expected Outcomes
Objective Expected Outcome
Citizen Engagement Increased adoption of digital services Service Requests Faster submission and tracking
Transparency Real-time status visibility
Department Operations Improved routing and accountability Reporting Better operational insights
Future Readiness Platform for AI and Smart City initiatives

15 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Commercial Investment
The City of Santa Fe Springs will benefit from a fixed-price implementation approach that provides predictable project costs, minimizes implementation risk, and accelerates delivery through the deployment and customization of atQor's proven Azure-based Citizen Engagement Framework.

Fixed Price Implementation
The GoSFS Citizen Engagement Platform implementation includes:

Discovery & Design
• Stakeholder Workshops
• Departmental Requirements Validation
• Service Request Workflow Design
• Routing Matrix Definition
• Branding & User Experience Review
Platform Configuration & Customization
• Citizen Mobile Application (iOS & Android)
• Administrative Management Portal
• Service Request Workflow Engine
• Department Routing Configuration
• User & Role Configuration
• Notifications & Alerts
• Forms Configuration
• Content Management Setup
• News & Announcements
• Events & Community Engagement
• Directory & Resources
• Document Repository
• Surveys & Polls
Testing & Deployment
• System Testing
• User Acceptance Testing Support
• Staff Training
• Production Deployment
• Go-Live Support
• Hypercare Services
Fixed Price Implementation USD $195,000.00
Annual Application Support & Managed Services
Following successful Go-Live, atQor will provide ongoing application support and managed services to ensure the platform remains secure, reliable, and fully operational.

16 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Annual Managed Services Include
Platform Administration
• Application Administration
• Platform Monitoring
• Health Checks
• Environment Management
Maintenance & Updates
• Bug Fixes
• Security Updates
• Platform Maintenance
• Mobile OS Compatibility Updates
• Configuration Updates
Support Services
• Technical Support
• Incident Management
• Quarterly Platform Reviews
• Knowledge Transfer Assistance
Annual Managed Services USD $36,000.00 Per Year

17 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Azure Hosting Model
The GoSFS Citizen Engagement Platform will be deployed within the City of Santa Fe Springs Azure Government Cloud environment.

City Responsibilities
The City will maintain ownership of:
• Azure Government Subscription
• Application Data
• Security Policies
• Governance Controls
• Compliance Requirements
Microsoft Azure consumption costs are not included in this proposal and will be billed directly by atQor as a Microsoft Government Cloud CSP to the City as per actual usage metered and billed by Microsoft. atQor Responsibilities
Under the Annual Managed Services Agreement, atQor will provide:
• Application Management
• Platform Administration
• Monitoring & Maintenance
• Security Updates
• Operational Support

18 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Proven Platform Approach
Unlike traditional custom software development projects, the GoSFS Citizen Engagement Platform leverages atQor's proven Azure-based Citizen Engagement Framework.

Benefits include:
• Accelerated implementation
• Reduced project risk
• Lower long-term maintenance costs
• Proven functionality
• Faster time-to-value
• Future scalability
• Continuous enhancement opportunities
This approach allows the City to benefit from a mature platform while avoiding the risks typically associated with greenfield software development initiatives.

19 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Why atQor
atQor is an award-winning Microsoft partner with more than twenty years of experience delivering cloud, application modernization, data, AI, and citizen engagement solutions.

Existing Partnership Advantage
atQor is already a trusted technology partner to the City of Santa Fe Springs and has successfully supported multiple modernization initiatives across Microsoft Azure, Microsoft 365, application modernization, infrastructure, and operational systems.

This existing relationship provides:
• Faster onboarding
• Lower project risk
• Existing understanding of City operations
• Familiarity with City technology standards
• Reduced implementation effort
Our Differentiators
• Microsoft Azure Expert MSP
• Microsoft Solutions Partner for Microsoft Cloud
• Microsoft Fabric Featured Partner
• Multiple Microsoft Advanced Specializations
• Public Sector Experience
• Azure Government Cloud Experience
• Proven Citizen Engagement Platform
• Local California Presence with Global Delivery Capability

20 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Future Roadmap & Optional Enhancements
The following capabilities are available as future phases and are not included within the initial implementation scope:

Enhancement Estimated Effort
Tyler ERP Integration To Be Assessed
Utility Billing Integration To Be Assessed
Permit Management Integration To Be Assessed
GIS / ArcGIS Integration To Be Assessed
Citizen Single Sign-On To Be Assessed
SMS Notification Services To Be Assessed
Payment Gateway Integration To Be Assessed
Microsoft Copilot Integration To Be Assessed
AI Request Classification To Be Assessed
Microsoft Fabric Analytics Platform To Be Assessed
Smart City Dashboard To Be Assessed
Future enhancements requiring custom development or third-party integrations will be evaluated and quoted separately based on detailed requirements.

21 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Project Assumptions
Business Requirements
• Detailed departmental requirements will be finalized during Discovery and Design workshops. • The City will identify appropriate business representatives for workshops and approvals. • Existing service request processes will be reviewed and optimized during implementation.

Environment
• The solution will be deployed within the City's Azure Government Cloud environment. • The City will provide required Azure subscriptions, access, and permissions. • The City will be responsible for Azure consumption charges.

Project Participation
• Stakeholders will be available for workshops, reviews, and approvals. • Timely decisions and approvals will be provided throughout the project. • Delays in approvals may impact project timelines.

Content & Branding
• Existing content and documentation will be provided by the City. • Branding assets and design standards will be supplied by the City.

Mobile Applications
• Standard Apple App Store and Google Play Store publishing processes apply. • City-owned developer accounts are preferred but not required.

22 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Out of Scope
Unless specifically identified through a future change request, the following items are excluded:

Third-Party Integrations
• Tyler Technologies Integration
• Utility Billing Integration
• Permit Management Integration
• GIS / ArcGIS Integration
• Payment Gateway Integration
• SMS Gateway Integration
• Citizen Single Sign-On Integration
• External Agency Integrations
Custom Development
• New modules outside the proposed platform
• Custom workflow engines beyond standard platform capabilities • Custom reporting beyond standard dashboards
• Custom mobile functionality not available within the existing platform framework Data Migration
• Historical ticket migration
• Historical citizen account migration
• Legacy application data migration
Infrastructure & Licensing
• Azure subscription costs
• Microsoft licensing costs
• Apple Developer Program fees
• Google Play Developer fees
• Third-party software licensing
Advanced AI Services
• AI chatbots
• AI assistants
• Predictive analytics
• Copilot implementations
• AI request classification
These may be implemented as future enhancements.

23 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Moving Forward Together
The GoSFS Citizen Engagement Platform is more than a mobile application enhancement — it is a foundational digital services platform that enables the City of Santa Fe Springs to improve citizen engagement, increase operational efficiency, and establish a scalable framework for future innovation.

By leveraging atQor's proven Azure-based Citizen Engagement Framework, the City can achieve these outcomes with significantly lower risk, faster deployment, and greater long-term value than a traditional custom software development approach.

The proposed solution provides a practical, scalable, and future-ready path toward enhanced citizen engagement, improved operational performance, and continued digital modernization.

We appreciate the opportunity to continue supporting the City of Santa Fe Springs and look forward to partnering on this important initiative.

24 | Page CONFIDENTIAL — FOR CITY OF SANTA FE SPRINGS INTERNAL USE ONLY Proposal Acceptance
The City of Santa Fe Springs acknowledges receipt of this proposal for the GoSFS Citizen Engagement Platform and authorizes atQor to proceed with contract discussions, project planning, and final scope validation based on the approach outlined herein.

City of Santa Fe Springs
Authorized Representative: __________________________________ Name: __________________________________
Title: __________________________________
Date: __________________________________
atQor
Authorized Representative: __________________________________ Name: Greg Kachhadiya
Title: COO
Date: __________________________________

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: James Enriquez, Director of Public Works
SUBJECT:

RESOLUTION NO. 10027 – ADOPT RESIDENTIAL STREET IMPROVEMENT 2025-2026 FOR ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 FUNDS (FISCAL YEAR 2026/2027) DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Adopt Resolution No. 10027 approving the Residential Street Improvement 2025-2026 Project to be partially funded by the State’s RMRA, the Road Maintenance and Rehabilitation Account, created by SB-1; and

2. Take such additional, related, action that may be desirable.

FISCAL IMPACT
The Residential Street Improvement 2025-2026 project is an approved Capital Improvement project with an approved total project budget in the amount of $6,400,00. Staff is requesting adoption of Resolution No. 10027, which will program $528,061 from the Road and Maintenance Rehabilitation Account (RMRA) for the project. The RMRA funds are a portion of the total project budget of $6,400,000.

BACKGROUND
On April 28, 2017, Governor Brown signed Senate Bill 1 (SB-1), the Road Repair and Accountability Act of 2017.

SB-1 was created to address basic road maintenance, rehabilitation, and critical safety needs on the State highway and local road systems.

The State Controller will apportion, by formula, a percentage of RMRA funds to eligible cities and counties in accordance with the Streets and Highways Code Section 2032.

Pursuant to Streets and Highways Code Section 2030, RMRA funds must be used for projects that include but are not limited to:

Road maintenance and rehabilitation.

Safety projects.

Railroad grade separations.

Complete street components including active transportation purposes, pedestrian and bicycle safety projects, transit facilities, and drainage and storm water capture projects in conjunction with any other allowable project; and;
Traffic control devices.

To receive additional RMRA funds, SB-1 imposes several requirements on public agencies that are contained in the Streets and Highways Code Section 2034. As set forth in the statute, the road repair and maintenance project must be approved by a Resolution of the City Council held at a regular public meeting. The resolution must contain a description and location of each proposed project, a proposed completion schedule, and the estimated useful life of each improvement.

The Residential Street Improvement 2025-2026 project has been determined by city staff to meet the SB-1 requirements and staff recommends listing the project for SB-1 funding for FY 2026/27.

ANALYSIS
Approving Resolution No. 10027 will allow the city to provide partial funding to the Residential Street Improvement 2025-2026 project in the amount of $528,061.

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Upon approval by the City Council, City Staff will submit Resolution No. 10027 to the Local Streets and Roads Program allowing the RMRA funding of $528,061 to be received for Fiscal Year 2026-2027.

ATTACHMENT(S):

A. Resolution No. 10027 - FY 2025-2026 SB1 Project List Attachments
Attachment A - Resolution No. 10027 - FY 2025-2026 SB1 Project List.pdf RESOLUTION NO. 10027
RESOLUTION ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2026-27 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017
WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and
WHEREAS, the City must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and WHEREAS, the City, will receive an estimated $528,061 in RMRA funding in Fiscal Year 2026-27 from SB 1; and
WHEREAS, this is the tenth year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and WHEREAS, the City has undergone a robust public process to ensure public input into our community’s transportation priorities/the project list; and WHEREAS, the City used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects that also meet the communities priorities for transportation investment; and WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate streets, roads, and add active transportation infrastructure throughout the City this year and similar projects into the future; and
WHEREAS, the 2023 California Statewide Local Streets and Roads Needs Assessment found that the City’s streets and roads are in an “low risk” condition and this revenue will help us increase the overall quality of our road system and over the next decade will bring our streets and roads into a “good” condition; and

WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets

ATTACHMENT A
infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide.

NOW, THEREFORE IT IS HEREBY RESOLVED, ORDERED AND FOUND by THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS, State of California, as follows:

1. The foregoing recitals are true and correct.

2. The following list of newly proposed projects will be funded in-part or solely with Fiscal Year 2026-27 Road Maintenance and Rehabilitation Account revenues:

Project Title: Residential Street Improvement 2025-2026 Project Description: The project will consist of grinding the existing street pavement and placing new asphalt concrete overlays, replacing damaged driveway ramps, curb and gutter, cross gutters, ADA curb ramps, sidewalks, and replacing traffic control devices.

Project Location: The project limits are South of Los Nietos Rd and North of Florence Ave between the I-605 and Pioneer Blvd.

Estimated Project Schedule: Start 07/26 – Completion 11/26 based on the component being funded with RMRA funds.

Estimated Project Useful Life: The City's Pavement Management System calculates a useful life of 20 years added to the current roadway lifecycle.

PASSED AND ADOPTED by the City Council of the City of Santa Fe Springs, State of California this 7th day of July 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________
Joe Angel Zamora, Mayor
ATTEST:
________________________________
Maribel Garcia, City Clerk

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: James Enriquez, Director of Public Works
SUBJECT:

FIRST AMENDMENT TO THE CUSTODIAL SERVICES AGREEMENT WITH EE BUILDING

MAINTENANCE, LLC
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Approve the First Amendment to the custodial services agreement with EE Building Maintenance, LLC exercising the first one-year extension and increasing the total annual fee to $964,434; and

2. Authorize the City Manager to execute the Amendment: and

3. Approve staff recommendation of an additional appropriation of $217,484 to the Fiscal Year 2026-27 General Fund Budget for Public Works Maintenance; and

4. Take such additional, related, action that may be desirable.

FISCAL IMPACT
The total annual fee for EE Building Maintenance per the original agreement was $737,505.84. Since contract inception, the annual fee increased to $792,113.85 due to added facilities, such as the NTMA Building, and increased services at existing facilities. Approval of the First Amendment would increase the total annual fee to $964,433.85. This increase includes a 9.13% cost of living increase based on the Consumer Price Index (CPI) published by the U.S. Bureau of Labor Statistics. The annual base fee increases from $792,113.85 to $836,442. The total annual fee for floor stripping and waxing services increases from $25,650 to $27,991.85. In addition, due to the increased cost of cleaning supplies since contract inception, the city will reimburse EE Building Maintenance a maximum of $100,000 per year for the cost of purchasing supplies for the service.

The adopted Fiscal Year 2026-27 Budget included $746,950 for this contract. Therefore, the net increase to the FY 2026-27 Budget as a result of the recommended actions will be $217,483.85.

BACKGROUND
At the April 18, 2023 Council Meeting, EE Building Maintenance, LLC was awarded a contract to provide custodial maintenance services at numerous city facilities. The contract is for a three-year term with two one-year renewal options, for a total of five years. City staff has evaluated the performance of EE Building Maintenance during the initial three-year term and determined that they have done an excellent job, with minimal complaints from residents and staff.

EE Building Maintenance requested the extension of the contract for the first one-year extension period.

Additionally, EE Building Maintenance has requested a cost-of-living increase during the extension period per the terms of the agreement.

ANALYSIS
Staff recommends that the City Council exercise the first one-year extension period to ensure uninterrupted custodial service to city facilities given the satisfactory performance of EE Building Maintenance.

The recommended cost-of-living increase of 9.13% was calculated by staff using CPI data published by the U.S.

Bureau of Labor Statistics for the period starting at contract inception and ending in May 2026. Additionally, staff reviewed various invoices provided by EE Building Maintenance for cleaning supplies purchased at the time of contract inception and compared them to recent invoices. The invoices demonstrate a significant increase in the cost of cleaning supplies during that time. Therefore, staff is recommending that the contract amendment include a maximum of $100,000 budget for reimbursing EE Building Maintenance for the direct cost of cleaning supplies, verified by invoices.

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Upon the approval of the recommended action by the City Council, City staff will coordinate with EE Building Maintenance on implementation of the First Amendment and ensure uninterrupted custodial services to city facilities.

ATTACHMENT(S):

A. Amendment No. 1-CMS 2026
Attachments
Attachment A - Amendment No. 1-CMS 2026.pdf
1 FIRST AMENDMENT TO

CITY OF SANTA FE SPRINGS

CUSTODIAL SERVICES AGREEMENT WITH

EE BUILDING MAINTENANCE
THIS FIRST AMENDMENT (hereinafter, “First Amendment”) to that certain Custodial Services Agreement dated June 1, 2023, (hereinafter, the “Agreement”) by and between the City of Santa Fe Springs (hereinafter, “CITY”) and EE Building Maintenance, LLC, a California corporation (hereinafter, “CONTRACTOR”) is made and entered into this 7th day of July, 2026 (hereinafter, “Effective Date”). For the purposes of this First Amendment, the capitalized term “Party” may refer to either CITY or CONTRACTOR, interchangeably as appropriate, or collectively, as the “Parties.”

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 1, 2023, CITY and CONTRACTOR entered into that certain Custodial Services Agreement for CONTRACTOR to provide custodial and janitorial maintenance services to City’s facilities; and
WHEREAS, under the Agreement CONTRACTOR’s monthly base compensation is $59,321.32; and
WHEREAS, the Agreement is attached and incorporated hereto as Exhibit “A”; and WHEREAS, to prevent the interruption of CONTRACTOR’s support of custodial services for the City’s facilities under the Agreement, the Parties desire to amend the Agreement to (i) extend the Term of the Agreement to (1) year with a (1) one-year extension option, (ii) implement a cost of living increase of 9.13% to the base compensation amount, (iii) add an annual allowance, not to exceed $100,000 per year, to cover the costs of materials and supplies for work completed during the remainder of the Term, and (iv) make minor adjustments to the services provided to address the City’s needs; and
WHEREAS, the execution of this First Amendment was approved by the City Council at its Regular Meeting of July 7, 2026, under Agenda Item No. ___.

NOW, THEREFORE, for good and valuable consideration, which is hereby confirmed, the CITY and the CONTRACTOR agree that the Agreement is and shall be amended as follows:

SECTION 1. The recitals set forth above are true, correct and are hereby incorporated by reference in full herein.

SECTION 2. Exhibits B-1 through B-3 are hereby stricken in their entirety and replaced with the following corresponding exhibits, each of which is attached hereto and incorporated herein by reference:

ATTACHMENT A
2 Exhibit B-1 Fee Schedule
Exhibit B-2 Additional Services, Floor Stripping and Waxing Services Exhibit B-3 Extra Work and Emergency Call-Out, Hourly Rate Schedule SECTION 3. Section 4 of the Agreement is hereby stricken in its entirety and replaced with the following:

4. COMPENSATION AND PAYMENT: The Contractor shall be compensated a base monthly amount of Sixty-Nine Thousand Seven Hundred Three Dollars and Fifty Cents ($69,703.50) per calendar year, for services rendered pursuant to this Agreement, in accordance with the fee schedule attached hereto as Exhibits B-1 and incorporated herein by this reference. Services for additional floor stripping and waxing shall be subject to the fee schedule attached hereto as Exhibit B-2 and incorporated herein by this reference not to exceed TwentySeven Thousand Nine Hundred Ninety-One Dollars and Eighty-Five Cents ($27,991.85), per calendar year. The Contract Administrator will review and approve the invoice for payment of services rendered consistent with the Agreement. If after written notice to the Contractor of any deficiencies in the work, or failure to comply with the Agreement provisions, or failure to comply with the schedule, the City may suspend all or a portion of the monthly payment due until the Contractor corrects any such deficiency.

Invoices will be processed monthly for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with the Agreement as determined by the Contract Administrator.

Contractor shall be reimbursed for the cost of materials and supplies to a maximum of One Hundred Thousand Dollars ($100,000) per calendar year.

Contractor shall submit invoices for reimbursement of materials and supplies showing proof of purchase and will be reimbursed at the cost paid by the Contractor with no additional fees or markup costs.

Any extra work performed beyond the work described in the Scope of Services shall not be performed without prior authorization from the Contract Administrator or their designee. Compensation for Emergency or Call-out work shall be compensated based on Contractor’s hourly rate schedule attached hereto as Exhibit B-3 and incorporated into this Agreement by reference.

In the event any City building or facility is not usable for any reason, including but not limited to acts of nature, vandalism, construction or renovation and is deemed out of use, the Contractor shall be compensated for the period cleaning services are not provided. If a portion of any building or facility is partially out of use, the City and the Contractor shall negotiate the cost of providing limited cleaning services.
3 SECTION 4. Section 5 of the Agreement is hereby stricken in its entirety and replaced with the following:

5. LENGTH OF AGREEMENT: The term of this Agreement shall be for four (4) years from the Effective Date of this Agreement. The City reserves the right to renew the Agreement for an additional one (1) year term at the end of the term based on performance and approval by the City Council.

Contractor reserves the right to request from the City Council a cost-of-living increase to the compensation for the one (1) year term if the Agreement is renewed at the end of the second term.

SECTION 5. Except as amended herein, all terms, conditions, and provisions of the Agreement, as amended, shall remain in binding, controlling and in full force and effect. The provisions of this First Amendment shall be deemed a part of the Agreement, as amended.

Except as otherwise provided under this First Amendment, the Agreement, as amended, and all provisions contained herein, shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall govern and control, but only so far as such provisions conflict with the Agreement, as amended, and no further.

SECTION 6. The persons executing this First Amendment on behalf of the Parties warrant and represent that they have the authority to execute this First Amendment on behalf of said Parties and have the authority to bind the Parties to the provisions of this First Amendment.

SECTION 7. The Parties acknowledge and agree that execution of the First Amendment by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility.

SECTION 8. This First Amendment shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.
[SIGNATURES ON NEXT PAGE]
4 IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY OF SANTA FE SPRINGS EE BUILDING MAINTENANCE
René Bobadilla, P.E., City Manager Esmeralda Elizarraraz, Owner Date: Date:

ATTEST:

Maribel Garcia, City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY RICK OLIVAREZ
Paloma McEvoy, Assistant City Attorney
5 EXHIBIT A

CUSTODIAL SERVICES AGREEMENT
DATED JUNE 1, 2023

6 EXHIBIT B-1

CITY OF SANTA FE SPRINGS

CUSTODIAL SERVICES

BASE FEE SCHEDULE
FACILITY *MONTHLY FEE

1. Activity Center $ 1,377.22

2. Aquatic Center $ 1,532.19

3. Betty Wilson Center $ 1,365.25

4. City Hall $ 6,070.58

5. City Library $ 4,745.81

6. Clarke Estate $ 2,993.72

7. Community Gardens Restroom $ 583.66

8. Fire Dept. Headquarters $ 583.66

9. Gus Velasco Neighborhood Center $ 4,745.82

10. Heritage Park $ 7,881.42

11. Heritage Park - Sculpture Garden $ 583.58

12. Lake Center Athletic Park $ 583.58

13. Lakeview Park Building $ 1,373.23

14. Little Lake Park Buildings $ 4,751.13

15. Los Nietos Park Recreation Building $ 5,048.90

16. Municipal Services Yard $ 2,188.99

17. Police Staging Facility $ 1,425.08

18. Police Services Center $ 2,723.86

19. SFS Athletic Fields Buildings $ 547.70

20. SFS Park Buildings $ 3,421.77

21. Town Center Hall $ 6,378.27

22. Dog Waste Bags at Parks $ 494.08

23. NTMA Building $ 8,304.00

Total Monthly Fees: $ 69,703.50
**TOTAL ANNUAL BASE FEE
(TOTAL MONTHLY FEES X 12 MONTHS $ 836,442.00
Notes:
*Day Porters: Fee for 500 hours per month should be allocated to applicable facilities.

7 EXHIBIT B-2

CITY OF SANTA FE SPRINGS

CUSTODIAL SERVICES

ADDITIONAL SERVICES

FLOOR STRIPPING AND WAXING SERVICES
Facility
Size Service
Area Unit
Unit
Price Annual Fee

1. Betty Wilson Center
Multi-purpose Room 1,680 sq. ft. Bi-Annual $ 982.17 $ 1,964.34

2. Little Lake Park
Recreation Building 1,560 sq. ft. Bi-Annual $ 982.17 $ 1,964.34

3. Municipal Services Yard
Front Office 2,460 sq. ft. Annual $ 1,746.08 $ 1,746.08

4. Municipal Services Yard
Facilities Office 500 sq. ft. Annual $ 327.39 $ 327.39

5. Municipal Services Yard
Water Office 580 sq. ft. Annual $ 436.52 $ 436.52

6. Municipal Services Yard
Water Well Operator
Office 200 sq. ft. Annual $ 218.26 $ 218.26

7. Municipal Services Yard
Fleet Office 550 sq. ft. Annual $ 381.96 $ 381.96

8. Town Center Hall
Social Hall, Kitchen 4,200 sq. ft. Quarterly $ 3,273.90 $ 13,095.60

9. City Library
Front Entrance, Restrooms 800 sq. ft. Bi-Annual $ 654.78 $ 1,309.56

10. City Hall
Lobby, Breakroom,
7 Restrooms 4000 sq. ft. Bi-Annual $ 3,273.90 $ 6,547.80 TOTAL ANNUAL COST: $ 27,991.85

8 EXHIBIT B-3

CITY OF SANTA FE SPRINGS

CUSTODIAL SERVICES

EXTRA WORK AND EMERGENCY CALL-OUT

HOURLY RATE SCHEDULE
ITEMS LABOR HOURLY RATE*
Office Cleaning $ 25.10
Restroom Cleaning and Stocking $ 25.10
Strip and Wax Vinyl/Composition/Resilient Floor $ 54.57 Strip and Wax Tile, Concrete and Ceramic Floor $ 54.57
Carpet Cleaning $ 54.57
Collect/Discard Waste, Trash, Garbage from Special Events $ 25.10 Chair Recliners $ 43.66
*Note:

Equipment, supplies and materials shall be included in the Hourly Rates for Extra Work and Emergency Call-Out Custodial Services

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Gustavo Hernandez, Director
SUBJECT:

COOPERATIVE CONTRACT SERVICES AGREEMENT WITH LOS ANGELES CHRISTMAS LIGHT INSTALLERS, INC. FOR THE SANTA FE SPRINGS WINTER WONDERLAND HOLIDAY

LIGHTING PROGRAM AT HERITAGE PARK
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that the City Council:

1. Authorize the Mayor to execute a Cooperative Contract Services Agreement with Los Angeles Christmas Light Installers, Inc. (“LACLI”) for the design, installation, maintenance, removal, and storage of holiday lighting and décor for the Santa Fe Springs Winter Wonderland at Heritage Park (“Agreement”); and

2. Determine that the Agreement is exempt from the requirements of the California Environmental Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.); and

3. Direct the City Attorney to make clarifying changes as necessary to effectuate the intent of the Agreement; and

4. Authorize the Agreement in an amount not to exceed $200,000 per fiscal year.

FISCAL IMPACT
The total cost of the Agreement shall not exceed $200,000 per fiscal year. Sufficient funding has been budgeted within the Parks and Recreation Department Fiscal Year 2026-27 Operating Budget to support the proposed Santa Fe Springs Winter Wonderland holiday lighting program. No additional appropriation is required.

To offset a portion of the program costs, the City will implement an admission fee for the Santa Fe Springs Winter Wonderland experience. Consistent with the City's practice of providing enhanced value to residents, Santa Fe Springs residents will receive a discounted admission rate. Any revenue generated through admissions will be deposited into the appropriate City accounts and used to support the operation and sustainability of the holiday attraction.

The project represents an investment in enhancing community programming and creating a regional holiday attraction that will serve residents and visitors during the 2026 holiday season.

BACKGROUND
The City of Santa Fe Springs continually seeks opportunities to enhance community events and create memorable experiences for residents and visitors. Heritage Park serves as one of the City's premier destination parks and provides an ideal setting for seasonal programming and special events.

Staff has explored opportunities to establish a signature holiday attraction that would transform Heritage Park into a regional destination during the holiday season. LACLI has submitted a proposal for an extensive holiday lighting and décor program designed to create the Santa Fe Springs Winter Wonderland, a festive holiday experience featuring professionally installed lighting displays and themed holiday elements throughout Heritage Park.

The proposed display period would run from mid-November 2026 through early January 2027.

ANALYSIS
The proposed Agreement with LACLI will allow the City to establish the inaugural Santa Fe Springs Winter Wonderland at Heritage Park during the 2026 holiday season. The project includes the design, installation, maintenance, and removal of extensive holiday lighting and decorative displays intended to transform Heritage Park into a premier seasonal destination for residents and visitors.

Staff recommends utilizing a cooperative purchasing approach by piggybacking on the El Paso de Robles Contract (DPW Project No. 23-15) that was publicly bid in 2023. The scope of services under those agreements is substantially similar to the services proposed for Santa Fe Springs and LACLI has represented that the Agreement provides for the same or better pricing terms and conditions, allowing the City to leverage competitively established pricing while avoiding the time and expense associated with conducting a separate formal bid process.

The proposed agreement is not to exceed $200,000 per fiscal year and is fully funded through the Parks and Recreation Department's Fiscal Year 2026-27 budget. Approval of the agreement will support the City's efforts to expand seasonal programming, enhance community engagement, and create a signature holiday attraction that promotes civic pride and visitation to Heritage Park.

ENVIRONMENTAL
The Agreement is exempt from the requirements of CEQA under CEQA Guidelines Section 15304(e) (Class 4 – Minor Alterations to Land) and Section 15061(b)(3) (“Common Sense Exemption”), because the Agreement involves the temporary use of land that will have negligible or no permanent effects on the environment and 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
LACLI was awarded a contract through a publicly bid competitive procurement process conducted by the City of El Paso de Robles for substantially similar holiday lighting services (DPW Project No. 23-15) (“El Paso de Robles Contract”).

The City of El Paso de Robles awarded LACLI the El Paso de Robles Contract for holiday lighting services following issuance of a public Request for Proposals and a competitive selection process in 2023. The scope of services contemplated under the proposed Agreement for Santa Fe Springs is substantially similar in nature to the services procured under the competitively bid El Paso de Robles Contract. LACLI has represented that the Agreement provides for the same or better pricing terms and conditions set forth in the El Paso de Robles Contract.

Pursuant to the City's purchasing policies, staff recommends utilizing a cooperative purchasing approach by piggybacking on the El Paso de Robles Contract. This method allows the City to benefit from competitively established pricing while expediting project implementation and reducing administrative costs associated with conducting a separate formal bid process.

The proposed Winter Wonderland installation would include extensive holiday lighting and decorative elements throughout Heritage Park, creating an immersive holiday experience for residents and visitors. The project is intended to position Santa Fe Springs as a premier holiday destination within the region and provide an enhanced seasonal attraction for the community.

SUMMARY/NEXT STEPS
Upon City Council approval, the Mayor will execute the Agreement with LACLI. Staff will work with the contractor to finalize the design, installation schedule, and operational details for the Santa Fe Springs Winter Wonderland at Heritage Park. Installation is anticipated to begin in fall 2026, with the holiday display opening in mid-November 2026 and remaining in place through early January 2027. Staff will also develop a marketing and promotional plan to maximize community participation and regional visitation during the holiday season.

ATTACHMENT(S):

A. Cooperative Contract Services Agreement - LACLI
Attachments
Attachment A - Cooperative Contract Services Agreement- LACLI.pdf 1 2026

CONTRACT SERVICES AGREEMENT
(Contractor: Los Angeles Christmas Light Installers Inc.) (Nature of Engagement: 2026 Santa Fe Springs Winter Wonderland) THIS COOPERATIVE CONTRACT SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of _________________ 2026 (hereinafter, the “Effective Date”) by and between the CITY OF EL MONTE, a municipal corporation (hereinafter, “CITY”) and LOS ANGELES CHRISTMAS LIGHT INSTALLERS INC., a California corporation (hereinafter, “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.

RECITALS
WHEREAS, CITY requires themed holiday lighting and décor design, installation, maintenance, and removal services for the Santa Fe Springs Winter Wonderland at Heritage Park, a festive holiday attraction that will serve residents and visitors during the 2026 holiday season; and
WHEREAS, Section 34.18(B) of Title III of the Santa Fe Springs Municipal Code (“SFSMC”) authorizes cooperative or piggyback purchasing, wherein the CITY may enter into contracts with suppliers who have been awarded contracts by other local agencies for the purchase of supplies, equipment, and services under a competitive bidding process; and
WHEREAS, the City of El Paso de Robles, California, publicly issued a Request for Proposals (DPW Project No. 23-15) for holiday lighting services on April 18, 2023 (hereinafter, the “El Paso de Robles RFP”), attached hereto and incorporated herein as Exhibit “A”; and
WHEREAS, following a competitive selection process and in accordance with the El Paso de Robles RFP, CONTRACTOR was awarded the Letter Agreement for Holiday Light Display Services made and entered into on August 18, 2023, as amended by Amendment No. 1 dated September 24, 2024 and Amendment No. 2 dated March 4, 2026 (collectively, the “El Paso de Robles Agreement”), attached hereto and incorporated herein as Exhibit “B”; and
WHEREAS, as a material condition of CITY’s award of this Agreement, CONTRACTOR warrants and represents that it is willing to perform the services contemplated herein subject to the same or better pricing, terms, and conditions set forth in the El Paso de Robles Agreement, as stated in its correspondence dated June 11,

ATTACHMENT A
2 2026, attached hereto and incorporated herein as Exhibit “C”; and WHEREAS, CONTRACTOR further warrants and represents that it possesses the skills, experience, qualifications, and staff required to competently and timely provide the services and tasks contemplated under this Agreement; and WHEREAS, the execution of this Agreement was approved by the Santa Fe Springs City Council at its Regular Meeting of July 7, 2026 under Agenda Item No. _____.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:

Section 1. Scope of Work.

A. Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide the services and tasks described in those certain proposals of CONTRACTOR entitled “Santa Fe Springs Winter Wonderland 2026” and “Holiday/Event Lighting Terms and Conditions” (collectively, the “Scope of Services”), which are attached and incorporated hereto as Exhibit “D” and Exhibit “E”, respectively. For the purposes of this Agreement the various services and tasks identified in the Scope of Services may be referred to generally by the capitalized term “Services.”
B. CONTRACTOR shall provide all labor, materials, tools, supplies, equipment, services, tasks, and incidental and customary work necessary to competently perform and timely complete the Services. CONTRACTOR shall perform the Services in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by the City Representative (as defined herein).

C. CONTRACTOR warrants that CONTRACTOR: (i) has thoroughly investigated and considered the nature of the Service to be performed under this Agreement; and (ii) has carefully considered how the Services should be performed.

CONTRACTOR will inspect any location where the Services are to be performed and acquaint itself with the conditions of the location before commencing any of the Services requested by CITY. Should the CONTRACTOR discover any latent or unknown condition(s) which will materially affect the performance of the Services, CONTRACTOR shall immediately inform the CITY of such discovery and shall not proceed, except at CONTRACTOR’s risk until written instructions are received from the City Representative as defined herein.

D. In the event CONTRACTOR ceases to perform the Services agreed to under this Agreement or otherwise abandons any undertaking contemplated herein prior to completion and/or acceptance of the Services performed by CITY, CONTRACTOR shall 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 shall 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 3 cessation or abandonment.

Section 2. Term.

A. This Agreement shall commence on the Effective Date and continue in effect through and including February 28, 2027 (hereinafter, the “Term”).

The Agreement may be extended by the CITY subject to its same terms and conditions for up to two (2) one (1) year extension terms, provided the CITY issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term, which shall be accepted by CONTRACTOR and appended to this Agreement.

B. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause.

Section 3. Performance of Services.

A. Time is of the essence of this Agreement and each and every provision contained herein. The Services shall be commenced within three (3) calendar days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”). The Services shall be completed by the milestones set forth in the Notice to Proceed issued by CITY (hereinafter, the “Milestone Dates”).

B. CONTRACTOR shall perform the Services continuously and with due diligence so as to complete the Services by the Milestone Dates. CONTRACTOR shall cooperate with CITY and in no manner interfere with the services or work of CITY, its employees or other consultants, contractors, or agents.

C. CONTRACTOR may submit a written request for additional time to complete the Services, which request must be submitted to the CITY no later than fifteen (15) calendar days prior to the applicable Milestone Date or any extended Milestone Date granted by CITY. The written request for additional time must identify (i) what specific tasks or work remain to be completed by CONTRACTOR in order to complete the Services; (ii) how much additional time CONTRACTOR requires; (iii) identification of the circumstances that have caused the need for additional time, according to CONTRACTOR, including, if applicable, identification of any tasks that must be completed by CITY as prerequisite to CONTRACTOR being able to complete any other task or work; and (iv) what proactive steps CONTRACTOR has taken up to the date of the request to mitigate the need for additional time, including, if applicable, any effort on the part of CONTRACTOR to alert CITY of the need to provide information or complete certain tasks to be performed by CITY.

CITY in its sole and absolute discretion may grant, deny, or conditionally grant a request for additional time, provided that no individual grant of additional time may exceed a maximum of fifteen (15) calendar days.

D. CONTRACTOR shall not claim or be entitled to receive any additional compensation or damages because of the failure of CONTRACTOR, or its subcontractors, to perform, properly perform or timely complete related services or tasks necessary for CONTRACTOR to perform, properly perform or timely 4 complete any of the Services contemplated under this Agreement.

E. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR’s employees.

F. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

Section 4. Compensation.

A. CONTRACTOR shall perform all Services in accordance with the schedule of rates and charges set forth on page 20 of the document entitled Santa Fe Springs Winter Wonderland 2026 attached hereto as Exhibit “D”. The foregoing notwithstanding, CONTRACTOR’s total compensation may not exceed the sum of Two Hundred Thousand Dollars and Zero Cents ($200,000.00) per fiscal year during the Term of this Agreement, and may not exceed the aggregate sum of Six Hundred Thousand Dollars and Zero Cents ($600,000.00) if the Term of the Agreement is extended up to two (2) additional years pursuant to Section 2, above (hereinafter, the “Not-to-Exceed Sum”). CONTRACTOR further agrees that the Not-to-Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, expenses, tasks, and incidental and customary work necessary to competently perform and timely complete all Services requested by CITY.

B. CONTRACTOR will submit to CITY itemized invoices indicating the Services performed and completed in accordance with Section 2 (Payment Terms) of the document entitled Holiday/Event Lighting Terms and Conditions attached hereto as Exhibit “E”. 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.

Section 5. Standard of Care.

A. CONTRACTOR agrees as follows:

1. CONTRACTOR will perform all Services using the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality;

2. CONTRACTOR represents all personnel assigned to perform Services for CITY under this Agreement shall possess the skill, training, and experience necessary to competently perform the Services and shall at all times possess and maintain all licenses, certifications and/or qualifications necessary to perform the Services;

3. CONTRACTOR shall perform and complete all Services in a manner that is reasonably satisfactory to CITY;
5 4. CONTRACTOR shall comply with all applicable federal, State, and local laws and regulations, including all applicable Cal/OSHA regulations in the performance of this Agreement;

5. CONTRACTOR understands the nature and scope of the Services to be performed under this Agreement as well as any and all applicable schedules of performance and the Milestone Dates; and

6. In the performance of this Agreement, CONTRACTOR shall supply and deploy personnel, equipment, tools, and materials necessary, in the reasonable opinion of CITY, to perform all Services in compliance with the standard of care set forth in this Section and to timely complete all Services.

7. CONTRACTOR shall perform, at CONTRACTOR’s sole cost and expense, any tasks necessary to correct any errors or omissions caused by CONTRACTOR’s failure to comply with the standard of care set forth in 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 shall be commenced immediately upon their discovery by either Party and shall 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 in the City Representative’s sole and absolute discretion.

B. CONTRACTOR acknowledges and agrees that CITY’s acceptance of any Services performed by CONTRACTOR or on CONTRACTOR’s behalf shall not constitute a release of any deficiency or delay in performance. CONTRACTOR further acknowledges, understands, and agrees that CITY has relied upon the representations of CONTRACTOR under this Section and that such representations were a material inducement to CITY entering into this Agreement with CONTRACTOR.

Section 6. Representatives.

A. City Representative. For the purposes of this Agreement, the contract administrator and CITY’s representative shall be Gustavo Hernandez, Director of Parks and Recreation, or his designee (hereinafter, the “City Representative”). It shall be CONTRACTOR’s responsibility to keep the City Representative informed of the progress of all Services. CONTRACTOR shall refer any decisions which must be made by CITY to the City Representative. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the City Representative. Except as otherwise provided under this Agreement, written notice to the City Representative shall constitute notice to the CITY.

B. Contractor Representative. For the purposes of this Agreement, Andre Krouse, Owner/Operations Manager, is hereby designated as the primary representative of CONTRACTOR authorized to act on its behalf with respect to CONTRACTOR’s performance under this Agreement and to make all decisions in connection therewith (hereinafter, the “Contractor Representative”). Notice to the Contractor 6 Representative whether written or verbal shall constitute notice to CONTRACTOR.

The Contractor’s Representative shall supervise and direct the performance of all Services, using his/her best skill and attention. The Contractor Representative shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

Section 7. Contractor’s Personnel.

A. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the Services and all other related tasks contemplated under this Agreement.

B. CONTRACTOR shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services.

C. CONTRACTOR shall be solely responsible for the payment of any fees, assessments and taxes, plus applicable penalties, and interest, which may be imposed by law and arise from or are necessary for the CONTRACTOR’s performance of the Services.

D. CONTRACTOR shall be solely responsible for the satisfactory performance of all personnel working on CONTRACTOR’s behalf in the performance of this Agreement.

E. If at any time during the term of this Agreement, CITY requests the removal of any of CONTRACTOR’s employees or subcontractors assigned by CONTRACTOR to perform on CONTRACTOR’s behalf under this Agreement, CONTRACTOR shall remove such employees or subcontractors immediately upon receiving notice from CITY.

F. CONTRACTOR shall be solely responsible for the payment of all wages and benefits owed to CONTRACTOR’s employees and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. CONTRACTOR shall also be solely responsive for the payment of all subcontractors acting on its behalf in the performance of this Agreement.

G. CONTRACTOR represents to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONTRACTOR cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement immediately for cause. The key personnel for performance of this Agreement are as follows: Andre Krouse, Owner/Operations Manager.
7 Section 8. Provisions Applicable to Services Constituting Public Works Under Labor Code Section 1720.

A. The provisions of this Section shall apply to the extent any of the Services to be performed by CONTRACTOR constitute a “public work” within the meaning of Section 1720 of the Labor Code. CONTRACTOR is aware of and shall comply with all provisions of the Labor Code applicable to public works. In addition to any other indemnification obligation set forth under this Agreement, CONTRACTOR shall indemnify, hold harmless, and defend City concerning any liability arising out of Labor Code Section 1720 et seq.

B. Hours of Work.

1. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Services subject to this Section shall constitute a legal day’s work under this Agreement.

2. In accordance with California Labor Code Section 1811, the time of service of any worker employed in performance of the Services subject to this Section is limited to eight (8) hours during any one calendar day, and forty (40) hours during any one (1) calendar week, except in accordance with Labor Code Section 1815, which provides that work in excess of eight (8) hours during any one (1) calendar day and forty (40) hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight (8) hours during any one (1) calendar day and forty (40) hours during any one (1) calendar week at not less than one-and-one-half times the basic rate of pay.

3. CONTRACTOR and its subcontractors shall forfeit as a penalty to the CITY twenty-five dollars ($25) for each worker employed in the performance of Services subject to this Section for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day, or more than forty (40) hours in any one calendar week, in violation of the provisions of Labor Code Section 1810 et seq.

C. Wages.

1. In accordance with Labor Code Section 1773.2, the CITY has determined the general prevailing wages for the locality in which Services subject to the Section are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file at the CITY and shall be made available on request. CONTRACTOR and subcontractors engaged in the performance of the Services subject to this Section shall pay no less than these rates to all persons engaged in performance of the Services subject to this Section.

2. In accordance with Labor Code Section 1775, CONTRACTOR and any subcontractors engaged in performance of the Services subject to this Section shall comply with Labor Code Section 1775, which establishes a 8 penalty for each worker engaged in the performance of the Services that are subject to this Section that CONTRACTOR or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of CONTRACTOR or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of CONTRACTOR or subcontractor in meeting applicable prevailing wage obligations, or the willful failure by CONTRACTOR or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if CONTRACTOR or subcontractor had knowledge of their obligations under the California Labor Code. CONTRACTOR or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the Services subject to this Section is not paid the general prevailing per diem wages by the subcontractor, CONTRACTOR is not liable for any penalties therefore unless CONTRACTOR had knowledge of that failure or unless CONTRACTOR fails to comply with all of the following requirements:
(i) The contract executed between CONTRACTOR and the
subcontractor for the performance of part of the Services subject to this Section shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. (ii) CONTRACTOR shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor’s certified payroll records. (iii) Upon becoming aware of a subcontractor’s failure to pay the specified prevailing rate of wages, CONTRACTOR shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due to the subcontractor for performance of the Services subject to this Section.
(iv) Prior to making final payment to a subcontractor, CONTRACTOR shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the Services subject to this Section and any amounts due pursuant to California Labor Code Section 1813.

3. In accordance with Labor Code Section 1776, CONTRACTOR and each subcontractor engaged in performance of the Services subject to this Section shall keep accurate payroll records showing the name, address, social security number, work, straight time, and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the Services subject to this Section. Each payroll record shall contain or be 9 verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(i) The information contained in the payroll record is true and correct.
(ii) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer’s employees on the public works project.

The payroll records required pursuant to Labor Code Section 1776 shall be certified and shall be available for inspection by the CITY and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with Labor Code Section 1776.

4. In accordance with Labor Code Section 1777.5, CONTRACTOR, on behalf of itself and any subcontractors acting on CONTRACTOR’s behalf in performance of the Services subject to this Section, shall be responsible for ensuring compliance with Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts.

5. In case it becomes necessary for CONTRACTOR and any subcontractors performing Services on CONTRACTOR’s behalf to employ for the Services subject to this Section any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non-manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, CONTRACTOR shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to specific Services subject to this Section to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.

6. To the extent any of the Services to be performed by CONTRACTOR constitute a “public work” within the meaning of Section 1720 of the Labor Code, then pursuant to Labor Code Sections 1725.5 and 1771.1, the CONTRACTOR and all subcontractors performing such Services must be registered with the Department of Industrial Relations. CONTRACTOR shall maintain registration for the duration of the Term of this Agreement and shall require the same of any subcontractors, as applicable. This Services may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be CONTRACTOR’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against CONTRACTOR or any subcontractor that affect CONTRACTOR’s performance of the Services, including any delay, shall be CONTRACTOR’s sole responsibility. Any delay arising out of or resulting 10 from such stop orders shall be considered a CONTRACTOR caused delay and shall not be compensable by the CITY.

Section 9. Conflicts of Interest.

A. CONTRACTOR may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONTRACTOR in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

B. CONTRACTOR shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code Section 1090 et seq. CONTRACTOR warrants and represents that no owner, principal, partner, officer, or employee of CONTRACTOR is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONTRACTOR was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONTRACTOR warrants that any such individuals did not participate in any manner in the forming of this Agreement.

CONTRACTOR understands that, if this Agreement is made in violation of Government Code Section 1090 et seq., the entire Agreement is void and CONTRACTOR will not be entitled to any compensation for Services performed pursuant to this Agreement, including reimbursement of expenses, and CONTRACTOR will be required to reimburse the CITY for any sums paid to CONTRACTOR. CONTRACTOR understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code Section 1090.

C. 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 shall have the absolute and unfettered right to rescind this Agreement without liability or penalty.

Section 10. Independent Contractor. CONTRACTOR shall at all times during the term of this Agreement be an independent contractor and shall not be an employee of CITY or engaged in any joint venture relationship with the CITY. CONTRACTOR shall determine the method, details, and means of performing all of the Services to be performed by CONTRACTOR under this Agreement. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement.

CONTRACTOR is permitted to provide services to others during the same period as it provides services to CITY under this Agreement. Notwithstanding any other CITY, state, 11 or federal policy, rule, regulation, law, or ordinance to the contrary, CONTRACTOR and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.

Section 11. Non-Discrimination.

A. CONTRACTOR shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any Services provided by CONTRACTOR under this Agreement.

CONTRACTOR shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any Services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of CONTRACTOR thereby.

B. CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2, § 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full.

CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. CONTRACTOR shall include the nondiscrimination and compliance provisions of this Section in all subcontracts to provide Services under this Agreement.

Section 12. Indemnification.

A. To the fullest extent permitted by law, CONTRACTOR hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless CITY and CITY’s elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively “Indemnitees”) from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively “Liabilities”), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of CONTRACTOR or any of CONTRACTOR’s officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement, including the approval of this Agreement, and the 12 performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by CONTRACTOR and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees’ right to recover under this indemnity provision. CONTRACTOR shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code Section 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code Section 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees. CONTRACTOR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.

B. CONTRACTOR’s obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act.

CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to the Indemnities.

C. CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those in 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 for the benefit of CITY, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY, its officers, agents, employees 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 or any of its officers, employees, servants, agents, subcontractors, volunteers 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.

D. 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 13 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. CONTRACTOR agrees that CONTRACTOR’s covenant under this Section shall survive the termination of this Agreement.

E. CONTRACTOR shall fully comply with the workers’ compensation laws regarding CONTRACTOR and CONTRACTOR’s employees. CONTRACTOR further agrees to indemnify and hold CITY harmless from any failure of CONTRACTOR to comply with applicable workers’ compensation laws. CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR’s failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

Section 13. Insurance.

A. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

1. Commercial General Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) for each occurrence and Four Million Dollars ($4,000,000) aggregate for any personal injury, death, loss, or damage.

2. Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per occurrence for bodily injury and property damage.

3. Worker’s Compensation insurance as required by the State of California and Employer's Liability Coverage of at least One Million Dollars ($1,000,000) per occurrence.

B. CONTRACTOR shall require each of its sub-consultants or sub-contractors to maintain insurance coverage that meets all of the requirements of this Agreement.

C. The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

D. CONTRACTOR agrees that if it does not keep the insurance required in this Agreement in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’S expense, the premium thereon.

E. Prior to commencement of the Services under this Agreement, CONTRACTOR shall file with CITY’s Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and 14 specifications required pursuant to this Agreement.

F. CONTRACTOR shall provide proof that policies of insurance expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

G. The general liability and automobile policies of insurance shall contain an endorsement naming CITY, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds.

All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY.

CONTRACTOR agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

H. All policies of insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the CITY, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

I. All insurance coverage provided pursuant to this Agreement shall not prohibit CONTRACTOR, and CONTRACTOR’s employees, agents, subcontractors, or volunteers from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.

J. Any deductibles or self-insured retentions must be approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

K. If CONTRACTOR is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.

L. Procurement of insurance by CONTRACTOR shall not be construed as a limitation of CONTRACTOR’s liability or as full performance of CONTRACTOR’s duties to indemnify, hold harmless and defend CITY under this Agreement.

M. 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.
15 N. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Section 14. Records and Inspection. CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to document the performance of the Services and enable the CITY to evaluate the performance of the Services. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records. Such records shall be maintained for a period of four (4) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

Section 15. Termination; Default; Remedies.

A. Termination for Convenience. CITY may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to CONTRACTOR specifying the effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative or the City Manager. CONTRACTOR may only terminate this Agreement for cause.

B. Termination for Cause. 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”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall 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 shall be cured, which shall not be less than the applicable cure period set forth in this Section 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 shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) 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; (ii) CONTRACTOR’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONTRACTOR, whether voluntary of involuntary; (iv) CONTRACTOR’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) CITY’s discovery that a statement representation or warranty by CONTRACTOR relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.

1. CONTRACTOR shall cure the following Event of Default within the following time periods:
16 i. Within three (3) 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 3-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 3-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or
ii. Within thirty (30) 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 30-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 30-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 30-day cure period.

2. If an Event of Default relates to a material falsehood or misrepresentation set forth in Exhibit “D” or Exhibit “E” that is not susceptible to a cure, CITY in its sole and absolute discretion may elect to treat the falsehood or misrepresentation as a breach of this Agreement or waive the falsehood or misrepresentation. The foregoing notwithstanding, the prior waiver of a falsehood or misrepresentation as an Event of Default shall not operate as a waiver or any other falsehood or misrepresentation later discovered by CITY.

3. Except as otherwise specified in this Agreement, CITY shall cure any Event of Default asserted by CONTRACTOR within thirty (30) calendar days of CONTRACTOR’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30-day cure period. Prior to the expiration of the 30-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 30-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONTRACTOR shall be cured by CITY within five (5) calendar days from the date of CONTRACTOR’s Default Notice to CITY.

4. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR’s performance under this Agreement (or the performance of any specific task or function performed by CONTRACTOR under this Agreement) pending CONTRACTOR’s cure of any Event of Default by giving 17 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 shall 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 shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

C. CITY Remedies. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall 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:

1. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;

2. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;

3. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR’s breach of the Agreement or to terminate the Agreement; or

4. The CITY may exercise any other available and lawful right or remedy.

CONTRACTOR shall 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.

D. Installation Delays; Liquidated Damages. Notwithstanding any provision of this Agreement to the contrary, the Parties acknowledge and agree that as a material bargaining condition of this Agreement, CONTRACTOR must complete all holiday lighting and décor installation work contemplated in the Scope of Services by the applicable Milestone Date provided in the Notice to Proceed issued by CITY.

CONTRACTOR acknowledges that failure to meet the installation Milestone Date will cause CITY to suffer damages, including lost holiday enjoyment for residents and visitors, event disruptions, refunds and loss of ticket sales, and diminished seasonal marketing value. Actual damages related to delayed completion of the installation Services are difficult or impossible to calculate accurately at the time of contracting, and thus the Parties agree to a pre-determined financial remedy.

If CONTRACTOR fails to achieve full completion of the holiday lighting and décor installation Services by the Milestone Date specified in the Notice to Proceed, CONTRACTOR shall pay to Owner, as liquidated damages and not as a penalty, the sum of Five Thousand Dollars ($5,000) for each calendar day that the installation remains incomplete or non-operational past the applicable Milestone 18 Date. CITY may deduct any accrued liquidated damages directly from any compensation owed to CONTRACTOR under this Agreement. Collection of liquidated damages under this Section shall be CITY’s exclusive financial remedy for the specific period of the installation delay.

E. CONTRACTOR Remedies. In the event CITY is in breach of this Agreement, CONTRACTOR’s sole remedy shall 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. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the Services required by this Agreement.

F. Waiver. No waiver of any default or breach under this Agreement shall 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 shall give the other Party any contractual rights by custom, estoppel, or otherwise.

Section 16. Force Majeure. The Completion Date 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.

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. No such excusal or extension of time for a force majeure delay shall extend beyond 30 days. 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 Agreement, however caused, CONTRACTOR’S sole remedy being extension of the Agreement pursuant to this Section.

Section 17. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during CONTRACTOR’s and CITY’s regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing.

If to CITY: If to CONTRACTOR:

City of Santa Fe Springs
Department of Parks and Recreation
11740 Telegraph Rd.

Santa Fe Springs, CA 90670
Attn: Gustavo Hernandez, Director of
Los Angeles Christmas Light
Installers Inc.
15832 South Broadway, STE B
Gardena, CA 90248
Attn: Andre Krouse,
19 Parks and Recreation
Phone: 562-863-4896
Courtesy Copy to:

Olivarez Madruga Law
Organization, LLP
500 S. Grand Avenue, 12th Floor
Los Angeles, CA 90071
Attn: Paloma McEvoy
Phone: (213) 744-0099
Owner/Operations Manager
Phone: 310-916-6069
Section 18. Assignment. CONTRACTOR shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without CITY’s prior written consent, and any attempt to do so shall be void and of no effect. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 19. Attorney Fees. In the event that CITY or CONTRACTOR commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorney’s fees.

Section 20. Entire Agreement; Amendments. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. Except as expressly provided in this Agreement or its Exhibits, in the event of any conflict or inconsistency between the express provisions of this Agreement and provisions of any document incorporated by reference, the provisions of this Agreement shall prevail and control. This instrument contains the entire Agreement between CITY and CONTRACTOR with respect to the subject matter herein. No other prior oral or written agreements are binding on the parties. Any modification or amendment of this Agreement will be effective only if it is in writing and executed by both CITY and CONTRACTOR.

Section 21. Governing Law; Jurisdiction. This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

Section 22. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Section 23. Captions. The captions used in this Agreement are solely for reference and the convenience of the Parties. The captions are not a part of the Agreement, in no way bind, limit, or describe the scope or intent of any provision, and shall have no effect upon the construction or interpretation of any provision herein. 20 Section 24. Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

Section 25. Conflicts; Inconsistencies. In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

Section 26. Authority to Execute this Agreement. The persons executing this Agreement on behalf of the Parties warrant and represent that they have the authority to execute this Agreement on behalf of said Parties and have the authority to bind the Parties to the provisions of this Agreement.

Section 27. Electronic Signatures. The Parties acknowledge and agree that execution of the 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.
[SIGNATURES ON FOLLOWING PAGE]
21 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF SANTA FE SPRINGS, a
municipal corporation
By:

Joe Angel Zamora, Mayor
Date: _____

LOS ANGELES CHRISTMAS LIGHT
INSTALLERS INC., a California
corporation
By: ______________________________
Name:____________________________
Title:_____________________________
Date: ___________
APPROVED AS TO FORM:

By:_____________________________
Paloma McEvoy, Assistant City
Attorney
Date: __________
22 Exhibit “A”
El Paso de Robles RFP
RFP for City Park Holiday Light Display – DPW No. 23-15 1

CITY OF EL PASO DE ROBLES
“The Pass of the Oaks”

REQUEST FOR PROPOSALS
City Park Holiday Light Display
DPW No. 23-15
Date Issued: April 18, 2023
A. Introduction
With this Request for Proposals (“RFP”), the City of Paso Robles is seeking proposals from qualified contractors (“Respondent”) to design and install holidays lights in the trees and on the structures in historic, downtown City Park. All proposals should include lighting that is not holiday specific, but instead transforms the park into a festive environment, showcasing its unique features, and benefiting both the community and visitors.

The successful contractor (“Contractor”) shall be responsible for design, installation, maintenance, removal, packaging, storage, and transport of all seasonal lighting features. All lighting remains the property of the Contractor.

The City intends to award a contract for an initial one-year term, with the ability, by mutual agreement, to extend the term in two-year increments three times, for a total possible term of seven years.

The allocated annual budget for this project is not to exceed $85,000.

B. Submittal Deadline
Four (4) copies of the Respondent’s proposal must be submitted no later than 5:00 p.m. on Friday, May 26, 2023.

Proposals must be delivered to:

City of Paso Robles
Attn: Freda Berman
Public Works Director
1000 Spring Street
Paso Robles, CA 93446
RFP for City Park Holiday Light Display – DPW No. 23-15 2 C. Questions and Requests for Clarifications
All questions and requests for interpretations or clarifications must be submitted in writing to the City by emailing Freda Berman, Public Works Director, at [email protected]. Verbal statements regarding this RFP by any persons should be considered unverified information unless confirmed in writing. To ensure a response, questions must be received by 5:00 p.m. local time on Monday, May 15, 2023.

D. Services Provided by Contractor
Lighting and Decorations Plan
The City has identified five areas to be decorated (Attachment 1). The City shall make the final determination on specific areas to be decorated each year. A lighting and decoration plan is required for each area listed below.

Area 1 – Carnegie Library
The Carnegie Library is an historic building, local landmark and focal point of City Park.

The lighting and decoration plan should highlight the unique features of the building and provide a location for visitors to take photos of their own.

Area 2 – City Park Restroom
Decorated areas include the rooftop and eaves of the restroom building.

Area 3 – Gazebo
The City Park Gazebo is the traditional gathering place for Paso Robles. It is an historic structure and site of concerts and other events year-round. Traditionally, the Gazebo is decorated with lights on the rooflines and eaves, with a lighted decoration on the spire.

The lighting and decoration plan should highlight the unique features of the building.

Area 4 – Entry Monuments (2)
Decorated areas include the top of both entry monuments located on 12th Street.

Area 5 – The Trees
Sixty trees cover the four-and-one-half acre park, including several heritage oaks. The City would like between 25 to 30 trees lit in various styles. Selection of lit trees must be based on proximity to power, which is located at the top of light poles and dramatic impact.

Optional Area – Interior Park and Surrounding Decorative Light Poles Respondent is to provide a separate cost to decorate the light poles on the interior of and surrounding City Park.

RFP for City Park Holiday Light Display – DPW No. 23-15 3 Work Description – Design
Contractor shall provide the final design of all agreed upon areas 30 days prior to installation unless an earlier date is required for discounted ordering. These shall include, but are not limited to:
 Conceptual drawing indicating which trees will have featured lighting to produce the most dramatic effect.
 Style of décor and lights for all indicated Areas.
 Methods of installation in relation to the plan.
 Tree trimming and pruning requirements requested of the City.  Installation and removal timeframe.

Work Description – Installation
Lighting shall be installed, tested and fully operational by 5 p.m. on the Tuesday prior to Thanksgiving.
 Contractor shall provide automatic timers for lights except as discussed with the City for opening night lighting ceremony. Timers are to be set from 5 p.m. to 5 a.m.  The City is responsible for any necessary tree trimming. Contractor shall not, unless having received written permission from the City, trim any trees. The Contractor shall notify the City should it become apparent that trimming is necessary for any reason. The City will provide a trimming schedule.

Work Description – Maintenance
 Contractor shall be responsible for all related maintenance to ensure the display is operating as intended.
 Contractor shall maintain the display from the Friday prior to Thanksgiving through the second Monday in January.
 Contractor must have personnel available to guarantee next day service, including weekends, for repair or replacement of damaged lights. The Contractor must respond to the designated City contact within 24-hours of call and be on-site within that time for service.
 Contractor’s next-day service to repair and replace damaged lights and extension cords shall be for any reason, including, but not limited to, damage from vandalism, weather or other acts of God, from the first day of installation until the second Monday in January.
 The City shall pay the cost of necessary replacement lights and extension cords due to vandalism on a Time and Material basis. Contractor shall repair or replace lights at no cost to the City for lights and extension cords that contain a manufacturer’s defect or are improperly installed.

Work Description – Removal and Storage
 Contractor shall begin removal of lights no later than the second Monday in January. The Contractor shall complete the removal of all installed lights no later than the last Friday in February. It is assumed that light strings are removed out RFP for City Park Holiday Light Display – DPW No. 23-15 4 of trees each year. Contractor is responsible for disposal of debris and leaving the areas clean.
 Contractor is responsible to provide storage for lighting during the terms of this Agreement. All lighting will remain the property of the Contractor.

E. Compensation
Contractor shall provide all design and labor services, products and materials under any agreement entered into pursuant to this RFP for the negotiated final amount, with the understanding that the annual budget is not to exceed $85,000. The City shall pay the Contractor 50% of the project cost at the time of installation and the remaining 50% at completion of installation.

F. Proposal
Attached is the City’s Letter Agreement (Attachment 2). As part of your response to this RFP, please review this Agreement and provide any proposed revisions or modifications prior to entering into a contract with the City. It will be assumed that the Contractor will sign this Agreement as written, if selected, if no proposed revisions or modifications are included with the response to this RFP.

Proposal Contents:

1. Firm identification
a) Firm name, address, telephone number and e-mail address; b) Name and telephone number of contact person.

2. Provide the following information for each subcontractor (if applicable):
a) Firm name, address, telephone number and e-mail address; b) Contemplated role of the firm in the project.

3. List of personnel who will be working on the project. Indicate experience, especially related to lighting displays. Describe anticipated role in the project and how the staff would be organized.

4. Work Program: Based on your understanding of the project, list all required tasks to complete the work.

5. Cost: Provide a cost breakdown to demonstrate your understanding of the project needs.

This cost will not be binding; the final agreement will be the result of a precise scope of work and a negotiated compensation amount. Provide a separate cost for decorating the light poles around City Park.

6. Provide a statement of what especially qualifies your firm to perform this work.

7. Signature: Proposal shall be signed by an authorized corporate office whose signature is binding upon the firm.

RFP for City Park Holiday Light Display – DPW No. 23-15 5

8. Valid Period: Include a statement that your proposal will remain valid for 60 days.

9. Conflict of Interest: Proposal shall include a statement that no conflicts of interest exist in the provisions of these services.

G. Selection Process
Proposals that meet the submittal requirements will be evaluated by the City based on the following criteria (in no particular order):

1. Contractor’s understanding of the City of Paso Robles’ desires and general approach to the project as demonstrated in the Project Understanding and Work Program.

2. Qualifications of the Contractor’s staff assigned to this project.

3. Demonstrated ability of the Contractor to perform quality work, control costs, and meet time schedules.

4. Ability to work effectively with City and staff.

5. Contractor’s cost proposal for the specified work.

Respondents should note that the lowest cost proposal is not the sole determining factor in the City’s evaluation.

The City will establish a screening committee to review and rank all proposals received. The City will review each submission and perform any other investigation it deems appropriate, and then rank the proposals according to the evaluation criteria. Based on the rankings, the City may, at its sole discretion, invite a short list of Respondents to participate in interviews.

If interviews are conducted, the short-listed Respondents will be evaluated solely on the interview and the highest ranked Respondent will be determined. No Respondent shall be entitled to or otherwise guaranteed an interview with the City.

H. Award of Contract
Upon determination of the highest ranked firm, the City will endeavor to negotiate a mutually agreeable scope of services and fee with the selected firm. In the event that the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next firm selected by the City.

If awarded, the contract will be awarded to the firm selected on the basis of information provided in the proposal, the results of the City’s research and investigation, and, if conducted, interviews. Determinations will be made on the basis of the criteria set forth in section G.

The City reserves the right to reject any or all proposals and to negotiate modifications of acceptance of parts of a proposal. Other terms and conditions of the contract will be RFP for City Park Holiday Light Display – DPW No. 23-15 6 negotiated at the time of the Contractor selection and will be subject to the approval of the City Attorney.

I. General Provisions

1. Addenda to RFP.

The City reserves the right to amend this RFP or issue addenda to answer questions for clarification.

2. No Commitment to Award.

Issuance of this RFP and receipt of proposals does not commit the City to award a contract.

The City expressly reserves the right to postpone the RFP for its own convenience, to accept or reject any or all proposals received in response to this RFP, to negotiate with more than one Respondent concurrently, or to cancel all or part of this RFP.

3. Non-Responsive Proposals.

A proposal may be considered non-responsive if conditional, incomplete, or if it contains alterations of form, additions not called for, or other irregularities that may constitute a material change to the proposal.

4. Costs for Preparing.

The City will not compensate any Respondent for the cost of preparing any proposal, and all materials submitted with a proposal shall become the property of the City. The City will retain all proposals submitted and may use any idea in a proposal regardless of whether that proposal is selected.

5. Alternative Proposals.

Only one final proposal is to be submitted by each Respondent. Multiple proposals will result in rejection of all proposals submitted by the Respondent.

6. Public Documents.

Pursuant to Michaelis, Montanari, & Johnson v. Superior Court (2006) 38 Cal.4th 1065, proposals/bids submitted in response to this solicitation shall be held confidential by City and shall not be subject to disclosure under the California Public Records Act (Government Code section 6250 et seq.) until after either City and the successful proposer have completed negotiations and entered into an Agreement or City has rejected all proposals or opted not to proceed with the project. All correspondence with the City including responses to this RFP will become the exclusive property of the City and will become public records under the California Public Records Act. Furthermore, the City will have no liability to the proposer or other party as a result of any public disclosure of any proposal or the Agreement.

RFP for City Park Holiday Light Display – DPW No. 23-15 7 J. Attachments

1. Location map

2. City’s Letter Agreement Template
Granting of this contract may require disclosure
of personal financial interests under the Political Reform Act.

City Park Holiday Light Display
DPW Project No. 23-15
1 3
2 4 4
5 5
5 5
5 5
5 5
Attachment 2
82477.07000\24609582.2 1
[INSERT DATE]
[INSERT NAME]
[INSERT ADDRESS]
[INSERT CITY, STATE ZIP]
Dear [INSERT NAME]:

Letter Agreement for Holiday Light Display Services
This letter shall be our Agreement (“Letter Agreement”) regarding the Holiday Light Display services described below (“Services”) to be provided by [INSERT NAME OF PERSON OR FIRM AND INDICATE IF IT IS A CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY] (“Consultant”) as an independent contractor to the City of El Paso de Robles (the “City”) for the City’s City Park Holiday Light Display, DPW Project No. 23-15 (“Project”). Consultant is retained as independent contractor and is not an employee of the City. City and Consultant are sometimes referred to herein as “Party” or “Parties.”
The Services to be provided include the following: design, installation, maintenance and storage of holiday lighting specifically designed for five (5) areas of the City of Paso Robles City Park.

The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit “A” and are incorporated herein by reference. The term of this Letter Agreement shall be from the Notice to Proceed to February 23, 2024. Services on the Project shall begin immediately and shall be completed within the term of this Letter Agreement, unless extended by the City in writing.

Consultant shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement.

Consultant has represented to the City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of equal competence upon written approval of the City.

In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: [INSERT NAMES] The total compensation shall not exceed $[INSERT DOLLAR AMOUNT] without written approval of the Public Works Director. Consultant’s invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City twice; 50% at time of installation and «Vendor»
[Date]

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82477.07000\24609582.2 2
the balance at the completion of installation. The City shall review and pay the approved charges on such invoices in a timely manner.

Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Letter Agreement upon request.

Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all applicable California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Sections 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. «Vendor»
[Date]

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82477.07000\24609582.2 3
Consultant shall provide proof of: A. Commercial General Liability Insurance, of at least $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C.

Workers’ Compensation in compliance with applicable statutory requirements and Employer's Liability Coverage of at least $1,000,000 per occurrence; and D. Consultants providing professional services shall provide Professional Liability (Errors and Omissions) Insurance of at least $1,000,000. Insurance carriers shall be licensed to do business in California and maintain an agent for process within the state. Such insurance carrier shall have not less than an "A-:VII" rating according to the latest Best Key Rating unless otherwise approved by the City. The City, its officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Consultant’s policies of Commercial General Liability and Automobile Liability insurance and such coverage provided to the City as an Additional Insured shall apply on a primary and non-contributory basis. Waiver of subrogation endorsements in favor of the City shall be provided on Consultant’s policies of Commercial General Liability, Automobile Liability and Workers’ Compensation/Employer’s Liability insurance.

The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days’ written notice to the City only in the event of City’s failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant.

To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Letter Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, «Vendor»
[Date]

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82477.07000\24609582.2 4
and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the City.

By executing this Letter Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Consultant shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant’s compliance with the requirements. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, subsubcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Consultant's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause.

By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency.

This Letter Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in San Luis Obispo County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant «Vendor»
[Date]

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82477.07000\24609582.2 5
shall be barred from bringing and maintaining a valid lawsuit against the City.

Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties.

This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement.

Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below.

CITY OF EL PASO DE ROBLES
Approved By:

Ty Lewis
City Manager
Date
Attested By:
[INSERT TITLE]
[INSERT CONSULTANT NAME]
Signature
Name
Title
Date
23 Exhibit “B”
El Paso de Robles Agreement

CITY OF EL PASO DE ROBLES
“The Pass of the Oaks”
82477.07000\24609582.2 1
July 11, 2023
Brad Sweezy
Los Angeles Christmas Light Installers
13770 Prairie Avenue
Hawthorne, CA 90250
[email protected]
Dear Mr. Sweezy:

Letter Agreement for Holiday Light Display Services
This letter shall be our Agreement (“Letter Agreement”) regarding the Holiday Light Display services described below (“Services”) to be provided by Los Angeles Christmas Light Installers (“Consultant”) as an independent contractor to the City of El Paso de Robles (the “City”) for the City’s City Park Holiday Light Display, DPW Project No. 23-15 (“Project”). Consultant is retained as independent contractor and is not an employee of the City. City and Consultant are sometimes referred to herein as “Party” or “Parties.”
The Services to be provided include the following: design, installation, maintenance and storage of holiday lighting specifically designed for five (5) areas of the City of Paso Robles City Park.

At the conclusion of the initial term, the City will notify the Consultant, in writing whether it want to extend the Letter Agreement term. If the City want to extend the Letter Agreement term, the notice will include the adjusted scope and budget that will apply during the extended term.

Consultant shall, within ten days of the date of the City’s notice proposing an extension of the Letter Agreement term, respond in writing, stating whether it agrees to extend the Letter Agreement term as reflected in the City’s notice. If Consultant agrees to extend the Letter Agreement term, the parties will execute a written amendment to the Letter Agreement setting the adjusted scope and budget. If the City does not want to extend the Letter Agreement term, or Consultant does not respond to the City’s notice within ten days, the Letter Agreement will expire at the end of the then-current term without further action by the City.

Consultant shall perform all Services under this Letter Agreement in a skillful and competent Los Angeles Christmas Light Installers
July 11, 2023

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82477.07000\24609582.2 2
manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement.

In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: Brad Sweezy The total compensation shall not exceed $89,901.56 without written approval of the Public Works Director. Consultant’s invoices shall include a detailed description of the Services performed.

Invoices shall be submitted to the City twice; 50% at time of installation and the balance at the completion of installation. The City shall review and pay the approved charges on such invoices in a timely manner.

Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at the Consultant’s principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all applicable California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Sections 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.

Los Angeles Christmas Light Installers
July 11, 2023

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82477.07000\24609582.2 3
If the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

Consultant shall provide proof of: A. Commercial General Liability Insurance, of at least $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury and property damage, at least as broad as Insurance Services Office Commercial General Liability most recent Occurrence Form CG 00 01; B. Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, of at least $1,000,000 per occurrence for bodily injury and property damage, at least as broad as most recent Insurance Services Office Form Number CA 00 01 covering automobile liability, Code 1 (any auto); C.

The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 calendar days’ written notice to the City only in the event of City’s failure to perform in accordance Los Angeles Christmas Light Installers
July 11, 2023

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82477.07000\24609582.2 4
with the terms of this Letter Agreement through no fault of Consultant.

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82477.07000\24609582.2 5
Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency.

This Letter Agreement shall be interpreted in accordance with the laws of the State of California.

If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in San Luis Obispo County, State of California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims, and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third-party beneficiaries of any right or obligation of the Parties.

This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Letter Agreement.

Elizabeth Wagner Hull (Aug 17, 2023 21:47 PDT)
Elizabeth Wagner Hull
Ty Lewis (Aug 18, 2023 08:15 PDT) Aug 18, 2023
City of El Paso de Robles
"The Pass of the Oaks"
AMENDMENT NO. 1

TO THE LETTER AGREEMENT FOR HOLIDAY LIGHT DISPLAY SERVICES

BETWEEN

THE CITY OF EL PASO DE ROBLES
AND

LOS ANGELES CHRISTMAS LIGHT INSTALLERS

1. Parties and Date.

This Amendment No. 1 to the Letter Agreement for Holiday Light Display Services is made and entered into as of ________________________, by and between the City of El Paso de Robles, a municipal organization organized under the laws of the State of California with its principal place of business at 1000 Spring Street, El Paso de Robles, California 93446 (“City”) and Los Angeles Christmas Light Installers, with its principal place of business at 13770 Prairie Avenue, Hawthorne, CA 90250 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Consultant. The City and Consultant have entered into an agreement entitled “Letter Agreement for Holiday Light Display Services” dated July 11, 2023, (“Letter Agreement”) for the purpose of retaining the services of Consultant to provide design, installation, maintenance and storage of holiday lighting specifically designed for the City Of Paso Robles City Park.

2.2 Amendment Purpose. The City and Consultant desire to amend the Letter Agreement to extend the term for two (2) additional years by mutual consent of the parties and to provide for an increase in rates pursuant to the Letter Agreement.

2.3 Additional Scope. The City and Consultant agree to an increase in project scope, as further detailed in the scope of work attached hereto as Exhibit A and incorporated herein by reference. The additional scope of work shall include, without limitation, five (5) additional trees, adding lights to trees previously lit, enhancing the lighting on the Carnegie Library, improving the lighting on the entry monuments, adding features to the restroom roof, and including entry arches at the four (4) corners of City Park.

2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to the Agreement dated July 11, 2023.

3. Terms.

3.1 Amendment The term of the Letter Agreement is hereby extended for two (2) years until February 23,2026 (“Renewal Term”).

3.2 Notice to Proceed. Unless otherwise terminated pursuant to the terms of the Letter Sep 24, 2024
Agreement, the City shall endeavor to issue to Consultant a written notice to proceed for each year of the Renewal Term, on or before September 30th of the respective year. The City’s failure to issue a notice to proceed in accordance with this section shall not entitle the Consultant to additional compensation from, or recourse against, the City.

3.3 Compensation for Renewal Term. The total compensation for each calendar year of the Renewal Term shall not exceed $170,000 without written approval of the Public Works Director.

After the City issues a notice to proceed for the respective year, Consultant shall promptly submit an invoice for the associated work and/or services including a detailed description of the Services performed. Invoices for the respective year shall be submitted to the City three (3) times: 40% at the City’s issuance of a Notice to Proceed, 40% at completion of installation and the balance at completion of the display and re-installation of the year-round lights.

3.4 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Letter Agreement remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 1, including, without limitation, the indemnity and insurance requirements. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. To the extent there is any inconsistency between the terms of this Amendment No. 1, the exhibits attached hereto, or the Letter Agreement, the most stringent will control.

3.5 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

3.6 Severability. If any portion of this Amendment No.1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.7 Incorporation of Recitals. The Recitals listed above in this Amendment No. 1 are hereby incorporated by reference, as an operative part of this agreement, as if fully set forth herein. [Signatures on Next Page]

SIGNATURE PAGE FOR
AMENDMENT NO. 1

TO THE LETTER AGREEMENT FOR HOLIDAY LIGHT DISPLAY SERVICES

BETWEEN

THE CITY OF EL PASO DE ROBLES
AND

LOS ANGELES CHRISTMAS LIGHT INSTALLERS
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the date first written above.

CITY OF EL PASO DE ROBLES

Chris Huot
Assistant City Manager

Date
City Attorney Approval:

City Attorney
Reviewed By:

City Project Manager

LOS ANGELES CHRISTMAS LIGHT

INSTALLERS

Signature

Name

Title

Date
Brad Sweezy (Sep 19, 2024 11:03 PDT) Brad Sweezy Brad Sweezy Sep 19, 2024 Elizabeth Hull (Sep 19, 2024 11:14 PDT) Chris Huot (Sep 24, 2024 06:50 PDT) Sep 24, 2024 82477.07000\31049904.1
City of El Paso de Robles
"The Pass of the Oaks"
AMENDMENT NO. 2

TO THE LETTER AGREEMENT FOR HOLIDAY LIGHT DISPLAY SERVICES

BETWEEN

THE CITY OF EL PASO DE ROBLES
AND

LOS ANGELES CHRISTMAS LIGHT INSTALLERS

1. Parties and Date.

This Amendment No. 2 to the Letter Agreement for Holiday Light Display Services is made and entered into as of _________________________, by and between the City of El Paso de Robles, a municipal organization organized under the laws of the State of California with its principal place of business at 1000 Spring Street, El Paso de Robles, California 93446 (“City”) and Los Angeles Christmas Light Installers, with its principal place of business at 13770 Prairie Avenue, Hawthorne, CA 90250 (“Consultant”). City and Consultant are sometimes individually referred to herein as “Party” and collectively as “Parties.”

2. Recitals.

2.1 Consultant. The City and Consultant have entered into an agreement entitled “Letter Agreement for Holiday Light Display Services” dated July 11, 2023, (“Agreement”) for the purpose of retaining the services of Consultant to provide design, installation, maintenance and storage of holiday lighting specifically designed for the City of Paso Robles City Park. Amendment No. 1 to the Agreement was entered into as of September 24, 2024, and extended the term, pursuant to the Agreement to February 23, 2026.

2.2 Amendment Purpose. The City and Consultant desire to amend the Agreement to extend the term of the Agreement for two (2) additional years by mutual consent of the parties and to allow for an increase in rates pursuant to the Agreement.

2.3 Project Scope. The City and Consultant agree to a project scope to include all elements as executed for the 2025 holiday display and detailed in Exhibit A.

2.4 Amendment Authority. This Amendment No. 2 is authorized pursuant to the Agreement dated July 11, 2023.

3. Terms.

3.1 Amendment. In accordance with the Agreement, the term of the Agreement is hereby extended for two (2) years and shall be from February 24, 2026 to February 23, 2028 (“Renewal Term”).

3.2 Compensation for Renewal Term. The total compensation for each year of the renewal term shall not exceed $181,200 without written approval of the Public Works Director.

Mar 4, 2026
82477.07000\31049904.1
Consultant’s invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City three (3) times: 40% at contract execution, 40% at completion of installation and the balance at completion of the display and re-installation of the year-round lights.

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

3.4 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

3.5 Severability. If any portion of this Amendment No. 2 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
[Signatures on Next Page]
Elizabeth Wagner Hull (Feb 19, 2026 10:29:52 PST)
Elizabeth Wagner Hull
Chris Huot (Mar 4, 2026 09:53:35 PST)
Mar 4, 2026
Grand Total Watts Amps
LACLI Item Description Material Item QTY Cost Total Watts Amps Decorated
LACLI#
include the rooftop ar
Item Description Item QTY Materia Cost Total
-3 Warm
Watra Amps
White Bulbs, 3 Red Bulbs Repe
LACLI# Item deserintkos Item QTY Material laterial Total Watts Amps Cover the Rooftop in
Amber & Pure White)
LACLI# Item
Area
LACLI
Heritage
Small Multi Branch Tree
$4,278.00
Cost Total Watts Amps
Area 4-Decorated areas include the top of both entry m ents located on 12th Street.

Descript
Meteor Tube Lights Spanning Between
Item QTY
Warm White Bulbs, 11 Red Bulbs Repeating
Material Description Item QTY Strand Cost Strands Total/ Hallow Watts Amps QTY Drip Tube Trunk Wrap Total QTY Total QTY Total Flood Light QTY Total Soberes 20 (24" 8 36") Only Wrap 90% of Branches $23.00 $14,950.00 3120 28
Wrap 35' to 45 High - See Renderings $ 500.00 $0.00 $ 500.00 50.00 $ 500.00 $0.00

EXHIBIT A
24 Exhibit “C”
Contractor Letter Dated June 11, 2026

25 Exhibit “D”
Santa Fe Springs Winter Wonderland 2026
P R E S E N T E D B Y :

L A C H R I S T M A L I G H T I N S T A L L E R S . C O M 3 1 0 . 9 1 6 . 6 0 6 9

SANTA FE SPRINGS
W I N T E R W O N D E R L A N D 2 0 2 6
To Whoom It May Concern,
Thank you for giving us the opportuinity to present our services to the city of Santa Fe Springs. Los Angeles Christms Light Installers provides high quailty, one of a kind Holiday lighting and decor installations. We have a solid reputation and extensive experience, we proudly collaborate with many municipalities among our diverse list of commercial clients. Our commitment is to deliver:

Highly skilled and trained technicians to ensure meticulous installation.

Exceptional communication and customer service, prioritizing client satisfaction.

Expertise in executing large-scale installations with precision.

Below is our proposal for an extensive holiday lighting program designed to transform Heritage Park into a true winter wonderland. To our knowledge, there is currently no installation of this scale and quality anywhere in Southern California. Should the City choose to move forward with this proposal in its entirety, Santa Fe Springs will become a premier holiday destination and a must-see experience during the holiday season.

The renderings included throughout this presentation were generated using AI tools and may appear more refined or idealized than the final installation. Their purpose is to provide a general vision of the overall design and atmosphere we aim to create.

The color schemes shown are not fixed; rather, they are intended to showcase a vibrant and engaging concept. Should the City choose to move forward, we will collaborate closely with City staff to develop a customized theme and color palette that reflects and enhances the City’s identity and values.

Thank you,
Brad Sweezy
Co-Owner
310.916.6069 / 310.844.4256
[email protected]
LAChristmasLightInstallers.com
Element Maps
Element Maps
Element Maps
Element Maps
Element Maps
Element Maps
TRAIN

STATION
T R E E S 1 . 1 - 1 . 1 1

ENTRANCE
TWO
BARN &

SURROUNDING
TREES

CAFE AND
PATIO

HOGWARTS

SOUTH PATHWAY NEXT TO PARKING LOT

COURTYARD
GARDEN

ENTRANCE ONE

AND WINDMILL

NORTH EAST

END OF PARK

NORTH EAST

END OF PARK

ENTRANCE ONE

AND WINDMILL

PHOTO OPS

E X A M P L E S
Los Angeles Christmas Light Installers INC
Contact Location
Total* $222,778.70
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes 13770 Prairie Avenue
Hawthorne, CA 90250
(310)-916-6069
[email protected]
Gus Hernandez Heritage Park - City of Santa Fe Springs Subtotal $222,778.70 310.995.6440 12100 Mora Dr.
[email protected] Santa Fe Springs, CA 90670

1.1 Red Train Car RGB Pro Bar Wall Washer -
18 Large LED
TBD $455.92 1 $455.92 3 RGB Lighting - 30,000 Color Options - one side only mural side clock other side

1.2 Engine's Black Coal Car Wall of Light TBD $38.04 70 $2,662.54 1 Both sides of coal car

1.3 Train Engine Wall of Light TBD $38.04 150 $5,705.44 1 Both sides of train engine car

1.4 Train Car W/ Mural RGB Pro Bar Wall Washer -
18 Large LED
TBD $455.92 1 $455.92 3 One side - Mural side only, red car blocks other side

1.5 Train Depot Building
Garland 10' Section -
Mountain Pine - Decorated -
Lit
TBD $380.36 12 $4,564.35 1 Garland attached to the edge of the roofline, 360 degrees surrounding the building.

1.6 Train Section House
Garland 10' Section -
Mountain Pine - Decorated -
Lit
TBD $380.36 6 $2,282.18 1 Garland attached to the edge of the roofline, 360 degrees surrounding the building.

1.7 Train Third Building
Garland 10' Section -
Mountain Pine - Decorated -
Lit
TBD $380.36 8 $3,042.90 1 Garland attached to the edge of the roofline, 360 degrees surrounding the building.

1.8 Multi Branch Tree at Entrance of Train
Station
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 35 $887.51 1 90% of branches wrap

1.9 Multi Branch Tree at Entrance of Train
Station
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 40 $1,014.30 1 90% of branches wrap

1.10 Multi Branch Tree at Entrance of Train
Station
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 50 $1,267.88 1 90% of branches wrap
TOTALS
Zone #1 - Train Station
Discount $0.00
*Additional 3% Fee for Payments via Credit/Debit Card*
$1,367.75
$2,662.54
$5,705.44
$1,367.75
$4,564.35
$2,282.18
$3,042.90
$887.51
$1,014.30
$1,267.88

1.11 - 1.17 Exterior Multi Branches Back Side of Train
Station
Trunk & Branch Wrap -
Standard String Light TBD $25.36 35 $887.51 (7) Trees wrapped to 20' high. $6,212.57 for all 7trees

2.1 Sign - Illuminate the letters "Heritage Park" C7 Perimeter Roofline TBD $7.28 60 $436.59 1 Turn the Letters in the Marquee Letters

2.1 Under the Sign
Garland 10' Section -
Mountain Pine - Decorated -
Lit
TBD $380.36 3 $1,141.09 1 Outline the Entrance sign

2.2 - 2.3 Multi Branch Trees Both Sides of the
Entrance
Trunk & Branch Wrap -
Standard String Light TBD $25.36 70 $1,775.03 2 90% of Tree Wrapped

2.4 Multi Branch Trees Around Perimeter of
Park/Ice Rink Area
Trunk & Branch Wrap -
Standard String Light TBD $25.36 35 $887.51 12 $10,650.12 for wrapping every other (12) treearound ice rink perimeter

3.1 - 3.12 Crape Myrtles by Entrance Two Trunk & Branch Wrap - Standard String Light TBD $25.36 35 $887.51 12
(8) Down Main Walkway
(1) To The Right of Last Tree at End of Walkway
(3) By Admin Building

3.1 - 3.12 Crape Myrtles by Entrance Two Hanging - Drip Tube 12" TBD $38.04 15 $570.54 8 (8) Down Main Walkway
Drip Tubes Only in the Crape Myrtles Lining the
Path Way

4.1 North Side of Barn Wall of Light Wall of Light TBD $38.04 340 $12,932.33

4.1 East Side of Barn Wall of Light Wall of Light TBD $38.04 370 $14,073.41

4.1 South Side of Barn Wall of Light Wall of Light TBD $38.04 125 $4,754.53 Section Total $24,162.59
Zone #2 - Entrance Two
Section Total $5,127.73
Zone #3 - Crape Myrtles by Entrance Two
Section Total $15,214.50
Zone #4 - Barn
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes $436.59
$1,141.09
$3,550.05
$10,650.15
$4,564.35
$0.00
$0.00
$0.00

4.1 North Side of Barn RGB Pro Bar Wall Washer -
18 Large LED
TBD $455.92 8 $3,647.34 1

4.1 East Side of Barn RGB Pro Bar Wall Washer -
18 Large LED
TBD $455.92 9 $4,103.26 1

4.1 South Side of Barn RGB Pro Bar Wall Washer -
18 Large LED
TBD $455.92 3 $1,367.75 1

4.1 Three Side of the Bard C9 Perimeter Roofline -
Unwalkable - Ladder Only
TBD $12.79 250 $3,197.25 0 Lift Needed

5.1 Large Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 50 $1,267.88 1

5.1 Large Tree Hanging - Hollow Sphere 20" TBD $103.42 20 $2,068.34 1

5.2 - 5.5 Small Crape Myrtles
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 20 $507.15 4

5.2 - 5.5 Small Crape Myrtles 16" Starlight Burst TBD $48.90 6 $293.42 4

5.6 Patio Awning $0.00 1 $0.00 1

6.1 - 6.5 Multi Branch Trees
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 40 $1,014.30 5

6.1 - 6.5 Multi Branch Trees Hanging - Solid Sphere 7.5" TBD $88.03 10 $880.27 5

6.6 - 6.9 Surrounding Trees Non-Mounted - 3 Bulb
Uplight
TBD $163.01 4 $652.05 4

6.10 Multi Branch Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 135 $3,423.26 1
Wall Wash
Wall Wash
Wall Wash
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes $3,647.34
$4,103.26
$1,367.75
$0.00
$1,267.88
$2,068.34
$2,028.60
$1,173.69
$0.00
$5,071.50
$4,401.34
$2,608.20
$3,423.26
Section Total $9,118.35
Zone #5 - Cafe Patio
Section Total $6,538.51
Zone #6 - Picnic Patio

6.11 Multi Branch Tree Trunk & Branch Wrap -
Standard String Light TBD $25.36 80 $2,028.60 1

7.1 Fireplace 48" Wreath - Mountain Pine -
Decorated - Lit TBD $597.71 1 $597.71 1 Hung above the fireplace

7.1 Fireplace
Garland 10' Section -
Mountain Pine - Decorated -
Lit
TBD $380.36 2 $760.73 1 Hung around the mantle and down the fireplace opening

7.2 Dirt Area Around Fireplace Grapevine Deer 75″ Brown $898.16 3 $2,694.48 1

7.2 Dirt Area Around Fireplace Grapevine Deer 75″ Long
Body Brown $1,336.00 4 $5,344.00 1

7.2 Dirt Area Around Fireplace Grapevine Deer Long Body Grazing Brown $1,336.00 3 $4,008.00 1

7.2 Illumination of Antlers Trunk & Branch Wrap -
Champagne Lights TBD $32.55 2 $65.10 10 Warm White, Amber and Pure White Strobe

7.2 Illumination of Deer Non-Mounted - 3 Bulb
Uplight TBD $163.01 2 $326.03 10

8.1 - 8.8 Hanging Pendants in All Trees along the
Path Pendant (120V) - QTY 100+ TBD $34.24 350 $11,984.00 1 Pendant hung and varying heights, creating a
hogwart floating candle affect. - Not warm white,
variety of colors like blue, purple, pink and green.

8.1 - 8.8 Hanging Light Drops in All Trees along the
Path Light Drop 17' - QTY 100+ TBD $34.24 350 $11,984.00 0 Weeping Willow affect

8.1 - 8.8 All Trees along the Path Trunk & Branch Wrap - Standard String Light TBD $25.36 25 $633.94 0 (8) Trees - Basic Wrap of Trunk - 15' high $2,028.60
$597.71
$760.73
$2,694.48
$5,344.00
$4,008.00
$651.00
$3,260.25
$11,984.00
$0.00
$0.00
Section Total $17,532.90
Zone #7 - Fireplace Monument
Section Total $17,316.17
Zone #8 - Weeping Willow Lane
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Grapevine Deer 75"
Grapevine Deer 75" Long Body
Grapevine Deer Long Body Grazing
Section Total $11,984.00
Zone # 9 - Weeping Willow Garden
Section Total $26,212.37
Zone #10 - Candy Cane Corner
Section Total $9,255.49
Zone #11 - Corner Overhang
Section Total $3,322.20
Zone #12 - Citrus Grove
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes

9.1 Large Tree Just Outside of Garden Light Drop 17' - QTY 100+ TBD $34.24 350 $11,984.00 1

9.2 Large Tree Inside of Garden Light Drop 17' - QTY 100+ TBD $34.24 150 $5,136.00 1

9.3 - 9.6 Cypress Trees Canopy Wrap - C7 Bulbs TBD $3.81 170 $647.50 4

9.7 Small Citrus Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 10 $253.58 1

9.8 Surrounding Hedge
Bush / Hedge - Standard
String Light
TBD $25.00 250 $6,248.81 1 Inside Only

10.1, 10.3 - 10.8 Multi Branch Trees
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 35 $887.51 7

10.2 Large Multi Branch Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 120 $3,042.90 1

11.1 - 11.2 Multi Branch Trees Hanging - Solid Sphere 6" TBD $47.46 35 $1,661.10 2

12.1 - 12.18 Citrus Trees in Grove Canopy Wrap - C7 Bulbs $3.81 100 $380.88 18

12.1 - 12.18 Citrus Trees in Grove
Trunk & Branch Wrap -
Standard String Light
$25.36 5 $126.79 18
$11,984.00
$5,136.00
$2,589.98
$253.58
$6,248.81
$6,212.59
$3,042.90
$3,322.20
$6,855.84
$2,282.18
Section Total $9,138.02
Zone #13 - Green House Trees - Color Changing
Section Total $16,580.00
Zone #14 - Trees Behind Windmill
Section Total $5,071.50
Zone #15 - Windmill
Section Total $3,580.92
Zone #16 - Front of Windmill Trees
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes

13.1 Tree In Front of Green House KOS String Light RGB $39.50 90 $3,555.00 1 Color changing

13.1 Tree In Front of Green House
Power/Control Modules for
KOS 138 RGB $450.00 2 $900.00 1

13.2 Tree In Front of Green House KOS String Light RGB $39.50 90 $3,555.00 1 Color changing

13.2 Tree In Front of Green House
Power/Control Modules for
KOS 138 RGB $450.00 2 $900.00 1

13.3 Tree In Front of Green House KOS String Light RGB $39.50 160 $6,320.00 1 Color changing

13.3 Tree In Front of Green House
Power/Control Modules for
KOS 138 RGB $450.00 3 $1,350.00 1

14.1 - 14.10 Tree Behind Windmill
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 20 $507.15 10
Simple Branch Wrap, trunks and some branches -
15' high

15.1 Windmill Upper and Lower Rooflines C9 Perimeter Roofline - Unwalkable - Ladder Only
TBD $12.79 280 $3,580.92 1 Lift Needed

16.1 Multi Branch Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 65 $1,648.24 1

16.2 Multi Branch Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 40 $1,014.30 1
$3,555.00
$900.00
$3,555.00
$900.00
$6,320.00
$1,350.00
$5,071.50
$3,580.92
$1,648.24
$1,014.30

16.3 Crape Myrtle
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 60 $1,521.45 1

16.4 Crape Myrtle
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 30 $760.73 1

16.5 Crape Myrtle
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 65 $1,648.24 1

17.1 - 17.5 Crape Myrtles
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 50 $1,267.88 5

18.1 Multi Branch Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 80 $2,028.60 1 Wrap 30 Feet High, 70% of Branches

18.2 Multi Branch Tree
Trunk & Branch Wrap -
Standard String Light
TBD $25.36 105 $2,662.54 1
Estimated Photo Op Budget $25,000.00 1 $25,000.00 1 Two or Three Small Photo Op or One Large One Specialty Lifts Will be Bill to Client -
Anything over 45' or Narrow Based Lifts
$0.00 1 $0.00 1
$1,521.45
$760.73
$1,648.24
$6,339.38
$2,028.60
$2,662.54
$25,000.00
$0.00
Section Total $6,592.95
Zone #17 - Main Entrance
Section Total $6,339.38
Zone #18 - Southern Walkway
Section Total $4,691.14
Photo Op
Section Total $25,000.00
Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes Map Key Location/Item Installation Color Unit Qty Item Item Qty Total Notes 26 Exhibit “E”
Holiday/Event Lighting Terms and Conditions
Holiday/Event Lighting Terms and Conditions

1. Los Angeles Christmas Light Installers’ (LACLI) service includes all necessary items related to the Scope of Work. All the lights, decor items, and installation materials are the sole property of LACLI and will remain the property throughout, and after completion, of the service. The customer can purchase permanent installation items. These items will be sold to the customer before the installation occurs. LACLI will not remove permanent installation items, or store them for the customer. LACLI provides all labor for the installation, removal, and maintenance as included in the overall service.

2. PAYMENT TERMS
a. Invoices of $1 to $15,000
i. 50% NON-REFUNDABLE deposit is required to schedule installation appointment
ii. 50% balance due within 15 CALENDAR DAYS after completion of installation
b. Invoices of $15,001 and greater
i. 30% NON-REFUNDABLE deposit is required to schedule installation appointment
ii. 50% due within 15 CALENDAR DAYS after completion of installation iii. 20% balance due within 15 CALENDAR days after completion of removal c. Credit Card Fee
i. Payment via Credit Card will incur a 3% to 3.5% processing fee

3. CANCELLATION POLICY
a. Deposits will only be refunded if installation appointment is canceled within 24 hours of receipt of deposit and/or booking confirmation b. Installation appointments or installation items canceled less than 72 hours before the installation appointment will incur an additional charge of 25% of the total invoice
c. Installation items requiring special order products will not be refunded if canceled. LACLI will disclose any items requiring special order products d. Installation items cannot be canceled if the total invoice after canceled items falls below our minimum installation of $2,000

4. LATE PAYMENT POLICY
a. A payment is considered late (1) BUSINESS DAY past the due date listed on provided invoice
b. Late Payment Fee
i. 1 to 7 CALENDAR DAYS past due date - $50
ii. More than 7 CALENDAR DAYS past due date - 10% of total invoice

5. MAINTENANCE PROGRAM
a. LACLI will attend to APPROVED maintenance items at no extra charge within 24 hours of claim submission. NON-APPROVED maintenance items will be billed at a rate of $250 base PLUS $60 per hour for time spent on site. i. APPROVED MAINTENANCE REQUESTS include issues related to the following

1. Weather related (wind, rain, etc)

2. Improper installation

3. Non-working bulb(s) or strand(s)

4. GFCI Trips
ii. NON-APPROVED MAINTENANCE REQUESTS include (but are not limited to)

1. Stolen LACLI property (lights, decor, etc)

2. Lights or decor damaged by animals such as squirrels and rats

3. Damage caused by client, family member, guest, employee etc.

4. Non-working outlets (CLIENT IS RESPONSIBLE FOR

PROVIDING WORKING ELECTRICAL INFRASTRUCTURE)

5. Cords from strands and/or power lines being cut/damaged by tree trimming or other yard work

6. Damage caused by other vendors hired by client

7. Damage or electrical issues caused by CLIENT ADDING
POWERED ELEMENTS TO INSTALLATION without prior
consultation/agreement with LACLI
iii. It is the responsibility of the customer to inform other service providers working around the lights and decor of its existence. As listed above, damage caused by other vendors/service providers is not covered in our maintenance program

6. Stolen or damaged installation items (lighting and decor) will be billed to the customer on final balance invoice

7. ELECTRICAL
a. LACLI is responsible for all power cords and lights and responsible for providing them in good working order.
b. The client is responsible for providing at least one working outlet capable of supporting the installation, as well as everything “behind” the outlet (wiring, circuit panels, etc.)
c. LACLI makes no representations, now or in the future, that a customer's power supply is viable and will support the holiday lighting and decor. d. LACLI takes all precautions to suit customer’s installation to customer’s electrical availability.
e. LACLI assumes NO RESPONSIBILITY for the amount of electricity that is consumed by the lighting and decor items. The customer is responsible for payment of all electric bills. The customer is responsible for ANY ELECTRICAL PROBLEMS such as blown or overloaded circuits outside of gross negligence on the part of LACLI

8. Certain lighting and decor items require the use of anchors, hooks, and/or screws. Use of these items will only be done with prior customer approval and LACLI takes precautions to negate and/or minimize any damage resulting from the use of above listed products. Customer acknowledges the risks associated with these installation methods outside of negligent installation/removal by LACLI.

9. Our general installation practices include the use of certain materials that may leave residue. LACLI takes all precautions to negate and/or minimize any damage. Customer acknowledges the risks associated with these installation methods outside of negligent installation/removal by LACLI. More information regarding these materials is below a. Gorilla Tape - Used to secure cords crossing over walkways. May leave limited adhesive residue
b. Coaxial Staples (Tack) - Used to secure string light strands to trees. These are non-conductive and used as sparingly as possible
c. Hot Glue - Used to hide power cords by securing them along the edges of a surface. May peel paint or material upon removal. Removed with a heat gun if necessary.

10. Customer acknowledges LACLI installation staff may lightly trim small branches during installation of lights in/on trees for the purpose of safety and/or visibility of installed product(s). This will be discussed beforehand and implemented with consideration to the health and longevity of the tree

11. LACLI will not walk on clay shingle roofs without prior approval from the customer.

Options and limitations regarding clay shingle roofs will be discussed with the customer prior to installation agreement. Customers giving approval for LACLI installation staff to walk on clay shingle roofs acknowledge inadvertent damage may occur to the clay shingles. LACLI takes all necessary precautions to avoid such damage

12. LACLI will repair, or provide monetary compensation, for any negligent damage done to customer’s property during the installation or removal of the lighting and decor items.

LACLI DOES NOT ASSUME RESPONSIBILITY for damage stemming from worn/and or neglected items on customer’s property. LACLI will communicate any installation or removal concerns relating to customers property before service occurs.

13. The California Business Professional Code 7045 States, “ A contractor license DOES NOT APPLY to the rental, sale, or installation of any finished products, materials, or articles of merchandise that do not become a fixed part of the structure”

14. LACLI has the permission of the property owner to take photos of the holiday lighting and/or decor installation on the customer’s property. Furthermore, LACLI can use these photos on their website and social media pages. LACLI will not include any information informing the identity or address of the customer

15. This agreement references the following agreement and amendments with the city of El Paso De Robles: DPW Project No.23-15, Amendment 1, and Amendment 2.

16. NOTE: THESE DATES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE SUBJECT TO CHANGE. We are not currently able to provide a detailed installation and removal schedule. Once the agreement and list of items to be installed have been finalized, LACLI will work with city personnel to determine exact schedules for installation, activation and removal. General dates included below - Installation Phase 1: 09/28/26 to 10/09/26
- Installation Phase 2: 11/09/26 to 11/13/26
- Operational Dates: 11/16/26 to 01/11/27
- Removal: 01/18/27 to 01/22/27

PRINT NAME SIGNATURE DATE
____________________________________________________________________________

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Cuong Nguyen, Director Community Development
SUBJECT:

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

ESTABLISHING A PERMIT-PARKING ZONE ON A SPECIFIED BLOCK OF LAKELAND ROAD DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Adopt Resolution No. 10028 and,

2. Authorize the City Manager, or designee, to take all actions necessary to implement the permit-parking zone, including installation of signage and administration of the permit program.

3. Take such additional, related, action that may be desirable.

FISCAL IMPACT
Establishment of the permit-parking zone will require limited one-time costs for the fabrication and installation of regulatory signage at the designated block of Lakeland Road. These costs are estimated to be minor and can be absorbed within the Public Works Department’s adopted Fiscal Year 2026–27 operating budget for traffic signage and striping; no additional appropriation is requested at this time.

BACKGROUND
The City Traffic Engineer is appointed by the City Manager pursuant to Section 70.30 of Title VII (Traffic Code) of the Santa Fe Springs Municipal Code, consistent with California Business and Professions Code Sections 6704 and 6732. California Vehicle Code Section 22507 authorizes cities to restrict or limit parking on public streets and to designate preferential parking privileges for residents and their guests. Section 72.21 of the Traffic Code further authorizes the City to restrict parking during specified hours and days in designated areas where appropriate signage provides notice of the restriction.

A development project is under construction on the 13300 block of Lakeland Road. The City Council has determined that construction of this project will directly impact off-street parking available to residents of the Lakeland Manor Apartments, located at 13331 Lakeland Road (Assessor Parcel No. 8011-011-033). To protect the health, safety, and welfare of these residents during construction, and upon the recommendation of the City Traffic Engineer, staff initiated the process to establish a permit-parking zone on the affected block.

ANALYSIS
Staff finds that the proposed permit-parking zone is an appropriate and proportionate response to the anticipated parking impacts of construction activity on the 13300 block of Lakeland Road. The Lakeland Manor Apartments rely on the affected segment of street parking to supplement limited off-street parking, and the nearby development project is expected to reduce the availability of that on-street parking during construction.

Establishing a permit-parking zone preserves access to street parking for residents and their guests while the impact persists.

The Resolution’s structure builds in several safeguards that support a balanced outcome: enforcement may not begin until proper signage has been installed and a minimum notice period has passed; vehicles displaying valid disabled placards remain exempt; existing curb-marking restrictions remain unaffected; and the Traffic Engineer retains authority to terminate the zone administratively once it is no longer needed, avoiding an indefinite restriction beyond the underlying impact. Delegating administrative details — such as permit eligibility, fees, and issuance procedures — to the Director of Police and Community Services allows the program to be implemented and adjusted efficiently without the need for repeated Council action, while the core policy decision to establish the zone remains with the Council.

ENVIRONMENTAL
The action contemplated by this Resolution is categorically exempt from the California Environmental Quality Act (CEQA) under the CEQA Guidelines, including:

Section 15301 (Existing Facilities), because the action involves an existing street and does not affect any scenic resource; and
Section 15061(b)(3) (the “general rule” or “common sense” exemption), because there is no possibility that establishing a permit-parking zone on an existing residential street may have a significant effect on the environment.

No further environmental review is required for adoption of this Resolution.

DISCUSSION
The attached Resolution would establish a permit-parking zone on the north side of Lakeland Road, between Carmenita Road and Laurel Avenue, for the benefit of residents of the Lakeland Manor Apartments. Key provisions of the proposed permit-parking zone include the following:

Administration. The Director of Police and Community Services or designee is authorized to establish rules, guidelines, and procedures consistent with the Resolution, including eligibility criteria for permits and guest permits, issuance of permit stickers or placards, associated processing fees, and enforcement procedures.

Disabled Parking Protection. The permit-parking restrictions will not apply to vehicles displaying a valid Stateissued disabled person placard or special license plate, consistent with State law.

Curb Markings. The permit-parking zone will not override or supersede any existing parking regulations established through painted curb markings under Vehicle Code Section 21458.

Notice and Enforcement Timing. Consistent with Vehicle Code Section 22507 and the California Manual on Uniform Traffic Control Devices, enforcement of the permit-parking zone will not begin until at least 36 hours after installation of conspicuous signage giving adequate notice of the restriction.

Sunset Provision. The City Traffic Engineer is authorized to discontinue the permit-parking zone, without further Council action, upon a determination that it is no longer necessary, with notice provided to all permit holders at that time.

This approach is consistent with permit-parking zones established by the City in similar circumstances and follows the standard process set out in the Traffic Code for evaluating and implementing such restrictions in response to a demonstrated parking impact.

SUMMARY/NEXT STEPS
This item requests that the City Council adopt a Resolution establishing a permit-parking zone on the north side of Lakeland Road, between Carmenita Road and Laurel Avenue, to protect parking availability for residents of the Lakeland Manor Apartments during and after construction of a nearby development project. The proposal follows a public hearing process, is categorically exempt from CEQA, and has minimal fiscal impact on the City.

If adopted, the next steps include:
a. The Director of Police and Community Services or designee will establish administrative rules, fees, and procedures for the permit program;
b. City staff will install conspicuous signage notifying the public of the permit-parking restriction; c. Enforcement of the permit-parking zone will begin no sooner than 36 hours after signage installation; and d. The City Clerk will certify adoption of the Resolution, which is effective immediately upon adoption.

ATTACHMENT:

A. - Resolution No. 10028 - Street Parking Zone
Attachments
Attachment A - Resolution No. 10028 - Street Parking Zone APPROVED:

ITEM NO.:

RESOLUTION NO. 10028

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

CALIFORNIA, ESTABLISHING A PERMIT-PARKING ZONE ON A SPECIFIED BLOCK

OF LAKELAND ROAD
WHEREAS, pursuant to Section 70.30 of Title VII (Traffic Code) of the Code of Santa Fe Springs, the City Manager has appointed the Assistant Director of Public Works/City Engineer to serve as the office of City Traffic Engineer under California Business & Professions Code sections 6704 and 6732.

WHEREAS, California Vehicle Code Section 22507 gives cities the power to restrict parking, including designating “preferential parking privileges … to residents … for their use and the use of their guests.”
WHEREAS, under Section 72.21 and other provisions of the Traffic Code, the City may restrict parking during certain hours and days in designated areas where appropriate signs give notice of such restrictions.

WHEREAS, the City Council finds that the construction of a development project on the 13300 block of Lakeland Road will directly impact off-street parking for the residents of the Lakeland Manor Apartments, 13331 Lakeland Road, identified as Assessor Parcel No. 8011-011-033. Upon recommendation of the City Traffic Engineer and to protect the health, safety and welfare of these residents, the City Council desires to establish a permit-parking zone.

WHEREAS, the City held a public hearing to afford residents and property owners and the community the opportunity to provide comments on the proposed permit-parking zone.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Santa Fe Springs does hereby resolve as follows:

Section 1. That the above recitals are true and correct and are incorporated.

Section 2. A permit-parking zone is hereby designated for street parking on the north side of Lakeland Road, on a portion of the block between Carmenita Road and Laurel Avenue, for the benefit of the residents of the Lakeland Manor Apartments, in accordance with the following provisions:

A. The Director of Police and Community Services or designee may promulgate rules, guidelines, and procedures that are consistent with the purpose of this Resolution, including, without limitation: (i) determine the precise length of the permit-parking zone and the limitations and restrictions that apply to parking thereon; (ii) determine eligibility to receive permits and guest permits; (iii) issue permit stickers or placards and establish fees to cover the cost of processing applications and issuing permits; and (iv) enforcement and citations for APPROVED:

ITEM NO.:
2 violations.

B. The permit-parking zone restrictions shall not apply to vehicles that display a valid State-issued special license plate or distinguishing placard for disabled persons.

C. The permit-parking zone shall not supersede or override any parking regulations indicated by painted curbs in accordance with Vehicle Code section 21458.

D. The permit-parking zone shall be enforced no sooner than 36 hours after the installation of conspicuous street “signs or markings giving adequate notice,” in accordance with Vehicle Code section 22507 and the California Manual on Uniform Traffic Control Devices.

E. The Traffic Engineer is hereby authorized, without further action by the City Council, to discontinue and terminate this permit-parking zone based on evidence that it is no longer necessary. The Traffic Engineer shall give notice of the termination to any holders of valid permit-parking permits.

Section 3. CEQA. The action set forth in this Resolution is categorically exempt from the California Environmental Quality Act (“CEQA”) under the following provisions of the CEQA Guidelines: Section 15301 because it involves existing streets without scenic value; and Section 15061(b)(3), the “general rule” or “common sense” exemption, because there is no possibility that it may have a significant effect upon the environment.

Section 4. The City Manager or designee is authorized to execute any related documents and take such further action consistent with and as needed to implement this Resolution on behalf of the City.

Section 5. The City Clerk shall certify to the adoption of this Resolution. This Resolution is effective immediately.

APPROVED and ADOPTED this 7
th day of July 2026 by the following roll call
vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

ITEM NO.:
3 _____________________________
Joe Angel Zamora, Mayor
ATTEST:
_________________________
Maribel Garcia, City Clerk

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Cuong Nguyen, Director Community Development
SUBJECT:

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR BIG 4 GOVERNMENT

AND PUBLIC AFFAIRS CONSULTING SERVICES WITH ACTUM-E, LLC DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Authorize the City Manager to execute the First Amendment to the Agreement for Government and Public Affairs Consulting Services, in substantially the form presented, subject to minor, non-substantive modifications, to extend the initial term through December 15, 2026, establish three (3) optional one-year extensions, and increase the aggregate not-to-exceed amount from Fifty Thousand Dollars ($50,000) to Three Hundred Thousand Dollars ($300,000); and

2. Authorize the City Manager to execute any related documents and take any additional actions necessary to implement the First Amendment.

FISCAL IMPACT
Actum-E, LLC’s total monthly retainer for Big 4 regional advocacy efforts is Twenty-Five Thousand Dollars ($25,000) per month, split among the four participating cities. Santa Fe Springs’ share of the monthly retainer is Six Thousand Two Hundred Fifty Dollars ($6,250) per month.

Approval of the First Amendment would establish an annual not-to-exceed amount of Seventy-Five Thousand Dollars ($75,000) for the initial term and each optional extension term, with an aggregate not-to-exceed amount of Three Hundred Thousand Dollars ($300,000) if all three extensions are exercised.

BACKGROUND
The City of Santa Fe Springs entered into a Professional Services Agreement with Actum-E, LLC, dated as of May 31, 2026, for government and public affairs consulting services. The Agreement was approved by the City Manager pursuant to the City Manager’s spending authority under Section 34.21(B) of the Santa Fe Springs Municipal Code.

Actum-E, LLC was retained to support regional advocacy efforts on behalf of industrial cities, including Santa Fe Springs. These efforts are intended to help educate state legislators, regulatory agencies, and other stakeholders regarding the unique role industrial cities play as job centers and economic engines, and to advocate for policy approaches that recognize the structural and economic differences between industrial cities and traditional population-based municipalities.

ANALYSIS
N/A

ENVIRONMENTAL
The proposed action is not subject to the California Environmental Quality Act (CEQA) because it is not a “project” as defined under CEQA Guidelines Section 15378.

DISCUSSION
The proposed First Amendment would extend the Agreement’s initial term through December 15, 2026, and authorize the City to exercise up to three (3) additional one-year extension terms. It would also establish an annual not-to-exceed amount of Seventy-Five Thousand Dollars ($75,000) for the initial term and each extension term, with total compensation not to exceed Three Hundred Thousand Dollars ($300,000) over the full potential term.

Because the aggregate compensation exceeds the City Manager’s spending authority, City Council approval is required.

The monthly compensation amount would remain Six Thousand Two Hundred Fifty Dollars ($6,250). Except for the revised term and compensation provisions, all other terms and conditions of the Agreement would remain unchanged.

SUMMARY/NEXT STEPS
Upon approval, the City Manager will execute the First Amendment, Actum-E, LLC will continue providing services through the initial term, and the City may exercise the optional extension terms as needed.

ATTACHMENT(S):

A. First Amendment to Professional Services Agreement with Actum-E, LLC B. Actum-E, LLC Agreement Professional Services Agreement Attachments
Attachment A - Actum Amendment No 1.pdf
Attachment B - Final Actum PSA - SFS Services.pdf
2026

FIRST AMENDMENT TO

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Government and Public Affairs Consulting Services) (Parties: Actum-E, LLC and City of Santa Fe Springs)
THIS FIRST AMENDMENT (hereinafter, “First Amendment”) to that certain Professional Services Agreement dated May 31, 2026, (hereinafter, the “Agreement”) by and between the City of Santa Fe Springs (hereinafter, “CITY”) and Actum-E, LLC. (“CONSULTANT”) is made and entered into this 7th day of July 2026 (hereinafter, “Effective Date”). For the purposes of this First Amendment, the capitalized term “Party” may refer to either CITY or CONSULTANT, interchangeably as appropriate, or collectively, as the “Parties.”

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, CITY and CONSULTANT entered into that certain Agreement to provide government and public affairs consulting services; and WHEREAS, the Agreement was approved by the City Manager pursuant to his authority under Section 34.21(B) of the Santa Fe Springs Municipal Code; and WHEREAS, CONSULTANT’s services are being utilized in connection with regional advocacy and public affairs efforts benefiting the “Big 4” cities, including the City of Santa Fe Springs; and
WHEREAS, the Agreement is attached and incorporated hereto as Exhibit “A” (“Entire Agreement”); and
WHEREAS, CITY desires to increase the not-to-exceed compensation amount under the Agreement to Three Hundred Thousand Dollars ($300,000) to allow CONSULTANT to continue providing services in support of these efforts; and WHEREAS, the execution of this Agreement was approved by the City Council at its Regular Meeting of July 7, 2026, under Agenda Item No. ______.

NOW, THEREFORE, for good and valuable consideration, which is hereby confirmed, the CITY and the CONSULTANT agree that the Agreement is and shall be amended as follows:

SECTION 1. The recitals set forth above are true, correct and are hereby incorporated by reference in full herein.

SECTION 2. Section 1.1 of the Agreement is hereby stricken in its entirety and replaced with the following:

1.1 TERM. This Agreement shall have a term commencing from the Effective Date through December 15, 29026 (hereinafter, the “Initial Term”). The Term may be extended for three (3) one-year periods at the option of the CITY (each, an “Extension Term”), provided that CITY’s option to extend the Term of the Agreement no less than thirty (30) days prior to the expiration of the then-current term. As used in this Agreement, the “Term” means the Initial Term rother with any Extension Term(s) exercised by the CITY pursuant to this Section. Nothing in this Section shall operate or to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below.

SECTION 2. Section 1.4 of the Agreement is hereby stricken in its entirety and replaced with the following:

1.4 COMPENSATION: CONSULTANT shall perform the Services in accordance with page twelve (12) of the CONSULTANT Proposal, which is attached and incorporated hereto as Exhibit “A”, for payment by CITY in an amount not to exceed Six Thousand Two Hundred Fifty Dollars ($6,250) per month. The foregoing notwithstanding, CONSULTANT’s annual compensation for the performance of all Services during the Initial Term or during any individual Extension Term shall not exceed Seventy-Five Thousand Dollars ($75,000) for each such Term (the "Annual Not-to-Exceed Amount"), unless such additional expenditure is first approved by the City Council.. In no event shall CONSULTANT's total compensation under this Agreement, including the Initial Term and all Extension Terms exercised by the CITY, exceed the aggregate sum of Three Hundred Thousand Dollars ($300,000) (the "Aggregate Not-to-Exceed Amount"), unless approved by the City Council through a written amendment to this Agreement. In the event CONSULTANT’s charges are projected to exceed the aggregate Not-to-Exceed-Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the aggregate Not-to-Exceed Sum or any other City approved amendment to the compensation terms of this Agreement.

SECTION 3. Except as amended herein, all terms, conditions, and provisions of the Agreement, as amended, shall remain in binding, controlling and in full force and effect. The provisions of this First Amendment shall be deemed a part of the Agreement, as amended. Except as otherwise provided under this First Amendment, the Agreement, as amended, and all provisions contained herein, shall remain binding and enforceable.

In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall govern and control, but only so far as such provisions conflict with the Agreement, as amended, and no further.

SECTION 4. The persons executing this First Amendment on behalf of the Parties warrant and represent that they have the authority to execute this First Amendment on behalf of said Parties and have the authority to bind the Parties to the provisions of this First Amendment.

SECTION 5. The Parties acknowledge and agree that execution of the First Amendment by electronic signature or electronic transmittal of signatures shall have the same effect as handwritten signatures for the purposes of validity, enforceability, and admissibility.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties hereto have set their hand by their duly authorized representatives as of the day and year first above written.

CITY OF SANTA FE SPRINGS ACTUM-E, LLC
____________________________ ________________________________ Joe Angel Zamora, Mayor Kirill Goncharenko, Managing Partner Date: ______________________ Date: ___________________________ ____________________________
René Bobadilla, City Manager
Date: _________________________
ATTEST :
__________________________
Maribel Garcia, City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY

RICK OLIVAREZ
___________________________
Paloma McEvoy, Assistant City Attorney
Date: _________________________
1 2026

PROFESSIONAL SERVICES AGREEMENT
(Engagement: Government and Public Affairs Consulting Services) (Parties: Actum-E, LLC and City of Santa Fe Springs)
THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this ___________ day of May__________________ 2026 (hereinafter, the “Effective Date”), by and between the CITY OF SANTA FE SPRINGS, a municipal corporation (hereinafter, “CITY”) and ACTUM-E, LLC, a California limited liability company (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

RECITALS
WHEREAS, CITY requires government and public affairs professional consulting services; and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, this Agreement was approved by the City Manager pursuant to his authority under Section 34.21(B) of the Santa Fe Springs Municipal Code.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONSULTANT agree as follows:

ENGAGEMENT TERMS

1.1 TERM: This Agreement shall have a term commencing from the Effective Date through December 15, 2026 (hereinafter, the “Term”). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below. The Term may be extended for three (3) one-year periods at the option of the CITY, provided that CITY provides CONSULTANT with written notice of CITY’s intent to exercise CITY’s option to extend the Term of the Agreement no less than thirty (30) days prior to the expiration of the Term or any prior extension term. In the event CITY exercises its option to extend this Agreement, all terms, conditions, and provisions of this Agreement shall remain in effect and govern the duties, responsibilities, and liabilities of the parties hereto.

1.2 SCOPE OF SERVICES:

A. Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain proposal Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 31 2
of CONSULTANT entitled “Actum Industrial Cities Proposal” dated July 25, 2025 (hereinafter, the “CONSULTANT Proposal”) which is attached and incorporated hereto as Exhibit “A”. CONSULTANT further agrees to furnish to CITY all labor, materials, tools, supplies, equipment, services, tasks, and incidental and customary work necessary to competently perform and timely complete the services and tasks set forth in the Scope of Services. For the purposes of this Agreement the aforementioned services and tasks set forth in the Scope of Services shall hereinafter be referred to generally by the capitalized term “Services.”

1.3 PROSECUTION OF SERVICES:

A. CONSULTANT shall perform the Services contemplated under this Agreement on an on-call, as-needed basis. Nothing in this Agreement shall be construed to grant CONSULTANT the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONSULTANT to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Services in the manner described below and such Services is in fact performed and completed by CONSULTANT and accepted by CITY. CITY requests for the performance of specific services or tasks contemplated under this Agreement shall be made in the form of a written work order(s) issued by the City Representative (each such written request hereinafter referred to as a “Work Order”). Each Work Order shall include the following information:

1. A detailed description of the specific services or tasks requested;

2. The location of where the particular services or tasks are to be performed, if applicable;

3. A not-to-exceed budget for performing the services or tasks;

4. A timeline for completing the requested services or tasks;

5. Any other information CITY deems necessary and relevant to the requested services or tasks; and

6. The signature of the City Representative, confirming that the services or tasks have been authorized by the City Representative.

B. CONSULTANT shall not perform any of the Services contemplated under this Agreement without a written Work Order request from the City Representative, containing the information set forth in Section 1.3(A), above;
C. CONSULTANT shall perform all assigned Services continuously and with due diligence so as to complete all assigned Services by the completion date indicated in each Work Order. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents;
Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 3 D. CONSULTANT shall not claim or be entitled to receive any compensation or damage because of the failure of CONSULTANT, or its subconsultants, to have related services or tasks completed in a timely manner; E. CONSULTANT shall at all times enforce strict discipline and good order among CONSULTANT’s employees; and
F. CONSULTANT, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

1.4 COMPENSATION: CONSULTANT shall perform the Services in accordance with page twelve (12) of the CONSULTANT Proposal, which is attached and incorporated hereto as Exhibit “A”, for payment by CITY in an amount not to exceed Six Thousand Two Hundred Fifty Dollars ($6,250) per month. The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of Fifty Thousand Dollars ($50,000) (hereinafter, the “Not-toExceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City Council. In the event CONSULTANT’s charges are projected to exceed the aggregate Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the aggregate Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

1.5 PAYMENT OF COMPENSATION: Following the conclusion of each calendar month, CONSULTANT will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and any reimbursable out-ofpocket expenses incurred. If the amount of CONSULTANT’s monthly compensation is a function of hours worked by CONSULTANT’s personnel, the invoice should indicate the number of hours worked in the recently concluded calendar month, the person(s) responsible for performing the Services, the rate of compensation at which such services and tasks were performed, the subtotal for each task and service performed and a grand total for all services performed.

Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONSULTANT in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONSULTANT.

1.6 ACCOUNTING RECORDS: CONSULTANT will maintain complete and accurate records with respect to all matters covered under this Agreement for a period of three (3) years after the expiration or termination of this Agreement. CITY will have the right to access and examine such records, without charge, during normal business hours. CITY will further have the right to audit such records, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 4 1.7 ABANDONMENT BY CONSULTANT: In the event CONSULTANT ceases to perform the Services agreed to under this Agreement or otherwise abandons the undertaking contemplated herein prior to the expiration of this Agreement or prior to completion of any or all tasks set forth in the Scope of Services, CONSULTANT will deliver to CITY immediately and without delay, all materials, records, and other work product prepared or obtained by CONSULTANT in the performance of this Agreement. Furthermore, CONSULTANT will only be compensated for the reasonable value of the Services performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONSULTANT’s cessation or abandonment.

II.

PERFORMANCE OF AGREEMENT

2.1 CITY’S REPRESENTATIVE: The CITY hereby designates Rene Bobadilla (hereinafter, the “City Representative”) to act as its representative for the performance of this Agreement. The City Representative or the City Representative’s designee will act on behalf of the CITY for all purposes under this Agreement. CONSULTANT will not accept directions or orders from any person other than the City Representative or the City Representative’s designee.

2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Janet Fernandez to act as its representative for the performance of this Agreement (hereinafter, “Consultant Representative”). Consultant Representative will have full authority to represent and act on behalf of the CONSULTANT for all purposes under this Agreement. Consultant Representative or the Consultant Representative’s designee will supervise and direct the performance of the Services, using his/her best skill and attention, and will be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all Services under this Agreement. Notice to the Consultant Representative will constitute notice to CONSULTANT.

2.3 COORDINATION OF SERVICE; CONFORMANCE WITH REQUIREMENTS:

CONSULTANT agrees to work closely with CITY staff in the performance of the Services and this Agreement and will be available to CITY staff and the CITY Representative at all reasonable times. All work prepared by CONSULTANT will be subject to inspection and approval by City Representative or his or her designees.

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges, and agrees to the following:

A. CONSULTANT will perform all Services skillfully, consistent with and adhering to its professional standard of care, that is, the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality; B. CONSULTANT shall at all times employ such knowledge, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 5 within the time limits established, and as provided herein. It is understood and agreed that said knowledge, materials, and tools shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY’s authorized representative; C. CONSULTANT will perform all Services in a manner reasonably satisfactory to the CITY;
D. CONSULTANT will comply with all applicable federal, state, and local laws and regulations, including the conflict of interest provisions of Government Code §1090 and the Political Reform Act (Government Code §§81000 et seq.) CONSULTANT shall be liable for all violations of such laws and regulations in connection with CONSULTANT’s performance of the Services. If CONSULTANT performs any work knowing it to be contrary to such laws, rules and regulations, CONSULTANT shall be solely responsible for all costs arising therefrom;
E. CONSULTANT understands the nature and scope of the Services to be performed under this Agreement as well as any and all schedules of performance;
F. All of CONSULTANT’s employees and agents possess sufficient skill, knowledge, training, and experience to perform those services and tasks assigned to them by CONSULTANT; and
G. All of CONSULTANT’s employees and agents (including, but not limited to, subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications, and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications, and approvals will be maintained throughout the term of this Agreement and made available to CITY for copying and inspection.

The Parties acknowledge and agree that CONSULTANT will perform, at CONSULTANT’s own cost and expense and without any reimbursement from CITY, any services necessary to correct any errors or omissions caused by CONSULTANT’s failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONSULTANT’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONSULTANT to correct any errors or omissions will be commenced immediately upon their discovery by either Party and, notwithstanding Section 5.2(B), will be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and in her sole and absolute discretion. The Parties acknowledge and agree that CITY’s acceptance of any work performed by CONSULTANT or on CONSULTANT’s behalf will not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand, and agree that CITY has relied upon the foregoing representations of CONSULTANT, including but not limited to the representation that CONSULTANT possesses the skills, training, knowledge, and experience Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 6 necessary to perform the Services under the standard of care as articulated under section 2.4(A).

2.5 ASSIGNMENT: The skills, training, knowledge, and experience of CONSULTANT are material to CITY’s willingness to enter into this Agreement. Accordingly, CITY has an interest in the qualifications and capabilities of the person(s) who will perform the services and tasks to be undertaken by CONSULTANT or on behalf of CONSULTANT in the performance of this Agreement. In recognition of this interest, CONSULTANT agrees that it will not assign or transfer, either directly or indirectly or by operation of law, this Agreement, or the performance of any of CONSULTANT’s duties or obligations under this Agreement, without the prior written consent of the CITY. In the absence of CITY’s prior written consent, any attempted assignment or transfer will be ineffective, null and void and will constitute a material breach of this Agreement.

2.6 SUBSTITUTION OF KEY PERSONNEL: CONSULTANT has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONSULTANT may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONSULTANT cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONSULTANT at the request of the CITY. The key personnel for performance of this Agreement are as follows:

Duncan McFetridge, Partner; Janet Fernandez, Senior Vice President

2.7 CONTROL AND PAYMENT OF SUBORDINATES; INDEPENDENT
CONTRACTOR: The Services will be performed by CONSULTANT or under CONSULTANT’s strict supervision. CONSULTANT will determine the means, methods, and details of performing the Services subject to the requirements of this Agreement. CITY retains CONSULTANT on an independent contractor basis and not as an employee. CONSULTANT reserves the right to perform similar or different services for other principals during the term of this Agreement, provided such work does not unduly interfere with CONSULTANT’s competent and timely performance of the Services contemplated under this Agreement and provided the performance of such services does not result in the unauthorized disclosure of CITY’s confidential or proprietary information. Any additional personnel performing the Services under this Agreement on behalf of CONSULTANT are not employees of CITY and will at all times be under CONSULTANT’s exclusive direction and control. CONSULTANT will pay all wages, salaries and other amounts due such personnel and will assume responsibility for all benefits, payroll taxes, Social Security and Medicare payments and the like. CONSULTANT will be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation insurance and the like. Notwithstanding any other CITY, state, or federal policy, rule, Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 7 regulation, law, or ordinance to the contrary, CONSULTANT and any of its employees, agents, and subcontractors performing the Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits.

2.8 REMOVAL OF EMPLOYEES OR AGENTS: If any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants is determined by the City Representative to be uncooperative, incompetent, a threat to the adequate or timely performance of the tasks assigned to CONSULTANT, a threat to persons or property, or if any of CONSULTANT’s officers, employees, agents, contractors, subcontractors or subconsultants fail or refuse to perform the Services in a manner acceptable to the CITY, such officer, employee, agent, contractor, subcontractor or subconsultant will be promptly removed by CONSULTANT and will not be reassigned to perform any of the Services.

2.9 COMPLIANCE WITH LAWS: CONSULTANT will keep itself informed of and in compliance with all applicable federal, state, or local laws to the extent such laws control or otherwise govern the performance of the Services. CONSULTANT’s compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the U.S.

Department of Housing and Urbanization.

2.10 NON-DISCRIMINATION: CONSULTANT represents that it is an equal opportunity employer, and it shall not discriminate against any subconsultant, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination.

2.11 INDEPENDENT CONTRACTOR STATUS: The Parties acknowledge, understand, and agree that CONSULTANT and all persons retained or employed by CONSULTANT are, and will at all times remain, wholly independent contractors and are not officials, officers, employees, departments, or subdivisions of CITY.

CONSULTANT will be solely responsible for the negligent acts and/or omissions of its employees, agents, contractors, subcontractors and subconsultants.

CONSULTANT and all persons retained or employed by CONSULTANT will have no authority, express or implied, to bind CITY in any manner, nor to incur any obligation, debt, or liability of any kind on behalf of, or against, CITY, whether by contract or otherwise, unless such authority is expressly conferred to CONSULTANT under this Agreement or is otherwise expressly conferred by CITY in writing.

2.12 SUSPENSION AND DEBARMENT: CONSULTANT shall certify by signature that CONSULTANT and its principals, as defined in 49 CFR 29.995, and/or affiliates, as defined at 49 CFR 29.905, are not excluded, or disqualified, as defined at 49 Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 8 CFR 29.940 and 29.945. CONSULTANT may submit proof of non-debarment or suspension by providing a printout or screenshot from the U.S. Government’s official website (www.sam.gov) showing CONSULTANT and its principals are not debarred or suspended prior to the execution of this Agreement.

III.

INSURANCE

3.1 DUTY TO PROCURE AND MAINTAIN INSURANCE: Before performing any Services contemplated under this Agreement, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article. CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

A. Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

B. Automobile Liability Insurance: For any owned, non-owned, or hired vehicles used in connection with the performance of this Agreement, CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.

C. Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Services contemplated in this Agreement.

D. Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim.

E. Cyber Security: Cyber Security coverage to include technology/professional liability insurance, intellectual property infringement, and data protection liability insurance. CONSULTANT shall procure and maintain coverage for Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 9 cyber liabilities and financial loss resulting or arising from acts, errors, or omissions, in connection with data maintenance, hosting, software development and other information technology services provided under this agreement. Coverage shall include protection for liability arising from:
intellectual property infringement arising out of software and/or content (excluding patent infringement and misappropriation of trade secrets); breaches of security; violation or infringement of any right, privacy, breach of federal, state, or foreign security and/or privacy laws or regulations including; data theft, damage, destruction, or corruption, including without limitation, unauthorized access, unauthorized use, identity theft, theft of personally identifiable information or confidential corporate information, transmission of a computer virus or other type of malicious code; and participation in a denial of service attack on a third party. The minimum limits shall be three million dollars ($3,000,000) for each and every claim and in the aggregate.

3.2 ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers as additional insureds.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII. CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/ Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

3.4 PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers. Any insurance or self-insurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents, or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

3.5 WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents, and volunteers.

3.6 VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands, and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is a material consideration of this Agreement.

Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 10 Accordingly, CONSULTANT warrants, represents, and agrees that it will furnish CITY with certificates of insurance and endorsements evidencing the coverage required under this Article on ACORD-25 or forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf and will be on forms provided by the CITY if requested. Before performing any Services, CONSULTANT shall provide CITY with all certificates of insurance and endorsements referenced herein. Upon CITY’s written request, CONSULTANT will also provide CITY with copies of all required insurance policies and endorsements.

3.7 FAILURE TO MAINTAIN COVERAGE: In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONSULTANT or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.

3.8 SPECIAL RISKS OR CIRCUMSTANCES: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.

IV.

INDEMNIFICATION

4.1 CITY’s elected and appointed officials, officers, employees, agents, and volunteers (hereinafter, the “City Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the City Indemnitees with the fullest protection possible under the law.

CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein Notwithstanding the foregoing, to the extent CONSULTANT’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents, or volunteers.

4.2 To the fullest extent permitted by law, CONSULTANT shall indemnify, hold Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 11 harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

4.3 CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

4.4 The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.

4.5 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

CITY does not and shall not waive any rights that it may possess against CONSULTANT because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

4.6 This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 12 4.7 WORK OF ALL OTHER PERSONS/NON-DESIGN PROFESSIONALS: Except as otherwise provided under Section 4.2 of this Article, above, to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless 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 to the extent caused by CONSULTANT’s negligent performance under this Agreement, including but not limited to the negligent acts, errors or omissions of CONSULTANT or CONSULTANT’s officers, employees, agents, servants, contractors, subcontractors or subconsultants or the failure of the same to comply with any of the duties, obligations or standards of care set forth herein. The duty to indemnify, defend and hold harmless under this subsection shall not encompass a duty to indemnity, defend or hold harmless for liability, loss, suit, damage, expense, or cost caused by the negligence or willful misconduct of any or all of the CITY Indemnitees. The duty to indemnify, defend and hold harmless as set forth under this subsection is intended to encompass liabilities, losses, damages, expense, and costs not otherwise subject to subsection 4.2, above.

CITY shall have the right to offset against the amount of any compensation due CONSULTANT under this Agreement any amount due CITY from CONSULTANT as a result of CONSULTANT’s failure to pay CITY promptly any indemnification arising under this Article and related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.

The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents and authorized volunteers.

CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents and authorized volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

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 Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 13 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.

The duties to indemnify, defend and hold harmless as set forth under this Section, shall survive the early termination or normal expiration of this Agreement and shall be in addition to any other rights or remedies which the CITY may have at law or in equity.

TERMINATION

5.1 TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination.

CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Services.

CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

A. In the event either Party fails to perform any duty, obligation, service, or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service, or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) will occur. For all Events of Default, the Party alleging an Event of Default will give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which will specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default will be cured, which will not be less than the applicable cure period set forth under Sections 5.2B and 5.2C below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default will constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement.

B. CONSULTANT will cure the following Events of Defaults within the following time periods:

Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 14 i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation, or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.

Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.i. that exceeds seven (7) calendar days from the end of the initial 10-day cure period; or ii. Within fourteen (14) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 14-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 14-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of an Event of Default under this Section 5.2B.ii that exceeds thirty (30) calendar days from the end of the initial 14-day cure period.

In addition to any other failure on the part of CONSULTANT to perform any duty, obligation, service or task set forth under this Agreement (or the failure to timely perform or properly perform any such duty, obligation, service or task), an Event of Default on the part of CONSULTANT will include, but will not be limited to the following: (i) CONSULTANT’s refusal or failure to perform any of the services or tasks called for under the Scope of Services; (ii) CONSULTANT’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (iii) CONSULTANT’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iv) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONSULTANT, whether voluntary of involuntary; and/or (v) CITY’s discovery that a statement representation or warranty by CONSULTANT relating to this Agreement is false, misleading or erroneous in any material respect.

C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 15 cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services and tasks which have been rendered by CONSULTANT to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY will operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

E. No waiver of any Event of Default or breach under this Agreement will constitute a waiver of any other or subsequent Event of Default or breach.

No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

F. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder will be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONSULTANT, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONSULTANT, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONSULTANT’s breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.

CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 16 remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.3 SCOPE OF WAIVER: No waiver of any default or breach under this Agreement will constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty, or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party will give the other Party any contractual rights by custom, estoppel, or otherwise.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Agreement pursuant to any provision of this Article or by normal expiration of its term or any extension thereto will not operate to terminate any Article, Section or provision contained herein which provides that it will survive the termination or normal expiration of this Agreement.

VI.

MISCELLANEOUS PROVISIONS

6.1 DOCUMENTS & DATA; LICENSING OF INTELLECTUAL PROPERTY: All Documents and Data will be and remain the property of CITY without restriction or limitation upon their use or dissemination by CITY. For purposes of this Agreement, the term “Documents and Data” means and includes all reports, analyses, correspondence, plans, designs, notes, summaries, strategies, charts, schedules, spreadsheets, calculations, lists, data compilations, documents or other materials developed and/or assembled by or on behalf of CONSULTANT in the performance of this Agreement and fixed in any tangible medium of expression, including but not limited to Documents and Data stored digitally, magnetically and/or electronically. This Agreement creates, at no cost to CITY, a perpetual license for CITY to copy, use, reuse, disseminate and/or retain any and all copyrights, designs, and other intellectual property embodied in all Documents and Data. CONSULTANT will require all subcontractors and subconsultants working on behalf of CONSULTANT in the performance of this Agreement to agree in writing that CITY will be granted the same right to copy, use, reuse, disseminate and retain Documents and Data prepared or assembled by any subcontractor or subconsultant as applies to Documents and Data prepared by CONSULTANT in the performance of this Agreement.

6.2 CONFIDENTIALITY: All data, documents, discussion, or other information developed or received by CONSULTANT or provided for performance of this Agreement are deemed confidential and will not be disclosed by CONSULTANT without prior written consent by CITY. CITY will grant such consent of disclosure as legally required. Upon request, all CITY data will be returned to CITY upon the termination or expiration of this Agreement. CONSULTANT will not use CITY’s name or insignia, photographs, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.

Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 17 6.3 FALSE CLAIMS ACT: CONSULTANT warrants and represents that neither CONSULTANT nor any person who is an officer of, in a managing position with, or has an ownership interest in CONSULTANT has been determined by a court or tribunal of competent jurisdiction to have violated the False Claims Act, 31 U.S.C., §§3801 et seq. and the California False Claims Act, Government Code §§12650 et seq.

6.4 NOTICES: All notices permitted or required under this Agreement will be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose:

CONSULTANT: CITY:

Actum
1900 Avenue of the Stars
Suite 300
Los Angeles, CA 90067
Attn: Elizabeth Hansell
Phone: 818-268-5481
City of Santa Fe Springs
City Manager’s Office
11710 E Telegraph Road
Santa Fe Springs, CA 90607
Phone: 562-868-0511
Attn: Nicholas Razo
Such notices will be deemed effective when personally delivered or successfully transmitted by facsimile as evidenced by a fax confirmation slip or when mailed, forty-eight (48) hours after deposit with the United States Postal Service, first class postage prepaid and addressed to the Party at its applicable address.

6.5 COOPERATION; FURTHER ACTS: The Parties will fully cooperate with one another and will take any additional acts or sign any additional documents as are reasonably necessary, appropriate, or convenient to achieve the purposes of this Agreement.

6.6 SUBCONTRACTING: CONSULTANT will not subcontract any of the Services contemplated under this Agreement, except as expressly stated herein, without the prior written approval of CITY. Subcontracts (including without limitation subcontracts with subconsultants), if any, will contain a provision making them subject to all provisions stipulated in this Agreement, including provisions relating to insurance requirements and indemnification.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other independent contractors in connection with the various projects worked upon by CONSULTANT.

6.8 CONFLICTS OF INTEREST:

A. CONSULTANT warrants, represents, and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 18 contingent upon or resulting from the award or making of this Agreement.

For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

B. CONSULTANT may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONSULTANT in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code §81000 et seq.

C. CONSULTANT shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code §§1090 et seq. CONSULTANT warrants and represents that no owner, principal, partner, officer, or employee of CONSULTANT is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONSULTANT was an official, officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONSULTANT warrants that any such individuals did not participate in any manner in the forming of this Agreement. CONSULTANT understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT.

CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.10 GOVERNING LAW AND VENUE: This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, will be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, will be in the Central District of California located in the City of Los Angeles, California.

6.11 ATTORNEYS’ FEES: If either Party commences an action against the other Party, legal, administrative, or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation will be entitled to have and recover from the losing Party reasonable attorneys’ fees and all other costs of such action.

Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 19 6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.13 NO THIRD-PARTY BENEFIT: There are no intended third-party beneficiaries of any right or obligation assumed by the Parties. All rights and benefits under this Agreement inure exclusively to the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will not be construed in favor of, or against, either Party but will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

6.15 SEVERABILITY: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

6.16 AMENDMENT; MODIFICATION: No amendment, modification or supplement of this Agreement will be valid or binding unless executed in writing and signed by both Parties, subject to CITY approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void and invalid.

6.17 CAPTIONS: The captions of the various articles, sections and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

6.18 INCONSISTENCIES OR CONFLICTS: In the event of any conflict or inconsistency between the provisions of this Agreement and any of the exhibits attached hereto, the provisions of this Agreement will control.

6.19 ENTIRE AGREEMENT: This Agreement, including all attached exhibits, constitutes the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed herein and supersedes all other agreements or understandings, whether oral or written, which may have been entered into between CITY and CONSULTANT prior to the execution of this Agreement. Any statements, representations, or other agreements, whether oral or written, made by either Party that is not embodied herein will not be valid or binding on the Parties. No amendment, modification or supplement to this Agreement will be valid and binding unless in writing and duly executed by the Parties pursuant to Section

6.16, above.

6.20 FORCE MAJEURE: The completion deadline for any Services assigned to CONSULTANT may be extended in the event of any delays due to unforeseeable causes beyond the control of CONSULTANT and without the fault or negligence of CONSULTANT, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY.

CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The CITY Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 20 Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the CITY Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 COUNTERPARTS: This Agreement will be executed in three (3) original counterparts each of which will be of equal force and effect. No handwritten or typewritten amendment, modification, or supplement to any one counterpart will be valid or binding unless made to all three counterparts in conformity with Section

6.16, above. One fully executed original counterpart will be delivered to CONSULTANT and the remaining two original counterparts will be retained by CITY.

6.22 AUTHORITY TO EXECUTE THIS AGREEMENT: The persons executing this Agreement on behalf of the Parties warrant and represent that they have the authority to execute this Agreement on behalf of said Parties and have the authority to bind the Parties to the provisions of this Agreement.

6.23 ELECTRONIC SIGNATURES: The Parties acknowledge and agree that execution of the 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.
(SIGNATURES ON NEXT PAGE)
Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 21 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF SANTA FE SPRINGS:

By:

René Bobadilla, City Manager

Date:_______________________
ACTUM-E, LLC:

By: __
Kirill Goncharenko, Managing
Partner
Date: ____________________
APPROVED AS TO FORM:

By: _____
Rick Olivarez, City Attorney
Date:_______________________
Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 6/9/2026
6/10/2026
6/10/2026
22 Exhibit “A”
[CONSULTANT Proposal]
[Attached Behind this Page]
Docusign Envelope ID: 70428392-C262-8BC6-80EC-80A990F92787 July 2025

INDUSTRIAL
CITIES

PROPOSAL
Prepared By
Actum, LLC
California’s industrial cities face a fundamental challenge: they are structurally and economically different from most other cities in the state, yet they are treated as the same under uniform statewide mandates. This one-size-fits-all approach has reached a tipping point, threatening the long-term sustainability of job centers that are vital to the state’s economy.

Industrial cities are foundational to California’s economy. They sustain industries that create tens of thousands of jobs and host infrastructure such as rendering facilities, warehousing, and distribution centers that are essential to supply chains statewide.

Yet in Sacramento, their contributions are often overlooked. Policies are typically designed with residential, population based cities in mind, leaving industrial cities with little recognition despite their significant economic impact. With critical legislative and regulatory conversations happening in the months ahead, there is a narrow window to establish a formal structure, gather data, and begin educating policymakers and stakeholders on the unique needs of industrial cities.

Actum’s role is to change that trajectory—strategically and systematically. Our strategic advisory services will ensure that the Coalition is not only reactive to policy threats, but proactive in reshaping the conversation about what industrial cities are and how they should be governed.

Our team has decades of public affairs, government relations, and communications experience working on complex, high‑profile issues in California. We understand the challenges facing cities that power logistics, advanced manufacturing, and industrial services—and we know how to drive policy conversations that result in tangible protections and opportunities.

INTRODUCTION
1 COMMERCE, CA
Building a legislative and regulatory case for differentiated treatment of industrial cities—emphasizing that they are not simply “cities without housing,” but rather specialized jurisdictions with distinct economic missions; Crafting policy frameworks that institutionalize this distinction in state law, including legislative language, budget language, and administrative guidance that define and protect industrial cities as job centers;
Advising the Coalition on the best timing, venues, and partnerships to introduce and advance these policy distinctions;
Aligning messaging, data, and legal justifications to support a durable and defensible argument for special treatment in land use, housing mandates, infrastructure investment, and funding formulas;
Providing senior-level counsel during fast-moving policy developments, including budget negotiations, trailer bill discussions, and regulatory rulemakings.

With Actum, the Coalition gains a strategic partner that not only understands Sacramento—but understands what’s at stake if industrial cities continue to be overlooked. Our mission is to ensure policymakers see industrial cities for what they truly are: unique, irreplaceable drivers of jobs, economic growth, and statewide prosperity.

OUR WORK WILL INCLUDE
2 2

SANTA FE SPRINGS, CA

PROPOSED SCOPE OF SERVICES
The cities of Commerce, Industry, Irwindale, Santa Fe Springs, and Vernon were purpose-built as industrial job centers—not traditional population-based municipalities. Unlike cities that blend residential neighborhoods with retail and light industrial uses, these cities are unique economic engines that concentrate warehousing, logistics, and manufacturing operations essential to California’s supply chain and middle-class employment base.

However, current state policies often fail to recognize this distinction. Affordable housing mandates, funding formulas based on residential population, and land-use planning directives are designed with conventional cities in mind. As a result, industrial cities are routinely mischaracterized and burdened by policies that ignore their structural and economic purpose.

Actum’s Government Affairs and Lobbying strategy is grounded in correcting this misalignment. Our team will work to educate legislators, regulators, and administration officials about the need to distinguish industrial cities from traditional municipalities—and to develop policy frameworks that reflect that difference.

Our scope includes:

Advocating for policy recognition of industrial cities as distinct economic entities and job centers;
Developing and advancing legislative solutions that offer exemptions, carve-outs, or alternative compliance pathways for industrial cities regarding housing quotas, RHNA mandates, and incompatible zoning requirements;
Coordinating with the Legislature, Governor’s Office, HCD, and OPR to re-examine funding formulas and planning frameworks that disadvantage industrial cities due to their intentionally low residential base;
3 Lobbying and Government Affairs
Engaging members of relevant committees—such as Housing, Local Government, and Economic Development—and securing legislative champions who understand and support the unique role of industrial cities;
Monitoring legislative and regulatory proposals and providing rapid, informed responses that reflect the Coalition’s priorities.

Our approach is not just about presence in the Capitol—it’s about persistent advocacy, message discipline, and outcome-driven engagement. These five cities deserve a seat at the table. Actum will make sure they have one.
4 IRWINDALE, CA
Target Audience:

State Legislators: Especially members of the Housing, Local Government, and Economic Development committees.

Governor’s Office and Key State Agencies: Housing and Community Development and the Office of Planning and Research.

Local Elected Officials/Government Associations: Neighboring cities benefitting from nearby job centers, California Contract Cities Association, and the League of California Cities.

Regional Planning Authorities: Southern California Association of Governments Labor & Business Leaders: Including unions representing logistics and manufacturing workers, and trade groups representing industrial firms. 9 OUR TEAM
Actum is a full-service consultancy with experienced team members ready to immediately work with you on whatever needs arise. We have a robust office of team members in Sacramento and Los Angeles, all of whom will be available as needed. Your core team will remain the same throughout the contract. Your core team will be the following:

Duncan has a strong record of significant congressional and state legislative and lobbying experience. He brings a proven track record of developing and executing successful public affairs strategies for his clients.Duncan’s rich history includes managing Brownstein Hyatt Farber Schreck’s Sacramento office. In addition, he served as legislative and policy director to California’s treasurer, he worked in both the California Assembly and Senate and served as a legislative assistant to Congressman Vic Fazio in Washington, D.C. He is a licensed member of the California State Bar.

D UNC AN MCF E TRI D G E | P A RTNER

VERNON, CA
Janet is a seasoned public affairs professional with a strong track record of shaping strategy, building coalitions, and driving impactful communications across the private and public sectors. She is widely regarded as a trusted advisor on complex policy issues at the federal, state, and local levels. Prior to Actum, Janet was a Vice President at Elevate, a leading California public affairs firm, where she oversaw major advocacy efforts, managed crisis communications, and led statewide campaigns for Fortune 500 companies, industry coalitions, and local governments. Her work consistently moved public opinion, influenced legislation, and strengthened community engagement. Earlier in her career, Janet ran political and ballot measure campaigns at Grassroots Lab. Fluent in Spanish and deeply culturally fluent, she is highly effective at helping clients connect with diverse audiences and advance inclusive, community-centered strategies.

J ANE T F ERNAND EZ | S ENIOR V ICE PRE S I D ENT
12 BUDGET
Actum's monthly retainer is $25,000 per month split between the four participating cities.

A B O U T A C T U M
Actum LLC is a global consultancy firm built to deliver meaningful and measurable outcomes for our clients around the world. With 5 offices worldwide, including Sacramento, Los Angeles, New York, Washington D.C., and London, Actum provides a comprehensive suite of services that includes federal and state government relations, international affairs, digital influence, public opinion research and message testing, media strategy and a bipartisan grassroots mobilization network in all 50 states.

Actum’s strategists are motivated to work hard and win for our clients while remaining committed to building a future for California which allows every resident to succeed, thrive, and fulfill their greatest potential. Actum is focused on advancing purpose-driven work in support of diversity and inclusivity and steadfast in our charge to secure client wins for cross-sector changemakers, locally and across the nation. Our team provides seasoned advisors and partners, from the highest levels of government, media, business, advocacy, politics, technology and special groups, who lead teams of subject-matter experts to deliver exceptional, measurable value and outcomes.

C I T Y O F I N D U S T R Y , C A
THANK
YOU
Duncan McFetridge
[email protected]
Contact us:

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Cuong Nguyen, Director Community Development
SUBJECT:

MEMORANDUM OF UNDERSTANDING REGARDING MCGRANAHAN CARLSON & COMPANY (MC&C) III AND MC&C IV SITES
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Approve and authorize the City Manager to execute a Memorandum of Understanding (MOU) between the City of Santa Fe Springs, Bridgeland Resources, and Inland Kenworth regarding the proposed disposition, environmental remediation, and redevelopment of the McGranahan Carlson & Company (MC&C) III and MC&C IV sites; and

2. Authorize the City Manager to make non-substantive revisions as necessary to finalize the MOU, provided such revisions do not materially alter the terms approved by the City Council; and

3. Authorize the City Manager to continue negotiating and finalize the implementing agreements contemplated by the MOU, including the timing and conditions of the conveyance of Bridgeland Resources' mineral rights and related interests, provided such negotiations remain consistent with the overall business terms and intent approved by the City Council, and to make any non-substantive or administrative revisions necessary to implement the MOU.

FISCAL IMPACT
The proposed MOU establishes the framework for negotiating future agreements related to the sale, remediation, and redevelopment of the MC&C III and MC&C IV sites. Approval of the MOU will allow the parties to proceed with preparing purchase and sale agreements, financing documents, a Development Agreement, and other related agreements necessary to complete the proposed transactions.

The City’s total participation in the redevelopment of MC&C IV is estimated at approximately $8.39 million, consisting of the value of the real property, development fee waivers, off-site public improvements, and sales tax rebate incentives. The project is estimated to generate between $2.4 million and $3.2 million in annual sales tax revenue for the City, exclusive of property tax revenues. Based on an average of the projected sales tax revenue, the City’s investment is anticipated to be fully recovered in 2.9 years. Because the City owns the property free of debt and several incentives are paid over time, the project is projected to generate approximately $1.9 million in annual net revenue.

Under the proposed terms, Inland Kenworth would acquire the MC&C IV site from the City for $11.5 million through seller financing provided by the City. The City would use the loan proceeds to acquire Bridgeland’s subsurface oil and mineral rights and related interests affecting the MC&C IV site the MOU p, ensuring the property is conveyed free of encumbrances for development. The loan would be amortized over ten (10) years, with interest accruing at a rate of two percent (2%) prior to issuance of a certificate of occupancy. Thereafter, the interest rate would adjust annually based on the Local Agency Investment Fund (LAIF) rate less one percent (1%), subject to a maximum rate of four percent (4%).

In addition, the City would provide Inland Kenworth with development incentives consisting of up to $500,000 in development-related fee wIaivers, approximately $500,000 in off-site public improvements, and a sales tax rebate program totaling $2.5 million. The sales tax rebate is intended to offset increased construction costs associated with prevailing wage requirements and includes a six percent (6%) cost of capital. The rebate would be paid over six annual payments of approximately $497,187, contingent upon Inland Kenworth remaining in operation within the City and meeting negotiated minimum annual taxable sales thresholds to be established in the Development Agreement.

In consideration of Bridgeland relinquishing its oil and mineral interests affecting the MC&C sites and committing to develop MC&C III, the City has agreed to sell its ownership interest in the MC&C III site to Bridgeland at fair market value. A recent appraisal determined the property’s fair market value to be approximately $4.13 million. The conveyance of both the MC&C III and MC&C IV sites would occur simultaneously to ensure all elements of the transaction are completed concurrently. Existing City resources are sufficient to administer the proposed MOU and related negotiations. Future financial obligations associated with the transactions and incentive payments will be incorporated into subsequent budget actions, as the implementing agreements are finalized and presented for City Council consideration.

BACKGROUND
The City owns the MC&C III and MC&C IV sites, which have historically been affected by oil production operations and associated subsurface interests. For decades, neither property has generated property tax revenue, lease payments, oil royalties, or other revenue to the City. The City has been working with Bridgeland Resources and Inland Kenworth to facilitate the remediation, transfer, and redevelopment of the properties to make them revenue resources and job producers for the City.

Inland Kenworth has expressed interest in acquiring the MC&C IV site for development of a new operational facility.

In order to facilitate the transaction, Bridgeland Resources has agreed to quitclaim and relinquish its surface rights, access rights, and subsurface interests affecting the MC&C IV site, subject to completion of the required Plugging and Abandonment (P&A) work and satisfaction of applicable regulatory closure obligations.

The proposed MOU establishes a framework for addressing environmental remediation responsibilities, property transfers, financing terms, economic development incentives, and future redevelopment obligations.

ANALYSIS
N/A

ENVIRONMENTAL
The approval of the proposed MOU does not constitute approval of a specific development project under the California Environmental Quality Act (CEQA). Future project approvals and development activities will be subject to applicable environmental review requirements.

DISCUSSION
The proposed MOU establishes the framework and guiding business terms for the City, Bridgeland Resources, and Inland Kenworth to negotiate a series of definitive implementing agreements necessary to complete the overall transaction, including purchase and sale agreements, financing documents, escrow instructions, environmental remediation agreements, and other related documents. Approval of the MOU does not obligate the City to convey property, expend funds, or complete any aspect of the proposed transaction. Rather, it memorializes the parties' mutual understanding of the transaction framework and authorizes staff to proceed with negotiating the definitive agreements required to implement the business terms outlined in the MOU.

It should be noted that the parties have continued refining certain provisions of the proposed transaction. One such provision involves the timing of Bridgeland Resources' conveyance of its mineral rights and related interests affecting the MC&C IV site. While the parties remain in agreement that these interests will ultimately be conveyed to facilitate redevelopment of the property, they continue to negotiate the timing and conditions of that conveyance in conjunction with the escrow and closing requirements that will be incorporated into the definitive implementing agreements. Staff is requesting authority for the City Manager to continue negotiating these provisions, provided they remain consistent with the overall business terms and intent approved by the City Council.

The MOU establishes the principal business terms that will guide preparation of the implementing agreements.

While these terms reflect the parties' current understanding of the proposed transaction, the rights and obligations of the parties will ultimately be governed by the definitive agreements that will be negotiated following execution of the MOU. The principal business terms include, but are not limited to, the following:

Bridgeland Resources shall convey to the City its surface rights, access rights, and rights to the subsurface estate affecting the MC&C IV site, with the timing and conditions of such conveyance to be established in the definitive implementing agreements..

The City shall provide Bridgeland Resources temporary surface access rights necessary to complete required P&A work, including well plugging, abandonment, remediation, and regulatory closure activities.

Inland Kenworth shall fund a $6.0 million escrow account dedicated to eligible P&A costs, including consultants, contractors, and verified remediation expenses.

Bridgeland Resources shall complete all required P&A work at its sole cost and risk, with responsibility for any costs exceeding the escrow amount. Bridgeland Resources shall also provide performance security to ensure completion of the required work.

If Inland does not complete the acquisition of the MC&C IV site following completion of the P&A work, Bridgeland will have a right to acquire the property at fair market value pursuant to the terms of the implementing agreements.

Following completion of the P&A work and regulatory closure obligations, Inland Kenworth shall acquire the MC&C IV site from the City for $11.5 million pursuant to the terms of the final purchase and sale agreement.

The City shall provide seller financing for the MC&C IV acquisition, amortized over ten (10) years. Interest shall accrue at two percent (2%) until issuance of occupancy approval, with all accrued interest payable within ninety (90) days following occupancy approval. Thereafter, the outstanding loan balance shall bear interest at the Local Agency Investment Fund (LAIF) rate less one percent (1%), subject to a minimum rate of one percent (1%) and a maximum rate of four percent (4%).

Bridgeland Resources' total transaction consideration is valued at up to $17.5 million, consisting of the $6.0 million P&A escrow funding and the $11.5 million purchase price associated with the MC&C IV transaction, contingent upon completion of the required P&A work and satisfaction of the conditions established in the implementing agreements.

The transaction shall also include MC&C III. Bridgeland Resources may acquire MC&C III at its appraised fair market value following completion of the MC&C IV P&A work, preparation of a City-approved P&A work plan for MC&C III, and satisfaction of all conditions contained in the implementing agreements.

If Bridgeland Resources fails to complete required P&A obligations for MC&C III within the agreed timeframe, the property would revert to the City pursuant to the terms of the final agreements.

The City shall provide Inland Kenworth with economic development incentives consisting of developmentrelated fee waivers, City-funded off-site improvements, and a sales tax incentive program of up to $2.5 million, inclusive of a six percent (6%) cost of capital, conditioned upon continued operation within the City and generation of taxable sales.

The City intends to obtain environmental insurance covering environmental conditions unrelated to Bridgeland's oil operations and will negotiate customary environmental indemnification provisions in favor of Inland as part of the implementing agreements.

Inland Kenworth may incorporate the existing access road into its secured operational area and perimeter fencing, provided all existing access, utility, and third-party rights are preserved.

The parties acknowledge Inland Kenworth's interest in the adjacent approximately one-acre parcel and agree to cooperate in supporting future integration of the property into the project, if voluntarily acquired by Inland, subject to applicable laws, discretionary approvals, and the City's express disclaimer of any obligation to acquire the property.

The MOU establishes an initial six-month negotiation period, with up to two mutually agreed three-month extensions, during which the parties will negotiate the implementing agreements necessary to complete the transaction.

Following approval of the MOU, City staff, legal counsel, and the participating parties will negotiate the definitive implementing agreements contemplated by the MOU. These agreements are expected to include, among other documents, purchase and sale agreements, financing documents, property conveyance documents, environmental remediation and access agreements, a Development Agreement, sales tax incentive agreements, escrow instructions, and other documents necessary to implement the transaction.

Consistent with the MOU, any implementing agreement requiring City Council approval will be presented to the City Council at a future public meeting. Approval of the MOU does not constitute approval of any future implementing agreement, authorize the conveyance of City property, or commit the City to complete the proposed transaction absent future City Council approvals, as applicable.

SUMMARY/NEXT STEPS
Approval of the MOU will allow the City, Bridgeland Resources, and Inland Kenworth to continue negotiating the definitive implementing agreements and coordinating the environmental remediation, property transactions, financing arrangements, and redevelopment planning necessary to implement the proposed transaction.

Following execution of the MOU, staff will work with the parties to prepare and negotiate the implementing agreements contemplated by the MOU, including property conveyance agreements, environmental remediation agreements, purchase and sale agreements, financing documents, a Development Agreement, sales tax incentive agreements, and related escrow documents. Any final agreements requiring City Council approval will be presented for consideration at a future meeting.

The MOU itself does not obligate any party to complete the proposed transaction. Rather, it establishes the framework for negotiating the definitive agreements that will govern the parties' respective rights and obligations, several of which will require future City Council approval.

Staff believes the proposed MOU represents a significant milestone toward the redevelopment of the MC&C III and MC&C IV properties by establishing a mutually agreed-upon framework for negotiating the definitive agreements necessary to complete the proposed transaction. Approval of the MOU will allow the parties to advance the transaction while preserving the City Council's authority to review and approve all future implementing agreements requiring Council action. Accordingly, staff recommends that the City Council approve the proposed MOU and authorize the City Manager to proceed with negotiating the implementing agreements consistent with the business terms set forth in the MOU.

ATTACHMENT(S):

A. Memorandum of Understanding Regarding MC&C III and MC&C IV Sites.

Attachments
Attachment A - Memorandum of Understanding Regarding MC&C III and MC&C IV Sites.pdf

MEMORANDUM OF UNDERSTANDING AND AGREEMENT

RELATING TO REAL PROPERTY IN THE CITY OF SANTA FE SPRINGS

COMMONLY REFERRED TO AS THE MC&C III AND MC&C IV SITES

THIS MEMORANDUM OF UNDERSTANDING AND AGREEMENT RELATING TO

REAL PROPERTY IN THE CITY OF SANTA FE SPRINGS COMMONLY REFERRED TO AS THE MC&C III AND MC&C IV SITES (“MOU” or “Agreement”), is dated as of _______________, 2026 (“Agreement Date”), by and among the following parties: (i) the CITY OF SANTA FE SPRINGS, a California municipal corporation (the “City”); (ii) BR 12700 LLC, a _____________ limited liability company and owner of Subsurface Oil and Mineral Rights (defined below) and BRIDGELAND RESOURCES, LLC, a ____________ limited liability company and operator for BR 12700 LLC on the Sites (defined below) (collectively, “Bridgeland”); and (iii) INLAND KENWORTH INC., a corporation (“Inland”). The parties identified in clauses (i)-(iii) are periodically individually referred to herein as a “Party” and collectively the “Parties”.

R E C I T A L S:

A. City is the owner in fee of that certain real property consisting of approximately ten (10) with Assessor’s Parcel Numbers (“APNs”) 8011-018-900; 8011-018-901; 8011-018- 902; 8011-018-903; 8011-018-904; 8011-018-905; 8011-018-906; and 8011-019-911, in Santa Fe Springs, California, and commonly referred to as the McGranahan Carlson & Company III site, more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the “MC&C III Site”). City is also the owner in fee of that certain real property consisting of approximately eight (8) acres with APNs 8011-003-955 thru 8011- 003-979; 8011-002-023, -901, -902, and -903, in Santa Fe Springs, California, and commonly referred to as the McGranahan Carlson & Company IV site, more particularly described in Exhibit B attached hereto and incorporated herein by this reference (the “MC&C IV Site” and, collectively with the MC&C III Site, referred to herein as the “Sites”).

The locations of the Sites are generally depicted in Exhibit C attached hereto and incorporated herein by this reference.

B. Bridgeland currently holds rights, title, and interests to all or almost all oil, gas, and mineral rights for both Sites (collectively, the “Subsurface Oil and Mineral Rights”).

Both Sites have historically, for the last several years, been the location of oil and gas extraction wells, and Bridgeland is the current owner and responsible party for said oil and gas extraction wells (each individually referred to as an “Oil Well” and collectively as the “Oil Wells”).

C. Inland is a commercial company specializing in the business of heavy duty truck sales, parts, and service for Kenworth brand trucks (generally referred to herein as “Inland’s Truck Sales and Services”). Inland’s parent company has 18 locations across the United States and is looking to expand to have an operation in Southern California / City’s general location within Los Angeles County.

D. Bridgeland has represented to the City that the Oil Wells on the Sites are of limited productive value and are eligible for a process known as “Plugging and Abandonment” or “P&A” of the Oil Wells, which would permanently cease their use and 2 allow for the remediation of the Sites for alternative uses that would be in compliance with all applicable Federal, State, Regional, and Local laws. In connection with said Plugging and Abandonment of the Oil Wells on the MC&C IV Site, Bridgeland will quitclaim to City all of its rights, title, and interests in the Subsurface Oil and Mineral Rights for the MC&C IV Site, and City will in turn grant temporary access rights on, over, and below the MC&C IV Site for the sole purpose of Bridgeland to complete the Plugging and Abandonment work for the Oil Wells, as more particularly set forth in this MOU. In connection with said Plugging and Abandonment of the Oil Wells on the MC&C IV Site, Bridgeland will have a contingent right to purchase from the City the MC&C III Site for the purpose, in part, of completing the remediation work, with the City retaining a reversionary right to have the MC&C III Site returned to the City for Bridgeland’s failure to perform and complete the P&A work, as more specifically set forth in this MOU.

E. Inland has represented to City that, upon the completion of the Plugging and Abandonment of the Oil Wells on the MC&C IV Site, Inland is willing to have the MC&C IV Site improved and used for Inland’s Truck Sales and Services. In connection with said improvements and use on the MC&C IV Site, Inland is willing to provide up-front funding, to be serviced through an escrow, for Bridgeland’s Plugging and Abandonment work, as more particularly set forth in this MOU. Also in connection with said improvements and use on the MC&C IV Site, City is willing to sell to Inland, and Inland is willing to purchase form City, the MC&C IV Site, and City is willing to provide economic development subsidies relating to the improvements and uses for said MC&C IV Site, as more particularly set forth in this MOU.

F. The MC&C IV Site is the subject of ongoing environmental investigation and review with respect to soil, soil gas and groundwater sampling to assess the environmental condition of the MC&C IV Site and potential sources of substances of concern located on the MC&C IV Site. The arrangements contemplated under this MOU will need to provide reasonable continuing access to the City and its consultants to continue such investigation and review and potentially provide access and physical locations on the MC&C IV Site for the conduct of environmental remediation.

G. The Parties acknowledge that this MOU sets forth a framework to negotiate in good faith and fair dealing so that the various transactions, projects, and rights and obligations that would extend from and to the Parties may be realized through subsequent agreements that will, as appropriate, incorporate the substantive deal points, as more particularly set forth herein.

A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference and a substantive part of this Agreement, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Effectiveness. This MOU shall be effective (a) after its approval by the Santa Fe Springs City Council at a duly noticed public meeting, and (b) thereafter immediately upon 3 the date of the last signature from all the Parties hereto (the “Effective Date”) as shown on the signature pages of this MOU.

2. Obligation to Negotiate in Good Faith and Fair Dealing. By entering into this Agreement, the Parties covenant and agree to use best efforts, and to act in good faith and with fair dealing, to negotiate any agreements and other related documents that are necessary or proper to memorialize the objectives and deal points as set forth in Implementing Agreements (as defined in Section 5.1 below).

3. Term. The rights and duties of Parties established by this MOU shall commence on the Effective Date, and shall end on the date that is four (4) months after the Effective Date (the “Negotiation End Date”). This MOU shall terminate earlier than the Negotiation End Date (a) upon mutual written agreement of the Parties or (b) on the earliest date when all of the Implementing Agreements (as defined below) are effective, entered into, and approved by the necessary Parties to those Implementing Agreements. The period between the Effective Date and Negotiation End Date shall be the “Initial Term” of this MOU, with said Initial Term subject to any and all permitted extensions as set forth in Section 3.1 below, in which case said permitted extensions and the Initial Term shall be the “Term” of this Agreement.

3.1 Extensions. Provided the Parties have been negotiating in good faith and fair dealing, the Parties may, by mutual written agreement, extend the Initial Term for two (2) additional extension periods of one (1) month each (each, an “Extension Term”), such that the Initial Term may be extended up to a total of two (2) additional months if the Parties mutually agree in writing to have two additional 1-month Extension Terms. To exercise any Extension Term, the Parties shall agree in writing to an Extension Term no later than the last day of the Initiation Term or, if applicable, the end date for the first Extension Term.

3.2 City Manager Authorization. The City Manager or authorized designee for the City shall have the authority to approve on behalf of the City any Extension Term as permitted by this MOU.

3.3 Termination. At 6:00 p.m. (PST) on the Negotiation End Date or the last day of any applicable Extension Term, this MOU shall be of no further force and effect.

4. Limitation to Scope of MOU. The scope of this MOU is limited to rights and obligations described herein.

4.1 No Offers or Acceptance of Real Property or Financial Assistance. No provision in this MOU shall be deemed an offer or acceptance by any Party to acquire or convey any real property, including the Sites. No provision in this MOU shall be deemed an offer or intention for any Party to provide financial or other assistance to any other Party visà-vis this MOU; rather, the respective Implementing Agreements (as defined below) if successfully approved and executed by the applicable Parties to this MOU will then be the operative agreements to which the Parties have made an offer or acceptance of real property (including the Sites) and the various financial or other assistance to another Party. Nothing in this MOU shall be considered approval or a guarantee of approval of any plans or specifications for the acquisition, disposition, remediation, improvements, development, use, or operation of the Sites. Bridgeland and Inland acknowledge and agree that neither Party 4 has acquired and will not acquire, by virtue of the terms of this MOU, any legal or equitable interest in the Sites, or financial assistance, from City.

4.2 City Discretionary Approvals. Bridgeland and Inland understand and agree that City reserves the right to exercise its discretion as to all matters which City is by law entitled or required to exercise such discretion, including but not limited to, approvals, entitlements, or permits for the acquisition, disposition, remediation, improvement, development, use, and operation of the Sites, and the adoption of any amendments to land use or related policy documents (including the City’s General Plan, any Specific Plan, and Zoning Ordinance). Bridgeland and Inland further understand and agree that City approvals, entitlements, or permits related to the Sites shall be subject to and brought to City, as appropriate, for consideration in accordance with applicable legal requirements, including but not limited to laws related to notice, public hearings, due process, and the California Environmental Quality Act (“CEQA”).

4.3 Implementing Agreements Require Future Approval. Any future Implementing Agreements (as defined below) shall consist of terms and conditions mutually acceptable to the City, Bridgeland, and Inland, as applicable, in the respective sole and absolute discretion of each of them, and shall require subsequent approval from each Party by the body or person authorized to grant such approval, subject to all notice, public hearing, and other legal requirements. Certain development standards and design controls may be established in an Implementing Agreement that meets the criteria and is approved pursuant to State and City law as a statutory development agreement. It is understood and agreed, though, among the Parties that any acquisition, disposition, remediation, improvement, development, use, or operation of the Sites must conform to all applicable laws, including City land use standards, environmental review, safety laws, and federal and state labor and wage laws.

4.4 Surplus Land Act. The California Surplus Land Act (Gov. Code, § 54220 et seq.) (the “SLA”) requires City to comply with certain finding and notification requirements, which may include making either the MC&C III Site or MC&C IV Site, or both, available to other persons when required by the SLA. The SLA’s requirements generally apply when City takes any action to “dispose of” public property, as that term is defined by the SLA and interpreting guidelines, which compliance is overseen by the California Department of Housing and Community Development (“HCD”). On or about March 6, 2025, HCD issued a letter to the City finding that all the requirements under the SLA for the purposes of disposing the MC&C IV Site have been met, subject to the recording of an enclosed draft affordability covenant upon disposition of the MC&C IV Site. Similarly, on or about May 22, 2025, HCD issued a letter to the City finding that all the requirements under the SLA for the purposes of disposing the MC&C III Site have been met, subject to the recording of an enclosed draft affordability covenant upon disposition of the MC&C III Site.

4.5 Reservation of Rights. The Parties agree that, if this MOU expires or is earlier terminated for any reason, or the Implementing Agreements are not executed by City, Bridgeland, and Inland, as applicable, for any reason, none of the Parties shall be under any further obligation to each other regarding the acquisition, disposition, remediation, improvement, development, use, or operation of the Sites as described in this MOU.

5. Implementing Agreements and Deal Points. Subject to the terms and conditions of this MOU, the Parties shall perform the following during the Term:
5 5.1 Implementing Agreements. The Parties acknowledge and agree that several agreements shall be necessary or proper to memorialize and bind the applicable Parties to the proposed acquisition, disposition, remediation, improvement, development, use, and operation of the Sites. In furtherance thereof, and without limiting the Parties’ ability to add additional agreements or remove some of the proposed agreements, the Parties shall use best effort to negotiate in good faith and with fair dealing the following agreements and documents (each, an “Implementing Agreement” and collectively, the “Implementing Agreements”):

5.1.1 Property Conveyance and Environmental Remediation Agreement, with Escrow Holdback Agreement Relating Thereto, for the MC&C IV Site, by and among City, Bridgeland, and Inland, for the purpose of facilitating the following terms and conditions:
(a) Bridgeland shall quitclaim and release to City all Subsurface Oil and Mineral Rights affecting the MC&C IV Site;
(b) City shall grant Bridgeland temporary access rights onto the MC&C IV Site necessary to complete all required Plugging and Abandonment work, including well plugging, abandonment, remediation, and regulatory closure activities, for all Oil Wells on the MC&C IV Site. All Oil Wells and related pipelines shall be cut and capped at a depth of ten (10) feet below grade;
(c) City shall grant Bridgeland an easement approximately ten (10) feet in width for the installation of a new pipeline along parts of the eastern, northern and southern perimeter of the MC&C IV Site, subject to Inland’s approval. The easement shall expire ten (10) years after its effective date; (d) Inland shall fund six million dollars ($6,000,000) to be deposited into an independent escrow account, to be serviced by an independent escrow officer agreeable among the Parties, and to be drawn-down to pay for the Plugging and Abandonment work, materials, consultants, contractors, and to reimburse Bridgeland for verified P&A costs necessary to complete the Plugging and Abandonment work on the MC&C IV Site;
(e) Bridgeland shall provide a performance obligation bond for an amount of up to six million dollars ($6,000,000) in favor of Inland to guarantee the timely completion of the P&A work;
(f) Any unused escrow funds remaining after completion of the P&A work shall be released to Bridgeland at the closing of the escrow, which shall be contingent on the City and all Federal, State, Regional, and Local public agencies having jurisdiction over the P&A work confirming that it has been completed in compliance with applicable Federal, State, Regional, and Local laws;
(g) If all escrow funds have been expended, Bridgeland shall have the obligation to complete and shall complete all remaining P&A work at its 6 sole cost and risk, and Bridgeland shall be responsible for all costs exceeding the six million dollars ($6,000,000) placed in the escrow account; (h) Provided that the escrow closes for the purchase and sale of the MC&C IV Site from City to Inland (see Implementing Agreement below) and the Plugging and Abandonment work and related remediation for the MC&C IV Site is completed, then, Bridgeland shall have a right to receive total consideration of seventeen million five hundred thousand dollars ($17,500,000), inclusive of the $6,000,000 deposit for the P&A work and the $11,500,000 purchase price attached to Inland’s acquisition of the MC&C IV Site pursuant to the City/Inland Purchase and Sale Agreement (see Implementing Agreement below); in further explanation of the foregoing, if Bridgeland does not complete the P&A work, City still retains all of Bridgeland’s quitclaimed rights, title, and interests to the Subsurface Oil and Mineral Rights for the MC&C IV Site, and Bridgeland’s only compensation and consideration for said quitclaim to City will be any draw-downs or ability to draw-down the $6,000,000 to be available through the independent escrow for P&A work; if, however, Bridgeland does complete the P&A work, then, in consideration of quitclaiming its rights, title, and interests to the Subsurface Oil and Mineral Right on the MC&C IV site, thereby enabling the transfer of the MC&C IV Site free and clear of Bridgeland’s interests and claims, as well as completing the P&A work, assuming the risk and responsibility for cost overruns above the $6,000,000 deposit; Bridgeland providing environmental indemnification for the P&A work and contamination relating to the Oil Wells; and Bridgeland’s facilitating the transactions relating to the MC&C IV Site, Bridgeland shall have a right to receive total consideration in the amount of the seventeen million five hundred thousand dollars ($17,500,000) comprised of the $6,000,000 and $11,500,000 (described above);
(i) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement(s).

5.1.2 Environmental Insurance and Indemnity Agreement between City and Inland for the MC&C IV Site, for the purpose of facilitating the following terms and conditions:
(a) City shall assume responsibility for environmental remediation related to the MC&C IV Site that is separate and apart from, and not related to, the Plugging and Abandonment work and/or the Oil Wells and/or oil operations for which Bridgeland shall be responsible (see above Implementing Agreement);
(b) City anticipates that is will obtain an environmental insurance policy to cover known environmental contamination at the MC&C IV Site for which Bridgeland is not responsible, and City shall provide Inland with customary environmental indemnification with respect thereto; (c) This Implementing Agreement shall survive closing of the escrow for the completed P&A work;
7 (d) Inland will cooperate with City to (1) allow access to the MC&C IV Site as reasonably necessary for continued environmental investigation and review, including the collection of soil and groundwater samples through borings, trenching or other means, whether conducted by City in its reasonable discretion or as may be ordered by an agency with jurisdiction regarding same, and (ii) identify mutually agreeable locations on the MC&C IV Site for equipment and facilities that are needed to conduct environmental remediation on the MC&C IV Site without disturbance from Inland’s activities, whether conducted by City or by other responsible persons, for as long as needed to complete such environmental remediation;
(e) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement(s).

5.1.3 Purchase and Sale Agreement with Joint Escrow Instructions, and Loan Documents with Promissory Note and Deed of Trust Relating Thereto, for the MC&C IV Site between City and Inland, for the purpose of facilitating the following terms and conditions:
(a) Inland to purchase the MC&C IV Site from the City, and the City to sell to Inland, for eleven million five hundred thousand dollars ($11,500,000). Purchase and sale to be serviced through an independent escrow holder;
(b) City to provide seller financing for the purchase price, amortized over ten (10) years. From closing of the escrow for the conveyance of the MC&C IV Site from City to Inland, until Inland receives occupancy approval for its facility vis-à-vis certificate of occupancy or use permit issued by the City, interest on the City’s loan shall accrue at a reduced rate of two percent (2%) per annum. All accrued interest at the reduced 2% rate is to be due and payable within ninety (90) days following the issuance of Inland’s occupancy approval and shall not be part of the sales tax incentive payments (see Implementing Agreement below);
(c) Upon occupancy approval from the City, the outstanding loan balance shall bear interest at a rate equal to the Local Agency Investment Fund (LAIF) rate minus one percent (1%), not to exceed four percent (4.0%), per annum; provided, however, that in no instance shall the minimum interest rate be less than one percent (1%), per annum. The first regularly scheduled principal and interest payment shall be due one (1) year following the occupancy approval date, with subsequent payments due annually thereafter in accordance with the loan amortization schedule;
(d) Closing of the escrow to convey the MC&C IV Site from City to Inland shall occur only after completion of all required P&A work and regulatory closure obligations for the MC&C IV Site. Bridgeland’s temporary access rights and Subsurface Oil and Mineral Rights to be relinquished, with City holder of all Subsurface Oil and Mineral Rights prior to closing of the escrow; 8 (e) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement(s).

5.1.4 Development Agreement to cover land use, zoning, and required uses for the MC&C IV Site, between City and Inland, for the purpose of facilitating the following terms and conditions:
(a) Upon execution of the City/Inland Purchase and Sale Agreement (see Implementing Agreement above), City shall use good faith efforts to support and diligently process the land use entitlements necessary to facilitate Inland’s Truck Sales and Services facility through a statutory Development Agreement adopted pursuant to Government Code section 65864 et seq. and related City requirements, which Development Agreement will include provisions for project signage and other discretionary approvals reasonably required for the project, subject to all applicable laws, environmental review, required public hearings, and City Council and Planning Commission approval, as applicable;
(b) Upon execution of the City/Inland Purchase and Sale Agreement (see Implementing Agreement above), City shall use good faith efforts to assist Inland in the merger or consolidation of separate legal parcels at the MC&C IV Site into a single legal parcel, subject to applicable laws and the approval of any governmental agencies having jurisdiction;
(c) Inland shall not be required to fund or construct off-site public infrastructure improvements that are unrelated to, or exceed the impacts of, Inland’s proposed development for improving and using the MC&C IV Site for Inland’s Truck Sales and Services. City shall remain responsible for public infrastructure improvements necessitated by existing deficiencies or improvements that are otherwise within the City's control, including, as applicable, curb and gutter, utility extensions, street improvements, and related public facilities. City and Inland shall cooperate in good faith to identify and allocate responsibility for all required improvements; (d) City acknowledges that convenient truck access between the MC&C IV Site and Interstate 605 via Telegraph Road is essential to the proposed Inland’s Truck Sales and Services facilities. To the extent within the City's jurisdiction and authority, and to the extent permitted by law, City shall use diligent, good faith efforts to preserve and support truck access along Telegraph Road and shall not take any action that would materially impair such access without first consulting with Inland. If future roadway improvements or traffic control measures affecting truck access are proposed by the City or another governmental agency, then, to the extent permitted by law, City shall work collaboratively with Inland and the applicable agency to identify reasonable alternatives that maintain functional truck access to the project site;
9 (e) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement(s).

5.1.5 Right of First Refusal Agreement and Related Escrow Instructions, for the MC&C IV Site between City and Bridgeland, for the purpose of facilitating the following terms and conditions:
(a) If Inland does not close on the acquisition of the MC&C IV Site within thirty (30) days following completion of the Plugging and Abandonment work and regulatory closure obligations as described in the Property Conveyance and Environmental Remediation Agreement (see Implementing Agreement above), Bridgeland shall have the right to acquire the MC&C IV Site at fair market value (appraised), subject to provisions in the City/Inland Purchase and Sale Agreement (see Implementing Agreement above); (b) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement.

5.1.6 Purchase and Sale Agreement with Joint Escrow Instructions and Environmental Remediation Agreement with Reversionary Right benefiting City for the MC&C III Site between City and Bridgeland, for the purpose of facilitating the following terms and conditions:
(a) Upon the completion of the Plugging and Abandonment work and satisfaction of all regulatory closure obligations for the MC&C IV Site, Bridgeland shall have the right to acquire the MC&C III Site at fair market value, as determined by an appraisal and defined in the City/Bridgeland Purchase and Sale Agreement;
(b) Prior to closing the escrow for the purchase and sale of the MC&C III Site, Bridgeland shall have prepared a P&A work plan, estimated schedule, and budget for Plugging and Abandonment of the Oil Wells on the MC&C III Site for the City’s review and approval;
(c) If Bridgeland acquires the MC&C III Site pursuant to the City/Bridgeland Purchase and Sale Agreement, Bridgeland shall complete the required P&A work and regulatory closure obligations for the Oil Wells on the MC&C III Site in accordance with the work plan and schedule approved by the City and any other public agencies with regulatory jurisdiction over such remediation;
(d) If Bridgeland fails to complete the required P&A work and regulatory closure obligations for the MC&C III Site within an agreed-upon timeframe, or fails to diligently pursue completion of such P&A work, or fails to complete such P&A work within the agreed-upon schedule, the MC&C III Site shall revert back to the City, and the City shall reimburse Bridgeland for the original fair market price paid by Bridgeland to City for the MC&C III Site, 10 subject to applicable terms and conditions set forth in the City/Bridgeland Purchase and Sale Agreement and Environmental Remediation Agreement with Reversionary Right benefiting City;
(e) Upon execution of the City/Bridgeland Purchase and Sale Agreement, the City shall use good faith efforts to process the removal of the MC&C III Site from the City’s inventory of sites in its Housing Element and to pursue rezoning of the MC&C III Site from Mixed Use to accommodate an Industrial or Housing project, subject to all required public processes, environmental review, and City Council and Planning Commission approval; (f) The purchase and sale of the MC&C III Site from City to Bridgeland shall be serviced through the same escrow holder as the potential purchase and sale of the MC&C IV Site from City to Inland pursuant to the City/Inland Purchase and Sale Agreement (see Implementing Agreement above);
(g) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement.

5.1.7 Sales Tax Revenue Sharing and Economic Development Subsidy Agreement between City and Inland, for the purpose of facilitating the following terms and conditions:
(a) City shall provide Inland with up to five hundred thousand dollars ($500,000) in development-related fee waivers;
(b) City shall provide a sales tax incentive program in an amount of two million five hundred thousand dollars ($2,500,000) to Inland to offset prevailing wage construction costs, inclusive of a six percent (6%) cost of capital, through annual payments made by the City from lawfully available City funds to Inland based on sales tax generated from the MC&C IV Site, currently estimated at approximately $497,186, commencing upon commencement of operations for Inland’s Truck Sales and Services at the MC&C IV Site; (c) The annual sales tax rebate formula shall be as follows: The first $1 to $500,000 in sales tax revenue received by City from the sales of Inland on the MC&C IV Site shall be divided 50% each between the City and Inland; thereafter, 100% of the sales tax revenues received by City from sales of Inland on the MC&C IV Site, in amounts from $500,001 to $750,000, shall go Inland; thereafter, 100% of all sales tax revenues received by City from sales of Inland on the MC&C IV Site, exceeding $750,001, shall be go to City; (d) The incentive repayment structure is intended to amortize the full incentive amount of two million five hundreds thousand dollars ($2,500,000) over six (6) annual payments. If any incentive balance remains outstanding following the sixth payment, annual payments shall continue under the same terms and conditions until the outstanding balance has been fully satisfied; 11 (e) Other terms and conditions, and any exhibits and attachments, as mutually agreed upon by the Parties, may be included in this Implementing Agreement.

5.2 Additional Deal Points. The Parties acknowledge and agree that the following additional deal points, which may be inserted into one or more of the Implementing Agreements depending upon the mutual agreement of the Parties, are necessary and proper to the proposed acquisition, disposition, remediation, improvement, development, use, and operation of the Sites (collectively, the “Additional Deal Points”):

5.2.1 Potential Acquisition of One-Acre Parcel, located to the west of the MC&C IV Site, includes the following provisions relating to this Additional Deal Point:
(a) The Parties acknowledge Inland has a preference, in furtherance of Inland’s Truck Sales and Services and future expansion purposes, to potentially acquire the approximately one-acre parcel adjacent to the west of the MC&C IV Site, currently owned by a third party (the “Adjacent One-Acre Parcel”);
(b) If the Adjacent One-Acre Parcel becomes available for sale by voluntary negotiated sale with the third party owner, City shall support reasonable efforts to facilitate future integration of the Adjacent One-Acre Parcel into Inland’s Truck Sales and Services, including lot consolidation, shared access, and related land use approvals, subject to applicable regulations and discretionary approvals. Notwithstanding any provisions in this MOU or this Section 5.2.1(b) to the contrary, City has no obligation, and nothing in this MOU does or shall be deemed as creating or giving rise, to initiate or otherwise participate in the acquisition of the Adjacent One-Acre Parcel, by negotiated sale, by the City’s power of eminent domain (to the extent applicable), or otherwise, and nothing in this MOU does or shall be deemed as creating a project or program that would require or otherwise limit the third-party property owner of the Adjacent One-Acre Parcel for exclusive use and enjoyment of said parcel;
(c) If the parcel is acquired by Inland in the future after Inland has acquired the MC&C IV Site, the Parties shall use best efforts, and negotiate in good faith and fair dealing, to apply substantially similar environmental protections, indemnities, and transaction principles applicable to the MC&C IV Site, subject to then-existing legal and regulatory requirements.

5.2.2 Access Road and Fence Line, located on the MC&C IV Site, includes the following provisions relating to this Additional Deal Point:
(a) Inland shall have the right to include the existing access road area along the MC&C IV Site within its secured operational area and perimeter fencing, subject to preservation of required access and utility rights, and provided that no part of the access road is situated on a parcel not currently owned by the City;
12 (b) The Parties shall cooperate in developing a site plan that maximizes Inland usable acreage on the MC&C IV Site while preserving necessary City and third-party access rights.

5.2.3 General Performance and Escrow Closing Conditions include the following provisions relating to this Additional Deal Point:
(a) Inland may terminate the applicable Implementing Agreements if Bridgeland’s Plugging and Abandonment work and regulatory closure obligations are not completed by a mutually agreed upon outside date as memorialized by the Parties;
(b) If Bridgeland fails to complete the P&A work and regulatory closure obligations by the agreed upon outside date, City may terminate the applicable Implementing Agreements and pursue available rights and remedies at law or in equity and as may be provided in the applicable Implementing Agreements;
(c) All Implementing Agreements and related transaction documents and obligations shall be cross-conditioned and coordinated through an independent escrow and independent escrow holder.

6. Implementing Agreements Subject to Revisions and Modifications During Negotiations. Nothing in this MOU shall be deemed to limit the Parties’ ability and discretion to name or rename any proposed Implementing Agreement, placing various terms and conditions or Additional Deal Points in different, or one or more , Implementing Agreements, or any other preferred approach to reaching final Implementing Agreements, as long as the Parties are negotiating in good faith and fair dealing.

7. Defaults and Limitation on Remedies under MOU.

7.1 Default. Failure or delay by any Party to perform any material term or provision of this MOU shall constitute a default hereunder. If a Party who is claimed to be in default by another Party commences to cure, correct or remedy the alleged default within ten (10) calendar days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default under this MOU. Delay or failure in given written notice of a default shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this MOU, without first delivering written notice of the default. In the event of an uncured default, the sole and exclusive remedy of a Party who is not in default shall be to terminate this MOU by serving written notice of such termination on the other Parties.

7.2 No Monetary Damages or Specific Performance. City, Bridgeland, and Inland acknowledge that none of the Parties would have entered into this MOU if it could be held liable to any other Party for monetary damages, specific performance, or other remedies.

Accordingly, each Party acknowledges and agrees that its sole and exclusive right and remedy upon another Party’s breach of this Agreement (regardless of the good faith or bad 13 faith of the breaching party) is to terminate this Agreement, without cost, expense, or liability to any other Party.

8. Miscellaneous.

8.1 Governing Law. This MOU shall be governed by the internal laws of the State of California, without regard to conflict of law principles, and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Los Angeles, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this MOU. Service of process on City shall be made in accordance with California law. Service of process on Bridgeland and Inland shall be made in any manner permitted by California law and shall be effective whether served inside or outside California.

8.2 Notices. All notices under this MOU shall be effective upon personal delivery, upon delivery by reputable overnight courier service (such as FedEx) that provides a receipt with the date and time of delivery, upon three (3) business days after deposit in the United States mail with postage certified and fully prepaid and addressed to the intended recipient Party, or the next business day upon delivery by e-mail with confirmation of receipt by the Party intended for receipt, to such address as the Parties have identified in the signature pages at the end of this MOU, or as may from time to time designate in writing.

8.3 Assignments. No Party may assign or transfer this MOU, or that Party’s rights and obligations under this MOU, either voluntarily or involuntarily, or by operation of law, without the prior written approval of the all of the other Parties, which may be granted or denied in their respective sole and absolute discretion.

8.4 Changes in Control of Privately Owned Parties.

8.4.1 Bridgeland shall promptly notify City and Inland in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of Bridgeland, as well as any and all changes in the interest or the degree of control of Bridgeland by any such person, of which information Bridgeland or any of its members, managers, partners or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of Bridgeland (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by both City and Inland, prior to the time of such change, either City or Inland may terminate this MOU by providing written notice thereof to the Parties.

8.4.2 Inland shall promptly notify City and Bridgeland in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of Inland, as well as any and all changes in the interest or the degree of control of Inland by any such person, of which information Inland or any of its members, managers, partners or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of Inland (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by both 14 City and Bridgeland, prior to the time of such change, either City or Bridgeland may terminate this MOU by providing written notice thereof to the Parties.

8.5 Non-liability of City Officers and Employees. No officer, official, member, employee, agent, or representative of City shall be personally liable to Bridgeland or Inland, or any successor or assign of same, in the event of any default or breach by City.

8.6 Interpretation. The MOU shall be read and interpreted in a comprehensive, integrated manner, and in a manner that best implements the provisions of this MOU.

8.7 Time is of Essence. Time is of the essence for this MOU and of each and every term and provision hereof.

8.8 Definition of Days. The term “days” as used in this MOU means calendar days, and “business days” means every day except Saturday, Sunday, and federal or state recognized holidays that are observed by California state courts.

8.9 City Approvals and Actions Pursuant to this MOU. The City Manager or authorized designee shall have the authority, on behalf of the City, to negotiate the terms and conditions of the Implementing Agreements, the Additional Deal Points, and any other documents or matters consistent with this MOU for the Term; provided, however, that any and all Implementing Agreements, once negotiated and in final form, shall be presented to the various approval bodies (such as the Planning Commission and City Council) for the City in accordance with applicable State and City laws, and any and all Implementing Agreements shall only be binding upon the City if approved by the City Council pursuant to applicable State and City laws.

8.10 Representations and Warranties. The person(s) executing this MOU on behalf of each of the Parties hereto represent and warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this MOU on behalf of said Party, (iii) by so executing this MOU such Party is formally bound to the provisions of this MOU, and (iv) the entering into this MOU does not (and will not with the passage of time for the Term of this MOU) violate any provision of any other agreement to which such party is bound, and does not (and will not with the passage of time for the Term of this MOU) violate any bankruptcy, receivership, or trustee proceeding involving any Party or any assets of any Party extenuating from the Sites. The representations and warranties set forth in this Section are material terms under this MOU.

8.11 Counterparts; Electronic Signature. This MOU may be executed in counterparts, each of which, when this MOU has been signed by all of the Parties hereto, shall be deemed an original, and each such counterpart shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1, et seq.) or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The Parties will rely on any electronic signature provided in connection with this Agreement as valid and effective for all purposes in performing services pursuant to this Agreement. 15 [End of MOU – Signature pages follows]
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IN WITNESS WHEREOF, the Parties have executed this MOU as of the date set forth above.

Date:____________________
“CITY”
CITY OF SANTA FE SPRINGS, a California
municipal corporation
By:

Rene Bobadilla
Its: City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

RUTAN & TUCKER, LLP
By:

William H. Ihrke, Special Counsel
CITY ADDRESS:

City of Santa Fe Springs
INSERT
INSERT
Attention: __________________
Email: _____________________
with copy to:

Rutan & Tucker, LLP.
18575 Jamboree Road, 9th Floor
Irvine, CA 92130
Attention: William H. Ihrke
[email protected]
[signatures continue on next page]
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Date:____________________
“BRIDGELAND”
BR 12700 LLC, a ________ limited liability
company
By:

Name: ___________________
Title: ___________________
By:

Name: ___________________
Title: ___________________
BRIDGELAND ADDRESS:

BR 12700 LLC
INSERT
INSERT
Attn: ___________________
Email: __________________
with copy to:

INSERT
INSERT
Attn: ___________________
Email: __________________
[signatures continue on next page]
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Date:____________________
“INLAND”
Inland Kenworth Inc., a Corporation
By:

Name: Boyd McConnachie
Title: President
INLAND ADDRESS:

Inland Kenworth Inc.
1600 W. Washington Blvd.

Montebello, CA 90640
Attn: Boyd McConnachie
Email: [email protected]
[end of signatures]
Exhibit A
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EXHIBIT A
Legal Description of MC&C III Site
[attached]
Exhibit A
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LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL 1:

LOT 1 OF TRACT NO. 17977, IN THE CITY OF SANTA FE SPRINGS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 549, PAGES 21, 22 AND 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF

SAID COUNTY, TOGETHER WITH THAT PORTION OF MURRAY AVENUE, VACATED AS PARCEL XII IN EXHIBIT “A” OF THAT CERTAIN RESOLUTION NO. 4243, RECORDED JULY 18, 1979 AS INSTRUMENT NO. 79-788602 OF OFFICIAL

RECORDS OF SAID COUNTY, LYING NORTHERLY OF THE CENTER LINE AND ITS EASTERLY PROLONGATION OF PARK AVENUE, 60.00 FEET WIDE, AS SHOWN ON THE MAP OF SAID TRACT NO. 17977, EXCEPT THAT PORTION OF MURRAY AVENUE BEING DESCRIBED AS FOLLOWS:

BEGINNING AT SAID NORTHEAST CORNER OF LOT 1; THENCE SOUTH 0°20’15” EAST 55.21 FEET ALONG SAID EASTERLY LOT LINE; THENCE SOUTH 88°31’55” EAST 60.03 FEET TO THE EASTERLY LINE OF MURRAY AVENUE; THENCE NORTH 0°20’15” WEST 57.00 FEET TO THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF SAID LOT 1, SAID LINE ALSO BEING THE SOUTHERLY LINE OF TELEGRAPH ROAD (80.00 FEET WIDE), AS SHOWN ON SAID TRACT NO. 17977; THENCE SOUTH 89°45’35” WEST 60.00 FEET ALONG SAID EASTERLY PROLONGATION TO THE POINT OF BEGINNING.

ALSO EXCEPTING AND RESERVING UNTO SANTA FE ENERGY COMPANY, ITS

SUCCESSORS OR ASSIGNS, ALL MINERALS WHATSOEVER, PETROLEUM, OIL,

ASPHALTUM, GAS AND/OR HYDROCARBON SUBSTANCES, INCLUDING, BUT

NOT LIMITED TO, HELIUM AND CARBON DIOXIDE, WITHIN OR UNDERLYING THE HERETOFORE DESCRIBED REAL PROPERTY, AT A DEPTH OF MORE THAN 500

FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT OF PROSPECTING,

DRILLING, REDRILLING, MINING, PRODUCING AND/OR REMOVING THE SAME THEREFROM AND THEREUNDER; PROVIDED THAT EXCEPT AS SET FORTH IN THAT CERTAIN MINERAL RESERVATION AGREEMENT DATED DECEMBER 27, 1989, AND RECORDED DECEMBER 28, 1989 AS INSTRUMENT NO. 89-2087140 OF

OFFICIAL RECORDS, IN THE LOS ANGELES COUNTY RECORDER'S OFFICE,

SANTA FE ENERGY COMPANY, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE

NO RIGHT OF SURFACE ENTRY NOR RIGHT TO DISTURB THE SURFACE OF

SAID REAL PROPERTY NOR OTHER RIGHT TO ENTER AT ANY POINT ON SAID REAL PROPERTY WITHIN 500 FEET BELOW THE SURFACE THEREOF FOR ANY

PURPOSE, WHETHER TO EXPLORE, TO EXTRACT AND/OR REMOVE SAID OIL, GAS AND/OR HYDROCARBON OR MINERAL SUBSTANCES OR OTHERWISE.

PARCEL 2:

Exhibit A
-21-
LOTS 8, 9, 10 AND 11 IN BLOCK 52 OF THE TOWNSITE OF SANTA FE SPRINGS,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 26, PAGE 37 OF MISCELLANEOUS RECORDS OF SAID COUNTY.

RESERVING THEREFROM ALL RIGHTS TO OIL, GAS, AND HYDROCARBON

SUBSTANCES AND MINERALS OF EVERY KIND AND CHARACTER LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE SURFACE, TOGETHER WITH THE

RIGHT TO DRILL INTO, THROUGH, AND TO USE THE PROPERTY FOR ANY AND

ALL PURPOSES INCIDENTAL TO THE EXPLORATION FOR AND PRODUCTION OF

OIL, GAS, HYDROCARBON SUBSTANCES, MINERALS, OR OTHER EXTRACTABLE SUBSTANCES (“OIL AND GAS PRODUCTION ACTIVITIES”) FROM THE PROPERTY

IN ACCORDANCE WITH EXISTING OIL AND GAS PRODUCTION ACTIVITIES AGREEMENTS. ANY PAYMENTS, RENTS, ROYALTIES, OR OTHER MONIES PAID

UNDER ANY EXISTING BONAFIDE LEGAL LEASE AGREEMENT(S) SHALL BE THE

SOLE PROPERTY OF GRANTOR, AS RESERVED IN DEED RECORDED
SEPTEMBER 20, 2006 AS INSTRUMENT NO. 06-2089172 OF OFFICIAL RECORDS.

PARCEL 3:

LOTS 12 AND 13 IN BLOCK 52 OF SANTA FE SPRINGS, IN THE CITY OF SANTA FE

SPRINGS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 26, PAGE 37 OF MISCELLANEOUS RECORDS OF SAID COUNTY.

EXCEPT THEREFROM ANY MINERALS, OIL, GAS AND OTHER HYDROCARBON SUBSTANCES ON AND UNDER THE PROPERTY OF MORE THAN 500 FEET

BELOW THE SURFACE, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN A DEED RECORDED DECEMBER 30, 2005 AS INSTRUMENT NO. 05-3231892 OF OFFICIAL RECORDS.

PARCEL 4:

LOTS 1 THROUGH 26, INCLUSIVE, IN BLOCK 53 OF TOWNSITE OF SANTA FE

SPRINGS, IN THE CITY OF SANTA FE SPRINGS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 26, PAGE 37 ET SEQ.

OF MISCELLANEOUS RECORDS OF SAID COUNTY.

APN: 8011-018-900; 8011-018-901; 8011-018-902; 8011-018-903; 8011-018-904; 8011-018-905; 8011-018-906; 8011-019-911
[end of legal description
Exhibit B

EXHIBIT B
Legal Description of MC&C IV Site
[attached]
Exhibit B

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA

FE SPRINGS, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
(APNS 8011-003-955 THROUGH 979, 8011-002-901 THROUGH 903) PARCEL 1:

LOTS 1, 2, 3, 4, 5, 6, 29 AND 30 IN BLOCK 46 OF SANTA FE SPRINGS, IN THE CITY

OF SANTA FE SPRINGS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 26 PAGES 37 TO 40 INCLUSIVE OF

MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF

SAID COUNTY, TOGETHER WITH THAT PORTION OF THE EAST HALF OF VACATED ALLEY ADJOINING SAID LOTS 1, 2, 3, 4, 5 AND 6 ON THE WEST AND

THAT PORTION OF THE WEST HALF OF THE VACATED ALLEY ADJOINING SAID LOTS 29 AND 30 ON THE EAST, TOGETHER WITH THAT PORTION OF THE SOUTH HALF OF FIRST STREET ADJOINING SAID LOTS 1 AND 30 ON THE NORTH.

EXCEPT FROM SAID LOTS 1, 5 AND 6, ALL OIL, GAS, MINERAL AND OTHER

HYDROCARBON SUBSTANCES IN, ON AND UNDER SAID LAND AS SET OUT IN THAT CERTAIN GRANT DEED, RECORDED MARCH 4, 1980 AS INSTRUMENT NO. 80-216991, OF OFFICIAL RECORDS OF LOS ANGELES COUNTY.

ALSO EXCEPT FROM SAID LOT 29, ALL CRUDE OIL, PETROLEUM, GAS, BREA,

ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS UNDER AND IN SAID LAND, LYING BELOW A DEPTH OF 500 FEET FROM THE SURFACE THEREOF, IN FAVOR OF LEON BEAUMON, BY DEED RECORDED FEBRUARY 9, 1981 AS INSTRUMENT NO. 81-144399, OF OFFICIAL RECORDS.

ALSO EXCEPTING AND RESERVING UNTO SANTA FE ENERGY COMPANY, ITS

SUCCESSORS OR ASSIGNS, ALL MINERALS WHATSOEVER, PETROLEUM, OIL,

ASPHALTUM, GAS AND/OR HYDROCARBON SUBSTANCES, INCLUDING, BUT

NOT LIMITED TO, HELIUM AND CARBON DIOXIDE, WITHIN OR UNDERLYING THE HERETOFORE DESCRIBED REAL PROPERTY, AT A DEPTH OF MORE THAN 500

FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT OF PROSPECTING,

OFFICIAL RECORDS, IN THE LOS ANGELES COUNTY RECORDER'S OFFICE,

SANTA FE ENERGY COMPANY, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE

NO-RIGHT OF SURFACE ENTRY NOR RIGHT TO DISTURB THE SURFACE OF

SAID REAL PROPERTY NOR OTHER RIGHT TO ENTER AT ANY POINT ON SAID REAL PROPERTY WITHIN 500 FEET BELOW THE SURFACE THEREOF FOR ANY Exhibit B

PURPOSE, WHETHER TO EXPLORE, TO EXTRACT AND/OR REMOVE SAID OIL, GAS AND/OR HYDROCARBON OR MINERAL SUBSTANCES OR OTHERWISE.

PARCEL 2:

LOTS 18, 19, 20, 21, 22, 23, 24 AND 25 OF TRACT NO. 17977, IN THE CITY OF

SANTA FE SPRINGS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 549 PAGES 21, 22 AND 23 OF MAPS, IN THE

OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THE NORTH HALF OF FIRST STREET, ADJOINING SAID LOTS 22, 24 AND 25 ON THE SOUTH; TOGETHER WITH THE SOUTH HALF OF FIRST STREET, ADJOINING SAID LOT 20 ON THE NORTH; TOGETHER WITH THE 20.00 FOOT ALLEY, ADJOINING SAID LOT 22 ON THE EAST; TOGETHER WITH THE 20.00 FOOT ALLEY, ADJOINING SAID LOT 25 ON THE WEST; TOGETHER WITH THE 20.00 FOOT ALLEY, ADJOINING SAID LOT 23 ON THE SOUTH; TOGETHER WITH THE

20.00 FOOT ALLEY, ADJOINING. SAID LOT 19 ON THE NORTH; TOGETHER WITH THE EAST HALF OF THE 20.00 FOOT ALLEY, ADJOINING SAID LOTS 19 AND 20 ON THE WEST; TOGETHER WITH THE WEST HALF OF THE 20.00 FOOT ALLEY, ADJOINING SAID LOT 21 ON THE EAST; TOGETHER WITH THE WEST HALF OF THE 20.00 FOOT ALLEY, ADJOINING SAID LOTS 19 AND 20 ON THE EAST AND THE EAST HALF OF A 20.00 FOOT ALLEY, ADJOINING SAID LOT 18 ON THE WEST.

ALSO EXCEPTING AND RESERVING UNTO SANTA FE ENERGY COMPANY, ITS

SUCCESSORS OR ASSIGNS, ALL MINERAL WHATSOEVER, PETROLEUM, OIL,

ASPHALTUM, GAS AND/OR HYDROCARBON SUBSTANCES, INCLUDING, BUT NOT

LIMITED TO, HELIUM AND CARBON DIOXIDE, WITHIN OR UNDERLYING THE HERETOFORE DESCRIBED REAL PROPERTY, AT A DEPTH OF MORE THAN 500

FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT OF PROSPECTING,

OFFICIAL RECORDS, IN THE LOS ANGELES COUNTY RECORDER'S OFFICE,

SANTA FE ENERGY COMPANY, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE NO

RIGHT OF SURFACE ENTRY NOR RIGHT TO DISTURB THE SURFACE OF SAID

REAL PROPERTY NOR OTHER RIGHT TO ENTER AT ANY POINT ON SAID REAL PROPERTY WITHIN 500 FEET BELOW THE SURFACE THEREOF FOR ANY

PURPOSE, WHETHER TO EXPLORE, TO EXTRACT AND/OR REMOVE SAID OIL, GAS AND/OR HYDROCARBON OR MINERAL SUBSTANCES OR OTHERWISE.

PARCEL 3:

LOTS 7, 8, 9, 10 AND 11 OF TRACT NO. 5326, IN THE CITY OF SANTA FE SPRINGS,

COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 58 PAGES 56 AND 57 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

Exhibit B
EXCEPT FROM SAID LOTS 8 AND 11, ALL OIL, GAS, MINERAL AND OTHER

HYDROCARBON SUBSTANCES IN, ON AND UNDER SAID LAND, AS SET OUT IN THAT CERTAIN GRANT DEED, RECORDED MARCH 4, 1980 AS INSTRUMENT NO. 80-216991, OF OFFICIAL RECORDS.

ALSO EXCEPTING AND RESERVING UNTO SANTA FE ENERGY COMPANY, ITS

SUCCESSORS OR ASSIGNS, ALL MINERALS WHATSOEVER, PETROLEUM, OIL,

ASPHALTUM, GAS AN/OR HYDROCARBON SUBSTANCES, INCLUDING, BUT NOT

LIMITED TO, HELIUM AND CARBON DIOXIDE, WITHIN OR UNDERLYING THE HERETOFORE DESCRIBED REAL PROPERTY, AT A DEPTH OF MORE THAN 500

FEET BELOW THE SURFACE, TOGETHER WITH THE RIGHT OF PROSPECTING,

OFFICIAL RECORDS, IN THE LOS ANGELES COUNTY RECORDER'S OFFICE,

SANTA FE ENERGY COMPANY, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE NO

RIGHT OF SURFACE ENTRY NOR RIGHT TO DISTURB THE SURFACE OF SAID

REAL PROPERTY NOR OTHER RIGHT TO ENTER AT ANY POINT ON SAID REAL PROPERTY WITHIN 500 FEET BELOW THE SURFACE THEREOF FOR ANY

PURPOSE, WHETHER TO EXPLORE, TO EXTRACT AND/OR REMOVE SAID OIL, GAS AND/OR HYDROCARBON OR MINERAL SUBSTANCES OR OTHERWISE.

PARCEL 4:

THAT PORTION OF ROMANDEL AVENUE, 60 FEET WIDE, IN THE CITY OF SANTA FE SPRINGS, COUNTY OF LOS ANGELES; STATE OF CALIFORNIA, AS SHOWN ON MAP OF TRACT NO. 17977, AS PER MAP RECORDED IN BOOK 549 PAGES 21 TO 23 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING BETWEEN THE SOUTHERLY BOUNDARY LINE. OF THE LINE OF THE LAND DESCRIBED AS PARCEL XIII IN EXHIBIT “A” OF THAT CERTAIN RESOLUTION NO. 4243, RECORDED JULY 18, 1979 AS INSTRUMENT NO. 79- 788602, OF OFFICIAL RECORDS OF SAID COUNTY, AND THE WESTERLY PROLONGATION OF A LINE PARALLEL WITH AND DISTANT NORTHERLY 30 FEET, MEASURED AT RIGHT ANGLES FROM THE NORTHERLY LINE OF LOT 22 OF SAID TRACT NO. 17977.

EXCEPT FROM A PORTION OF SAID LAND, ALL CRUDE OIL, PETROLEUM, GAS,

BREA, ASPHALTUM AND ALL KINDRED SUBSTANCES AND OTHER MINERALS UNDER AND IN SAID. LAND, LYING BELOW A DEPTH OF 500 FEET FROM THE

SURFACE THEREOF, IN FAVOR OF LEON BEAUMON, BY DEED RECORDED MARCH 17, 1980 AS INSTRUMENT NO. 80-265102, OF OFFICIAL RECORDS.

ALSO EXCEPTING AND RESERVING UNTO SANTA FE ENERGY COMPANY, ITS

SUCCESSORS OR ASSIGNS, ALL MINERALS WHATSOEVER, PETROLEUM, OIL,

ASPHALTUM, GAS AND/OR HYDROCARBON SUBSTANCES, INCLUDING, BUT NOT

LIMITED TO, HELIUM AND CARBON DIOXIDE, WITHIN OR UNDERLYING THE Exhibit B
HERETOFORE DESCRIBED REAL PROPERTY, AT A DEPTH OF MORE THAN 500

FEET BELOW THE SURFACE TOGETHER WITH THE RIGHT OF PROSPECTING,

OFFICIAL RECORDS, IN THE LOS ANGELES COUNTY RECORDER'S OFFICE,

SANTA FE ENERGY COMPANY, ITS SUCCESSORS OR ASSIGNS, SHALL HAVE NO

RIGHT OF SURFACE ENTRY NOR RIGHT TO DISTURB THE SURFACE OF SAID

REAL PROPERTY NOR OTHER RIGHT TO ENTER AT ANY POINT ON SAID REAL PROPERTY WITHIN 500 FEET BELOW THE SURFACE THEREOF FOR ANY

PURPOSE, WHETHER TO EXPLORE, TO EXTRACT AND/OR REMOVE SAID OIL, GAS AND/OR HYDROCARBON OR MINERAL SUBSTANCES OR OTHERWISE.

APN: 8011-003-955 thru 8011-003-979, 8011-002-023, 901, 902, 903 [end of legal description]
Exhibit C

EXHIBIT C
General Depiction and Location of the Sites
[end of exhibits]

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Cuong Nguyen, Director Community Development
SUBJECT:

APPROVAL OF AN EXCLUSIVE NEGOTIATION AGREEMENT WITH DUAL FLAG HOTELS LLC

FOR THE PROPOSED DEVELOPMENT AND OPERATION OF A DUAL-BRAND MARRIOT HOTEL
DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Approve the Exclusive Negotiation Agreement (ENA) between the City of Santa Fe Springs and Dual Flag Hotels LLC (DFH) for the proposed development and operation of a dual-brand Courtyard by Marriott and Residence Inn by Marriott hotel at 12131 Telegraph Road;

2. Authorize the City Manager to execute the ENA in substantially the form presented, with such minor modifications as approved by the City Attorney; and

3. Take such additional, related action that may be desirable.

FISCAL IMPACT
There is no fiscal impact with approval of this item.

BACKGROUND
The City owns the property located at 12131 Telegraph Road, Santa Fe Springs, California, identified as Assessor’s Parcel Number 8005-012-031.

ANALYSIS
The ENA provides a 120-day period for the City and DFH to negotiate the agreements necessary to govern the proposed hotel facility and the relationship between the parties.

During the negotiation period, the City will not negotiate with another hotel developer for the same site, provided DFH complies with the ENA requirements.

The ENA does not obligate the City to enter into any future agreement or grant DFH any right to develop the site.

Any future project, financing, construction, property, management, or operating agreements would require separate City Council approval before becoming effective.

The Hotel Development, Project Management, Operations, Management and Maintenance Agreement and Construction Contract submitted by DFH are preliminary negotiating documents. Staff, the City Attorney, bond counsel, financial advisors, and other consultants will continue reviewing the proposed project structure during the ENA period.

If negotiations are successful, staff will return to the City Council with the proposed final agreements for consideration.

ENVIRONMENTAL
Approval of the ENA is not a project under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15378, as it is an administrative action that will not result in direct or indirect physical changes in the environment.

DISCUSSION
The City desires to enter into exclusive negotiations with DFH for the potential development of a premium dualbrand hotel facility on the site. The proposed project would include hotel franchise procurement, design, planning, construction and project management, as well as ongoing hotel operations, management and maintenance.

The current project concept includes approximately 280 rooms, a seven-story hotel, a two-level structured parking podium, approximately 223 parking spaces, and related hotel amenities. DFH may use its affiliate, Maverick Hospitality Inc., for certain development and project-management functions.

SUMMARY/NEXT STEPS
Approval of the ENA will begin a focused, time-limited negotiation process with DFH.

During the ENA period, staff will:

Negotiate the project, financing, development, construction, and operating terms; Complete legal, financial, site, and project due diligence; and Return to the City Council with the proposed final agreements for consideration ATTACHMENT(S):

1. Exclusive Negotiation Agreement with Dual Flag Hotels LLC.

Attachments
Attachment A-ENA.pdf
1 CITY OF Santa Fe Springs

LETTER OF INTENT AND EXCLUSIVE NEGOTIATION AGREEMENT
WITH DUAL Flags HOTEL LLC
THIS LETTER OF INTENT AND EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is dated as of July 01, 2026 for reference purposes only, and is entered into by and between the City of Santa Fe Springs, a California municipal corporation (“City”) and Dual Flag Hotels llc, a limited liability company (“DFH”). The City and DFH are sometimes referred to in this Agreement individually as a “Party” and, collectively, as the “Parties.” This Agreement is entered into by the Parties with reference to the following recited facts (each, a “Recital”):

RECITALS
WHEREAS, the City presently owns certain real property (the “Site”) as more particularly described in Exhibit “A” attached hereto located in the City of Santa Fe Springs at 12131 Telegraph Road, Santa Fe Springs, CA 90670. The City desires to have two Marriott or Hilton hotels in Santa Fe Springs on one little utilized property. DFH is a unique “turn key” hospitality company with a passionate dedicated performance driven team that’s brother sister companies have multiple hotel franchises and can provide the City the best hotels in a dual brand Marriott or dual brand Hilton. The DFH Team has worked closely together over many years on a number of hospitality projects from design, planning, project management, building, operating, managing and maintaining and offers the City a complete and comprehensive “turn key” dual brand hotel project in the City’s choice of either Marriott or Hilton dual brands. DFH has already secured each and awaits the City decision to move forward before contracting and paying for one of the two major worldwide hotel companies.

WHEREAS, The City desires to enter into an exclusive negotiation with DFH to effect the development of a premium dual brand hotel facility on the Site, along with the procurement of Marriott or Hilton Franchises (two for dual branding) at City choice, and the design, planning, all specifications, construction and overall project management, complete “turn key” operations and on going management, maintenance, renewal and replacement for the hotel facility (collectively, the “Project”). It is contemplated that the premium hotel facility will be approximately 250 to 275 rooms including a restaurant and bar, market, event space, boardroom, swimming pool, gym guest laundry and all the back of the house needs and requirements (the “Hotel Facility”), as generally depicted in the conceptual site plan attached to this Agreement as Exhibit “B” and incorporated into this Agreement by this reference; and
WHEREAS, the City of Santa FE Springs has no expertise or experience with respect to creating, designing, developing, project managing, hiring, training, operating and qualifying and managing and maintaining two premier International Hotel brands, providing two major franchises, operating, managing and maintaining the Hotel Facility; and WHEREAS, the City desires a turnkey hotel project on the Site from experienced business ownership with quality construction, development and total hotel operations, management, 2 hotel room sales services, food and beverage for the Hotel Facility with an ongoing business plan for the success of the operation. These services should provide competent and sound design, development, project management, fiscal hotel management, quality hotel services with an emphasis on maximizing revenues, minimizing expenses and developing a positive marketing and sales program for the enhancement of the reputation and image of not only the Hotel Facility, but the greater City of Santa Fe Springs; and WHEREAS, DFH team is in the business of developing and managing similar hotel facilities such as the services and facilities described herein with the knowledge and skill necessary to provide the quality and level of services which the City desires. DFH also will hire local when possible within the community and train its team members in hospitality to provide more community spirit and support.

WHEREAS, it is the intent for the City and DFH to negotiate potential agreements to achieve the Project, including its design, construction, project management, operation (hereinafter the “Project Agreements”). This Agreement is designed to provide a period of time for City and DFH to negotiate such Project Agreements that would govern the Hotel Facility and the relationship between the parties.

WHEREAS, as more fully set forth below, this Agreement does not obligate City to enter into such Project Agreements or to convey the Site or to grant any right to develop the Site.

Any potential agreements will be ineffective without City Council approval.

NOW THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY AND

DFH RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE

CITY AND DFH, AS SET FORTH IN THIS AGREEMENT, DFH AND THE CITY AGREE, AS FOLLOWS:

1. Acknowledgements.
a. DFH acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City nor an acceptance by the City of any offer or proposal from DFH to acquire any interest in property or to convey any interest in the Site to DFH. DFH acknowledges that the site is subject to the State of California Surplus Land Act and has preliminary hotel approval or that the City shall obtain all the approvals as necessary for the hotel project. DFH understands and agrees that the City reserves the right to exercise its discretion as to all matters which the City is by law entitled or required to exercise such discretion, including but not limited to, entitlements or permits for the development of the Property and adoption of any amendments to policy documents (including the General Plan or Specific Plan). In addition, DFH understands and agrees that the entitlements and other documents shall be subject to and brought to the City, as appropriate, for consideration in accordance with applicable legal requirements, including laws related to notice, public hearings, due process, and the California Environmental Quality Act. The City has represented and acknowledged that the Site is pre-approved through the State of California with regards to the Surplus Land Act which DFH is relying upon as fact. The City acknowledges that any studies, renderings, site 3 plans, drawings, engineering, analyses or other evaluations relating to the Site or the Project undertaken by DFH are proprietary to DFH and DFH’s consultants and that the City shall not acquire any right to distribute or use such matter by virtue of the terms of this Agreement, subject to any required disclosure of such matter pursuant to law, regulation or executive, administrative or court order. b. Assignment of Agreement.
i. The qualifications and identity of DFH, its principal, and associates of the principal thereof is of interest to the City. It is because of these qualifications and identity that the City has entered into this Agreement with DFH. In light of this, DFH shall be limited in the assignment of this Agreement. During the term of this Agreement, DFH shall have the ability to assign, fractionalize membership interest of the LLC, procure and hold the Marriott or Hilton Franchises ( at City choice) in another LLC, or transfer all or any part of this Agreement or any rights in or under this Agreement to any party and/or team members associated with or controlled by the DFH. Any changes in ownership other than an estate succession shall be submitted to the City for approval and said approval shall not be unreasonably withheld within 30 days.

2. Term of Agreement.

The rights and duties of the City and DFH established by this agreement shall commence on the first date on which all of the following have occurred: (1) execution of this Agreement by the authorized representative of DFH, (2) approval of this Agreement by the governing body of the City, (3) execution of this Agreement by the authorized representative(s) of the City (the “Effective Date”). Commencing on the Effective Date, DFH and City shall have one hundred and twenty (120) days (the “Exclusive Negotiation Period”) to engage in exclusive negotiation of the Project Agreements for the development of a Hotel Facility on the Site that would govern the Hotel Facility and the relationship between the parties.

3. Expiration of Agreement.

This Agreement shall automatically expire and be of no further force or effect at the end of the Exclusive Negotiation Period and any extended time that is mutually agreed to.

4. Future Potential Agreements.
a. City and DFH agree that during the Exclusive Negotiation Period, the Parties will negotiate in good faith regarding potential items related to the Hotel Facility and its management thereof, including the following which are listed here merely as potential topics for future negotiation:
i. City shall designate and appoint DFH as its agent with the authority to design and develop the project and business, provide the Hotel Franchises with the Branding and Flags as selected by City, manage, operate, market, promote and maintain the Hotel Facility during the length of the Project Agreements and DFH accepts such 4 designation. DFH and City shall work together in a good faith manner to maximize the City’s profitability on the Hotel Facility;
ii. DFH shall provide and maintain adequate books of record in accordance with generally accepted accounting principles, of which the City shall have full access for up to seven (7) years, and DFH shall provide a daily report via email to the City Manager, and Director of Finance along with a monthly Profit and Loss Statement and Balance Sheet within thirty (30) days of month end, along with unaudited yearly reports within sixty (60) days of the end of the calendar year. Additionally, DFH shall submit a budget to the City annually for the Hotel Facility by October 31st of each year for informational purposes. All accounting work, daily work, supervision and oversight shall be conducted by accountant, Controller, and verified by CFO which shall be considered operating expenses of the Hotel Facility; iii. DFH shall be responsible for the collection of revenues generated by the Hotel Facility, which shall be deposited into an FDIC insured institution of DFH’s selection (“Operating Account”). DFH shall be authorized to make distributions from the Operating Account to pay all operating expenses prior to transferring all sums in excess of an agreed upon fixed sum monthly minimum balance into a City Trust/Bond account for the Hotel Facility. Additionally, there shall be a separate Trust account for Renewal and Replacement (“R&R”), which shall be initially set at six percent (6%) of gross revenues generated by the Hotel Facility, for the purposes of any repairs and capital improvement projects deemed by DFH to be outside of the scope of normal monthly operating expenses. Such percentage shall be adjusted by DFH based on R&R needs and business conditions, with the intent to ensure City has no necessity to contribute any funds of their own from the General Fund. Such Trust accounts, which will operate and adhere to procedures set forth in the Bond Indenture, shall always be accessible for viewing and communication with the Trustee by DFH and City regarding any and all DFH and/or deposits, receipts, withdrawals and payments into the accounts by DFH or out of the accounts by City and Trustee;

5. Obligations of DFH.
a. During the Negotiation Period, DFH shall proceed diligently and in good faith to:
i. Develop and present to City staff and the City governing body, for review, all of the following:

1. Any proposed renderings and video for the Project on the Site;

2. Proposed schematic drawings by a licensed architect for the Project on the Site;

3. Proposed room layouts, room count, square footages, floor count, and overall layout, all completed by a licensed architect for the Project on the Site; 5 1-3 DFH is already partially complete and working on 6a. items 1-3 above and with execution of this document 4-6 will begin.

4. Preliminary financial feasibility study by CBRE Hotels and DFH. Completed bondable financial feasibility report by CBRE Hotels and the City for bonding, demonstrating the feasibility of the Hotel Project for the City, including but not limited to the projected revenues, expenditures, repair and maintenance, and City income from the Project on the Site;

5. Proposed time schedule and projected cost estimates for the development of the Project on the Site;

6. Proposed detailed list of qualifications for the General Contractor with regards to the Public Bid for the construction of the Project on the Site;

7. Proposed Construction Contract;

8. Project Development and Construction Oversight Team with Construction Management Contract between City and DFH.
ii. Additional Obligations of DFH:

1. Keep the City advised on the progress of DFH in completing its obligations under this Agreement, on a regular basis or as requested by City Administration.

6. DFH To Pay All Costs and Expenses.

All fees and expenses for third party professionals retained by DFH to perform DFH’s obligations under this Agreement shall be the sole responsibility of DFH. The City shall be obligated to reimburse any costs or fees incurred by DFH in performance of any of the obligations of DFH under this Agreement once a DPMOMMA is entered into between the City and DFH in the near future, all costs, expenses, reimbursements, and fees shall be covered for reimbursement by City in the DPMOMMA.

7. City Not To Negotiate With Others.

Following the Effective Date of this Agreement and until this Agreement terminates; the City shall not negotiate with any other person and/or entity regarding the development of the Site. The term “negotiate”, as used in this Agreement, shall mean legally accepting (not just receiving) an offer from a third party to acquire or develop the Site or procure a Hotel Franchise or manage a Hotel Franchise for the Site with third parties.

8. City Cooperation.

Following the Effective Date of this Agreement and until this Agreement results in the Project Agreements as provided the City shall exercise its reasonable efforts to:
a. Select Marriott or Hilton and the dual brand franchises the City prefers DFH to procure. 6 b. Cooperate with DFH in supplying appropriate information to facilitate the planning and/or development of the Site. The City shall also cooperate with DFH’s professional consultants, associates and third party firms in providing them with information and assistance reasonably within the capacity of the City to provide in connection with the preparation of the Site and/or the development of the Site, pursuant to this Agreement or as required by state or local laws and regulations.
c. Provide appropriate comments and go forward decisions to DFH with respect to one or more conceptual development plans and work together in a mutually beneficial manner for the benefit of the City in the stages of development to expedite the project.

9. Negotiation of the Project Agreements.

During the Negotiation Period, the City and DFH shall negotiate diligently and in good faith to prepare and enter into the Project Agreements. Both the City and DFH shall exercise reasonable good- faith efforts to complete discussions relating to the final terms and conditions of the Project Agreements and such other matters, as may be mutually acceptable to both the City and DFH, in their respective, individual, sole and absolute discretion.

10. Planning and Design Related Acknowledgments of the Parties.

Certain development standards and design controls for the Project are established between Marriott or Hilton and some may be by DFH and City; and, also between City and DFH in the the Project Agreements.

11. Confidentiality.

DFH and City acknowledge that each may be requested to make certain disclosures to the other, its staff or legal counsel as a part of the process. City and DFH recognize that such disclosures may contain sensitive information. DFH acknowledges that City is a public entity with a responsibility, and in many cases, legal obligation to conduct its business in a manner open and available to the public. Accordingly, any information provided by DFH to City with respect to the Site, the Project or DFH may be disclosed to the public either purposely or as a result of a public demand or order, but only as required by law. With respect to any information provided that DFH reasonably deems and identifies in writing as proprietary and confidential in nature, City agrees to exercise its best efforts to keep such information confidential. In addition, it City determines that it is required under applicable law to disclose any information identified by DFH as proprietary and confidential in nature, City shall notify DFH at least five (5) business days before disclosure of such information which will provide DFH the opportunity to seek a protective order preventing such disclosure.

12. No Interest in Property Acquired from the City or DFH.

DFH acknowledges and agrees that it has not acquired and will not acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the 7 City. The City shall own all real and personal property. What is negotiated in this document is a Management Agreement and City agrees that there shall be no leasehold interest or personal interest established by said Agreement.

13. Nondiscrimination.

DFH shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement.

14. Required Approvals.

No Project Agreements between City and DFH shall have any force or effect until it has been considered and approved by the governing body of the City, following the conclusion of any required notice and public hearing, in accordance with applicable law.

15. Press Releases.

DFH agrees to obtain the approval of the City Manager or his designee for any press release DFH may propose relating to this Project or Agreement, prior to publication.

Similarly, City agrees to obtain the approval of DFH for any press release the City may propose relating to this Project or Agreement, prior to publication.

16. Notice.

All notices under this Agreement shall be presented in person, by nationally recognized overnight delivery service, express delivery service which maintains delivery records, or by First Class certified or registered United States mail with return receipt requested. Notice shall be deemed confirmed by United States mail effective the second business day after deposit with the United States Postal Service. Notice by personal service or nationally recognized overnight delivery service or express delivery service which maintains delivery records shall be deemed effective upon delivery. Either party may change its address for receipt of notice by notifying the other party in writing.

TO DFH: Dual Flag Hotels LLC, Brad Perrin Managing Member, 888 Bella Verde Drive Montebello CA 90640
TO CITY: City of Santa Fe Springs, Rene Bobadilla City Manager, 11710 Telegraph Rd Santa Fe Springs CA 90670

17. Counterpart Originals.

This Agreement may be signed by the City and DFH in counterparts, all of which together shall constitute a single Agreement.

18. Implementation of Agreement.

The City shall implement this Agreement through its City Manager. The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into amendments 8 to this Agreement on behalf of the City so long as such actions do not materially or substantially change the uses or concept of the Project or the Agreement. Such interpretations, waivers and/ or amendments may include extensions of time to perform. All other materials and/or substantive interpretations, waivers or amendments shall require consideration, action and written consent of the City and/or City Council.

19. Severability.

Any provision of this Agreement decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of this Agreement.

20. Indemnification of DFH.

City shall indemnify DBH its officers, directors, agents, members and employees (the "DFH Indemnified Parties") from and against any threatened, pending or completed actions, suits or proceedings, whether civil, administrative or investigative, in connection with the services provided for the City pursuant to this Agreement. To the extent such actions, suits or proceedings arise from an event covered by insurance purchased on or behalf of the Project, the DFH Indemnified Parties shall seek recovery from insurance prior to seeking indemnification from the City, provided that in such event, the DFH Indemnified Parties will be indemnified for the expense of any applicable insurance deductible. To the extent such actions, suits or proceedings arise from an event which is not covered by insurance, City's indemnity shall include reimbursing the DFH Indemnified Parties for expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by an DFH Indemnified Party in connection with such action, suit or proceeding. This Section will not apply if the actions of the DFH Indemnified Parties constituted negligence or misconduct, unless such action was directed by the City.

21. Indemnification of City.

DFH shall defend, indemnify and hold harmless the City its officers, agents, employees, representatives, and volunteers (the “City Indemnified Parties”) from and against any loss, liability, claim or judgment relating in any manner to the conduct or actions of DFH. In instances where the City is shown to have been actively negligent and where DFH’s active negligence accounts for only a percentage of the liability involved, the obligation of DFH will be for that portion or percentage of liability not attributable to the active negligence of the City.

CITY OF Santa Fe Springs LETTER OF INTENT AND EXCLUSIVE NEGOTIATION AGREEMENT WITH DUAL FLAG HOTELS llc
IN WITNESS WHEREOF, the City and DFH have executed this Agreement on the dates indicated next to each of their signatures of their Authorized Representatives, as appear below.
9 CITY OF Santa Fe Springs
By: _______________________________
Rene Bobadilla, City Manager
DUAL FlAG HOTELS llc
By: _______________________________
Brad Perrin, Managing Member
Approved as to Form
By: _______________________________
Rick R. Olivarez
City Attorney
Approved as to Form
By: _______________________________
Scott Gilmore, Attorney for DFH
ATTEST
By: _______________________________
Maribel Garcia
City Clerk of Santa Fe Springs

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Julio Morales, Director of Finance
SUBJECT: APPROVAL OF MEASURE SFS PARCEL TAX RATES FOR FISCAL YEAR 2026-27 DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Receive and File Annual Report pertaining to Measures SFS, as required by California Government Code Section 50075.3.

2. Adopt and Approve Measure SFS Parcel Tax Rate for FY 26-27:

Commercial parcels: 7.14 cents per square foot
Industrial parcels: 3.57 cents per square foot
Vacant parcels: 3.57 cents per square foot

FISCAL IMPACT
The City was projected to receive approximately $5.7 million in special parcel tax revenues for FY 25-26. Given an automatic annual escalator of 2.0%, parcel tax revenues are expected to grow by approximately $115,000.

BACKGROUND
On the November 5, 2024 the City Council placed a parcel tax measure on the general election ballot for the purpose of maintaining and repairing roads in Santa Fe Springs, Measure SFS, which passed with a 76.72% approval.

The City Council approved Resolution No. 9923, on July 16, 2024, which added an Ordinance to the City’s Municipal Code establishing the original parcel tax rate for FY 25-26:

Commercial parcels: 7.0 cents per square foot
Industrial parcels: 3.5 cents per square foot
Vacant parcels: 3.5 cents per square foot
The Ordinance further established: an automatic 2.0% annual escalator of the parcel tax rates, commencing in FY 26-27; the exemption of the parcel tax on any property that is solely for residential use; and, established June 1, 2050 as the final date of the parcel tax, unless otherwise renewed or extended.

Parcel Tax Rate for FY 26-27 (automatic annual rate escalator of 2.0%):

Commercial parcels: 7.14 cents per square foot
Industrial parcels: 3.57 cents per square foot
Vacant parcels: 3.57 cents per square foot
On the November 5, 2024 the City Council placed a parcel tax measure on the general election ballot for the purpose of maintaining and repairing roads in Santa Fe Springs, Measure SFS, which passed with a 76.72% approval.

The City Council approved Resolution No. 9923, on July 16, 2024, which added an Ordinance to the City’s Municipal Code establishing the original parcel tax rate for FY 25-26:

Parcel Tax Rate for FY 26-27 (automatic annual rate escalator of 2.0%):

Commercial parcels: 7.14 cents per square foot
Industrial parcels: 3.57 cents per square foot
Vacant parcels: 3.57 cents per square foot

ANALYSIS
As stipulated in the Financing Agreement for 2025 Special Tax Revenue Bonds, the chief fiscal officer of the City is required to submit an annual report to the City Council of the amount collected and expended and a list of authorized projects to be funded with Parcel Tax Revenue Bonds, as required by California Government Code Section 50075.3.

Measure SFS YTD Revenues
FY 25-26 is the first year that the City collected parcel tax revenues. The City of Santa Fe Springs has received $5,486,342 in Measure SFS revenues through May 20, 2026. The monies are deposited in a separate bank account and recorded under Fund 4310.

The City has not received all Measure SFS revenues for FY 25-26. The City will receive two additional payments (July 20 & August 20). Based on historical property tax distribution patterns, the City has received approximately 95% of (projected) Measure SFS revenues through this date (June 20th). We estimate that the City will collect approximately $5.7 million in parcel tax revenues for FY 25-26, as projected. 2025 Special Tax Revenue Bonds
The Santa Fe Springs Public Financing Authority issued $31,810,000 in tax-exempt bonds backed by special tax revenues in May 2025, which mature on June 1, 2050. The bonds deposited $30,000,000 with the Trustee, US Bank, for funding various street improvements.

The City has made three withdrawals from the project fund of the 2025 Measure 2025 Bonds totaling $5,797,976:
1) $194,681, 2) $4,720,272, and $2,163,475, resulting in $24,202,024 that remains in the project fund account held with the bond trustee, US Bank.

Measure SFS CIP
A summary of proposed capital projected to be funded from Measure SFS monies is filed under a separate report dated, July 6, 2026.

ENVIRONMENTAL
N/A

DISCUSSION
Based upon a review of actual parcel tax data provided by the Los Angeles County Assessor, it was discovered that the County reported to total building square footage for each parcel/unit for certain industrial condominiums, resulting in an overstatement of the square footage of 63 parcels (8 buildings) subject to the parcel tax. The following provides a summary of adjustments/corrections made:

Parcels
1,621 to 1,493 Industrial Parcels
128 parcels are reclassified from Industrial to Vacant
235 to 220 Commercial Parcels
15 parcels are reclassified from Commercial to Vacant
Total Number of Parcels (1,860) remain unchanged
Total Square Feet
Total Industrial Square Feet hereby changed from 139,876,767 SF to 131,025,041 SF Includes 7,782,318 SF from 125 parcels are classified as Industrial - Vacant Total Commercial Square Feet hereby changed from 12,823,403 SF to 11,910,869 SF Includes 416,734 SF from 15 parcels are classified as Commercial - Vacant Total Square Feet is hereby changed from 160,893,979 SF to 151,134,962 SF As a result, actual Parcel Tax Revenues available to pay Debt Service be reduced from the estimated $6,080,108 to $5,706,604.

SUMMARY/NEXT STEPS
The revised Parcel Tax Rates will be provided to the County of Los Angeles in August for submittal on the Property Tax roll for FY 26-27.

ATTACHMENT
A. Measure SFS CIP
Attachments
Attachment A - Measure SFS CIP.pdf
No. Street Name From To Construction
Cost
PM/CM/Design
Cost
Total
Cost
SFS0005 (Cluster 4 - Winter 2026)
1 Bloomfield Ave Florence Ave Lakeland Rd $ 621,891 $ 146,144 $ 768,035 2 Carmenita Rd Painter Ave Carmenita Rd 105,007 24,677 129,684 3 Forest St Clark St Florence Ave 337,467 79,305 416,772 4 Greenleaf Ave Barton Rd Los Nietos Rd 407,101 95,669 502,769 5 Greenleaf Ave Ann St Barton Rd 257,840 60,592 318,433 6 Lakeland Rd Bloomfield Ave End 322,775 75,852 398,627 7 Greenleaf Ave Busch Pl Ann St 194,836 45,786 240,622
8 Painter Los Nietos Rd Reis Rd 651,643 153,136 804,780 SFS0005 Subtotal $ 2,898,561 $ 681,162 $ 3,579,723
SFS0006 (Cluster 5 - Summer/Fall 2026)
9 Florence Ave Laurel Ave Carmenita Rd $ 171,350 $ 40,267 $ 211,618 10 Florence Ave Painter Ave Laurel Ave 368,461 86,588 455,049 11 Florence Ave Shoemaker Ave Painter Ave 565,703 132,940 698,644 12 Florence Ave Patterson Pl Shoemaker Ave 477,851 112,295 590,146 13 Florence Ave Romandel Ave Patterson Pl 335,191 78,770 413,961 14 Florence Ave Bloomfield Ave Romandel Ave 452,964 106,447 559,411 SFS0006 Subtotal $ 2,371,522 $ 557,308 $ 2,928,829
SFS0007 (Cluster 1 - Summer 2027)
15 Borate St End (West Cul-De-Sac) Marquardt Ave $ 135,651 $ 31,878 $ 167,529 16 Cambridge St End Carmenita Rd 295,260 69,386 364,646 17 Marquardt Ave Bora Dr Rosecrans Ave 344,383 80,930 425,313 18 Bora Dr End (West Cul-De-Sac) Marquardt Ave 165,937 38,995 204,933 19 Marquardt Ave Borate St End 237,820 55,888 293,708
20 Marquardt Ave Borate St Borate St 53,194 12,501 65,695 21 Marquardt Ave Milroy Pl Borate St 130,515 30,671 161,186 22 Marquardt Ave Rosecrans Ave Milroy Pl 169,313 39,789 209,101 23 Marquardt Ave Bora Dr Rosecrans Ave 344,383 80,930 425,313 24 Marquardt Ave Larwin Cir (Southern End) Bora Dr 112,084 26,340 138,424 25 Marquardt Ave Larwin Cir (Northern End) Larwin Cir 120,678 28,359 149,038 SFS0007 Subtotal $ 2,109,219 $ 495,667 $ 2,604,886
Measure SFS Project Summary
FY 2026-27
Q:\Finance\Budget\FY 2026-27\FY 26-27 Budget Development\Capital Improvement Plan\Measure SFS\SFS summary 6/29/2026 No. Street Name From To Construction
Cost
PM/CM/Design
Cost
Total
Cost
SFS0008 (Cluster 2 - Summer 2027)
26 Anson Ave Borate St Radburn Ave $ 460,091 $ 108,121 $ 568,212 27 Bonavista Ave Gannet St End 169,466 39,825 209,291
28 Borate St Marquardt Ave Anson Ave 183,886 43,213 227,099 29 Borate St Anson Ave Radburn Ave 177,818 41,787 219,606 30 Borate St Radburn Ave End 274,474 64,501 338,975
31 Gannet St Anson Ave Bonavista Ave 313,526 73,679 387,205 32 Gannet St Bonavista Ave Valley View Ave 237,343 55,776 293,118 33 Radburn Ave Borate St Anson Ave 328,091 77,101 405,193 SFS0008 Subtotal $ 2,144,695 $ 504,003 $ 2,648,698
SFS0009 (Cluster 3 - Winter 2028)
34 Chetle Ave Rivera Rd End $ 335,440 $ 78,828 $ 414,269 35 Washington Blvd Appledale Ave End 106,755 25,087 131,842 36 Washington Blvd Secura Way Appledale Ave 112,225 26,373 138,597 37 Sorensen Ave Slauson Ave Burke St 192,664 45,276 237,940 38 Sorensen Ave Burke St Baker Pl 229,139 53,848 282,987 39 Sorensen Ave Baker Pl John St 816,614 191,904 1,008,518 40 Sorensen Ave John St Ann St 272,079 63,939 336,017
41 Sorensen Ave Ann St Ann St 35,789 8,410 44,199
42 Sorensen Ave Ann St Santa Fe Springs Rd 197,612 46,439 244,051 43 Slauson Ave Chetle Ave End 422,539 99,297 521,835
44 Slauson Ave Beasor Dr Chetle Ave 239,519 56,287 295,806 45 Slauson Ave Sorensen Ave Secura Way 541,322 127,211 668,533 46 Slauson Ave Sorensen Ave Secura Way 560,764 131,779 692,543 SFS0009 Subtotal $ 4,062,460 $ 954,678 $ 5,017,138
Active Projects Total $ 13,586,457 $ 3,192,817 $ 16,779,274 Q:\Finance\Budget\FY 2026-27\FY 26-27 Budget Development\Capital Improvement Plan\Measure SFS\SFS summary 6/29/2026 No. Street Name From To Construction
Cost
PM/CM/Design
Cost
Total
Cost
SFS0001 (Cluster 7)
1 Springdale Ave Clark St Florence Ave
2 Wakeman St Sorensen Ave End
3 John St Sorensen Ave Los Nietos Rd
SFS0001 Subtotal $ 1,600,226 $ 220,000 $ 1,820,226
SFS0002 (Cluster 8)
4 Park St Shoemaker Ave End
5 Park St Shoemaker Ave End
6 Pike St Norwalk Blvd End
7 Pike St Norwalk Blvd Pacific St
8 Pike St Pacific St End
9 Marquardt Ave End (Imperial Hwy) Foster Rd
10 Maryton Ave Rosecrans Ave Dinard Ave
11 Dinard Ave Rosecrans Ave Maryton Ave
SFS0002 Subtotal $ 2,142,000 $ 350,000 $ 2,492,000
SFS0003 (Cluster 9)
12 Shoemaker Ave Los Nietos Rd End
13 Broadway Washington Blvd End
14 Shoemaker Ave Los Nietos Rd End
SFS0003 Subtotal $ 1,300,595 $ 235,000 $ 1,535,595
SFS0004 (Cluster 6)
15 Stage Road Rosecrans/Anson Avenue Iseli Road $ 372,001 $ 87,420 $ 459,421 16 Stage Rd Iseli Rd Valley View Ave 530,443 124,654 655,097 17 Iseli Rd Rosecrans Ave Stage Rd 226,721 53,279 280,000 SFS0004 Subtotal $ 1,129,165 $ 265,354 $ 1,394,518
$ 6,171,986 $ 1,070,354 $ 7,242,339
Grand Total $ 19,758,443 $ 4,263,171 $ 24,021,614
Completed Projects
Completed Projects Total
$ 1,600,226 $ 220,000 $ 1,820,226
$ 1,300,595 $ 235,000 $ 1,535,595
$ 2,142,000 $ 350,000 $ 2,492,000
Q:\Finance\Budget\FY 2026-27\FY 26-27 Budget Development\Capital Improvement Plan\Measure SFS\SFS summary 6/29/2026

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Cuong Nguyen, Director Community Development
SUBJECT:

APPROVAL OF A PROPOSED LETTER OF CREDIT AS PART OF AN ECONOMIC

DEVELOPMENT INCENTIVE PACKAGE WITH LEGACY SPORTS COMPLEX, LLC, TO

FACILITATE THE DEVELOPMENT AND OPERATION OF A USA VOLLEYBALL HEADQUARTERS AND INDOOR SPORTS FACILITY AT 10251 SANTA FE SPRINGS ROAD DATE: Tuesday, July 7, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Adopt Resolution No. 10029 approving the proposed use of a letter of credit, in an amount not to exceed $1,500,000, as part of the contemplated economic development incentive package for Legacy Sports Complex, LLC;

2. Authorize staff to negotiate and prepare the form of the letter of credit and related draft agreements and documents, subject to approval as to form by the City Attorney; and

3. Direct staff to return to the City Council for consideration and approval of the final Economic Development Agreement and all related agreements and documents before any City obligation becomes effective.

FISCAL IMPACT
The contemplated economic development incentive package is valued at approximately $2,622,000, consisting of a letter of credit of up to $1.5 million, an upfront payment of up to $750,000 for eligible tenant improvements, up to $250,000 for youth programming over 10 years, and approximately $122,000 in waived permit and related fees.

The letter of credit would be a contingent obligation. Based on preliminary estimates, the project could generate approximately $3.2 million to $5.7 million in City sales tax revenue over the initial 10-year term.

BACKGROUND
Legacy Sports Complex, LLC, has been selected as the proposed operator of the USA Volleyball headquarters and indoor sports facility at 10251 Santa Fe Springs Road. The facility is expected to include more than 20 indoor courts, training and tournament space, a café, and offices. It would host youth volleyball and basketball tournaments and serve USA Volleyball’s men’s and women’s national teams in connection with the Los Angeles 2028 Olympic and Paralympic Games. Legacy Sports is targeting a Fall 2026 opening.

The City Council previously authorized staff to negotiate an incentive package consisting of up to $1.5 million in economic development assistance, an upfront payment of up to $750,000 for tenant improvements, up to $250,000 for youth programming over 10 years, development fee waivers, expedited permitting, and City marketing and outreach support.

During lease negotiations, Legacy advised the City that Centris Telegraph Point, LLC, the property owner, requires a $1.5 million letter of credit as security for Legacy’s lease obligations. Legacy requested that the previously contemplated $1.5 million incentive instead be used for a City-procured letter of credit. The letter of credit would replace, not supplement, the previously contemplated incentive.

The revised package would include:

A letter of credit of up to $1.5 million;
An upfront payment of up to $750,000 for eligible tenant improvements; Up to $250,000 for youth programming, paid at $25,000 annually for 10 years; Waiver of applicable permit, plan-check, conditional use permit, and related fees; Community recreation benefits, including public access to indoor pickleball courts; and A “Stay and Play” requirement to coordinate tournament lodging with Santa Fe Springs hotels, subject to room availability.

The current action would approve the proposed use and form of a letter of credit and authorize preparation of the related documents. It would not authorize an immediately effective letter of credit.

The letter of credit and any reduction in its amount would become effective only after the City Council approves the complete Economic Development Agreement and all applicable letter of credit, reimbursement, security, and related documents. Any reduction may not begin for several months and would remain subject to the conditions established in the final agreements.

ANALYSIS
The facility is anticipated to host approximately 40 to 44 tournament weekends annually, attracting an estimated 4,800 to 5,400 visitors per tournament weekend and approximately 192,000 to 239,000 visitors each year. The project is also expected to create approximately 50 to 100 or more local jobs.

This recurring activity would support Santa Fe Springs lodging, restaurants, retailers, fuel stations, and the overall business community. The “Stay and Play” requirement would further support the local economic impact by directing tournament-related lodging demand to Santa Fe Springs hotels when rooms are available.

Based on preliminary estimates presented to the City Council, tournament visitors could generate approximately $600,000 to $725,000 in spending per tournament weekend. Depending on the amount of spending that occurs outside the City, estimated City sales tax revenue over the initial 10-year term could range from approximately $3.2 million to $5.7 million.

The City’s upfront tenant improvement contribution would assist Legacy Sports in completing the improvements necessary to meet the proposed opening schedule. The youth programming, public pickleball access, and related community commitments would provide direct benefits to Santa Fe Springs residents.

Providing the letter of credit would allow Legacy Sports to preserve capital for construction, equipment, staffing, and operating expenses.

The proposed authorization would allow the City Manager to finalize the agreements while maintaining the financial limits and material terms approved by the City Council.

ENVIRONMENTAL
N/A

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Approval would authorize staff to prepare the proposed letter of credit structure and continue negotiating the complete economic development incentive package.

The final Economic Development Agreement, letter of credit, and all related agreements and documents will return to the City Council for consideration and approval.

No letter of credit obligation, landlord draw right, reduction schedule, or other subsidy obligation will become effective before all required City Council approvals are obtained.

ATTACHMENT(S):

A. Resolution No. 10029
Attachments
Attachment A - Resolution 10029.pdf
APPROVED:

ITEM NO.:

RESOLUTION NO. 10029

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

APPROVING THE PROPOSED USE OF A LETTER OF CREDIT AS PART OF A

CONTEMPLATED ECONOMIC DEVELOPMENT INCENTIVE PACKAGE WITH

LEGACY SPORTS COMPLEX, LLC, AND AUTHORIZING PREPARATION OF

RELATED AGREEMENTS AND DOCUMENTS
WHEREAS, Legacy Sports Complex, LLC ("Legacy") has been selected as the proposed operator of a new USA Volleyball headquarters and indoor sports facility at 10251 Santa Fe Springs Road (the "Project"); and
WHEREAS, the Project is anticipated to include more than 20 indoor courts, training and tournament space, pickleball courts, offices, a cafe, and related uses, and is expected to host youth volleyball and basketball tournaments and support USA Volleyball's men's and women's national teams in connection with the Los Angeles 2028 Olympic and Paralympic Games; and
WHEREAS, the City Council previously authorized staff to negotiate a contemplated economic development incentive package that included up to $1,500,000 in an economic development grant, an upfront payment of up to $750,000 for eligible tenant improvements, up to $250,000 for youth programming over 10 years, permit fee waivers, expedited permitting, and related community benefits; and WHEREAS, during lease negotiations, Legacy advised the City that Centris Telegraph Point, LLC, the property owner, requires a $1,500,000 letter of credit as security for Legacy's lease obligations; and
WHEREAS, Legacy requested that the previously contemplated $1,500,000 economic development incentive grant instead be structured as a city-procured letter of credit, which would replace, and not supplement, that portion of the contemplated incentive package; and
WHEREAS, the City Council desires to approve the proposed use of a letter of credit as a potential component of the contemplated incentive package and to authorize staff to negotiate and prepare the form of the letter of credit and related draft agreements and documents; and
WHEREAS, the City Council does not, by adoption of this Resolution, approve or authorize issuance of an immediately effective letter of credit, approve the complete economic development incentive package, or create any binding subsidy or financial obligation of the City; and
WHEREAS, the final Economic Development Agreement, letter of credit, reimbursement agreement, security documents, and all other applicable agreements and documents must return to the City Council for consideration and final approval before any APPROVED:

ITEM NO.:

RESOLUTION NO. 10029
City obligation, landlord draw right, reduction schedule, or other subsidy obligation becomes effective.

NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS: that the City Council of the City of Santa Fe Springs does hereby resolve as follows:

SECTION 1. The foregoing recitals are true and correct and incorporated herein by reference.

SECTION 2. The City Council approves the proposed use of a letter of credit in an amount not to exceed $1,500,000 as a potential component of the contemplated economic development incentive package for Legacy. The proposed letter of credit would replace, and not supplement, the previously contemplated $1,500,000 economic development assistance.

SECTION 3. City staff is authorized to negotiate and prepare the proposed form of the letter of credit and related draft agreements and documents, including reimbursement, indemnification, security, renewal, replacement, expiration, draw, and reduction provisions, subject to review and approval as to form by the City Attorney.

SECTION 4. This Resolution does not authorize issuance of an immediately effective letter of credit. The letter of credit and any related landlord draw right, reduction schedule, reimbursement obligation, security interest, or other subsidy obligation shall become effective only after the City Council approves the complete Economic Development Agreement and all applicable letter of credit, reimbursement, security, and related agreements and documents.

Any drawdown amount of the letter of credit may not begin for several months after the letter of credit becomes effective and shall remain subject to the conditions and timing established in the final agreements.

SECTION 5. Staff shall return to the City Council for consideration and approval of the final Economic Development Agreement, the final letter of credit, and all related agreements and documents before any City obligation becomes effective.

SECTION 6. The City Council finds that the contemplated Project may advance the City's economic development objectives by generating visitor activity, supporting local hotels, restaurants, retailers, fuel stations, and service businesses, creating employment opportunities, and providing youth programming and community recreation benefits.

The City Council further finds that any final economic development subsidy must be supported by the findings, disclosures, public process, and approvals required by applicable law, including California Government Code section 53083, as applicable.

SECTION 7. The action set forth in this Resolution is categorically exempt from the California Environmental Quality Act (“CEQA”) under the following provisions of the CEQA Guidelines: Section 15301 because it involves existing streets without scenic value; and Section 15061(b)(3), the “general rule” or “common sense” exemption, APPROVED:

ITEM NO.:

RESOLUTION NO. 10029
because there is no possibility that it may have a significant effect upon the environment.

SECTION 8. The City Manager or designee is authorized to execute any related documents and take such further action consistent with and as needed to implement this Resolution on behalf of the City.

SECTION 9. The resolution shall take effect immediately upon its passage by the City Council, and the City Clerk shall attest to and certify the adoption of this Resolution.

PASSED, APPROVED and ADOPTED by the City Council of the City of Santa Fe Springs at a regular meeting on this 7
th day of July 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
_____________________________
Joe Angel Zamora, Mayor
ATTEST:
_________________________
Maribel Garcia, City Clerk

Santa Fe Springs City CouncilJuly 7, 2026

Santa Fe Springs City Council
July 7, 2026