South El Monte City Council
May 24, 2023

Table 3B. Distribution of Costs for CASQA Membership Fees Agency Land Area
(acres)
% of
Area
Fiscal
Year
23-24
Fiscal
Year
24-25
Fiscal
Year
25-26
Total (3
years)
City of Los Angeles 181,288.00 58.53% $ 36,462 $ 38,285 $ 40,199 $ 114,945 County of Los Angeles 41,048.07 13.25% $ 8,256 $ 8,669 $ 9,102 $ 26,026 City of Alhambra 4,884.31 1.58% $ 982 $ 1,031 $ 1,083 $ 3,097 City of Burbank 11,095.20 3.58% $ 2,232 $ 2,343 $ 2,460 $ 7,035 City of Calabasas 4,005.68 1.29% $ 806 $ 846 $ 888 $ 2,540 City of Glendale 19,587.50 6.32% $ 3,940 $ 4,137 $ 4,343 $ 12,419 City of Hidden Hills 961.03 0.31% $ 193 $ 203 $ 213 $ 609 City of La Canada Flintridge 5,534.46 1.79% $ 1,113 $ 1,169 $ 1,227 $ 3,509 City of Montebello 5,356.38 1.73% $ 1,077 $ 1,131 $ 1,188 $ 3,396 City of Monterey Park 4,951.51 1.60% $ 996 $ 1,046 $ 1,098 $ 3,139 City of Pasadena 14,805.30 4.78% $ 2,978 $ 3,127 $ 3,283 $ 9,387 City of Rosemead 3,310.87 1.07% $ 666 $ 699 $ 734 $ 2,099 City of San Fernando 1,517.64 0.49% $ 305 $ 320 $ 337 $ 962 City of San Gabriel 2,644.87 0.85% $ 532 $ 559 $ 586 $ 1,677 City of San Marino 2,409.64 0.78% $ 485 $ 509 $ 534 $ 1,528 City of South El Monte 1,594.16 0.51% $ 321 $ 337 $ 353 $ 1,011 City of South Pasadena 2,186.20 0.71% $ 440 $ 462 $ 485 $ 1,386 City of Temple City 2,576.50 0.83% $ 518 $ 544 $ 571 $ 1,634 Total 309,757.32 100.00% $ 62,300 $ 65,415 $ 68,686 $ 196,401 Note:

1. LACFCD will retain its own CASQA membership.

2. Assumes 5% escalation per year for CASQA fees.

Table 4. SGVCOG Annual Contract Management Fees
Land Area
(acres) % of Area Fiscal Year23-24
Fiscal
Year
24-25
Fiscal
Year
25-26
Total (3
years)
LACFCD (5%) -- -- $ 5,000 $ 5,000 $ 5,000 $ 15,000
City of Los Angeles 181,288.00 58.53% $ 55,600 $ 55,600 $ 55,600 $ 166,799 County of Los Angeles 41,048.07 13.25% $ 12,589 $ 12,589 $ 12,589 $ 37,767 City of Alhambra 4,884.31 1.58% $ 1,498 $ 1,498 $ 1,498 $ 4,494 City of Burbank 11,095.20 3.58% $ 3,403 $ 3,403 $ 3,403 $ 10,208 City of Calabasas 4,005.68 1.29% $ 1,229 $ 1,229 $ 1,229 $ 3,686 City of Glendale 19,587.50 6.32% $ 6,007 $ 6,007 $ 6,007 $ 18,022 City of Hidden Hills 961.03 0.31% $ 295 $ 295 $ 295 $ 884 City of La Canada
Flintridge 5,534.46 1.79% $ 1,697 $ 1,697 $ 1,697 $ 5,092

City of Montebello 5,356.38 1.73% $ 1,643 $ 1,643 $ 1,643 $ 4,928 City of Monterey Park 4,951.51 1.60% $ 1,519 $ 1,519 $ 1,519 $ 4,556 City of Pasadena 14,805.30 4.78% $ 4,541 $ 4,541 $ 4,541 $ 13,622 City of Rosemead 3,310.87 1.07% $ 1,015 $ 1,015 $ 1,015 $ 3,046 City of San Fernando 1,517.64 0.49% $ 465 $ 465 $ 465 $ 1,396 City of San Gabriel 2,644.87 0.85% $ 811 $ 811 $ 811 $ 2,433 City of San Marino 2,409.64 0.78% $ 739 $ 739 $ 739 $ 2,217 City of South El Monte 1,594.16 0.51% $ 489 $ 489 $ 489 $ 1,467 City of South Pasadena 2,186.20 0.71% $ 670 $ 670 $ 670 $ 2,011 City of Temple City 2,576.50 0.83% $ 790 $ 790 $ 790 $ 2,371 Total 309,757.32 100.00% $ 100,000 $ 100,000 $ 100,000 $ 300,000 Note:

1. SGVCOG fee is $100,000 per year and covers both Monitoring Services and WMP-related tasks.

2. LACFCD is responsible for 5% of the Total Cost, which is subtracted before distributing the cost among the other agencies.

EXHIBIT C
Upper Los Angeles River Watershed Management Area CIMP Responsible Agencies Representatives
Agency Address Agency Contact
City of Los Angeles
Department of Public Works
Bureau of Sanitation, Watershed Protection Division
1149 S. Broadway
Los Angeles, CA 90015
Alfredo Magallanes
E-mail: [email protected]
Phone: (213) 485-3958
County of Los Angeles
Department of Public Works
Stormwater Quality Division, Building A-9 East, 1st Floor 1000 South Fremont Avenue
Alhambra, CA 91803
Mark Lombos
E-mail: [email protected]
Phone: (626) 300-4665
Los Angeles County Flood Control District
Department of Public Works
Stormwater Quality Division, Building A-9 East, 1st Floor 1000 South Fremont Avenue
Alhambra, CA 91803
Jalaine Verdiner
E-mail: [email protected]
Phone: (626) 300-4666
City of Alhambra
111 South First Street
Alhambra, CA 91801-3796
David Dolphin
E-mail: [email protected]
Phone: (626) 300-1571
City of Burbank
P.O. Box 6459
Burbank, CA 91510
Stephen Walker
E-mail: [email protected]
Phone: (818) 238-3804
City of Calabasas
100 Civic Center Way
Calabasas, CA 91302-3172
Tatiana Holden
E-mail: [email protected]
Phone: (818) 224-1600
City of Glendale
Engineering Section, 633 East Broadway, Room 209
Glendale, CA 91206-4308
Maurice Oillataguerre
E-mail: [email protected]
Phone: (818) 550-4511
City of Hidden Hills
6165 Spring Valley Road
Hidden Hills, CA 91302
Joe Bellomo
E-mail: [email protected]
Phone: (805) 279-6856
City of La Canada Flintridge 1327
Foothill Blvd.

La Canada Flintridge, CA 91011-2137
Patrick DeChellis
E-mail: [email protected]
Phone: (818) 790-8882

EXHIBIT C
Upper Los Angeles River Watershed Management Group
Responsible Agencies Representatives
City of Montebello
1600 W Beverly Blvd
Montebello, CA 90640
James A. Enriquez
E-mail: [email protected]
Phone: 323-887-1200
Rita Montalvo
E-mail: [email protected]
Phone: 323-887-1200 Ext 469
City of Monterey Park
320 West Newmark Avenue
Monterey Park, CA 91754-2896
Xochitl Tipan
E-mail: [email protected]
Phone: (626) 307-1383
City of Pasadena
100 N Garfield Ave
3rd Floor, N306
Pasadena, CA 91101-1726
Dawn Petschauer
E-mail: [email protected]
Phone: (626) 744-3929
City of Rosemead
8838 East Valley Blvd.

Rosemead, CA 91770-1787
Michael Chung
E-mail: [email protected]
Phone: (626) 569-2158
Eddie Chan
E-mail: [email protected]
Phone: (626) 569-2154
City of San Fernando
117 Macneil Street
San Fernando, CA 91340
Kenneth Jones
Email: [email protected]
Phone: (818) 898-1240
City of San Gabriel
425 South Mission Avenue
San Gabriel, CA 91775
Greg De Vinck
E-mail: [email protected]
Phone: (626) 308 - 2825
Capucine Hernandez
E-mail: [email protected]
Phone: (626) 308-2825
City of San Marino
2200 Huntington Drive
San Marino, CA 91108-2691
Amber Shah
E-mail: [email protected]
Phone: (626) 300 - 0787
City of South El Monte
1415 Santa Anita Ave.

South El Monte, CA 91733
Rene Salas
E-mail: [email protected]
Phone: (626) 579-6540
Fax: (626) 579-2409
City of South Pasadena
1414 Mission Street
South Pasadena, CA 91020-3298
Ted Gerber
E-mail: [email protected]
Phone: (626) 403-7240

City of Temple City
9701 Las Tunas Drive
Temple City, CA 9178
Andrew Coyne
E-mail: [email protected]
Phone: (626) 285-2171 Ext. 4344
San Gabriel Valley Council of
Governments
1333 Mayflower Avenue, Suite 360
Monrovia, CA 91016
Marisa Creter
Email: [email protected]
Phone: (626) 457-1800

EXHIBIT D
Upper Los Angeles River Watershed

EXHIBIT E
Reconciliation Template
[the line items shown in this Exhibit are placeholders and are subject to change]

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

DATE: May 24, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Rene Salas, City Manager
SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
23-52, APPROVING A MEMORANDUM OF UNDERSTANDING
(MOU) WITH THE VALLE LINDO SCHOOL DISTRICT TO

PROVIDE SUMMER LEARNING RECOVERY SERVICES
SUMMARY: The proposed Memorandum of Understanding with Valle Lindo School District (VLSD) and City of South El Monte (City) will provide youth summer learning recovery services, under the Summer Partnership Program (SPP). Under this agreement, the City of South El Monte will receive up to $139,600 from VLSD for providing summer learning afternoon enrichment services.

RECOMMENDED ACTION: Staff recommends City Council:

1. Adopt Resolution No. 23-52, approving a Memorandum of Understanding (MOU) with the Valle Lindo School District to provide summer learning afternoon enrichment services; and

2. Authorize City Manager or designee to execute MOU .

FISCAL/FINANCIAL IMPACT: Entering into the Memorandum of Understanding will result in the City receiving up to $139,600 from VLSD for providing youth summer learning afternoon enrichment services in cooperation with the VLSD. The City's labor costs for the current fiscal year through June 30, 2023 have been budgeted. The additional costs for the period starting July 1, 2023 will be budgeted in the upcoming fiscal year. The revenues to be received will also be budgeted in the upcoming fiscal year.

DISCUSSION: The VLSD plans to use funding from the State program called The Expanded Learning Opportunities Program (ELO-P) to provide afterschool and summer school enrichment programs for transitional kindergarten through eighth grade. The ELO-P stands for before school, after school, summer, or intersession learning programs that focus on developing the academic, social, emotional, and physical needs and interests of pupils through hands-on, engaging learning experiences. It is the intent of the State Legislature that expanded learning programs are pupilcentered, results-driven, include community partners, and complement, but do not replicate, learning activities in

the regular school day and school year. The goal is to offer the highest quality expanded learning programming to students within the VLSD in an effort to help close the achievement gap. The ELO-P program requires the VLSD to provide a minimum of nine (9) hours per day of academic and enrichment activities for all the students enrolled in the program.

It was agreed, subject to MOU approval, that the City and the VLSD will partner for the second consecutive year and provide a Summer Partnership Program (SPP). The City will provide summer learning support and enrichment services for up to 200 students at one school site for five hours per day (Program runs from 1:00 p.m. to 6:00 p.m.) over thirty (30) program days. The City will assign Recreation Leaders to deliver the services at a supervision ratio of not more than one staff member to 25 students (1:25). The summer school site (Dean L. Shively) will be overseen by one school district administrator until 4:00 p.m. each day who will be present on campus. Should the amount of students exceed 200, the school district will provide additional administrators to meet the 1:25 ratio. VLSD shall pay the City of South El Monte a fee of $139,600 (one hundred thirtynine thousand, six hundred dollars) to deliver the above-described services.

The VLSD will offer a session from June 12th to July 28th, Monday through Friday and no school July 3rd to July 7th. The SPP is open to all students who attend school between kindergarten and seventh grade at no cost to students. The program will be held at Dean L. Shively Middle School and will operate from 7:30 a.m. - 1:00 p.m. Parents have the option of enrolling their student for half day (8:00 a.m. -1:00 p.m.) Academic & Foundational Skills provided by VLSD Staff or full day (8:00 a.m. – 1:00 p.m.) Academic & Foundational Skills provided by VLSD Staff and (1:00p.m. – 6:00p.m.) Afternoon Enrichment provided by City of South El Monte Staff. The VLSD will provide free meals to all students regardless of full day or half day enrollment. Breakfast will be served at 7:30 a.m. – 8:00 a.m. and lunch will be served from 11:00 a.m. - 1:00 p.m.

The City will provide learning afternoon enrichment services on the campus of Lean L.

Shively School from 1:00 p.m. to 6:00 p.m. City staff will conduct a separate registration process and will be at no cost to the participants.

In addition, the City will offer a traditional summer camp for the first and last weeks of the students' summer break that are not covered by the SPP. The summer camp program will be held at the Community Center and conduct the registration process as usual. Please refer to Attachment C - 2023 City Summer Camp flyer and Attachment D - Summer Partnership Program flyer.

BACKGROUND: Each year the City provides a traditional Summer Camp for our youth.

However, this year, as a result of a successful partnership with the VLSD last year and the district receiving the funding opportunity once again, staff is recommending the partnership approval. The SPP will continue to allow to leverage funds and create educational and learning experiences to the youth in the community. The City's traditional Summer Camp provides a safe and enriching environment for children ages 5 to 13. For discussion purposes, the typical offering by the City includes an 11-week program, which begins at the conclusion of VLSD's academic school year and ends at the commencement of the upcoming school year. The program is divided into two (2) groups; the first group consists of participants ages 5 to 8 and is held at the Mini Center and the second group consists of participants ages 9 to 13 and is held at the South El Monte Community Center. The Summer Camp operates Monday to Friday from 7:30 a.m.

and 6:00 p.m. and accommodates 80 participants. Registration is available to South El Monte residents for a two (2) week priority period, followed by open registration to nonresidents. The Summer Camp fee has traditionally been based on a weekly registration rate. However, each week must be paid in full prior to attending. The resident rate for the camp is $50 per participant with a sibling discount of $10 and $100 per participant for non-residents with no sibling discount.

To provide a traditional City summer camp program with the appropriate supervision, it is recommended to have a staff ratio of eight (8) participants per one (1) recreation staff. Traditionally, the camp divides four (4) Senior Recreation Leaders and twenty (20) Recreation leaders into two (2) six hour working shifts providing coverage for the camp hours of operation.

The synergy of partnering with VLSD this year will provide additional revenue from the reimbursement by VLSD of $139,600, while providing a program that is beneficial for our youth, for learning and educational opportunities.

Staff report prepared by Ariana De La Cruz, Recreation Manager.

ATTACHMENT(S):

A. Resolution No. 23-50
B. Memorandum of Understanding
C. EXHIBIT A - Summer Partnership Program Flyer
D. EXHIBIT B - City Summer Camp Flyer

ATTACHMENT A
RESOLUTION NO. 23-52

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

APPROVING A MEMORANDUM OF UNDERSTANDING
(MOU) BETWEEN THE CITY AND THE VALLE LINDO

SCHOOL DISTRICT TO PROVIDE SUMMER LEARNING

RECOVERY SERVICES
Section 1. The City Council hereby authorizes the City manager to execute the proposed MOU, with the Valle Lindo School District to provide summer learning enrichment services in partnership with the Valle Lindo School District, (the "MOU") in substantially the form attached to the staff report and as approved to form by the City Attorney.

Section 2. The City Council hereby authorizes the City of South El Monte to provide summer learning support and enrichment services for up to 200 students at one school site from 1:00 p.m. to 6:00 p.m. over 30 program days. The City of South El Monte will assign Recreation Leaders to deliver the services at a supervision ratio of not more than one staff member to 25 students (1:25). The summer school site (Dean L. Shively) will be overseen by one school district administrator until 4:00 p.m. each day who will be present on campus. Should the amount of students exceed 200, the school district will provide additional administrators to meet the 1:25 ratio.

Section 3. The City Council hereby authorizes the City of South El Monte to receive a payment in the amount of $139,600 from the Valle Lindo School District to deliver the above described services.

Section 4. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED, AND ADOPTED this 24th day of May 2023. ______________________________
Gloria Olmos, Mayor
ATTEST:
______________________________
Donna G. Schwartz, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Donna G. Schwartz, City Clerk of the City of South El Monte, hereby certifies that the foregoing Resolution, being Resolution No. 23-52, was duly passed and approved by the City Council of the City of South El Monte at a regular meeting of said Council held on the 24th day of May 2023, and that said Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Donna G. Schwartz, City Clerk

Memorandum of Understanding
Valle Lindo School District
1 ATTACHMENT B

MEMORANDUM OF UNDERSTANDING
Between
Valle Lindo School District
And
City of South El Monte
The Memorandum of Understanding (MOU) that follows is a formal agreement between Valle Lindo School District (herein referred to as VLSD) and City of South El Monte to provide summer learning enrichment services in partnership with the VLSD. The goal of City of South El Monte programs is to provide the highest quality expanded learning programming to students within the VLSD in an effort to help close the achievement gap.

It is agreed that the City of South El Monte will provide summer learning afternoon enrichment services on the campus of Dean L. Shively School for up to 200 students from 1:00pm to 6:00pm over 30 program days. The City of South El Monte will assign program leaders to deliver the services at a supervision ratio of not more than one staff member to 25 students (l:25). The summer school site (Dean L. Shively) will be overseen by one school district administrator until 4 p.m. each day who will be present on campus. Should the amount of students exceed 200, the school district will provide additional administrators to meet the 1:25 ratio.

VLSD shall pay the City of South El Monte a fee of $139,600 (ONE HUNDRED THIRTY NINE THOUSAND, SIX HUNDRED DOLLARS) to deliver the above described use and services. This amount includes craft supplies and food supplies that will be provided by the City of South El Monte. The City of South El Monte shall invoice VLSD for the total amount upon execution of this MOU.

TERM
This MOU shall become effective immediately when signed by both parties and remain in effect until both parties have fulfilled all obligations of this MOU at the conclusion of the Summer of 2023.

TERMINATION
Unless otherwise terminated as provided below, this MOU shall continue in force during the Term, or until the services provided for herein have been fully and completely performed, whichever shall occur first, and shall thereupon terminate.

If the VLSD makes a good faith, reasonable determination that the City of South El Monte is in default of its obligations under this MOU, VLSD must provide the City of South El Monte with a written request to cure the default. If the VLSD reasonably believes that the default has not been cured within thirty (30) days of such written request to cure, then the VLSD shall have the right to immediately terminate this MOU upon written notification to the City of South El Monte.

If at any time during the performance of this MOU, the VLSD determines, at its sole discretion, to suspend indefinitely or abandon the work under this MOU, the VLSD shall have the right to terminate the performance of City of South El Monte's services hereunder by giving thirty (30) days written notification to the City of South El Monte of its intention to terminate.

Memorandum of Understanding
Valle Lindo School District
2 INDEMNIFICATION
City of South El Monte shall indemnify, pay for the defense of, and hold harmless VLSD and its officers, agents, and employees of and from any and all liabilities, claims, debts, damages, demands, suits, actions, and causes of actions of whatsoever kind, nature or sort which may be incurred by reason of City of South El Monte's negligent or willful acts and/or omissions in rendering any services hereunder. City of South El Monte shall assume full responsibility for payments of federal, state and local taxes or contributions imposed or required under the social security, workers' compensation or income tax law, or any disability or unemployment law, or retirement contribution of any sort whatever, concerning City of South El Monte or any employee of the City of South El Monte and shall further indemnify, pay for the defense of, and hold harmless VLSD of and from any such payment or liability arising out of or in any manner connected with City of South El Monte's performance under this MOU.

The VLSD shall indemnify, pay for the defense of, and hold harmless City of South El Monte and its officers, agents and employees of and from any and all liabilities, claims, debts, damages, demands, suits, actions, and causes of actions of whatsoever kind, nature or sort which may be incurred by reason of the VLSD's negligent or willful acts and/or omissions in relation to this MOU.

SUBCONTRACT AND ASSIGNMENT
Neither party shall assign its rights, duties, or privileges under this MOU, nor shall either party attempt to confer any of its rights, duties or privileges under this MOU on any third party, without the written consent of the other party.

INDEPENDENT CORPORATION STATUS
This MOU is by and between two independent entities and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or association.

CALIFORNIA LAW
This MOU shall be governed by and the rights, duties, and obligation of the parties shall be determined and enforced in accordance with the laws of the State of California.

AMENDMENT
This MOU may be amended only by a written instrument signed by duly authorized representatives of the VLSD and City of South El Monte.

SEVERABILITY
The invalidity in whole or in part of any provision of this MOU shall not void or affect the validity of any other provision of this MOU.

AUTHORIZATION
The individuals signing below confirm they are authorized to bind their respective organizations.

IN WITNESS THEREOF, City of South El Monte and the Valle Lindo School District have executed this Memorandum of Understanding as of the dates indicated below.

VALLE LINDO SCHOOL DISTRICT

Memorandum of Understanding
Valle Lindo School District
3 __________________________________________
___________________
Rene Salas, City Manager

CITY OF SOUTH EL MONTE
DATE

ATTACHMENT C

EXHIBIT B

ATTACHMENT D

EXHIBIT B

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

DATE: May 24, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Masami Higa, Finance Director
SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
23-53, APPROVING AGREEMENT WITH MOSS, LEVY &

HARTZHEIM LLP FOR AUDITING SERVICES
SUMMARY: Staff is seeking approval to enter into a three-year agreement with Moss, Levy & Hartzheim (MLH) to obtain auditing services.

RECOMMENDED ACTION: Staff recommends City Council:

1. Adopt Resolution No. 23-53, approving agreement with MLH for auditing services; and

2. Authorize City Manager or designee to negotiate and execute agreement.

FISCAL/FINANCIAL IMPACT: The fiscal impacts are as follows:

DISCUSSION: On January 11, 2022, the City Council adopted Resolution No. 22-03 awarding a three-year agreement to Vasquez & Company LLP (Vasquez) with two oneyear extension options to obtain auditing services. On September 6, 2022, Vasquez informed the City that due to a significant increase in cost, Vasquez would like to adjust its fees. On February 15, 2023, staff presented the requested fee increase from Vasquez to City Council. The item was continued to the February 28, 2023, City Council meeting. However, staff was not able to bring back the item as Vasquez had requested to terminate the agreement.

On March14, 2023, staff obtained permission from City Council to solicit a Request for Proposals (RFP) for auditing services (Attachment B). On March 15, 2023, staff reached out to thirteen (13) firms with the RFP (Attachment D) plus Vasquez for a total of fourteen (14) firms. On April 5, 2023, staff posted an Addendum to the RFP to add the Safe Clean Water Program Fund Audit to the scope of the auditing engagement (Attachment C). The RFP had an applicant question submittal deadline of April 6, 2023. Staff did not receive any questions. The RFP had an applicant proposal submittal deadline of April 13, 2023. Staff did not receive any proposals.

Because staff did not receive any questions or proposals, staff reached out to all qualified candidates from the previous RFP conducted on November 10, 2021 as follows:

Van Lant & Fankhanel (VLF)
Moss, Levy & Hartzheim (MLH)
Badawi & Associates
Staff was able to solicit updated fee proposals from VLF (Attachment E) and MLH (Attachment F) but not from Badawi & Associates.

VLF's proposed fees for the three-year engagement, including the additional scope for the Safe Clean Water Program Fund Audit, preparation of the State Controller's Report, and preparation of the Annual Street Report, were $150,500. MLF proposed fees for the three-year engagement, including the additional scope for the Safe Clean Water Program Fund Audit, preparation of the State Controller's Report, and preparation of the Annual Street Report, were $124,819. The cost differential is $25,681. Because this is a professional service engagement, cost is not the determining factor, but the qualification of the auditor and the overall best value perceived by the City would be the determining factor. VLF was the City's independent auditor for five years, or for the fiscal years ended June 30, 2013 through June 30, 2017. MLH has not audited this City before but is also qualified to do so. Although VLF has more experience auditing this City, which could add value to their service, staff is recommending City Council to award the contract to MLH due to the cost differential.

ATTACHMENT(S):

A. Resolution No. 23-53
B. RFP for Auditing Services March 15, 2023
C. Addendum to RFP
D. CPA Firm Contact List
E. Letter from Van Lant & Fankhanel, LLP
F. Letter from Moss, Levy & Hartzheim, LLP
G. Draft Agreement with Moss, Levy & Hartzheim, LLP

01257.0001/643525.1
01257.0001/892320.2

ATTACHMENT A
RESOLUTION NO. 23-53

A RESOLUTION OF THE SOUTH EL MONTE CITY

COUNCIL AUTHORIZING THE CITY TO ENTER INTO AN

AGREEMENT BETWEEN THE CITY AND MOSS, LEVY &

HARTZHEIM LLP FOR AUDITING SERVICES
WHEREAS, the City of South El Monte issued a Request for Proposals for Auditing Services on March 15, 2023; and
WHEREAS, no proposal responses were received by the April 13, 2023, deadline; and WHEREAS, staff reached out to the all qualified candidates who submitted proposal to the previous Request for Proposals for Auditing Services on November 10, 2021; and
WHEREAS, Moss, Levy & Hartzheim submitted the lowest bid and is qualified to perform those services; and
WHEREAS, the City Council now wishes to enter into an
agreement with Moss, Levy & Hartzheim for auditing services.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South El Monte as follows:

Section 1. The City Council hereby authorizes the City Manager to execute a professional services agreement (“Agreement”) with Moss, Levy & Hartzheim LLP, to provide auditing services for the City, approved as to form by the City Attorney Section 2. The City Manager are hereby directed to take all actions necessary to enter into and effectuate the Agreement.

Section 3. The City Clerk shall certify to the adoption of this Resolution.

PASSED, APPROVED AND ADOPTED this 24th day of May 2023. ______________________________
Gloria Olmos, Mayor
ATTEST:
____________________________
Donna G, Schwartz, City Clerk

01257.0001/643525.1
01257.0001/892320.2

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Donna G. Schwartz, City Clerk of the City of South El Monte, do hereby certify that the foregoing Resolution, being Resolution No. 23-53, was passed and approved by the City Council of the City of South El Monte at a regular meeting of said Council held on the 24th day of May 2023, and that said Resolution was adopted by the following vote:

AYES: Councilmember(s)
NOES: Councilmember(s)
ABSENT: Councilmember(s)
ABSTAIN: Councilmember(s)

_________________________________
Donna G. Schwartz, City Clerk

01257.0007/635496.1
Request For Proposals
To Provide Auditing Services for the City of South El Monte RFP Release Date: Wednesday, March 15, 2023
RFP Response Due: Thursday, April 13, 2023, 4:00 p.m.
3DJHRI


ATTACHMENT B

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
Table of Contents
I. General Information
Community Profile
II. Purpose & Support Services
Budget
III. Scope of Services
Responsibilities of Selected Firm
Responsibilities of City
Auditing Standards
Auditing Schedule
Record Retention
Record Access
IV. Information to be Included in the Qualifications Submittal (Proposal) Proposal Outline to be Submitted
Questionnaire
Qualifications and Experience of Proposed Auditing Firm Fees
References
V. Questions
VI. General Information
VII. Insurance Requirements
VIII. Proposal Review
RFP Schedule
Evaluation of Proposal
IX. Consultant Agreement
X. Attachments
Appendix A- Certification of Proposal to the City
Appendix B- Sample of Professional Services Agreement

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
I. General Information
Community Profile
Incorporated in 1958, the City of South El Monte is an industrial community of approximately 20,000 residents, encompassing 2.3 square miles. The City is located approximately 13 miles east of downtown Los Angeles and is adjacent to two major freeways and a major State Route in the San Gabriel Valley.

South El Monte offers a good blend of older and younger residents working in the same dedication and community spirit that the city was founded upon. Both residents and the City’s business community are working together to make the City a better place to live and work.

After almost six decades, the City of South El Monte has matured into a viable commercial and industrial base, with over 2,400 businesses within its 2.3 square miles.

The City is currently focusing on improving the environment of the community and making it a better place to live and work.

II. Purpose & Description Management Support Services
The City of South El Monte consists of a five-member elected City Council (with elected Mayor) and an appointed City Manager. There are seven departments: Administration, City Clerk (appointed by Council), City Attorney (appointed by Council), Community Development, Community Services, Public Works, and Finance. The Management Team consists of the following:

City Manager – Rene Salas
City Clerk – Donna Schwartz
City Attorney – Anthony R. Taylor (employed by law firm of Aleshire & Wynder, LLP) Community Development Director – Vacant
Public Works Director – Vacant
Finance Director – Masami Higa
The assets and liabilities of the South El Monte Business Improvement City were transferred to the Successor Agency to the South El Monte Business Improvement City on February 1, 2012 as a result of the dissolution of the former redevelopment agency’s under AB x1 26 as amended. The City is acting in a fiduciary capacity for the assets and liabilities.

In terms of the City’s fund structure, the City maintains approximately 30 individual governmental funds. There are no proprietary funds. The City maintains one private-purpose trust fund to account for the Successor Agency.

T he City’s Financial Statements are available on the City’s website.

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
It is management’s goal to prepare the Annual Comprehensive Financial Report (ACFR) to the extent possible. As part of the firm’s response to this RFP, it is strongly suggested that consideration be given to how this goal can be accomplished by management in the near term.

Budget
The annual budget is adopted by City Council by June 30 of each fiscal year and include proposed expenditures and the means of financing them for all active funds. The annual budget provides for the general operations of the City and, as appropriate, its near-term and long-term goals and objectives. To the best of the City’s abilities, recurring revenues are applied towards recurring expenditures and non-recurring revenues are applied towards non-recurring expenditures. Budget amendments must be approved by City Council and actual expenditures must not exceed appropriation at the fund level. The City Manager is authorized to make budget allocation within funds but City Council must approve all budget amendment at the fund level.

The City’s Budget Books are available on the City’s website.

The FY2022-23 City-wide adopted budget is $35,173,178 with a deficit of $279,972 as summarized below:

Fund Group Revenues Expenditures City-Wide Net
General Fund $ 24,050,621 $ 19,247,053 $ 4,803,568
Special Revenue Funds 10,842,585 15,926,125 (5,083,540) Total $ 34,893,206 $ 35,173,178 $ (279,972)

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
III. Scope of Services
The selected firm shall conduct independent audits of Financial Statements and Schedule of Expenditures of Federal Awards both prepared by management as required under GAAS and GAGAS.

The selected firm shall also format and print the Audited Financial Statements for the City. The City typically requires 20 copies of each report and an electronic copy. The quantity may be increased or decreased depending on actual need.

The selected firm shall meet with the City Manager and Director of Finance annually and provide Management Letters of recommendations to those charged with governance. Management Letters shall describe suggested improvements in internal control, accounting procedures, and other significant observations or reportable conditions.

The selected firm shall make itself available to the City throughout the engagement as an information resource for:
o Financial statements preparation and disclosures;
o Interpreting and understanding GASB pronouncements;
o New developments, trends, and changing requirements pertaining to auditing and accounting standards;
o Interpretations of federal and state rules and regulations; and o Impact of new or existing tax laws.

As appropriate, the selected firm shall assist the City to meet all the eligibility requirements of the Governmental Finance Officers Association (GFOA) Certificate of Achievement for Excellence in Financial Reporting Program.

As requested by the City, the selected firm shall be available to present the audit plan prior to beginning field work and to present all final reports to the Director of Finance, City Manager, and City Council.

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
Additional on-going annual auditing services needed due to regulation changes or future voter approved measures shall be quoted separately and added to the contract as amendments.

Responsibilities of Selected Firm
During audits, the selected firm shall promptly report to the D i r e c t o r o f Finance a n d C i t y M a n a g e r regarding any conditions, transactions, situations, or circumstances encountered which would impede or impair the proper conduct of the audit, or which would seem to warrant a special investigation or report in more detail than that which is necessary to perform the standard audit. The selected firm shall take all steps necessary to safeguard any data, files, reports or information from loss, destruction, or erasure. Any costs or expenses of replacing, or damages resulting from the loss of such data, shall be borne by the auditor.

The selected firm shall maintain adequate staff to perform as required by the agreement resulting from this solicitation.

Responsibilities of City
The preparation of the Financial Statements is the responsibility of the City. However, the City will rely on the selected firm to produce the reports using their own technical resources. At such time that the City and selected firm can jointly produce a ACFR, it shall be the responsibility of the City to provide the introductory, management’s discussion and analysis, required supplementary information, and statistical data.

Auditing Standards
Financial auditing shall be performed in accordance with:

1. Generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants;

2. The standards applicable to financial audits contained in Government Auditing Standards (current edition), issued by the Comptroller General of the United States;

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20

3. The provisions of the Single Audit Act;

4. When applicable, provisions of other laws or regulations required to be followed by the federal government, State of California, or County of Los Angeles.

The foregoing standards ensure that the audit will be planned and performed to obtain reasonable assurance about whether the general-purpose financial statements are free of material misstatement. The audit shall include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The audit shall also include assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation.

Auditing Schedule
The City shall typically close the prior fiscal year’s books by September 30th of each year. An interim on-site visit shall occur for one week during June of each year; and the financial audit engagement shall be scheduled no later than October 1st of each year, unless a mutual agreement is reached between the City and the selected firm on a later audit start date. It is understood that the actual audit schedule will be negotiated annually to adjust for mutual staff availability. An exit interview shall be conducted at the end of the final on-site audit. Auditing reports and Management Letter(s) shall be provided to the City no later than three weeks following the exit interview. The selected firm shall complete and deliver the City’s Financial Statements to the City by no later than December 15th of each year.

Record Retention
All working papers and reports shall be retained, at the selected firm’s expense, for a minimum of three years (or the retention timeframe established by the professional standards, whichever is longer), unless the firm is notified in writing by the City of South El Monte of the need to extend the retention period.

Record Access
Working papers and reports shall be made available upon request of the City, any federal or state agency, and other individuals designated by the City. The selected firm shall also respond to the reasonable inquiries of successor auditors and allow successor auditors to review working papers.

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
IV. INFORMATION TO BE INCLUDED IN THE QUALIFICATIONS SUBMITTAL

PROPOSAL OUTLINE TO BE SUBMITTED
The proposal shall be organized and submitted with the following elements:
 Cover page
 Table of Contents
 Executive Summary
Provide a brief summary describing the proposer’s ability to perform the work requested, a history of the proposer’s background and experience providing services, the qualifications of the proposer’s personnel to be assigned to City, any subcontractor, sub consultants, and/or suppliers and a brief history of their background and experience, and any other information called for by this request for proposal which the proposer deems relevant, including restating any exceptions to this request for proposal. This summary should be brief and concise to apprise the reader of the basic services offered, experience and qualifications of the proposer, staff, subcontractors, and/or suppliers. Note, the City does not allow proposers to use the City Seal on proposals.  Questionnaire/Response to Scope of Services
Proposer shall provide responses and information to fully satisfy each item in the Questionnaire (see section V below). Each question item should be presented before the proposer’s response.
 Attachments
Questionnaire
A. Company and General Information
 Company name and address.
 Letter of transmittal signed by an individual authorized to bind the respondent, stating that the respondent has read and will comply with all terms and conditions of the RFP.
 General information about the primary contact that would be able to answer questions about the proposal. Include name, title, telephone number and email address of the individual.
 Appendix A, Certification of Proposal to City
 Appendix B, Sample Professional Services Agreement

3DJHRI

01257.0007/635496.1 Form effective 3/5/20
Request for Proposals
City of South El Monte – Auditing Services
 Appendix C, Scope of Services
B. Qualifications and Experience of the Firm
 Firm’s history and organizational structure, including the size of the firm, location of offices, years in business, organizational chart, name(s) of owner(s) and principal parties, and number and position titles of staff.
 The primary business of the parent company and/or affiliates.  Office(s) of your organization with primary responsibility for managing the audit.  Firm’s experience providing auditing and accounting services, including the cities for which you have provided these services in the last five years.  Other areas that may make the firm different from competitors.

C. Qualifications and Experience of Proposed Staff
 The qualifications of staff proposed for the assignment, position(s) in the firm, and types and amount of equivalent experience, including any municipal agencies with which they have worked in the past three years and their level of involvement. The resume(s) of the personnel who will be assigned to this project.

Fees
Please provide three copies in a separate envelope marked “Fees.” Fees for the proposed service, which should be detailed by service and include financial audit and single audit for each of the three fiscal years—2022-23, 2023-24 and 2024-25.  Outline billing and payment expectations, including timing and method of payment.  Any additional fees not already detailed above.
 A specific “not to exceed” fixed fee including associated fees (i.e., printing costs, attendance at meetings, travel).

References
Provide a list of the municipal agencies for which the respondent has conducted any type of auditing services within the past three years.

The Consultant should provide a list of at least three municipal agencies.

3DJHRI

01257.0007/635496.1 Form effective 3/5/20
Request for Proposals
City of South El Monte – Auditing Services
V. QUESTIONS
Questions with regard to this RFP should be submitted by e-mail to Masami Higa, Director of Finance, at [email protected] by 4:00 P.M. PDT on April 6, 2023. All firms sending questions will receive responses to all questions and any other addenda that may be released via e-mail by April 13, 2023.

VI. GENERAL INFORMATION
The Consultant is expected to establish and maintain a working relationship with City Staff throughout the duration of the agreement. The City shall not pay any cost incurred in the preparation of a response to this Request for Proposal.

VII. INSURANCE REQUIREMENTS
The City will require the successful Consultant to acquire and maintain workers’ compensation, employer’s liability, commercial general liability, owned and non- owned and hired automobile liability, and professional liability insurance (errors & omissions) coverage relating to Consultant’s services to be performed covering the City’s risks in a form subject to the approval of the City Attorney and/or City’s insurance advisor. The minimum amounts of coverage corresponding to the aforesaid categories of insurance per insurable event shall be as follows:

Insurance Category Minimum Limits
Workers’ Compensation statutory minimum
Employer’s Liability $2,000,000 per accident for bodily injury or disease
Commercial General Liability $2,000,000 per occurrence and $2,000,000 aggregate for bodily
injury, personal injury and property
damage
Automobile Liability $2,000,000 per accident for bodily injury and property damage (coverage required to
the extent applicable to Consultant’s
vehicle usage in performing services
hereunder)
Professional Liability $2,000,000 per claim and
(Errors & Omissions
Liability)

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RI

01257.0007/635496.1 Form effective 3/5/20
Request for Proposals
City of South El Monte – Auditing Services
Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the City as an Additional Insured.

Furthermore, the requirements for coverage and limits shall be the greater of either (1) the minimum coverage and limits or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named Insured.

The Consultant shall agree to include with all subcontractors in their subcontracts the same requirements and provisions including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor’s work. Subcontractors hired by Consultant shall agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City and its accompanying documents. Subcontractors shall further agree to include these same provisions with any sub-subcontractors.

The Consultant shall furnish the City with certificates and copies of information or declaration pages of the insurance required and with respect to evidence of commercial general liability and automobile liability insurance coverage, original endorsements:
(a) Precluding cancellation or reduction in per occurrence limits before the expiration of 30 days (ten days for nonpayment) after City shall have received written notification of cancellation in coverage or reduction in per occurrence limits by first class mail; (b) Naming the City of South El Monte its Council, officers, boards, commissions, employees, and agents, as additional insureds; and
(c) Providing that Consultant’s insurance coverage shall be primary insurance with respect to City and, its Council, officers, boards, commissions, employees, and agents, and any insurance or self-insurance maintained by City for itself, its Council, officers, boards, commissions, employees, or agents shall be in excess of Consultant’s insurance and not contributory with it. Consultant and its insurer may not seek contribution from City’s insurance or self-insurance.

The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City’s insurance or self-insurance may be called upon to protect City as a named Insured.

All self-insured retentions (SIR) must be disclosed to City for approval and shall not reduce the limits of liability coverage. Policies containing an SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Consultant/Named Insured or City.

The City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

3DJHRI

01257.0007/635496.1 Form effective 3/5/20
Request for Proposals
City of South El Monte – Auditing Services
Any and all Subcontractors shall agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City. Subcontractors shall further agree to include the same requirements and provisions, including the indemnity and insurance requirements, in any agreement with sub-subcontractors to the extent that they apply to the scope of the sub-subcontractor’s work. A copy of the indemnity and insurance provisions shall be furnished to any subcontractor upon request.

The Consultant shall maintain insurance to the fullest amount allowed by law and shall maintain insurance for a minimum of five years following completion of this project or service. In the event the Consultant fails to obtain or maintain completed operations coverage as required by the City at its sole discretion may purchase the coverage required and the cost will be paid by Consultant.

VIII. PROPOSAL REVIEW
The City’s designated staff will evaluate proposals received. During the review process, the City reserves the right, where it may serve the City’s best interest, to request additional information or clarification from those that submit proposals or allow corrections of errors or omissions. Any and all changes in the RFP will be made by written addendum, which shall be issued by the City to all proposers who have responded to the RFP by the deadline.

The City reserves the right to retain all proposals submitted. Submission of a proposal indicates the firm’s acceptance of the conditions contained in this Request for Proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the consultant selected.

The preparation of the RFP will be at the total expense of the Proposer. There is no expressed or implied obligation for the City to reimburse responding proposers for any expense incurred in the preparation of proposals in response to this RFP. All proposals submitted to the City shall become properties of the City and will not be returned.

The City reserves the right to reject any or all proposals, in whole or part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City.

To be considered, proposers must provide five bound copies, one unbound copy, and a single Microsoft Excel and PDF file of the Proposal for Auditing Services that can be made available to City staff. The materials should be contained in a sealed envelope with the name of the company submitting the proposal, and the title of “Auditing Services.” The materials should be delivered no later than 4:00 P.M. PDT on April 13, 2023 to:

City of South El Monte
Attention: Donna Schwartz,
City Clerk
1415 N. Santa Anita Ave.

South El Monte, CA 91733

3DJHRI

01257.0007/635496.1 Form effective 3/5/20
Request for Proposals
City of South El Monte – Auditing Services
RFP Schedule
The City reserves the right to make changes to the below schedule, but the current schedule for the implementation of this bid process is as follows:

Request for Proposal Release March 15, 2023
Question Submittal Deadline April 6, 2023
City Response to Questions Through April 13, 2023
Submittal Deadline (Date proposals must be received by City) April 13, 2023 Finalists Selected April 20, 2023
Presentations / Interview Week of April 24th
Consultant Selection/Contract approved by City Council May 2023 Evaluation of Proposals
A team comprised of City staff, will be responsible for the bid evaluations. This team, in accordance with the criteria listed below, will evaluate all proposals received as specified.

The City team members, in applying the major criteria to the proposals, may consider additional criteria beyond those listed. During the evaluation period, the team may elect to interview some or all the proposing firms. The interview will include City staff and the Councilmembers servicing on the Finance Sub-Committee.

The final selection will be the firm which, in the City’s opinion, is the most responsive and responsible, meets the City’s requirements in providing this service, and is in the City's best interest. The City maintains the sole and exclusive right to evaluate the merits of the proposals received.

Consultants will be objectively evaluated based on their responses to the scope outlined in the RFP. The written proposal should clearly demonstrate how the firm could best satisfy the requirements of City.

Proposals will be evaluated based on the following criteria:
 Thoroughness and understanding of the tasks to be completed.  Background and experience in organizational analysis evaluation.  Staff expertise and overall experience of personnel assigned to the work.  Time required to accomplish the requested services.
 Responsiveness to requirements.
 Recent public sector experience, preferably in a municipal setting, conducting similar studies.
 Costs.

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20
Although price for the services will be an important part of the consideration for award the City will consider the consultant’s qualifications, expertise and level of professional service and advice in the award of the auditing contract.

IX. CONSULTANT AGREEMENT
A sample of the City’s Professional Services Agreement is provided in this RFP as Attachment B. Your proposal shall contain a statement of the firm’s willingness to execute the contract with an indication of any changes to the contractual requirements.

END OF RFP

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20

APPENDIX A

CERTIFICATION OF PROPOSAL TO THE CITY

1. The undersigned hereby submits its proposal and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposals (RFP), dated April 13, 2023 and to be bound by the terms and conditions of the RFP.

2. This firm has carefully reviewed its proposal and understands and agrees that the City is not responsible for any errors or omissions on the part of the firm and that the firm is responsible for them.

3. It is understood and agreed that the City reserves the right to accept or reject any or all proposals and to waive any informality or irregularity in any proposal received by the City.

4. The proposal includes all the commentary, figures and data required by the Requests for Proposal dated March 15, 2023.

5. This firm has carefully read and fully understands all the items contained in Request for Proposal for Auditing Services.

6. The proposal by this firm is an irrevocable offer; it shall be valid for 90 days from April 13, 2023, unless both parties mutually agree to extend date.

Name of firm:

By:
(Authorized Signature)
Type Name:

Title:

Date:

3DJHRI

Request for Proposals
City of South El Monte – Auditing Services
01257.0007/635496.1 Form effective 3/5/20

APPENDIX B

SAMPLE OF PROFESSIONAL SERVICES AGREEMENT

3DJHRI

01257.0001/695512.1 WASH_ALWY 1

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF SOUTH EL MONTE
and
__________________________________ ____ _______
UTH EL
n
_____________
and

L MONTE

DRAFTTE

3DJHRI

01257.0001/695512.1 WASH_ALWY

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF SOUTH EL MONTE AND
____________________
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this ____ day of ________, 2023 by and between the CITY OF SOUTH EL MONTE, a California, a municipal corporation (“City”) and ___________________________, _________________ (“Consultant”). City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of South El Monte Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest the City
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01257.0001/695512.1 WASH_ALWY 2
professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

The Scope of Services shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.
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01257.0001/695512.1 WASH_ALWY 3

1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed __________________________________ Dollars ($______) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. entitl
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01257.0001/695512.1 WASH_ALWY 4

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories:
labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
r p
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01257.0001/695512.1 WASH_ALWY 5
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer 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 Contract Officer such delay is justified. The Contract Officer’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.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”). [The City may, in its sole discretion, extend the Term for additional one-year terms.] ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:
i
ontra
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Officer su
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beca
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strik
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such dela
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ity for any
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01257.0001/695512.1 WASH_ALWY 6
(Name) (Title)
(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or 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 under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be [_____________________________ or] such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or er thi
any time
of C
have no a
nd on
onfe
ll not
s or agent
or an
bind City
against C
is A
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rm the se
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s pursuan
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01257.0001/695512.1 WASH_ALWY 7
control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant represents and warrants that the personnel used to provide services to the City pursuant to this Agreement are classified by Consultant as employees and that Consultant issues or will issue a W-2 to such personnel.

In the event that Consultant or any employee, agent, subcontractor, or independent contractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees’ Retirement System (“CalPERS”) to be classified as other than an independent contractor for the City, then Consultant shall indemnify, defend, and hold harmless the City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to the City as a consequence of, or in any way attributable to, the assertion that Consultant or any of Consultant’s personnel used to provide the Services under this Agreement are other than independent contractors of the City.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in p
bition Ag
wled c y
nduc for the
h any other enti
ess writte
be
ntra
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of Consu
pendent
y
the
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of the Cit
acting
ed
d, and
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City as
l
tract
Cit
sul
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nce of, o
el used
ity
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d ho
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Cit
ed
nd h
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tion Ca
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mploye
or
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ny oth
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01257.0001/695512.1 WASH_ALWY 8
an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be on
eparate c
rs
Statutory
bcont
furni
subcontracto
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s’ comp
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01257.0001/695512.1 WASH_ALWY 9
endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, 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. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall ha
s, offici
roviding i
overy p
uire s itten
of
t
idence
s. Consult
n expr
of subrog
hall be e
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hall
ficia
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waive sub
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01257.0001/695512.1 WASH_ALWY 10
be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. (l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in ngag
gency’s r
f the co
ety ( adv
nal co o the Co
en
e spec
ange the
vance
on
such
agrees th
gaged in t
dva
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will be sub
cific
ved
e same m
grees to m
h cov
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revi
ided in c
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b
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cont ct to
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01257.0001/695512.1 WASH_ALWY 11
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
 







 




 
 


 






  








 






 















 

 


 


  















 
 
 








 
  




 

 
 



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Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant 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 Consultant in the performance of professional services 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 Consultant and shall survive termination or expiration of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.




 





 



 







 









 
 


 


 






 















 


 
  
 
 

  



 


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3DJHRI

01257.0001/695512.1 WASH_ALWY 12
Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies 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 three (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 Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant 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.

Consultant 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. Consultant 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, Consultant agrees that if Consultant 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 Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant 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 Consultant, 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 Consultant 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 documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the 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 Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant with respect to any documents and materials that may qualify as cal
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3DJHRI

01257.0001/695512.1 WASH_ALWY 13
“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) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant 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) Consultant, 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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, 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 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 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 appropriate court in such county, and Consultant 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; Default.
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3DJH
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01257.0001/695512.1 WASH_ALWY 14
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. 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 Consultant 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 Consultant’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.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (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 Consultant’s acts or omissions in performing or failing to perform Consultant’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 Consultant, 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 Consultant to insure, indemnify, and protect City as elsewhere provided herein.

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 Consultant 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.
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01257.0001/695512.1 WASH_ALWY 15

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, Consultant shall file a statutory 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 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 Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant 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 Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant 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 Consultant has initiated termination, the Consultant 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.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant 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 Consultant 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 Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 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 itled t
ation and
exce
orter tim
tant shall
by th
t shal
term
Schedule
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sul
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Officer.
to c
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01257.0001/695512.1 WASH_ALWY 16
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.

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 Consultant, 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 Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant 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 Consultant’s performance of services under this Agreement. Consultant 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. Consultant 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 affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant 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.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that 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. Consultant 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.

Consultant 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 Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, any
rther cov
t shall be
ten con
ppea e any
t
he City
n
y it as a
ontract O
conf
neithe
indirectly
y way
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ny co
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sultant’s
the perf
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as an
ther ficer or p
onfli
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or breach by
or, or reac
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earance of
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01257.0001/695512.1 WASH_ALWY 17
and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant 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.

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, 6330 Pine Avenue, South El Monte, California 90201 and in the case of the Consultant, to the person(s) 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.

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 Consultant 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 ot be
other rule
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01257.0001/695512.1 WASH_ALWY 18
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.

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. Consultant 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.

Consultant 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. Consultant 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.

Consultant’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) that 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]
inclu
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01257.0001/695512.1 WASH_ALWY 19
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
CONSULTANT:
___________________________________
By:

Name:

Title:

By:

Name:

Title:

Address:

Two corporate officer signatures required when Consultant 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. CONSULTANT’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 CONSULTANT’S BUSINESS ENTITY.
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01257.0001/695512.1 WASH_ALWY

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2023 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.
_____________________________

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 dt
B
CER
________
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form

BY SIGNE DESCR
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law, it may
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RAFT

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01257.0001/695512.1 WASH_ALWY

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
On __________, 2023 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.
_____________________________

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 CER
________
LE(S)
form

Y SIGNER DESCR
OPT
law, it may
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to p
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LIMITED
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01257.0001/695512.1 WASH_ALWY A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A.

B.

C.

II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A.

B.

C.

III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A.

B.

C.

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

V. Consultant will utilize the following personnel to accomplish the Services:

A.

B.

C.
equ
eep the C
reports:
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01257.0001/695512.1 WASH_ALWY B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
DRAFT

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RI

01257.0001/695512.1 WASH_ALWY C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

RATE TIME SUB-BUDGET
A. __________ __________ __________ __________
B. __________ __________ __________ __________
C. __________ __________ __________ __________
D. __________ __________ __________ __________
II. A retention of ten percent (10%) 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 Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

IV. The City will compensate Consultant 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 Contract Sum as provided in Section 2.1 of this Agreement.

VI. The Consultant’s billing rates for all personnel are attached as Exhibit C-1. no
ection 1.
compe
Each s to
all personnel
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01257.0007/635496.1 C-2
EXHIBIT “D”

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

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

A.

B.

C.

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

CITY OF SOUTH EL MONTE
1415 N. SANTA ANITA AVENUE
SOUTH EL MONTE, CALIFORNIA 91733
(626) 579-6540
‐
DATE: April 5, 2023
TO: Responders to Request for Proposals (RFP) to Provide Auditing Services FROM: City of South El Monte Finance Department
SUBJECT: Addendum 1 – Clarification on Scope of Engagement The City would like to provide some clarification on the scope of the engagement. The auditing services sought are as follows:

1. Annual Comprehensive Financial Report (ACFR) Audit

2. Single Audit

3. Safe Clean Water Program Fund Audit
The Single Audit is required for fiscal years in which the City expends $750,000 or more of federal assistance. The City believes it will be subject to the Single Audit each year over the next three years.

The City’s Safe Clean Water Program Fund was created in fiscal year 2021 to record the activities funded by the Los Angeles County Measure W for safe clean water projects. Revenues and expenditures incurred to date are as follows:

ATTACHMENT C

2 | Page
City of South El Monte
Safe Clean Water Program Fund
Audited Audited Forecast
6/30/21 6/30/22 6/30/23

REVENUES
Use of money and property - $ 3,421 $ 36,449 $
Intergovernmental 734,203 3,644,912 447,371
TOTAL REVENUES 734,203 3,648,333 483,820

EXPENDITURES
Public works 6,670 82,652 50,651
TOTAL EXPENDITURES 6,670 82,652 50,651
NET CHANGE IN FUND BALANCE 727,533 3,565,681 433,169
FUND BALANCE - BEGINNING OF YEAR - 727,533 4,293,214
FUND BALANCE - END OF YEAR 727,533 $ 4,293,214 $ 4,726,383 $ The Los Angeles County Flood Control District (LACFD), pursuant to the Los Angeles Region Safe, Clean Water (SCW) Program ordinance (Chapter 16 of the Los Angeles County Flood Control District Code) and the SCW Program Implementation Ordinance (Chapter 18 of the Los Angeles County Flood Control District Code), administers the SCW Program for the purpose of funding projects and programs to increase stormwater and urban runoff capture and reduce stormwater and urban runoff pollution in the district.

Per City’s agreement with the LACFD for receiving SCW program funds, the City is responsible for obtaining an independent audit to determine compliance with the terms and conditions of its agreements and chapters 16 and 18 of the LACFD Code. The City is required to file a copy of the audit report by the ninth (9th) month from the end of each three (3) year period to detail the preceding three (3) years of expenditures and posted on the LACFD’s website. For example, for the fiscal year ended 6/30/21, audit begins 7/1/23, and the audit report is due to LACFD no later than 3/31/24.

Please consider this document in preparation of your proposal response.

COUNTY OF LOS ANGELES

DEPARTMENT OF AUDITOR-CONTROLLER
2021-23 Master Agreement Firms (CPAs) - Contact Information FIRM STREET ADDRESS Phone
1 BCA Watson Rice LLP
2355 Crenshaw Boulevard, Suite 150
Torrance, CA 90501 (212) 447-7300
2 Conrad LLP
23702 Bircher Drive
Lake Forest, CA 92630 (949) 552-7700
3 Davis Farr, LLP
18201 Von Karmon Avenue, Suite
1100
Irvine, CA 92612 (949) 474-2020
4 Eide Bailly LLP
10681 Foothill Boulevard, Suite 300
Rancho Cucamonga, CA 91730 (909) 466-4410
5 Jones & Company Professional
Consultants
515 South Flower Street, Suite 1823
Los Angeles, CA 90071 (213) 318-4987
6 M.R. Grant, CPA, An Accountancy
Corporation
6333 Wilshire Blvd., Suite 511
Los Angeles, CA 90048 (323) 655-7455
7 Macias Consulting Group, Inc.
902 Hogarth Court
EL Dorado Hills, CA 95762 (916) 618-4551
8 Macias Gini & O'Connell LLP
700 S. Figueroa St., Suite 800
Los Angeles, CA 90017 (213) 408-8700
9 Moss, Levy & Hartzheim, LLP
5800 Hannum Ave., Suite E
Culver City, CA 90230 (310) 670-2745
10 Qiu Accountancy Corporation
139 S. Hudson Avenue, Suite 300
Pasadena, CA 91101 (626) 460-8000
11 Simpson & Simpson, LLP
633 W. 5th Street, Suite 3320
Los Angeles, CA 90071 (213) 736-6664
12 Turner, Warren, Hwang & Conrad
Accountancy Corporation
100 North First Street, Suite 202
Burbank, CA 91502 (818) 954-9700
13 Williams, Adley and Company-CA,
LLP
7677 Oakport Street, Suite 1000
Oakland, CA 94621 (510) 893-8114
Rev. 3/7/23

ATTACHMENT D

April 18, 2023
Masami Higa, Director of Finance
City of South El Monte
1415 Santa Anita Avenue
South El Monte, CA 91733
Mr. Higa,
Van Lant & Fankhanel, LLP (VLF) is pleased to submit this addendum to our proposal dated December 1, 2021, to perform professional services for the City of South El Monte (City). We hope this proposal conveys our strong desire and qualifications to fulfill your requirements.

VLF is a local firm of Certified Public Accountants located in Murrieta, California. The principals of the firm (Brett Van Lant and Greg Fankhanel) have been providing governmental accounting and auditing services to California cities and special districts for over 40 years combined. VLF is dedicated to providing the highest level of experience and expertise in governmental accounting knowledge to ensure a smooth audit process, resulting in minimal disruption to the City’s ongoing daily administrative operations.

We believe VLF is the best choice to provide annual audit services to the City of South El Monte for the following significant reasons:
 We have extensive experience auditing Cities of a similar size and scope.  Significant Partner involvement throughout the audit engagement. Having the Audit Partners involved in all aspects of the audit assures continuity of the audit team each year.  A complete understanding of the City’s reporting requirements and deadlines. In addition, we assist a number of cities and other municipalities each year to obtain the GFOA award for excellence in financial reporting.
 Mr. Fankhanel is also a Certified Fraud Examiner which adds another level of expertise to the audit process. We have assisted many California cities and special districts in strengthening internal controls, and establishing effective policies and procedures.

What sets us apart from other audit firms? You are not just a number to us – every audit client is unique and important to our firm. As a smaller firm, we believe the personal service and attention we will provide cannot be duplicated at larger firms. While many firms have knowledgeable and experienced individuals on staff, the quality of each audit ultimately depends on the audit personnel involved in the daily audit process, including fieldwork and report preparation. With VLF, you will be dealing with Partner level personnel throughout the audit process, including fieldwork.

ATTACHMENT E

We take our responsibility as a service organization very seriously. We believe one the best services we can provide is to be available throughout the year to assist our clients with questions and keep them apprised on new accounting and financial reporting requirements. We encourage our clients to communicate questions or concerns, not only during the audit process, but as they arise at any time during the year. You will have access to the audit partners on a daily basis, throughout each audit and each fiscal year.

Our proposed fees for the audit of the City for three fiscal years beginning with the 2022-23 fiscal year are as follows:

This proposal is based on the current audit scope, and is made with the assumption that the City's books and records will be in a reasonably balanced condition and reconciled at the start of the audit and that the representations made to us during this proposal process will remain effective throughout our engagement. The above fees are based on the assumption that a Single Audit in accordance with the Uniform Guidance will include one major program. If testing of additional major programs is necessary, we will negotiate additional fees at that time.

We certify that VLF and the audit partners are properly licensed to practice in California. Should you have any questions regarding our proposal or desire additional information, please call Greg Fankhanel, CPA, at (909) 856-6879, or email at [email protected].

Respectfully submitted,
Greg Fankhanel, CPA, Partner
Van Lant & Fankhanel, LLP
Service 2023 2024 2025
City Audit and Related Reports 40,000 $ 40,800 $ 41,500 $ Safe Clean Water Program Fund Audit 4,500 - -
Single Audit 3,100 3,200 3,300
Total (not-to-exceed) 47,600 $ 44,000 $ 44,800 $
Optional Services
Preparation of the State Controller's Report 3,000 $ 3,100 $ 3,200 $ Preparation of the Street Report 1,500 1,600 1,700
Total for Optional Services 4,500 $ 4,700 $ 4,900 $
Fiscal Year Ending June 30,

ATTACHMENT F

01257.0001/892507.1 1

ATTACHMENT G

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF SOUTH EL MONTE
and
Moss, Levy & Hartzheim, LLP

01257.0001/892507.1 1

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF SOUTH EL MONTE AND
____________________
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into this 24 day of May, 2023 by and between the CITY OF SOUTH EL MONTE, a California, a municipal corporation (“City”) and Mos, Levy & Hartzheim, LLP (“Consultant”).

City and Consultant may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought, by issuance of a Request for Proposals or Invitation for Bids, the performance of the services defined and described particularly in Article 1 of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the services defined and described particularly in Article 1 of this Agreement, was selected by the City to perform those services.

C. Pursuant to the City of South El Monte Municipal Code, City has authority to enter into and execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Article 1 of this Agreement and desire that the terms of that performance be as particularly defined and described herein.

OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which may be referred to herein as the “services” or “work” hereunder.

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more firstclass firms performing similar work under similar circumstances.

01257.0001/892507.1 2

1.2 Consultant’s Proposal.

The Scope of Services shall include the Consultant’s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall render all services hereunder in accordance with, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental entity having jurisdiction in effect at the time service is rendered.

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant’s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant’s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City’s own negligence.

01257.0001/892507.1 3

1.7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unless hereafter specified, neither party shall be responsible for the service of the other.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other Consultants. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the “Special Requirements” attached hereto as Exhibit “B” and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit “B” and any other provisions of this Agreement, the provisions of Exhibit “B” shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed One Hundred Twenty-Five Thousand Dollars ($125,000) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.9.

01257.0001/892507.1 4

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (ii) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant’s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation.

2.3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expenses approved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4.5, and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by the City.

Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetings to facilitate such coordination, Consultant shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City’s Director of Finance.

By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall contain all information specified in Exhibit “C”, and shall detail charges for all necessary and actual expenses by the following categories:
labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Subcontractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant’s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

01257.0001/892507.1 5
ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement.

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer 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 Contract Officer such delay is justified. The Contract Officer’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.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not to extent past December 31, 2025, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

The following principals of Consultant (“Principals”) are hereby designated as being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Bin Zeng Principal
(Name) (Title)

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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or 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 under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant’s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be the Director of Finance, or such person as may be designated by the City Manager. It shall be the Consultant’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer.

The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with

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Consultant. Consultant represents and warrants that the personnel used to provide services to the City pursuant to this Agreement are classified by Consultant as employees and that Consultant issues or will issue a W-2 to such personnel.

In the event that Consultant or any employee, agent, subcontractor, or independent contractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees’ Retirement System (“CalPERS”) to be classified as other than an independent contractor for the City, then Consultant shall indemnify, defend, and hold harmless the City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to the City as a consequence of, or in any way attributable to, the assertion that Consultant or any of Consultant’s personnel used to provide the Services under this Agreement are other than independent contractors of the City.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Without limiting Consultant’s indemnification of City, and prior to commencement of any services under this Agreement, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile liability insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services

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to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident. (c) Professional liability (errors & omissions) insurance. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $1,000,000 per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement. (d) Workers’ compensation insurance. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by City’s Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time.
(b) Duration of coverage. Consultant shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Services hereunder by Consultant, its agents, representatives, employees or subconsultants. (c) Primary/noncontributing. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(d) City’s rights of enforcement. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium

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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. (e) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or that is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VI (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk Manager.
(f) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(g) Enforcement of contract provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of the City to inform Consultant of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(h) Requirements not limiting. Requirements of specific coverage features or limits contained in this section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Consultant agrees to oblige its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of coverage for each required coverage.
(j) Additional insured status. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
(k) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.

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(l) Separation of insureds. A severability of interests provision must apply for all additional insureds ensuring that Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Consultant agrees to ensure that its subconsultants, subcontractors, and any other party involved with the project who is brought onto or involved in the project by Consultant, provide the same minimum insurance coverage and endorsements required of Consultant. Consultant agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Consultant agrees that upon request, all agreements with consultants, subcontractors, and others engaged in the project will be submitted to City for review. (n) Agency’s right to revise specifications. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Consultant, the City and Consultant may renegotiate Consultant’s compensation.
(o) Self-insured retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by City.
(p) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:

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(a) Consultant 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) Consultant 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 Consultant
hereunder; and Consultant 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 Consultant 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 Consultant hereunder, Consultant 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.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant 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 Consultant in the performance of professional services 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 Consultant and shall survive termination or expiration of this Agreement.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies 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

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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 three (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 Consultant’s business, custody of the books and records may be given to City, and access shall be provided by Consultant’s successor in interest. Notwithstanding the above, the Consultant 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.

Consultant 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. Consultant 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, Consultant agrees that if Consultant 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 Consultant is providing design services, the cost of the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto and, if Consultant 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 Consultant, 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 Consultant 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 documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consultant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the 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 Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, Consultant 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) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the

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public domain or already known to Consultant. Consultant 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) Consultant, 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 Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney’s fees, caused by or incurred as a result of Consultant’s conduct. (d) Consultant shall promptly notify City should Consultant, 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 Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. 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 appropriate court in such county, and Consultant 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; Default.

In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant 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 Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the

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alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant 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 Consultant’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.

7.3 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (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 Consultant’s acts or omissions in performing or failing to perform Consultant’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 Consultant, 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 Consultant to insure, indemnify, and protect City as elsewhere provided herein.

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 Consultant 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, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

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7.7 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 Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant 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 Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant 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 Consultant has initiated termination, the Consultant 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.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant 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 Consultant 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 Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated.

7.9 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.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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No officer or employee of the City shall be personally liable to the Consultant, 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 Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest.

Consultant 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 Consultant’s performance of services under this Agreement. Consultant 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. Consultant 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 affects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. The Consultant 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.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that 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. Consultant 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.

Consultant 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 Consultant 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, Consultant 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.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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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, 6330 Pine Avenue, South El Monte, California 90201 and in the case of the Consultant, to the person(s) 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.

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 Consultant 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.

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

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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. Consultant 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.

Consultant 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. Consultant 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.

Consultant’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) that 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]

01257.0001/892507.1 19
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
CONSULTANT:

Moss, Levy & Hartzheim, LLP
By:

Name: Bin Zeng
Title: Principal
Address:
5800 Hannum Avenue Suite E
Culver City, California 90230
Two corporate officer signatures required when Consultant 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. CONSULTANT’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 CONSULTANT’S BUSINESS ENTITY.

01257.0001/892507.1 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services:

A. Annual Comprehensive Financial Report (ACFR) Audit
B. Single Audit
C. Safe Clean Water Program Audit
D. Preparation of the Cities' Financial Transactions Report filed with the California State Controller
E. Preparation of the Annual Street Report filed with the California State Controller II. As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. 5 bound copies and electronic copy (PDF) of the ACFR B. 1 bound copy and electronic copy (PDF) of the Single Audit Report C. 2 bound copy and electronic copy (PDF) of the Safe Clean Water Program Audit Report
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Communication required or recommended between the auditor and those charged with governance and/or management under GAAS or GAGAS.

B. Briefing on any new auditing our accounting standards that the auditor believes management should be aware of.

C. Briefing on any new regulatory standards, tax laws, or industry best practices that the auditor would like to share with management for continuous improvement.

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

01257.0001/892507.1 A-2
V. Consultant will utilize the following personnel to accomplish the Services:

A. Employees of Moss, Levy & Hartzheim, LLP.

B. Although unlikely, where a use of a specialist is needed, with prior permission from the City.

01257.0001/892507.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)

01257.0001/892507.1 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Consultant shall perform the following tasks at the following rates:

II. A retention of ten percent (10%) 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 Task, and with the approval of the Contract Officer, funds may be shifted from one Task subbudget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.9.

IV. The City will compensate Consultant 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 Contract Sum as provided in Section 2.1 of this Agreement.

01257.0007/635496.1 C-2
EXHIBIT “D”

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

Days to Perform Deadline Date
A. Task A 6/30/23
Engagement
12/31/23 for
ACFR, 3/31/24 for
Single Audit
B. Task B 6/30/24
Engagement
12/31/24 for
ACFR, 3/31/25 for
Single Audit
C. Task C 6/30/25
Engagement
12/31/25 for
ACFR, 3/31/26 for
Single Audit
II. Consultant shall deliver the following tangible work products to the City by the following dates.

A. The auditor and management will work together to attach the final ACFR to the filings with the State Controller on a timely manner.

B. The auditor and management will work together to submit the Safe Clean Water Program Audit Report to the County on a timely manner.

C. The auditor and management will work together to upload the Single Audit Report to the Federal Audit Clearinghouse on a timely manner.

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

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

DATE: May 24, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Rene Salas, City Manager
SUBJECT: CONSIDER REQUEST FROM EPIPHANY CHURCH TO

WAIVE ALL FEES RELATED TO STAFF TIME AND

TEMPORARY USE PERMIT TO HOLD A PROCESSION
ALONG CITY STREETS ON SUNDAY, JUNE 11, 2023
SUMMARY: The City received a letter from Dr. Humberto Ramos requesting fee waivers to hold a procession on city street.

RECOMMENDED ACTION: Staff recommends City Council consider the request made by Epiphany church to waive all city fees to hold a procession along city streets FISCAL/FINANCIAL IMPACT: The total cost for service fees is $315. This includes the need for 3 Code Enforcement Officers to perform traffic control duties from 3pm to 5pm on June 11th. The temporary use fee would be $1,273.

DISCUSSION: City staff received a request from Dr, Humberto Ramos from Epiphany to conduct a procession on city streets from 3pm to 5pm on Sunday, June 11th.

The procession would travel from the parish parking lot south on Lidcomb, then east on Central, and south on Cogswell, then east on Maplefield, and north on Durfee, then west on Maplefield and back to the church.

They are expecting 50 to 60 people to accompany the procession. Program time is from 3pm to 5pm.

ATTACHMENT(S):

A. Letter from Epiphany 5-11-23
B. Procession Route 6-11-23

ATTACHMENT A

ATTACHMENT B

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

DATE: May 24, 2023
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Dianna Gomez, Executive Assistant
SUBJECT: MAYOR PRO TEM RICHARD ANGEL

1. Consideration of implementing speed dots on Lidcome and Central Avenue in front of New Temple Park.

SUMMARY:

RECOMMENDED ACTION:

FISCAL/FINANCIAL IMPACT:

DISCUSSION:

ATTACHMENT(S):

None