Agenda packet, first session — Santa Fe Springs City Council, September 1, 2026 (part 2 of 2)

TABLE OF CONTENTS
PROJECT SUMMARY 2
PROCEDURES and REQUIREMENTS 3
A. Term of the Agreement 3
B. Scope of Work 3
C. Budget Detail 3
D. Narrative and Financial Reports 4
E. Claim Form and Payment 5
EXHIBIT A: TERMS and CONDITIONS 7
EXHIBIT B: CERTIFICATION of COMPLIANCE FORMS 22
EXHIBIT C: CALIFORNIA LIBRARY LITERACY SERVICES

GUIDELINES
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PROJECT SUMMARY
AWARD AGREEMENT BETWEEN THE STATE LIBRARY and Santa Fe Springs City Library for the California Library Literacy Services project.

AWARD AGREEMENT NUMBER CLLS26-83
This Award Agreement (“Agreement”) is entered into on July 1, 2026, by and between the California State Library (“State Library”) and Santa Fe Springs City Library, (“Grantee”).

This Award Agreement pertains to Grantee’s State-funded California Library Literacy Services project.

The Library Development Services Bureau (“LDS”) of the State Library administers state and federal funds in the form of awards.

The Grantee was selected by the State Library to receive state grant funds in the amount of $25,000 through the process adopted by the State Library in administering such grants.

The State Library and the Grantee, for consideration and under the conditions hereinafter set forth in the Grant Agreement, agree as follows:

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PROCEDURES and REQUIREMENTS
A. Term of the Agreement
The Grant term begins on the date of execution of the Agreement by both parties, until September 30, 2027. If completion of the project occurs prior to the end of the grant period, this will be the end date of the term of this agreement. Grant eligible program expenditures may begin no earlier than the start date. The project period ends on June 30, 2027, and all eligible program costs must be incurred by this date.

B. Scope of Work

1. Grantee agrees to perform all project activities specifically identified in the Grantee’s application and submitted to the State Library in response to the California Library Literacy Services and any additional provisions detailed in the accompanying award letter.

2. The following activities and deliverables to be performed by the Grantee include, but are not limited to the following:
x Maintain and keep records of expenditures related to the grant that are consistent with Generally Acceptable Accounting Practices (GAAP). x Make financial records available to the State Library upon request. x Work with the State Library staff to ensure that funds are disbursed in compliance with the purpose of the grant.
x Prepare and submit required narrative and financial reports. x Procure equipment and other supplies as needed for the project. x Issue contracts for services, personnel, and consultants as needed for the project. Grantees must utilize a contract or agreement when contracting for goods and services, including consultants, or when issuing a subgrant. x If applicable, make payments for services, including for hours worked and travel reimbursements, to consultants and contractors.
x Oversee the implementation of project activities.

C. Budget Detail
The State Library shall provide the Grantee with funding for the expenses incurred in performing the Scope of Work and activities specified in the Grantee’s application. The Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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Grantee shall request the distribution of grant funding consistent with its proposal and the budget worksheet that was included with the application. Under no circumstances shall payments exceed the total grant amount identified in this Agreement.

D. Narrative and Financial Reports

1. The Grantee shall be responsible for submission of interim and final narrative and financial reports on the progress and activities of the project to the California State Library, using the sample report documents provided by the California State Library.

2. All the reports must be current, including all required sections and documents, and must be approved by the Grant Monitor before any payment request can be processed. Failure to comply with the specified reporting requirements may be considered a breach of this Agreement and result in the termination of the Agreement or rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding. Any problems or delays must be reported immediately to the Grant Monitor. The financial reports shall reflect the expenditures made by the Grantee under the Agreement and may be incorporated into the same reporting structure as the narrative reports.

3. The reports shall be submitted by the following dates:

Reporting Period Report Due Date
July 1 – December 31 Mid-Year Report
7/1/2026 – 12/31/2026 Financial Report
January 31, 2027
July 1 – June 30 Final Report
1/1/2027 – 6/30/2027 Financial Report
August 18, 2027
July 1 – September 30 7/1/2027 – 9/30/2027 Financial Report (Optional)
October 15, 2027

4. Failure to submit timely reports with the appropriate documentation by the due date may result in rejection of the payment request and/or forfeiture by the Grantee of claims for costs incurred that might otherwise have been eligible for grant funding.

5. The Grantee agrees to maintain records and support documentation pertaining to the performance of this grant, subject to possible audit for a minimum of five (5) years after final payment date or grant term end date, whichever is later.

Please refer to Exhibit A, Terms and Conditions for more information.

6. In addition to the foregoing, the Grantee shall submit to the State Library such periodic reports, updates, documents and any information as deemed Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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necessary by the State Library to monitor compliance and/or perform program evaluation. Any requested data or information shall be submitted in electronic format on a form specified by the State Library.

7. Reporting instructions are detailed in the report forms which are located within and submitted via the State Library’s grants management system. Reporting instructions are also included in the in the Euna Award Management Instructions on the Manage Your Current Grant webpage.

E. Claim Form and Payment

1. The California State Library shall provide the Grantee payment as outlined in the payment schedule only if all requirements for claiming the funds as outline in this document have been met, and only for those activities and costs specified in the approved award application.

2. The Grantee shall complete, sign, and submit Certification of Compliance form (Exhibit B) and the Financial Claim form (included in your award packet), to the California State Library within 14 days of receiving this award packet. These forms will be issued, signed, and submitted using the online signature and agreement platform, DocuSign, unless DocuSign is unallowable or inconsistent with practices and policies of the local jurisdiction. If the use of DocuSign is not acceptable to your organization, please contact your grant monitor regarding alternate options.

3. Any of the sums appearing under the categories in the approved budget may be adjusted with prior authorization from the California State Library Grant Monitor. This would be to increase the allotment with the understanding that there will be corresponding decreases in the other allotments so that the total amount paid by the California State Library to the Grantee under this Agreement shall not exceed the awarded amount, which shall be expended/encumbered during the grant period.

4. If the payment amount made by the California State Library exceeds the actual expenses incurred during the term of this Agreement, as reflected in the financial reports to be filed by the Grantee, the Grantee shall immediately refund the excess payment amount to the California State Library.

5. The Award payments will only be made to the Grantee. It is the Grantee’s responsibility to pay all contractors and subcontractors for purchased goods and services.

6. The Final Payment of 10% (if applicable) will be withheld and retained by the California State Library until all conditions agreed upon in this Agreement, including submission and grant monitor approval of the interim and final narrative and financial reports, have been satisfied.

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7. Prompt Payment Clause
The California State Library will make payments to the Grantee in accordance with the Prompt Payment Clause under Government Code, section 927, et. seq.

The Grantee may typically expect payment within 45 days from the date a grant payment request is properly submitted and approved by the Grant Monitor.

8. Budget Contingency Clause
a. It is mutually agreed that if the Budget Act of the current fiscal year or any subsequent years covered under this Agreement does not appropriate sufficient funds for the program, this Agreement shall no longer be in full force and effect. In this event, the California State Library shall have no liability to pay any funds whatsoever to the Grantee or to furnish any other considerations under this Agreement and the Grantee shall not be obligated to fulfil any provisions of this Agreement.
b. If funding for any fiscal year is reduced or deleted by the Budget Act for purposes of this Program, the California State Library shall have the option to either cancel this Agreement with no liability occurring to itself or offer an Agreement amendment to the Grantee to reflect the reduced amount. c. The California State Library has the option to amend the grant award to reflect any reduction of funds.

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EXHIBIT A: TERMS and CONDITIONS

1. Accessibility: The State is responsible for ensuring that public websites are accessible to both the public and state employees, including people with disabilities. Grantee shall assist the State in meeting its responsibility. Therefore, all project materials generated by state funded programs must meet the California Accessibility Standards. Additionally, all project materials designed, developed, and maintained shall follow the California Government Code, sections 7405 and 11135, and the current Web Content Accessibility Guidelines, as published by the Web Accessibility Initiative of the World Wide Web Consortium at a minimum Level AA success criterion.

However, if for some reason project material is not generated to comply to meet these standards, please submit it to the State Library. When submitting the material make sure to note that the material is not accessible by including “NOT ACCESSIBLE” in the file name.

The California State Library reserves the right to post project materials to its website that follow these standards.

2. Acknowledgment: The State of California and the California State Library shall be acknowledged in all promotional materials and publications related to the California Library Literacy Services project.
a. Grant award recipients must ensure that the State of California receives full credit as the source of funds and that the California State Library, likewise, is acknowledged as the administrator.
b. Publications and information releases about the project must be credited to the State of California. An appropriate statement for a publication or project press release is:
“This [publication/project] was supported in whole or in part by funding provided by the State of California, administered by the California State Library.”
Grantees must include the above statement in any publications, vehicle wraps, and promotional materials, including websites. If space is limited the State Library logo and the following shortened acknowledgement statement is acceptable:
“Funding provided by the State of California.”
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c. This credit line on products of a project, such as materials, is important to foster support from the public, and state funding sources. d. California State Library Logo: Use of the California State Library logo, which can be downloaded on the California State Library website, is required on any publication, vehicle wrap, or promotional material along with the above statement(s).
e. Photo Documentation: Digital photos are a great way to document the happenings of your project. It is recommended that you use a photo release form when taking photos of the public. You may use your library’s photo release form or contact your grant monitor for the State Library’s form.

3. Agency: In the performance of this Agreement the Grantee and its agents and employees shall act in an independent capacity and not as officers, employees or agents of the California State Library. The Grantee is solely responsible for all activities supported by the grant. Nothing in this Agreement creates a partnership, agency, joint venture, employment, or any other type of relationship between the parties. The Grantee shall not represent itself as an agent of the California State Library for any purpose and has no authority to bind the State Library in any manner whatsoever.

4. Amendment: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties, and approved as required.

No oral understanding or agreement not incorporated into this Agreement is binding on any of the parties. This Agreement may be amended, modified or augmented by mutual consent of the parties, subject to the requirements and restrictions of this paragraph.

5. Applicable law: The laws of the State of California shall govern all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder. The parties hereby waive any right to any other venue. The place where the Agreement is entered into and place where the obligation is incurred is Sacramento County, California.

6. Assignment, Successors, and Assigns: The Grantee may not assign this Agreement or delegate its performance to any third-party person or entity, either in whole or in part, without the California State Library’s prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the California State Library, the Grantee, and their respective successors and assigns.

7. Audit and Records Access: The Grantee agrees that the California State Library, the Department of General Services, the State Auditor, or their designated representatives shall have the right to review, audit, inspect and copy any records and supporting documentation pertaining to the performance of this Agreement. The Grantee agrees to maintain such records for possible audit for a minimum of five (5) years after the final payment, or grant term end date, whichever is later, unless a longer period of records retention is stipulated, or until Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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completion of any action and resolution of all issues which may arise as a result of any litigation, dispute, or audit, whichever is later. The Grantee agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Grantee agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement.

Examples of audit documentation may include, but not limited to, competitive bids, grant amendments, if any, relating to the budget or work plan, copies of any agreements with contractors or subcontractors if utilized, expenditure ledger, payroll register entries, time sheets, personnel expenditure summary form, travel expense log, paid warrants, contracts and change orders, samples of items and materials developed with grant funds, invoices and/or cancelled checks.

8. Authorized Representative: Grantee and the California State Library mutually represent that their authorized representatives have the requisite legal authority to sign on their organization’s behalf.

9. Communication: All communications from either party, including an interim check-in at any time during the grant term, shall be directed to the respective grant manager or representative of the California State Library or Grantee. For this purpose, the following contact information is provided below:

Santa Fe Springs City Library
Deborah Raia
11700 Telegraph Rd.

Santa Fe Springs, CA 90670
[email protected]
California State Library
Allyson Jeffredo
900 N Street
Sacramento, CA 95814
[email protected]
916-603-6709
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1. Confidentiality: Grantee will maintain as confidential any material it receives or produces that is marked Confidential or is inherently confidential or is protected by privilege. Grantee agrees to alert the State Library to this status in advance, and State Library agrees to maintain this status in conformity with the Public Records Act.

2. Contractor and Subcontractors: Nothing contained in this Grant Agreement or otherwise shall create any contractual relation between the State and any contractor or subcontractors, and no contract or subcontract shall relieve the Grantee of his or her responsibilities and obligations hereunder.

The Grantee agrees to be fully responsible to the State for the acts and omissions of its contractors, subcontractors, volunteers, student interns and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the Grantee. The Grantee’s obligation to pay its contractors and subcontractors is an independent obligation from the State’s obligation to make payments to the Grantee. As a result, the State shall have no obligation to pay or to enforce the payment of any monies to any contractor or subcontractor.

3. Copyright: Grantee owns and retains titles to any copyrights or copyrightable material from any original works that it creates within the scope of this Agreement in accordance with the federal Copyright Act. (17 U.S.C. 101, et seq.) Grantee is responsible for obtaining any necessary licenses, permissions, releases or authorizations to use text, images, or other materials owned, copyrighted, or trademarked by third parties and for extending such licenses, permissions, releases, or authorizations to the California State Library pursuant to this section. Also, the California State Library may upload, post or transmit copyrighted material produced or purchased with grant funds on a California State Library website for public access and viewing.

4. Discharge of Grant Obligations: The Grantee's obligations under this Agreement shall be deemed discharged only upon acceptance of the final report by California State Library. If the Grantee is a non-profit entity, the Grantee’s Board of Directors shall accept and certify as accurate the final report prior to its submission to California State Library.

5. Dispute Resolution: In the event of a dispute, Grantee will discuss the problem informally with the Grant Monitor. If unresolved, the Grantee shall file a written “Notice of Dispute” with the State Library Grant Monitor within ten (10) days of discovery of the problem. Within ten (10) days of receipt, the Grant Monitor shall meet with the Grantee for purposes of resolving the dispute. Any dispute arising under the terms of this Agreement which is not disposed of within a reasonable period, the Grantee may bring it to the attention of the State Librarian or the designated representative. The decision of the State Librarian or designated representative shall be final.

Unless otherwise instructed by the Grant Monitor, the Grantee shall continue with its responsibilities under this Agreement during any dispute.

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6. Drug-free Workplace: The Grantee certifies under penalty of perjury under the laws of California that the Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 (Gov. Code, § 8350 et. seq.) and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about all the following:
1) The dangers of drug abuse in the workplace.
2) The Grantee’s policy of maintaining a drug-free workplace. 3) Any available counseling, rehabilitation and employee assistance programs.
4) Penalties that may be imposed upon employees for drug abuse violations.
c. Require that every employee who works on the Agreement will:
1) Receive a copy of the Grantee’s drug-free workplace policy statement.
2) Agrees to abide by the terms of the Grantee’s statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and grantee may be ineligible for award of any future state agreements if the California State Library determines that the grantee has made a false certification or violated the certification by failing to carry out the requirements as noted above.

7. Effectiveness of Agreement: This Agreement is of no force or effect until signed by both parties.

8. Entire Agreement: This Agreement supersedes all prior agreements, oral or written, made with respect to the subject hereof and, together with all attachments hereto, contain the entire agreement of the parties.

9. Exclusive Agreement: This is the entire Agreement between the California State Library and Grantee.

10. Executive Order N-6-22-Russia Sanctions: The Grantee shall comply with Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. “Economic Sanctions” refers to sanctions imposed by the U.S. government in response to Russia’s actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate grant agreements with, and to refrain from entering any new grant agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Grantee is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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grounds for termination of this agreement. The State shall provide Grantee advance written notice of such termination, allowing Grantee at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State.

11. Extension: The State Librarian or designee may extend the final deadline for good cause. The Grantee’s request for an extension of the grant period must be made in writing and received by the California State Library at least 30 days prior to the final deadline.

12. Failure to Perform: The grant being utilized by the Grantee is to benefit the California Library Literacy Services project. If the Grant Monitor determines the Grantee has not complied with this Agreement, the Grantee may forfeit the right to reimbursement of any grant funds not already paid by the California State Library, including, but not limited to, the ten percent (10%) withhold.

13. Federal and State Taxes: The State Library shall not:
a. Withhold Federal Insurance Contributions Act (FICA) payments from Grantee’s payments or make FICA payments on the Grantee’s behalf; or
b. Make Federal or State unemployment insurance contributions on Grantee’s behalf; or
c. Withhold Federal or State income taxes from Grantee’s payments Grantee shall pay all taxes required on payments made under this Agreement including applicable income taxes and FICA.

14. Force Majeure: Neither the California State Library nor the Grantee, its contractors, vendors, or subcontractors, if any, shall be responsible hereunder for any delay, default, or nonperformance of this Agreement, to the extent that such delay, default, or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage, flood, or other contingencies unforeseen by the California State Library or the Grantee, its contractors, vendors, or subcontractors, and beyond the reasonable control of such party.

15. Forfeit of Grant Funds and Repayment of Funds Improperly Expended: If grant funds are not expended, or have not been expended, in accordance with this Agreement, the State Librarian or designee, at his or her sole discretion, may take appropriate action under this Agreement, at law or in equity, including requiring the Grantee to forfeit the unexpended portion of the grant funds, including, but not limited to, the ten percent (10%) withhold, and/or to repay to the California State Library any funds improperly expended.

16. Fringe Benefit Ineligibility: Grantee agrees that neither the Grantee nor its employees and contract personnel are eligible to participate in any employee pension, health benefit, vacation pay, sick pay or other fringe benefit plan of the State of California or the State Library.

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17. Generally Accepted Accounting Principles: The Grantee is required to use Generally Accepted Accounting Principles in documenting all grant expenditures.

18. Grant Monitor: The Grant Monitor’s responsibilities include monitoring grant progress, and reviewing and approving Grant Payment Requests and other documents delivered to the California State Library pursuant to this Agreement. The Grant Monitor may monitor Grantee performance to ensure Grantee expends grant funds appropriately and, in a manner, consistent with the terms and conditions contained herein. The Grant Monitor does not have the authority to approve any deviation from our revision to the Terms and Conditions (Exhibit A) or the Procedures and Requirements unless such authority is expressly stated in the Procedures and Requirements.

19. Grantee: the government or legal entity to which a grant is awarded and which is accountable to the California State Library for the use of the funds provided.
a. The grantee will make reports to the State Librarian in such form and contain such information as may be required to ensure the proper use of funds consistent with the grantee’s application and award agreement. The grantee will keep such records and afford such access as the California State Library may find necessary to assure the correctness and verification of such reports.

20. Grantee Accountability: The Grantee is ultimately responsible and accountable for the manner in which the grant funds are utilized and accounted for and the way the grant is administered, even if the Grantee has contracted with another organization, public or private, to administer or operate its grant program. In the event an audit should determine that grant funds are owed to the California State Library, the Grantee is responsible for repayment of the funds to the California State Library.

21. Grantee Funds: It is mutually agreed that the Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete the project.

22. Independent Action: Grantee reserves the right to fulfill its obligations under this Agreement in an independent manner, at any location and at any time within the agreed-upon timeline. Grantee’s employees or contract personnel shall perform all services required by this Agreement, but their time need not be devoted solely to fulfilling obligations under this Agreement. Grantee shall furnish all equipment and materials used to meet its obligations and complete the Project. The State Library shall not provide any personnel or other resources beyond the grant award and is not required to provide training in connection with this Agreement.

23. Indemnification: Grantee agrees to indemnify, defend and save harmless the State of California, the California State Library and its officers, Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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employees, and agents, from any and all claims, losses, and liabilities accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Grantee in the performance of this Agreement.

24. License to Use: The California State Library reserves a fully paid-up, royaltyfree, nonexclusive, sub-licensable and irrevocable license to reproduce, publish, prepare derivative works, distribute or otherwise use, and to authorize third parties to use, any material received or maintained by Grantee in connection with this Agreement. This includes intellectual property, with or without third-party rights. All such usages will be for public library and State governmental purposes:
a. The copyright in any work developed under this grant, sub-grant, or contract under this grant or sub-grant; and
b. Any rights of copyright to which a Grantee, sub-grantee, or a contractor purchases ownership with grant support.

25. Limitation of Expenditure: Expenditure for all projects must conform to the grantee’s approved budget and with applicable State laws and regulations. The total amount paid by the California State Library to the Grantee under this agreement shall not exceed $25,000 and shall be expended/encumbered in the designated award period.

During the award period, the grantee may find that the awarded budget may need to be modified. Budget changes, requests for additional funds, or requests for reductions in award funding must be discussed with the assigned State Library Grant Monitor and a Grant Award Modification may be required to be submitted according to the instructions. Approval is by the State Librarian or their designee. Adjustments should be reported on the next financial report. Any adjustments in approved budget must be documented and documentation retained in project accounts.

26. Lobbying: Grantee confirms that the grant funds will not be used for the purposes of lobbying or otherwise attempting to influence legislation, as those purposes are defined by the U.S. Internal Revenue Code of 1986.

27. Non-Discrimination Clause: During this grant period, the Grantee and the Grantee’s contractors, and subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, age, sexual orientation, or military and veteran status. Grantee shall ensure that the evaluation and treatment of Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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contractors, employees and applicants for employment are free from such discrimination and harassment.

Additionally, Grantee, contractors, and subcontractors, if applicable, shall comply with the provisions of the Fair Employment and Housing Act (Gov.

Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§ 11135-11139.5), and the regulations or standards adopted by the California State Library to implement such article.

Grantee shall permit access by representatives of the Department of Civil Rights and the California State Library upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or the California State Library shall require ascertaining compliance with this clause. Grantee, and its contractors, and subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.) Grantee shall include the non-discrimination and compliance provisions of this clause in all contracts and subcontracts to perform work under the Agreement.

28. Notices: All notices and other communications in connection with this Agreement shall be in writing, and shall be considered delivered as follows:
a. Electronic Mail (E-mail): When sent by e-mail to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
b. DocuSign (e-signature platform): When sent via DocuSign a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission.
c. Grants Management System: When sent via / uploaded to the California State Library’s Grants Management System a notification will be sent to the last e-mail address of the recipient known to the party giving notice. Notice is effective upon transmission. d. Personally: When delivered personally to the recipient’s physical address as stated in this Agreement.
e. U.S. Mail: Five days after being deposited in the U.S. Mail, postage prepaid and addressed to recipient’s address as stated in this Agreement.

29. Order of Precedence: The performance of this Agreement shall be conducted in accordance with the Terms and Conditions, Procedures and Requirements, Certificate of Compliance, Project Summary, Activities Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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Timeline, and Budget, of this Agreement, or other combination of exhibits specified on the Grant Agreement Coversheet attached hereto (collectively referred to as “Terms”). Grantee’s California State Libraryapproved Application (Grantee’s Application) is hereby incorporated herein by this reference. In the event of conflict or inconsistency between the articles, exhibits, attachments, specifications or provisions that constitute this Agreement, the following order of precedence shall apply:
a. Grant Agreement Coversheet and any Amendments thereto b. Terms and Conditions
c. Procedures and Requirements
d. Certificate of Compliance
e. Project Summary
f. Grantee’s Application, including Budget and Activities, Timeline, and any additional provisions detailed in the accompanying award letter.
g. All other attachments hereto, including any that are incorporated by reference.

30. Payment:
a. The approved Budget, if applicable, is attached hereto and incorporated herein by this reference and states the maximum amount of allowable costs for each of the tasks identified in the Project Summary and Activity Timeline included in the project application. California State Library shall provide funding to the Grantee for only the work and tasks specified in the Grantee’s Application at only those costs specified in the Budget and incurred in the term of the Agreement.
b. The Grantee shall carry out the work described in the Work Plan or in the Grantee’s Application in accordance with the approved Budget and shall obtain the Grant Monitor’s written approval of any changes or modifications to the Work Plan, approved project as described in the Grantee’s Application, or the approved Budget prior to performing the changed work or incurring the changed cost. If the Grantee fails to obtain such prior written approval, the State Librarian or designee, at his or her sole discretion, may refuse to provide funds to pay for such work or costs.
c. The Grantee shall request funds in accordance with the funding schedule included in this agreement.
d. Ten percent (10%) will be withheld from the Payment Request (if applicable) and paid at the end of the grant term, when all reports and conditions stipulated in this Agreement have been satisfactorily completed. Failure by the grantee to satisfactorily complete all reports and conditions stipulated in this Agreement may result in forfeiture of any such funds withheld.

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e. Lodgings, Meals and Incidentals: Grantee’s eligible costs are limited to the amounts authorized in the California State Administrative Manual (contact the Grant Monitor for more information). f. Payment will be made only to the Grantee.
g. Reimbursable expenses shall not be incurred unless and until the grantee receives a Notice to Proceed as described in the Procedures and Requirements.

31. Personal Jurisdiction: The Grantee consents to personal jurisdiction in the State of California for all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties. Native American Tribal grantees expressly waive tribal sovereign immunity as a defense to all proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties.

32. Personnel Costs: Any personnel expenditure to be paid for with grant funds must be computed based on actual time spent on grant-related activities and on the actual salary or equivalent hourly wage the employee is paid for their regular job duties, including a proportionate share of any benefits to which the employee is entitled.

33. Pledge: This Agreement shall not be interpreted to create any pledge or any commitment by the State Library to make any other or further grants or contributions to Grantee, or any other person or entity in connection with the Project. It is mutually agreed that Grantee is responsible for furnishing funds beyond the grant award that may be necessary to complete outcomes or deliverables.

34. Privacy Protection: Both parties agree to protect the confidentiality of any non-public, personal information that may be contained in materials received or produced in connection with this Agreement, as required by Civil Code, section 1798, et. seq.

35. Prohibited Use: The expenditure under this program shall not be used to supplant Grantee efforts in other grant programs provided by the California State Library.

36. Public Records Act: Material maintained or used by the California State Library is considered “public record” under the Public Records Act (PRA) at Government Code, sections 6250, et. seq. This includes the Interim and Final reports, and any other written communications between the parties.

Grantee agrees to ensure that all content contained in its written reports is appropriate for publication. Said material, along with all other reports, documentation and data collected during the term of the Agreement, will be subject to disclosure unless it qualifies for exemption under the PRA in Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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California Library Literacy Services
2026-2027 CLLS26-83

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whole or in part. Grantee agrees to alert the State Library as to a basis for exemption, if any exists.

37. Publicity Obligations: Grantee will notify the State Library of any promotional materials or publications resulting from the grant no later than five (5) days in advance of distribution, whether they are print, film, electronic, or in any other format or medium. Copies of all promotional materials will be provided to the State Library. Grantee will acknowledge the State Library’s support as noted above. Grantee agrees that the State Library may include information about this grant and its outcomes in its own annual reports, with specific reference to Grantee, and may distribute such information to third parties.

38. Records: Communications, grant-related documents, data, original receipts, and invoices must be maintained by Grantee and shall be made available to the State Library upon request. Grantee agrees to maintain adequate grant program records and adequate financial records consistent with generally accepted accounting practices, and to retain all records for at least five (5) years after the end-of-term. The State Library may monitor or conduct an onsite evaluation of Grantee’s operation to ensure compliance with this Agreement, with reasonable advance notice.

39. Reduction of Waste: In the performance of this Agreement, Grantee shall take all reasonable steps to ensure that materials purchased or utilized during the project are not wasted. Steps should include but not be limited to the use of used, reusable, or recyclable products; discretion in the number of materials used; alternatives to disposal of materials consumed; and the practice of other waste reduction measures where feasible and appropriate.

40. Reimbursement Limitations: Under no circumstances shall the Grantee seek reimbursement pursuant to this Agreement for a cost or activity that has been or will be paid for through another funding source. The Grantee shall not seek reimbursement for any costs used to meet cost sharing or match requirements of any other California State Library funded program.

41. Reports and Claims: It is the responsibility of the grantee to make the required reports and claims to the California State Library. a. The grantee shall be responsible for submitting to the State Library Narrative Reports detailing progress and activities. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.
b. The grantee shall be responsible for submitting to the State Library Financial Reports reflecting grantee expenditure activity. The reports are due on the dates specified in the reporting schedule detailed in the Procedures and Requirements section.

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c. To obtain payment hereunder the grantee shall submit authorized claims provided by the State Library for that purpose, on each of the following mentioned dates for payment, and the California State Library agrees to reimburse the library as soon thereafter as State fiscal procedures will permit.
d. The final 10% of the grant award (if applicable) is payable only upon approval of all final reports and receipt of claim form. Failure to provide timely reports is a serious breach of an award recipient’s administrative duty under the award.
e. Payment will be provided to cover the expenditures incurred by the grantee for the project in the following manner:
o $22,500 upon execution of the agreement and submission of claim by the grantee organization.
o A second payment will be made after the submission and approval of the first reports and receipt of claim form in the amount of $2,500.

42. Self-Dealing and Arm’s Length Transactions: All expenditures for which reimbursement pursuant to this Agreement is sought shall be the result of arm’s-length transactions and not the result of, or motivated by, self-dealing on the part of the Grantee or any employee or agent of the Grantee. For purposes of this provision, “arm’s-length transactions” are those in which both parties are on equal footing and fair market forces are at play, such as when multiple vendors are invited to compete for an entity’s business and the entity chooses the lowest of the resulting bids. “Self-dealing” is involved where an individual or entity is obligated to act as a trustee or fiduciary, as when handling public funds, and chooses to act in a manner that will benefit the individual or entity, directly or indirectly, to the detriment of, and in conflict with, the public purpose for which all grant monies are to be expended.

43. Severability: If any part of this Agreement is found to be unlawful or unenforceable, such provisions will be voided and severed from this Agreement, but the remainder of the provisions in the Agreement will remain in full force and effect.

44. Site Visits: The Grantee shall allow the California State Library to access and conduct site visits, with reasonable notice, at which grant funds are expended and related work being performed at any time during the performance of the work and for up to ninety (90) days after completion of the work, or until all issues related to the grant project have been resolved.

A site visit may include, but not be limited to, monitoring the use of grant funds, providing technical assistance when needed, and visiting the State funded project.

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45. Termination: The Agreement shall be subject to termination by the State Librarian or designee upon notice to the Subrecipient at least thirty (30) days prior to the effective date of termination. In the event this agreement is terminated, the Subrecipient shall deliver to the State Librarian, prior to the final termination date’s passage, copies of all reports, accounting, data, and materials prepared up to the date of termination as well as final close out reports. The State Librarian shall determine and pay the Subrecipient for necessary and appropriate expenditures and obligations up to the date of termination which have not been covered by prior installments previously paid to the Subrecipient.
a. Upon such termination, the unused portion of the grant award must be returned to the California State Library within 45 days. If funding has been advanced to the Subrecipient, any unobligated balances, as determined by the State Librarian, shall be returned to the State Library within 45 days of the notice of termination.
b. However, if the California Governor, Legislature, or any other controlling authority takes action to include, but not limited to, rescinding, cancelling, withdrawing or taking away a grant program, award, money, or any other form of compensation for a grant, through legislation, executive order, directive or any other type of authority then sub-section (a) above is void. Section (b) would control and take precedence over sub-section (a) making the 30 day and 45-day clauses above void. The grantee would be required to immediately submit any reports required to close out your grant and return any money, award, or any other type of compensation according to a timeline established by the action or the State Library.

46. Timeline: Time is of the essence to this Agreement. It is mutually agreed between the parties that the grant application and the timeline included therein are part of the Agreement.

47. Unused Funds: At the end-of-term Grantee agrees to return any unexpended or unaccounted for funds to the State Library, or to submit a written request for an extension of the grant period. Funds will be considered unexpended or unaccounted if they were: (1) not used for their intended purpose, or (2) used inconsistent with the terms of this Agreement.

Funds will also be considered unaccounted for, and must be returned, if the proposal outcomes or deliverables are materially incomplete by the end-ofterm or earlier termination, as determined by the State Library in its sole discretion.

48. Waiver of Rights: California State Library shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by California State Library. No delay or omission on the part of Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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California Library Literacy Services
2026-2027 CLLS26-83

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California State Library in exercising any rights shall operate as a waiver of such right or any other right. A waiver by California State Library of a provision of this Agreement shall not prejudice or constitute a waiver of California State Library’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by California State Library, nor any course of dealing between California State Library and Grantee, shall constitute a waiver of any of California State Library’s rights or of any of grantee’s obligations as to any future transactions. Whenever the consent of California State Library is required under this Agreement, the granting of such consent by California State Library in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of California State Library.

49. Work Products: Grantee shall provide California State Library with copies of all final products identified in the Work Plan and Application. Grantee shall also provide the State Library with copies of all public education and advertising material produced pursuant to this Agreement.

50. Worker’s Compensation: The State of California will not provide Workers’ Compensation insurance for Grantee or Grantee’s employees or contract personnel. If Grantee hires employees to perform services required by this Agreement, Grantee shall provide Workers’ Compensation insurance for them. The Grantee is aware of Labor Code Section 3700, which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the Labor Code, and the Grantee agrees to comply with such provisions before commencing the performance of the work of this Agreement.

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EXHIBIT B: CERTIFICATION of COMPLIANCE FORM

1. AUTHORIZED REPRESENTATIVE: I certify that the authorized representative named below is the legally designated representative of the Grantee for this Grant Agreement and project and is authorized to receive and expend funds to administer this grant program.

2. I certify that all information provided to the California State Library for review in association with this award is correct and complete to the best of my knowledge, and as the authorized representative of the Grantee, I commit to the conditions of this award, and I have the legal authority to do so.

3. I certify that any or all other participants or contractors in the grant program have agreed to the terms of the application/grant award and have entered into an agreement(s) concerning the final disposition of equipment, facilities, and materials purchased for this program from the funds awarded for the activities and services described in the attached, as approved and/or as amended in the application by the California State Librarian.

4. The authorized representative, on behalf of the Grantee, certifies that the Grantee will comply with all applicable requirements of State and Federal laws, regulations, and policies governing this program, to include the requirements listed below in this Certification of Compliance Form.

5. The authorized representative, on behalf of the Grantee, hereby certifies to the California State Library, for an award of funds in the amount $25,000. This award will provide library services as set forth in the Project Application as approved and/or as amended by the California State Librarian.

6. STATEMENT OF COMPLIANCE: Grantee has, unless exempted, complied with the non-discrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102).

7. DRUG-FREE WORKPLACE REQUIREMENTS: Grantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace.
2) the person's or organization's policy of maintaining a drug-free workplace.

Page 23 of 28 ends

3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.

Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Grantee may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Grantee has made false certification or violated the certification by failing to carry out the requirements as noted above. (Gov. Code § 8350 et. seq.)

8. CONFLICT OF INTEREST: Grantee needs to be aware of the following provisions regarding current or former state employees. If Grantee has any questions on the status of any person rendering services or involved with the Agreement, the California State Library must be contacted immediately for clarification.

Current State Employees (Pub. Contract Code § 10410):
a. No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives
compensation or has a financial interest, and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment. b. No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.

Former State Employees (Pub. Contract Code § 10411):
a. For the two-year period from the date, he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decisionmaking process relevant to the contract while employed in any capacity by any state agency.
b. For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.

If Grantee violates any provisions of above paragraphs, such action by Grantee shall render this Agreement void. (Pub. Contract Code § 10420).

Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76 Santa Fe Springs City Library
California Library Literacy Services
2026-2027 CLLS26-83

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commission, payment for preparatory time and payment per diem. (Pub.

Contract Code § 10430 (e)).

9. LABOR CODE/WORKERS' COMPENSATION: Grantee needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and Grantee affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code § 3700).

10. AMERICANS WITH DISABILITIES ACT: Grantee assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination based on disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et. seq.)

11. RESOLUTION: For awards totaling $350,000 or more, a county, city, district, or other local public body must provide the State with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.

12. PAYEE DATA RECORD FORM STD. 204: This form must be completed by all Grantees that are not another state agency or other governmental entity.

13. DRUG FREE WORKPLACE:
a. Continue to provide a drug-free workplace by complying with the requirements in 2 C.F.R. part 3186 (Requirements for Drug-Free Workplace (Financial Assistance)). In particular, the recipient must comply with drug- free workplace requirements in subpart B of 2 C.F.R. part 3186, which adopts the Government-wide
implementation (2 C.F.R. part 182) of sections 5152-5158 of the DrugFree Workplace Act of 1988 (P. L. 100-690, Title V, Subtitle D; 41 U.S.C. §§ 701-707).
b. This includes but is not limited to: making a good faith effort, on a continuing basis, to maintain a drug-free workplace; publishing a drug-free workplace statement; establishing a drug-free awareness program for the employees; taking actions concerning employees who are convicted of violating drug statutes in the workplace.

14. ACCESSIBILITY: The organization receiving this award, as listed in the certification section below, and all program staff, will ensure all project materials will meet California accessibility standards.

15. NON-DISCRIMINATION: The organization receiving this award, as listed in the certification section below, and all program staff agree to comply with all California non-discrimination laws.

16. ACKNOWLEDGEMENT: The organization receiving this award, as listed in the certification section below, and all program staff agree to comply with California State Library acknowledgement requirements.

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EXHIBIT C: CALIFORNIA LIBRARY LITERACY SERVICES

GUIDELINES

1. California Library Literacy Services programs shall comply with the requirements in Sections 18880-18883 of the California Education Code.

2. California Library Literacy Services programs shall train and recruit volunteers to serve as tutors. Volunteer tutors are the primary instructors for the program.

3. California Library Literacy Services programs shall seek local government and community resources and develop cooperative relations with other local literacy services providers.

4. California Library Literacy Services programs will provide a base level of local and private fiscal support to be established by the California State Library.

5. In response to an expressed and recognized need from the field for specific program requirements, the California State Library and related stakeholders created a framework and program essentials. The framework and essentials describe what constitutes an effective program:
a. California Library Literacy Services programs must use the Roles and Goals framework to implement and evaluate their literacy services. b. California Library Literacy Services programs’ staff must attend their regional Library Literacy Network Meetings.
c. Tutor training for volunteers should include, at a minimum, a program orientation, tutoring basics, and instruction on learner-driven services. d. California Library Literacy Services programs must align with the following program values:
i. California Library Literacy Services is library based; ii. California Library Literacy Services is a core library service; iii. California Library Literacy Services is learner-driven; iv. California Library Literacy Services is community-focused; v. California Library Literacy Services is volunteer-supported; vi. California Library Literacy Services staff is professionally engaged; and
vii. California Library Literacy Services supports families.

6. California Library Literacy Services Family Literacy programs (if applicable) shall provide services to prevent illiteracy through coordinated literacy and preliteracy services to families. Recruitment of parents not previously Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
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California Library Literacy Services
2026-2027 CLLS26-83

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Certification

ORGANIZATION
Name: Address (official and complete):

PROJECT COORDINATOR
Name:

Email: [email protected] Phone:

GRANTTEE AUTHORIZED REPRESENTATIVE
Title:

Email: Phone:

Signature: Date:

Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
City of Santa Fe Springs 11710 Telegraph Rd. / Santa Fe Springs, CA 90670 Jessica Magallanes
562-868-7738
Deputy City Manager
562-409-1850

8.26.26 Name: Arlene Salazar
[email protected]
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76 Santa Fe Springs City Library
California Library Literacy Services
2026-2027 CLLS26-83

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Authorized Representative Signature

ORGANIZATION
Name: Address (official and complete):

AUTHORIZED REPRESENTATIVE
Signature: Date:

Printed Name of Person Signing: Title:

STATE OF CALIFORNIA
Agency Name: California State Library Address: 900 N Street, Sacramento, CA 95814 Signature: Date:

Printed Name of Person Signing: Title: California State Librarian Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A 8/10/2026
Greg Lucas
In Process
City of Santa Fe Springs

8.26.26 11710 Telegraph Rd. / Santa Fe Springs, CA 90670 Arlene Salazar Deputy City Manager
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76 Santa Fe Springs City Library
California Library Literacy Services
2026-2027 CLLS26-83

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April 25, 2022
RE: Contractor and Grantee Compliance with Economic Sanctions Imposed in Response to Russia’s Actions in Ukraine
Dear Grantee,
You are receiving this notification because you currently have an active grant through the California State Library.

On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-ExecutiveOrder.pdf.

The EO directs all agencies and departments that are subject to the Governor’s authority to take certain immediate steps, including notifying all contractors and grantees of their obligations to comply with existing economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law.

This correspondence serves as a notice under the EO that as a contractor or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website (https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related-sanctions). Failure to comply may result in the termination of contracts or grants, as applicable.

Please note that for any agreements or grants valued at $5 million or more, a separate notification will be sent outlining additional requirements specified under the EO.

Annly Roman
California State Library
900 N Street
Sacramento, CA 95814
Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76 Budget View Settings
Options
Line Items
Proposed Budget
Expense Budget
Category Grant Funded Total Budgeted
A1. Salaries, Wages and Benefits (Adult Literacy) $19,780.00 $19,780.00 D1. Supplies and Materials (Adult Literacy) $3,500.00 $3,500.00 F1. Services (Adult Literacy) $1,720.00 $1,720.00
Total Expense Budget Cost $25,000.00 $25,000.00
Revenue Budget
Grant Funding
Award Requested $25,000.00 $25,000.00
Subtotal $25,000.00 $25,000.00
Non-Grant Funding
Subtotal $0.00
Total Revenue Budget Cost ($25,000.00)
Total Overall Budget Cost $0.00
Santa Fe Springs City Library Literacy Services
26/27 – Budget
10 Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76

CA LIBRARY LITERACY AND ENGLISH ACQUISITION SERVICES

FINANCIAL CLAIM

FIRST PAYMENT

CERTIFICATION
I hereby certify under penalty of perjury: that I am the duly authorized representative of the claimant herein; that this claim is in all respects true, correct and in accordance with law and the terms of the agreement; and that payment has not previously been received for the amount claimed herein.

By
(Signature of the Authorized Representative)
(Print Name) (Title)
*Legal payee name must match the payee’s federal tax return. Warrant will be made payable to payee name. Payee discrepancies in name and/or address may cause delay in payment. If you need to change payee name and/or address, please contact Fiscal Services at [email protected].

State of California, State Library Fiscal Office
ENY: 2026
PURCHASING AUTHORITY NUMBER: CSL-6120
COA: 5432000
ITEM NO: 6120-213-0001, Chapter 19, Statutes of 2026
REPORTING STRUCTURE: 61202000
PROGRAM #: 5312
FAIN: LS or N/A
By Date
(State Library Representative)
Grant Award #: CLLS26-83 Date:

Invoice #: CLLS26-83-01 PO #:

Payee Name: Santa Fe Springs City Library
(Legal name of authorized agency to receive, disburse and account for funds*) Complete Address:

Street Address, City, State, Zip Code (Warrant will be mailed to this address) Amount Claimed: $22,500 Type of Payment:
(Payable Upon Execution of Agreement) ☒ PROGRESS
Grantee Name: Santa Fe Springs City Library ☐ FINAL
(Name on Award Letter and Agreement) ☐ IN FULL
Project Title: Literacy and English Acquisition Services ☐ AUGMENT For Period From: upon execution to end of grant period
Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
Arlene Salazar Deputy City Manager
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76 STATE OF CALIFORNIA – DEPARTMENT OF FINANCE

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)
Section 1 – Payee Information
NAME (This is required. Do not leave this line blank. Must match the payee’s federal tax return) BUSINESS NAME, DBA NAME or DISREGARDED SINGLE MEMBER LLC NAME (If different from above) MAILING ADDRESS (number, street, apt. or suite no.) (See instructions on Page 2)

CITY, STATE, ZIP CODE E-MAIL ADDRESS
Section 2 – Entity Type
Check one (1) box only that matches the entity type of the Payee listed in Section 1 above. (See instructions on page 2) ☐ SOLE PROPRIETOR / INDIVIDUAL CORPORATION (see instructions on page 2) ☐ SINGLE MEMBER LLC Disregarded Entity owned by an individual ☐ MEDICAL (e.g., dentistry, chiropractic, etc.) ☐ PARTNERSHIP
☐ ESTATE OR TRUST
☐ LEGAL (e.g., attorney services)
☐ EXEMPT (e.g., nonprofit)
☐ ALL OTHERS
Section 3 – Tax Identification Number
Enter your Tax Identification Number (TIN) in the appropriate box. The TIN must match the name given in Section 1 of this form. Do not provide more than one (1) TIN.

The TIN is a 9-digit number. Note: Payment will not be processed without a TIN. •
•
•
•
•
•
For Individuals, enter SSN.

If you are a Resident Alien, and you do not have and are not eligible to get an SSN, enter your ITIN.

Grantor Trusts (such as a Revocable Living Trust while the grantors are alive) may not have a separate FEIN. Those trusts must enter the individual grantor’s SSN.

For Sole Proprietor or Single Member LLC (disregarded entity), in which the sole member is an individual, enter SSN (ITIN if applicable) or FEIN (FTB prefers SSN).

For Single Member LLC (disregarded entity), in which the sole member is a business entity, enter the owner entity’s FEIN. Do not use the disregarded entity’s FEIN.

For all other entities including LLC that is taxed as a corporation or partnership, estates/trusts (with FEINs), enter the entity’s FEIN.

Social Security Number (SSN) or
Individual Tax Identification Number (ITIN)
___ ___ ___ -___ ___ - ___ ___ ___ ___
OR
Federal Employer Identification Number
(FEIN)
___ ___ - ___ ___ ___ ___ ___ ___ ___
Section 4 – Payee Residency Status (See instructions)

☐ CALIFORNIA RESIDENT – Qualified to do business in California or maintains a permanent place of business in California. ☐ CALIFORNIA NONRESIDENT – Payments to nonresidents for services may be subject to state income tax withholding. ☐No services performed in California
☐Copy of Franchise Tax Board waiver of state withholding is attached.

Section 5 – Certification
I hereby certify under penalty of perjury that the information provided on this document is true and correct.

Should my residency status change, I will promptly notify the state agency below.

NAME OF AUTHORIZED PAYEE REPRESENTATIVE TITLE E-MAIL ADDRESS SIGNATURE DATE TELEPHONE (include area code)
Section 6 – Paying State Agency
Please return completed form to:

STATE AGENCY/DEPARTMENT OFFICE UNIT/SECTION
MAILING ADDRESS FAX TELEPHONE (include area code)

CITY STATE ZIP CODE E-MAIL ADDRESS
Print Form Reset Form
Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A [email protected]
Admin/Accounting
900 N Street
95814
Ca. State Library
CA
916-603-7157
Sacramento
In Process
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76

STATE OF CALIFORNIA – DEPARTMENT OF FINANCE

PAYEE DATA RECORD
(Required when receiving payment from the State of California in lieu of IRS W-9 or W-7) STD 204 (Rev. 03/2021)

GENERAL INSTRUCTIONS
Type or print the information on the Payee Data Record, STD 204 form. Sign, date, and return to the state agency/department office address shown in Section 6.

Prompt return of this fully completed form will prevent delays when processing payments.

Information provided in this form will be used by California state agencies/departments to prepare Information Returns (Form1099).

NOTE: Completion of this form is optional for Government entities, i.e. federal, state, local, and special districts.

A completed Payee Data Record, STD 204 form, is required for all payees (non-governmental entities or individuals) entering into a transaction that may lead to a payment from the state. Each state agency requires a completed, signed, and dated STD 204 on file; therefore, it is possible for you to receive this form from multiple state agencies with which you do business.

Payees who do not wish to complete the STD 204 may elect not to do business with the state. If the payee does not complete the STD 204 and the required payee data is not otherwise provided, payment may be reduced for federal and state backup withholding. Amounts reported on Information Returns (Form 1099) are in accordance with the Internal Revenue Code (IRC) and the California Revenue and Taxation Code (R&TC).

Section 1 – Payee Information
Name – Enter the name that appears on the payee's federal tax return. The name provided shall be the tax liable party and is subject to IRS TIN matching (when applicable).
• Sole Proprietor/Individual/Revocable Trusts – enter the name shown on your federal tax return. • Single Member Limited Liability Companies (LLCs) that is disregarded as an entity separate from its owner for federal tax purposes - enter the name of the individual or business entity that is tax liable for the business in section 1. Enter the DBA, LLC name, trade, or fictitious name under Business Name. • Note: for the State of California tax purposes, a Single Member LLC is not disregarded from its owner, even if they may be disregarded at the Federal level. • Partnerships, Estates/Trusts, or Corporations – enter the entity name as shown on the entity’s federal tax return. The name provided in Section 1 must match to the TIN provided in section 3. Enter any DBA, trade, or fictitious business names under Business Name.

Business Name – Enter the business name, DBA name, trade or fictitious name, or disregarded LLC name.

Mailing Address – The mailing address is the address where the payee will receive information returns. Use form STD 205, Payee Data Record Supplement to provide a remittance address if different from the mailing address for information returns, or make subsequent changes to the remittance address.

Section 2 – Entity Type
If the Payee in Section 1 is a(n)… THEN Select the Box for… Individual ● Sole Proprietorship ● Grantor (Revocable Living) Trust disregarded for federal tax purposes Sole Proprietor/Individual Limited Liability Company (LLC) owned by an individual and is disregarded for federal tax purposes Single Member LLC-owned by an individual Partnerships ● Limited Liability Partnerships (LLP) ● and, LLC treated as a Partnership Partnerships Estate ● Trust (other than disregarded Grantor Trust) Estate or Trust Corporation that is medical in nature (e.g., medical and healthcare services, physician care, nursery care, dentistry, etc. ● LLC that is to be taxed like a Corporation and is medical in nature Corporation-Medical
Corporation that is legal in nature (e.g., services of attorneys, arbitrators, notary publics involving legal or law related matters, etc.) ● LLC that is to be taxed like a Corporation and is legal in nature Corporation-Legal
Corporation that qualifies for an Exempt status, including 501(c) 3 and domestic non-profit corporations. Corporation-Exempt Corporation that does not meet the qualifications of any of the other corporation types listed above ● LLC that is to be taxed as a Corporation and does not meet any of the other corporation types listed above Corporation-All Other
Section 3 – Tax Identification Number
The State of California requires that all parties entering into business transactions that may lead to payment(s) from the state provide their Taxpayer Identification Number (TIN). The TIN is required by R&TC sections 18646 and 18661 to facilitate tax compliance enforcement activities and preparation of Form 1099 and other information returns as required by the IRC section 6109(a) and R&TC section 18662 and its regulations.

Section 4 – Payee Residency Status
Are you a California resident or nonresident?
• A corporation will be defined as a "resident" if it has a permanent place of business in California or is qualified through the Secretary of State to do business in California.
• A partnership is considered a resident partnership if it has a permanent place of business in California. • An estate is a resident if the decedent was a California resident at time of death. • A trust is a resident if at least one trustee is a California resident. o For individuals and sole proprietors, the term "resident" includes every individual who is in California for other than a temporary or transitory purpose and any individual domiciled in California who is absent for a temporary or transitory purpose. Generally, an individual who comes to California for a purpose that will extend over a long or indefinite period will be considered a resident. However, an individual who comes to perform a particular contract of short duration will be considered a nonresident.

For information on Nonresident Withholding, contact the Franchise Tax Board at the numbers listed below:

Withholding Services and Compliance Section: 1-888-792-4900 E-mail address: [email protected] For hearing impaired with TDD, call: 1-800-822-6268 Website: www.ftb.ca.gov Section 5 – Certification
Provide the name, title, email address, signature, and telephone number of individual completing this form and date completed. In the event that a SSN or ITIN is provided, the individual identified as the tax liable party must certify the form. Note: the signee may differ from the tax liable party in this situation if the signee can provide a power of attorney documented for the individual.

Section 6 – Paying State Agency
This section must be completed by the state agency/department requesting the STD 204.

Privacy Statement
Section 7(b) of the Privacy Act of 1974 (Public Law 93-579) requires that any federal, state, or local governmental agency, which requests an individual to disclose their social security account number, shall inform that individual whether that disclosure is mandatory or voluntary, by which statutory or other authority such number is solicited, and what uses will be made of it. It is mandatory to furnish the information requested. Federal law requires that payment for which the requested information is not provided is subject to federal backup withholding and state law imposes noncompliance penalties of up to $20,000. You have the right to access records containing your personal information, such as your SSN. To exercise that right, please contact the business services unit or the accounts payable unit of the state agency(ies) with which you transact that business.

All questions should be referred to the requesting state agency listed on the bottom front of this form.

Docusign Envelope ID: A786EBF8-46C8-826F-80B8-586A04C7CE0A In Process
Docusign Envelope ID: ACE0946C-3040-83D1-8138-31F85F756F76

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: PURCHASE OF 15 PASSENGER SPRINTER VAN (FINANCE) DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Adopt and Approve Purchase of a 15 Passenger Sprinter Van not-to-exceed $100,000.

FISCAL IMPACT
The City will purchase the vehicle from available reserves from the Vehicle Equipment Fund. The vehicle is expected to be financed over five years through existing equipment lease with Bank of America. Therefore, the annual expense should be approximately $20,000 per annum.

BACKGROUND
The City owns two Cutaway 15-passenger vehicles and a mobility van. These vehicles were purchased using Proposition A monies; and therefore, are limited in use to senior/transit programs. Given these limitations, the City is required to routinely rent passenger vehicles to transport City residents, staff, and dignitaries to various special events, workshops, and training functions.

Purchase of a passenger vehicle will allow the City to more easily meet its transportation needs for various special events and training functions.

ANALYSIS
The rental costs for passenger vans can range between $350 to $1,000 per day, depending on various factors:
size, number of days, and availability. The purchase of the vehicle will reduce administrative burden and provide scheduling flexibility, and if utilized 1 time per week, is expected to provide cost savings over time.

ENVIRONMENTAL
N/A

DISCUSSION
The proposed vehicle is a new 2023 Mercedes-Benz with 175 miles. It was special ordered for a customer that decided not to purchase. Its original MSRP listed by Mercedes Benz of El Cajon was $143,000. The negotiated purchase price of $88,135, plus taxes and other fees, totaling $99,968. The vehicle includes a 5-year 100,000 warranty from Mercedes Benz. The vehicle was identified through the vehicle services provided by Gilmar Automotive Group.

SUMMARY/NEXT STEPS
The City Manager is expected to sign the bill of purchase upon approval and take delivery of the vehicle immediately thereafter.

Attachments
Attachment No. 1 - Invoice
ITEM #

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Julio F. Morales, Director of Finance
SUBJECT: Purchase of 15 Passenger Sprinter Van
DATE: September 1, 2026
RECOMMENDATION:

It is recommended that the City Council:

1. Adopt and Approve Purchase of 15 Passenger Sprinter Van not to exceed $100,000.

BACKGROUND
The City owns two Cutaway 15-passenger vehicles and a mobility van. These vehicles were purchased using Proposition A monies; and therefore, are limited in use to senior/transit programs.

Given these limitations, the City is required to routinely rent passenger vehicles to transport City residents, staff, and dignitaries to various special events, workshops, and training functions.

Purchase of a passenger vehicle will allow the City to more easily meet its transportation needs for various special events and training functions.

ANALYSIS
The rental costs for passenger vans can range between $350 to $1,000 per day, depending on various factors: size, number of days, and availability. The purchase of the vehicle will reduce administrative burned and provide scheduling flexibility, and if utilized 1 time per week, is expected to provide cost savings over time.

ENVIRONMENTAL
N/A
CITY COUNCIL AGENDA REPORT – MEETING OF SEPTEMBER 1, 2026 Purchase of 15 Passenger Sprinter Van

Page 2 of 2 ends

The vehicle includes a 5-year 100,000 warranty from Mercedes Benz. The vehicle was identified through the vehicle services provided by Gilmar Automotive Group.

SUMMARY/NEXT STEPS
The City Manager is expected to sign the bill of purchase upon approval and take delivery of the vehicle immediately thereafter.

ATTACHMENT(S):

A. Invoice
ITEM STATUS:

APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
____________________________
City Clerk, Maribel Garcia

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

FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT FOR BIG 4 GOVERNMENT

AND PUBLIC AFFAIRS CONSULTING SERVICES WITH ACTUM-E, LLC (COMMUNITY

DEVELOPMENT)
DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Authorize the City Manager to execute the First Amendment to the Professional Services Agreement with Actum-E, LLC, in substantially the form presented, subject to minor, non-substantive revisions approved by the City Attorney, to change the expiration date of the Agreement to October 31, 2026, and increase the Agreement's not-to-exceed compensation amount to Sixty-Seven Thousand Five Hundred Ninety-Three Dollars and Seventy-Five Cents ($67,593.75).

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 (“Actum”) provides legislative advocacy and government affairs consulting services for the regional “Big 4” coalition, consisting of the Cities of Santa Fe Springs, Commerce, Vernon, and the City of Industry. The monthly retainer for Actum’s services for the Big 4 coalition is $25,000, split evenly between the four participating cities. The City’s monthly retainer under its Professional Services Agreement with Actum (“Agreement”) is $6,250 per month, plus applicable subscription costs. The City’s monthly invoices total $6,437.50, inclusive of the monthly retainer and subscription fees. The City also paid Actum an initial deposit of $22,531.25.

The original Professional Service Agreement was approved by the City Manager with a not-to-exceed amount of $50,000, consistent with the City Manager’s purchasing authority. The proposed First Amendment does not modify the monthly compensation; rather, it changes the expiration date of the Agreement to October 31, 2026, to allow for the completion of legislative advocacy and government affairs services associated with the 2026 California State Legislative Session and increases the Agreement’s not-to-exceed compensation amount from $50,000 to $67,593.75.

BACKGROUND
On May 31, 2026, the City entered into a Professional Services Agreement with Actum for legislative advocacy and government affairs consulting services. The Agreement was approved by the City Manager pursuant to Section

34.21 (B) of the Santa Fe Springs Municipal Code.

Under the Agreement, the City serves as the contracting agency for the regional Big 4 Coalition, consisting of the Cities of Santa Fe Springs, Commerce, Vernon, and the City of Industry. Actum provides legislative advocacy, government affairs consulting, and strategic policy support in furtherance of regional legislative initiatives affecting the participating cities.

A proposed First Amendment to the Professional Services Agreement was previously approved by the City Council but was not fully executed by the parties. The revised First Amendment presented for consideration incorporates updated term and compensation provisions and supersedes the previously approved, unexecuted amendment.

ANALYSIS
N/A

ENVIRONMENTAL
The proposed First Amendment is not subject to environmental review pursuant to the California Environmental Quality Act (“CEQA”) (Pub. Res. Code § 21000 et seq.) and CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.) because it does not constitute a “project” as defined by CEQA Guidelines Section 15378 and is therefore not subject to CEQA pursuant to CEQA Guidelines Section 15060(c)(3). The Agreement does not approve construction or development or otherwise result in any activity that is reasonably foreseeable to result in an environmental impact.

DISCUSSION
The current Agreement provides legislative advocacy and government affairs consulting services supporting the legislative priorities of the Big 4 Coalition during the 2026 California State Legislative Session.

Since execution of the Agreement, Actum has continued to provide legislative advocacy, strategic policy guidance, and government relations services on behalf of the Coalition. Based on services rendered to date and the anticipated completion of services through the conclusion of the 2026 legislative cycle, additional contract authority is necessary to complete the remaining work.

Monthly invoices remain consistent at $6,250, plus $187.50 in subscription costs, for a total monthly invoice of $6,437.50. Based on invoices received and anticipated services through October 31, 2026, the City's total cost is projected to be approximately $67,593.75.

The proposed First Amendment will change the expiration date for the Agreement to October 31, 2026, to allow for completion of legislative advocacy and government affairs services associated with the 2026 California State Legislative Session. The not-to-exceed amount will be increased from $50,000 to $67,593.75 to provide sufficient contract authority for services rendered and the completion of the legislative cycle. From September 1, 2026, through October 31, 2026, Actum will only receive payment if it performs legislative advocacy services in connection with the 2026 California State Legislative Session.

SUMMARY/NEXT STEPS
Upon City Council approval, the City Manager will execute the First Amendment to the Professional Services Agreement with Actum-E, LLC. Thereafter, Actum will continue providing legislative advocacy and government affairs consulting services through the completion of the 2026 California State Legislative Session, with the Agreement continuing through October 31, 2026, unless sooner terminated in accordance with its terms.

Attachments
Attachment No. 1 - A_Actum PSA - Lobbyist Services 5.31.26.pdf Attachment No. 2 - ACTUM PSA First Amendment - Updated FINAL.pdf 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:

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 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 (hereinafter, “CONSULTANT”) is made and entered into this 1 st day of September 2026
(hereinafter, “First Amendment 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 the Agreement for CONSULTNANT to provide government and public affairs consulting services; 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, CITY is serving as the contracting agency for the Agreement and anticipates reimbursement for certain costs associated with CONSULTANT’s services pursuant to separate arrangements with the participating cities; and WHEREAS, the Agreement is attached hereto and incorporated herein as Exhibit “A”; and
WHEREAS, the Agreement was approved by the City Manager pursuant to his purchasing authority under Section 34.21(B) of the Santa Fe Springs Municipal Code, with a not-to-exceed amount of Fifty Thousand Dollars ($50,000); and WHEREAS, CITY desires to amend the Agreement to increase the compensation authority to an amount not to exceed Sixty-Seven Thousand Five Hundred Ninety-Three Dollars and Seventy-Five Cents ($67,593.75) and change the expiration date of the Agreement to October 31, 2026, to allow CONSULTANT to complete services associated with the 2026 California State Legislative Session; and WHEREAS, the execution of this First Amendment was approved by the City Council at its Regular Meeting of September 1, 2026.

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 entirely and replaced with the following:

1.1 TERM: This Agreement shall have a term commencing on the Effective Date and expiring on October 31, 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.

SECTION 3. Section 1.4 of the Agreement is hereby stricken in its entirely and replaced with the following:

1.4 COMPENSATION. CONSULTANT shall perform the Services in accordance with the CONSULTANT Proposal, which is attached hereto and incorporated herein as Exhibit “A”, for payment by the CITY in the amount of Six Thousand Two Hundred Fifty Dollars ($6,250) per month for CONSULTANT’s retainer, and One Hundred Eighty-Seven Dollars and Fifty Cents ($187.50) per month for applicable subscription costs, for a total monthly payment of Six Thousand Four Hundred Thirty-Seven Dollars and Fifty Cents ($6,437.50).

CITY shall also pay to CONSULTANT an initial retainer for the Services in the amount of Twenty-Two Thousand Five Hundred Thirty-One Dollars and Twenty-Five Cents ($22,531.25). Notwithstanding the foregoing, from September 1, 2026 through October 31, 2026, CONSULTANT shall only receive payment if CONSULTANT performs legislative advocacy Services in connection with the 2026 California State Legislative Session.

CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of SixtySeven Thousand Five Hundred Ninety-Three Dollars and Seventy-Five Cents ($67,593.75) (hereinafter, the “Not-to-Exceed 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 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 Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

CONSULTANT shall be compensated only for Services satisfactorily performed during the Term of this Agreement. Upon expiration or termination of this Agreement, CONSULTANT shall not be entitled to compensation for Services performed unless otherwise authorized in writing by the CITY.

SECTION 4. Except as expressly amended by the First Amendment, all other terms, covenants, conditions, and provisions of the Agreement shall remain unchanged and in full force and effect. This First Amendment, together with the Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 5. 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.

SECTION 6. The Parties acknowledge and agree that execution of the First Amendment by electronic signature or electronic transmittal of signatures shall have the same effect force and effect as original handwritten signatures for the purposes of validity, enforceability, and admissibility.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed as of the day and year first above written.

CITY OF SANTA FE SPRINGS ACTUM-E, LLC
____________________________ ________________________________ René Bobadilla, City Manager Kirill Goncharenko, Managing Partner Date: ______________________ Date: ___________________________ ATTEST :
__________________________
Maribel Garcia, City Clerk
APPROVED AS TO FORM:
___________________________
Rick Olivarez, City Attorney
Date: _________________________
EXHIBIT “A”
PROFESSIONAL SERVICES AGREEMENT DATED MAY 31, 2026
[Attached on Following Pages]

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

CIVIL ENGINEERING AND LAND SURVEYING SERVICES AGREEMENT WITH COORY

ENGINEERING - AWARD OF CONTRACT (COMMUNITY DEVELOPMENT) DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Find that procurement of civil engineering and land surveying services for the Santa Fe Springs Dual-Brand Hotel Project through the standard Request for Proposal (RFP) solicitation process is impractical, in that Coory Engineering is uniquely qualified and has been identified by Dual Flag Hotels LLC (“DFH”) to serve in this role after successful negotiations with City, and that engaging Coory Engineering directly is necessary to maintain continuity with DFH’s turnkey development approach and the Project schedule; and

2. By a 4/5 vote pursuant to Santa Fe Springs Municipal Code Section 34.18(F), dispense with the RFP process and approve a Professional Services Agreement with Coory Engineering at a total fee amount not to exceed $170,700 to provide civil engineering and land surveying services for the Santa Fe Springs Dual-Brand Hotel Project; an

3. Authorize the City Manager, in consultation with the City Attorney, to execute the Agreement, including any non-substantive changes necessary to finalize the transaction; and

4. Take such additional, related actions that may be desirable to implement the recommended actions.

FISCAL IMPACT
This Agreement establishes a not-to-exceed compensation amount of $170,700 for Coory Engineering to provide civil engineering and land surveying services for the Project. A detailed scope of services and fee breakdown by task is provided in Exhibit “A” to the Agreement. This expenditure is not currently included in the City’s adopted budget. The City intends to pursue tax-exempt bond financing for the Project. A Reimbursement Resolution will be presented to City Council under separate cover to preserve the City’s ability to reimburse itself from future bond proceeds for eligible costs incurred prior to bond issuance, consistent with federal tax regulations governing such reimbursements. Until bond proceeds are available, staff will utilize general fund reserves to fund the agreement, with reimbursement occurring upon the sale of the Obligations, consistent with Resolution No. 10040 declaring the City's official intent to reimburse itself from Obligation proceeds.

BACKGROUND
Dual Flag Hotels LLC (“DFH”) will assist the City in developing a dual-brand hotel facility on City-owned property located at 12131 Telegraph Road, Santa Fe Springs, CA 90670 (APN 8005-012-031).The City and DFH have begun working collaboratively to define the Project as a dual-brand Marriott hotel, consisting of a Courtyard by Marriott and a Residence Inn by Marriott, totaling approximately 277 keys (110 Courtyard/167 Residence Inn).

The Project requires professional civil engineering and land surveying services to support entitlement and construction documentation, including grading and drainage design, utility coordination, and stormwater compliance. Coory Engineering has proposed fees of $155,700 for the Entitlement and Construction Documents phases and $15,000 for the Preliminary Surveys phase. Samir M. Khoury, P.E., is identified as Coory’s Project Administrator and point of contact.

This Agreement will establish Coory as the City’s civil engineer and land surveyor for the Project on a direct basis, consistent with the scope, phasing, and fees set forth in Exhibit “A.”

ANALYSIS
The Agreement follows the City’s standard form of professional services agreement for design and engineering professionals, and includes provisions addressing scope of services, compensation, insurance (including professional liability/errors & omissions coverage), standard of care, indemnification consistent with California Civil Code Section 2782.8 for design professional services, and termination for convenience or cause.

Coory Engineering's scope of services is detailed by task in Exhibit “A.” Costs associated with this Agreement are anticipated to be subject to reimbursement and/or a future definitive agreement between the City and DFH, and may be eligible for reimbursement from tax-exempt bond proceeds pursuant to a Reimbursement Resolution to be brought before Council under separate cover.

ENVIRONMENTAL
Approval of the Agreement is an administrative activity that does not, in itself, authorize construction of the Project and does not constitute a “project” under CEQA Guidelines Section 15378. Environmental review of the Project itself will occur separately, consistent with the City’s obligations under the California Environmental Quality Act, prior to any approval that commits the City to a definite course of action regarding construction of the Project.

SUMMARY/NEXT STEPS
Upon Council approval, staff will execute the Agreement. Staff will return to Council with a related Professional Services Agreement for Dual Flag Hotels LLC, as well as a Reimbursement Resolution addressing City costs advanced in connection with the Project prior to permanent or bond financing.

Attachments
Attachment No. 1 - PSA Coory Engineering - Final.pdf
Contract No. _______________
1 2026

PROFESSIONAL SERVICES AGREEMENT
(Parties: Coory Engineering and City of Santa Fe Springs) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 1st day of SEPTEMBER, 2026 (hereinafter, the “Effective Date”) by and between the CITY OF SANTA FE SPRINGS, a municipal corporation (hereinafter, “CITY”) and Coory Engineering (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 the design of a new dual-brand hotel on City owned property, located at 12131 Telegraph Road, Santa Fe Springs, CA 90670 (APN:
8005-012-031) (the “Project”); and
WHEREAS, CITY staff has determined that CONSULTANT possesses the experience, skills and training necessary to competently provide such services to CITY; and
WHEREAS, this Agreement was approved by the Santa Fe Springs City Council at its Regular Meeting of September 1, 2026.

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 on the Effective Date through November 1, 2028 (hereinafter, the “Term”). Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause as provided under Article V (Termination), below. The Term may be extended for two (2), one (1) 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:

Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain document entitled “COORY ENGINEERING for the SURVEYING & CIVIL ENGINEERING Services Contract No. _______________
2 for the City of Santa Fe Springs Dual-Brand Marriott Hotel Project” dated September 1, 2026 (hereinafter, the “Scope of Services”) 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.” In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

1.3 PROSECUTION OF SERVICES:

A. Time is of the essence for this Agreement and each and every provision contained herein. The Services shall commence within three (3) days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”). CONSULTANT shall complete the various tasks identified in the Scope of Services within the timeframes set forth in the Scope of Services.

B. CONSULTANT shall perform the Services contemplated under this Agreement.

C. CONSULTANT shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents; 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 be compensated for Services performed in accordance with the “Exhibit “A” (hereinafter, the “COMPENSATION RATE”).

The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of One-Hundred Seventy Thousand and Seven Hundred Dollars ($170,700) (hereinafter, the “Not-to-Exceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City. In the event CONSULTANT’s charges are projected to exceed the Aggregate Not-toExceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated Contract No. _______________
3 expenditures in excess of the Aggregate Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

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 Anissa Livas, Economic Development Manager (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.

Contract No. _______________
4 2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Samir M.

Khoury, Project Administrator 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:

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges, and agrees to the following:

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;
Contract No. _______________
5 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 necessary to perform the Services under the standard of care as articulated under section 2.4(A).

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 Contract No. _______________
6 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.

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, 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.

2.9 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 Contract No. _______________
7 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.

III.

INSURANCE

Contract No. _______________
8 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.

3.3 REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted to write insurance 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.

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 Contract No. _______________
9 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 CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.

IV.

INDEMNIFICATION

4.1 To the fullest extent permitted by law, CONSULTANT shall, at its sole cost and expense, protect, indemnify, and hold harmless CITY and its elected and appointed officials, officers, employees, agents, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials (collectively hereinafter, the “City Indemnitees”) from and against any and all injury, damages, claim, causes of action, lawsuit, costs, expenses, liabilities, litigation costs, liens, penalties, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney’s fee and costs of defense (collectively, “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of CONSULTANT, its officers, agents, servants, employees,
subcontractors, materialmen, consultants, or their officers, agents, servants, or employees (or any entity or individual for whom CONSULTANT shall bear the liability) in the performance of this Agreement, including the CITY Indemnitee’s active or passive negligence or breach of the provisions of this Agreement, except for Liabilities arising from the sole negligence or willful misconduct of the CITY Indemnitees as determined by court decision or by the agreement of the Parties. 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 Liabilities that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, agents, servants, employees,
subcontractors, materialmen, consultants, or their officers, agents, servants, or employees (or any entity or individual for whom CONSULTANT shall bear the liability) in the performance of this Agreement. CONSULTANT’s obligation to Contract No. _______________
10 indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents, or volunteers.

4.2 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.

4.3 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.

4.4 CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

4.5 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 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.

TERMINATION
Contract No. _______________
11 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.

5.2 EVENTS OF DEFAULT; BREACH OF AGREEMENT:

B. CONSULTANT will cure the following Events of Defaults within the following time periods:
i. Within ten (10) business days of CITY’s issuance of a Default Notice for any failure of CONSULTANT to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation, or work product which CONSULTANT is obligated to provide to CITY or CITY’s employees or agents under this Agreement.

Prior to the expiration of the 10-day cure period, CONSULTANT may submit a written request for additional time to cure the Event of Default upon a showing that CONSULTANT has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, CITY will be under no obligation to grant additional time for the cure of Contract No. _______________
12 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.

C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services Contract No. _______________
13 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.

CONSULTANT will be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

G. In the event CITY is in breach of this Agreement, CONSULTANT’s sole remedy will be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONSULTANT under this Agreement for completed services and tasks.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Contract No. _______________
14 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

6.3 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.

CITY: CONSULTANT:

CITY OF SANTA FE SPRINGS COORY ENGINEERING
Contract No. _______________
15 PUBLIC WORKS ENGINEERING
11710 E TELEGRAPH ROAD
Attn: JAMES ENRIQUEZ,

DIRECTOR OF PUBLIC WORKS
PHONE: (562) 868-0511
1718 N. NEVILLE STREET
ORANGE, CA 92865
ATTN: SAMIR M. KHOURY, P.E.

PROJECT ADMINISTRATOR
PHONE: (714) 202-8700
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.

6.7 CITY’S RIGHT TO EMPLOY OTHER CONSULTANTS: CITY reserves the right to employ other independent contractors in connection with the various projects worked upon by CONSULTANT.

6.8 CONFLICTS OF INTEREST:

A. CONSULTANT warrants, represents, and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement. Further, CONSULTANT warrants and represents that it has not paid, nor has it agreed to pay, any company or person, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY will have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer, or employee of CITY, during the term of his or her service with CITY, will have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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 Contract No. _______________
16 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. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

Contract No. _______________
17 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.

6.16, above.

CONSULTANT shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The CITY Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the CITY Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONSULTANT be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONSULTANT’s sole remedy being extension of the Agreement pursuant to this Section.

6.21 COUNTERPARTS: This Agreement may be executed in multiple 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 counterparts in conformity with Section 6.16, above.

6.22 AUTHORITY TO EXECUTE THIS AGREEMENT: The persons executing this Contract No. _______________
18 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. (SIGNATURES ON NEXT PAGE)
Contract No. _______________
19 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF SANTA FE SPRINGS: COORY ENGINEERING
By: René Bobadilla, City Manager By: Samir M. Khoury
Date: Title Project Administrator
Date:

ATTEST:

Maribel Garcia, City Clerk
Date:

APPROVED AS TO FORM:

By:

Rick Olivarez, City Attorney,
Date:

EXHIBIT “A”
Scope of Services & Compensation Rate
01 Sept 2026
COORY ENGINEERING for the SURVEYING & CIVIL ENGINEERING Services for the City of Santa Fe Springs Dual-Brand Marriott Hotel Project Coory Engineering proposes for the full-scope for surveying and civil engineering services in support for the dual-brand Marriott hotel development located at 12131 Telegraph Road, Santa Fe Springs, California 90670. The project consists of two Marriott-brand hotels, a 110- guestroom Courtyard by Marriott and a 167-guestroom Residence Inn by Marriott — sharing site infrastructure, utilities, parking, and access improvements across a single development parcel.

This proposal outlines Coory Engineering's proposed scope of services, including boundary and topographic surveying, preliminary and final civil engineering design, grading and drainage plans, dry utility coordination and design (electrical, gas, telecommunications), and construction staking, as required to support the project through entitlements, plan check, and construction.

Our scope is structured to coordinate closely with the project's architectural and landscape design teams, dry utility purveyors, and the City of Santa Fe Springs Engineering and Public Works Divisions, to ensure a cohesive and efficient path to approval.

The following three sections detail the proposed scope of work by phase (the three phases of work outlined below — Preliminary Surveys, Entitlement Phase, and Construction Documents Phase), the associated fee structure, and the project team Coory Engineering intends to bring to this engagement.
1) PRELIMINARY SURVEY
A. COMPLETE ALTA / NSPS SURVEY, $9,500.00
-- Perform boundary analysis and show paper boundary
-- Perform easement analysis and plot easements of record -- Show property features and property area
-- Report any possible encroachments
-- Provide necessary certification to the satisfaction of the title company, purchaser, and other involved entities
-- Provide flood hazard designation
B. TOPOGRAPHIC SURVEY, 5,500.00
-- Topographic Survey
-- Perform topographic survey of the property and adjacent streets – Show existing utilities of record and apparent facilities within the site – Prepare map of the survey to the desired scale
C. PRELIMINARY SURVEYS DELIVERABLES:
-- Coory shall provide a PDF electronic file of all maps prepared, and two sets of prints at no additional costs.
-- Extra printing and overnight mail shall be billed at market cost. -- Title Insurance company, public agency, and other agency fees, if any, shall be paid directly by DFH and are not included in this order
2) ENTITLEMENT PHASE
A. CONCEPTUAL GRADING AND DRAINAGE PLAN INCLUDING SPECIAL FIRE ACCESS LAYOUT per AXIS and CITY ADMINISTRATION, $22,000.00
-- Prepare a conceptual grading and drainage plan including fire access layout per AXIS and City Administration (Talked to Axis fir access already discussed and agreed to with City Administration and Fire) to assist the architect in obtaining an agency approval of the site plan.

B. UTILITIES WILL SERVE LETTERS, $5,200.00
-- Apply for, prepare, process and obtain “will serve” letters for the sewer, and water services as needed by the subject project.

C. CONCEPTUAL WET UTILITIES PLAN, $6,600.00
-- Prepare a conceptual utility plan showing existing and proposed utilities to serve the project. This plan will address sewer, domestic water, fire water, landscape water, and storm drain if needed.

D. DRY UTILITIES MANAGEMENT, RESEARCH AND PROCESSING, , $7,500.00 -- Perform research, coordination with the dry utility companies for service and processing including but not limited to ALL IT, fiber, electrical, gas, etc...

E. PRELIMINARY HYDROLOGY & HYDRAULIC CALCULATIONS, , 4,700.00 -- Prepare preliminary on-site hydrology and hydraulic calculations to support the drainage concept as requested by the agency.

F. PRELIMINARY LID PREPARATION, $6,500.00
-- Prepare Preliminary Low Impact Development Plan & study (LID) including the applicable Best Management Plans (BMPs).

G. GENERAL COORDINATION, MEETINGS & PROCESSING (for this phase), $3,800.00 -- Provide general coordination with the architect, design team and owner. -- Coordinate the work with city plan checkers, planners, and other public agencies. -- Provide corrections to the plans per plan review and process the first phase of the civil package through approval.
-- If available at this phase, review environmental reports and soils report, make comments if needed and implement recommendations regarding grading, paving and LID requirements.

H. PRINTING AND OTHER REIMBURSABLES (for this phase), $900.00 -- The cost of printing and other reimbursables for this phase shall be billed based on actual market cost without mark-ups. The amount shown on the fee list is a budget figure. Actual final cost may vary, more or less. 3) CONSTRUCTION DOCUMENTS PHASE
A. DEMOLITION PLAN: $5,800.00
-- Prepare a Demolition Plan of the existing site features and process with the City through approval. Our plan will not cover asbestos reports or other environmental issues. Asbestos inspection reports and asbestos handling, if encountered, shall be handled by an asbestos specialist under a direct contract with you. Same thing for the environmental issues such as contamination if encountered within the project.

B. PRECISE GRADING PLAN: $28,000.00
-- Prepare a precise grading, drainage and paving plan. Work shall include: Design and details of the project street level, Design of walkways including path of ingress and egress, On-site hydrology and hydraulic calculations, Calculations for cut and fill of grading quantities.
-- It should be noted that our work within the various floors of the buildings will cover civil items only. Mechanical and Plumbing discipline will cover the design of drainage pumps and the related piping designs.

C. EROSION CONTROL PLAN: $2,800.00
-- Prepare an erosion control plan per the requirements of the city. This plan will be based on a one-time construction phase.

D. NOTICE OF INTENT AND SWPPP PREPARATION & PROCESSING: $6,500.00 For the construction phase of the project, file Notice of Intent (NOI) with the State Water Control Board. Prepare National Pollution Discharge Elimination System notes and Storm Water Pollution Prevention Plan, exhibits and Study. Process the package through approval.
--Maintenance and update of the SWPPP are not included in this item.

E. LID PREPARATION & PROCESSING: $8,800.00
-- For the long-term post construction phase of the project, the requirements of the National Pollution Discharge Elimination System (NPDES) should be adhered to. We will identify long-term post construction Best Management Practices (BMPs) for managing storm water on site and will incorporate the required structural and non-structural BMPs as needed. We will prepare a Low Impact Development Plan (LID), study and exhibits. Process the package through approval.

F. HORIZONTAL CONTROL PLAN: $2,500.00
-- Prepare a Horizontal Control Plan to be used as a precise base map for general use and in particular for controlling the site plan and field operations.

G. COMPOSITE UTILITY PLAN: $9,500.00
-- Prepare a composite utility plan showing existing and proposed private wet utility laterals to serve the project.
-- Therefore, for design, this item will cover the service lines needed for sewer and domestic water, both from the public street to 5’ from the face of the building, irrigation water from the public street to the meter, and fire water lateral from the street to the street side of the detector check device. Design of the on-site storm drain lateral shall be shown on the grading and drainage plan. -- The need to design the main lines or public portions of the main lines of utilities is not known at this time and therefore is not included in this item.

H. STREET IMPROVEMENTS PLANS: $15,000.00
-- If needed, we will prepare Street Improvement Plans to address changes in the sidewalk, driveways and any requested pavement. These plans will cover the street frontages. The plans will also show the cut-outs for tree wells. Landscaping of the wells and irrigation needs shall be shown on the landscape plans prepared by others.

I. SPECIFICATIONS: $3,500.00
-- Prepare the necessary specifications for construction bids: Most civil specifications will be shown on the various civil plans. In addition, Coory will participate in outline specifications as they relate to civil engineering items. If available, review the specification book prepared by the architect. Mark changes where necessary.

J. QUANTITY ESTIMATES: $3,200.00
-- Prepare quantity estimates for the various elements of improvements as needed and as requested by the public agencies.

K. GRADING CERTIFICATIONS: $7,500.00
-- Rough grading certification: survey, inspect and provide rough grading certification prior to issuance of building permit.
-- Fine grading certification: inspect, survey and provide the fine grading certification prior to the issuance of building certificate of occupancy.

L. GENERAL COORDINATION, MEETINGS, PLAN PROCESSING, SOILS REPORT REVIEW AND FIELD SUPPORT, AS NEEDED: $4,200.00
-- Provide general coordination with architects, design team, owners and contractors.
-- Participate in design meetings and field meetings as needed. (Allow for 6 meetings. Additional meetings shall be billed based on our fee schedule). -- Provide shop drawings reviews.
-- Resolve and provide clarification sketches for field issues and answer requests for information (RFIs). Under normal circumstances, responses will be provided within 2 working days. This will also include reports required by the local agencies.

RFIs responses shall cover the needs of the project during bidding and construction.
-- Meet with city plan checkers, planners, and other public agencies. -- Provide corrections to the plans per the plan check and process the civil plans through approval.
-- Review final soils report, make comments if needed, and implement recommendations regarding LID, grading, drainage and paving.

M. PRINTING AND OTHER REIMBURSABLES: $1,200.00
-- The cost of printing and other reimbursables for this phase shall be billed based on actual market cost without mark-ups. The amount shown on the fee list is a budget figure. Actual final cost may vary, more or less.

ENTITLEMENT & CONSTRUCTION DOCUMENTS DELIVERABLES :
-- Coory Engineering will provide electronic files, and 3 prints of the maps and plans prepared by Coory at no cost to City. Extra printing and other reimbursables shall be provided at market cost without mark-ups, if needed and requested by City.
-- Coory shall diligently perform all the Work in this Proposal in strict accordance with the Performance Timeline, so as to ensure compliance with the deadline to commence construction of the Dual Hotel Project, as established the City.
-- Samir M. Khoury, a registered Civil Engineer will serve as the Project Administrator and the contact person for this project.

Scope & Fee Matrix

SCOPE OF SERVICE FEE

1. Preliminary Survey
Complete ALTA / NSPS Survey $9,500.00
Topographic Survey $5,500.00
Phase Subtotal $15,000.00

2. Entitlement Phase
Conceptual Grading & Drainage Plan (incl. Special Fire Access Layout) $22,000.00
Utilities Will-Serve Letters $5,200.00
Conceptual Wet Utilities Plan $6,600.00
Dry Utilities Management, Research & Processing $7,500.00 Preliminary Hydrology & Hydraulic Calculations $4,700.00 Preliminary LID Preparation $6,500.00
General Coordination, Meetings & Processing $3,800.00
Printing & Other Reimbursables $900.00
Phase Subtotal $57,200.00

3. Construction Documents Phase
Demolition Plan $5,800.00
Precise Grading Plan $28,000.00
Erosion Control Plan $2,800.00

SCOPE OF SERVICE FEE
Notice of Intent & SWPPP Preparation / Processing $6,500.00 LID Preparation & Processing $8,800.00
Horizontal Control Plan $2,500.00
Composite Utility Plan $9,500.00
Street Improvement Plans $15,000.00
Specifications $3,500.00
Quantity Estimates $3,200.00
Grading Certifications $7,500.00
General Coordination, Meetings, Plan Processing, Soils Report Review & Field Support $4,200.00
Printing & Other Reimbursables $1,200.00
Phase Subtotal $98,500.00
TOTAL TURNKEY FEE $170,700.00
Coory Engineering EXTRA Services:
a. ALTA / NSPS survey updates after the initial approved completion; b. Items that are not covered by this proposal or additions to this outline; c. Project revisions other than normal plan check; d.

By-products of city’s conditions of approval of the project that are not included in the above items or work, if any; e. Other improvement plans such as utility main line designs that would require the filing of public plans such as storm drain plans, sewer plans, water plans, etc., if proved to be needed. (All on-site utility lines are considered service lines for the purpose of this proposal and are already covered under the Composite Utility Plan line item); f. CEQA support services if requested; g. Existing street lighting analysis and/or street lighting plans and power pole location analysis, if proved to be needed; h. Legal descriptions and special exhibits of new easements; i.

Haul Route Plan, if needed; j. Emergency Access plans: parking and driveway plan that provides emergency access, if requested; k. Safety hazards plan addressing site traffic signs to ensure pedestrian and vehicular safety, if requested; l. If needed, site walls and fences plan, retaining walls design and structural calculations; m. Fire hydrants plan, if needed; n. Traffic Control Plan; o. LID and SWPPP Construction Inspection Services and Certifications; p. Construction Staking surveys; q. As-Built Plans; r. On-site striping plans if not done by the architect; s. Expediting Services.
-- Should such items become necessary, additional fees shall be negotiated, or work can be performed based on time and material per Coory current fee schedule at the time the activity takes place.

Exclusions:

The following items are not included in the proposal:
a. Title insurance fees.
b. Building fire water plans.
c. Shoring plans.
d. Environmental reports.
e. Asbestos inspection and reports.
f. Soil and geotechnical engineering services.
g. Public agencies' fees, title insurance fees and other agencies' fees. If any, shall be paid directly by City and are not included the vendor's fee.

SUMMARY OF FEES & TERMS:

1. Total Price of $170,700.00 includes total "turnkey" complete completion of all plans and specifications turn key (not just preliminary plans) expedited project to meet City approval on a fast-track basis that includes all labor and overtime, supplies, parts and materials, all taxes including transportation taxes, and complete delivery turn key to meet City approval.

2. PAYMENT TERMS:
-- The Preliminary Surveys shall be billed after completion and delivery of the surveys. For the civil engineering items 2 & 3, progress payments shall be made monthly for those portions of work completed, and in full upon completion of work.

3. PROFESSIONAL FEE SCHEDULE:
--Principal Engineer, $380/hr
--Project Manager, $280/hr
--Design Engineer, $230/hr
--Engineering Technical, $200/hr
--Clerical, $90/hr
--1-Man Party Surveying, $230/hr
--2-Men Party Surveying, $350/hr
--3-M3n Party Surveying, $470/hr

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

APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH AXIS ARCHITECTURE +

DESIGN, LLC FOR ARCHITECTURAL DESIGN SERVICES (COMMUNITY DEVELOPMENT) DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Find that procurement of architectural design services for the Santa Fe Springs Dual-Brand Hotel Project through the standard Request for Proposal (RFP) solicitation process is impractical, in that AXIS Architecture + Design, LLC (“AXIS”) is uniquely qualified and was engaged and is currently performing under the direction of Dual Flag Hotels LLC (“DFH”) after successful negotiation with the City, and that a new competitive process would disrupt continuity of design and jeopardize the Project schedule; and

2. By a 4/5 vote pursuant to Santa Fe Springs Municipal Code Section 34.18(F), dispense with the RFP process and approve a Professional Services Agreement with AXIS at a total fee amount not-to-exceed $1,320,896 to provide architectural design and administration services for the Santa Fe Springs Dual-Brand Hotel Project; and

3. Authorize the City Manager, in consultation with the City Attorney, to execute the Agreement, including any non-substantive changes necessary to finalize the transaction; and

4. Take such additional, related actions that maybe desirable to implement the recommended actions.

FISCAL IMPACT
This Agreement establishes a not-to-exceed compensation amount of $1,320,896 for AXIS to provide architectural design and construction administration services for the Project, inclusive of structural, mechanical/electrical/plumbing (MEP), and specifications sub-consultant services. A detailed scope of services and fee breakdown by phase is provided in Exhibit “A” to the Agreement. This expenditure is not currently included in the City’s adopted budget. The City intends to pursue tax-exempt bond financing for the Project; a Reimbursement Resolution will be presented to City Council under separate cover to preserve the City’s ability to reimburse itself from future bond proceeds for eligible costs incurred prior to bond issuance, consistent with federal tax regulations governing such reimbursements. Until bond proceeds are available, staff will identify an appropriate interim funding source and return to Council for any budget appropriation required.

BACKGROUND
On July 7, 2026, the City Council authorized the City Manager to execute a Letter of Intent and Exclusive Negotiation Agreement (“ENA”) with Dual Flag Hotels LLC (“DFH”) for the development of a dual-brand hotel on City-owned property located at 12131 Telegraph Road, Santa Fe Springs, CA 90670 (APN 8005-012-031). Pursuant to the ENA, the City and DFH have since worked collaboratively to define the Project as a dual-brand Marriott hotel, consisting of a Courtyard by Marriott and a Residence Inn by Marriott, totaling approximately 277 keys (110 Courtyard and 167 Residence Inn).

Design of the Project requires a licensed Architect of Record to prepare schematic design, design development, construction documents, and to provide construction administration services through completion. DFH has identified AXIS to serve in this role.

This Agreement will establish AXIS as Architect of Record for the Project on a direct basis between the City and AXIS, consistent with the scope, phasing, and fees set forth in Exhibit “A.”

ANALYSIS
The Agreement follows the City’s standard form of professional services agreement for architectural and design professionals, and includes provisions addressing scope of services, compensation, insurance (including professional liability/errors & omissions coverage), standard of care, indemnification consistent with California Civil Code Section 2782.8 for design professional services, and termination for convenience or cause.

AXIS’s scope of services is detailed by phase in Exhibit “A,” with an estimated overall project duration of approximately 26 months. As part of its scope, AXIS has identified sub-consultants for structural engineering, mechanical/electrical/plumbing (“MEP”) engineering with associated fee allowances detailed in Exhibit “A.” Costs associated with this Agreement are anticipated to be subject to reimbursement consistent with the terms of the ENA and/or a future definitive agreement between the City and DFH, and may be eligible for reimbursement from tax-exempt bond proceeds pursuant to a Reimbursement Resolution to be brought before Council under separate cover.

SUMMARY/NEXT STEPS
Upon Council approval, staff will execute the Agreement. Staff will return to Council with related Professional Services Agreements for Coory Engineering and Dual Flag Hotels LLC, as well as a Reimbursement Resolution addressing City costs advanced in connection with the Project prior to permanent or bond financing.

Attachments
Attachment No. 1 - PSA AXIS Architect + Design - Final.pdf Contract No. _____________
1 2026

PROFESSIONAL SERVICES AGREEMENT
(Parties: AXIS Architecture + Design, LLC and City of Santa Fe Springs) THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 1st day of SEPTEMBER, 2026 (hereinafter, the “Effective Date”) by and between the CITY OF SANTA FE SPRINGS, a municipal corporation (hereinafter, “CITY”) and AXIS Architecture + Design, LLC (hereinafter, “CONSULTANT”). For the purposes of this Agreement, CITY and CONSULTANT may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONSULTANT interchangeably, as appropriate.

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

ENGAGEMENT TERMS

1.2 SCOPE OF SERVICES:

Subject to the terms and conditions of this Agreement, CONSULTANT agrees to provide the services and tasks described in that certain document entitled “AXIS Contract No. _____________
2 Architecture + Design for the Architectural Design Services for the City of Santa Fe Springs Dual-Brand Marriott Hotel Project” dated September 1, 2026 (hereinafter, the “Scope of Services”) 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.” In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

1.3 PROSECUTION OF SERVICES:

B. CONSULTANT shall perform the Services contemplated under this Agreement.

1.4 COMPENSATION: CONSULTANT shall be compensated for Services performed in accordance with the “Exhibit “A” (hereinafter, the “COMPENSATION RATE”).

The foregoing notwithstanding, CONSULTANT’s total compensation for the performance of all Services contemplated under this Agreement, may not exceed the aggregate sum of One Million Three Hundred Twenty Thousand Eight Hundred Ninety Six Dollars ($1,320,896) (hereinafter, the “Not-to-Exceed Sum”) during the Term of this Agreement, unless such added expenditure is first approved by the City. 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- Contract No. _____________
3 Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement.

II.

PERFORMANCE OF AGREEMENT

Contract No. _____________
4 2.2 CONSULTANT REPRESENTATIVE: CONSULTANT hereby designates Kevin Sund, Principal in Charge 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:

2.4 STANDARD OF CARE; PERFORMANCE OF EMPLOYEES: CONSULTANT represents, acknowledges, and agrees to the following:

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;
Contract No. _____________
5 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 necessary to perform the Services under the standard of care as articulated under section 2.4(A).

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 Contract No. _____________
6 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.

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, 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.

2.9 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 Contract No. _____________
7 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.

III.

INSURANCE

Contract No. _____________
8 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.

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 Contract No. _____________
9 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 CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.

IV.

INDEMNIFICATION

4.1 To the fullest extent permitted by law, CONSULTANT shall, at its sole cost and expense, protect, indemnify, and hold harmless CITY and its elected and appointed officials, officers, employees, agents, designated volunteers, successors, assigns and those CITY agents serving as independent contractors in the role of CITY officials (collectively hereinafter, the “City Indemnitees”) from and against any and all injury, damages, claim, causes of action, lawsuit, costs, expenses, liabilities, litigation costs, liens, penalties, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith, and reimbursement of attorney’s fee and costs of defense (collectively, “Liabilities”), in law or equity, whether actual, alleged or threatened, which arise out of, pertain to, or relate to the acts or omissions of CONSULTANT, its officers, agents, servants, employees,
subcontractors, materialmen, consultants, or their officers, agents, servants, or employees (or any entity or individual for whom CONSULTANT shall bear the liability) in the performance of this Agreement, including the CITY Indemnitee’s active or passive negligence or breach of the provisions of this Agreement, except for Liabilities arising from the sole negligence or willful misconduct of the CITY Indemnitees as determined by court decision or by the agreement of the Parties. 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 Liabilities that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, agents, servants, employees,
subcontractors, materialmen, consultants, or their officers, agents, servants, or employees (or any entity or individual for whom CONSULTANT shall bear the liability) in the performance of this Agreement. CONSULTANT’s obligation to Contract No. _____________
10 indemnify shall not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents, or volunteers.

TERMINATION
Contract No. _____________
11 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.

5.2 EVENTS OF DEFAULT; BREACH OF 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 Contract No. _____________
12 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.

C. CITY will cure any Event of Default asserted by CONSULTANT within fortyfive (45) calendar days of CONSULTANT’s issuance of a Default Notice unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONSULTANT as provided under Section 1.5, above, will be cured by CITY within five (5) calendar days from the date of CONSULTANT’s Default Notice to CITY.

D. CITY, in its sole and absolute discretion, may also immediately suspend CONSULTANT’s performance under this Agreement pending
CONSULTANT’s cure of any Event of Default by giving CONSULTANT written notice of CITY’s intent to suspend CONSULTANT’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONSULTANT will be compensated only for those services Contract No. _____________
13 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.

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.

5.4 SURVIVING ARTICLES, SECTIONS AND PROVISIONS: The termination of this Contract No. _____________
14 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

CITY: CONSULTANT:

CITY OF SANTA FE SPRINGS AXIS ARCHITECTURE + DESIGN
Contract No. _____________
15 PUBLIC WORKS ENGINEERING
11710 E TELEGRAPH ROAD
Attn: JAMES ENRIQUEZ,

DIRECTOR OF PUBLIC WORKS
PHONE: (562) 868-0511
700 South Flower Street, Suite 250
LOS ANGELES, CA 90017
ATTN: KEVIN SUND
PHONE: (310) 209-75220
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.

6.7 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:

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 Contract No. _____________
16 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. CONTRACTOR understands that, if this Agreement is made in violation of Government Code §1090 et seq., the entire Agreement is void and CONSULTANT will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONSULTANT will be required to reimburse the CITY for any sums paid to CONSULTANT. CONSULTANT understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code §1090.

6.9 TIME IS OF THE ESSENCE: Time is of the essence for each and every provision of this Agreement.

6.12 SUCCESSORS AND ASSIGNS: This Agreement will be binding on the successors and assigns of the Parties.

6.14 CONSTRUCTION OF AGREEMENT: This Agreement will be construed as if the Parties prepared this Agreement together through a process of negotiation and with the advice of their respective attorneys.

Contract No. _____________
17 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.

6.16, above.

6.22 AUTHORITY TO EXECUTE THIS AGREEMENT: The persons executing this Contract No. _____________
18 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. (SIGNATURES ON NEXT PAGE)
Contract No. _____________
19 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF SANTA FE SPRINGS: AXIS ARCHITECTS + DESIGN
By: René Bobadilla, City Manager By: Kevin Sund
Date: Title Principal-in-Charge
Date:

ATTEST:

Maribel Garcia, City Clerk
Date:

APPROVED AS TO FORM:

By:

Rick Olivarez, City Attorney,
Date:

EXHIBIT “A”
Scope of Services & Compensation Rate
01 Sept 2026
AXIS Architecture + Design for the Architectural Design Services for the City of Santa Fe Springs Dual-Brand Marriott Hotel Project AXIS Architecture + Design proposes for the full-scope architectural design services for the dualbrand Marriott hotel project located at 12131 Telegraph Road, Santa Fe Springs, California 90670.

The project consists of two Marriott-brand hotels, a 110-guestroom Courtyard by Marriott and a 167-guestroom Residence Inn by Marriott — designed to share site infrastructure, parking, and select back-of-house facilities while maintaining distinct brand identities, guest experiences, and operational programs consistent with Marriott International's dual-brand standards.

This proposal outlines AXIS's proposed scope of architectural, design, and related consultant services required to advance the project from conceptual design through entitlements, construction documentation, and construction administration, in coordination with the City of Santa Fe Springs and other applicable regulatory agencies. AXIS approach reflects AXIS’s experience delivering projects to meet, or exceed as may be appropriate, the Design and Construction Standards establish for the Marriott brands and their NEW design requirements, and is structured to support the City Council's review of the project's design, entitlement pathway, and associated professional service fees.

The dual hotel will be designed and developed to share common areas and amenities, as follow:
-Lobby and Lobby Lounge
-Front Desk / Registration / Admin.
-Event Rooms-2 into 1 plus 1 Board Room for 20 plus 1 additional in Residence Inn Breakfast Dining
-Ground Floor Bathroom
-Bistro Cafe and Bar
-Residence Inn Breakfast Dining (also doubles as an event room) -Fitness Center
-Pool and Outdoor Pool Terraces
-Guest Laundry
-Market Place / grab-and-go
-BOH (Back of House)
-Outdoor Lounge and BBQ Grills
-Structural Parking
The following sections detail the proposed scope of work by phase, the associated fee structure, and the project team AXIS intends to bring to this engagement.

A. TEST FIT, PRELIMINARY CONCEPTS, $15,000.00
Test fits and preliminary concept options for the site, including 2-story concrete parking podium concept.

B. CONCEPTUAL DESIGN, $50,000.00
Kickoff, site/floor plan and exterior development, structural system evaluation (Levels 3– 7), dual brand building organization, up to three (3) exterior façade options, 3D SketchUp massing model, one preliminary City agency meeting. (Authorized by MHI/DFH per signed LOI.

C. SCHEMATIC DESIGN, $60,000.00
Site plan, floor/roof plans, elevations, building sections, exterior design character and materials, guestroom layouts for both prototypes, coordination with hotel operations and interior designer, sketch renderings, and 30% submittal to Marriott.

D. ENTITLEMENT, $30,000.00
Preparation and submittal of SD documents to City of Santa Fe Springs for full entitlement; Design Approval and Planning Approval applications; includes one (1) round of planning comments and one (1) resubmission. Meetings/hearings excluded.

E. DESIGN DEVELOPMENT, $95,000.00
Design Development documents including site plan, floor and roof plans with structural/MEP/code input, elevations, building sections, exterior skin details, color and material board, outline specifications, and 60% DD submittal to Marriott.

F. CONSTRUCTION DOCUMENTS, $220,000.00
50% and 95% CDs of all disciplines for MHI/DFH, Contractor and Brand review; Project Manual including Specifications; 95% CDs submitted to City for Plan Check; approx. sixteen (16) weekly project conference calls; Bid Package support.

G. PERMITTING & BIDDING, $35,000.00
Incorporation of Plan Check, Owner, Hotel Operator and Contractor comments into Bid Set (2nd Plan Check Review set); Addenda with written narratives; assistance obtaining permits and approvals for the Building Permit.

H. CONSTRUCTION OBSERVATION, $180,000.00
Contractor RFI responses, submittal review, design intent clarification, and weekly conference calls during construction. Construction duration assumed approx. 20 months including close-out; job captain available an average of 75% over the duration.

I. MODEL ROOM PHASE, $30,000.00
AXIS to work closely with the ID Team to prepare Construction Documents for two (2) model rooms, one (1) for Courtyard and one (1) for Residence Inn. Model Room is $15,000 per room.

J. Included turn key in ADDITONAL CONSULTANTS, $605,896.00 above sections with AXIS for all: Structural Engineering, MEP (Mechanical/Electrical/Plumbing) Engineering, and Code Review and Specifications. Total Price Turn Key for all these additional Consultants will not exceed its total.

OVERALL DURATION: approximately 26 months, subject to acceleration where possible. Two (2) weeks allowed for City review at completion of Schematic Design and two (2) weeks for DFH/Contractor/Brand review at completion of Design Development.

PHASE OF SERVICE FEE
Test Fit / Preliminary Concepts $15,000.00
Conceptual Design $50,000.00
Schematic Design $60,000.00
Entitlement $30,000.00
Design Development $95,000.00
Construction Documents $220,000.00
Permitting & Bidding $35,000.00
Construction Observation $180,000.00
Model Room Phase $30,000.00
Structural Engineering, MEP
(Mechanical/Electrical/Plumbing) Engineering, Code
Review, Specifications
$605,896.00
TOTAL TURNKEY FEE (Design + Additional Consultants) $1,320,896.00 EXCLUSIONS:
•Presentation renderings; LEED design or documentation; FF&E selection; traffic/site access control; ABC agency approval; cost estimating.
•Design-Build portions, including: pool design & permitting; fire suppression and fire alarm system design & permitting; emergency responder radio coverage; security/surveillance; audio/video; low voltage systems; interior signage/wayfinding (except as required by code); exterior signage design & permitting; exterior/interior cold-formed steel framing design & engineering; elevator design & permitting; laundry design and door hardware are Design-Build by vendor/supplier.

However, AXIS shall include the engineering and placement of electrical, plumbing, and all other utility supply and connections for all hotel equipment, fixtures, amenities, and systems in its drawings.

SUMMARY OF FEES / TERMS:

1. Total Price of $1,290,896.00 includes total "turnkey" complete that includes all labor and overtime, supplies, parts and materials, all taxes including transportation taxes, and complete delivery turn key to meet DFH and City approval.

2. Retainer: Initial payment of $30,000 due prior to commencement, credited against the final invoice.

3. Invoicing: Monthly for professional services. Payment terms are Net 30 days from invoice date. Vendor reserves the right to add 10% interest (annual basis) to unpaid balances starting on the 45th day.

4. Reimbursable expenses: In addition to fees, invoiced at 1.10 × cost (drawing reproduction, plotting, printing, courier/messenger, out-of-town travel; mileage excepted from customary list).

5. Hourly rates (for T&M phases; adjusted annually per Architect's normal salary review):
-Founding Principal $280
-Principal in Charge $240
-Associate Principal $200
-Technical Director $185
-Sr. Project Manager $185; Project Manager $175
-Sr. Job Captain / Sr. Project Architect $175
-Senior Project Designer $165
-Job Captain $165; Jr. Job Captain $150
-Designer $155; Jr. Designer $145
-Drafter $120; Jr. Drafter $110.

6. Additional services: Changes beyond AXIS control may warrant additional compensation via written Work Authorization (WA); AXIS shall not proceed without approval.

7. Construction Observation duration is assumed at approx. 20 months including close-out; if extended for reasons outside AXIS control, AXIS reserves the right to seek additional compensation.

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

APPROVAL OF CITY COUNCIL RESOLUTION NO. 10040 THAT DECLARES THE INTENT OF

THE CITY COUNCIL TO REIMBURSE EXPENDITURES RELATED TO THE DEVELOPMENT OF

A DUAL-BRAND HOTEL TO BE MADE PRIOR TO THE ISSUANCE OF TAX-EXEMPT BONDS

FOR A CITY OWNED AND OPERATED HOTEL (COMMUNITY DEVELOPMENT) DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Adopt Resolution No. 10040 that declaring the City Council’s official intent to reimburse the City for certain eligible expenditures incurred in connection to the development of a City owned dual-brand hotel from proceeds of tax-exempt obligations, made prior to the issuance of tax-exempt bonds; and

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

FISCAL IMPACT
The approval of this reimbursement resolution is not expected to have a financial impact on the City.

Although the City will pre-fund costs of certain design and pre-construction work from available bond proceeds in the City's General Fund reserves, the City intends to reimburse itself from tax-exempt bonds once obligations are issued.

BACKGROUND
On July 7, 2026, the City Council authorized the City Manager to execute a Letter of Intent and Exclusive Negotiation Agreement (“ENA”) with Dual Flag Hotels LLC (“DFH”) for the development of a premium dual-brand hotel facility (Courtyard by Marriott and Residence Inn by Marriott, approximately 277 keys) on City-owned property located at 12131 Telegraph Road, Santa Fe Springs, CA 90670 (APN 8005-012-031) (the “Project”).

The City anticipates funding the Project with a combination of pay-go funds and tax-exempt bonds, with debt service ultimately supported by Project-generated hotel revenues consistent with the revenue and Trust/Bond account structure contemplated by the ENA. One of the primary benefits of tax-exempt bond financing is the ability to advance design and pre-construction work now, rather than waiting for bond proceeds to become available, which helps keep the Project on schedule.

The City has entered, or is entering, into Professional Services Agreements with AXIS Architecture + Design, Coory Engineering, and DFH for architectural design, civil engineering/land surveying, and specialty consultant coordination services in support of the Project, and expects to begin incurring costs under those agreements before any Obligations are issued.

The proposed reimbursement resolution declares the City’s official intent, consistent with Treasury Regulations Section 1.150-2, to reimburse itself from proceeds of tax-exempt obligations for certain eligible Project expenditures incurred prior to the issuance of the bond obligations. Pursuant to Section 1.150-2, and issuer generally must declare its official intent to reimburse an expenditure before, or not later than 60 days after, payment of the expenditure, subject to applicable exceptions and requirements. In other words, adoption of this Resolution will establish the City’s official intent to reimburse eligible Project expenditures with proceeds of the anticipated bond proceeds which allows the City to commence spending on Project design and pre-construction work now, with the expectation of being reimbursed from bond proceeds once the Obligations are issued, effectively allowing the City to keep the Project moving without waiting on the bond issuance timeline.

ANALYSIS
Unlike a resolution tied to a dedicated revenue stream (such as a parcel tax), repayment of any Obligations issued for the Project is expected to be supported over time by Project-generated hotel revenues, consistent with the revenue-collection and City Trust/Bond account mechanism described in the ENA, once the Project is operational.

ENVIRONMENTAL
Adoption of this Resolution is an administrative and financial planning action that does not authorize construction of the Project and is not a “project” under CEQA Guidelines Section 15378. Environmental review of the Project itself will occur separately, prior to any approval committing the City to a definite course of action regarding construction

DISCUSSION
The City will advance certain Project costs from its own funds, with the expectation that such costs will be reimbursed from bond proceeds once the Obligations are issued. Treasury Regulations Section 1.150-2 generally requires the issuer to declare its official intent to reimburse an expenditure before, or not later than 60 days after, payment of the expenditure. Therefore, once adopted, the City will be able to seek reimbursement for eligible Project costs, including certain design, engineering, and other soft and planning costs. Approval of this Resolution allows the City to continue advancing the Project's design and pre-construction work without waiting for bond proceeds to become available.

Section 3 of the Resolution identifies an expected maximum principal amount of Obligations as required by Treasury Regulations . This amount is intended to establish the anticipated maximum amount of obligations for purposes of the Resolution and it does not appropriate funds or commit the City to issue Obligations in that amount, and may be revised by a future resolution if Project costs are refined. Reimbursement is further subject to the Treasury Regulations Section 1.150-2 timing limits: reimbursement must generally occur within eighteen (18) months after the later of the date an expenditure is paid or the Project is placed in service, and in no event more than three (3) years after the expenditure is paid.

SUMMARY/NEXT STEPS
If approved, staff will continue to work with bond counsel on the timing and structure of the anticipated bond issuance.

Attachments
Attachment No. 1 - Resolution No. 10040
RESOLUTION NO. 10040

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

DECLARING ITS OFFICIAL INTENT TO ISSUE TAX-EXEMPT OBLIGATIONS TO BE

USED TO REIMBURSE THE CITY OF SANTA FE SPRINGS FOR EXPENDITURES

RELATED TO THE DEVELOPMENT OF A DUAL-BRAND HOTEL FACILITY WHEREAS, the City of Santa Fe Springs (the "City") desires to finance the design, entitlement, construction, and equipping of a dual-brand hotel on City-owned property located at 12131 Telegraph Road, Santa Fe Springs, CA 90670 (APN 8005-012-031), consistent with the Letter of Intent and Exclusive Negotiation Agreement between the City and Dual Flag Hotels LLC approved by the City Council on July 7, 2026 (the "Project"); and
WHEREAS, the City intends to use proceeds from the sale of obligations such as loans, bonds, certificates, and notes issued in one or more series, the interest upon which is to be excluded from gross income for federal income tax purposes (the "Obligations"), to finance all or a portion of the Project; and
WHEREAS, pursuant to Treasury Regulations Section 1.150-2, the City may reimburse amounts advanced by the City for the Project from proceeds of the Obligations, provided that the applicable requirements of Section 1.150-2 are satisfied, including, the requirement that the City declare its official intent to reimburse such expenditures before, or not later than sixty (60) days after payment of the original expenditure of an amount advanced by the City; and
WHEREAS, the City expects to incur certain expenditures relating to the Project, including, without limitation, architectural design services, civil engineering and land surveying services, and other specialty consultant services and to pay for such expenditures from certain moneys on hand prior to the issuance of the Obligations; and WHEREAS, the City reasonably expects and intends to use a portion of the proceeds of the Obligations to reimburse the City for expenditures made prior to the date the Obligations are entered into and issued.

NOW, THEREFORE, the City Council of the City of Santa Fe Springs hereby resolves, declares, and determines as follows:

SECTION 1. Recitals. The above recitals are true and correct and the Council so finds and determines.

SECTION 2. Declaration of Official Intent to Reimburse. The Council hereby declares its official intent to reimburse the City for amounts advanced by the City to prefund the design, construction, acquisition, installation, and equipping of the Project from available bond proceeds and general fund reserves, with such amounts to be reimbursed from proceeds of the sale of the Obligations. It is intended that this Resolution shall constitute a declaration of "official intent" within the meaning of Treasury Regulations Section 1.150-2 promulgated under Section 150 of the Internal Revenue Code of 1986, as amended.

SECTION 3. Expected Maximum Principal Amount. The Obligations shall be issued in one or more series in an expected maximum principal amount of $150 Million.

The Obligations are expected to be issued by the City for the purpose of providing taxexempt financing for the Project.

SECTION 4. Other Approvals. The adoption of this Resolution shall not bind the City to proceed with execution and delivery of the Obligations until and unless all other necessary actions and approvals are taken or received in accordance with all applicable laws.

SECTION 5. Effective Date. This Resolution shall take effect upon its adoption.

APPROVED and ADOPTED this 1st day of September 2026 by the following roll call 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: Cuong Nguyen, Director of Community Development
SUBJECT:

APPROVAL OF PROFESSIONAL SERVICES AGREEMENT WITH DUAL FLAG HOTELS, LLC

FOR SPECIALTY CONSULTANT COORDINATION - AWARD OF CONTRACT (COMMUNITY

DEVELOPMENT)
DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Find that procurement of a Professional Services Agreement (“Agreement”) between the City of Santa Fe Springs and Dual Flag Hotels LLC (“DFH”) engaging DFH to retain, coordinate, and manage the specialty consultants identified in Exhibit “A” to the Agreement, at a total fee amount up to $840,873, consistent with the turnkey development approach set forth in the Letter of Intent and Exclusive Negotiation Agreement between the City and DFH approved by City Council on July 7, 2026; and

2. Authorize the City Manager, in consultation with the City Attorney, to execute the Agreement, including any non-substantive changes necessary to finalize the transaction; and

3. Take such additional, related actions that may be desirable to implement the recommended actions.

DISCUSSION
The staff report and supporting attachments for this item are being finalized and will be made available at the Council meeting. If finalized sooner, they will be posted to the City's website and at the City Clerk's Office in advance.

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

DUAL-BRAND HOTEL PROJECT MANAGEMENT AGREEMENT WITH DUAL FLAG HOTELS,

LLC AWARD OF CONTRACT (COMMUNITY DEVELOPMENT)
DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

1. Find that procurement of hotel operations services for the Santa Fe Springs Dual-Brand Hotel Project through the standard Request for Proposal (RFP) solicitation process is impractical, in that Dual Flag Hotels LLC (“DFH”) is uniquely qualified and has been identified to serve in this role after successful negotiations with City, and that engaging DFH directly is necessary to maintain continuity with DFH’s turnkey development approach and the Project schedule; and

2. By a 4/5 vote pursuant to Santa Fe Springs Municipal Code Section 34.18(F), dispense with the RFP process and approve a Hotel Operations Agreement with DFH at a fee amount at commencement of hotel operations up to $1,360,000 per year for a 30-year term to provide hotel operations management and oversight for the Santa Fe Springs Dual-Brand Hotel Project; and

3. Authorize the City Manager, in consultation with the City Attorney, to execute the Agreement, including any non-substantive changes necessary to finalize the transaction; and

4. Take such additional, related actions that may be desirable to implement the recommended actions.

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

HOTEL OPERATIONS AGREEMENT WITH DUAL FLAG HOTELS, LLC AWARD OF CONTRACT (COMMUNITY DEVELOPMENT)
DATE: Tuesday, September 1, 2026, 6:00 PM
RECOMMENDATION:

It is recommended that City Council:

3. Authorize the City Manager, in consultation with the City Attorney, to execute the Agreement, including any non-substantive changes necessary to finalize the transaction; and

4. Take such additional, related actions that may be desirable to implement the recommended actions.

Santa Fe Springs City CouncilSeptember 1, 2026

Santa Fe Springs City Council
September 1, 2026