Agenda packet — South El Monte City Council, February 8, 2022 (part 2 of 2)

CONTRACT C-18
(a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

In addition, Contractor agrees to indemnify, defend and hold harmless the Indemnified Parties from, any and all claims and liabilities for any infringement of patent rights, copyrights or trademark on any person or persons in consequence of the use by the Indemnified Parties of articles to be supplied by Contractor under this Agreement, and of which the Contractor is not the patentee or assignee or has not the lawful right to sell the same.

Contractor shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Contractor shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Contractor in the performance of professional services and work hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City’s negligence, except that design professionals’ indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Contractor and shall survive termination of this Agreement.

5.4 Notification of Third-Party Claims.

City shall timely notify Contractor of the receipt of any third-party claim relating to the work under this Agreement. City shall be entitled to recover from Contractor its reasonable costs incurred in providing such notification.

5.5 Performance and Labor Bonds.

Concurrently with execution of this Agreement Contractor shall deliver to the City, the following:

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CONTRACT C-19
(a) A performance bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the faithful performance of this Agreement.
(b) A labor and materials bond in the amount of the Contract Sum of this Agreement, in the form provided by the City Clerk, which secures the payment of all persons furnishing labor and/or materials in connection with the work under this Agreement.

Both the performance and labors bonds required under this Section 5.5 shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond shall be unconditional and remain in force during the entire term of the Agreement and shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and pays all labor and materials for work and services under this Agreement.

5.6 Sufficiency of Insurer or Surety.

Insurance and bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A” or better in the most recent edition of Best’s Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Contractor agrees that the minimum limits of the insurance policies and the performance bond required by Section 5.5 may be changed accordingly upon receipt of written notice from the Risk Manager.

5.7 Substitution of Securities.

Pursuant to Public Contract Code Section 22300, substitution of eligible equivalent securities for any funds withheld to ensure performance under this Agreement may be permitted at the request and sole expense of the Contractor. Alternatively, the Contractor may, pursuant to an escrow agreement in a form prescribed by Public Contract Code Section 22300, request payment of retentions funds earned directly to the escrow agent at the sole expense of the Contractor.

5.8 Release of Securities.

City shall release the Performance and Labor Bonds when the following have occurred:
(a) Contractor has made a written request for release and provided evidence of satisfaction of all other requirements under Article 5 of this Agreement; (b) the Work has been accepted; and
(c) after passage of the time within which lien claims are required to be made pursuant to applicable laws; if lien claims have been timely filed, City shall hold the Labor

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CONTRACT C-20
Bond until such claims have been resolved, Contractor has provided statutory bond, or otherwise as required by applicable law.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Contractor shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies, certified and accurate copies of payroll records in compliance with all applicable laws, or other documents relating to the disbursements charged to City and services performed hereunder (the “books and records”), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of 3 years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Contractor’s business, custody of the books and records may be given to City, and access shall be provided by Contractor’s successor in interest. Notwithstanding the above, the Contractor shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Contractor hereby acknowledges that the City is greatly concerned about the cost of work and services to be performed pursuant to this Agreement. For this reason, Contractor agrees that if Contractor becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein or, if Contractor is providing design services, the cost of the project being designed, Contractor shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Contractor is providing design services, the estimated increased or decreased cost estimate for the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the “documents and materials”) prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted

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CONTRACT C-21
documents without specific written authorization by the Contractor will be at the City’s sole risk and without liability to Contractor, and Contractor’s guarantee and warranties shall not extend to such use, reuse or assignment. Contractor may retain copies of such documents for its own use.

Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages resulting therefrom. Moreover, Contractor with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

6.4 Confidentiality and Release of Information.
(a) Information gained or work product produced by Contractor in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Contractor. Contractor shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Contractor, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Contractor gives City notice of such court order or subpoena. (c) If Contractor, or any officer, employee, agent or subcontractor of Contractor, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Contractor for any damages, costs and fees, including attorneys’ fees, caused by or incurred as a result of Contractor’s conduct. (d) Contractor shall promptly notify City should Contractor, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other

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CONTRACT C-22
appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes.
(a) Default; Cure. In the event that Contractor is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Contractor for any work performed after the date of default. Instead, the City may give notice to Contractor of the default and the reasons for the default. The notice shall include the timeframe in which Contractor may cure the default. This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Contractor is in default, the City shall hold all invoices and shall proceed with payment on the invoices only when the default is cured. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Contractor does not cure the default, the City may take necessary steps to terminate this Agreement under this Article.

Any failure on the part of the City to give notice of the Contractor’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.
(b) Dispute Resolution. This Agreement is subject to the provisions of Article 1.5 (commencing at Section 20104) of Division 2, Part 3 of the California Public Contract Code regarding the resolution of public works claims of less than $375,000. Article 1.5 mandates certain procedures for the filing of claims and supporting documentation by the Contractor, for the response to such claims by the City, for a mandatory meet and confer conference upon the request of the Contractor, for mandatory non-binding mediation in the event litigation is commenced, and for mandatory judicial arbitration upon the failure to resolve the dispute through mediation. This Agreement hereby incorporates the provisions of Article 1.5 as though fully set forth herein.

7.3 Retention of Funds.

Contractor hereby authorizes City to deduct from any amount payable to Contractor (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Contractor’s acts or omissions in performing or failing to perform Contractor’s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Contractor, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Contractor to insure, indemnify, and protect City as elsewhere provided herein.

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CONTRACT C-23

7.4 Waiver.

Waiver by any party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Acceptance by City of any work or services by Contractor shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver.

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Contractor shall file a claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of $_________ (___________________________ Dollars) as liquidated damages for each working day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

7.8 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be

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CONTRACT C-24
such shorter time as may be determined by the Contract Officer. In addition, the Contractor reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Contractor may determine. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Contractor has initiated termination, the Contractor shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Contractor has initiated termination, the Contractor shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.9 Termination for Default of Contractor.

If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Contractor for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.10 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

7.11 Unfair Business Practices Claims.

In entering into this Agreement, Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. § 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials related to this Agreement. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment of the Parties.

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CONTRACT C-25
ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Contractor covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Contractor’s performance of services under this Agreement. Contractor further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Contractor agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination.

Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry, or other protected class.

8.4 Unauthorized Aliens.

Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C. § 1101 et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Contractor hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

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CONTRACT C-26
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of South El Monte, 1415 Santa Anita Ave., South El Monte California 91733, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing.

Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. All correspondence relating to this Agreement shall be serialized consecutively.

9.2 Interpretation.

The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply.

9.3 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Contractor and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.

9.5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their bargain or renders this Agreement meaningless.

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CONTRACT C-27

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “noninterests” pursuant to Government Code Sections 1091 or 1091.5. Contractor warrants and represents that it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of obtaining or being awarded any agreement.

Contractor further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Contractor is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]

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CONTRACT C-28
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF SOUTH EL MONTE, a municipal
corporation
____________________________________
Gloria Olmos, Mayor
ATTEST:

Donna G. Schwartz
City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Anthony R. Taylor
City Attorney
CONTRACTOR:
____________________________________
By: _______________________________
Name:

Title:

By:_________________________________
Name:

Title:

Address:

Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES

SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONTRACTOR’S BUSINESS ENTITY.

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01257.0006/611102.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2019 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

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01257.0006/611102.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: _____________________________________

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

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01257.0006/611102.1 A-1
EXHIBIT “A”

SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled
_____________________________________________, including any documents or exhibits referenced therein. The bid documents shall include, but not limited to, those bid specifications and documents provided in Exhibit “A-1”.

II. Brief description of the work to be performed:

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering status reports as may be required by the City from time to time.

IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

V. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.

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01257.0006/611102.1 A-2
EXHIBIT “A-1”

BID SPECIFICATIONS AND DOCUMENTS

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01257.0006/611102.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

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01257.0006/611102.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Contractor shall perform all work at the rates on the Bid Sheet submitted as part of Contractor’s Proposal, and listed below:

Item
No. DESCRIPTION Quantity Unit SUBBUDGET
1 2
3 TOTAL
II. A retention of five percent (5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.

III. Within the budgeted amounts for each item on the Bid Sheet, and with the approval of the Contract Officer, funds may be shifted from one item’s subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Work is approved per Section 1.10.

IV. The City will compensate Contractor for the Services performed upon submission of a valid invoice. Each invoice is to include:

A. Line items for all personnel describing the work performed, the number of hours worked, and the hourly rate.

B. Line items for all materials and equipment properly charged to the Services.

C. Line items for all other approved reimbursable expenses claimed, with supporting documentation.

D. Line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the Services.

V. The total compensation for the Services shall not exceed the amount provided in Section

2.1 of this Agreement.

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01257.0006/611102.1 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Contractor shall perform all work timely in accordance with the following schedule:

Days to Perform Deadline Date
A. Task A ______________ ______________
B. Task B ______________ ______________
C. Task C ______________ ______________
II. Contractor shall deliver the following tangible work products to the City by the following dates.

III. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.

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01257.0006/611102.1 D-2

PERFORMANCE BOND
WHEREAS, the CITY OF SOUTH EL MONTE, (“City”), has awarded to __________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as
follows:__________________________________________________; WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bound Contractor, or its heirs, executors, administrators, successors, or assigns, shall in all things stand and abide by, well and truly keep and perform all undertakings, terms, covenants, conditions, and agreements in the said Contract and any alteration thereof, made as therein provided, all within the time and in the manner designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and effect.

FURTHER, the said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

Executed on 20___.

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal)

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01257.0006/611102.1 D-3
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of
process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to do business in and have an agent for service of process in California. Certified copy of Power of Attorney must be attached.

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01257.0006/611102.1

PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF SOUTH EL MONTE, (“City”), has awarded to __________________________________, as Contractor (“Principal”), a Contract for the work entitled and described as
follows:__________________________________________________; WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if said Contractor, its heirs, executors, administrators, successors, assigns, or subcontractor fails to pay: (1) for any work, materials, services, provisions, provender, or other supplies, or for the use of implements of machinery, used in, upon, for, or about the performance of the work to be done, or for any work or labor thereon of any kind; (2) for work performed by any of the persons named in Civil Code Section 9100; (3) for any amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract; and/or (4) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor and/or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor, then the Surety herein will pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void.

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon the bond. Moreover, if the City or any entity or person entitled to file stop payment notices is required to engage the services of an attorney in connection with the enforcement of this bond, each shall be liable for the reasonable attorney's fees incurred, with or without suit, in addition to the above sum.

Said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of such change, extension of time, alteration, or modification of the Contract Documents or of the work to be performed thereunder.

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01257.0006/611102.1
Executed on , 20____.

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

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01257.0006/611102.1

WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of South El Monte
Project: _____________________________________________
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner.

The Company will give at least 30 days' written notice to the City and Engineer/Architect prior to any cancellation of said policy.

POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:

Statutory Limits Under the Laws
of the State of California
Employers' Liability:
$_________________ Each Accident
$_________________ Disease - Policy Limit
$_________________ Disease - Each Employee
Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By
(Company Representative)
(SEE NOTICE ON NEXT PAGE)

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01257.0006/611102.1
Insurance Company Agent for Service
of Process in California:

Name
Agency
Street Number
City and State
Telephone Number
This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not amend, extend, or alter the coverage afforded by the policy listed herein.

This is to certify that the policy has been issued to the named insured for the policy period indicated, notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions of such policy.

NOTICE:

No substitution or revision to the above certificate form will be accepted. If the insurance called for is provided by more than one insurance company, a separate certificate in the exact above form shall be provided for each insurance company.

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01257.0006/611102.1

ADDITIONAL INSURED ENDORSEMENT

COMPREHENSIVE GENERAL LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

1. The
(“Public Agency”), its elected officials, officers, attorneys, agents, employees, and volunteers are additional insureds (the above named additional insureds are hereafter referred to as the “Additional Insureds”) under the Policy in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured. The Additional Insureds have no liability for the payment of any premiums or assessments under the Policy.

2. The insurance coverages afforded the Additional Insureds under the Policy shall be primary insurance, and no other insurance maintained by the Additional Insureds shall be called upon to contribute with the insurance coverages provided by the Policy.

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought except with respect to the limits of the Company's liability.

4. Nothing in this contract of insurance shall be construed to preclude coverage of a claim by one insured under the policy against another insured under the policy. All such claims shall be covered as third-party claims, i.e., in the same manner as if separate policies had been issued to each insured. Nothing contained in this provision shall operate to increase or replicate the Company's limits of liability as provided under the policy.

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained in or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereof. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

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01257.0006/611102.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager, City of South El Monte, 1415 Santa Anita Ave., South El Monte, California 91733.

10. Except as stated above and not in conflict with this endorsement, nothing contained herein shall be held to waive, alter or extend any of the limits, agreements, or exclusions of the policy to which this endorsement is attached.

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Contractual Liability □ Explosion Hazard
□ Owners/Landlords/Tenants □ Collapse Hazard
□ Manufacturers/Contractors □ Underground Property Damage □ Products/Completed Operations □ Pollution Liability
□ Broad Form Property Damage □ Liquor Liability
□ Extended Bodily Injury □
□ Broad Form Comprehensive □
General Liability Endorsement □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .
(signatures on following page)

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01257.0006/611102.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

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01257.0006/611102.1

ADDITIONAL INSURED ENDORSEMENT

AUTOMOBILE LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

5. The insurance afforded by the Policy for contractual liability insurance (subject to the terms, conditions and exclusions applicable to such insurance) includes liability assumed by the Named Insured under the indemnification and/or hold harmless provision(s) contained or executed in conjunction with the written agreement(s) or permit(s) designated above, between the Named Insured and the Additional Insureds.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

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01257.0006/611102.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of South El Monte
1415 Santa Anita Avenue
South El Monte, California 91733

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

11. Scheduled items or locations are to be identified on an attached sheet. The following inclusions relate to the above coverages. Includes:
□ Any Automobiles □ Truckers Coverage
□ All Owned Automobiles □ Motor Carrier Act
□ Non-owned Automobiles □ Bus Regulatory Reform Act
□ Hired Automobiles □ Public Livery Coverage
□ Scheduled Automobiles □
□ Garage Coverage □

12. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except: (if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

13. This is an □ occurrence or □ claims made policy (check one).

14. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number . (signatures on following page)

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Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

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01257.0006/611102.1

ADDITIONAL INSURED ENDORSEMENT

EXCESS LIABILITY
Name and address of named insured (“Named Insured”)
Name and address of Insurance Company (“Company”)
General description of agreement(s), permit(s), license(s), and/or activity(ies) insured Notwithstanding any inconsistent statement in the policy to which this endorsement is attached (the “Policy”) or in any endorsement now or hereafter attached thereto, it is agreed as follows:

3. Each insurance coverage under the Policy shall apply separately to each Additional Insured against whom claim is made or suit is brought, except with respect to the limits of the Company's liability.

6. The policy to which this endorsement is attached shall not be subject to cancellation, change in coverage, reduction of limits (except as the result of the payment of claims), or non-renewal except after written notice to Public Agency, by certified mail, return receipt requested, not less than thirty (30) days prior to the effective date thereto. In the event of Company's failure to comply with this notice provision, the policy as initially drafted will continue in full force and effect until compliance with this notice requirement.

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

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01257.0006/611102.1

8. It is hereby agreed that the laws of the State of California shall apply to and govern the validity, construction, interpretation, and enforcement of this contract of insurance.

9. This endorsement and all notices given hereunder shall be sent to Public Agency at:

City Manager
City of South El Monte
1415 Santa Anita Avenue
South El Monte, California 91733

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY
□ Following Form
□ Umbrella Liability
□

11. Applicable underlying coverages:

INSURANCE COMPANY POLICY NO. AMOUNT

12. The following inclusions, exclusions, extensions or specific provisions relate to the above coverages:

13. A □ deductible or □ self-insured retention (check one) of $ applies to all coverage(s) except:
(if none, so state). The deductible is applicable □ per claim or □ per occurrence (check one).

14. This is an □ occurrence or □ claims made policy (check one).

15. This endorsement is effective on at 12:01 a.m. and forms a part of Policy Number .

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01257.0006/611102.1
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

Executed , 20
Signature of Authorized Representative
(Original signature only; no facsimile signature
Telephone No.: ( ) or initialed signature accepted)

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City Council Agenda Report
Agenda Item No. 9.e.

DATE: February 8, 2022
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rachel Barbosa, City Manager
SUBMITTED BY: William Fox, Interim Finance Director
SUBJECT: PRESENTATION ON ANALYSIS OF REFINANCING THE

CALPERS UNFUNDED PENSION LIABILITY
SUMMARY: The City's Financial Advisor, Kosmont Transaction Services, developed an analysis that shows the City can achieve $1.5 million in cash flow savings. This is based upon financing the existing CalPERS unfunded pension liability with debt. The proceeds collected from the debt issuance will be used to fund the CalPERS unfunded pension liability.

RECOMMENDED ACTION: Staff is seeking authorization to proceed with bond financing of the CalPERS unfunded pension obligation.

FISCAL IMPACT: The fiscal impact of debt financing to fund the CalPERS unfunded pension liability is projected to save the City $1.5 million in cash flow over 20 years.

DISCUSSION: On November 9, 2021, the City Council approved Kosmont Transaction Services to be the City's Financial Advisor to address the actuarial determined $9.6 million CalPERS unfunded pension liability. This liability is the result of CalPERS not being able to make sufficient earnings on their portfolio of investments. The projected $9.6 million shortfall becomes the City's responsibility to fund this gap. Currently, the City has been making an extra annual payment each year to reduce this liability. CalPERS has historically been charging 7.0% interest on the balance of the unfunded pension liability. The City is seeking to issue debt to replace the CalPERS unfunded pension liability with a lower interest rate. The City has the ability to issue debt at a lower projected

3.6% interest rate, rather than the 7.0% currently being charged by CalPERS through fiscal year 2023 and 6.8% starting in fiscal year 2024. Based upon the analysis performed, the City can achieve an estimated cash flow savings of $1.5 million over a 20-year period. The exact level of savings is dependent on the funding strategy employed and the actual market interest rate on the date of the issuance of the debt financing.

Kosmont Transaction Services has developed next steps to proceed with the debt financing. These steps include:

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 Engage a bond underwriter.
 Develop a timeline for funding preparation and execution.  Execute this financing as soon as practicable as the Federal Government is expected to raise interest rates in the near future.

A progress report will be provided prior to the debt issuance to keep the City Council fully informed of any material changes in the expected outcome and timing of this financing.

ATTACHMENT(S):

A. Unfunded Pension Liability Refinancing Considerations

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1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
TEL: 424-297-1070 | URL: www.KosmontTransactions.com
Unfunded Pension Liability Refinancing Considerations
Presented by:

Larry J. Kosmont, CRE®, President | Kosmont Transactions Services | [email protected] Dan Massiello, Sr. VP & Chief Compliance Officer | Kosmont Transactions Services | [email protected]

CITY OF SOUTH EL MONTE, CA

CITY COUNCIL PRESENTATION
FEBRUARY 8, 2022

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OVERVIEW
 City engaged Kosmont Transactions Services (KTS) as Municipal Advisor to evaluate options to refinance City’s outstanding Unfunded Accrued Liability (UAL) with the California Public Employees’ Retirement System (CalPERS)  City Staff and KTS have been working on options for City Council Consideration  City can issue either Pension Obligation Bonds (POBs) or Lease Revenue Bonds (LRBs) to refinance UAL
 Each approach has different policy and timing implications to consider  City can refinance all or a portion of its UAL
 This presentation summarizes key factors for consideration by City to move the UAL refinancing forward
Kosmont Transactions Services | Proprietary Do Not Duplicate | 2

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CITY’S UNFUNDED ACCRUED LIABILITY (“UAL”)
 Projected Combined UAL at 6/30/20221: $9,601,214
 UAL payments starting next year (FY23) are based on projected 6/30/2022 amount  CalPERS includes 7%2 interest charge in UAL amortization payments  Most recently available actuarial data for all Plans is as of 6/30/20201:
- Required Combined Balance: $31,285,832
- Market Value of Assets: 21,712,678
- Amount Underfunded (UAL): $ 9,573,154
 City’s scheduled payment in FY22 was $683,420; will be $776,125 in FY23 – a 13.6% increase  UAL is currently scheduled to be paid down slightly to $9,470,469 (by 6/30/22) Kosmont Transactions Services | Proprietary Do Not Duplicate | 3 1 Source: CalPERS (most currently available information) 2 As of 6/30/2021; will be reduced to 6.8% for FY 2024 payments

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CalPERS’ 2021 INVESTMENT GAINS
 CalPERS has reported a gross Investment Gain of 21.3% for Fiscal Year ended June 30, 2021  14.3% greater than the 7.0% “Discount Rate” target
 After expenses, net Investment Gains could be ~14.1%
 UAL is comprised of both Investment Gains/Losses and Non-Investment Gains/Losses  Investment Gains/Losses can be estimated; Non-Investment Gains/Losses cannot  Non-Investment Gains/Losses attributable to demographic and assumption changes; changes in employees’ compensation; and other actuarial factors
 CalPERS actuaries take one year to calculate fiscal impact  Will not know impact of FY21 performance on UAL until August 2022  Any net positive Investment or Non-investment Gains could each serve to reduce UAL  Excess earnings of over 9% has triggered automatic discount rate reduction from 7.0% to 6.8%  CalPERS Board determined in November to keep Discount Rate at 6.8%  Rate reduction itself creates new UAL base for FY21 to be paid for with at part of high FY21 return Kosmont Transactions Services | Proprietary Do Not Duplicate | 4

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Kosmont Transactions Services | Proprietary Do Not Duplicate | 5

UAL/BOND REPAYMENT OPTIONS

LEVEL DEBT SERVICE BASIC STRUCTURE
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
$800,000
$900,000
$1,000,000
$1,100,000
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045 Bond Payment Scheduled UAL Pmt.

FYE Scheduled Bond
June 30 UAL Pmt. Payment
2023 $776,125 $731,644 $44,481 $63,803
2024 831,833 731,600 100,233 114,222
2025 890,424 733,800 156,624 161,049
2026 928,348 735,400 192,948 186,260
2027 962,409 731,400 231,009 210,409
2028 986,138 732,000 254,138 220,379
2029 1,010,521 732,000 278,521 230,115
2030 1,035,573 736,400 299,173 236,026
2031 1,061,316 735,000 326,316 245,509
2032 1,087,763 733,000 354,763 254,673
2033 1,080,430 735,400 345,030 237,965
2034 1,071,946 732,000 339,946 224,984
2035 1,048,878 733,000 315,878 201,436
2036 1,003,284 733,200 270,084 167,019
2037 540,725 732,600 (191,875) (93,008)
2038 488,198 736,200 (248,002) (118,462)
2039 432,455 733,800 (301,345) (140,338)
2040 388,664 735,600 (346,936) (156,383)
2041 360,102 731,400 (371,298) (161,121)
2042 276,533 731,400 (454,867) (191,392)
2043 190,338 735,400 (545,062) (221,633)
2044 149,031 733,200 (584,169) (228,296)
2045 56,030 56,030 21,887
TOTALS $16,657,064 $16,135,444 $521,620 $1,465,104
Budget
Savings
PV
Savings

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Kosmont Transactions Services | Proprietary Do Not Duplicate | 6

UAL/BOND REPAYMENT OPTIONS
“HYBRID” DEBT SERVICE BASIC STRUCTURE
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
$800,000
$900,000
$1,000,000
$1,100,000
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045 Bond Payment Scheduled UAL Pmt.

FYE Scheduled Bond
June 30 UAL Pmt. Payment
2023 $776,125 $780,176 ($4,051) $17,095
2024 831,833 833,260 (1,427) 20,633
2025 890,424 886,490 3,934 26,421
2026 928,348 886,990 41,358 58,260
2027 962,409 886,710 75,699 84,845
2028 986,138 885,650 100,488 101,454
2029 1,010,521 883,810 126,711 117,653
2030 1,035,573 886,190 149,383 129,833
2031 1,061,316 887,595 173,721 141,985
2032 1,087,763 883,025 204,738 157,341
2033 1,080,430 887,675 192,755 143,341
2034 1,071,946 886,155 185,791 133,247
2035 1,048,878 883,660 165,218 115,558
2036 1,003,284 885,190 118,094 83,895
2037 540,725 540,550 175 9,314
2038 488,198 483,195 5,003 10,589
2039 432,455 432,400 55 6,882
2040 388,664 387,970 694 6,275
2041 360,102 359,710 392 5,509
2042 276,533 272,035 4,498 5,896
2043 190,338 187,285 3,053 3,887
2044 149,031 145,460 3,571 3,406
2045 56,030 56,030 22,129
TOTALS $16,657,064 $15,051,181 $1,605,883 $1,405,447
Budget
Savings
PV
Savings

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Kosmont Transactions Services | Proprietary Do Not Duplicate | 7

UAL/BOND REPAYMENT OPTIONS
LEVEL DEBT SERVICE – PRIVATE PLACEMENT
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
$800,000
$900,000
$1,000,000
$1,100,000
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045 Bond Payment Scheduled UAL Pmt.

FYE Scheduled Bond PV
June 30 UAL Pmt. Payment Savings
2023 $776,125 $773,263 $2,862 $23,374
2024 831,833 771,400 60,433 77,260
2025 890,424 771,800 118,624 127,438
2026 928,348 771,600 156,748 155,840
2027 962,409 775,800 186,609 174,917
2028 986,138 774,200 211,938 188,397
2029 1,010,521 772,000 238,521 201,466
2030 1,035,573 774,200 261,373 210,510
2031 1,061,316 775,600 285,716 219,546
2032 1,087,763 771,200 316,563 231,841
2033 1,080,430 776,200 304,230 214,622
2034 1,071,946 775,200 296,746 201,356
2035 1,048,878 773,400 275,478 180,461
2036 1,003,284 775,800 227,484 145,491
2037 540,725 772,200 (231,475) (116,029)
2038 488,198 772,800 (284,602) (139,612)
2039 432,455 772,400 (339,945) (162,250)
2040 388,664 776,000 (387,336) (178,851)
2041 360,102 773,400 (413,298) (183,810)
2042 276,533 774,800 (498,267) (214,772)
2043 190,338 190,338 82,829
2044 149,031 149,031 62,236
2045 56,030 56,030 22,454
TOTALS $16,657,064 $15,473,263 $1,183,801 $1,524,714
Budget
Savings

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Kosmont Transactions Services | Proprietary Do Not Duplicate | 8

UAL/BOND REPAYMENT OPTIONS
“HYBRID” DEBT SERVICE – PRIVATE PLACEMENT
FYE Scheduled Bond PV
June 30 UAL Pmt. Payment Savings
2023 $776,125 $775,522 $603 $20,892
2024 831,833 828,580 3,253 24,276
2025 890,424 886,810 3,614 25,479
2026 928,348 892,115 36,233 53,453
2027 962,409 891,445 70,964 80,803
2028 986,138 889,995 96,143 98,148
2029 1,010,521 892,765 117,756 111,327
2030 1,035,573 889,560 146,013 128,142
2031 1,061,316 890,575 170,741 141,019
2032 1,087,763 890,615 197,148 153,818
2033 1,080,430 889,680 190,750 143,642
2034 1,071,946 887,770 184,176 133,905
2035 1,048,878 889,885 158,993 113,428
2036 1,003,284 890,830 112,454 81,817
2037 540,725 535,605 5,120 11,940
2038 488,198 483,055 5,143 10,676
2039 432,455 431,870 585 7,127
2040 388,664 387,050 1,614 6,725
2041 360,102 358,400 1,702 6,132
2042 276,533 275,335 1,198 4,508
2043 190,338 190,338 84,176
2044 149,031 149,031 63,299
2045 56,030 56,030 22,856
TOTALS $16,657,064 $14,757,462 $1,899,602 $1,527,585
Budget
Savings
$0
$100,000
$200,000
$300,000
$400,000
$500,000
$600,000
$700,000
$800,000
$900,000
$1,000,000
$1,100,000
20232024202520262027202820292030203120322033203420352036203720382039204020412042204320442045 Bond Payment Scheduled UAL Pmt.

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LEASE REVENUE VS. PENSION OBLIGATION BONDS
Kosmont Transactions Services | Proprietary Do Not Duplicate | 9 1 Source: CalPERS  City must have a means to legally repay bondholders
 Options limited to “General Obligation” or “Lease Revenue”  General Obligation Bonds can only be authorized by voters or a validation by the Court  Validation applies to refinancing of a debt that already exists, such as the UAL  Validation process takes approximately 3-5 months
 Lease Revenue Bonds pledge rent payments received from a lease to repay investors  City leases assets to a friendly third party and then leases them back; rent = bond payments  Bond payments represent “fair rental value”
 Asset value greater than Bond amount is needed
 Interest rate differential between LRB and POB is estimated to be minimal  LRBs anticipated to close in in early May; unlikely POBs could close before August

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EVALUATION OF AVAILABLE CITY PROPERTY
FOR POTENTIAL LRB ISSUE — KTS ANALYSIS
Kosmont Transactions Services | Proprietary Do Not Duplicate | 10  Real property assets traditionally used for LRB financings by other public agencies include City Halls, Public Works Yards, Community Centers, Public Safety Facilities, and Parks  City’s “traditional” real properties include Civic Center, Community/Senior Center, Aquatic Center and Mary van Dyke Park
 City has other “non-traditional” assets such as City streets which may be available for use  Research into non-traditional properties is underway
 Assets to be used is subject to approval of City’s legal counsel  Initial property research indicates that certain of the City’s “traditional” assets should be valuable enough to justify the anticipated rent payments (debt service) for LRBs

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NEXT STEPS
 Engage Bond Underwriter (KTS leading effort)
 Develop financing timeline and choose appropriate program  Prepare for validation proceedings to be in position to file validation as soon as practicable; OR
 Avoid validation and commence LRB program
 Commence Bond issuance transaction
 Close Bonds as soon as practicable to capture currently favorable market Kosmont Transactions Services | Proprietary Do Not Duplicate | 11

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1601 N. Sepulveda Blvd., #382
Manhattan Beach, CA 90266
TEL: 424-297-1070 | URL: www.KosmontTransactions.com
THANK YOU – ANY QUESTIONS?
PRESENTED BY:

LARRY J. KOSMONT DAN MASSIELLO
CHAIRMAN & CEO SR. V.P. & CHIEF COMPLIANCE OFFICER
[email protected] [email protected] Kosmont Transactions Services, Inc. (KTS) is an Independent Registered Municipal Advisor with the SEC and the MSRB. KTS does not provide accounting, tax or legal advice. Information included in this presentation is provided for discussion purposes only. Such information reflects KTS’s views as of the date hereof (unless otherwise noted) and is subject to change without notice.

Any terms and conditions discussed herein are preliminary until confirmed in a definitive written agreement..

KOSMONT TRANSACTIONS SERVICES

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City Council Agenda Report
Agenda Item No. 11.a.

DATE: February 8, 2022
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rachel Barbosa, City Manager
SUBMITTED BY: Rene Salas, Deputy City Manager
SUBJECT: LETTER FROM THE MONTEBELLO BREWERS BASEBALL

CORPORATION REQUESTING A LONG TERM

RESERVATION, APPROVAL TO HOST THREE BASEBALL

TOURAMENTS, AND FEE WAIVER FOR THE USE OF FIELDS

AT NEW TEMPLE AND SHIVELY PARK
SUMMARY: The Montebello Brewers Baseball Corporation (MBBC) are requesting a long-term facility reservation from February to December 2022, approval of three (3) baseball tournaments, and a reservation fee waiver for the use of the New Temple Park fields and Shively Park fields Monday through Friday from 6:00 p.m. to 8:30 p.m. and Saturdays and Sundays from 8:00 a.m. to 6:00 p.m. to host scheduled practices, games, and tournaments.

RECOMMENDED ACTION: Staff recommends City Council discuss and take action on the request by the MBBC for a long-term reservation, approval to host three (3) baseball tournaments and fee waiver in the total amount of $63,625.00 FISCAL IMPACT: If approved in accordance with the Facility Reservation Regulations and Fee Schedule, the City will waive the Facility Rental Fees in the amount $63,625.00 and the MBBC will be responsible for all remaining costs including, but not limited to, light fees, insurance coverage, and refundable damage deposits.

This amount may vary based upon updates or further changes to the reservation. Any increase in the requested waiver amounts will require City Council approval and should be submitted in a timely order by the MBBC in a request letter.

An estimated increase of $15,482.00 must also be added to the City’s Park Maintenance Budget for FY 21/22 and 22/23. This amount includes covering the additional costs of materials and personnel labor time.

Please refer to Attachment A - Fee Waiver Cost Analysis, summarizing the details associated with the reservation fee waiver request.

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DISCUSSION: The MBBC has been a regular renter of the Shively Park baseball field since December of 2016. At that time, the MBBC was charged the resident rate of $25.00 per day for the use of the field in accordance with the City Facility Regulations and Fees that were approved on July 1, 2008 by the City Council.

In 2018, a city-wide fee study was conducted, resulting in a price increase of field rentals from $25.00 per day to $50.00 per hour for residents. The new rates were approved by the City Council in the Reservation Regulations and Fee Schedule of 2018 and implemented to all City facilities and parks renters. The MBBC ended their reservation for the remainder of the 2018.

In 2019, the MBBC requested a reservation fee waiver for the use of New Temple Park and Shively Park from June 18, 2019 to December 27, 2019 in the total amount of $18,370.00. At the June 11, 2019 City Council Meeting, the MBBC's fee waiver was approved.

In 2020, all youth sports programs and City reservations were canceled due to the COVID-19 Pandemic. After a year of canceled sports programs, in March of 2021, the Los Angeles County Department of Public Health released protocols allowing organized youth sports programs to convene with specific modifications. The MBBC met with City staff to discuss the possibility of a continued fee waiver for the use of the fields with certain terms and conditions. A written agreement was established between the MBBC and the City stating that the City will waive the reservation fee contingent upon the MBBC properly maintaining the fields with no modifications. After failure to adhere to the agreement, the City ended the MBBC reservation and fee waiver in December of 2021.

Per the City's Municipal Code, section 12.12.110, the MBBC are following the process to obtain a permit to utilize the New Temple and Shively Park fields. According to the City Council approved Reservation Regulations and Fee Schedule of 2018, a non-profit organization whose members live, work, or attend schools in the City and conduct community events, programs, or activities for the public can qualify to apply for a reservation fee waiver.

The MBBC is a certified non-profit organization listed as the “Montebello Brewers Baseball Inc.” with the address on file as 200 E Beverly Blvd Suite 102, Montebello, CA 90640. This information is on the California Secretary of State’s website. The MBBC president, Leo Briones, is a 30-year South El Monte resident. The team roster provided by Mr. Briones is composed of 48 players. Out of the 48 players, a total of 2 players live in South El Monte and 8 players attend school in the City. The organization invites all boys in the community between ages 8-16 to try out for the competitive travel baseball program for a monthly fee of $50.00.

The MBBC have three (3) requests for the City Council's consideration:

1. The organization's first request is a long-term reservation from February 9, 2022 to December 31, 2022. The City currently grants six (6) month reservations to the South El Monte National Little League (SEMNLL) from January to July at New Temple Park and

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El Monte/ South El Monte Jets (Jets) from August to December in accordance with the Joint Use Agreement Between the City and the Valle Lindo School District. South El Monte AYSO Soccer (AYSO) is also allowed a six (6) month reservation period, from September to January at Shively Park for being a long-time community youth sports partner. The MBCC are requesting to host practices Monday to Friday from 6:00 p.m. to 8:30 p.m., games on Saturdays and Sundays from 8:00 a.m. to 6:00 p.m., and tournaments on Saturdays and Sundays from 8:00 a.m. to 9:00 p.m. If the request is granted, the MBBC will be utilizing all remaining reservation slots available in Shively Park and New Temple Park not used by SEMNLL, Jets, or AYSO. The fields will not be available for private use for any interested residents throughout the year.

2. The MBBC would like the approval to host at least three (3) large-scale baseball tournaments which will raise funds for charitable causes, including the National Breast Cancer Foundation and the City's Christmas Wish Toy Giveaway event. In 2021, the MBBC held three (3) 2-day baseball tournaments composed of 24-32 teams which totaled 288 -388 players. Proceeds from the Toys for Tots tournament held in December were partially donated to the City's Christmas Wish Toy Giveaway in the estimated value of $3,000.00.

3. The MBBC are also requesting a facility fee waiver for the use of the fields at both parks for scheduled practices, games, and tournaments. The fee waiver includes the rental of the five (5) New Temple Park fields and the Shively Park field for practices Monday through Friday from 6:00 p.m. to 8:30 p.m., games Saturdays and Sundays from 8:00 a.m. to 6:00 p.m., and three (3) baseball tournaments on Saturdays and Sundays from 8:00 a.m. to 9:00 p.m. The MBBC will be responsible for all remaining costs including, but not limited to, light fees, insurance coverage, and refundable damage deposits.

Staff report prepared by Jayson Perez.

ATTACHMENT(S):

A. Fee Waiver Cost Analysis
B. MBBC City Council Request Letter
C. MBBC Reservation Application

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ATTACHMENT A

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Fee Waiver Cost Analysis
Waived Fees
Fee Description Units Total
Shively Park Reservation Fee $50/hour x 732.5 hours $36,625.00 New Temple Park Reservation Fee $50/hour x 540 hours $27,000.00 Total Waived Fees: $63,625.00
Non-Waived Fees
Fee Description Units Total
Shively Park Light Fee $30/hour x 317.5 hours $9,525.00 New Temple Park Light Fee $30/hour x 110 hours $3,300.00 Liability Insurance Premium: (Agency provided) $0.00
New Temple Park Damage Deposit: $500.00 $500.00
Shively Park Damage Deposit: $500.00 (On file from previous year)
$0.00
Total Non- Waived Fees: $13,325.00
Total requested fees waived: $63,625.00
Total fees charged to the Montebello Brewers Organization: $13,325.00

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City Council Agenda Report
Agenda Item No. 12.a.

DATE: February 8, 2022
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rachel Barbosa, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: Mayor Pro Tem Manuel Acosta

1. Identify, Submit and Approve Permits for Various Community Organizations and their Annual Events.

2. Report on Feasibility of Opening the Aquatic Center in March (at minimum start water aerobics and lap swim program in the mornings).

3. Feasibility of Starting the Monthly Community Bike Rides on Saturday Mornings Beginning in March.

SUMMARY:

RECOMMENDED ACTION:

FISCAL IMPACT:

DISCUSSION:

ATTACHMENT(S):

None

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City Council Agenda Report
Agenda Item No. 12.b.

DATE: February 8, 2022
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rachel Barbosa, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: Councilmember Hector Delgado

1. Consideration of Developing an Inclusionary Housing
Component into our City Code to Allow for more Affordable Opportunities for our Community.

SUMMARY:

RECOMMENDED ACTION:

FISCAL IMPACT:

DISCUSSION:

ATTACHMENT(S):

None

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South El Monte City CouncilFebruary 8, 2022

South El Monte City Council
February 8, 2022