South El Monte City Council
November 12, 2024

Description; R/R OF SIDEWALK,CURB RAMPS;SIOEWALK GRINDING;RECONSTRUCTION OF DRIVEWAYS;ASPHALT PAVEMENT;ARHM OVERLAY
Owner; CITY OF SIMI VALLEY
Contact; FUAD SHARMOUT 805-S83-6788
Prime contractor; Toro Enterprises, Inc.

Project manager; FUAD SHARMOUT 805-583-6788
Engineer; RONALD FUCHIWAKI 805-583-6891
Scheduled completion;7/2022
Actual completion; 7 /2022
Time Extensions;O
Original contract Price;$ 611,703 .70
Final Contract Price; $611,703.70
Amount of Stop Notices;O
Amount of liquidated Damages;O
Nature and resolution of Project Claim; None
J08#11441
Project Name and Location; 2021 PAVEMENT REHABILITATION PROJECT Description; The project generally consists of removing and replacing asphalt concrete pavement; placing concrete curbs, gutters,
cross gutters, spandrels, driveway approaches, curb ramps, and sidewalks; installing stonn drain improvements; traffic
striping; and other incidental and appurtenant work necessary for the proper construction of the contemplated improvement,
as indicated in the project specifications.

Owner; CITY OF CARPINTERIA
Contact; JOHN llASIN 805-525-4478
Prime contractor; Toro Enterprises, Inc.

Project manager; JOHN llASIN 805-525-4478
Engineer, TRAVIS MAAG 805-322-4443
Scheduled completion;3/2022
Actual completion; 3/2022

Time Extensions;O
Original contract Price;$ 1,408,598.50
Final Contract Price; $1,408,598.50
Amount of Stop Notices;O
Amount of liquidated Damages;O
Nature and resolution of Project Claim; None

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California Envir01m1ental Protection Agency
Air Resources Board
January 1, 2024

CERTIFICATE OF REPORTED COMPLIANCE
OFF·ROAD DIESEL VEHICLE REGULATION
ia iaauedto
TORO ENTERPRISES INC.

Thit certJflcale incllc«e9 thll the nee1 i.ted llbOVe nas reported oll-rCM1d doeset vehcin lo the ""' Re101Xce1 Bawd and hn certllied they we 1n CQn1lloanoe With 13 CCR, section All eppllC8b4e vellcles owned bV the 1ndivldual, compeny, Of agency must be reported and '-led, •• speoolled on SeotiOn Wllh Ill poa11ble completeneu, efU 1111 certlfic8te •• oo11 and void Certifloat. expirH 2/28/2025 J¥.t.Kltwn.kl
Chid, Mooll.?Sowc• Coohol
Olf-«>ad DltMI FINI WenllllcMlon
1744
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California Environmental Protection Agency
Air Resources Board
January 1, 2024
CERTIFICATE OF REPORTED COMPLIANCE OFF·ROAD DIESEL VEHICLE REGULATION is issued to
TORO ENTERPRISES INC.

This certificate indicates that the fleet listed above has reported off-road diesel vehicles to the California Air Resources Board and has certified they are Jn compliance with tltle 13 CCR, section 2449. All applicable vehicles owned by the individual, company, or agency must be reported and labeled, as specified In Section 2449, with all possible completeness, else this certificate is null and void. Certificate expires 2/28/2025 Off.road Diesel Fleet Identification
1744

c::lCi3 CONTRACTORS

STATE LICENSE BOARD

ACTIVE LICENSE
.-CORP
--- TORO ENTERPRISES INC
~-., AC31
"'-""""'' 08/31 /2025

Qty Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price 1 Mobilization/Demobilization. Not to Exceed 5% of Total Bid 1 LS $85,000.00 $85,000.00 $105,000.00 $105,000.00 $100,000.00 $100,000.00 $110,000.00 $110,000.00 $125,000.00 $125,000.00 $105,000.00 $105,000.00 $85,000.00 $125,000.00 2 Traffic Control. Not to Exceed 5% of Total Bid 1 LS $53,450.00 $53,450.00 $105,650.00 $105,650.00 $100,000.00 $100,000.00 $110,000.00 $110,000.00 $124,000.00 $124,000.00 $98,620.00 $98,620.00 $53,450.00 $124,000.00 3 Remove Existing Concrete, Asphalt, and/or Parkway. Construct Extended Curb Ramps & Pads per Details 4, 5, & 16 on Plans 1,400 SF $27.30 $38,220.00 $115.00 $161,000.00 $10.00 $14,000.00 $30.00 $42,000.00 $115.00 $161,000.00 $59.46 $83,244.00 $10.00 $115.00 4 Remove Existing Concrete, Asphalt, and/or Parkway and Replace Existing Curb Ramp with ADA Ramp & Pad per Details on Plans (Mid-Size: 200 to 295 SF Each Ramp) Ramps 6, 9, 11, 12, 13, & 17
6 EA $7,700.00 $46,200.00 $16,000.00 $96,000.00 $20,000.00 $120,000.00 $22,000.00 $132,000.00 $17,000.00 $102,000.00 $16,540.00 $99,240.00 $7,700.00 $22,000.00 5 Remove Existing Concrete, Asphalt, and/or Parkway and Replace Existing Curb Ramp with ADA Ramp & Pad per Details on Plans (Small-Size: 105 to 180 SF Each Ramp) Ramps 1, 2, 3, 7, 8, 10, 14, 15, & 18 9 EA $5,100.00 $45,900.00 $11,000.00 $99,000.00 $15,000.00 $135,000.00 $22,000.00 $198,000.00 $14,000.00 $126,000.00 $13,420.00 $120,780.00 $5,100.00 $22,000.00 6 Remove & Replace Sidewalk (or Concrete) at Curb Ramps (4-inch Thick) 1,250 SF $14.00 $17,500.00 $20.00 $25,000.00 $30.00 $37,500.00 $11.00 $13,750.00 $48.00 $60,000.00 $24.60 $30,750.00 $11.00 $48.00 7 Remove & Replace Curb & Gutter per SSPWC Std 120-3 Type A2 425 LF $134.50 $57,162.50 $155.00 $65,875.00 $150.00 $63,750.00 $160.00 $68,000.00 $350.00 $148,750.00 $189.90 $80,707.50 $134.50 $350.00 8 Remove & Replace Cross Gutter and/or Spandrel per SSPWC Std 122-3 840 SF $27.50 $23,100.00 $45.00 $37,800.00 $50.00 $42,000.00 $30.00 $25,200.00 $114.00 $95,760.00 $53.30 $44,772.00 $27.50 $114.00 9 Remove & Replace Existing Driveway per SSPWC Std 110-2, Type B 260 SF $22.00 $5,720.00 $40.00 $10,400.00 $40.00 $10,400.00 $25.00 $6,500.00 $78.00 $20,280.00 $41.00 $10,660.00 $22.00 $78.00 10 Furnish & Install Truncated Dome (ADA Pad) on Existing Concrete (Approximately 4’x5’ Pad Size) 20 EA $841.00 $16,820.00 $3,000.00 $60,000.00 $3,000.00 $60,000.00 $2,000.00 $40,000.00 $900.00 $18,000.00 $1,948.20 $38,964.00 $841.00 $3,000.00 11 Restripe (Refresh) Existing Centerline Striping. Single-Yellow Centerline per Caltrans Std. A20A Detail 2 (if Directed) 2,000 LF $0.55 $1,100.00 $1.00 $2,000.00 $1.00 $2,000.00 $0.72 $1,440.00 $1.00 $2,000.00 $0.85 $1,708.00 $0.55 $1.00 12 Restripe (Refresh) Existing Centerline Striping. Double-Yellow Centerline per Caltrans Std. A20A Detail 22 (if Directed) 2,000 LF $1.60 $3,200.00 $1.50 $3,000.00 $2.00 $4,000.00 $1.14 $2,280.00 $2.00 $4,000.00 $1.65 $3,296.00 $1.14 $2.00 13 Restripe (Refresh) Existing Yellow Median Island Striping (Tapered Noses) per Caltrans Std. A20B Detail 29 (if Directed) 1,000 LF $3.05 $3,050.00 $1.50 $1,500.00 $2.00 $2,000.00 $1.14 $1,140.00 $3.00 $3,000.00 $2.14 $2,138.00 $1.14 $3.05 14 Restripe (Refresh) Existing Yellow Two-Way Left-Turn Lane Striping per Caltrans Std. A20B Detail 32 (if Directed) 1,000 LF $2.10 $2,100.00 $1.50 $1,500.00 $2.00 $2,000.00 $1.08 $1,080.00 $3.00 $3,000.00 $1.94 $1,936.00 $1.08 $3.00 15 Restripe (Refresh) Existing 8"-Wide Turn Pocket Striping. Per Caltrans Std.

A20A Detail 9 (if Directed) 500 LF $1.30 $650.00 $2.00 $1,000.00 $2.00 $1,000.00 $1.90 $950.00 $1.00 $500.00 $1.64 $820.00 $1.00 $2.00 16 Restripe (Refresh) Existing 6"-Wide Traffic Lane Striping. Per Caltrans Std.

A20A Detail 9 (if Directed) 1,000 LF $0.55 $550.00 $1.00 $1,000.00 $1.00 $1,000.00 $0.84 $840.00 $1.00 $1,000.00 $0.88 $878.00 $0.55 $1.00 17 Restripe (Refresh) Existing 6"-Wide Channelizing Striping (~50 LF at Intersections) as Shown on the Plans (if Directed) 1,000 LF $1.05 $1,050.00 $1.00 $1,000.00 $1.00 $1,000.00 $0.84 $840.00 $1.00 $1,000.00 $0.98 $978.00 $0.84 $1.05 18 Remove & Replace Existing Crosswalk Striping (2-ft Wide x 12-ft to 16-ft Long per Stripe). Install Ladder Crosswalk at 2-ft. Spacing. White Color Striping (High-Visibility) with White Retro-Reflective Markers. Price per Length Across Street (Including Blank Spacing).
850 LF $17.40 $14,790.00 $50.00 $42,500.00 $14.00 $11,900.00 $54.00 $45,900.00 $54.00 $45,900.00 $37.88 $32,198.00 $14.00 $54.00 19 Remove & Replace Existing Crosswalk Striping (2-ft Wide x 12-ft to 16-ft Long per Stripe). Install Ladder Crosswalk at 2-ft. Spacing. Yellow Color Striping (High-Visibility) with Yellow Retro-Reflective Markers. Price per Length Across Street (Including Blank Spacing).
2,100 LF $16.40 $34,440.00 $50.00 $105,000.00 $8.00 $16,800.00 $54.00 $113,400.00 $54.00 $113,400.00 $36.48 $76,608.00 $8.00 $54.00 Apparent Low Bidder 4
Gentry Brothers, Inc.

HIGHEST

UNIT BID
PRICE

AVERAGE BID VALUES LOWEST

UNIT BID
PRICE
Apparent Low Bidder 2
Hardy & Harper, Inc.

Apparent Low Bidder 5
Palp Inc DBA Excel Paving
Company

1. BID TABULATION
Bid Item and Description

BID TABULATION
Apparent Low Bidder 1
Toro Enterprises, Inc.

PROJECT NAME: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT ATP CYCLE 5 PROJECT ATPL-5352(023)
Base Bid Schedule
Apparent Low Bidder 3
All American Asphalt
D:\Dropbox (Transtech Engineers)\JOBRECRD\2024\241074 SEM SAFE ROUTES TO SCHOOL ATP CYCLE 5 CMCI\WIP\0.CIP\40 Bidding\40.07 Bid Analysis\01 Draft\01 Bid Analysis.xlsxBID TABULATION 1 of 6 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 1 of 38

Qty Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Apparent Low Bidder 4
Gentry Brothers, Inc.

HIGHEST

UNIT BID
PRICE

AVERAGE BID VALUES LOWEST

UNIT BID
PRICE
Apparent Low Bidder 2
Hardy & Harper, Inc.

Apparent Low Bidder 5
Palp Inc DBA Excel Paving
Company

1. BID TABULATION
Bid Item and Description

BID TABULATION
Apparent Low Bidder 1
Toro Enterprises, Inc.

PROJECT NAME: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT ATP CYCLE 5 PROJECT ATPL-5352(023)
Apparent Low Bidder 3
All American Asphalt
20 Restripe Existing or Stripe New Arrows (Left, Right, Through, Merge, Etc.) 20 EA $56.00 $1,120.00 $100.00 $2,000.00 $77.00 $1,540.00 $96.00 $1,920.00 $76.00 $1,520.00 $81.00 $1,620.00 $56.00 $100.00 21 Restripe Existing or Stripe New Speed Limit Markings (“30”) 10 EA $70.30 $703.00 $100.00 $1,000.00 $260.00 $2,600.00 $78.00 $780.00 $110.00 $1,100.00 $123.66 $1,236.60 $70.30 $260.00 22 Restripe Existing or Stripe New Words ("Stop", “Ahead”, “School” etc.) 100 EA $73.25 $7,325.00 $125.00 $12,500.00 $80.00 $8,000.00 $116.40 $11,640.00 $230.00 $23,000.00 $124.93 $12,493.00 $73.25 $230.00 23 Restripe Existing or Stripe New Yield Triangles ("Shark Teeth") 130 EA $19.00 $2,470.00 $25.00 $3,250.00 $11.00 $1,430.00 $14.40 $1,872.00 $21.00 $2,730.00 $18.08 $2,350.40 $11.00 $25.00 24 Restripe Existing or Stripe New Painted Curbs (Red Color or Other Color as Directed) 1,200 LF $17.88 $21,456.00 $3.00 $3,600.00 $2.00 $2,400.00 $2.52 $3,024.00 $4.00 $4,800.00 $5.88 $7,056.00 $2.00 $17.88 25 Restripe Existing or Stripe New 12-inch-Wide Limit Lines 1,350 LF $1.55 $2,092.50 $4.00 $5,400.00 $6.00 $8,100.00 $3.42 $4,617.00 $4.00 $5,400.00 $3.79 $5,121.90 $1.55 $6.00 26 Remove Existing Miscellaneous Striping (Arrows, Words, etc.) 160 EA $194.45 $31,112.00 $200.00 $32,000.00 $50.00 $8,000.00 $216.00 $34,560.00 $139.00 $22,240.00 $159.89 $25,582.40 $50.00 $216.00 27 Remove Existing Striping (Centerline, Limit Line, Lane Lines, etc.) 2,000 LF $1.00 $2,000.00 $5.00 $10,000.00 $1.00 $2,000.00 $4.56 $9,120.00 $2.00 $4,000.00 $2.71 $5,424.00 $1.00 $5.00 28 Remove Existing Road Sign 50 EA $26.45 $1,322.50 $20.00 $1,000.00 $610.00 $30,500.00 $12.00 $600.00 $36.00 $1,800.00 $140.89 $7,044.50 $12.00 $610.00 29 Remove Existing Sign Post 15 EA $66.05 $990.75 $50.00 $750.00 $610.00 $9,150.00 $18.00 $270.00 $76.00 $1,140.00 $164.01 $2,460.15 $18.00 $610.00 30 Furnish & Install New Signs on Exist. or New Posts (See Below) $0.00 $0.00 $0.00 $0.00 $0.00 #DIV/0! #DIV/0! $0.00 $0.00 a
LED Flashing Stop Sign (R1-1) (Included with LED Flashing Stop Sign Price in Bid Item 35) 0 EA $0.00 $0.00 $0.00 $0.00 $0.00 #DIV/0! #DIV/0! $0.00 $0.00 b School Crossing Sign (S1-1) 52 EA $226.60 $11,783.20 $300.00 $15,600.00 $220.00 $11,440.00 $312.00 $16,224.00 $110.00 $5,720.00 $233.72 $12,153.44 $110.00 $312.00 c
LED Flashing School Crossing Sign (S1-1) (Included with RRFB Beacon Price in Bid Item 36) 0 EA $0.00 $0.00 $0.00 $0.00 $0.00 #DIV/0! #DIV/0! $0.00 $0.00 d School Warning Sign (SW24-1) 2 EA $288.00 $576.00 $300.00 $600.00 $250.00 $500.00 $312.00 $624.00 $178.00 $356.00 $265.60 $531.20 $178.00 $312.00 e School Speed Limit Sign (S4-5) 1 EA $310.00 $310.00 $300.00 $300.00 $260.00 $260.00 $324.00 $324.00 $126.00 $126.00 $264.00 $264.00 $126.00 $324.00 f Stop Here for Pedestrians Sign (R1-5C) 8 EA $175.00 $1,400.00 $250.00 $2,000.00 $250.00 $2,000.00 $226.80 $1,814.40 $152.00 $1,216.00 $210.76 $1,686.08 $152.00 $250.00 g Yield Here to Pedestrians Sign (R1-5A) 19 EA $175.00 $3,325.00 $250.00 $4,750.00 $260.00 $4,940.00 $226.80 $4,309.20 $152.00 $2,888.00 $212.76 $4,042.44 $152.00 $260.00 h Turning Vehicles Yield to Pedestrians Sign (R10-15) 1 EA $203.60 $203.60 $300.00 $300.00 $220.00 $220.00 $252.00 $252.00 $110.00 $110.00 $217.12 $217.12 $110.00 $300.00 I Ped Crossing Information Sign (R10-3B) 12 EA $204.45 $2,453.40 $300.00 $3,600.00 $140.00 $1,680.00 $240.00 $2,880.00 $36.00 $432.00 $184.09 $2,209.08 $36.00 $300.00 j Crosswalk Sign (W11-2) 14 EA $192.65 $2,697.10 $300.00 $4,200.00 $220.00 $3,080.00 $246.00 $3,444.00 $76.00 $1,064.00 $206.93 $2,897.02 $76.00 $300.00 k
LED Flashing Crosswalk Sign (W11-2) (Included with RRFB Beacon Price in Bid Item 36) 0 EA $0.00 $0.00 $0.00 $0.00 $0.00 #DIV/0! #DIV/0! $0.00 $0.00 l Downward Arrow Sign (W16-7P) 60 EA $137.95 $8,277.00 $100.00 $6,000.00 $150.00 $9,000.00 $96.00 $5,760.00 $41.00 $2,460.00 $104.99 $6,299.40 $41.00 $150.00 m Caution Traffic Does Not Stop Sign (W4-4P) 2 EA $138.40 $276.80 $100.00 $200.00 $190.00 $380.00 $96.00 $192.00 $76.00 $152.00 $120.08 $240.16 $76.00 $190.00 n Stop Here on Red Sign (R10-23) 16 EA $191.95 $3,071.20 $100.00 $1,600.00 $170.00 $2,720.00 $103.20 $1,651.20 $76.00 $1,216.00 $128.23 $2,051.68 $76.00 $191.95 o Bicycle Share the Road Sign (W11-1 & W16-1P) 1 EA $191.10 $191.10 $250.00 $250.00 $270.00 $270.00 $252.00 $252.00 $178.00 $178.00 $228.22 $228.22 $178.00 $270.00 p Ahead Sign (W16-9P) 28 EA $171.30 $4,796.40 $100.00 $2,800.00 $150.00 $4,200.00 $96.00 $2,688.00 $61.00 $1,708.00 $115.66 $3,238.48 $61.00 $171.30 q Stop Ahead Sign (W3-1) 2 EA $171.65 $343.30 $300.00 $600.00 $220.00 $440.00 $248.40 $496.80 $86.00 $172.00 $205.21 $410.42 $86.00 $300.00 r Handicap Parking Sign (R99 CA) 1 EA $120.45 $120.45 $100.00 $100.00 $140.00 $140.00 $96.00 $96.00 $36.00 $36.00 $98.49 $98.49 $36.00 $140.00 31 Furnish & Install Additional Signs (Type/Location As-Directed) 30 EA $237.70 $7,131.00 $250.00 $7,500.00 $260.00 $7,800.00 $258.00 $7,740.00 $110.00 $3,300.00 $223.14 $6,694.20 $110.00 $260.00 32 Furnish & Install Galvanized Steel Sign Post (8-Foot Tall or Shorter) as Shown on Plans or as Directed 65 EA $193.40 $12,571.00 $275.00 $17,875.00 $240.00 $15,600.00 $258.00 $16,770.00 $178.00 $11,570.00 $228.88 $14,877.20 $178.00 $275.00 33 Furnish & Install New or Replace Existing Push Buttons. ADA Push Button (ES-5C Style Push Button). Multiple Sites As- Shown on Plans or Allowance As-Needed During Construction.
20 EA $3,045.00 $60,900.00 $2,500.00 $50,000.00 $2,000.00 $40,000.00 $3,480.00 $69,600.00 $4,000.00 $80,000.00 $3,005.00 $60,100.00 $2,000.00 $4,000.00 34 At Site 6, Furnish & Install New ADA PED Signal Head (ES-4B Style Pedestrian Head) with Audible/Visible Countdown. Remove Existing Ped Signal Head if Existing.
8 EA $1,997.00 $15,976.00 $2,500.00 $20,000.00 $2,000.00 $16,000.00 $1,800.00 $14,400.00 $2,500.00 $20,000.00 $2,159.40 $17,275.20 $1,800.00 $2,500.00 D:\Dropbox (Transtech Engineers)\JOBRECRD\2024\241074 SEM SAFE ROUTES TO SCHOOL ATP CYCLE 5 CMCI\WIP\0.CIP\40 Bidding\40.07 Bid Analysis\01 Draft\01 Bid Analysis.xlsxBID TABULATION 2 of 6 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 2 of 38

Qty Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Apparent Low Bidder 4
Gentry Brothers, Inc.

HIGHEST

UNIT BID
PRICE

AVERAGE BID VALUES LOWEST

UNIT BID
PRICE
Apparent Low Bidder 2
Hardy & Harper, Inc.

Apparent Low Bidder 5
Palp Inc DBA Excel Paving
Company

1. BID TABULATION
Bid Item and Description

BID TABULATION
Apparent Low Bidder 1
Toro Enterprises, Inc.

PROJECT NAME: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT ATP CYCLE 5 PROJECT ATPL-5352(023)
Apparent Low Bidder 3
All American Asphalt
35 Furnish & Install New LED Flashing Stop Sign (R1-1) with Red- Flashing Beacon Above LED Flashing Stop Sign and Solar Panel with Battery 13 EA $4,720.00 $61,360.00 $5,000.00 $65,000.00 $6,000.00 $78,000.00 $5,144.40 $66,877.20 $6,000.00 $78,000.00 $5,372.88 $69,847.44 $4,720.00 $6,000.00 36 Furnish & Install Rectangular Rapid Flashing Beacon (RRFB) Assembly.

Including Pole, Solar Panel with Battery, Push Button, Dual-Sided Flashing Rectangular Beacons, Dual-Sided Flashing Signs, Dual-Sided Downward Arrow
14 EA $16,625.00 $232,750.00 $10,000.00 $140,000.00 $20,000.00 $280,000.00 $9,936.00 $139,104.00 $21,000.00 $294,000.00 $15,512.20 $217,170.80 $9,936.00 $21,000.00 37 At Site 1: Remove Overhead Beacons (Signal Heads) from Existing Mast Arm/Pole, Existing Controller (In Cabinet), Pedestrian Signal Heads, Push Buttons, and Appurtenant Wiring and Devices Associated with Beacons, Cabinets, Pedestrian Signal Heads, and Push Buttons.
1 LS $3,675.00 $3,675.00 $10,000.00 $10,000.00 $7,000.00 $7,000.00 $4,200.00 $4,200.00 $5,000.00 $5,000.00 $5,975.00 $5,975.00 $3,675.00 $10,000.00 38 At Sites 7, 13, and 14: Remove Overhead Beacons (Signal Heads) from Existing Mast Arm/Pole, Existing Controller (In Cabinet), Pedestrian Signal Heads, Push Buttons, and Appurtenant Wiring and Devices Associated with Beacons, Cabinets, Pedestrian Signal Heads, and Push Buttons. 1 LS $4,720.00 $4,720.00 $30,000.00 $30,000.00 $25,000.00 $25,000.00 $5,400.00 $5,400.00 $6,000.00 $6,000.00 $14,224.00 $14,224.00 $4,720.00 $30,000.00 39 At Site 1, Furnish & Install New, Complete HAWK System Components on Existing Poles/Mast Arms and Inside of Existing Cabinet and Conduits:

Including HAWK Beacons, Signs, Pedestrian Heads (with Countdown), Audible Push Button, Controller, and Wiring. Controller to be Installed in Existing Cabinets, and Wiring Inside of Existing Conduits. 1 LS $68,000.00 $68,000.00 $75,000.00 $75,000.00 $80,000.00 $80,000.00 $77,868.00 $77,868.00 $89,000.00 $89,000.00 $77,973.60 $77,973.60 $68,000.00 $89,000.00 40 At Site 7, 13, and 14, Furnish & Install New, Complete HAWK System Components on Existing Poles/Mast Arms and Inside of Existing Cabinet and Conduits: Including HAWK Beacons, Signs, Pedestrian Heads (with Countdown), Audible Push Button, Controller, and Wiring. Controller to be Installed in Existing Cabinets, and Wiring Inside of Existing Conduits. 1 LS $193,860.00 $193,860.00 $215,000.00 $215,000.00 $270,000.00 $270,000.00 $222,000.00 $222,000.00 $245,000.00 $245,000.00 $229,172.00 $229,172.00 $193,860.00 $270,000.00 41 At Sites 1, 7, 13, and 14: Furnish & Install New 2” PVC Sch 80 Conduit in Concrete Encasement in Existing Pavement/Sidewalk (Allowance Only as Necessary if Existing Conduits are Insufficient). Conduits to House New Wiring as Part of Complete HAWK Package. Wiring Included as Part of HAWK Package Bid Item.
2,000 LF $147.00 $294,000.00 $100.00 $200,000.00 $120.00 $240,000.00 $150.00 $300,000.00 $178.00 $356,000.00 $139.00 $278,000.00 $100.00 $178.00 42 At Site 10: Furnish & Install New HAWK Signal Pole and Foundation. Pole & Mast Arm Size of Approximately 23'H x 30'L. Luminaire 13’H x 15’L.

Foundation of 42"d x 12'D. Structure/Hardware Only (HAWK Signal Items Bid Separately as Part of Complete HAWK Package)
2 EA $30,395.00 $60,790.00 $35,000.00 $70,000.00 $38,000.00 $76,000.00 $34,800.00 $69,600.00 $38,000.00 $76,000.00 $35,239.00 $70,478.00 $30,395.00 $38,000.00 43 At Site 10: Furnish & Install New Pedestrian Access Pole and Foundation.

Structure/Hardware Only (Electrical Items Bid
Separately as Part of Complete HAWK Package).
2 EA $7,865.00 $15,730.00 $10,000.00 $20,000.00 $7,000.00 $14,000.00 $9,000.00 $18,000.00 $11,000.00 $22,000.00 $8,973.00 $17,946.00 $7,000.00 $11,000.00 44 At Site 10: Furnish & Install New 2” PVC Sch 80 Conduit in Existing Pavement/Sidewalk. Conduits to House New Wiring/Cable that is Bid Separately as Part of Complete HAWK Package or as Part of Lighting). 120 LF $137.00 $16,440.00 $200.00 $24,000.00 $200.00 $24,000.00 $150.00 $18,000.00 $165.00 $19,800.00 $170.40 $20,448.00 $137.00 $200.00 D:\Dropbox (Transtech Engineers)\JOBRECRD\2024\241074 SEM SAFE ROUTES TO SCHOOL ATP CYCLE 5 CMCI\WIP\0.CIP\40 Bidding\40.07 Bid Analysis\01 Draft\01 Bid Analysis.xlsxBID TABULATION 3 of 6 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 3 of 38

Qty Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Apparent Low Bidder 4
Gentry Brothers, Inc.

HIGHEST

UNIT BID
PRICE

AVERAGE BID VALUES LOWEST

UNIT BID
PRICE
Apparent Low Bidder 2
Hardy & Harper, Inc.

Apparent Low Bidder 5
Palp Inc DBA Excel Paving
Company

1. BID TABULATION
Bid Item and Description

BID TABULATION
Apparent Low Bidder 1
Toro Enterprises, Inc.

PROJECT NAME: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT ATP CYCLE 5 PROJECT ATPL-5352(023)
Apparent Low Bidder 3
All American Asphalt
45 At Site 10, Furnish & Install New, Complete HAWK System, Including HAWK Beacons, Signs, Pedestrian Heads (with Countdown), Audible Push Button, Controller, Cabinet, and Wiring. Controller to be Installed in New Cabinet Mounted on Pad or on New HAWK Pole, and Wiring Inside of Newly- Constructed Conduits (Conduits Bid Separately).
1 LS $96,408.00 $96,408.00 $75,000.00 $75,000.00 $85,000.00 $85,000.00 $110,400.00 $110,400.00 $128,000.00 $128,000.00 $98,961.60 $98,961.60 $75,000.00 $128,000.00 46 At Site 10, Furnish & Install New LED Light in Luminaire and New Illuminated Pedestrian Crossing Sign on Newly- Constructed Mast Arm.

Provide Wiring for New LED Light on Luminaire and Illuminated Pedestrian Crossing Sign.
1 LS $10,000.00 $10,000.00 $15,000.00 $15,000.00 $15,000.00 $15,000.00 $11,400.00 $11,400.00 $12,000.00 $12,000.00 $12,680.00 $12,680.00 $10,000.00 $15,000.00 47 At Site 10: Furnish & Install Electrical Metering Cabinet. Including Cabinet Hardware and Electrical Contents in Accordance with SCE’s Standards. 1 EA $8,900.00 $8,900.00 $10,000.00 $10,000.00 $8,000.00 $8,000.00 $10,200.00 $10,200.00 $11,000.00 $11,000.00 $9,620.00 $9,620.00 $8,000.00 $11,000.00 48 At Site 10: Construct Concrete Pads for Cabinet(s). 20 CY $262.00 $5,240.00 $600.00 $12,000.00 $700.00 $14,000.00 $650.00 $13,000.00 $340.00 $6,800.00 $510.40 $10,208.00 $262.00 $700.00 49 Reset Monuments or Centerline Ties As-Necessary for Construction per Section 3-10 of the General Provisions 25 EA $2,100.00 $52,500.00 $1,200.00 $30,000.00 $700.00 $17,500.00 $850.00 $21,250.00 $600.00 $15,000.00 $1,090.00 $27,250.00 $600.00 $2,100.00 50 Furnish & Install Project Improvement Signs per Detail in Appendix B of Specs. Basic/Temporary Wooden Sign for Construction Only. Approx. 7'H x 5'W. Signs to be Moved to/from Each Site During Construction. 8 EA $1,600.00 $12,800.00 $2,500.00 $20,000.00 $3,000.00 $24,000.00 $2,500.00 $20,000.00 $1,400.00 $11,200.00 $2,200.00 $17,600.00 $1,400.00 $3,000.00 A1 Remove & Replace Asphalt (Full-Depth). Areas As-Needed 5,000 SF $38.20 $191,000.00 $35.00 $175,000.00 $33.00 $165,000.00 $6.50 $32,500.00 $42.00 $210,000.00 $30.94 $154,700.00 $6.50 $42.00 A2 Grind & Overlay (C2 PG-64-10). Depth of 1.5 inches. Under Crosswalks and/or Adjacent to Ramps. 20,000 SF $14.65 $293,000.00 $15.00 $300,000.00 $7.00 $140,000.00 $6.50 $130,000.00 $9.00 $180,000.00 $10.43 $208,600.00 $6.50 $15.00 A3
At Site 1: Replace Existing Electrical Cabinet with NEMA TS-2 or ATC Standard Cabinet (for Traffic Signals). Cabinet Hardware and Electrical Components (including Controller), per Page SP-35 of these Specs. 1 EA $41,000.00 $41,000.00 $10,000.00 $10,000.00 $8,000.00 $8,000.00 $45,000.00 $45,000.00 $56,000.00 $56,000.00 $32,000.00 $32,000.00 $8,000.00 $56,000.00 A4 Furnish & Install New LaneLight Controller Cabinet, Mounted to Existing Cabinets at Sites 1, 7, 13, and 14. 4 EA $4,400.00 $17,600.00 $7,000.00 $28,000.00 $4,000.00 $16,000.00 $5,000.00 $20,000.00 $6,000.00 $24,000.00 $5,280.00 $21,120.00 $4,000.00 $7,000.00 A5 Furnish & Install Wiring (Size Range from 22 AWG to 10 AWG) inside of New or Existing Conduit, As-Needed. 1,000 LF $7.75 $7,750.00 $15.00 $15,000.00 $13.00 $13,000.00 $9.00 $9,000.00 $10.00 $10,000.00 $10.95 $10,950.00 $7.75 $15.00 A6
For all Sites, Furnish & Install Pole-Mounted Battery Backup "Backpack" Cabinet (16”W x 25”H x 17”D) per Page SP-35 of these Specs (for Battery Storage). Mounted on Existing or Proposed Poles. Provide Two (2) Batteries in Each Cabinet. 12VDC SigmasTek SP12-22
(7.13”Lx3”Wx6.59”H) or Equal.
5 EA $16,625.00 $83,125.00 $30,000.00 $150,000.00 $26,000.00 $130,000.00 $20,000.00 $100,000.00 $22,000.00 $110,000.00 $22,925.00 $114,625.00 $16,625.00 $30,000.00 A7 For All Sites, Furnish & Install 200W Solar Panels & Provide Solar- 2 EA $18,845.00 $37,690.00 $30,000.00 $60,000.00 $26,000.00 $52,000.00 $22,000.00 $44,000.00 $24,000.00 $48,000.00 $24,169.00 $48,338.00 $18,845.00 $30,000.00 Apparent Low
Bidder 1
Apparent Low
Bidder 2
Apparent Low
Bidder 3
Apparent Low
Bidder 4
Apparent Low
Bidder 5
$1,794,169.80 $2,145,000.00 $2,176,240.00 $2,238,539.80 $2,729,824.00 $1,794,169.80 $2,145,000.00 $2,176,240.00 $2,240,499.80 $2,729,824.00 $0.00 $0.00 $0.00 -$1,960.00 $0.00

BID RANKING
Additive Bid Schedule

TOTAL BASE BID AMOUNT CALCULATED BASED ON UNIT PRICES

TOTAL BASE BID AMOUNT INDICATED BY BIDDER

CALCULATION CORRECTIONS TO BASE BID AMOUNT SUBMITTED BY CONTRACTOR BASED ON

CALCULATED BID AMOUNT
D:\Dropbox (Transtech Engineers)\JOBRECRD\2024\241074 SEM SAFE ROUTES TO SCHOOL ATP CYCLE 5 CMCI\WIP\0.CIP\40 Bidding\40.07 Bid Analysis\01 Draft\01 Bid Analysis.xlsxBID TABULATION 4 of 6 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 4 of 38

Qty Unit Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Unit Price Total Price Apparent Low Bidder 4
Gentry Brothers, Inc.

HIGHEST

UNIT BID
PRICE

AVERAGE BID VALUES LOWEST

UNIT BID
PRICE
Apparent Low Bidder 2
Hardy & Harper, Inc.

Apparent Low Bidder 5
Palp Inc DBA Excel Paving
Company

1. BID TABULATION
Bid Item and Description

BID TABULATION
Apparent Low Bidder 1
Toro Enterprises, Inc.

PROJECT NAME: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT ATP CYCLE 5 PROJECT ATPL-5352(023)
Apparent Low Bidder 3
All American Asphalt
$671,165.00 $738,000.00 $524,000.00 $380,500.00 $638,000.00 $671,165.00 $738,000.00 $524,000.00 $380,500.00 $638,000.00 $0.00 $0.00 $0.00 $0.00 $0.00
$2,465,334.80 $2,883,000.00 $2,700,240.00 $2,619,039.80 $3,367,824.00 41% $735,609.62 48% $1,029,600.00 52% $1,131,862.42 47% $1,041,832.41 44% $1,201,122.56 MSL ELECTRIC, INC $735,609.62

SUPERIOR

PAVEMENT

MARKINGS
$386,100.00 CASELAND
SURVEYING $36,125.58 MSL ELECTRIC $1,008,224.91 MSL ELECTRIC $1,010,034.88

CASE LAND
SURVEY $21,450.00 MSL ELECTRIC $969,514.92

SUPERIOR

PAVEMENT

MARKINGS
$33,607.50 CAT TRACKING $191,087.68
BELCO $622,050.00 J&S STRIPING $126,221.92
TOTAL $735,609.62 TOTAL $1,029,600.00 TOTAL $1,131,862.42 TOTAL $1,041,832.41 TOTAL $1,201,122.56

SUBCONTRACTORS

IS THE BIDDER QUALIFIED BASED ON REFERENCE PROJECTS
SUBCONTRACTOR % AND AMOUNT SHOWN IN THE BID

TOTAL ADDITIVE BID AMOUNT CALCULATED BASED ON UNIT PRICES

TOTAL ADDITIVE BID AMOUNT INDICATED BY BIDDER

CALCULATION CORRECTIONS TO ADDITIVE BID AMOUNT SUBMITTED BY CONTRACTOR BASED

ON CALCULATED BID AMOUNT
TOTAL BASE BID + TOTAL ADDITIVE BID
D:\Dropbox (Transtech Engineers)\JOBRECRD\2024\241074 SEM SAFE ROUTES TO SCHOOL ATP CYCLE 5 CMCI\WIP\0.CIP\40 Bidding\40.07 Bid Analysis\01 Draft\01 Bid Analysis.xlsxBID TABULATION 5 of 6 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 5 of 38

APPARENT LOW BID AMOUNT: $1,794,169.80

REVIEW RESULT BY DATE
YES CITY CLERK 10/31/24
YES BE 11/1/24
YES BE 11/1/24
NO BE 11/1/24
YES BE 11/1/24
$735,609.62 BE 11/1/24

51.00% BE 11/1/24

59.00% BE 11/1/24
YES BE 11/1/24

49.00% BE 11/1/24

41.00% BE 11/1/24
YES BE 11/1/24
PRIME CONTRACTOR LICENSE STATUS: Toro Enterprises, Inc. 710580 BE 11/1/24 PRIME CONTRACTOR DIR REGISTRATION STATUS: Toro Enterprises, Inc. 1000002410 BE 11/1/24 SUB CONTRACTOR LICENSE STATUS: MSL Electric, Inc 822450 BE 11/1/24 SUB CONTRACTOR DIR REGISTRATION STATUS: MSL Electric, Inc 1000000550 BE 11/1/24

PRIME CONTRACTOR DEBARMENT STATUS FROM STATE
CONTRACTS: Toro Enterprises, Inc. NOT ON STATE DEBARRED LIST BE 11/1/24

PRIME CONTRACTOR DEBARMENT STATUS FROM
FEDERAL CONTRACTS: Toro Enterprises, Inc. NOT ON FEDERAL DEBARRED LIST BE 11/1/24

SUB CONTRACTOR DEBARMENT STATUS FROM STATE
CONTRACTS: MSL Electric, Inc NOT ON STATE DEBARRED LIST BE 11/1/24

SUB CONTRACTOR DEBARMENT STATUS FROM FEDERAL
CONTRACTS: MSL Electric, Inc NOT ON FEDERAL DEBARRED LIST BE 11/1/24 Print-out from CLSB Web Page attached (http://www.cslb.ca.gov/) BIDDER COMPLIES WITH MAX. SUB CONTRACTOR % REQUIREMENT:

Print-out from CLSB Web Page attached (http://www.cslb.ca.gov/) Print-out from DIR Web Page attached
(https://cadir.my.salesforce-sites.com/ContractorSearch?) PRIME CONTRACTOR % CALCULATED PER BID SUBMITTAL
(THIS % MUST BE EQUAL OR MORE THAN ABOVE %):

Print-out from DIR Web Page attached
(https://cadir.my.salesforce-sites.com/ContractorSearch?) ANY APPARENT DISCREPANCY IN THE SUBMITTAL:

TOTAL BID PRICES CALCULATED CORRECTLY:

SUBCONTRACTOR AMOUNT:

MIN PRIME CONTRACTOR % REQUIREMENT FOR WORK PER SPECIFICATIONS:

BIDDER COMPLIES WITH MIN PRIME CONTRACTOR % REQUIREMENT:

MAX ALLOWABLE SUBCONTRACTOR PERCENT PER SPECIFICATIONS:

SUB CONTRACTOR % CALCULATED PER BID SUBMITTAL
(THIS % MUST BE EQUAL OR LESS THAN ABOVE %):

BID STAMPED AS RECEIVED PRIOR BID TIME:

BID BOND IN PROPER AMOUNT:

ADDENDA ACKNOWLEDGEMENT:

2. REVIEW OF APPARENT LOW BID
APPARENT LOW BID SUBMITTED BY: Toro Enterprises, Inc.

ITEM REVIEWED/CHECKED REMARKS
REFERENCE CHECK ACCEPTABLE: See Reference Check
Print-out from DIR Web Page attached (http://www.dir.ca.gov/dlse/debar.html) Print-out from SAM Web Page attached (https://www.sam.gov/SAM/) Print-out from DIR Web Page attached (http://www.dir.ca.gov/dlse/debar.html) Print-out from SAM Web Page attached (https://www.sam.gov/SAM/) D:\Dropbox (Transtech Engineers)\JOBRECRD\2024\241074 SEM SAFE ROUTES TO SCHOOL ATP CYCLE 5 CMCI\WIP\0.CIP\40 Bidding\40.07 Bid Analysis\01 Draft\01 Bid Analysis.xlsxREVIEW OF APPARENT LOW BID 6 of 6 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 6 of 38

Data current as of 11/1/2024 3:49:56 PM
Home | Online Services | License Details
Contractor's License Detail for License #
710580
DISCLAIMER: A license status check provides information taken from the CSLB license database. Before relying on this information, you should be aware of the following limitations.

Business Information

TORO ENTERPRISES INC
PO BOX 6285
OXNARD, CA 93031
Business Phone Number:(805) 483-4515
Entity Corporation
Issue Date 08/01/1995
Expire Date 08/31/2025
License Status
This license is current and active.

All information below should be reviewed.

Classifications
Bonding Information
Contractor's Bond
This license filed a Contractor's Bond with TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA.

Bond Number: 108063161
Bond Amount: $25,000
Effective Date: 07/19/2024
Contractor's Bond History
Bond of Qualifying Individual
CSLB complaint disclosure is restricted by law (B&P 7124.6) If this entity is subject to public complaint disclosure click on link that will appear below for more information. Click here for a definition of disclosable actions. 
 Only construction related civil judgments reported to CSLB are disclosed (B&P 7071.17).  Arbitrations are not listed unless the contractor fails to comply with the terms.  Due to workload, there may be relevant information that has not yet been entered into the board's license database.  A - GENERAL ENGINEERING
 C31 - CONSTRUCTION ZONE TRAFFIC CONTROL
The qualifying individual SEAN ALEJANDRO CASTILLO certified that he/she owns 10 percent or more of the voting stock/membership interest of this company; therefore, the Bond of Qualifying Individual is not required.

Effective Date: 08/26/2003

This license filed Bond of Qualifying Individual number 2298103 for CARLO GILBERT DIAZ in the amount of $25,000 with SWISS RE CORPORATE SOLUTIONS AMERICA INSURANCE CORPORATION.

Effective Date: 01/01/2023
BQI's Bond History

Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 7 of 38

Copyright © 2024 State of California
Workers' Compensation
This license has workers compensation insurance with the ZURICH AMERICAN INSURANCE

COMPANY
Policy Number:WC423071505
Effective Date: 03/01/2024
Expire Date: 03/01/2025
Workers' Compensation History
Other
 Personnel listed on this license (current or disassociated) are listed on other licenses.

Back to Top Conditions of Use
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Home  Customer Account Lookup  Toro Enterprises, Inc.

Toro Enterprises, Inc.

Customer Account Lookup
Name
Toro Enterprises, Inc.

Customer Account
11/1/24, 4:12 PM Toro Enterprises, Inc.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=2e983a97c307ca506cb75bea2b013… 1/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 9 of 38

Type
 Toro Enterprises, Inc.

Contractor
Website
(empty)
Email
[email protected]

Address 1
2101 E. VENTURA BLVD.

Address_2
City
OXNARD
State
CA
Zip
93036
Contractor Status
DIR Approved
11/1/24, 4:12 PM Toro Enterprises, Inc.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=2e983a97c307ca506cb75bea2b013… 2/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 10 of 38

CSLB
710580
Legal Name
TORO ENTERPRISES, INC.

Business Structure
Business Phone
805-483-4515
Registration Number
1755521
President
Sean Castillo
PWCR
1000002410
Registration Start Date
Registration End Date
-- None --
11/1/24, 4:12 PM Toro Enterprises, Inc.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=2e983a97c307ca506cb75bea2b013… 3/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 11 of 38

Related Lists
Historical Registration Dates 1
Doing Business As (DBA)
Crafts
Legacy Registration Date
2022-07-01
Legacy Registration Expiration
2025-06-30

Terms & Conditions
Privacy Policy
Disclaimer
Nondiscrimination Notice
Accessibility
dir.ca.gov
Copyright 2024 State of California
11/1/24, 4:12 PM Toro Enterprises, Inc.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=2e983a97c307ca506cb75bea2b013… 4/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 12 of 38

Data current as of 11/1/2024 3:54:36 PM
Home | Online Services | License Details
Contractor's License Detail for License #
822450
DISCLAIMER: A license status check provides information taken from the CSLB license database. Before relying on this information, you should be aware of the following limitations.

Business Information

M S L ELECTRIC INC
2918 E LA JOLLA ST
ANAHEIM, CA 92806
Business Phone Number:(714) 693-4837
Entity Corporation
Issue Date 08/05/2003
Expire Date 08/31/2025
License Status
This license is current and active.

All information below should be reviewed.

Classifications
C10 - ELECTRICAL
Bonding Information
Contractor's Bond
This license filed a Contractor's Bond with SWISS RE CORPORATE SOLUTIONS PREMIER INSURANCE CORPORATION.

Bond Number: S9015064
Bond Amount: $25,000
Effective Date: 01/01/2023
Contractor's Bond History
Bond of Qualifying Individual
The qualifying individual WARREN LEE MOORE certified that he/she owns 10 percent or more of the voting stock/membership interest of this company; therefore, the Bond of Qualifying Individual is not required.

Effective Date: 03/09/2022
BQI's Bond History
Workers' Compensation
This license has workers compensation insurance with the ZURICH AMERICAN INSURANCE

COMPANY
Policy Number:WC433299600
Effective Date: 04/01/2024
Expire Date: 04/01/2025
Workers' Compensation History
CSLB complaint disclosure is restricted by law (B&P 7124.6) If this entity is subject to public complaint disclosure click on link that will appear below for more information. Click here for a definition of disclosable actions. 
 Only construction related civil judgments reported to CSLB are disclosed (B&P 7071.17).  Arbitrations are not listed unless the contractor fails to comply with the terms.  Due to workload, there may be relevant information that has not yet been entered into the board's license database.

Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 13 of 38

Copyright © 2024 State of California
Other
 Personnel listed on this license (current or disassociated) are listed on other licenses.

Back to Top Conditions of Use
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Accessibility Certification
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 14 of 38

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Home  Customer Account Lookup  MSL ELECTRIC, INC.

MSL ELECTRIC, INC.

Customer Account Lookup
Name
MSL ELECTRIC, INC.

Customer Account
11/1/24, 4:15 PM MSL ELECTRIC, INC.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=10c69d01c30b8e10d5a11610a0013… 1/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 15 of 38

Type
 MSL ELECTRIC, INC.

Contractor
Website
(empty)
Email
[email protected]

Address 1
2918 E. LA JOLLA ST.

Address_2
City

ANAHEIM
State
CA
Zip
92806
Contractor Status
DIR Approved
11/1/24, 4:15 PM MSL ELECTRIC, INC.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=10c69d01c30b8e10d5a11610a0013… 2/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 16 of 38

CSLB
822450
Legal Name
MSL ELECTRIC, INC.

Business Structure
Business Phone
7146934837
Registration Number
2398559
President
Warren Moore
PWCR
1000000550
Registration Start Date
Registration End Date
-- None --
11/1/24, 4:15 PM MSL ELECTRIC, INC.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=10c69d01c30b8e10d5a11610a0013… 3/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 17 of 38

Related Lists
Historical Registration Dates 1
Doing Business As (DBA)
MSL ELECTRIC, INC.

Crafts
Legacy Registration Date
2023-07-01
Legacy Registration Expiration
2026-06-30

Terms & Conditions
Privacy Policy
Disclaimer
Nondiscrimination Notice
Accessibility
dir.ca.gov
Copyright 2024 State of California
11/1/24, 4:15 PM MSL ELECTRIC, INC.
https://services.dir.ca.gov/gsp?id=dir_public_form&table=x_cdoi2_csm_portal_customer_account_lookup&sys_id=10c69d01c30b8e10d5a11610a0013… 4/4 Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 18 of 38

DLSE Debarments
The following is a list of contractors barred from bidding on, accepting, or performing any public works contracts, either as a contractor or subcontractor. Please refer to the “Period of Debarment” for status of debarment period as noted below:

As part of your due diligence, we suggest that you also check:

Contractor status at the Contractors State License Board (CSLB) The Federal debarment list at the Excluded Parties List System Name of contractor Period of debarment
MICHAEL FLOORING, INC.;

BENNY MICHAEL
CSLB License Number: 874947
5/30/2023 through
5/30/2026
Decision SC 7278 
The debarment order is
currently stayed by order of
the Kern County Superior
Court
TOBO CONSTRUCTION, INC.;
JIMI WAN CHAE; MONICA SHIUN OH;

KYUNG JIN YOON,
CSLB License Number: 758012
5/10/2023 through
5/10/2026
Decision SC 7250 


How can we
help you
today?
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 1/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 19 of 38

G M Climate Control, Inc.

CSLB License Number: 967267
3/2/2023 through
9/2/2024
Decision 40-71536-603 

MINAKO AMERICA CORPORATION DBA
MINCO CONSTRUCTION;

AND REFAAT HILMAY MINA,
CSLB License Number: 612429
9/27/2021 through
9/26/2022
Decision LB 6333 
GRFCO, INC. DBA ONSITE KRUSHING;
GARCIA JUAREZ CONSTRUCTION, INC.;
GEORGE ROBERT FROST; AND JAMES

CRAIG JACKSON
CSLB License Number: 291013 and 84801
5/21/2021 through
5/20/2024
Decision LB 6629 
ECS CONTRACTORS, INC. dba ECS
ELECTRIC, INC.; UMAR KHALID RANA, an
indvidual and CEO/RMO of ECS
CONTRACTORS, INC.; and KANWAL
SAJJAD RANA, an indvidual and RMO of
ECS CONTRACTORS, INC.

CSLB License Number: 975222
3/1/2020 through
3/1/2023
Decision LB 5590 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 2/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 20 of 38

Avi Shechter, Individually
DBA Avi Shechter
CSLB Number: 908891 and 1018353
5/6/2019 through
5/5/2022
Decision LB 6328 
Patrick Kim, Individually
DBA Ritecon Plumbing
CSLB Number: 991018
8/21/2018 through
8/20/2019
Decision LB 6762 
Bighorn Construction, Inc.

CSLB Number: 597866
5/5/2018 through
5/4/2021
Decision LB 6658 
Doug Parks, Individually dba
Doug Parks and Son Plumbing
CSLB Number: 411825
10/11/2017 through
10/10/2019
Decision SC 5807 
Worthington Construction, Inc.;
Dale Worthington, an individual and
CEO/RMO of
Worthington Construction, Inc.; and,
Holi Jeanne Worthington, an individual
and Officer of
Worthington Construction
CSLB Number: 714836
6/15/2018 through
9/16/2019
Decision LB 5267 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 3/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 21 of 38

RMV Construction, Inc., A California
Corporation; and Robert
Michael Vasil II a.k.a. Robert Michael
Vasil a.k.a.

Mike Vasil, an Individual and CEO/RMO
President of RMV
Construction, Inc.

CSLB Number: 892389
4/1/2017 through
8/18/2018
Decision LB 5266 
Gewargis Youkhanis Narso, an individual
dba
GEHVAC and Technologies, a sole
proprietorship,
And GEHVAC Co., a sole proprietorship
CSLB Number: 899312 and 1013848
2/1/2017 through
1/31/2020
Decision 40-48480-516 
Joseph Brothers Enterprise, Inc.; Ken
Joseph Individually and as CEO
CSLB Number: 849169
4/3/2018 through
10/3/2019
Decision SC 6390 
Dave Cook Concrete Construction, Inc.,
and David William Cook
34231 Camino Capistrano #102
Capistrano Beach, CA 92624-1189
CSLB Number: 461897
3/1/2017 through
2/29/2020
Decision LB 6207 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 4/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 22 of 38

Bannaoun Engineers Constructors
Corporation; Omar Maloof, An Individual
P.O. Box 16599
Beverly Hills, CA 90209-2599
CSLB Number: 827829
05/12/17 through 05/11/20
Decision SC 5517 
Evans Roofing Co., Inc.
2020 South Yale Street
Santa Ana, CA 92706
CSLB Number: 610549
10/31/16 through 10/30/19
Decision LB 6270 
Guillermo Ibaibarriaga dba Sierra Nevada
Stucco and 2K Roofing
Sierra Nevada Stucco
P.O. Box 8472
Reno, NV 89502
CSLB Number: 915812
2K Roofing
820 Kuenzli Street
Reno, NV 89502
CSLB Number: 954551
05/14/17 through 05/13/20
Decision SC 6037 
Del Norte Construction, And Trinidad
Manuel Canales, an Individual
PO Box 5101
Oxnard, CA 93030
6/01/16 through 5/31/17
Decision LB 5533 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 5/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 23 of 38

5020 Wooley Rd.

Oxnard, CA 93030
CSLB Number: #945723
Diversified Building & Electric Company,
Inc.
409 Tennant Station
Morgan Hill, CA 95037
Denis Andrew Maris, Individually and
Doing Business as Diversified Electric
Company
CSLB Number: #765312
2/15/16 through 8/15/17
Decision SC 5714 
Fast Demolition, Inc.
601-C East Palomar Street #123
Chula Vista, CA 91911
CSLB Number: #792729
Rogelio Medina Vazquez., an individual
and in his capacity as Responsible
Managing Officer of FAST DEMOLITION,
INC.
4/1/44 through 3/31/47
Decision LB5742 
4/1/41 through 3/31/44
Decision LB5665 
4/1/36 through 3/31/39
Decision LB5740 
4/1/33 through 3/31/37
Decision LB5651 
4/1/33 through 3/31/37
Decision LB5739 
4/1/24 through 3/31/27
Decision LB5741 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 6/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 24 of 38

4/1/30 through 3/31/33
Decision LB5743 
4/1/27 through 3/31/30
Decision LB5666 
4/1/21 through 3/31/24
Decision LB5667 
4/1/18 through 3/31/21
Decision LB5668 
4/01/15 through 3/31/18
Decision LB5345 
Amerivet Plumbing, Inc.; Walter Edward
Jacob Kuhlmann III, Individually And dba
Amerivet Plumbing Services
CSLB Number: #969048 and #919761
8/6/15 through 8/5/18
Decision SC 5756 
Ultimate Inc., And, Enrique Vera, an
Individual
PO Box 571117
Tarzana, CA 91356-1117
CSLB Number: #949229
12/1/15 through 11/30/18
Decision LB 5655 &
LBS659 
Travioli Construction, Inc.

PO Box 231
Visalia, CA 93274
CSLB Number: #936832
9/11/15 through 3/10/17
Decision SC 5800 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 7/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 25 of 38

Integrity Sheet Metal, Inc.
319 McArthur Way
Upland, CA 91786
CSLB #726770
William Ben Hicks, an individual;
Margaret Mary Hicks, an individual
2/01/15 through 1/31/18
Decision LB 5596 
L A Builders, Inc., a California Corporation
15635 Saticoy Street, #H
Van Nuys, CA 91406
CSLB #748591
Alon Gamliel, an individual
2/01/15 through 1/31/18
Decision LB5 171 
USA Wall Systems, Inc.
8309 Sunshine Lane
Riverside, CA 92508
CSLB #929610
Edward Eugene Brammer, an individual
and in his capacity as President/CEO/RMO
4/01/15 through 3/31/18
Decision LB 5323 
Daughter Construction
formerly dba Hy Carpentry Construction
15407 Thornlake Avenue
Norwalk, CA 90650
CSLB #979297
Sharon Jin Yoo, an individual;
4/01/15 through 3/31/18
Decision LB 5466, LB5467,
LB5468 & LB5520 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 8/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 26 of 38

Dae Hyun Yoo, an individual
and in his capacity as manager/supervisor
for Sharon Jin Yoo and in his capacity as
General Partner for HY Construction, a
General Partnership.

RDA Construction, Inc.
1692 W. Bullard Ave.,
Fresno, CA 93711
CSLB# 383306
12/15/14 through 12/14/16
Decision 40-40508-522 &
44-40509-522 
Titan Electrical Construction, Inc.

Lucas Oliver Stickney, an individual
Jamie Noel Furr, an individual
630 Natoma Street
San Francisco, CA 94103
CSLB# 919516
11/3/14 through 11/2/17
Decision SC 5539 
Ramos Painting
Carlos Ray Ramos, an individual
P.O. Box 3871
Paso Robles, CA 93447
CSLB# 753575
11/3/14 through 11/2/15
Decision SC 5518 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 9/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 27 of 38

Dick Emard Electric.
dba Emard Electric Luke Richard Emard,
an individual and RMO
5930 Key Court, Suite A
Loomis, CA 95650
CSLB# 794007
11/3/14 thorough 11/2/17
Decision SC 5521 
Nixon Electric
Gordon Fulton Nixon, an individual
5624 Faust Ave.

Woodland Hills, CA 91367
CSLB# 796802
8/1/14 through 7/31/17
Decision LB 4495 
Neris General Contractors, a California
Corporation
Efren Neri, an individual
Servando Neri, an individual
Rebeca Neri, an individual
Luis Abelardo Castro, an individual
6087 California Ave.

Long Beach, CA 90805
CSLB# 797967
2/28/14 through 2/27/17
Decision LB 4511, LB4512 &
LB4521 
Southland Construction
Reza Mohammedi, an individual
3943 Irvine Blvd., #405, Irvine, CA 92602
CSLB# 663784 (expired)
10/14/14 through 10/13/17
Decision SAC 5492 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 10/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 28 of 38

National Drywall Corporation,
A Dissolved California Corporation
603 S. Milliken Avenue, Suite F
Ontario, CA 91761
CSLB #834335
Miguel Contreras, an Individual and
Responsible Managing
Officer/CEO/President
Dora Maria Contreras, an Individual and
Agent/Officer of the Corporation
8/4/14 through 8/3/17
Decision SAC 5506 
Tadros & Youssef Construction, Inc.

Kamel Shaker Tadros & Makram Youssef
Youssef, Individually
1221 E 8th Street, Unit A, Upland, CA
91786
CSLB# 698182 (expired)
5/10/14 through 5/9/17
Decision SAC 5308 
Serenity Fire Protection
417 S. Associated Road, Brea, CA 92821
CSLB# 902927
5/1/14 through 4/30/17
Decision LB 4202 
Don Kelly Construction , Inc.

Don Kelly, Individual and Lisa Kelly,
Individual
171 Northview Ridge Lane, P.O. Box 10760,
Bozeman, MT 59719
3/25/14 through 3/24/17
Decision LB 4484 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 11/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 29 of 38

Aldan, Inc.

P.O. Box 9428, Brea, CA 92822
CSLB #949229
2/28/14 through 2/27/17
Decision LB5175 
Russell/Thompson, Inc.

James Jean Russell & Valery Alena
Thompson, Individually
4684 Oak Glen Dr., Redding, CA 96001
CSLB# 915036 (revoked)
10/31/13 through 10/31/16
Decision SC 5309 
Ayodejia A. Ogundare, Individual
Dba Pacific Engineering Company
6310 Stewart Way, Bakersfield, CA 93308
CLSB#710322
5/15/2013 through
5/15/2014
Decision SAC 1039 
Wallcrete Industries, Inc.; Garit David
Wallace and Amber Anderson, Individuals
400 Kansas, Redlands, CA 92373
CSLB#834220
7/29/12 through 7/28/15
Decision SAC 5175 
FEI Enterprises, Inc
Gabriel Fedida, Individual
5749 Venice Blvd., Los Angeles,  CA 90019
6/14/12 through 6/13/15
Decision SC 5198 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 12/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 30 of 38

CSLB#659252
Jeffrey Alan Mott and Michelle Mott,
individuals
Dda Integrity Landscape
3756 Independence Avenue
Sanger, CA 93637
CSLB#774222
3/29/12 through 3/28/15
Decision SC 5160 
Jensen Drywall & Stucco
Jeffrey E. Jensen
3714 Lynda Place
National City, CA 91950-8121
CSB # 664168 Exp. 2/18/11 (expired)
3/31/11 through 3/30/13
Decision SC 5095 
All West Construction, Inc.

Donald Kent Russell
495 N. Marks Ave.

Fresno, CA 93706
CSB # 592321 Exp. 4/3/12 (suspended)
3/31/11 through 3/30/13
Decision se 5013 
Country Builders, Inc.

Weldon Offill, individually
5915 Graham Ct.

Livermore, CA 94550
CSB # 699574 Exp. 11/30/12 (active)
3/1/11 through 2/28/14
Decision SC 5053 
Addendum SC 5053 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 13/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 31 of 38

Sutter Foam & Coating, Inc.
909 A. George Washington
Yuba City, CA 95993
CSB # 732014 Exp. 1/31/09 (inactive)
David Alvin Trexler, an individual
909 A. George Washington
Yuba City, CA 95993
Kenneth A. Trexler, an individual
2603 Lago Lane
Marysville, CA 95901
7/1/10 through 6/30/13
Decision SAC 5012 
Soo Dong Kim, an individual,
dba Soo Kim Electric Company
16224 Ridgeview Lane
La Mirada, CA 90638
CSB # 568103 Exp. 8/1/09 (inactive)
Hyo Nam Jung, an individual,
dba Lucid Electric
18621 Well Street
Rowland Heights, CA 91748
CSB # 914692 Exp. 4/3/10
4/19/10 through 4/18/13
Decision SAC 1064 
Southwest Grading,
dba Southwest Grading Services, Inc.,
22031 Waite Street
Wildomar, CA  92595
David Walter Cholewinski, an individual
3/18/10 through 3/17/13
Decision SAC 1058 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 14/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 32 of 38

22031 Waite Street
Wildomar, A 92595
29970 Technology Drive, Ste. 205
Murrieta, CA  92563
CSB #840416  Exp. 6/30/10
S.J. Cimino Electric, Inc., a California
corporation,
3267 Dutton Ave.

Santa Rosa, CA 95404
Salvatore Joseph Cimino, RMO, CEO and
President of S.J. Cimino Electric, Inc. and
sole owner of S.J. Cimino
Electric, an individual
5825 Heights Rd.

Santa Rosa, CA 95401
CSB #343802 Exp. 2/28/10
CSB #294141 Exp. 9/30/13 (inactive)
10/15/09 through 10/14/12
Decision SAC 1052 
Cedar Development Corporation
Serghon Gabriel Afram, individually
12477 Feather Dr
Mira Loma, CA 91752
CSB # 839898 Exp. 6/30/10 (suspended)
8/5/09 through 8/4/12
Decision SAC 1042 
All Floors Commercial and Residential
Flooring, Inc.

Salvador Elias Perea, individually
750 E. McGlincy Lane, #103
Campbell, CA 95008
5/14/09 through 5/13/12
Decision SAC 1040 
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 15/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 33 of 38

CSB #430969 Exp. 7/31/09
1-AMD Construction, Inc.

Alberto Mordoki, individually
Mirella Mordoki, individually
5300 Beach Blvd., Suite 110-416
Buena Park, CA 90621
CSB #787533, revoked
3/16/09 through 3/15/12
Decision SAC1037 
Updated: August 2023
11/1/24, 4:08 PM Public Works
https://www.dir.ca.gov/dlse/debar.html 16/16
Bid Analysis, Safe Routes to School Pedestrian Safety Project Document Control Page 34 of 38

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01257.0006/1031285.1

PUBLIC WORKS AGREEMENT
By and Between

CITY OF SOUTH EL MONTE
and
TORO ENTERPRISES, INC.

-1-
01257.0006/1031285.1

AGREEMENT FOR PUBLIC WORKS SERVICES

BETWEEN THE CITY OF SOUTH EL MONTE AND
TORO ENTERPRISES, INC.

THIS AGREEMENT FOR PUBLIC WORKS SERVICES (herein “Agreement”) is made and entered into this 12th day of November 2024 by and between the CITY OF SOUTH EL MONTE, a municipal corporation (“City”) and TORO ENTERPRISES, INC., a California Corporation (“Contractor”). City and Contractor 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. Following submission of the lowest responsible and responsive bid for the performance of the services, Contractor was selected by the City to perform those services.

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

D. The Parties desire to formalize the selection of Contractor for performance of the services 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. WORK OF CONTRACTOR

1.1 Scope of Work.

In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the “Scope of Work” 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, Contractor represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the work required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein.

Contractor shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Contractor 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

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01257.0006/1031285.1
Agreement, the phrase “highest professional standards” shall mean those standards of practice recognized by one or more first-class firms performing similar work under similar circumstances.

1.2 Bid Documents.

The Scope of Work shall include the “General Provisions” and “Special Provisions” in the bid documents for the project entitled, including any documents or exhibits referenced therein (collectively, “bid documents”), all of which are incorporated herein by this reference. In the event of any inconsistency between the terms of the bid documents and this Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Contractor 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 Compliance with California Labor Law.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a “public work” as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (“DIR”) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Contractor shall post job site notices, as prescribed by regulation.
(b) Prevailing Wages. Contractor shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Contractor acknowledges receipt of a copy of the Department of Industrial Relations (DIR) determination of the prevailing rate of per diem wages, and Contractor shall post a copy of the same at each job site where work is performed under this Agreement.
(c) Penalty for Failure to Pay Prevailing Wages. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. (d) Payroll Records. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified

-3-
01257.0006/1031285.1
in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (e) Apprentices. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program.

Within sixty (60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(f) Eight-Hour Work Day. Contractor acknowledges that eight (8) hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810.
(g) Penalties for Excess Hours. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1½) times the basic rate of pay.
(h) Workers’ Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Contractor certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Contractor’s Authorized Initials ________
(i) Contractor’s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Contractor shall be responsible for such subcontractor's compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Contractor shall be required to take all

-4-
01257.0006/1031285.1
actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

1.5 Licenses, Permits, Fees and Assessments.

Contractor shall obtain at its sole cost and expense such licenses, permits, registrations, and approvals as may be required by law for the performance of the services required by this Agreement. Contractor 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 Contractor’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.

1.6 Familiarity with Work.
(a) By executing this Agreement, Contractor warrants that Contractor (i) has thoroughly investigated and considered the scope of work 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, Contractor warrants that Contractor has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder.
(b) Contractor shall promptly, and before the following conditions are disturbed, notify the City, in writing, of any: (i) material Contractor believes may be hazardous waste as defined in Section 25117 of the Health & Safety Code required to be removed to a Class I, II, or III disposal site in accordance with existing law; (ii) subsurface, unknown or latent conditions, materially different from those indicated; or (iii) unknown physical conditions at the site of any unusual nature, different from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Agreement, and will materially affect the performance of the services hereunder.
(c) City shall promptly investigate the conditions, and if it finds that the conditions do materially differ, or do involve hazardous waste, and cause a decrease or increase in Contractor's cost of, or the time required for, performance of any part of the work, shall issue a change order per Section 1.10 of this Agreement.
(d) In the event that a dispute arises between City and Contractor whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor's cost of, or time required for, performance of any part of the work, Contractor shall not be excused from any scheduled completion date set, but shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights provided

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either by contract or by law, which pertain to the resolution of disputes and protests between the contracting parties.
(e) City will compensate Contractor to the extent required by Government Code Section 4215 by issuing a change order per Section 1.10 of this Agreement.

1.7 Protection and Care of Work and Materials.

The Contractor shall adopt reasonable methods, including providing and maintaining storage facilities, 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 caused by City’s own negligence. Stored materials shall be reasonably accessible for inspection. Contractor shall not, without City’s consent, assign, sell, mortgage, hypothecate, or remove equipment or materials which have been installed or delivered and which may be necessary for the completion of the work.

1.8 Warranty.

Contractor warrants all work under the Agreement (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the work or non-conformance of the work to the Agreement, commence and prosecute with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act as soon as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair, remove and replace any portions of the work (or work of other contractors) damaged by its defective work or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected work.

Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Agreement. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Agreement, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense.

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Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.

1.9 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.

1.10 Additional Work and Change Orders.
(a) 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 Work or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written change order is first given by the Contract Officer to the Contractor, incorporating therein any adjustment in (i) the Contract Sum, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Contractor (“Change Order”). All Change Orders must be signed by the Contractor and Contract Officer prior to commencing the extra work thereunder.
(b) Any increase in compensation of up to ten percent (10%) of the Contract Sum or $25,000, whichever is less; or any increase in the time to perform of up to one hundred eighty (180) days; and does not materially affect the Work and which are not detrimental to the Work or to the interest of the City, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. (c) Any adjustment in the Contract Sum for a Change Order must be in accordance with the rates set forth in the Schedule of Compensation in Exhibit “C”. If the rates in the Schedule of Compensation do not cover the type of work in the Change Order, the cost of such work shall not exceed an amount agreed upon in writing and signed by Contractor and Contract Officer. If the cost of the Change Order cannot be agreed upon, the City will pay for actual work of the Change Order completed, to the satisfaction of the City, as follows:
(i) Labor: the cost of labor shall be the actual cost for wages of workers and subcontractors performing the work for the Change Order at the time such work is done. The use of labor classifications that would increase the cost of such work shall not be permitted.
(ii) Materials and Equipment: the cost of materials and equipment shall be at cost to Contractor or lowest current price which such materials and equipment are reasonably available at the time the work is done, whichever is lower. (iii) If the cost of the extra work cannot be agreed upon, the Contractor must provide a daily report that includes invoices for labor, materials and equipment costs for the work under the Change Order. The daily report must include: list of names of workers, classifications, and hours worked; description and list of quantities of materials used; type of

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equipment, size, identification number, and hours of operation, including loading and transportation, if applicable; description of other City authorized services and expenditures in such detail as the City may require. Failure to submit a daily report by the close of the next working day may, at the City’s sole and absolute discretion, waive the Contractor’s rights for that day. (d) It is expressly understood by Contractor that the provisions of this Section 1.10 shall not apply to services specifically set forth in the Scope of Work. Contractor hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Work may be more costly or time consuming than Contractor anticipates and that Contractor shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contractors. (e) No claim for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.11 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 Contractor 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 Million Seven Hundred Ninety Four Thousand One Hundred Sixty Nine Dollars and Eighty Cents ($1,794,169.80) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.10.

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 the contract retention; (iii) payment for time and materials based upon the Contractor’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,

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and only if specified in the Schedule of Compensation. The Contract Sum shall include the attendance of Contractor 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 Contractor is required to attend additional meetings to facilitate such coordination, Contractor shall not be entitled to any additional compensation for attending said meetings.

2.4 Invoices.

Each month Contractor 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, Contractor 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. Sub-contractor charges shall also be detailed by such categories.

Contractor shall not invoice City for any duplicate services performed by more than one person.

City shall, as soon as practicable, independently review each invoice submitted by the Contractor 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 Contractor which are disputed by City, or as provided in Section 7.3, City will cause Contractor to be paid within thirty (30) days of receipt of Contractor’s correct and undisputed invoice; however, Contractor 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 that City does not cause Contractor to be paid within thirty (30) days of receipt of an undisputed and properly submitted invoice, Contractor shall be entitled to the payment of interest to the extent allowed under Public Contract Code Section 20104.50. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Contractor, not later than seven (7) days after receipt by the City, for correction and resubmission. Returned invoices shall be accompanied by a document setting forth in writing the reasons why the payment request was rejected. Review and payment by the City of any invoice provided by the Contractor shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

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

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.

Contractor 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

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the “Schedule of Performance” attached hereto as Exhibit “D” and incorporated herein by this reference. When requested by the Contractor, 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 Contractor, 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 Contractor 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 Contractor be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Contractor’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Inspection and Final Acceptance.

City may inspect and accept or reject any of Contractor’s work under this Agreement, either during performance or when completed. City shall reject or finally accept Contractor’s work within forty-five (45) days after submitted to City. City shall accept work by a timely written acceptance, otherwise work shall be deemed to have been rejected. City’s acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as to amount to fraud. Acceptance of any work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Articles 1 and 5, pertaining to warranty and indemnification and insurance, respectively.

3.5 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 November 12, 2025 from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit “D”).

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Contractor.

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

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Sean Castillo _ President
(Name) (Title)
Jerry Hannigan __________ Secretary
(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 Principals shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder.

All personnel of Contractor, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the Principals may not be replaced nor may their responsibilities be substantially reduced by Contractor without the express written approval of City. Additionally, Contractor shall make every reasonable effort to maintain the stability and continuity of Contractor’s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Contractor shall notify City of any changes in Contractor’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 Contractor.

Contractor 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. Contractor shall not at any time or in any manner represent that Contractor or any of Contractor’s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Contractor, nor any of Contractor’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. Contractor expressly waives any claim Contractor may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Rene Salas or such person as may be designated by the City Manager. It shall be the Contractor’s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor 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 Contractor.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge,

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supervision or control of Contractor’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Contractor 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. Contractor 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 Contractor in its business or otherwise or a joint venturer or a member of any joint enterprise with Contractor.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor 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. All subcontractors shall obtain, at its or Contractor’s expense, such licenses, permits, registrations and approvals (including from the City) as may be required by law for the performance of any services or work under this Agreement. 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 Contractor, 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 Contractor or any surety of Contractor of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE, INDEMNIFICATION AND BONDS

5.1 Insurance Coverages.

Without limiting Contractor’s indemnification of City, and prior to commencement of any services under this Agreement, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City.
(a) General liability insurance. Contractor 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. Contractor 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 Contractor 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. Contractor 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 Contractor 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. Contractor shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance (with limits of at least $1,000,000).
(e) Subcontractors. Contractor 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. Contractor 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. Contractor 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 Contractor, its agents, representatives, employees or subcontractors. (c) Primary/noncontributing. Coverage provided by Contractor 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 Contractor or City will withhold amounts sufficient to pay premium from Contractor 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 Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors.
(g) Enforcement of contract provisions (non-estoppel). Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder.
(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 Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(i) Notice of cancellation. Contractor 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 Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the insurer’s limits of liability. The policy(ies) shall not contain any cross-liability exclusions. (m) Pass through clause. Contractor 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 Contractor, provide the same minimum insurance coverage and endorsements required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with consultants, 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 Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City and Contractor may renegotiate Contractor’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. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
(q) Additional insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the work.

5.3 Indemnification.

To the full extent permitted by law, Contractor 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 Contractor, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Contractor is legally liable (“indemnitors”), or arising from Contractor’s or indemnitors’ reckless or willful misconduct, or arising from Contractor’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) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

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

5.4 Notification of Third-Party Claims.

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

5.5 Performance and Labor Bonds.

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

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

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

5.6 Sufficiency of Insurer or Surety.

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

5.7 Substitution of Securities.

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

5.8 Release of Securities.

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

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

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

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

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

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

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

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

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

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

7.3 Retention of Funds.

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

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7.4 Waiver.

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

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

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

7.5 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

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

7.7 Liquidated Damages.

Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impractical to determine in the event of a breach of this Agreement, the Contractor and its sureties shall be liable for and shall pay to the City the sum of $500 (Five Hundred Dollars) as liquidated damages for each calendar day of delay in the performance of any service required hereunder, as specified in the Schedule of Performance (Exhibit “D”). The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. Pursuant to Government Code Section 4215, Contractor shall not be assessed liquidated damages for delay in completion of the project when such delay was caused by the failure of the public agency or owner of the utility to provide for removal or relocation of utility facilities.

7.8 Termination Prior to Expiration of Term.

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

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

7.9 Termination for Default of Contractor.

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

7.10 Attorneys’ Fees.

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

7.11 Unfair Business Practices Claims.

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

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ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

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

8.4 Unauthorized Aliens.

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

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ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

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

Either party may change its address by notifying the other party of the change of address in writing.

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

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration; Amendment.

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

9.5 Severability.

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

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9.6 Warranty & Representation of Non-Collusion.

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

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

Contractor’s Authorized Initials _______

9.7 Corporate Authority.

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

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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
____________________________________
Rene Salas, City Manager
ATTEST:

Adrian Garcia, MMC, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Anthony R. Taylor, City Attorney
CONTRACTOR:

Toro Enterprises, Inc., a California
corporation
By:

Name: Sean Castillo
Title: President
By:

Name: Jerry Hannigan
Title: Secretary
Address: 2101 E Ventura Blvd.

Oxnard, CA 93036
Two corporate officer signatures required when Contractor is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONTRACTOR’S SIGNATURES

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

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

01257.0006/1031285.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA
COUNTY OF __________________
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

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

01257.0006/1031285.1

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA
COUNTY OF _________________
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

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

01257.0006/1031285.1 A-1
EXHIBIT “A”

SCOPE OF WORK
I. Contractor shall perform all of the work and comply with all of the specifications and requirements in the “General Provisions” and “Special Provisions” included in the bid documents for the project entitled Safe Routes to School Pedestrian Safety Project, ATP Cycle 5, ATPL-5352(023) in South El Monte, including any documents or exhibits referenced therein and attached hereto as Exhibit A-1.

II. Brief description of the work to be performed:

The work involves installation of pedestrian safety upgrades at signalized intersections and uncontrolled crosswalks including rectangular rapid flash beacons (“RRFBs”), pedestrian push buttons, countdown systems, overhead pedestrian signal systems, speed radar feedback signs, pedestrian ramps, signage, crosswalks and striping around schools and major destinations.

III. In addition to the requirements of Section 6.2, during performance of the work, Contractor will keep the City apprised of the status of performance by delivering the following status reports:

A. Project Baseline Schedule
B. Project Look ahead Schedule (3 weeks look ahead) Updates IV. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

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

01257.0006/1031285.1 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
The Agreement is amended as provided herein. Deleted text is indicated in strikethrough and added text in bold italics.

None.

01257.0006/1031285.1 C-1
EXHIBIT “C”

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

01257.0006/1031285.1 C-2

01257.0006/1031285.1 C-3

01257.0006/1031285.1 C-4

01257.0006/1031285.1 C-5
II. A retention of five percent (5%) shall be held from each payment as a contract retention to be paid as part of the final payment upon satisfactory completion of services.

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

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

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

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

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

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

V. The total compensation for the Services shall not exceed the amount provided in Section 2.1 of this Agreement.

01257.0006/1031285.1 D-1
EXHIBIT “D”

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

The Contractor shall complete all work within ninety (90) working days.

II. Contractor shall deliver the following tangible work products to the City by the following dates.

N/A.

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

01257.0006/1031285.1 D-1

PERFORMANCE BOND
WHEREAS, the CITY OF SOUTH EL MONTE, (“City”), has awarded to TORO ENTERPRISES, INC., as Contractor (“Principal”), a Contract for the work entitled and described as follows: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT, ATP CYCLE 5, ATPL-5352(023) ;
WHEREAS, the Contractor is required under the terms of said Contract to furnish a bond for the faithful performance of the Contract;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

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

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

Executed on 20___.

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

01257.0006/1031285.1 D-2
Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service
of
process in California, if different from above)
(telephone number of Surety's agent in California)
(Attach Acknowledgment)
SURETY
By
(Attorney-in-Fact)
APPROVED:
(Attorney for CITY)
NOTICE:

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

01257.0006/1031285.1

PAYMENT BOND
(Labor and Material Bond)
WHEREAS, the CITY OF SOUTH EL MONTE, (“City”), has awarded TORO ENTERPRISES, INC., as Contractor (“Principal”), a Contract for the work entitled and described as follows: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY PROJECT, ATP CYCLE 5, ATPL-5352(023);
WHEREAS, said Contractor is required to furnish a bond in conjunction with said Contract, to secure the payment of claims of laborers, mechanics, material men, and other persons as provided by law;
NOW, THEREFORE, we the undersigned Contractor and Surety, are held and firmly bound unto the City in the sum of ________________________________________ ($______________), this amount being not less than one hundred percent (100%) of the total Contract price, lawful money of the United States of America, for payment of which sum well and truly be made we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. In case suit is brought upon this bond, the Surety will pay a reasonable attorney’s fee to the City in an amount to be fixed by the court.

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

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

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

01257.0006/1031285.1
Executed on , 20____.

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

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

01257.0006/1031285.1

WORKERS COMPENSATION INSURANCE CERTIFICATE
Description of Contract: City of SOUTH EL MONTE
Project: SAFE ROUTES TO SCHOOL PEDESTRIAN SAFETY
PROJECT, ATP CYCLE 5, ATPL-5352(023)
Type of Insurance: Workers' Compensation and
Employers' Liability Insurance
THIS IS TO CERTIFY that the following policy has been issued by the below-stated company in conformance with the requirements of Article 5 of the Contract and is in force at this time, and is in a form approved by the Insurance Commissioner.

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

POLICY NUMBER EXPIRATION DATE LIMITS OF LIABILITY
Workers' Compensation:

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

01257.0006/1031285.1
Insurance Company Agent for Service
of Process in California:

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

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

NOTICE:

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

01257.0006/1031285.1

ADDITIONAL INSURED ENDORSEMENT

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

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

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

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

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

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

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

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard

01257.0006/1031285.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

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

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

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

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

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

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

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

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

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

01257.0006/1031285.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

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

01257.0006/1031285.1

ADDITIONAL INSURED ENDORSEMENT

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

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

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

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

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

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

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

7. Company hereby waives all rights of subrogation and contribution against the Additional Insureds, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to the perils insured against in relation to those activities described generally above with regard

01257.0006/1031285.1
to operations performed by or on behalf of the Named Insured regardless of any prior, concurrent, or subsequent active or passive negligence by the Additional Insureds.

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

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

City Manager
City of SOUTH EL MONTE
1415 Santa Anita Avenue
SOUTH EL MONTE, California 91733

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

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

THIS ENDORSEMENT ATTACHES FROM/TO LIABILITY

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

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

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

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

01257.0006/1031285.1
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

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

01257.0006/1031285.1

ADDITIONAL INSURED ENDORSEMENT

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

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

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

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

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

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

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

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

01257.0006/1031285.1

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

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

City Manager
City of SOUTH EL MONTE
1415 Santa Anita Avenue
SOUTH EL MONTE, California 91733

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

TYPE OF COVERAGES TO WHICH POLICY PERIOD LIMITS OF

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

11. Applicable underlying coverages:

INSURANCE COMPANY POLICY NO. AMOUNT

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

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

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

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

01257.0006/1031285.1
(signatures on following page)
I, (print name), hereby
declare under penalty of perjury under the laws of the State of California, that I have the authority to bind the Company to this endorsement and that by my execution hereof, I do so bind the Company.

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

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

DATE: November 12, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Jayson Perez , Recreation Supervisor
SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
24-238, AUTHORIZING THE PURCHASE OF THE
TRANSPORTATION VEHICLE FROM ("MODEL 1")
COMMERCIAL VEHICLES, INC.

SUMMARY: The Senior Services and Transportation Division ("Division") is committed to improving mobility for seniors and individuals with disabilities by offering safe and efficient transportation services. The Division seeks approval to purchase a new 2023 BraunAbility Van Chrysler ("Voyager") with funding allocated through the Prop ADispatch Implementation Plan account included in the City's approved Fiscal Year (FY) 2024-2025 Budget.

RECOMMENDED ACTION: Staff recommends City Council:

1. Approve Resolution No. 24-238, approving the purchase of the Voyager from Model 1; and

2. Authorize the City Manager to negotiate and execute all requisite documents for the purchase.

FISCAL/FINANCIAL IMPACT: The City will be utilizing Prop A funds to purchase this new 2023 Voyager. The total cost for the 2023 Voyager is $87,345.82. The amount has been budgeted in the Prop A Fund (44-800-8015-6010) for FY 2024-2025.

DISCUSSION: The Division operates a comprehensive Dial-A-Ride transportation program that provides curb-to-curb, demand-response transportation services for individuals 60 or older, as well as for legally disabled residents of any age. Passengers are transported to any destination within the City limits, and up to a 15-mile radius outside the City limits for medical appointments only. Other services include transportation of youth who participate in the City's sponsored after-school and seasonal camp programs.

On a limited basis, bus services are provided for youth and senior excursions, and for special events that are sponsored by the City.

With the goal of continuing to provide easy entering loading and unloading access, the Division has identified the Voyager to be compatible with the Division's needs. The Voyager is a 7-passenger van which includes a 2-passenger folding bench seat, allowing the option of including a wheelchair passenger. The van is centered lower on the ground, allowing easy access for the aging population, and individuals with disabilities. The Voyager has an "Easy to Use Ramp", allowing a low effort deployment of a in-floor ramp with 60% less force. This will enable efficient boarding for passengers with wheelchair disabilities. The van is ADA-Compliant, featuring fixed 2-inch-high edge guards, a park interlock system, and ramp and door entrance lighting for ease of use and durability.

The purchase of the Voyager will be using Prop A funds, which originated from a local half-cent sales tax dedicated to funding transportation projects and improvements in the amount of $87,345.82. Staff obtained three (3) bids to comply with the City's purchasing policy and municipal code. Quotes were obtained from Mobility Works, Model 1, an A-Z BusSales. Staff determined that Model 1 was the best qualified vendor pursuant to the City's purchasing policy.

The Voyager has been test driven by City staff who engaged South El Monte senior riders to ensure the van meets all their needs. See attachment C for photos.

ATTACHMENT(S):

A. Resolution No. 24-238
B. Model 1 Purchase Agreement
C. Senior Photos
D. Vendor Quotes

01257.0001/1030079.2

ATTACHMENT A
RESOLUTION NO. 24-238

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

AUTHORIZING THE PURCHASE OF A TRANSPORTATION
VEHICLE FROM MODEL 1 COMMUNICATION VEHICLES, INC.

WHEREAS, the City received an estimate for a potential vehicle purchase as detailed and identified in the staff report and related attachments. The vehicle is described as BraunAbility Chrysler Voyager; and
WHEREAS, Chapter 3.16 of the South El Monte Municipal Code and Purchase Manual govern the purchase of supplies, equipment, and services; and WHEREAS, pursuant to the City’s Purchasing Manual, City Staff may secure three (3) written quotes from vendors for the purchase of supplies, equipment, and services; and WHEREAS, City staff wants to continue to provide safe and reliable transportation for its community members, especially its senior citizens; and
WHEREAS, City staff secured three (3) quotes from Mobility Works, Model 1, and A-Z BusSales for a transportation vehicle; and
WHEREAS, City staff determined Model 1 was the best qualified vendor pursuant to the City’s Purchasing Policy; and
WHEREAS, the City will be utilizing Prop A funds for the purchase of a 2023 BraunAbility Chrysler Voyager in the amount of $87,345.82.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE HEREBY RESOLVES:

SECTION 1: The above recitals are true and correct.

SECTION 2: The City Council hereby approves of the purchase of the vehicle.

SECTION 3: The City Council authorizes the City Manager to negotiate and execute the agreement with Model 1 for the purchase of the 2023 BraunAbility Chrysler Voyager in the amount of $87,345.82.

01257.0001/1030079.2
PASSED, APPROVED AND ADOPTED this 12th day of November 2024. _________________________
Gloria Olmos, Mayor
ATTEST:
___________________________________
Adrian Garcia, MMC, City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, MMC, City Clerk of the City of South El Monte, hereby certifies that the foregoing Resolution being Resolution No. 24-238, was adopted by the City Council of the City of South El Monte at a regular meeting of said Council held on the 12th day of November 2024, and that said Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

____________________________
Adrian Garcia, MMC, City Clerk

Model 1 Commercial Vehicles, Inc. Phone: (909) 203-4800 14740 Ramona Ave Fax: (909) 465-5529
Chino, CA 91710 model1.com
Date: October 11, 2024 Unit #(s):

Customer Name:

Contact: Wendy Cayco Phone:

Address: 1415 Santa Anita Ave Fax:

City, State, Zip: South El Monte, CA 91733 E-Mail:

Customer ID: Salesperson:

Ship To Address:

Ship To Address Cont'd:

Ship To Phone: 626-975-4388 Ship To Email:

Finance Source: Contact:

Address: Phone:

City, State, Zip: County:

Description of Vehicle:

VIN #:

Engine Type: Gas FOB Terms:

Number of Passengers: 6 Wheelchair Positions:

Estimated Delivery Date: 30 Days if in Stock Payment Terms:

Unit Price $ 82,042.00
Delivery $ -
Possession State: CA Incentive (Non-Taxable) $ -
Rebates (Taxable) $ -
Doc Prep Fee (Taxable) $ 85.00
Base Selling Price $ 82,127.00
ADA Amount (Non Taxable) $ 31,619.00
Total Taxable Amount $ 50,508.00
Sales Tax* (Estimated) $ 5,177.07

10.250% CA - South El Monte $ -
$ -
$ -
DMV Fees* (Estimated) $ -
DMV Electronic Filing Fee $ 33.00
Tire Fee $ 8.75
Fees Sub-Total $ 41.75
Total Price Per Unit $ 87,345.82
Quantity 1
Contract Total $ 87,345.82
Customer Net Trade $ -
Customer Deposit $ -
HVIP $ -
Balance Due $ 87,345.82

BUYER'S ORDER CONTRACT
City of South El Monte
626-975-4388
Remit To: PO Box 713176, Chicago, IL 60677-0376
2 Net 30 Upon Accept
Attn: Wendy Cayco - City of South El Monte - 1415 Santa Anita Ave Notes:
* The tax and fees reflected on this agreement are based on the regulations applicable at the time of drafting this contract. The actual amounts due will be based on the regulations applicable at the time title for each vehicle transfer. [email protected]
[email protected]
South El Monte, CA 91733
Mike Farr
2023 Braun Voyager (InFloor)
Shipping
California State Tire Fee of $1.75 per tire applies to all new vehicle purchase or leases.

Sales tax estimate is calculated based on the location in which the customer registers the vehicle.

All rebates and incentives will be signed over to Model 1 Commercial Vehicles, Inc.

0.00 Version 3.4 3/28/2024 1 of 3

ATTACHMENT B

Terms and Conditions:

1. DEALER MAKES NO GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED. This Vehicle is sold by Dealer "AS-IS" with no Dealer guarantee or warranty, implied or express. Dealer does not affirm or adopt any manufacturer warranties available to this Vehicle or any of its components. DEALER HEREBY DISCLAIMS AND EXCLUDES FROM THIS SALE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS. CUSTOMER ACKNOWLEDGES THIS DISCLAIMER IS MADE IN CAPITALIZED, BOLD AND UNDERLINED FONT AND IS "CONSPICUOUS." Customer understands Dealer does not warrant the year of this Vehicle, the year of the chassis, or the year of any of its component parts, and that the manufacturer(s) of the Vehicle chassis or component is solely responsible for the year assigned to this Vehicle to the extent its year is referenced in the Agreement. If Customer is purchasing a "new" Vehicle as indicated above, Customer acknowledges that "new" means only that the Vehicle has not been previously titled although the Vehicle may have been used in a demo or a show; new does not create any warranty or expectation of value or performance. Customer understands and agrees that if either of Customer or Dealer should breach this Agreement or if Customer institutes any claim arising out of contract or the purchase of the Vehicle, the statute of limitation for any such claim is limited to one (1) year from the date of sale.

4. DELAYS. Customer will not hold Dealer liable for any delay caused by the vehicle or any component part manufacturer, accidents, strikes, fires, Acts of God, or any other cause beyond Dealer's control.

5. CUSTOMER’S INSPECTION AND ACCEPTANCE OF VEHICLE. Customer understands that damage may have occurred to the vehicle at the manufacturer(s)' factory, during transport to Dealer, or while in Dealer's possession, on Dealer's premises, or at a show or promotional event. Customer acknowledges that such damage to the vehicle, if any occurred, is typically corrected by the factory or repaired by the Dealer prior to delivery. Upon taking delivery of the vehicle, Customer acknowledges: (i) having received ample opportunity for, and actually inspecting the vehicle as fully as Customer desires and (ii) utilizing and relying solely upon Customer’s own judgment to inspect and determine that the vehicle is of adequate quality, merchantable, and otherwise fit for the purposes intended by Customer such that Customer accepts the vehicle in its condition as of the date Customer signs the front page of this Agreement. Customer further acknowledges that Customer did not make Dealer aware, and that Dealer was unaware, implicitly or expressly, of any particular purpose intended by Customer for the Vehicle.

Consequently, Customer has not relied upon Dealer's skill or judgment in the selection or delivery of the vehicle. Customer acknowledges that Dealer has not made any representation regarding the vehicle's condition, history, status, prior usage, quality of or regularity of care or servicing, nor the existence of prior damage and/or repair of damage except as required by law.

6. IF NOT A CASH TRANSACTION. IF YOU ARE FINANCING THIS VEHICLE, PLEASE READ THIS NOTICE: YOU ARE PROPOSING TO ENTER INTO A RETAIL INSTALLMENT SALES CONTRACT WITH THE DEALER. PART OF YOUR CONTRACT INVOLVES FINANCING THE PURCHASE OF YOUR VEHICLE. IF YOU ARE FINANCING THIS VEHICLE AND THE DEALER INTENDS TO TRANSFER YOUR

FINANCING TO A FINANCE PROVIDER SUCH AS A BANK, CREDIT UNION OR OTHER LENDER, YOUR VEHICLE PURCHASE DEPENDS ON THE FINANCE PROVIDER'S APPROVAL OF YOUR PROPOSED RETAIL INSTALLMENT SALES CONTRACT. IF YOUR RETAIL

INSTALLMENT SALES CONTRACT IS APPROVED WITHOUT A CHANGE THAT INCREASES THE COST OR RISK TO YOU OR THE DEALER, YOUR PURCHASE CANNOT BE CANCELLED. IF YOUR RETAIL INSTALLMENT SALES CONTRACT IS NOT APPROVED, THE DEALER WILL NOTIFY YOU VERBALLY OR IN WRITING. YOU CAN THEN DECIDE TO PAY FOR THE VEHICLE IN SOME OTHER WAY OR YOU OR THE DEALER CAN CANCEL YOUR PURCHASE. IF THE SALE IS CANCELLED, YOU NEED TO RETURN THE VEHICLE TO THE DEALER WITHIN 24 HOURS OF VERBAL OR WRITTEN NOTICE IN THE SAME CONDITION IT WAS GIVEN TO YOU, EXCEPT FOR NORMAL WEAR AND TEAR. ANY DOWN PAYMENT OR TRADE-IN YOU GAVE THE DEALER WILL BE RETURNED TO YOU. IF YOU DO NOT RETURN THE VEHICLE WITHIN 24 HOURS OF VERBAL OR WRITTEN NOTICE OF CANCELLATION, THE DEALER MAY LOCATE

THE VEHICLE AND TAKE IT BACK WITHOUT FURTHER NOTICE TO YOU AS LONG AS THE DEALER FOLLOWS THE LAW AND DOES NOT CAUSE A BREACH OF THE PEACE WHEN TAKING THE VEHICLE BACK.

7. TITLE; ODOMETER STATEMENT. Title to the Vehicle will remain with Dealer until the agreed upon purchase price is paid in full in cash or Customer has signed a retail installment contract and it has been accepted by a bank or finance company, at which time title shall pass to Customer even though the actual delivery of the Vehicle may be made at a later date. Customer agrees that no statement has been made as to the number of miles on any new, used, or demo vehicles, except as set forth in the odometer mileage statement as provided by the Federal Odometer Law and on the face of this Agreement as required under state law which does not constitute a warranty, express or implied, or a contractual term of this Agreement as required under state law which does not constitute a warranty, express or implied, or a contractual team of this Agreement. Customer acknowledges receipt of such Federal Odometer Statement.

8. TRADE-IN. If Customer is trading in a vehicle, Customer will give Dealer the original bill of sale or the title to the trade-in. Customer promises that any trade-in which Customer gives in this purchase transaction is owned by Customer free of any lien or other claim except as noted on the other side of this Agreement. Customer promises that all taxes of every kind levied against the trade-in have been fully paid. If any government agency makes a levy or claims a tax lien or demand against the trade-in, Dealer may, at Dealer's option, either pay it and Customer will reimburse Dealer on demand, or Dealer may add that amount to this Agreement as if it had been originally included. Any trade-in delivered by Customer to Dealer in connection with this Agreement shall be accompanied by documents sufficient to enable the Dealer to obtain a title to the trade-in in accordance with applicable state law. Customer warrants that the trade-in is or will be properly titled to Customer and/or Customer has the right to sell or otherwise convey the trade-in and the trade-in has never been a salvaged, reconditioned or rebuilt, flooded or a lemon buyback, and the trade-in is free and clear of all liens or encumbrances except as may be noted on the front of this Agreement.

3. DEALER NOT AGENT OF MANUFACTURER. Dealer is not the agent of the manufacturer. Dealer is not responsible for changes by the manufacturer in the price, available rebate, design or accessories of specially ordered vehicles. If Dealer's price increases on a specially ordered vehicle, or if a rebate to be received by Dealer is reduced or eliminated, the Customer’s price will be increased by a like amount. If Customer is dissatisfied with the increase, Customer may cancel this order and Customer’s deposit and trade-in or the actual cash value of the trade-in, if sold, minus any loan, will be refunded. Customer understands that manufacturer may, from time to time, change the model, design, or other elements, including the parts and accessories, in the vehicle and at any time a manufacturer makes such changes, neither Dealer nor manufacturer are obligated to make the same changes to Customer’s vehicle, even if such changes are made prior to delivery of the vehicle.

2. DEPOSIT. If indicated above, Customer Deposit is due at the time of signing this order contract. The balance due indicated above is due before vehicle(s) will be released to the Customer. If the vehicle(s) is not accepted by the Customer, the vehicle will be available for sale to other customers. The vehicle(s) will not be titled to the Customer until the contract total indicated above plus any interest charges indicated herein are paid in full. There is no "cooling off" or other cancellation period for vehicle sales. Therefore, you cannot later cancel this contract without the agreement of the Dealership, or for legal cause.

Version 3.4 3/28/2024 2 of 3

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

15. WAIVER OF JURY TRIAL; CLASS ACTIONS. Customer agrees that any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof will be decided by a judge, rather than a jury. Customer further agrees in connection with this purchase to waive Customer's right to participate as a class member in any class action lawsuit that might be brought against Dealer.

16. SEVERABILITY. Customer and Dealer agree that each portion of this Agreement is such that if any term, provision or paragraph is found to be invalid, voidable, or unenforceable for any reason, such provision or paragraph may be severed and all other portions of this Agreement shall remain valid and enforceable.

13. TAXES, INSURANCE. Customer shall be liable for all sales, use, or other taxes of a similar nature applicable to the transaction unless such payment is otherwise prohibited by law. Customer assumes responsibility to cover the Vehicle described on the front of this Agreement with necessary and proper insurance coverage and assumes all legal liability arising from the operation of the Vehicle from the time of delivery.

Customer understands that Customer is not covered by insurance on the Vehicle until Customer's insurance company accepts coverage on the Vehicle. Customer agrees to hold Dealer harmless from any and all claims due to loss or damage prior to Customer's insurance company accepting coverage on the Vehicle.

14. CHOICE OF LAW AND VENUE, FEES. Any controversy, dispute or claim arising out of or relating to this Agreement or breach thereof shall be interpreted under the laws of the state in which Dealer is located and venue will be in the state and county in which Dealer is located or the applicable federal court. If Dealer brings a legal action to enforce or interpret this Agreement and prevails, Customer shall pay Dealer's reasonable attorneys' fees and costs incurred in such action. If Customer brings an action based on this Agreement and does not prevail, Customer shall pay Dealer's reasonable attorneys' fees and costs incurred in the defense of such action or any part thereof.

10. FAILURE TO COMPLETE PURCHASE. Customer agrees to pay the balance owed on the terms and accept delivery of the Vehicle within forty-eight (48) hours after being notified that the Vehicle is ready for delivery. Failure to timely accept delivery by Customer shall give Dealer the right to dispose of any trade-in, trading any cash consideration received as a deposit and retaining the same, and at Dealer's option, the right to retain any deposit and pursue any other remedy available under the law to adequately compensate Dealer's incidental and consequential damages and all other damages, costs, expenses, or losses incurred by Dealer because Customer failed to complete this purchase. If Dealer paid any negative equity balance on the trade-in, Customer shall pay to Dealer the amount paid on Customer's behalf. If Dealer brings an action or involves an attorney to enforce the terms of this section, Customer agrees to pay Dealer's reasonable attorneys' fees, court costs, and other expenses incurred in pursuing such action.

11. EXCLUSION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES. Incidental and consequential damages arising out of the sale, use, servicing and/or quality of this Vehicle, including, but not limited to, any loss of use, loss of time, inconvenience, aggravation, loss of wages/earnings/income, fuel/transportation expenses, hotel/motel costs, insurance, storage, rental or replacement, altered or cancelled trips/vacations, the cost of any food/meals and any other incidental and consequential damages are specifically excluded and Dealer specifically disclaims liability for any such incidental and/or consequential damages. Customer acknowledges that Customer shall not seek or recover such incidental or consequential damages from Dealer. Customer acknowledges this disclaimer of incidental and consequential damages is independent of and shall survive any failure of the essential purpose of any warranty or remedy.

12. NON-DEALER WARRANTY(S) (IF APPLICABLE). Customer understands and agrees that manufacturer(s)’ written warranties, if any are applicable to this Vehicle, were fully and conspicuously disclosed in writing by Dealer, by Dealer disclosing and providing any such written instruments to Customer prior to Customer signing the front side of this Agreement and Customer acknowledges having physically received such written instruments. Customer acknowledges that Dealer is not an agent of the manufacturer and that Dealer has not represented or misrepresented the terms of any applicable manufacturer(s)’ written warranties because either (i) Customer has read to Customer's satisfaction the actual terms of any such written instruments, which expressly state the coverage, application period, conditions, and exclusions or (ii) Customer has voluntarily chosen not to read such warranties.

9. REAPPRAISAL OF TRADE-IN. If Customer’s initial trade-in value is determined by anything other than a physical appraisal by Dealer, Dealer may later reappraise and amend the value of the trade-in allowance at such time Dealer has the opportunity to perform a physical appraisal of the trade-in. This physical appraisal will then determine the actual trade-in allowance provided on the front side of this Agreement.

Authorized Customer's Representative Model 1 Commercial Vehicles, Inc.

17. ENTIRE AGREEMENT/NO RELIANCE. The written terms on the front and reverse side of this Contract comprise the entire agreement between Customer and Dealer, and Customer has read and understands the front and reverse side of this Agreement. No verbal, unwritten, electronic or other communication of any nature not contained in this Agreement was relied upon by Customer, became part of the basis of Customer's bargain, or is enforceable by Customer against Dealer even if alleged or determined to constitute fraud, fraudulent inducement, or fraudulent misrepresentation and no such verbal, unwritten, electronic, or other communication shall invalidate this Agreement or any written provision herein, or serve as grounds for Customer's rejection, rescission, or revocation of acceptance of this Agreement or this Vehicle, such that Customer cannot seek or obtain any statutory, legal, equitable or other relief against Dealer as a result thereof. Customer acknowledges and agrees that all discussions, negotiations, advertisements, representations, and affirmations of fact in any format, whether verbal, written, electronic or otherwise, which are not written in this Agreement, were not relied upon by Customer, are not included in this Agreement, and are not enforceable against Dealer.

Version 3.4 3/28/2024 3 of 3

Contact Us 888.633.8380
BraunAbility Chrysler Voyager – Side Entry

Contact Us 888.633.8380
Specifications
Chassis
General
Specifications
Exterior
Interior
Lighting
Electrical
Wheelchair
Accessibility
Accessories
Passenger
Seating Options
Seating
• Chrysler Voyager
• Engine: 3.6L V-6
• GVW: 6,055lbs
• Fuel Type: Gas
• Fuel Tank: 19 gallons OEM
• Door Opening Usable Width (Slide Door): 31”
• Door Opening Usable Height (Slide Door): 56”
• Interior Height at Center of Van: 60”
• Interior Height at Driver and Passenger Position: 60” • Ramp Length: 52”
• Ramp Width (Usable clear opening): 30”
• Ramp Angle (Unloaded): 13.75°
• Ramp weight capacity: 1,000 lbs
• Interior Floor Length (Behind Front Seats): 71”
• Overall Interior Floor Length (Flat Area): 98.5”
• Interior Width at Passenger Doors (Doors Closed): 64” • Interior Width - Ramp (Deployed) to Optional 2-Passenger Seat (Stowed): 49” • Ground clearance (loaded) @ = GVWR lbs** : 5”
• Overall Vehicle Height (Unloaded): 81”
• Exterior Color: White
• OEM Inflatable Spare Tire
• Stylized lower body panels with Integrated steps
• Power passenger side sliding door
• Power liftgate
• 60” floor-to-ceiling at center of van
• Front passenger floor tracks for wheelchair securement • Flooring: Vinyl flooring with 3/8” marine grade
• Lowered floor from toepan to rear axle
• Automatic fold up/down sideplates
• ADA-compliant ramp and door entrance lighting
• Auxillary wiring harness include fused circuits
• Manual swing ramp
• ADA-compliant park interlock
• ADA-compliant ramp and door entrance lighting
• Priority seat decal
• Wheelchair securement location decals
• 5 Passenger, 1 Wheelchair or 6 ambulatory passengers
• 3 Passenger, 2 Wheelchair
• Passenger Seating
− 2 OEM driver and co-pilot seats
− 1 Freedman Foldaway Seat
− 3-passenger bench seat at rear

Commercial Infloor Simple Stow™
As the foremost name in mobility, we proudly present the new BraunAbility Commercial Infloor Simple Stow™. Rooted in our unwavering commitment to trust and reliability, this vehicle is more than transportation, it’s an emblem of inclusivity. Boasting a redesigned infloor ramp assembly with extended handle for user-friendly operation, our ADA-Compliant Vehicle promises ease in mobility. The Commercial Infloor Simple Stow sets the gold standard for accessible travel from the brand that’s earned the resounding endorsement of mobility technicians at an impressive 15:1* ratio. Safety is paramount, evident in crash tests exceeding Federal Motor Vehicle Safety Standards (FMVSS) and backed by a three-year limited warranty. Your journey to reliable and trustworthy mobility starts here.
braunability.com/commercial 800.488.0359
* Based on a 2022 Dealer Service Technician Survey
• Easy to Use Ramp: Low effort deployment of infloor ramp with 60% less force • User-Friendly Operation: An extended handle for convenient operation designed to reduce the need to bend down for most users
• Durability Tested: Enduring over 30,000 stow and deploy cycles at 150% of the recommended maximum operating speed, providing peace of mind for rigorous commercial use • ADA-Compliant design with fixed 2-inch-high edge guards for simplicity and durability • Versatility: Optional 2nd Row Freedman 2-passenger seat, catering to diverse transportation needs.
• Option for BuyAmerica compliant conversion is available

Dimensions
Door Opening Usable Width A 31.5”
Door Opening Usable Height (at middle of door - at airbag) B 56.75” - 56” Interior Height at Center of Van C 60”
Interior Height at Driver and Passenger Position D 60”
Ramp Length* E 63.5”
Ramp Width (Usable Clear Opening) F 30”
Ramp Angle** G 11˚
Interior Floor Length (Behind Front Seat Strikers) H 66” Overall Interior Floor Length (Flat Area) I 98.5”
Interior Width at Passenger Doors (Doors Closed) J 64”
Interior Width - Ramp (Deployed) to Optional 2-Passenger Seat (Stowed) K 49” Ground clearance at Lowest Point (Curb Weight) L 5.6”
Overall Vehicle Height (Unloaded) M 80”
All dimensions are for reference only
Standard Features
• ADA, FMVSS and CMVSS Compliant
• CARB approved
• 7-passenger vehicle (with optional aftermarket 2nd row 2-passenger folding bench seat)
• Lowered floor from toepan to rear axle
• 60” floor-to-ceiling at center of van
• 30” wide manual infloor Simple Stow™ ramp - 1,000 lb capacity • Multiple wheelchair securement locations
• One wheelchair securement system - Q’STRAINT M-Series • OEM driver and passenger side power sliding door providing 56“ vertical opening (ADA compliant), passenger door provides clear opening width of 31” (excluding OEM grab handle)
• Step-and-Roll removable front passenger seat
• 3-passenger bench seat at rear with folding footrest
• Front passenger floor tracks for wheelchair securement, with 60” floor-to-ceiling height
• TPO plastic lower body panels with integrated steps
• Vinyl flooring with 3/8” thermoplastic honeycomb panel subfloor • ADA-compliant park interlock
• ADA-compliant ramp and door entrance lighting
• Priority seating and wheelchair securement location decals • Auxiliary wiring harnesses include fused circuits
• Emergency rear hatch release
• Easy maintenance interior trim package
• 19 gallon OEM fuel tank
Optional Features
• Aftermarket 2nd row 2-passenger folding bench seat
• DOT kit
• Additional set of tie-downs
Due to manufacturing tolerances both with the OEM vehicle and the conversion components, all dimensions may vary slightly from those shown. * End of ramp to flat floor (including transition flap). ** Ramp angle may vary based on chassis trim level and other environmental factors.

B C
D
A
L
M
F
E
I
H
K J
D
G Ramp Capacity 1,000 lbs.

Commercial Infloor Simple Stow™
B C
D
A
L
M
F
E
I
H
K J
D
G Ramp Capacity 1,000 lbs.
braunability.com/commercial 800.488.0359

(Provide complete warranty information and parchment with proposal) Warranty Miles Years
Body Structure 36,000 3
Chassis 36,000 3
Engine 60,000 5
Transmission 60,000 5
Air conditioner 36,000 3
Lift/Ramp Unlimited 5
EV Battery N/A N/A
EV Conversion/Installation N/A N/A
CNG Warranty N/A N/A
(Install and tanks)

SUMMARY OF STANDARD WARRANTIES

ATTACHMENT C

SENIOR PHOTOS
Senior residents enjoying a test ride in the potential new Chrysler Voyager.

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

DATE: November 12, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Ariana De La Cruz, Director of Community Services SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
24-239, APPROVING A FACILITY USE AGREEMENT BY AND

BETWEEN THE CITY OF SOUTH EL MONTE AND

CALIFORNIA STATE UNIVERSITY, NORTHRIDGE
SUMMARY: The proposed Facility Use Agreement ("Agreement") by and between the City of South El Monte ("City") and California State University, Northridge ("CSUN") will allow CSUN to rent the City Hall Council Chambers ("Chambers") as an off-site campus that offers customized masters and graduate programs on select Fridays effective August 29, 2025 to August 17, 2026, from 9:00 a.m. to 1:00 p.m.

RECOMMENDED ACTION: Staff recommends City Council:

1. Approve Resolution No. 24-239, approving the Agreement; and

2. Authorize the City Manager or his designee to execute the Agreement FISCAL/FINANCIAL IMPACT: Entering into the Facility Use Agreement will result in the City charging CSUN a rental rate of $25.00 per hour for the use of the Chambers. The City will bill and invoice CSUN monthly and payment will be processed within thirty (30) days from the dates utilized.

DISCUSSION: California State University, Northridge ("CSUN") is an accredited institution located in Northridge, California that provides higher educational courses and degrees in multiple subjects. CSUN's Tseng College specializes in masters and graduate courses in Public Administration, Public Sector Management, and other education degree programs. In recent years, CSUN has branched out to neighboring cities, hosting off-site campuses with the efforts of providing college-accredited courses in locally endorsed areas. At the November 9, 2022, City Council Meeting, the City Council approved a Facility Use Agreement by and between the City and CSUN to rent the City Hall Council Chambers to CSUN every Friday effective January 27, 2023, to December 31, 2024.

With the current agreement soon to expire and a successful experience, CSUN wishes

to enter another facility use agreement, allowing the use of the Chambers on selected Fridays effective August 29, 2025 to August 17, 2026, from 9:00 a.m. to 1:00 p.m. CSUN has provided a proposed course schedule detailing the courses, dates, and times that can be referenced as Exhibit A in the Agreement.

ATTACHMENT(S):

A. Resolution No. 24-239
B. Facility Use Agreement

01257.0001/1030979.1

ATTACHMENT A
RESOLUTION NO. 24-239

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

APPROVING A FACILITY USE AGREEMENT BY AND BETWEEN THE

CITY OF SOUTH EL MONTE AND CALIFORINA STATE UNIVERSITY

NORTHRIDGE
THE SOUTH EL MONTE CITY COUNCIL HEREBY RESOLVES AS FOLLOWS:

Section 1. The City Council hereby authorizes the City Manager or his designee to execute the proposed Facility Use Agreement with California State University Northridge (“CSUN”) providing the City Council Chambers as an educational teaching space to members of CSUN’s MPA and PSM programs in form with the November 12, 2024 staff report accompanying this Resolution; and which is subject to approval by the City Attorney’s Office.

Section 2. The City Council hereby authorizes the City of South El Monte to provide the City Council Chambers as an educational teaching space every Friday, effective August 29, 2025 to August 17, 2026 from 9:00 a.m. to 1:00 p.m.

Section 3. The City Council hereby authorizes the City of South El Monte to receive monthly payments in the agreed upon rate of twenty five dollars ($25.00) per hour for CSUN’s reservation and use of City Council Chambers.

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

PASSED, APPROVED AND ADOPTED this 12th day of November 2024. _________________________
Gloria Olmos, Mayor
ATTEST:
___________________________________
Adrian Garcia, MMC, City Clerk

01257.0001/1030979.1

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, MMC, City Clerk of the City of South El Monte, hereby certifies that the foregoing Resolution being Resolution No. 24-239, was adopted by the City Council of the City of South El Monte at a regular meeting of said Council held on the 12th day of November 2024, and that said Resolution was adopted by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

____________________________
Adrian Garcia, MMC, City Clerk

ATTACHMENT B

FACILITY USE AGREEMENT

BY AND BETWEEN

THE CITY OF SOUTH EL MONTE AND

CALIFORNIA STATE UNIVERSITY, NORTHRIDGE
This Facility Use Agreement (Agreement) is entered into this day of November 12, 2024, by and between the City of South El Monte (“City”), a municipal corporation, and the Trustees of the California State University on behalf of California State University, Northridge, Tseng College (“CSUN”), an accredited institution of higher learning. The City and CSUN are sometimes hereinafter referred to collectively as the "Parties" and each individually as a "Party." This Agreement contains the entire agreement between the Parties with respect to the subject-matter of this contract.

RECITALS
A. WHEREAS, CSUN, located at 18111 Nordhoff Street, Northridge, California, 91330, is an accredited public university that provides a Master of Public Administration degree (MPA), a Public Sector Management (PSM) bachelor’s degree, and other educational degree programs; and
B. WHEREAS, the Parties desire to offer customized MPA and PSM programs for County employees and other eligible students (collectively "Program") and make classes for the Program available at City Hall in the City of South El Monte, located at 1415 Santa Anita Avenue, South El Monte, CA 91733 ("Facility"); and C. WHEREAS, the City desires to accommodate CSUN’s desire to use the City’s Council Chamber meeting room (“Space”) every Friday beginning August 29, 2025 to August 17, 2026 from 9:00 am to 1:00 pm to run the Program; D. WHEREAS, the City shall oversee the implementation, operations and enforcement of this Agreement on behalf of the City and for the benefit of the County of Los Angeles (“County”); and
E. WHEREAS, this Agreement includes Exhibit A (Program Schedule) and Exhibit B (CSU Policy on COVID-19 Vaccinations), which are attached hereto and incorporated herein by this reference.

NOW THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties do hereby mutually agree as follows:

1.0 TERM OF AGREEMENT

1.1 The term of this Agreement will be effective upon the execution by the Parties ("Effective Date") and will expire on August 17, 2026, unless otherwise terminated or extended as provided herein. In no event will this Agreement be extended beyond August 17, 2026.

The term of this Agreement may be adjusted, as necessary, to accommodate any delay in the commencement of the Program, and additional educational degree programs may be added by mutual written agreement of the Parties in the form of a written Amendment to this Agreement, executed by authorized representatives of the City and CSUN.

1.2 Use of Space by CSUN is limited to one (1) day per week, seven hours per day.

1.3 Rental of Space shall be paid by CSUN on a weekly basis commencing on August 29, 2025. Rent will be Twenty-Five Dollars ($25.00) per hour.

Payment for the first eight (8) weeks, in the amount of Two-Hundred Dollars ($200.00), will be payable to the City within thirty (30) days of the Effective Date of this Agreement. Thereafter, rent shall be payable monthly to the City, due within thirty (30) days of invoice. Rent payments shall be made payable to the City of South El Monte, 1415 Santa Anita Avenue, South El Monte, CA 91733.

1.4 This Agreement may be terminated by either Party, during the term of this Agreement, upon thirty (30) days advance written notice, unless all Parties mutually agree to a lesser period in writing. Notwithstanding the foregoing, the City may suspend or terminate this Agreement, either in whole or in part, in the event the City requires the Space or as a result of any emergency, at the sole determination of the City. In addition, CSUN shall not admit students into the Program after any Party executes a notification of termination. In the event of termination, Parties shall endeavor to find a reasonable alternate location for Program to avoid causing any prolonged interruptions in the students' pursuit of desired degrees. No written termination notice is required for this Agreement to expire at the end date of the Agreement term as provided in paragraph 1.1 above.

1.5 CSUN shall vacate the Space and deliver the Space to the City in reasonably good condition at the end of each class session and at expiration or termination of the Agreement as herein provided.

2.0 CITY OF SOUTH EL MONTE RESPONSIBILITIES

2.1 For the period set forth in Section 1 above and subject to the term of this Agreement, the City will provide CSUN with the use of Space at the Facility, on the days and times set forth in Exhibit A of this Agreement, to conduct the Program. In the event that the Space is not available on a scheduled class date, the City will provide suitable substitute classroom space.

2.2 The City will provide CSUN faculty with limited access to the Facility and the designated Space provided for the Program described in Exhibit A.

2.3 The adequacy of Space will be determined by the City.

2.4 The City will be responsible for normal maintenance, utilities, and custodial services to keep the Space in good condition.

2.5 The City will provide standard conference room furnishings and audio-visual equipment from the City’s existing, available resources. Should CSUN provide its own specialized equipment not available through the City for performance under this Agreement, CSUN shall be solely responsible for the removal of such equipment from the classroom by the end of each class session. The City will allow County employees, other eligible students, and faculty, during the period of performance under this Agreement, reasonable access to Space, restrooms, break area, and other services and premises specifically required for the implementation of the Program.

2.6 The City disclaims and shall not have any obligation to provide security services for the Space and/or the Facility, including both the interior and exterior of the Facility.

2.7 Notwithstanding any other provision of this Agreement, the failure of CSUN or its officers, agents, or employees to comply with the terms of this Agreement or any written directions by or on behalf of the City issued pursuant hereto shall constitute a material breach and this Agreement may be terminated, immediately. The City’s failure to exercise this right of termination shall not constitute waiver of such right, which may be exercised at any subsequent time.

3.0 CSUN RESPONSIBILITIES

3.1 PURPOSE AND SCOPE OF UTILIZATION

3.1.1 CSUN will conduct its accredited Program at the City of South El Monte located at 1415 Santa Anita Avenue, South El Monte, CA 91733. Classes will be located in conference rooms or any other adequate space designated by Public Works.

3.1.2 Classes will be scheduled in accordance with Exhibit A of this Agreement.

3.1.3 CSUN may utilize the Space as designated in this Agreement only for the sole purpose of conducting the Program. It is expressly understood that this Agreement does not constitute the conveyance by the City to CSUN of any estate or interest in real property.

3.1.4 CSUN certifies and agrees that all persons employed by CSUN and/or by the affiliates, subsidiaries, or holding companies thereof are and shall be treated equally without regard to or because of race, ancestry, national origin, or sex, and in compliance with all Federal

and State laws prohibiting discrimination in employment, including, but not limited to, the Federal Civil Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; the State Fair Employment Practices Act; and the Americans with Disabilities Act.

3.1.5 CSUN understands, acknowledges, and agrees that it has inspected the Facility and Space, including but not limited to the lobby, corridors leading to the Space, and the restrooms serving the Space. CSUN accepts the Facility and the Space in their current "as-is" condition, and further understands, acknowledges, and agrees that Public Works makes no representation, warranty, or guaranty as to the habitability or suitability of the Space or that such Space is acceptable or suitable for CSUN's intended use.

3.2 SPACE USE CONDITIONS
CSUN shall:

3.2.1 Conduct classes in the Space at the scheduled dates and times set forth in Exhibit A of this Agreement.

3.2.2 Conduct the permitted activities in a professional manner and operate without interfering with the City conducting its business or use of its premises. The City has the right to request CSUN to remove any agent, servant, or employee who fails to conduct himself or herself in the manner described herein.

3.2.3 To the extent possible, keep the Space provided in a clean and orderly manner, and at the conclusion of each class session, return the furniture to its original configuration.

3.2.4 Assume the risk of loss, damage, or destruction due to theft, fire, and casualty of any and all personal property belonging to CSUN that is located within the Facility.

3.2.5 Repair any and all damage beyond normal wear and tear to real or personal property belonging to the City when damage arises out of the conduct of CSUN's activities at the Facility.

3.2.6 Make no alterations or improvements to the Space provided for the conduct of the Program.

3.2.7 Permit the City authorized representatives to enter the Space provided at any time for the purpose of determining whether CSUN activities are being conducted in compliance with the terms of this Agreement.

3.2.8 Prohibit all advertising signs or matter from display, other than signs displaying the name of CSUN.

3.2.9 To provide advance notice to the City’s contact identified in paragraph 8 (Notices) of this Agreement via telephone or e-mail when a CSUN faculty member will not be present. Whenever possible, notification should be made no later than 5 p.m. on the night of class. The emergency contact after 6 p.m. is the on-site security personnel.

4.0 INDEPENDENT CONTRACTORS

4.1 This Agreement by and between the City and CSUN is for use of space only and is not intended and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association as between the City and CSUN.

4.2 CSUN understands and agrees that all CSUN instructors and staff arranged by CSUN to furnish services pursuant to this Agreement at the Facility are, for purposes of Workers’ Compensation liability, employees solely of CSUN and not of the County or City. CSUN shall bear the sole responsibility and liability for furnishing Workers’ Compensation benefits to any CSUN agent or employee for injuries arising from or connected with services performed on behalf of CSUN pursuant to the Agreement. Any injury to CSUN agents or employees while at City Hall shall be reported to the designated representative of the City. The City is not responsible for providing compensation to CSUN instructors or staff for providing Program instruction.

5.0 INDEMNIFICATION AND INSURANCE

5.1 INDEMNIFICATION
CSUN shall indemnify, defend, and hold harmless the City, and its officers, employees, and agents from and against any and all causes of action, claims, liabilities, obligations, judgements, losses, costs, expenses, or damages, including liability for injuries or illnesses to any person or persons or damage to property arising at any time during and/or arising out of or in any way connected with CSUN’s use or occupancy of the Facility and adjoining property, unless solely caused by the gross negligence or willful misconduct of the City, its officers, employees, or agents. In the event City indemnitees are made a party to any action, lawsuit, or other adversarial processing arising from CSUN’s use or occupancy of the Facility and adjoining property, Renter shall provide a defense to the City indemnitees, or at the City’s option, reimburse City indemnities their costs of defense, including reasonable legal fees, incurred in defense of such claims.

5.2 INSURANCE REQUIREMENTS (CSUN):

Without limiting CSUN’s indemnification of the City and during the term of this Agreement, it is understood and agreed that CSUN maintains selfinsurance programs to fund its respective liabilities. Such insurance shall be primary to and not contributing with any other insurance or self-insurance programs maintained by City. CSUN shall ensure the following specific insurance coverage is included. To the fullest extent permitted by law, CSUN hereby waives its and its insurer(s) rights of recovery against the City under all required insurance policies for any loss arising from or related to this Agreement. CSUN shall require its insurers to execute any waivers of subrogation endorsements which may be necessary to affect such a waiver.

5.2.1 General liability insurance (written on ISO policy form CG 0001 or its equivalent), and endorsed to name the City as an additional insured, with limits of not less than the following:

General Aggregate: $2,000,000
Products/Completed Operations Aggregate: $1,000,000
Personal and Advertising Injury: $1,000,000
Each occurrence: $1,000,000

5.2.2 Workers Compensation and Employers’ Liability CSUN shall maintain workers’ compensation insurance (statutory limits) and employer’s liability insurance (with limits of at least $1,000,000).

CSUN shall submit to City, along with the certificate of insurance, a waiver of subrogation endorsement in favor of the City, its officers, agents, employees, and volunteers.

5.2.3 Automobile Liability CSUN 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 CSUN arising out of or in connection with the facility use, including coverage for any owned, hired non-owned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.

Additional insured status. General liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that Agency and its officers, officials, employees, agents, and volunteers shall be additional insureds under such policies.

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 CSUN maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by CSUN. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

5.2.4 CSUN shall provide evidence of its insurance programs to the City upon execution of this Agreement and also at any other time upon request. Certificates and copies of any required endorsements shall be sent to:

Rene Salas
City of South El Monte
1415 Santa Anita Avenue,
South El Monte, CA 91733
Phone: (626) 579-6540
E-mail: [email protected]

5.2.5 CSUN shall report to the City any accident or incident relating to activities performed under this Agreement, which involves injury or property damage which might reasonably be thought to result in the filing of a claim or lawsuit against CSUN or the City. Such report shall be made in writing within seventy-two (72) hours of CSUN’s knowledge of such occurrence.

5.2.6 In the event CSUN fails to comply with any of the indemnification or insurance requirements of this Agreement, and such failure to comply results in any cost to the City, CSUN shall pay full compensation for all reasonable cost incurred by the City.

5.3 INSURANCE REQUIREMENTS:

It is understood and agreed the City maintains self-insurance programs to fund its respective liabilities. The City shall provide evidence of such insurance programs at CSUN’s request.

6.0 ADDITIONAL TERMS AND CONDITIONS

6.1 This Agreement contains all the terms and conditions agreed upon by the Parties thereto. No addition to or alteration of the terms of this Agreement, whether by written or verbal understanding of the Parties, their officers, agents, or employees shall be valid unless made in the form of a written amendment to this Agreement and formally approved and executed by the Parties.

6.2 CSUN shall comply with any and all rules and regulations, applicable Federal, State, and local laws, rules, regulations, ordinances, and directives, and all provisions required thereby to be included in this Agreement are incorporated herein by reference.

6.3 CSUN acknowledges that the rights conferred herein are personal to CSUN and do not operate to confer on or vest in CSUN title, interest, or estate in the Space or any part thereof, and therefore CSUN shall not assign, hypothecate, or mortgage the Space or any portion thereof, by, through, or pursuant to this Agreement.

6.4 This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. CSUN agrees to the exclusive jurisdiction of the courts of the State of California for all purposes regarding this Agreement and further agrees that venue, if any action is brought hereunder, shall be exclusively in the County.

6.5 If any provision of this Agreement or the application thereof to any person or circumstance is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby.

6.6 CSUN represents and warrants that the person executing this Agreement for CSUN is an authorized agent who has actual authority to bind the CSUN to each and every term, condition, and obligation of this Agreement and that all requirements of the CSUN have been fulfilled to provide such actual authority.

7.0 DEFAULT
CSUN agrees that if default shall be made in any of the covenants and agreements herein contained to be kept by CSUN, the City may forthwith revoke and terminate this Agreement, in addition to any of the City's other rights and remedies provided at law and in equity.

8.0 NOTICES
Any notices required to be given to either party under the terms of this Agreement shall be addressed as follows:

City of South El Monte: City of South El Monte
Attention: Rene Salas
1415 Santa Anita Avenue
South El Monte, CA 91733
Phone: (626) 579-6540
E-mail: [email protected]

CSUN: California State University, Northridge
Purchasing and Contract Administration
Attention: Jenni Cox, Buyer III
18111 Nordhoff Street, Mail Code 8231
Northridge, CA 91330
Phone: (818) 677-6568
Fax: (818) 677-6544

9.0 WAIVER
No waiver of a breach of any provision of the Agreement by the City will constitute waiver of any other breach of said provision or of any other provision of the Agreement. Failure of either party to enforce at any time, or from time to time, any provision of the Agreement shall not be construed as a waiver thereof. No waiver shall be enforced unless said waiver is set forth in writing.

The remainder of this page has been intentionally left blank.

IN WITNESS WHEREOF, the City has caused this Agreement to be subscribed on its behalf by the City Manager, or his duly authorized designee, and CSUN has caused this Agreement to be subscribed on its behalf by its duly authorized officers the 12th day of November in 2024.

CITY OF SOUTH EL MONTE
By _______________________
Rene Salas,
City Manager
City of South El Monte
_______________________
Date
APPROVED AS TO FORM:

By ___________________
Anthony R. Taylor
City Attorney
City of South El Monte

CALIFORNIA STATE

UNIVERSITY, NORTHRIDGE
By _____________________
Jenni Cox, Buyer lll
Purchasing and Contracts
Administration
______________________
Date

Exhibit A

MASTER OF PUBLIC ADMINISTRATION PUBLIC SECTOR MANAGEMENT AND LEADERSHIP Cohort #: TBD Start Term: Fall 2025 Mode: In-Person Last Revised: 10/15/2024 Location: S. El Monte City Hall, 1415 Santa Anita Ave, S. El Monte, CA 91733 Classroom: City Council Chambers
Class Meetings: Friday, 9am – 12:45pm; Wednesday via Zoom, 6pm – 9:45pm (where noted) Tuition: $733 per unit / $2,247 per course / $26,964 per program | NOTE: Additional courses will result in additional charges.

COURSE # COURSE TITLE / CLASS # /

INSTRUCTOR

CLASS DATES
Fall 2025
MPA 610
(3 units)
INTRO TO CONTEMPORARY PUB ADMIN 8 weeks
Aug. 29; Sep. 05, 12, 19, 26; Oct. 03, 10, 17
MPA 620
(3 units)

RESEARCH METHODS FOR PUB ADMIN I
8 weeks
Oct. 24, 31 Nov. 07, 14, 21, 24*; Dec. 05, 12
No Class: Nov. 28 (Thanksgiving Recess)
Spring 2026
MPA 621
(3 units) RESEARCH METHODS FOR PUB ADMIN II
(prerequisite: MPA 620)
8 weeks
Jan. 23, 30; Feb. 06, 13, 20, 27; Mar. 06, 13
Spring Recess: Mar. 16-22
MPA 643
(3 units)
PUB SECTOR HR MGMT 8 weeks
Mar. 27; Apr. 03, 10, 17, 24; May 01, 08, 15
Summer 2026
MPA 644
(3 units)

PUB FINANCE AND BUDGETING

IN THE PUB SECTOR
6 weeks
May 29; Jun. 03*, 05, 12, 17*, 19, 26; Jul. 01*
No Class: Jul. 03 (Independence Day Observed)
MPA 650
(3 units)
CONTEMPORARY PUB POLICY-MAKING 6 weeks
Jul. 10, 17, 22*, 24, 31; Aug. 05*, 07, 14
Fall 2026
MPA 623B
(3 units)
APPLIED PROGRAM EVAL 8 weeks
Aug. 28; Sep. 04, 11, 18, 25; Oct. 02, 09, 16

MPA 624
(3 units)

THE MANAGEMENT OF PUB SECTOR

PROJECTS
8 weeks
Oct. 23, 30; Nov. 06, 13, 20, 25*; Dec. 04, 11
No Class: Nov. 27 (Thanksgiving Recess)
Spring 2027
MPA 632A
(3 units) ORG LEADERSHIP
8 weeks
Jan. 22, 29; Feb. 05, 12, 19, 26; Mar. 05, 12
Spring Recess: Mar. 15-21
MPA 632B
(3 units)
STRATEGIC MGMT 8 weeks
Mar. 26; Apr. 02, 09, 16, 23, 30; May 07, 14
Summer 2027
MPA 697S
(3 units)
COMPREHENSIVE EXAM 12 weeks
May 25 – Aug. 17 (ONLINE via Zoom)
Mondays
MPA 634
(3 units)

PUB ORGANIZATIONAL DESIGN AND

DEVELOPMENT
6 weeks
May 28; Jun. 04, 09*,11, 18, 23*, 25; Jul. 02
Additional Schedule Notes:

Courses offered, course dates, course sequence, and instructors are subject to change.

THE TSENG COLLEGE: GRADUATE, INTERNATIONAL AND MIDCAREER EDUCATION 01257.0001/1031228.1 Nordhoff Street | Northridge, California 91330-8352 | 818-677-3332 | [email protected] | tsengcollege.csun.edu

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

DATE: November 12, 2024
TO: Honorable Mayor and Members of the City Council
APPROVED BY: Rene Salas, City Manager
SUBMITTED BY: Guillermo Arreola, Director of Community Development SUBJECT: CONSIDERATION AND APPROVAL OF RESOLUTION NO.
24-240, APPROVING AWARD OF PROFESSIONAL

SERVICES AGREEMENT (PSA) TO CSG CONSULTANTS TO

PROVIDE PEER REVIEW OF AN ENVIRONMENTAL IMPACT

REPORT AND RELATED TECHNICAL STUDIES IN
CONJUNCTION WITH THE DEVELOPMENT OF 825
LEXINGTON-GALLATIN ROAD.

SUMMARY: CSG Consultants was selected as the most qualified consultant based on their experience, proposal quality, project understanding, schedule, and costeffectiveness to provide a third-party independent review of an environmental impact report for 825 Lexington-Gallatin Road.

RECOMMENDED ACTION: Staff Recommends City Council:

1. Adopt Resolution No. 24-240, awarding PSA to CSG Consultants for consulting services to peer review an environmental impact report and technical studies, in an amount not to exceed $40,000; and

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

FISCAL/FINANCIAL IMPACT: There will be no fiscal impact to the City as the project applicant will be required to submit a deposit in the amount of $40,000 to the City to cover the cost of the peer review contract.

DISCUSSION: On July 20, 2024, the City Council authorized staff to solicit proposals through the Request for Proposal (RFP) process for a third-party, independent review of an environmental impact report and related technical studies in compliance with the California Environmental Quality Act. On August 8, 2024, the RFP was mailed out to a number of consultants, including posting the RFP on the City of South El Monte's website. The submittal deadline was September 9, 2024 at 5:00 p.m.

The City received six (6) proposals by the RFP deadline. The proposers are as follows:

Name of Consultant (alphabetical order) Location
Chambers Group, Inc. Costa Mesa, CA
CSG Consultants Orange, CA
De Novo Planning Group Tustin, CA
EcoTierra Consulting Los Angeles, CA
EPD Solutions, Inc. Irvine, CA
MIG Riverside, CA
Per South El Monte Municipal Code Title 3, Chapter 3.16.070 the services of vendors possessing a high degree of professional, specialized technical skill or expertise, may be made without the need for bid procedures. However, staff went above and beyond and issued an RFP requesting proposals, and although bidding is not required for professional services, selection of the proposal is based on qualifications and best value, and not necessarily the lowest price. Proposals should still be reviewed for reasonableness to serve the public's best interest.

Staff reviewed the proposals received based on competence and professional qualifications and in compliance with the RFP requirements, which included project understanding and approach, experience, level of effort, schedule and cost-effectiveness to provide efficient services. After review, staff determined that CSG Consultants submitted the most qualified proposal to provide third-party, independent review of an environmental review and related technical studies. The table below shows the contract amount for each proposal:

Consultant (alphabetical order) Schedule Contract Amount Chambers Group, Inc. 2 weeks $32,000
CSG Consultants 6 weeks $40,000
De Novo Planning Group 8 weeks $69,000
EcoTierra Consulting 2 weeks $48,000
EPD Solutions, Inc. 34 weeks $46,550
MIG 8 weeks $71,366
Overall, all the consultants demonstrated an understanding of the required scope of work and all presented a methodical, well-structured approach to the cost and schedule. The schedule varied considerably. However, staff felt that the six to eight week schedules were adequate.

The following table lists the top three consultants based on a 100 point scale:

Consultant Name Total Number of Points
CSG Consultants 98
EPD Solutions, Inc. 95
De Novo Planning Group 92
Based on the experience of CSG's staff, both in preparing environmental impact reports and serving as independent third party consultants, quality and organization of the proposal, understanding of the project, schedule and contract amount, CSG Consultants' overall score of 98 was the highest score of the proposals. Therefore, staff recommends awarding a Professional Services Agreement to CSG Consultants for an independent third-party review of an environmental impact report associated with the development of 825 Lexington-Gallatin Road.

ATTACHMENT(S):

A. Resolution No. 24-240
B. Draft PSA Template

ATTACHMENT A
RESOLUTION NO. 24-240

A RESOLUTION OF THE SOUTH EL MONTE CITY COUNCIL

APPROVING AN AGREEMENT BETWEEN THE CITY OF
SOUTH EL MONTE AND CSG CONSULTING FOR A THIRDPARTY INDEPENDENT REVIEW OF AN ENVIRONMENTAL

IMPACT REPORT AND RELATED TECHNICAL STUDIES
FOR PROPERTY LOCATED AT 825 LEXINGTON-GALLATIN
ROAD
WHEREAS, on November 11, 2024, the City Manager approved a contract with CSG Consultants ("Consultant") to provide a third-party independent review of an applicant’s environmental impact report (EIR) for property located at 825 Lexington-Gallatin Road; and WHEREAS, the City has determined that an Agreement with the consultant is necessary to complete a third-party, independent review of an environmental impact report in a timely and cost-effective manner; and
WHEREAS, bidding is not required for professional services, thus based on the competence and professional qualifications, including the scoring criteria provided in the RFP, staff selected CSG Consultants as the most qualified consultant to provide third-party independent review of the EIR for property located at 825 Lexington-Gallatin Road; and WHEREAS, the Agreement Contract Sum for the contract is not to exceed $40,000.00, which the applicant shall submit as a deposit with the City; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH EL MONTE DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The above recitals, and each of them, are true and correct.

SECTION 2. The City Council hereby authorizes and directs the City Manager to take all actions necessary to execute and effectuate the Agreement in substantially the form attached as Attachment B to the November 12, 2024, staff report.

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

PASSED, APPROVED AND ADOPTED this 12th day of November 2024.

Gloria Olmos, Mayor
ATTEST:

Adrian Garcia, MMC
City Clerk

STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) SS:

CITY OF SOUTH EL MONTE )
I, Adrian Garcia, MMC, City Clerk of the City of South El Monte, hereby certify that the foregoing Resolution, being Resolution No. 24-240 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 12th day of November 2024, and that said Resolution was adopted by the following vote:

AYES: Councilmember(s):

NOES: Councilmember(s):

ABSENT: Councilmember(s):

ABSTAIN: Councilmember(s):

Adrian Garcia, MMC
City Clerk

ATTACHMENT B
01257.0001/867754.3
DRAFT

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF SOUTH EL MONTE
and
__________________________________

ATTACHMENT B
01257.0001/867754.3 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 ____ day of ________, 2024 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 said 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

01257.0001/867754.3 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 in which service is rendered.

1.4 California Labor Law.

If the Scope of Services includes any “public work” or “maintenance work,” as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, Section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws.

1.5 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.

1.6 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 the manner in which 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 involves work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions thereupon existing, prior to the 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 City’s Contract Officer.

01257.0001/867754.3 3

1.7 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, 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.

1.8 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 services of the other.

1.9 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 of this Agreement or make changes including, altering, adding to, or deducting from said Scope of Services. No such extra work may be undertaken unless a written order is first given by the City’s 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 of this Agreement. 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.

1.10 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.

01257.0001/867754.3 4
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.

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 City’s 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.

Consultant acknowledges and agrees that coordination of its performance of work with City is a critical component of the services rendered. Consultant further acknowledges and agrees that 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 the City’s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this 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 subcontractor contracts. Sub-contractor 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 the City’s “warrant run

01257.0001/867754.3 5
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.

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 City’s 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

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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 on its behalf with respect to the work specified herein and make all decisions in connection therewith:

(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 promptly 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 the 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.

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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 decision-making authority in regards to the selection, discharge, supervision or control of Consultant’s employees, servants, representatives or agents, or in fixing of their numbers, 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 said 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

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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, and $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, nonowned, or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
(c) Professional Liability Insurance (Errors & Omissions). 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 in the minimum amount of $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 as detailed in Exhibit “B.”

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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 the City’s Risk Manager prior to the commencement of the performance of services of this Agreement. 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, from Consultant, 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 performed 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 insurance policy 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 either be promptly reimbursed by Consultant or the City will withhold payment amounts sufficient to pay the insurance premium from Consultant payments. In the alternative, the City may terminate this Agreement in its entirety.
(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

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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 advance 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 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 a 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 timely submitted to City for review. (n) Agency’s Right to Revise Specifications. The City reserves the right at any time during the term of this Agreement 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,

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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:

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;
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;
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

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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 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 requires. 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

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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 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, City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys’ 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, requests for documents, interrogatories, requests for admission or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder. 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, City’s right to review does not imply or provide City with the right to control, direct, or rewrite said response.

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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 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 obligations 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.

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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.

7.7 Liquidated Damages.

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

7.8 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided for 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

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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 for 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.

7.9 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.

7.10 Attorneys’ Fees.

If either party to this Agreement is required to initiate or defend or is 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.

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 City’s Contract Officer. Consultant agrees to at all times

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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 their 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.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of South El Monte, 1415 Santa Anita Avenue, South El Monte, California 91733 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.