South Gate City Council
July 12, 2022

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directly adjacent to the Council Chambers. On occasion, the City Council meeting will be held in alternative locations such as the Auditorium in South Gate Park or other locations within the City.

This may be due to expected public participation being larger than what the City Council Chambers can accommodate or that the agenda topic would be better suited at a location within the City.

B. Order of Business
The order of Business is outlined in South Gate Municipal Code Section 1.04.111. However, the Mayor/Chair may make changes to the order as needed, without objection of the City Council.

SGMC outlines the Order as follows:

Roll Call
Invocation
Pledge of allegiance
Proclamations/Awards
Continued Public Hearings
New Public Hearings
Public Comment/Oral Communication (non-agenda items) Reports from Staff/ Elected Officials
Consent Calendar
Regular Business items
Warrants
Adjournment
The regular order of business may be changed or suspended for any purpose at any paiticular meeting by the Mayor, without objection of the City Council. Should a member of the City Council raise objection to the proposed change or suspension, then the City Council as a body will vote on matter and the prevailing majority will determine if the Mayor's action prevails or not.

At or as reasonably close to 10:30 pm, the Mayor will ask the City Council whether it would like to consider continuing with any additional items posted on the agenda or continue the item(s), except as to the approval of the City's warrants. The Council shall determine which specific item(s), if any, will be considered that evening. If an item is continued due to the lateness of the hour, the item shall be automatically placed on the agenda for the next regularly scheduled City Council meeting unless otherwise scheduled by motion of the Council.

Ultimately effort is to ensure compliance with the State law, as it may apply; to encourage public participation in the business items being considered by the City Council; but recognizing that meetings which extend into the late hours of the evening can dissuade participation by the general public, panelists, and other interested parties.

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C. Closed Session
These sessions are closed to the public as a matter of law. The ability of the City Council to conduct sessions not open to the public is restricted by state law to ensure open proceedings.

Certain defined circumstances exist wherein a city council may meet without public in attendance.

Such circumstances include, but are not limited to:

1. 2.

3. 4.

Real Propeity: The purchase of, sale, exchange or lease of real property with the City negotiator; the real property and the person(s) with whom the city many negotiate must be announced in open session before the closed session (Cal Govt Code 54956.8).

Pending or a significant exposure to litigation or the decision to initiate litigation; the litigation title must be identified in open session before the closed session unless the City Council states that to do so would jeopardize its ability to conclude existing settlement negotiations or effectuate service of process.

Compensation: Salaries and benefits of employees; city council meets in closes session to review its position and instruct designated representatives (Cal Govt 54957.6).

Persoru'iel: A closes session is held to discuss the appointment, employment, evaluation of performance, or dismissal of a public employee, or to hear a complaint against the employee unless the employee requests a public hearing. (Cal govt Code 54957.6).

It is critical to stress that there shall be no disclosure of closed session confidential information.

Councilmembers, employees of the City, or anyone else present shall not disclose to any person, including affected/opposing parties, the press or anyone else, the content or substance of any discussion which takes place in a closed session without City Council direction and concurrence.

Whenever possible, written reports or other documents received for closed session items will be turned in at the end of the meeting. City Council closed session meetings may be conducted through the use of special meetings noticed before the start of a regular City Council meeting.

D. Procedure for Invocations
Generally, the City Manager's Office shall coordinate with the local churches for scheduling of available dates for offering the invocation at a regular Council meeting. Members of the public who wish to offer an invocation may submit their name and contact information to the City Manager's Office for possible open dates to offer the invocation at a :tuture regular meeting.

E. Proclamations and Certificates
Ceremonial proclamations or certificates are o'ften requested of the City in recognition of an event, group or individual. Proclamations are not statements of a policy but a manner in which the city can make special recognition of an event (e.g., Mental Health Awareness), a group (e.g., local

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school group achieves a unique honor) or individual ( e.g., celebrating centennial birthday). As part of his/her ceremonial responsibilities, the Mayor is charged with approval and administration of proclamations. Individual Councilmembers do not issue proclamations. Proclamations can be sent to the requester, at some other setting or presented at a City Council meeting as arranged with the requesting body and at the Mayor's discretion.

F. Public Hearings
Public hearings are required for a variety of City Council actions, such as most changes to the South Gate Municipal Code, zoning revisions, some annexations, street vacation, weed abatement, liens, and fee increases. Whenever the law provides that publication of a notice shall be made, such notice shall be published in a newspaper of general circulation for the period prescribed, the number of times, and in the manner required. Each public speaker will be allowed a maximum of three minutes for public input or testimony. City Clerk Office shall keep record of the public hearing notice being filed with the newspaper of general circulation.

When a public hearing involves a specific applicant or appellant, such a land use or license approvals as an example, the applicant or impacted party shall be permitted sufficient time to present their information to the City Council. The Mayor shall inquire prior the applicant starting how much time they may need to present their case/request. Every effort will be made to accommodate; however, the City Council may place reasonable time limits upon the applicant if it chooses.

The applicant or appellant shall bear the burden of proof on all aspects of the action or relief they seek. The person with burden of proof must offer evidence to the Council to support his or her position. The City Council hearings need not be conducted according to foimal rules or evidence.

Any relevant evidence may be considered if it is the sort of evidence upon which responsible persons rely in the conduct of serious affairs. The Mayor/Chair may exclude irrelevant or redundant testimony and may make such other rulings as may be necessary for the orderly conduct of the proceedings while ensuring basic faimess and fiill consideration of the issues involved.

Evidentiary evidence shall be deemed waived unless made in a timely fashion before the City Council.

Appeals to the City Council shall be conducted de novo, meaning that new evidence and arguments may be presented and considered. All matter in the record before any other City board, commission or official shall be part of the record before the City Council.

G. Consent Calendar
All items listed on the Consent Calendar are considered to be routine matters or consistent with prevtous City Council direction. One motion, a second and a roll call vote may enact the items

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listed on the Consent Calendar. No separate discussion of Consent Calendar items shall take place unless members of the City Council or City Staff request to speak on a specific item.

Those members of the public wishing to speak on an item under the tile of "Consent Calendar" are allowed prior to the City Council discussion, comments, questions and prior to the making of the motion. Members of the public are not permitted to pull any agenda item for individual comment or discussion by the City Council.

H. Public Comment from the Audience

1. Comment on Agenda Items
It is the policy of the City Council that members of the public be allowed to address the Council on any agenda item. Each member of the public will be allowed a maximum of three minutes for public input or testimony relating to an agendized item. At the Mayor's discretion, additional time for testimony may be granted. The Mayor shall request that individuals addressing the Council state their names and addresses for the record, to ensure accuracy in the minutes and for contact information. An individual's failure to state his or her name or address shall not preclude the individual from addressing the Council. In addition, a speaker shall only be allowed to address the agenda item being acted upon once.

2. Public Comment on Non-Agenda Items/Oral Communication on Non- Agenda Items
Public Comment/Oral Communication is reserved for the public to speak on or infortn the City Council on matters not on the agenda and within the iurisdiction of the City Council. The maximum time allowed will be three minutes for each speaker. Each speak shall only be allowed to speak once during the Public Comment/Oral Communication.

For purposes of Public Comment/Oral Communication, the agenda segment shall be limited to 45 minutes in total. Any additional time needed to allow the public opportunity to speak shall be continued to just prior to the question of adjournment being entertained by the City Council. Any speakers who were not called upon to speak during the initial 45 minutes section and still wish to speak shall be called upon during this second time period section (public comment/oral communication) This time period shall be limited to no more than 30-minutes unless extended by the Mayor, without objection by the City Council.

The City Council members are restricted under State law from speaking about or commenting statements made by the public during this segment, other than for just brief statement. City Council members should consult with the City Attorney if they have any questions about what qualifies as a brief statement.

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3. Keeper of the time for Public Speaking
The City Clerk shall manage the public speaking time limit whether for an agenda item or at public comment. The City Clerk shall stait keeping time once the public member begins to speak and upon conclusion of the peimitted time, eitherthe Mayor or City Clerk shall indicate that the allotted time has expired.

I. Non-Agendized Items
No matters, other than those on the posted agenda, shall be acted upon by the Council. However, items may be added to the agenda (such as emergency matters) as permitted in the Brown Act.

Brief announcements, brief responses or questions for clarification, may be made to statement or questions raised on items not on the agenda.

Action on any item not on the agenda shall be defened until the item is properly listed on the agenda for subsequent council meeting unless added as permitted under State law. Those exceptions are extremely limited and are:

3. An emergency exists as determined by a majority of City Council.

The need to take action arose subsequent to the agenda being posted and there is a need for immediate action as deteimined by a two-thirds vote of the city Council; or if less than two-thirds are present, unanimous vote.

The item was continued to another meeting that was scheduled and posted within five business days of the original agenda.

The City Attorney should be consulted as to compliance with the state law for such actions.

J. Council Member Request for Agenda Items
Council Members wishing to have a matter discussed by the City Council may request that it be placed on a future City Council agenda during a Council meeting or by contacting the City Manager, or his/her designee, via telephone, email or in person. Upon the request of a Council Member and concurrence of one other member of the City Council, the item will be placed on a future City Council agenda as long as one other Council Member concurs with the request. The City Manager will determine when to place the item on a future agenda based on time necessary to complete the research and staff workload considerations and the effect on City Council established priorities. The City Manager shall report within 3 business days to the Council when the item will be placed on a future agenda.

The rationale for having two members of the City Council is to maximize the limited resources of staff time that may be needed in developing the agenda report and any possible documentation material that may assist the :tull Legislative body in consideration of the agenda item as stated in SGMC 1.04.066.

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K. Members of the Public - Request for Agenda items When a member of the public raises an item at a Council meeting which requires attention, such items shall be referred to the City Manager for follow-up by appropriate staff member. If the requesting member of the public is not satisfied with staff's response to his'/her question, the member of the public may request a Council Member to sponsor his/her item for discussion at a future Council meeting. In such cases, the sponsoring Council Member shall follow procedures described under "Council Member Request for Agenda Items". Placing an item from a member of the public on a Council agenda does not imply or guarantee a decision or action different from that taken by staff in the initial follow-up to the question or request.

L. Communication/Presentation to the Council
Letters and written communications: Speakers are encouraged to submit comments in writing at the earliest possible time to ensure distribution to Council and other interested parties. This will also help public members covey their thoughts and information as fully as they believe is necessary.

Letters submitted with a request that they be read into the record will be briefly summarized by the City Clerk. The letter or email itself will become part of the record and available to the public for full inspection within 72 hours after the Council meeting. A copy of the letter or email will be available at the Council meeting if received by the City Clerk's Office at least one hour prior to the start of the regular or special Council meeting for review by the public in attendance Staff and applicants for any agenda item who wish to make Power Point, Video or similar presentations to the Council will utilize the City's audio/visual equipment. Such material shall be provided to the City Clerk's Office by no later than noon on the day of the meeting in which it will be presented. This will allow for sufficient time for the presentation to be verified for usability with the City's equipment and time to communicate any incompatibility issues back to the pariy.

In addition, eight hard copies shall be provided to the City Clerk's Office for inclusion in the record of the meeting and for distribution to Council, City Attorney and City Manager.

M. Americans with Disabilities Act
The City is in compliance with the Americans with Disabilities Act and will make all reasonable accommodations for the disabled. To allow for such reasonable accommodations, person requiring assistance or auxiliary aids to participate at a City meeting, should contact the City Clerk's Office at (323) 563-9510 or email [email protected] at least 24 hours prior to the meeting.

N. Workshops
The purpose of a workshop is to inform the legislative body on complex issues. Workshops provide an opportunity for the Council and public to review documents, receive in-depth presentations, and allow for a less formal interaction between the Councilmembers and Page9ofll
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staff/consultants. This meeting foimat allows Councilmembers to request additional information and/or provide direction to staff. However, no final Council action shall be taken during the workshop on workshop items.

0. Minutes
The City Clerk's Office shall be responsible for the preparation and distribution of the Council minutes. The minutes shall include a public report on any action taken and the vote or abstention on such action of each Council Member present for the action. Unless a reading of the minutes is requested by a Council Member, the minutes may be approved as a Consent Calendar item.

No minutes or written record of closed sessions of the City Corincil shall be kept, except as required by State Law or as directed by the majority vote of the City Council. The Council shall report at a public meeting any action taken in closed session, as required by Government Code Section 54957.1.

V. Rules of Decorum
The City has numerous public meetings such as City Council meetings, Commission meetings, and Board meetings. All persons attending and/or speaking at such meetings should strive to:

Treat everyone courteously
Listen to others respectfully
Exercise self-control
Give open-minded consideration to all viewpoints
Focus on the issues and avoid personalizing debate
Embrace respect'ful disagreement and dissent as democratic rights that are inherent components of an inclusive public process and tools for forging sound decisions.

While the Council is in session, all persons shall preserve the order and decorum of the session.

The standards of order and decorum shall be governed by South Gate Municipal Code § 1.04.10 (Rules of Decorum for City Council Meetings).' This includes persons attending shall not engage in disorderly or boisterous conduct, including but not limited to applause, whistling, stamping or fee, booing, or making any loud, tmeatening, profane, abusive, personal, impertinent, or slanderous utterance that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting.

Signs, placards, banners, or other similar items shall not be permitted which are attached to stakes, poles or other items which could cause physical hartn to another person. Such items shall also not disiupt or impede another member of the public from being able to participate in such public meetings.

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Any person who disrupts the orderly course of the meeting may be called out of order by the Mayor and barred from fiuther participation during that session of the Council in accordance with South Gate Municipal Code e) 1.04. 10D, and relevant poitions of the Brown Act. The Chief of Police or his/her designee shall act of as the Sergeant of Aims at any Council meeting. The Sergeant of Arms shall only be engaged upon the direction of the Mayor or Chair of the meeting.

When addressing an item or topic, the speaker shall address their comments to the City Council and not to another member of the audience or individual other than tlie members of the Legislative body.

VI. Annual Review
This Procedural Policy shall be reviewed at annually at the meeting in which the City Council reorganizes itself. That meeting will typically take place in the month of December.

Adopted:

yC3
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ATT ACHMENT B

PUBLIC MEETING SPEAKING LIMITS
SURVEY
City Oral Communication Agendized Item

1. Bell No sated Time Limits No stated Time
Limits

2. Lynwood No sate Time Limits No Stated Time
Limits

3. Paramount 3 minutes - 20 minutes maximum 3 minutes

4. Pico Rivera 3 minutes 3 minutes

5. Berkeley 5 registered speakers or less each will have 2 minutes. More than five, each
will be given 1 minute
Five registered
speakers or less each
will have 2 minutes.

More than that will
have only 1 minute.

6. Campbell 2 minutes 2 minutes

7. Pasadena 3 minutes 3 minutes

8. Pinhole 3 minutes 3 minutes

9. La Quinta No stated Time Limit No stated Time Limit

10. Downey 3 minutes 4 minutes but limited
to a maximum of
speaking on 2 agenda
items in one meeting

11. Cudahy 3 minutes 3 minutes

12. Norwalk 3 minutes 3 minutes

13. Bell Gardens No Stated Time Limit No stated Time Limit

14. Santa Fe Springs 3 minutes 3 minutes

15. Half Moon Bay 3 minutes 3 minutes

16. Lakewood No stated Time Limit No stated Time Limit

17. Bellflower 3 minutes 3 minutes

18. Monterey Park 5 minutes 5 minutes

19. Baldwin Park 3 minutes 3 minutes

20. West Covina 5 minutes - total 30 minutes allotted 5 minutes

21. Cerritos 5 minutes 5 minutes

22. Anaheim 3 minutes - 90 minutes total 3 minutes

23. Pomona 3 minutes 3 minutes

24. San Marino No stated Time Limit No stated Time Limit

25. Torrance 1 minute - with up to 215 minutes
segments being provided
3 minutes

26. Gardena 3 minutes - 30 minutes maximum 3 minutes tap
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Cl"fYMANAGER'S OFFICE Item No. 13
JUL 0 6 2022
S:Obl)v- City of South Gate

CITY COUNCIL
AGENDA B'J[LL
For the Regular Meeting of: July 12, 2022
Originating Department: City Manager's Office
Interim City Manager:
&'}r'>Je.(fers
Interim City Manager:

SUBJECT: ORDINANCE AMENDING SECTION 2.08.450 (LICENSE FEES AND PERMIT FEES FOR MATERIAL RECOVERY FACILITIES) AND AJ)DING SECTION 2.08.500 (BUSINESS LICENSE FEES ADJUSTMENT) OF AND TO CHAPTER 2.08 (BUSINESS LICENSE TAX) OF THE SOUTH GATE MUNICIPAL CODE ON THE NOVEMBER 8, 2022,

REGTJLAR MTJNICIPAL ELECTION FOR CONSIDERATION BY THE CITY'S VOTERS AT

SAID ELECTION
PURPOSE: To give a presentation and receive direction whether an ordinance should be placed on the City's upcoming General Municipal Election for voters to decide whether to approve (1) adjusting the business license fees for Materials Recovery Facilities located within the City of South Gate and (2) establishing an automatic adjustment evety third year of business license fees within Chapter 2.08 (Business License Tax) of the City of South Gate Municipal Code.

RECOMMENDED ACTIONS: The City Council will consider:
a.
b.

Adopting the attached Ordinance modifying Chapter 2.08 of the South Gate Municipal Code in the manner summarized above; and
Adopting the attached resolution, as necessary to comply with (i) state constitutional requirement that such an ordinance shall not take effect until approved by a vote of the electorate, and (ii) Election Code requirements pertaining to such an election.

FISCAL IMPACT: There is limited fiscal impact of additional cost the City will incur by Los Angeles County for conducting the November 8, 2022, General Municipal Election in which voters will weigh in on electing two City Council Members, a City Treasurer, and a City Clerk. Should voters approve the proposed changes to the South Gate Municipal Code Chapter 2.08, the City would generate an estimated $150,000 to $200,000 annually from those businesses classified as Material Recovery Facilities and $30,000 in the CPI adjustments the remaining business license categories starting in 2024.

ANALYSIS:

1. Why an Ordinance may be needed: Pursuant to South Gate Municipal Code ("SGMC") Section

2. 08.020 (Purpose), the sole purpose of business license taxes is to raise money for the City's general fund. The business license tax rate charged to Materials Recovery Facilities appears to be below (perhaps substantially below) current market rates. Most other business license tax rates imposed by the City have not been adjusted for many years. This creates a significant disparity in the amount a similar 1 5234830.3-L235.0
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business pays along with a negative effect on the City's general fund. Adjusting the business license tax rate to address these problems requires an ordinance passed by the City Council and approved by a majority of City voters.

2. Current fees and agreements: A Materials Recovery Facility is defined as a facility within the City which is operated for the purposes of collecting, handling, storing and/or processing solid waste (SGMC Section 2.10.725 (Material recovery facility)). Solid waste can range from normal trash, construction materials, green waste, and other materials that are collected to be recycled or landfilled at a later point.

Recently, staff researched the business license taxes and business license fees assessed under SGMC Section 2.08.450 (License fees and permit fees for material recovery facilities) against businesses that operate Materials Recovery Facilities within the City. The City currently has six (6) such businesses.

Staf:f's review showed that rather than charging the taxes and fees at rates specified in Section 2.08.450, the City had, instead, entered into written agreements with those businesses to pay the City different amounts. These written agreements were pertnitted under the SGMC as a result of a 2005 change to

2.08.450 (B). The amounts called for in those agreements were likely fair to both parties at the time the agreements were entered into, but, given the passage of time, they may no longer be fair to the City.

The agreements all have varying teitns and amounts the businesses will pay to the City for their business licenses. Those terms and rates are:

Businesses
Construction & Demolition Recycling
SA Recycling
Blue Diamond Materials
County Sanitation District
Green Waste Soil Technologies
USA Waste of California
Term Expiration
6/30/2021
I1/27/2017
12/1 1/2007
Perpetuity
9/10 /2038
6/30/2025
$1.40 per ton
$1.14 per ton

2.5% per load
$1.80 plus CPI (per ton)
$1.32 perton (CPI increase each 5 years)
Flat Fee -$400,000 (annually)
Within the agreements, there is little historic information as to how the methodology was applied to either the term or rate for the businesses. It is evident that the initial terms of half of the agreements have expired, but the businesses are simply paying the minimum business license fee provided under our schedule each year.

3. Rates charged by the City are below market rate: Staff believes the rates being paid under these agreements are below current market rates paid by Material Recovery Facilities in other cities. While staff has not been able to identify a single source survey to show what similar rates are for Material Recovery Facilities in the area, a recent study by HF&H showed such operations were paying more than $2.00 per ton on average. Those fees were adjusted on some regular basis by the CPI, as well. The rates reported by HF&H are consistent with other information obtained by staff. Staff checked with a business that operates several Material Recovery facilities in various Southern California cities. That business is paying between $1.32 and $5 per ton for an average of $2.66 per ton. In addition, the City of Gardena reports that it imposes a $2 per ton fee which is increased annually by CPI.

Material Recovery Facilities have a significant impact upon the community in terms of wear and tear on streets and emissions. It would appear that the City may be shortchanged approximately $200,000 or more, annually, based on previous amounts received under these current agreements. This aru"iual 2 5234830.3-L235.0
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shortfall will likely increase as current business fees paid in other communities continue to outpace those charged by South Gate.

4. Public vote is required to raise these taxes and fees. City Council does not have the ability, under its own authority, to adjust rates or add new rates. Article XIII C of the State Constitution - better known as Proposition 218, which was adopted by the state's voters in 1996 - requires that no new general tax may be imposed, and no existing general tax may be extended or increased, without voter approval.

Thus, such fees often become very outdated for most cities.

There is a time sensitivity to asking for this discussion. Such matters may only be submitted to voters at each regular municipal election unless a fiscal emergency is enacted by the legislative body. Those condition do not currently exist. The County is requesting all such measures be submitted to them before the end of July. Should we miss those deadlines, we will have to wait until 2024 before the City Council could again consider the item.

Staff has looked at several cities that have asked their voters to consider indexing business license fees to the CPI to keep the rates consistent with their present value. The cities researched have varying adjustment schedules such as annual or a time period. The Council may consider a time period of between 3 and 5 years for such scheduled increases. As an example, the fee may be adjusted by CPI in 2024 and then would not be adjusted again until 2027 or 2029 using the 3-5-year example. Staff suggests that any ordinance passed by the City Council should provide that the fees and taxes be adjusted every three (3) years starting in 2024.

5. The Need for Ongoing Periodic Adiustments to Business License Tax Rates: Overall, the business license fees have not been adjusted or reviewed since 1993, nearly 30-years ago. For perspective, the valueofasinglerevenuedollarinl994wouldnowneedtobe$l.97inrevenuereceivedin2022. Should voters approve a tax increase with a CPI adjustment, it would be prospective and not retroactive. Thus, permitting fiiture adjustments based on CPI is designed to prevent that dollar from falling further behind in value or support to the general fund. Such an increase could not begin until 2024, at the soonest, given the set-up time to print and adjust schedules necessary for businesses to know what the underling rates are.

ATT ACHMENTS: Proposed Ordinance
Proposed Resolution
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RESOLUTION NO.

CITY OF SOUTH GATE

LOS ANGELES COUNTY, CALIFORNIA

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH

GATE, CAI,IFORNIA, SUBMITTING BALLOT MEASURE TEXT FOR

THE CITY OF SOUTH GATE MATERIALS RECOVERY FEE
MEASURE TO THE VOTERS AT THE NOVEMBER 8, 2022,
GENERAL MTJNICIPAL ELECTION; DIRECTING THE CITY
ATTORNEY TO PREPARE AN IMPARTIAL ANALYSIS; AND

DIRECTING THE CITY CLERK TO ESTABLISH REQUIREMENTS

FOR FILING PRIMARY ARGUMENTS AND REBUTTAI,
ARGUMENTS REGARDING MEAS{JRE
WHEREAS, pursuant to the requirements of the laws for the State of California, the City Council has called and ordered a General Municipal Election to be held in the City of South Gate on Tuesday, November 8, 2022, for the purpose of electing two City Council Members, the City Treasurer, and the City Clerk, and for the purpose of submitting to the voters at said election the ballot measure proposed herein ("Business License Tax Measure"); and WHEREAS, the Business License Tax Measure is being proposed to do two things: first, to raise the business license tax rates and solid waste processing fees imposed on Material Recovery Facilities under Section 2.08.450 of the South Gate Municipal Code, which have not been significantly raised for 25 years; and second, to add new Section 2.08.500 to the South Gate Municipal Code, to allow automatic increases every three years, based on changes to the Consumer Price Index, to all South Gate Business License Taxes imposed under Chapter 2.08 of the South Gate Municipal Code; and
WHEREAS, The proposed ballot measure is as follows:

Business License Tax Measure. To assist in maintaining public safety, repair streets, maintain parks, services for seniors, and other general city services, shall the annual taxes and solid waste processing fees paid by Material Recovery Facilities be increased to $500 plus $2.30 per ton, and provide for increases every three years to all Business License Taxes based on cost of living increases, as measured by the Consumer Price Index, be adopted?
YES
NO
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WHEREAS, the City Council desires to submit to the voters in the November 8, 2022, General Municipal Election, this Business License Tax Measure, along with arguments and rebuttals submitted in the timeframe prescribed by the Elections Code; and WHEREAS, this tax measure must be approved by at least a simple majority of the electorate voting in the election to be effective (i.e., 50% plus 1 vote); and WHEREAS, whenever a municipal ballot measure is authorized, Elections Code, Section 9280 provides that the City Council direct the City Clerk to transmit a copy of the measure to the City Attorney and the City Council direct the City Attorney to prepare an impartial analysis of the measure, and direct that the City Clerk provide filing requirements for primary arguments for and against the measure and for rebuttal arguments; and WHEREAS, the City Council of the City of South Gate orders the following particulars regarding the completion of an impartial analysis and submittal of ballot arguments:

Impartial Analysis:

Section 1. The City Council directs the City Attorney to prepare an impartial analysis of the Business License Tax Measure showing the effect of the measure on the existing law and the operation of the measure.

Section 2. The analysis shall include a statement indicating the measure was placed on the ballot by the governing body.

Section 3. The analysis shall not exceed 500 words in length and shall be filed within fifteen (15) days of the adoption of this Resolution.

Primary Arguments:

Section 4. The City Council authorizes members of the City Council, collectively or individually, to file written arguments in favor of the Business License Tax Measure, accompanied by the printed name(s) and signature(s) of the author(s). The argument can be changed until and including the date fixed by the City Clerk after which no arguments for or against the Business License Tax Measure may be submitted to the City Clerk. The City Clerk shall follow Elections Code, Sections 9281 through 9287, in determining the printing of all arguments in favor and against.

Section 5. Any individual voter who is eligible to vote on the measure, or bona fide association of citizens, or a combination of voters and associations, may file a written argument in favor or against the measure.

Section 6. A primary argument shall not exceed 300 words in length.

Section 7. A ballot argument will not be accepted unless accompanied by the printed name(s) and signature(s) of the author(s) submitting it, or, if submitted on behalf of an organization, the 2 5241912.1-L235.0
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name of the organization and the printed name and signature of at least one of its principal officers who is the author of the argument.

Section 8. No more than five signatures shall appear with any argument submitted. In case any argument is signed by more than five authors, the signahires of the first five shall be printed.

Section 9. The City Clerk shall include the following statement on the front cover, or if none, on the heading of the first page of the printed arguments: "Arguments in support or opposition to the proposed laws are the opinion of the authors."
Section 10. Printed arguments submitted to voters shall be titled either, "Argument in Favor of Measure" or "Argument Against Measure" accordingly, the letter or number, if any, designating the measure shall also be printed on the argument.

Rebuttal Arguments:

Section 11. When an argument in favor and an argument against the Business License Tax Measure have been selected by the City Clerk to be printed in the voter information guide, the City Clerk shall send a copy of the argument in favor of the measure to the authors of the argument against the measure and a copy of an argument against the measure to the authors of the argument in favor of the measure.

Section 12. The author or a majority of the author(s) of the argument relating to the measure may prepare and submit a rebuttal argument or may authorize in writing another person or person(s) to prepare, submit, or sign the rebuttal argument.

Section 13. A rebuttal argument shall not exceed 250 words.

Section 14. A rebuttal argument relating to the Business License Tax Measure shall be filed with the City Clerk no later than ten (10) days after the final filing date for primary arguments.

Section 15. A rebuttal argument relating to the measure shall not be signed by more than five authors or persons, shall be printed in the same manner as a direct argument, and shall immediately follow direct argument which it seeks to rebut.

WHEREAS, if more than one argument for or more than one argument against the Business License Tax Measure is submitted to the City Clerk within the time prescribed, the City Clerk shall select one of the arguments in favor and one of the arguments against the measure for printing and distribution to the voters. In selecting the argument, the City Clerk shall give preference and priority, in the order named, to the arguments of the following:
a)
b)
The legislative body, or member or members of the legislative body authorized by the body;
The individual voter, or bona fide association of citizens, or combination of voters and associations, who are bona fide sponsors or proponents of 3 5241912.1-L235.0
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the measure;
Bona fide association of citizens;
hidividual voters who are eligible to vote on the measure.

WHEREAS, the City Council has first priority to file and submit arguments for City Council sponsored ballot measures, whereby the Mayor and/or others selected by the Mayor who are qualified to sign arguments under the Elections Code to file written arguments regarding the ballot measures sponsored by the City Council; and WHEREAS, in order to enable the City Clerk to determine whether an argument is from a bona fide association of citizens, an organization or association submitting an argument for or against the Business License Tax Measure shall submit with the argument a copy of one of the following:
e)
ty
g)
h)
Its articles of incorporation, articles of association, partnership documents, bylaws, or similar documents;
Letterhead containing the names of the organization and its principal officers;
If the organization or association is a primarily formed committee established to support or oppose the measure, its statement or organization filed pursuant to the Goverent Code Section 84101 ; In selecting argument from among bona fide associations of citizens, the City Clerk shall not consider the type of documentation submitted pursuant to subdivision (a) - (c), immediately above, or the form of the association.

WHEREAS, based on the time necessary to prepare the City Attorney's impartial analysis, permitting the 10-calendar-day public examination and the timing of the arguments and rebuttals, as provided in Division 9, Chapter 3, Article 6 of the Elections Code, commencing with Section 9295, for the November 8, 2022 election, the City of South Gate adopts the following deadlines in concert with the Los Angeles County Office of Elections:

July 12, 2022 City Council ordering City Attorney to prepare Impartial Analysis
July 27, 2022 City Attorney Impartial Analysis Due July 28- August 6, 2022 10 day Public Examination Period August 7 - August 16, 2022 Primary Arguments For or Against Measure August 17 - August 26, 2022 10 day Public Examination Period August 27 - September 5, 2022 Deadline for Rebuttal Arguments September 6 - September 15, 2022 10 day Public Examination NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South Gate, California, that the provisions and sections of this Resolution, appearing above and below, are adopted and shall apply to the General Municipal Election to be held on November 8, 2022; and 4 5241912.1-L235.0
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BE IT FURTHER RESOLVED, the City Clerk is hereby directed to submit the ballot text to the qualified voters of the City of South Gate for the November 8, 2022 General Municipal Election as referenced above and as follows:

Business License Tax Measure. Shall the measure, entitled "Business License Tax Measure", which increases annual taxes and solid waste processing fees paid by Material Recovery Facilities (which have not been significantly raised in the past 25 years) to $500 plus $2.30 per ton, and to provide for increases every three years to all Business License Taxes based on cost of living increases as measured by the Consumer Price Index, be adopted?
YES
NO
The full text of the City of South Gate Business License Tax Measure Ordinance is attached as Exhibit "A": and

1. The City Clerk shall file a certified copy of this Resolution with the Los Angeles County Clerk and is hereby authorized to execute, submit, file, sign, communicate, and otherwise do whatever else is necessary to effectuate this General Municipal Election, and this ballot measure; and

2. The City Clerk is further directed to take all other administrative actions necessary to accomplish the orders set forth in this Resolution.

BE IT FURTHER RESOLVED, that in all particulars not recited by the Resolution, said election shall be held and conducted as provided by law for the conduct of general municipal elections; and
BE IT FURTHER RESOLVED, that the City Clerk shall certify to the adoption of this Resolution, which shall be effective upon its adoption. [Remainder of page left blank intentionally.]
5 5241912.1-L235.0
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PASSED, APPROVED and ADOPTED this 12'h day of July 2022.

CITY OF SOUTH GATE:

BY:

AI Rios, Mayor
ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)

APPROVED AS TO FORM
Raul F. Salinas, City Attorney
5241912.1-L235.0
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ORDINANCE NO.

CITY OF SOUTH GATE

LOS ANGELES COUNTY, CALIFORNIA

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SOUTH GATE, CALIFORNIA, AMENDING SECTION 2.08.450 (LICENSE FEES AND

PERMIT FEES FOR MATERIAL RECOVERY FACILITIES) AND ADDING SECTION 2.08.500 (BUSINESS LICENSE FEES ADJUSTMENT) OF AND TO CHAPTER 2.08 (BUSINESS LICENSE TAX) OF THF, SOUTH

GATE MUNICIPAL CODE PERT AINING TO BUSINESS LICENSE TAXES
WHEREAS, the City of South Gate ("City") is a general law city, incorporated under the laws of the State of California; and
WHEREAS, the City provides an excellent quality of life with top-notch municipal services; and
WHEREAS, the ability of the City to provide those various municipal services depends upon funding derived through various unrestricted general revenue sources such as business license taxes; and
WHEREAS, Chapter 2.08 of Title 2 of the City of South Gate Municipal Code, which has not been significantly updated in over 25 years, contains some terminology, language and rate applications that are outdated. This Ordinance will update certain vital sections to those applicable sections and tax rates, while keeping local business license tax rates generally lower than those in the surrounding southeast communities in similarly situated situations; and WHEREAS, in accordance with Article XIIIC of the California Constitution, the revised terminology, language and rates established under this Ordinance cannot be increased in the future unless the City's voters approve such an increase.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SOUTH GATE, CALIFORNIA, DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. The City Council does hereby declare that the above recitals are true and current and incorporated herein by reference, and does hereby determine that the public health, safety, and general welfare of the City and residents can benefit by amending Chapter 2.08 of the South Gate Municipal Code.

SECTION 2. Subject to the conditions set forth in Sections 5 and 6 of this Ordinance, Section

2.08.450 of the South Gate Municipal Code is hereby amended to delete the existing subsection B and to add new subsections B and C as set forth in the attached Exhibit A.

SECTION 3. Subject to the conditions set forth in Sections 5 and 6 of this Ordinance, Section

2.08.500 is added, the text of which is set forth in the attached Exhibit B.

Page I of 5
5234194.1-L235.0 467
SECTION 4. This Ordinance is not intended to modify, and does not modify, Section 2.08.020 (Purpose) of the South Gate Municipal Code, which states in part that Chapter 1.08 of the South Gate Municipal Code is enacted solely for the purpose of raising revenue for general municipal purposes. Proceeds of the business license taxes generated under said Chapter 2.08 will be deposited into the General Fund of the City and can be spent for any lawful, municipal, unrestricted general revenue purposes.

SECTION 5. This Ordinance will impose, extend and/or increase a general tax imposed by the City. As required by Article XIIIC of the California Constitution, any such imposition, extension or increase may not take effect unless approved by a vote of the people (but may be repealed or amended without a vote of the people). Therefore, the City shall submit this Ordinance to the people of the City of South Gate in accordance with applicable law and pursuant to Section 6 below, so that they may vote to approve or disapprove this Ordinance and affirm that the following actions will not constitute an increase in the rate of a tax:

A.

B.

C.

D.

The restoration of the rate of the tax to a rate this no higher than that set by this Ordinance if the City Council has acted to reduce the rate of the tax.

An action that interprets or clarifies the methodology of the tax, or any definition applicable to the tax, so long as interpretation or clarification is not inconsistent with the provisions of Municipal Code Chapter 2.08.

The establishment of a class of person that is exempt or excepted from the tax or the discontinuation of an exemption or exception (other than the discontinuation of an exemption or exception specifically set forth in Chapter 2.08).

The collection of the tax imposed by Chapter 2.08, even if the City had for some period of time failed to collect the tax.

SECTION 6. This Ordinance will not take effect until ten days after the certification of its approval by a majority of the voters of the City voting at the General Municipal Election to be held on November 8, 2022, pursuant to Elections Code Section 9217. If this Ordinance is approved by a majority of the voters and becomes effective, the amended and restated provisions of Chapter 2.08 established by this Ordinance will take effect on January 1, 2023. If this Ordinance is not approved by a majority of the voters at that General Municipal Election, then this Ordinance shall have no effect.

SECTION 7. If any section, subsection, subdivision, sentence, clause, phrase, or portion of this Ordinance or the application thereof is for any reason held to be invalid or unconstitutional by a decision of any court of any competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each and every section, subsection, subdivision, sentence, clause, or phrase thereof, not declared invalid or unconstitutional without regard to whether any poition of the Ordinance would be declared invalid or unconstitutional.

SECTION 8. To the extent the provisions of the South Gate Municipal Code as amended by this Ordinance are substantially the same as the provisions of that Code as they read imi'nediately prior to the adoption of this Ordinance, then those provisions shall be construed as continuations of the earlier provisions and not as new enactments.

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SECTION 9, The City Manager and his designees are hereby authorized and directed to take all steps necessary to place this Ordinance on the ballot for the November 8, 2022, General Municipal Election as contemplated above, and to take all other actions which they deem reasonably necessary to carry out the intent of this Ordinance.

SECTION 10. The City Clerk shall certify to the adoption of this Ordinance and shall cause a copy of the same to be published in a manner prescribed by law.

PASSED, APPROVED and ADOPTED this day of 2022.

CITY OF SOUTH GATE:

By:

AI Rios, Mayor
ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

Raul F. Salinas, City Attorney

5234194.1-L235.0 469
Exhibit A
Modifications to Section 2.08.450 of the South Gate Municipal Code

2.08.450 License fees and permit fees for material recovery facilities A. Business Permit Required. Prior to the issuance of a business license, the operator of a material recovery facility shall apply for and obtain a business permit. The fee for such a business permit shall be as set forth in the South Gate fee resolution.

The business permit issued to the operator of the material recovery facility shall require compliance with the conditions and requirements set forth in Section 2.10.725(B) of this code.

B. Business Liccnsc Tax (Calcndar Ycar) and Gross Reccipts Tax/permit Fee (Quartcrly).

The operator of a material rccovery facility shall pay to the liccnse collcctor a bu',incss liccnsc tax in thc sum of scvcnty dollats on or bcforc thc first day of January of cach calcndar ycar, plus a gross rcccipts tax in the sum of ten pcrccnt of thc gross rcccipts collcctcd from the opcration of thc scalc wcighing thc solid wastc for disposal at thc material rccovcry facility. Notwithstanding thc abovc, the opcrator of a material rccovcry facility may pay thc city a permit fcc in an amount and undcr thc tcrms and conditions sct forth in a writtcn agrccmcnt betwccn the opcrator and the city, in licu of paying thc gross rcccipts tax. Thc gross rcceipts tax or permit fcc establishcd in this subsection, or by writtcn agrecmcnt, as the casc mast bc, shall bc payablc quartcrly during each busincss liccnsc ycar.

B, Business License Tax (Calendar Year) and Gross Receipts Tax/Permit Fee (Quarterly).

The operator of the material recovery facility shall pay to the license collector a business license tax in the sum of five hundred dollars on or before the first day of January of each calendar year, plus a fee of $2.30 per ton of Solid Waste processed at such facility. For purposes of this section, Solid Waste means putrescible and non-putrescible refuse, special waste, recyclable materials, construction and demolition debris, green waste, and organic waste this is handled, processed or brought to the facility by their own operations or third-parties. However, this fee shall not become effective upon a business which has an unexpired written in-lieu fee agreement prior to January 1, 2022. In those cases, if any, the new fee shall become effective upon the expiration of the agreement.

C. Written Agreement. The City Council is permitted to enter into an in lieu fee written agreement with a material recovery facility to pay a fee that is different than that specified in Section 2.08.450 (B) if the City Council determines the interests of the city would be served and both parties are willing to enter in such an agreement. However, in no case shall such an agreed upon fee be lower than the fee assessed under Section 2.08.450 (B) at any time during the life of said agreement.

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Exhibit A
New South Gate Municipal Code Section 2.08.500

2.08.500 Business License Fees Adjustment.

The business license rates provided under Chapter 2.08 will be subject to an automatic Consumer Price Index (CPI) adjustment every three (3) years beginning on January 1, 2024.

Each CPI adjustment increase will be calculated by computing the percentage upwards change in the annual average, if any, in the CPI index for the previous three - year period ending in June of the prior year and multiplying that percentage change against the applicable business license tax rate placed upon any legally permitted business within the city under Chapter 2.08. The Consumer Price Index used will be the Consumer Price Index - All Urban Consumers for Los, Angeles-Riverside-Orange County, CA, not seasonally adjusted, all items index, annual average, as published by the United States Department of Labor, Bureau of Labor Statistics, or any successor agency.

By way of example using hypothetical figures, the calculation to determine the CPI adjustment multiplier will be as follows:

1. CPI Annual Average ending June 2024 310

2. CPI Annual Average ending June 2021 280

3. Change in Index (Line I minus Line 2) 30
% Increase (30 divided by 280 =. 107%) x $100 tax rate = $10.71 increase in the tax rate.

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CITYMANA8ER'S OFFICE Item No. 14
JUL 0 6 2022
ff)'. ll>m
Ciffl of South Gate

CITY COUNCIL

AG-ENIDA JBYLL
For the Regular Meeting of: July 12, 2022
Originating Department: Public Works
SUBJECT: APPROVAL OF MASTER COOPERATIVE AGREEMENT ("MCA")

WITH LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ("METRO") FOR THE WEST SANTA ANA BRANCH LIGHT RAIL PROJECT ("WSAB")
PURPOSE: In order for Metro to proceed with the development of the WSAB light rail project, they need several agreements with local jurisdictions along the designated route. The MCA establishes process and procedures for dealing with the light rail construction project that are to be followed by the City, specifically relating to the public right-of-way and existing City facilities.

RECOMMENDED ACTION: The City Council wilI consider:
a. Approving the Master Cooperative Agreement ("MCA") with the Los Angeles County Metropolitan Transportation Authority as is necessary for the implementation of the West Santa Anan Branch Light Rail Project;
b. Authorizing the Mayor to sign the Master Cooperative Agreement in a form acceptable to the City Attorney; and
c. Authorizing the City Manager or his/her designee to enter into any agreements, permits or other actions that are listed and planned within the MCA.

FISCAL IMPACT: It is anticipated the fiscal impacts will be nominal at this time. The full impact cannot be determined at this time since plans are only at 15% of completion; however, staff has reserved the right to negotiate any costs not reimbursed by the MCA, to be counted toward the City's local match as required under the Measure M tax measure.

ANALYSIS: The WSAB Project is a 19-mile light rail corridor from downtown Los Angeles to the City of Artesia. There are two planned stops within the City of South Gate, one at Atlantic Ave and Firestone Boulevard and the other on Century Boulevard, east of Garfield Ave, just north of the 105 Freeway. The WSAB will be a significant public transportation facility along the entire 19-mile corridor. This portion of the project, while within the existing railroad right- of-way, will have impacts upon existing infrastructure such as utilities, sidewalks, traffic signals, I
472
street medians and streets, to name a few. The first segment of project is estimated to take up to ten years to construct (Slauson/A Line station to the City of Artesia) before it is operational.

The Master Cooperative Agreement summaries the roles and responsibilities the two agencies have in such areas as:
* Design Approvals
* Construction Plan Coordination
* Re-Construction of Infrastructure
* Maintenance of the new Facilities
* Other Support Services
Primarily, the City's role is providing Metro with requested information, reviewing plans as they relate to public right-of-way within our jurisdiction, issuing any permits, and in some limited cases, undertaking work requested by Metro.

The cities of Downey, Bell, Paramount, and Huntington Park have already approved their respective version of this agreement with Metro. City staff has been negotiating the agreement for nearly a year to protect the City from possible exposure to issues that may arise, given the plans are only 15% complete, and the actual construction will take nearly a decade to complete once started. The agreement itself is a 53-page document so the time spent reviewing each section was important as personnel at the City and Metro will likely change during the course of the project and any institutional knowledge of discussions could be lost if not properly documented. In addition, the City will be responsible for paying for anything classified as a "Betterment" by Metro.

A "Betterment" is defined as work which is either outside the required scope of the WSAB project or outside the project definition in the environment documents. An example of a "Betterment" could be upgrading a storm drain from an existing size to a larger size to accommodate potential future increased volumes, or maybe improving curb ramps on the opposite side of the street at the time the project is upgrading curb ramps adjacent to the project.

As stated, the environmental documents are not completed, and the design level is only at 15% completion. While there is a significant amount of information produced already, there are several finer points related to the project's ultimate design and construction which are unknown at this time. These finer points could be contested as a "Betterment" by Metro, while the City may view them as within the scope of the project. This will be further assessed as the project design progresses.

Eventually the City Council will also be asked to consider and approve agreements such as the 3% local match and First & Last Mile improvements. Under Metro's procedures, these agreements are only negotiated and dealt with once the MCA and the project progresses to 30% design.

Background: Metro is preparing for the development of the WSAB Project. The project goals are to provide mobility improvements, support local and regional land-use plans and policies, 2 473
minimize environmental impacts, ensure cost effectiveness and financial feasibility, and promote equity.

Metro's Long Range Transportation Plan (LRTP) financial forecast, as amended, projects the ISt phase to be $4 billion. A total of $1 billion and $3 billion in Measure M funding becomes available in FY 2028 and FY 2041, respectively.

The project was estimated to cost $4.1 to $5.1 billion, according to Metro. The Draft EIS/EIR project cost estimates for the alternatives, based on 1 5% level of design, are higher than the prior estimate in the Measure M Ordinance and Long-Range Transportation Plan. The entire cost of the project from the southern terminus to downtown Los Angeles increased from $4 billion to $8.567 billion (not including Little Tokyo Station), in current dollars, according to the Metro Board Report dated January 19, 2022.

Project development is broken down into five milestones - feasibility, environmental, design, construction, and post-construction. The project is in the environmental phase and is undergoing an Environmental Impact Statement/ Report which was released in 2021. The project is in the 15% design completion stage. Construction of the first segment is scheduled to begin in 2023 and be completed in 10 years.

ATTACHMENT: Master Cooperative Agreement
IB:lc
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MASTER COOPERATIVE AGREEMENT FOR THE DESIGN,

CONSTRUCTION AND OPERATION AND MAINTENANCE OF A

PORTION OF THE WSAB PROJECT

BETWEEN

THE CITY OF SOUTH GATE
AND

THE LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY [INSERT DATE]

EFFECTIVE DATE
CONTRACT NO [@]
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ARTICLE
ARTICLE 1 . SCOPE AND DURATION .

ARTICLE 2. GENERAL OBLIGATIONS

CONTENTS
ARTICLE 3. DESIGN .

ARTICLE 4.

ARTICLE 5.

ARTICLE 6.

ARTICLE 7.

ARTICLE 8.

ARTICLE 9.

CONSTRUCTION ..........

BETTERMENTS ..................................................

OPERATION AND MAINTENANCE .....................

REIMBURSEMENT AND CREDITS ......................

INDEMNITY, WARRANTIES AND INSURANCE....

RESOLUTION OF DISPuTES................................

ARTICLE 10.

ARTICLE 1l .

MISCELLANEOUS.

DEFINITIONS AND INTERPRETATION.

EXHIBIT 1- PROJECT DESCRIPTION ..........................................

EXHIBIT 2 - PROJECT PHASES AND PROJECT SCHEDULE .....

EXHIBIT 3 - PROJECT SITE ..

EXH BIT 4 - ROLES AND RESPONSIBILITIES
EXHIBIT 5 - DESIGN REQUIREMENTS ........................................

EXHIBIT 6 - LACMTA SUBMITT AL REVIEW PROCEDURE
EXHIBIT 7 - CONSTRUCTION REQUIREMENTS .........................

EXHIBIT 8 - INSPECTION AND ACCEPT ANCE PROCEDURE ....

EXHIBIT 9 - OPERATION AND MAINTENANCE PRINCIPLES .....

EXHIBIT 10 - FORMS .............

EXHIBIT 11- GOVERNMENT AL AND LENDER REQUIREMENTS .

CONTRACT NO [@]
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PAGE
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This Agreement is entered into by and between the City of South Gate (the "City"), and the Los Angeles County Metropolitan Transportation Authority ("LACMTA").

RECIT ALS
LACMTA proposes to develop and open a new light rail transit line known as the West Santa Ana Branch Transit Corridor Project (as more fully defined in Article 11 (Definitions and Interpretation), the"WSAB Project"). As at the date of this Agreement, the WSAB Project is undergoing an Environmental Impact Statement (ELS)/Environmental Impact Report (EIR) process.

The WSAB Project will serve various cities and communities including the City and the City intends, by this Agreement, to facilitate the development and implementation of the WSAB Project and in particular the City Portion of the WSAB Project.

The Measure M ordinance requires local jurisdictions to pay three per cent of the total project cost of a major Measure M rail project (known as the "3% Contribution"). This Agreement does not address, and is not intended to address any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City. Any terms and conditions with respect to any 3% Contribution for the WSAB Project by the City, including any terms relating to any in-kind contributions, will be discussed, negotiated and agreed by LACMTA and the City under a separate agreement.

LACMTA and the City wish to enter into this Agreement in order to identify the rights and obligations between them in connection with the development and implementation of the WSAB Project.

In consideration of the mutual covenants of the Parties as set out below, the Parties hereby agree as follows:

ARTICLE 1. SCOPE AND DURATION
Scope of Agreement
(a) The City has acknowledged the WSAB Project as a high priority public works project to provide LACMTA with expedited review and approval procedures in connection with design, design reviews, permitting, property acquisition, and other authority to be exercised by the City relating to the WSAB Project and/or this Agreement. The Parties acknowledge that this Agreement is being entered into while the environmental process is ongoing and the final ELS/EIR is being prepared and the signing of this Agreement by the City does not prejudice its right to participate in the environmental process nor does it predetermine the outcome of that process. (b) The Parties have entered into this Agreement to:
(i) acknowledge the intended scope, schedule and site for the WSAB Project as set out in EXHIBIT I (Proiect Description), EXHIBIT 2 (Proiect Phases and Proiect Schedule) and EXHIBIT 3 (Proiect Site) respectively; and
(ii) define the applicable procedures, manage the interfaces and regulate the roles and responsibilities and allocation of costs between LACMTA and the City, in respect of the design, construction, operation and maintenance of the WSAB Project as it relates to the City Portion and any Rearrangements.
(C) LACMTA may procure the design, construction, operation and maintenance of the WSAB Project, including the City Portion, under multiple procurements and contract packages and may self-perform parts of the design, construction, operation and maintenance of the WSAB Project, including the City Portion. As at the date of this Agreement, LACMTA contemplates:
(i) procuring the performance of the Enabling Works by one or more LACMTA Contractors under one or more contractual packages;
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(ii) procuring the P3 Project Scope by a LACMTA Contractor under a design, build, finance, operate and maintain agreement; and
(iii) retaining responsibility for performance by LACMTA or LACMTA Contractors of the LACMTA Retained Scope.
(d)
(e) The City acknowledges and agrees that LACMTA may change the contracting and procurement strategy and plan forthe WSAB Project,including the City Portion, described in Section 1.1 (c) (Scope of Aqreemenfl in its sole discretion. The City further acknowledges that as at the date of this Agreement, the WSAB Project is in the Planning and Procurement Phase and LACMTA may elect:
(i) not to proceed with the WSAB Project; or (ii) to amend the scope of the WSAB Project, each in its sole discretion.
(f) LACMTA shall promptly notify the City of any changes to its contracting and procurement strategy or to the scope of the WSAB Project that has or is reasonably likely to have an impact on the scope, schedule or roles and responsibilities for the City Portion or the provisions and procedures set out under this Agreement. The Parties shall use good faith efforts to agree any amendments or supplements to this Agreement necessary to be made as a result of any such change notified by LACMTA to the City.

Duration of Agreement
This Agreement (and all of the rights and obligations under this Agreement) will come into effect on the Effective Date and continue until the first day on which passenger service on the WSAB Project commences, unless terminated earlier in accordance with the provisions of this Agreement or extended in accordance with Article 6 (Operation and Maintenance) (the"Term").

ARTICLE 2. GENERAL OBLIGATIONS
Governance
(a) The roles and responsibilities of the City and LACMTA are set out in EXHIBIT 4 (Roles and Responsibilities'.
(b) The City and LACMTA shall each designate an individual or individuals who will be authorized to make decisions and bind the Parties on matters relating to this Agreement (the "City Representative" and "LACMTA Representative", respectively). EXHIBIT 4 (Roles and Responsibilities) provides initial designations. Either Party may change its designated representative by providing seven days' prior Notice to the other Party. (C) LACMTA may establish Working Groups in relation to the WSAB Project or particular aspects of the WSAB Project for the purposes of providing a non-binding forum for LACMTA, the LACMTA Contractors and other attendees to monitor the progress of the WSAB Project, to consider issues, Or potential issues, and to present, understand and discuss proposed solutions with respect to the WSAB Project. On LACMTA's written request, the City shall ensure the attendance (in person or via videoconference or teleconference) of the City Representative (or a delegate) at any Working Group meeting held with respect to the City Portion during normal business hours and upon reasonable 2 478
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notice. Any Working Group meeting attended by the City Representative (or a delegate) is consultative and advisory only and nothing which occurs during any such Working Group meeting and no information that is presented during any such Working Group meeting will:
(i) affect the rights or obligations of either Party under this Agreement; (ii) entitle a Party to make any claim against the other; (iii) relieve a Party from, or alter or affect, a Party's liabilities or responsibilities whether under this Agreement or otherwise according to Applicable Law; (iv) prejudice a Party's rights against the other Party whether under this Agreement or otherwise according to Applicable Law; or
(V) be construed as a direction by a Party to do or not do anything.

2.2 Annual Work Plan
LACMTA and the City will cooperate to develop an agreed Annual Work Plan for each LACMTA Fiscal Year during the Term, in accordance with the following provisions:
(i) not later than February 28 of each LACMTA Fiscal Year during the Term (or in the case of the first partial LACMTA Fiscal Year during the Term, no later than 30 days after the date of this Agreement), LACMTA shall provide the City with information with respect to anticipated Work Orders, including a list of each item of work or scope of activities or services that LACMTA anticipates to request or require from the City during the upcoming LACMTA Fiscal Year, and the estimated start and finish dates for the item of work or scope of activities or services that LACMTA anticipates to request or require from the City (ii) within 30 days after the City's receipt of the required information from LACMTA pursuant to Section 2.2(a)(i) (Annual Work Plane, the City shall submit a preliminary annual work plan to LACMTA for the upcoming LACMTA Fiscal Year, which will include an estimate of the Costs under the anticipated Work Orders for which the City shall require reimbursement; (iii) promptly and in any event within 15 days' affer LACMTA receives the preliminary annual work plan from the City pursuant to Section 2.2(a)(ii) (Annual Work Plane, the City and LACMTA will meet to review the preliminary work plan and negotiate in good faith such issues as are necessary in order to finalize and agree the annual work plan for the upcoming LACMTA Fiscal Year; and
(iv) not later than April 30 of the then current LACMTA Fiscal Year, LACMTA shall notify the City of the agreed annual work plan for the upcoming LACMTA Fiscal Year (each such agreed annual work plan, an "Annual Work Plan").

Section 2.3(e) (Work Orders) shall apply notwithstanding that the Parties may agree an Annual Work Plan setting out the schedule of anticipated Work Orders.

2.3 Work Orders
If the City is required to perform work and/or provide support and/or services under the provisions of this Agreement or LACMTA requests that the City peform work and/or provide support and/or services under the provisions of this Agreement, the City shall submit a Form 60 to LACMTA to estimate the total effort and Costs for which the City shall require reimbursement with respect to that scope of work.

If LACMTA approves a Form 60 submitted to it by the City with respect to a scope of work under Section 2.3(a) (Work Orders) without requiring any changes or additions, LACMTA will issue a Work 3 479
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Order to the City for such scope of work and following receipt of that Work Order, the City must promptly commence the work authorized under that Work Order.

Each Work Order issued by LACMTA to the City in accordance with this Agreement shall specify the work authorized to be performed and any materials or equipment to be acquired, the amount of money that the City will be reimbursed for the authorized work as agreed under the applicable Form 60, and a schedule, including the estimated starting and finishing dates for the authorized work.

If LACMTA requests changes or additions (including any additional or supplemental provisions) to a Form 60 submitted to it by the City with respect to a scope of work under Section 2.3(a) (Work Orders) prior to issuing a Work Order, the Parties shall negotiate in good faith such changes or additions.

Upon agreement of any such changes or additions (and any necessary City council approval for such changes or additions), LACMTA will issue a Work Order to the City for the applicable scope of work, with the agreed changes or additions and following receipt of that Work Order, the City must promptly and without delay (and in any case within 10 days of issuance by LACMTA) accept any agreed changes or additions to the applicable Form 60 by counter-signing the Work Order or otherwise by written acceptance by the City Representative, in each case followed by prompt commencement of the work authorized under that Work Order. If the City fails to accept the Work Order within 10 days, the Work Order will be deemed to be accepted by the City. Nothing in this shall prohibit LACMTA from approving a Form 60 under Section 2.3(b) (Work Orders) in part and authorizing the City to commence the approved part of the scope of work in accordance with that Form 60.

The City shall not be authorized to do any work and shall not be paid, credited or reimbursed for costs or expenses associated with any work performed in connection with a Rearrangement or the City Portion or otherwise under the provisions of this Agreement, that is not expressly authorized by a Work Order, as may be amended pursuant to Section 2.3(f) (Work Orders'.

Except in the case of a change required due to an emergency (which notification may be given orally and any emergency work commenced before being confirmed in writing to LACTMA within three days), the City may submit proposed changes to a Work Order in writing to LACMTA for approval, such approval to not be unreasonably withheld or delayed. If approved, the City may perform the work in accordance with the authorized change.

LACMTA may terminate any Work Order at any time at its sole discretion, provided that the City will be entitled to reimbursement in accordance with this Agreement for Costs, if any, already incurred.

The City shall promptly notify LACMTA if at any time it anticipates:
(i) exceeding 75% of the total estimated Costs under any Work Order within the next 60 days; (ii) that the total Costs under any Work Order will be in excess of 10% greater than previously estimated Costs; or
(iii) that the estimated finishing date will be later than the date stated in the Work Order, and shall request an amendment to such Work Order pursuant to Section 2.3(f) (Work Orders'.

2.4 Project Schedule
The City agrees to cooperate and coordinate with LACMTA in accordance with the provisions of this Agreement in order for LACMTA to achieve the Project Schedule and subject to LACMTA agreeing to the reimbursement of the cost of the applicable resources in accordance with Section 2.3 (Work and 7.1 (Reimbursements to the City), to allocate sufficient staff and other resources necessary to provide the level of service required to meet the scope of work and work schedules, review periods and timelines identified in this Agreement and any Work Orders. If the City determines that, notwithstanding its compliance with its obligations under this , additional personnel or other resources (including through the use of City Contractors) are required to mitigate the risk of 4 480
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delay in performing the scope of work within the defined schedule, the City may submit a proposed change to a Work Order in accordance with Section 2.3(f) (Work Orders'.

If the City fails to carry out any work or obligations for which it is responsible under the provisions of this Agreement and/or any Work Order in accordance with the work schedules, review periods and timelines identified in this Agreement and the applicable Work Order, and such failure is attributable to the City, then, to the extent such delay directly causes: (i) LACMTA to incur additional costs; or (ii) a delay to the WSAB Project, the City must reimburse LACMTA for all actual and documented costs and expenses incurred or arising out of such delay. The City shall pay such costs to LACMTA within 90 days of receiving an invoice from LACMTA. If the Parties agree, LACMTA may deduct the amount due from the City to LACMTA pursuant to this from payment(s) due to the City.

Without limiting any other rights under this Section 2.4 if: (i) the City fails to carry out any work for which it is responsible under the provisions of this Agreement in accordance with the work schedules, review periods and timelines identified in this Agreement and the applicable Work Order; or (ii) LACMTA reasonably determines that the City will be unable to timely complete such work, LACMTA may by Notice to the City suspend the affected element of the City's work and LACMTA may peform the remaining work. If LACMTA takes over work in accordance with this , the City shall cooperate and assist LACMTA in accordance with the provisions of this Agreement.

To the extent a failure by LACMTA to perform its work and obligations in accordance with the work schedules, review periods and timelines identified in this Agreement and/or any Work Order results in a delay to the performance of the City's work under a Work Order, the City will be entitled to an equivalent extension to the affected deadline and any other relief expressly contemplated under the provisions of the applicable Work Order.

2.5 Permits
(a) The Parties acknowledge that pursuant to Applicable Law, LACMTA is not subject to zoning, building or design review, or construction permitting ordinances of the City when constructing the City Portion.

Without prejudice to Section 2.5(a) (Pem'iits) or the requirements set out in EXHIBIT 7 (Construction Requirements':
(i) the City will issue a blanket Permit Notification to cover the City Portion; (ii) for those permits and fees set out in the Permit Notification, the City will not exercise or otherwise attempt to assert permitting authority over, and will not require the payment of fees or the posting of bonds for or insurance by LACMTA or any LACMTA Contractor for, any work contemplated in the City Portion or otherwise under the provisions of this Agreement; (iii) any processing procedures or timelines specified in the Permit Notification will be aligned with the procedures and timelines specified in this Agreement and will otherwise be streamlined as necessary to assist in the timely delivery of the City Portion in accordance with the Project Schedule; and
(iv) except for Cost reimbursement expressly provided under a Work Order, the City waives the payment of any permit Costs for permits identified in the Permit Notification.

To the extent any conflicts exist or arise between the provisions oT the Permit Notification and the provisions of this Agreement, the provisions of this Agreement shall govern.

If requested by LACMTA, the City will provide reasonable assistance to LACMTA and the LACMTA Contractors in relation to any application by LACMTA or a LACMTA Contractor for a Governmental Approval or other Governmental Entity or third party approval relating to or arising from, the design, construction, operation or maintenance of the City Portion. 5 481
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Without prejudice to the generality of Section 2.5(d) (Permits', the City acknowledges and agrees that unless otherwise agreed between LACMTA and the City, LACMTA may prepare, subject to concurrence by the City (which concurrence may not be unreasonably delayed or withheld), plans and applications for the establishment of street and pedestrian crossings with LACMTA's rail transit tracks, their subsequent maintenance or alteration and their operation, for submission to the CPUC.

To the extent required by Applicable Law, the state fire marshal and the City fire department shall review such plans and specifications and perform inspections as needed throughout the Construction of the City Portion.

2.6 Coordination of Work
Except in the case of Adjacent Work required as a result of an emergency (which notification and coordination may occur as soon as reasonably practicable affer the occurrence of the emergency), the City will promptly notify LACMTA upon becoming aware of any proposed or planned Adjacent Work and will take all reasonable actions within its powers, to coordinate the design and peformance of any Adjacent Work with LACMTA so that such Adjacent Work shall not pose a safety hazard or interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion including by:
(i) complying with the provisions of this Section 2.6 and LACMTA's standard procedures for Adjacent Works;
(ii) to the extent requested by LACMTA following its initial screening taking into account proximity of the Adjacent Work to the City Portion, adjacency conditions, and the potential to impact the City Portion and otherwise conducted in accordance with LACMTA's standard procedures for Adjacent Works, delivering copies of designs and plans for the Adjacent Work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the Adjacent Work and to approve the final designs and plans for the Adjacent Work; and (iii) to the extent LACMTA reasonably determines and notifies the City that the Adjacent Work will, in whole or in part, pose a safety hazard or interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion, coordinating the Adjacent Work or suspending the Adjacent Work or the relevant part of the Adjacent Work (as applicable).

The City will, and will take all reasonable actions within its powers to ensure that any City Contractor or third party performing any Adjacent Work, City Construction Work or City Maintenance Work is obligated under contract and/or a permit process to:
(i) fully co-operate and coordinate with LACMTA and the LACMTA Contractors including:
(A) attending interface definition and coordination meetings upon reasonable request; and
(B) providing any other interface data reasonably requested by LACMTA or the relevant LACMTA Contractor and necessary to complete interface coordination:
(ii) perform the Adjacent Work, City Construction Work or City Maintenance Work (as applicable) so as to minimize any interference with or disruption or delay to construction, operation or maintenance of the City Portion or any other part of the WSAB Project; (iii) comply with LACMTA's or the relevant LACMTA Contractor's site access, track allocation/work permit procedures and work health and safety policies and procedures; and (iv) promptly advise LACMTA of all matters arising out of the Adjacent Work, City Construction Work or City Maintenance Work (as applicable) that may interfere with, disrupt, delay or otherwise have an adverse effect upon the City Portion or any other part of the WSAB Project. 6 482
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2.7 Franchise Rights
(a) After receipt of a written request from LACMTA for the City to exercise its franchise rights with respect to a utility whose facilities conflict with the City Portion, the City will:
(i) within 10 days of receipt of such written request, coordinate with LACMTA to send written notice to the applicable utility owner instructing it to relocate or remove the conflicting utility at that utility owner's expense pursuant to the City's franchise rights; (ii) within the time periods required under the applicable local, state and/or federal government codes, send all such notices as are required to be submitted for each of the processing steps required by local, state, and federal government codes in order for the City to exercise its franchise rights with respect to that conflicting utility (including, at a minimum, a utility claim letter, record ofinvestigations, draft utility agreements and/or utility certifications); and (iii) undertake subsequent enforcement actions to enforce its franchise rights with respect to that conflicting utility in the event no action is taken by the applicable utility owner in response to a notice issued under Section 2.7(a) (Franchise Riqhts). (b)
(C) Following the exercise of the City's franchise rights with respect to a conflicting utility pursuant to Section 2.7(a) (Franchise Riqhts), the City will coordinate the design and performance of the utility relocation or removal work performed by the utility owner with LACMTA so that such utility relocation or removal work shall not interfere with, disrupt or delay the design, construction, operation or maintenance of the City Portion including by:
(i) delivering copies of all designs and plans for the utility relocation or removal work to LACMTA and giving LACMTA the right to review and comment on the designs and plans for the utility relocation or removal work and to approve the final designs and plans for the utility relocation or removal work; and
(ii) otherwise complying with Section 2.6 (Coordination of work) with respect to the coordination of the utility relocation or removal work.
(d) LACMTA's approval of a utility owner's design under Section 2.7(c)(i) (Franchise Riqhts) will not relieve the relevant utility owner or its contractors from professional liability (errors and omissions) as the design engineer of record for any utility relocation or removal work peformed by the utility owner or its contractors.

2.8 Governmental and Lender Requirements
If the WSAB Project is subject to financial assistance provided by loan agreements with the u.s. Department of Transportation, Federal Transit Administration, other Governmental Entities, and/or financial institutions providing grants, funding or financing, the Parties will comply with the terms and conditions set outin EXHIBIT 1'l (Govemmental and Lender Requirements) and any additional prescribed governmental and lender requirements set out in a Work Order or otherwise under the applicable grant, funding or financing agreements notified to the City.

2.9 Access
If, prior to LACMTA's scheduled date of commencement of Construction work in a part of the City Portion, any Rearrangement is necessary to eliminate a conflict, the City may grant to LACMTA and/or its designee sufficient rights, if necessary, to allow LACMTA to proceed with investigation of existing conditions and the 7 483
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Construction of that part of the City Portion in accordance with the Project Schedule; provided, however, that such grant does not unreasonably and adversely interfere with the provision of City's services to the public, or affect public health and safety; and provided further, that the City is permitted under Applicable Law to grant such right.

2.10 Discretions
Except as otherwise expressly provided in this Agreement, all determinations, consents, waivers, or approvals of a Party under this Agreement must not be unreasonably withheld, conditioned, or delayed.

ARTICLE 3. DESIGN
Design Responsibilities
(a) Except to the extent of any Design work requested to be performed by the City under (Desiqn Responsibilities', LACMTA will (directly or through LACMTA Contractors) design all Rearrangements and produce all Design Documentation relevant to those works in accordance with the provisions of this Agreement. LACMTA shall be responsible for any errors and omissions in the Design Documentation prepared by LACMTA or a LACMTA Contractor. (b) LACMTA may request and authorize the City to perform Design work and/or provide support services with respect to the Design of a Rearrangement pursuant to the procedures set out under Section 2.3 (Work Orders'. The City shall diligently peform and shall ensure that any City Contractor diligently performs, such Design-related activities in accordance with the provisions of the applicable Work Order and this Agreement. The City shall be responsible for any errors and omissions in any Design Documentation prepared by the City or a City Contractor.

3.2 Design Requirements
The Designs of the Rearrangements shall comply with the requirements set out in EXHIBIT 5 (Desiqn Requirements'.

3.3 Design Review Procedure
(a) LACMTA will submit, and will require that the LACMTA Contractors submit, the Designs for any Rearrangements to the City for review in accordance with the procedures set out in EXHIBIT 6 (LACMTA Submittal Review Procedure) and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.
(b) The City will carry out the review and approval of the Designs for the Rearrangements in accordance with the procedures and the review periods set out in EXHIBIT 6 (LACMTA Submittal Review and otherwise in accordance with the provisions of this Agreement and any applicable Work Orders.
(C) LACMTA is exempt from submitting any Design for Construction work within the City Rights-of-Way to the City for City's review and approval where:
(i) LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA owns and maintains the structure or physical element; or
(ii) the work is related to utility trenching and shoring within OSHA guidelines and the relevant LACMTA Contractor is OSHA certified.
and without prejudice to the foregoing, the City further acknowledges that as between LACMTA and the City, LACMTA has sole discretion to determine whether, and which, features or facilities are required in order for LACMTA to comply with its obligations under Applicable Law in connection with the WSAB Project (whether or not situated within the City Rights-of-Way) including the ADA and in 8 484
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the case of its obligations under the ADA to determine whether matters are technically infeasible; provided, however, in making such determination, LACMTA shall utilize current rules and regulations promulgated under the ADA, and guidelines issued by federal agencies in accordance with the ADA, including but not limited to The ADA Best Practices Tool Kit for State and Local Governments published by Civil Rights Division of the u.s. Department of Justice.

3.4 Design Development
The Parties acknowledge and agree that:
(a) the Basis of Design will establish the detailed scope, limits of work, specifications and requirements applicable to the Designs for any Rearrangements; and (b) the Design Documentation for any Rearrangements will be submitted for review progressively in Packages and:
(i) with respect to the Design for any Rearrangements that are part of the Enabling Works, LACMTA and the applicable LACMTA Contractor will retain responsibility for defining the scope and timing of delivery of the Packages at each stage of Design; and (ii) with respect to the Design for any Rearrangements that are part of the P3 Project Scope, the P3 Developer will have responsibility for defining the Packages as part of its design management plan for the P3 Project Scope.

City Standards
(a) The City agrees that it shall not adopt any new City Standards or otherwise amend or supplement any existing City Standards or its interpretation or application of any existing City Standards, for the sole or primary purpose of affecting the WSAB Project. (b) Subject to Section 3.5(a) and (c) (City Standards', the Parties acknowledge that the City may adopt new City Standards not listed in EXHIBIT 5 (Desiqn Requirements) or amend or supplement existing City Standards listed in EXHIBIT 5 (Desiqn Requirements) during the Term, provided that the City shall promptly (and in any case within 15 days' of adoption) notify LACMTA of any changes or additions to the City Standards adopted during the Term. (C) Any changes or additions to the City Standards applicable to a Rearrangement affer the establishment of the Basis of Design for that Rearrangement shall be considered a "Betterment" for the purposes of this Agreement.

Changes to Design
(a) If LACMTA wishes to amend the Final Design for a Rearrangement for which it is responsible prior to completion of Construction of that Rearrangement, it must submit the amended Design Documentation to the City and EXHIBIT 6 (LACMTA Submittal Review Procedure) will apply as if the Design Documentation is for the Final Design.
(b) LACMTA may use or may allow the relevant LACMTA Contractor to use, the amended Final Design for Construction prior to approval by the City if and only if the amendment to the Final Design is: (i) minor; (ii) does not adversely impact the relevant Rearrangement; and (iii) is necessary to overcome an issue which has arisen or become evident since the Final Design was initially approved.

ARTICLE 4. CONSTRUCTION
Construction Responsibilities
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(a) Except to the extent of any Construction work requested to be performed by the City under Section 4.1 (b) (Construction Responsibilities', LACMTA (directly or through the LACMTA Contractors) will be responsible for the Construction of all Rearrangements and shall diligently perform and shall ensure that any LACMTA Contractor diligently peforms, all such Construction in accordance with the provisions of this Agreement.
(b) LACMTA may request and authorize the City to perform Construction work with respect to a Rearrangement and/or provide Construction support services pursuant to the procedures set out under Section 2.3 (Work Orders'. The City shall diligently perform and shall ensure that any City Contractor diligently performs, all such Construction work and/or support services in accordance with the provisions of the applicable Work Order and this Agreement.

4.2 Construction Requirements
The Construction of the Rearrangements and any other Construction work performed in the City Rights-of- Way in connection with the WSAB Project shall comply with the requirements set out in EXHIBIT 7 (Construction Requirements'.

4.3 Rights-of-Way
(a) The Parties acknowledge that pursuant to Applicable Law, LACMTA is permitted to use City Rights- of-Way to the same extent those rights and privileges relating to City Rights-of-Way are granted to the City.
(b) Replacement rights-of-way for the relocation of Conflicting Facilities shall be determined during the Design Phase and, if needed, may be acquired by LACMTA or the City following mutual agreement of the Parties of the location and type of such replacement rights-of-way. When reasonably possible and where the City Facilities being replaced are located in a public right-of-way, a Rearrangement of those City Facilities shall be located in existing public rights-of-way. The required replacement rights- of-way for the relocation of Conflicting Facilities shall be acquired so as not to impair the Project Schedule. If the City cannot acquire any necessary private rights-of-way for the relocation of Conflicting Facilities without out-of-pocket expense to itself, such private rights-of-way may be acquiredbyLACMTA. UponacceptanceoftheapplicableReplacementFacility,theCityshallconvey or relinquish to LACMTA or its designee, if permitted by Applicable Law and agreement, at no cost, all City real property interests being taken out of service by the Rearrangement, and for which replacement real property interests are provided.
(C) Subject to Section 4.3(b) (Riqhts-of-Way), the Parties acknowledge that LACMTA is responsible for the acquisition of any private rights-of-way necessary to Construct and/or operate the WSAB Project on the Project Right-of-Way and LACMTA (or the LACMTA Contractors) shall be responsible for the acquisition of any temporary construction easements necessary for the Construction and/or operation of the WSAB Project. Upon reasonable request by LACMTA, the City shall provide reasonable assistance as may be required for LACMTA to obtain rights-of-way necessary to Construct the City Portion including considering reasonable requests by LACMTA to convey to LACMTA, at no cost to LACMTA, any City-owned street crossings, slivers, surface easements and temporary construction easements that may be required for Construction and/or operation of the WSAB Project without requiring LACMTA to go through the appraisal, negotiations, offer, closing and transfer process.

Following any such reasonable request, LACMTA will prepare or cause to be prepared, the title documents and documents of conveyance and shall transmit such documents to the City Representative who shall process them through the required departments for execution and return them to LACMTA within 90 days affer receipt, but in any event in accordance with the Project Schedule.
(d) The City agrees and acknowledges that this Agreement satisfies any LACMTA obligations to the City and otherwise relating to the certification of rights-of-way, and that the City shall cooperate with LACMTA, and assist LACMTA, with any right-of-way certification processes involving other entities or agencies.
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(e) If, following a Rearrangement, a City Facility is located within the Project Right-of-Way, LACMTA shall provide the City with a license, in a form reasonably acceptable to the City, to operate, maintain, and/or remove such City Facility.

4.4 Inspection and Acceptance
The Parties agree that inspection and acceptance of the Construction of Rearrangements peformed under this Agreement will be carried out in accordance with the procedure set out in EXHIBIT 8 (Inspection and Acceptance Procedure).

ARTICLE 5. BETTERMENTS
The City shall inform LACMTA what Betterments, if any, the City requests be implemented as a Rearrangement or a part of a Rearrangement by submitting a completed Potential Notice of Betterment Form for LACMTA's review and approval. In addition:
(a) any Design furnished by the City under a Work Order shall specifically identify any Betterments included in such Design and where Betterments are identified, shall be accompanied by a completed Potential Notice of Betterment Form and submitted for LACMTA's review and approval; and (b) if a City comment to a LACMTA Submittal constitutes a Betterment, LACMTA will notify the City and within I O days of delivery of that notice, the City will: (i) withdraw the relevant comment; or (ii) submit a request for the applicable Betterment by submitting a completed Potential Notice of Betterment Form for LACMTA's review and approval. If the City fails to respond within 10 days of a notice delivered by LACMTA under this Section 5.1(b), the comment will be deemed to be withdrawn provided that such deemed withdrawal shall be without prejudice to the City's right to submit the Betterment under a subsequent Potential Notice of Betterment under this Section 5.1.

5.2 Subject to Section 5.1(b) (Betterments', the City shall submit any Potential Notice of Betterment Forms to LACMTA promptly after identifying a potential Betterment and in any event shall, unless otherwise agreed by LACMTA, deliver all Potential Notice of Betterment Forms to LACMTA prior to the establishment of the Basis of Design for the P3 Project Scope.

5.3 No Betterment shall be constructed and LACMTA shall have the right to refuse and withhold approval for any Betterment, that:
(a) is incompatible with the WSAB Project;
(b) cannot be performed within the constraints of Applicable Law, any applicable Governmental Approvals, and/or the Project Schedule; or
(c) is requested affer the establishment of the Basis of Design for the P3 Project Scope.

5.4 If LACMTA approves a Betterment (with or without changes negotiated and agreed by LACMTA and the City):
(a) the LACMTA Representative shall counter-sign the Potential Notice of Betterment Form (updated to include any changes negotiated and agreed by LACMTA and the City); and (b) the City will be responsible for the cost of the Betterment.

5.5 LACMTA shall not be responsible for the cost of any Betterment. Such cost will be paid to LACMTA or credited to LACMTA in accordance with Section 7.2 (Reimbursement and Credits to LACMTA). 11 487
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ARTICLE 6. OPERATION AND MAINTENANCE
LACMTA may, at any time during the original Term, issue to the City a request to extend the Term to include the Operation and Maintenance Phase or to enter into a new master cooperative agreement with respect to the Operation and Maintenance Phase.

6.2 Following issuance of a request by LACMTA under Section 6.1 <Operation and Maintenancel, the Parties shall use good faith efforts to agree an amendment or supplement to this Agreement or to agree a new master cooperative agreement to address the Parties respective obligations during the operation and maintenance of the WSAB Project and the procedures and cost reimbursement principles that shall apply to the coordination and performance of their respective obligations during the operation and maintenance of the WSAB Project.

6.3 The Parties agree that any amendment or supplement to this Agreement or any new agreement entered into in accordance with Section 6.2 (Operation and Maintenance> shall be on terms that are substantially consistent with:
(a) the provisions set out in this Agreement (to the extent applicable and subject to any necessary amendments to reflect the different phase of the WSAB Project); and (b) the agreed operation and maintenance principles set out in EXHIBIT 9 (Operation and Maintenance Princiolesl.

6.4 Any amendment, or supplement or new agreement agreed by the Parties in accordance with (Operation and Maintenance) shall be finalized and documented in accordance with SectionlO.7 (Amendments'.

ARTICLE 7. REIMBURSEMENT AND CREDITS
Reimbursements to the City
(a) Except with respect to Betterments, LACMTA will reimburse the City for Costs incurred for work performed by the City or the City Contractors under a Work Order in accordance with this Section 7.1 and the provisions of the applicable Work Order.
(b) If a Rearrangement performed under a Work Order is limited to the removal or elimination of a City Facility, LACMTA will only be responsible for any Costs incurred in Abandoning such City Facility and will not be required to replace or compensate the City for the replacement of that City Facility. (C) As described in EXHIBIT 1 (Proiect Descriptionl, LACMTA (or its LACMTA Contractors) will be responsible for any environmental site assessments and any remediation of hazardous materials to be performed on the Project Site for the purposes of the WSAB Project. LACMTA will not be responsible for any costs relating to the presence or existence of any environmental hazard on, in, under or about any City Facility, including but not limited to, any "hazardous substance" as that term is defined under the Comprehensive Environmental Response, Compensation, and Liability Act (42 u.s.c. § 9601 et seq.), unless LACMTA or any LACMTA Contractor caused the environmental hazard through its actions.
(d) The City shall use the following procedures for submission of its billings to LACMTA, on a progress basis, For work performed by the City under a Work Order:
(i) the City shall commence its monthly billing within no more than 60 days, following the commencement of work under a specific Work Order and shall bill monthly thereafter following the City's standard billing procedures;
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(ii) the City shall provide supporting documents to demonstrate the Costs incurred by the City with respect to a Work Order, including City Contractor invoices, and other data, to LACMTA upon request;
(iii) each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to the LACMTA Representative; (C) include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the work under the Work Order and have not previously been billed or paid; and (D) reflect any applicable credits due to LACMTA under this ;
(iv) the final billing, with a notation that all work covered by a given Work Order has been performed, shall be submitted to LACMTA within 60 days after completion of the work under the applicable Work Order, and shall summarize prior progress billings, show inclusive dates upon which work was performed, and include a certification that the Costs identified in such billing were appropriate and necessary to the performance of the work under the Work Order and have not previously been billed or paid; and
(V) after the expiration of the 60 day period described in Section 7.1 (d)(iv) (Reimbursements to , LACMTA may notify the City in writing that the 60 day closing billing period has expired, and upon the City's receipt of such Notice from LACMTA, the City shall have 30 days to submit its final invoice. If the City fails to submit an invoice within such 30 day period, then LACMTA shall have no further obligation for payment to the City with regard to any amounts due or payable under the applicable closed out Work Order.

On completion or the Construction of the City Portion, LACMTA will issue a Notice of closeout to the City. Within 90 days of receiving such Notice, the City must issue invoices to LACMTA for all outstanding work. If the City fails to submit an invoice not previously submitted within such 90 day period, then LACMTA shall have no further obligation for payment to the City with regard to any amounts due or payable under the applicable invoice.

Reimbursements and Credits to LACMTA
LACMTA shall receive a credit, or payment for:
(i) salvage for items recovered from existing City Facilities that the City intends to re-use in the performance of Construction work performed under the provisions of this Agreement where the amount of salvage credit or payment, if any, shall equal the depreciated value of like or similar materials as determined by agreement of the Parties, plus storage and transportation costs of such materials salvaged for the City's use; (ii) Betterments upon acceptance of physical work where:
(A) the amount of the Betterment payment shall be based upon the estimated cost of the Replacement Facility less the estimated cost of the Conflicting Facility; and (B) the amount of a Betterment credit, if any, shall be a fixed amount determined by the Parties during Design Development based upon estimates provided by the City and agreed to by LACMTA under a Potential Notice of Betterment Form; and (iii) the Expired Service Life Value of each Conflicting Facility being replaced if the Replacement Facility will have an expected period of useful service greater than the period that the existing Conflicting Facility would have had, had it remained in service and the Rearrangement not been made, where:
(A) the "Expired Service Life Value" shall be an amount determined by the Parties during Design Development based upon estimates provided by the City of the depreciated value of the Conflicting Facility (calculated by multiplying the cost of the 13 489
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Replacement Facility by a fraction, the numerator of which is the age of the Conflicting Facility and the denominator of which is the estimated overall service life of the Conflicting Facility); and
(B) the Expired Service Life Value shall be determined by the Parties in accordance with Section7.2(a)(iii)(A) (Reimbursements and Credits to LACMTA) prior to the commencement of the applicable Rearrangement work and documented in the applicable Work Order.

LACMTA shall receive:
(i) a credit (reflected on the applicable invoice(s) submitted by the City) for salvage, Betterments, and Expired Service Life Value of the City Facilities against work performed by the City, where the City performs the work under a Work Order; and (ii) payment from the City for salvage, costs of Betterments, and Expired Service Life Value of the City Facilities where LACMTA performs the work invoiced and paid in accordance with this Article 7.

The sum of credits and/or payments due to LACMTA for salvage shall be agreed by the Parties based on applicable books, records, documents and other data. In addition, LACMTA and the City may conduct an inspection survey of a Conflicting Facility during the Design Development process.

LACMTA may request and authorize the City to perform support services with respect to any such inspection survey pursuant to the procedures set out under Section 2.3 (Work Orders'.

Where LACMTA is due a payment under this Article 7:
(i) LACMTA shall commence its monthly billing within no more than 60 days, following the commencement of the applicable work and shall bill monthly thereafter following LACMTA's standard billing procedures;
(ii) LACMTA shall provide supporting documents to demonstrate the costs incurred by LACMTA, including LACMTA Contractor invoices, and other data, to the City upon request; (iii) each billing statement shall: (A) be noted as either "progress" or "final"; (B) be addressed to the City Representative; and (C) include a certification that the Costs identified in such billing were appropriate and necessary to the peformance of the applicable work and have not previously been billed or paid;
(iv) the final billing, with a notation that all applicable work has been performed, shall be submitted to the City within 60 days affer completion of the applicable work, and shall summarize prior progress billings, show inclusive dates upon which work was performed, and include a certification that the costs identified in such billing were appropriate and necessary to the performance of the applicable work and have not previously been billed or paid; and (V) after the expiration of the 60 day period described in Section 7.1 (d)(iv) (Reimbursements and Credits to LACMTA), the City may notify LACMTA in writing that the 60 day closing billing period has expired, and upon LACMTA's receipt of such Notice from the City, LACMTA shall have 30 days to its submit final invoice. If LACMTA fails to submit an invoice within such 30 day period, then the City shall have no further obligation for payment to LACMTA with regard to any amounts due or payable under the applicable work.

Payment of Billings
Payment of each invoice properly submitted pursuant to Section 7.1 (Reimbursements to the City) or 7.2 (Reimbursements and Credits to LACMTA) shall be due within 60 days of receipt; provided that: (a) all such payments shall be conditional, subject to post-audit adjustments; (b) final payment for a Rearrangement shall 14 fl 490
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be contingent upon final inspection (and acceptance) of the work by the Party billed for such work, which inspection (and acceptance, where applicable), will not be unreasonably withheld or delayed; and (c) LACMTA may withhold payments in the amount of any credit amounts due to LACMTA if the City has not posted such credits within 60 days affer submittal of requests for the same by LACMTA.

ARTICLE 8. INDEMNITY, WARRANTIES AND INSURANCE
Indemnity
(a) Each Party shall release, defend, indemnify, and hold harmless the other Party and its respective officers, agents, representatives, and employees from and against all liabilities, expenses (including legal fees and costs), claims, losses, suits, and actions of any kind, and for damages of any nature, including but not limited to, bodily injury, death, personal injury, or property damage arising from or connected with its performance under this Agreement. (b) In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code, the Parties, as between themselves, pursuant to Sections 895.4 and 895.6 or the Government Code, each assume the Full liability imposed on them, or any of their officers, agents or employees, by law for injury caused by negligent or wrongful act or omission occurring in the performance of this Agreement to the same extent that such Party would be responsible under Section 8.1 (a) (Indemnity). The provisions of California Civil Code Section 2778 are made a part of this Agreement as if fully set out in this Agreement. (C) Each Party agrees to notify the other promptly upon receipt of any third-party claim for which a Party is entitled to indemnity under this Agreement.

Warranty
(a) In lieu of providing a bond, LACMTA warrants that any work affecting the structural stability of City Rights-of-Way shall be free from defect for a period of two years following City acceptance. Pursuant to this warranty and for the warranty period only, LACMTA, at its sole expense, shall remedy any damage to City Rights-of-Way to the extent caused by a failure of such structural support installed by LACMTA.
(b) Solely with respect to Rearrangements performed by LACMTA or the LACMTA Contractors and any work performed by the City or the City Contractors, the City and LACMTA each warrant to the other for a period of one year from and after acceptance of the work that any work performed by them shall be free from defect. Subject to Section 8.2(a) (Warranty), the limited warranty given under this Section 8.2(b) is the sole warranty given by the City and/or LACMTA, and, pursuant to this warranty, and for the warranty period only, the City or LACMTA, as the case may be, shall remedy any such discovered defect at its sole expense.
(C) In connection with Rearrangements performed by LACMTA or the LACMTA Contractors and any work performed by the City or the City Contractors, warranties supplied by the LACMTA Contractors and City Contractors to LACMTA or the City (as applicable) shall be made for the benefit of both LACMTA and the City.

8.3 Insurance
(a) The Parties must ensure that any contract entered into in connection with performance of the work under this Agreement contains:
(i) a provision requiring the general contractor, as part of the liability insurance requirements, to provide an endorsement to each policy of general liability insurance naming the City and LACMTA as additional insureds; and
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(ii) unless otherwise mutually agreed by the Parties, the requirement for: (A) construction general contractors to provide evidence ofinsurance in the following amounts: $5,000,000 in general liability; $1,000,000 in workers' compensation/employer's liability; and $1,000,000 in combined single limit (CSL) in auto liability; and (B) design contractors to provide evidence of insurance in the following amounts: $5,000,000 in general liability; $I,000,000 in workers' compensation/employer's liability; $I,000,000 (CSL) in auto liability; and $1,000,000 in professional liability.
(b) Each Party must:
(i) give the other Party 20 days' Notice prior to any reduction in scope or cancellation or expiration of any insurance procured by it under this Section 8.3' (ii) give the other Party 20 days' Notice prior to it agreeing to a reduction in scope or the cancellation or expiration of any insurance procured by a LACMTA Contractor or City Contractor (as applicable) under this Section 8.3' and (iii) notify the other Party within five days if it receives a Notice from a LACMTA Contractor or City Contractor (as applicable) of the expiration of any insurance procured under this Section 8.3.

ARTICLE 9. RESOLUTION OF DISPUTES
Attempt to Resolve
In the event of dispute or difference arising under, out of or in connection with or relating to this Agreement, including any question regarding its existence, validity or termination ("Dispute"), the Parties shall make good faith efforts to resolve the Dispute through negotiation.

9.2 Arbitration - No Work Stoppage
(a) If the Parties are unable to resolve a Dispute pursuant to Section 9.1 (Attempt to Resolved, either Party may serve the other Party a demand for arbitration. Within 22 days (or such longer period as agreed by the Parties) of receipt of such demand, the Parties shall agree on a sole arbitrator. If the Parties are unable to agree to the appointment of a sole arbitrator within the 22 days (or any longer period as may be agreed), each Party shall select an arbitrator and those arbitrators shall select a qualified neutral third party to arbitrate with regard to the Dispute ("Neutral Arbitrator") to form a three-person panel. If either Party fails to designate its arbitrator within 22 days (or longer period as agreed) of delivery of the demand or if the two designated arbitrators are unable to select the Neutral Arbitrator within five days of their appointment, a Neutral Arbitrator shall be designated pursuant to Section 1281.6 of the California Code of Civil Procedure, who shall hear the matter as the sole arbitrator.
(b) The Parties acknowledge that Section 1283.05 of the California Code of Civil Procedure is applicable to those issues not involving work stoppage. A hearing date shall be set as promptly as possible following selection of the arbitrator in accordance with Section 9.2(a) (Arbitration - No Work . The arbitrator's award shall follow promptly the hearing's conclusion, shall be supported by law and substantial evidence and the issuance of written findings of fact and conclusions of law.

The making of an award that does not comply with such requirements shall be deemed to be in excess of the arbitrator's power and the court shall vacate the award if affer review it determines that the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.

Arbitration - Work Stoppage
(a) In the event of a Dispute, neither Party is permitted to stop work, except: (i) for reasons of public health or safety; or (ii) where work is prevented from continuing pending resolution of the Dispute. In the event that work is stopped, the provisions of this Section 9.3 shall apply. Upon stoppage of work, either Party may serve the other Party a demand for arbitration. A Neutral Arbitrator who is able to 16 2/ 492
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hear the Dispute and render a decision within five days after being selected shall be immediately designated pursuant to Section 4 281.6 of the California Code of Civil Procedure. (b)
Impartiality of Arbitrator
Any person who has any material financial or personal interest in the results of the arbitration shall be prohibited from acting as Neutral Arbitrator. Failure to disclose any such interest or relation shall be grounds for vacating an award handed down under Section 9.2 (Arbitration - No Work Stoppaqe) or 9.3 (Arbitration - Work Stoppaqe).

Compensation of the Arbitrator
Each Party shall pay the expenses and fees of the arbitrator it selects. The expenses and fees of the Neutral Arbitrator shall be paid in accordance with the provisions of Section 1284.2 of the California Code of Civil Procedure.

9.6 Other Provisions
An arbitrator or panel appointed under this Article 9 shall have only the authority to issue a non-binding award to resolve the dispute ofthe Parties. Except as otherwise expressly provided in this Agreement, any arbitration under this Article 9 shall be governed by the California Arbitration Act.

Incorporation of Subcontracts
The City must ensure that any contract entered into in connection with performance of the work under this Agreement includes provisions equivalent to this Article 9.

ARTICLE 10. MISCELLANEOUS

10.1 Force Majeure
No Party may bring a claim for a breach of obligations under this Agreement by the other Party or incur any liability to the other Party for any losses or damages incurred by that other Party if a Force Majeure Event occurs and the affected Party is prevented from carrying out its obligations by that Force Majeure Event.

During the continuation of any Force Majeure Event, the affected Party shall be excused from performing those of its obligations directly affected by such Force Majeure Event provided that the occurrence or continuation of any Force Majeure Event shall not excuse any Party from performing any payment obligations contemplated under this Agreement. If a Force Majeure Event occurs, the City agrees, if requested by LACMTA pursuant to Section 2.3 (Work Orders', and if deemed possible and feasible by the City (acting reasonably), to accelerate the performance of its obligations under this Agreement and any Work Order to mitigate any delay arising from the Force Majeure Event provided that LACMTA agrees to reimburse the City for the incremental actual costs of such acceleration. 17 493
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10.2 Existing Agreements
This Agreement does not negate or otherwise modify any existing easements, licenses or other use and/or occupancy agreements between the City and LACMTA or to which LACMTA has become or does become a successor either by assignment or by operation of law.

10.3 Audit and )nspection; Maintenance of Records
Audit and Inspection. For the period commencing on the Effective Date and ending on the date falling three years after the end of the Term, each Party will have such rights to review and audit the other Party and its books, records and documents as may be deemed necessary for the purposes of verifying compliance with this Agreement, Applicable Law and the City Standards at all times during normal business hours, without charge. Each Party represents and warrants the completeness and accuracy in all material respects of all information it or its agents provides in connection with any audit by the other Party. If an audit shows that a financial adjustment is required, the Parties will use good faith efforts to agree such adjustment. The Parties must ensure that any contract entered into in connection with peformance of the work under this Agreement contains provisions acknowledging the rights of the City or LACMTA (as applicable) under this Section 4 0.3(a).

Maintenance of Records. The City shall (and shall ensure that any City Contractor will) keep and maintain its books, records, and documents related to performance of the work under this Agreement (including all Costs incurred) for three years affer the end of the Term; except that, all records that relate to Disputes being processed or actions brought under this Agreement must be retained and made available until any later date that such Disputes and actions are finally resolved. The City reserves the right to assert exemptions from disclosure of information that would be exempt under Applicable Law from disclosure or introduction into evidence in legal actions.

10.4 Notices
Each Notice under this Agreement must be in writing and: (i) delivered personally; (ii) sent by certified mail, return receipt requested; (iii) sent by a recognized overnight mail or courier service, with delivery receipt requested; or (iv) sent by email communication followed by a hard copy, to the following addresses (or to such other address as may from time to time be specified in writing by such person):

To the City:
[General Manager
the City of South Gate
Department of 3
With a copy to:
[, the City Attorney
the City of South Gate
1 With a copy to:
l , P.E.

Director of Public Works (and/or the City Engineer),
1 To LACMTA:

Mr. Richard Clarke, Chief Program Manager
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Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 16th Floor
Los Angeles, California 90012
Facsimile No.: (213) 922-7382
Attn: Eduardo Cervantes or John Koo, Third Party Administration With a copy to:

Deputy Executive Officer, Project Management
Engineering and Construction Division
Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn:

With a copy to:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 24th Floor
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: , Deputy County Counsel
l/Vith a copy to:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza, 22nd Floor - Real Estate
Los Angeles, CA 90012
Facsimile No.: (213) 922-7447
Attn: John Potts, Executive Officer, Metro Real Estate (b) Any Notice sent personally will be deemed delivered upon receipt, and any notice sent by mail or courier service will be deemed delivered on the date of receipt or on the date receipt at the appropriate address is refused, as shown on the records of the u.s. Postal Service, courier service or other person making the delivery, and any notice sent by email communication will be deemed delivered on the date of receipt as shown on the received email transmission (provided the hard copy is also delivered pursuant to Section 10.4(a) (Notices')). All Notices (including by email communication) delivered affer 5:00 p.m. PST will be deemed delivered on the first day following delivery that is not a Saturday, a Sunday, or a federal public holiday.

10.5 Assignment; Successors and Assigns
A Party cannot assign, novate, or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of the other Party unless this Agreement expressly provides otherwise. This Agreement is binding upon and will inure to the benefit of LACMTA and the City and their respective successors and permitted assigns.

10.6 Waiver
(a) No waiver of any term, covenant, or condition of this Agreement will be valid unless in writing and executed by the obligee Party.
(b) Either Party's waiver of any breach or failure to enforce any of the terms, covenants, conditions, or other provisions of this Agreement at any time will not in any way limit or waive that Party's right to subsequently enforce or compel strict compliance with every term, covenant, condition, or other 19 24 495
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provision of this Agreement, despite any course of dealing or custom of the trade (other than the waived breach or failure in accordance with the provisions of such waivers). iO.7 Amendments
This Agreement can only be amended or replaced by a written instrument duly executed by the Parties.

10.8 Governing Law and Jurisdiction
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. The rights and remedies of LACMTA and the City for default in performance of this Agreement or any Work Order are in addition to any other rights or remedies provided by law.

10.9 Severability
If any provision of this Agreement is ruled invalid by a court having proper jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the balance of this Agreement, which will be construed and enforced as if this Agreement did not contain such invalid or unenforceable clause, provision, Article, Section, subsection or part.

10.10 Counterparts
This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

10.11 Limitation on Third Party Beneficiaries
Nothing contained in this Agreement is intended or will be construed as creating or conferring any rights, benefits or remedies upon, or creating any obligations of the Parties toward, any person not a party to this Agreement.

10.12 Survival
The representations, warranties, indemnities, waivers and any express obligations of the Parties following termination, set out in this Agreement shall survive the expiration or termination, for any reason, of this Agreement.

ARTICLE 11. DEFINITIONS AND INTERPRET ATION

11.1 Definitions
Unless the context otherwise requires, capitalized terms and acronyms used in this Agreement have the meanings given in this Section 11.1.
"Abandon" means the permanent termination of service, or the removal of an existing City Facility or portion of it.
"ADA" means the Americans with Disabilities Act, 42 u.s.c. § 12101 et seq. "Adjacent Work" means any removal, demolition, repair, restoration, relocation or reconstruction of existing facilities and/or construction of new facilities and/or other physical works by the City or a third party: (a) that is performed or to be performed within, or within 4 00 feet of, the Project Site; or the performance of which is otherwise reasonably likely to conflict with the design, construction, operation or maintenance of the City Portion; and (b) in the case of works performed or to be peformed by a third party, of which the City is aware or ought to be aware.
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"Advanced Conceptual Engineering" means the phase of the Design process that advances the project scope from a conceptual state to a level of schematic design that describes the project technical and architectural approach in order to address environmental and community impacts, significant interfaces and operational characteristics to support environmental approvals. The plan percentage complete ranges generally from the initiation of Design (0%) to 15%.
"Agreement" means this agreement and any schedules, exhibits, attachments and annexures to it. "Annual Work Plan" means an annual work plan prepared and agreed by LACMTA and the City in accordance with Section 2.2 (Annual Work Plane.
"Applicable Law" means any statute, law, code, regulation, ordinance, rule, common law, judgment, judicial or administrative order, decree, directive, or other requirement having the force of law or other governmental restriction (including those resulting from the initiative or referendum process) or any similar form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Entity which is applicable to the City Portion, Rearrangements, any work performed under this Agreement or any relevant person, whether taking effect before or after the date of this Agreement. Applicable Law excludes Governmental Approvals, customs, duties and tariffs. "Basis of Design" means:
(a)
(b)
"Betterment" means work performed in connection with any Rearrangement or as part of a Rearrangement:
(a) comprising an upgrade, change or addition to a City Facility (or a part of a City Facility) requested by the City that provides for greater capacity, capability, durability, appearance, efficiency or function or other betterments of that City Facility over that which was provided by the City Facility prior to the Rearrangement; or
(b) for which the City Standards applicable to that Rearrangement are changed or added to after the establishment of the Basis of Design for that Rearrangement, provided that the term "Betterment" shall exclude:
(i) an upgrade, which the Parties agree, will be of direct and principal benefit to the construction, operation and/or maintenance of the WSAB Project;
(ii) an upgrade resulting from Design or Construction in accordance with the applicable City Standards as set out in EXHIBIT 5 (Design Requirements) and any changes or additions to those City Standards notified to LACMTA prior to the establishment of the Basis of Design for the Rearrangement and that have not been adopted by the City in breach of Section 3.5(a) (City Standards';
(iii) measures to mitigate environmental impacts identified in the WSAB Project's Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project;
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(iv) replacement of devices or materials no longer regularly manufactured with the next highest grade or size; and
(V) an upgrade that is the consequence of changes made by LACMTA or a LACMTA Contractor after the establishment of the applicable Basis of Design. "City" is defined in the Preamble. "City" shall also refer to any City owned or operated "water" and/or "power" departments.
"City Construction Work" means any Construction work and activities peformed or to be performed by the City or a City Contractor pursuant to a Work Order.
"City Contractor" means any contractor, consultant, tradesperson, supplier or other person engaged or authorized by the City to perform any Adjacent Work, City Design Work, City Construction Work or any other work to be performed by the City under the provisions of this Agreement or otherwise on or about the Project Site but excluding LACMTA and the LACMTA Contractors. "City Design Work" means any Design work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order.
"City Facility" means real or personal property located within or near the City Portion, such as structures, improvements, and other properties, which are under the ownership or operating jurisdiction of the City, and shall include, but not be limited to, public streets (any classification), highways, bridges, retaining walls, pedestrian/utility tunnels, alleys, storm drains, sanitary sewers, survey monuments, parking lots, parks, public landscaping and trees, traffic control devices, lighting and communications equipment (cameras, sensors, LTE, microwave receivers, etc.) and public buildings, police and fire department related improvements, as well as any dams or water storage tanks, systems, and appurtenances. City-owned airport and harbour facilities are not included in this definition.
"City Maintenance Work" means any maintenance work and activities performed or to be performed by the City or a City Contractor pursuant to a Work Order or under the provisions of this Agreement. "City Municipal Code" means the City of South Gate Municipal Code. "City Portion" means that portion of the WSAB Project that will pass in, on, under, over or along public streets, highways, bridges, parks and other public right-of-way within the City, as shown in Part B of EXHIBIT 3 (Proiect Site).
"City Representative"is defined in Section 2.1(b) (Govemance). "City Rights-of-Way" means the public streets, highways, bridges, parks and other public right-of-way within the City.
"City Standards" means the City's design standards and ordinances which govern the design of all Rearrangements, as specified in EXHIBIT 5 (Desiqn Requirements) or adopted by the City and notified to LACMTA in accordance with Section 3.5 (City Standards) specified in EXHIBIT 5 (Design Requirements) which govern the design of all Rearrangements.
"Compliance Comment" means a comment on, objection to or the withholding of approval to a LACMTA Submittal on the basis of one or more of the following:
(a) the LACMTA Submittal or Design work or Construction work that is the subject of the LACMTA Submittal fails to comply with (or is reasonably likely to fail to comply if implemented in accordance with the LACMTA Submittal) any applicable covenant, condition, requirement, term or provision of this Agreement; or
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(b) LACMTA (or the relevant LACMTA Contractor (as applicable)) has not provided all content or information required with respect to the LACMTA Submittal. "Conflicting Facility" means an existing City Facility, which the Parties determine requires Rearrangement in order to construct, operate or maintain the WSAB Project. "Construction" means all construction activities related to the City Portion that are necessary to complete and operate and maintain the WSAB Project including the removal, demolition, replacement, restoration, alteration or realignment of existing facilities and the procurement, installation, inspection, and testing of new facilities including temporary and permanent materials, equipment, systems, sofkware, and any components of such permanent materials, systems and software.
"Construction Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Proiect Phases and Proiect Scheduled.
"Construction Staging Plan" has the meaning given in EXHIBIT 7 (Construction Requirements'. "Cost" means all eligible direct and indirect costs actually incurred for activities or work performed or materials acquired in accordance with the provisions of this Agreement, less (in respect of the City) credits to LACMTA as provided in Article 7 (Reimbursement and Credits5 where:
(a) eligible direct costs include allowable direct labor costs, materials costs, and storage and transportation costs of materials salvaged for the City's use in performing the applicable work; (b) eligible indirect costs shall be computed based upon the indirect cost rates approved annually for the City by its cognizant agency, and as noted on the Form 60, for allocation to federally funded or state funded contracts; and
(C) unless the Internal Revenue Service and the CPuC issue regulations or rulings to the contrary, the eligible direct and indirect costs shall not include taxes purportedly arising or resulting from LACMTA's payments to the City under this Agreement.
"CPUC" means the California Public Utilities Commission. "days" means, unless otherwise stated and whether or not capitalized, calendar days. "Design" means all activities related to the design, redesign, engineering or architecture of any Construction work.
"Design Development" means the phase of the Design process that occurs affer Advanced Conceptual Engineering and that develops, on a progressive basis, a clear indication of the design solutions for the applicable requirements and the major features of the architectural and structural design and third party interfaces that are intended to form the basis for the Final Design. "Design Documentahon" means all drawings (including plans, profiles, cross-sections, notes, elevations, typical sections, details and diagrams), specifications, reports, studies, working drawings, shop drawings, calculations, electronic files, records and submittals necessary for, or related to, the design of the Rearrangements.
"Design Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Proiect Phases and Proiect Scheduled.
"Dispute" is defined in Article 9 (Resolution of Disputes'. "Effective Date" means the date stated as such on the first page of this Agreement, which shall be the date when this Agreement has been fully executed on behalf of the City and LACMTA. 23 ff 499
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"EIR/ELS" means the Environmental Impact ReporUEnvironmental Impact Statement for the WSAB Project completed pursuant to the California Environmental Quality Act and National Environmental Policy Act. "Enabling Works" means those elements of the WSAB Project scope that LACMTAintends to procure under separate contract package(s) to the P3 Project Scope, as described in Part B of EXHIBIT 1 (Proiect Descriptionl.
"Engineer of Record" means the individual, firm or entity that performs the Design, that imprints the engineer's/architect's seal on the drawings, and is responsible and liable for the Final Design. "Expired Service Life Value" is defined in Section 7.2(a)(iii)(A) (Reimbursements and Credits to LACMTA). "Final Design" means the phase of the Design process which provides the detailed design for all temporary and permanent project facilities and addresses and resolves all Design review Compliance Comments and finalizes all engineering, architectural and systems designs necessary for Construction. It ends with an approved-for-construction plan status and with the Design being signed and sealed by the 'Engineer of Record'.
"Force Majeure Event" means the occurrence of any of the following events after the date of this Agreement that directly causes either Party (the "affected Party") to be unable to comply with all or a material part of its obligations under this Agreement:
(a) war, civil war, invasion, violent act of foreign enemy or armed conflict or any act of terrorism; (b) nuclear, chemical or biological contamination unless the source or cause of the contamination is brought to or near the Project Site by affected Party; (C) ionizing radiation unless the source or cause of the ionizing radiation is brought to or near the Project Site by the affected Party;
(d) any fire, explosion, unusually adverse weather, flood or earthquakes; (e) any named windstorm and ensuing storm surges, including the direct action of wind originating from a named windstorm;
(f) any riot or civil commotion;
(g) any blockade or embargo;
(h) epidemic, pandemic or quarantine; or
(i) any official or unofficial strike, lockout, go-slow or other dispute, generally affecting the construction industry or a significant sector of it,
except, in each case, to the extent attributable to any breach of this Agreement or Applicable Law by, or any negligent act or negligent omission of, the affected Party. "Form 60" means Form 60 (Professional Services CosUPrice Summary) in the form attached as Part A of EXHIBIT 10 (Formsl.
"Governmental Approval" means any approval, authorization, certification, consent, license, permit, registration or ruling, issued by any Governmental Entity required to carry out the Rearrangements, the City Portion or any other work to be performed under the provisions of this Agreement. "Governmental Entity" means any federal, state, or local government and any political subdivision or any governmental, quasi-governmental, judicial, public or statutory instrumentality, administrative agency, 24 :21 500
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authority, body or entity (including the California Department of Transportation, CPUC and United States Army Corps of Engineers) other than LACMTA and the City. "LACMTA" is defined in the Preamble.
"LACMTA Contract" means any contract, subcontract or other form of agreement between LACMTA and a LACMTA Contractor or between a LACMTA Contractor and its lower tier subcontractor. "LACMTA Contractor" means any contractor, consultant, tradesperson, supplier, private developer, employee, member of staff, engineer, architect, agent, operator, or other person engaged or authorized by LACMTA to carry out works with respect to the City Portion, any Rearrangement or otherwise contemplated under the provisions of this Agreement and any other person with whom any LACMTA Contractor has further subcontracted part of such works.
"LACMTA Fiscal Year" means each one year period commencing on July 4 of a calendar year and terminating on June 30 of the following calendar year. "LACMTA Representative" is defined in Section 2.1 (b) (Govemance}. "LACMTA Retained Scope" means the WSAB Project scope elements for which LACMTA intends to retain responsibility, as described in Part B of EXHIBIT 1 (Proiect Description). "LACMTA Submittal Review Period" means, for each LACMTA Submittal, a period of 30 days from the date of delivery of the LACMTA Submittal to the City under the provisions of this Agreement or such other period as the Parties may agree under the applicable Work Order. "LACMTA Submittals" means:
(a) Design Documentation for a Rearrangement (other than any Design Documentation for which the City is responsible under a Work Order);
(b) Construction Management Plans for Construction work performed by LACMTA or a LACMTA Contractor within the City Rights-of-Way; and
(C) any other documents which LACMTA (or the LACMTA Contractors) must submit to the City in accordance with this Agreement.
"Neutral Arbitrator" is defined in Section 9.2(a) (Resolution of Disputes'. "Non-conforming Work" means Design work or Construction work not in accordance with the requirements of this Agreement.
"Notice" means any communication under this Agreement including any notice, consent, approval, request, and demand.
"Operation and Maintenance Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Proiect Phases and Proiect Scheduled.
"P3 Developer" means the LACMTA Contractor that is awarded the P3 Project Scope. "P3 Project Scope" means those elements of the WSAB Project scope that LACMTA intends to procure under a design, build, finance, operate and maintain agreement, as described in Part B of EXHIBIT 1 (Proiect Descriotionl.
"Package" means each package of Design Documentation submitted by LACMTA or a LACMTA Contractor to the City in accordance with this Agreement.
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"Parties" means collectively the City and LACMTA, and each a "Party". "Permit Notification" means a blanket Permitting Process and Waiver of Certain Permit Fees issued by the City.
"Planning and Procurement Phase" means the phase of the WSAB Project identified as such in EXHIBIT 2 (Proiect Phases and Proiect Schedule).
"Potential Notice of Betterment Form" means the form set out in Part B of EXHIBIT 10 (Fomis). "Project Right-of-Way" means the permanent right-of-way for the WSAB Project, as identified in Part A of EXHIBIT 3 (Proiect Site'l, or as notified by LACMTA to the City and compliant with the Project's Final Environmental Impact Report or Statement and any supplemental environmental reports for the WSAB Project.
"Project Schedule" means the schedule for the WSAB Project including the City Portion set out in Part B of EXHIBIT 2 (Proiect Phases and Proiect Scheduled.
"Project Site" means, collectively, the Project Right-of-Way and each temporary construction easement for the WSAB Project, as identified in Part A of EXHIBIT 3 (Proiect Site). "Rearrangement" means the work of:
(a) removal, replacement, restoration, alteration, reconstruction, support, or relocation of all or a portion of a Conflicting Facility, whether permanent or temporary, which LACMTA determines in its sole discretion is necessary in order for the WSAB Project to comply with Applicable Law or otherwise which LACMTA and the City mutually agree is necessary in order to construct, operate or maintain the WSAB Project; or
(b) the installation of new and required City Facilities which LACMTA determines in its sole discretion is necessary in order for the WSAB Project to comply with Applicable Law or otherwise which LACMTA and the City mutually agree is necessary as a result of the impact of the construction, operation or maintenance of the WSAB Project.
"Replacement Facility" means a facility, which may be constructed or provided under this Agreement as a consequence of the Rearrangement of a Conflicting Facility or a part of it. "Temporary Facilities" means a facility constructed for the purpose of ensuring continued service while a City Facility is taken out of full or partial service for permanent Rearrangement and/or any work on a City Facility, which will be removed or restored to its original condition affer such Construction activities are completed.
"Term"is defined in Section 1.2 (Duration ofAqreemenfl. "Traffic Control and Lighting Work" has the meaning given in EXHIBIT 5 (Desiqn Requirements'. "Traffic Management Plan" means a plan that addresses traffic control requirements in construction areas through a worksite traffic control plan and along detour routes through a traffic circulation plan. "Work Order" means a work request submitted by LACMTA to the City authorizing the peformance of any work associated with the WSAB Project and the associated purchase of required materials. "Working Group" means each working group established pursuant to Section 2.1 (c) (Govemance). "WSAB Project" means the design, construction, operation and maintenance of a light rail transit system known as the West Santa Ana Branch Transit Corridor, as more fully described in EXHIBIT 1 (Proiect Descriotionl.
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1l .2 Interpretation
(a) In this Agreement unless otherwise expressly stated:
(i) headings are for convenience only and do not affect interpretation; (ii) a reference to this Agreement or any other agreement, instrument, or document is to this Agreement or such other agreement, instrument, or document as amended or supplemented from time to time;
(iii) a reference to this Agreement or any other agreement includes all exhibits, schedules, forms, appendices, addenda, attachments, or other documents attached to or otherwise expressly incorporated in this Agreement or any such other agreement (as applicable); (iv) subject to Section 1 1.2(a)(v) (Interpretation), a reference to an Article, Section, subsection, clause, Exhibit, schedule, form or appendix is to the Article, Section, subsection, clause, Exhibit, schedule, form, or appendix in or attached to this Agreement; (V) a reference in the main body or this Agreement, or in an Exhibit, to an Article, Section, subsection, or clause is to the Article, Section, subsection, or clause of the main body of this Agreement, or of that Exhibit (as applicable);
(vi) a reference to a person includes such person's permitted successors and assigns; (vii) areferencetoasingularwordincludesthepluralandviceversa(asthecontextmayrequire); (viii) the words "including", "includes" and "include" mean "including, without limitation", "includes, without limitation" and "include, without limitation", respectively and the word "or" is not exclusive;
(ix) an obligation to do something "promptly" means an obligation to do so as soon as the circumstances permit, avoiding any delay and "shall" when stated is to be considered mandatory; and
(X) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" mean "to and including". (b) This Agreement is not to be interpreted or construed against the interests of a Party merely because that Party proposed this Agreement or some provision of it, or because that Party relies on a provision of this Agreement to protect itself.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date.

APPROVED AS TO FORM
MARY C. WICKHAM,
County Counsel
BY:

Teddy Low
Senior Deputy County Counsel
"LACMT A"

THE LOS ANGELES COUNTY METROPOLITAN
TRANSPORTATION AUTHORITY, a California county
transportation authority existing under the Authority of §§ 130050.2 et seq. of the California Public Utilities Code
By:

Name:

Its:

APPROVED AS TO FORM
llnsert name and titleJ
llnsert name]
the City Attorney
ATTEST
By:
the City Clerk
"CITY"
City of South Gate,
a California municipal corporation
By:

Name:

Its:
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EXHIBIT 1- PROJECT DESCRIPTION
Part A: WSAB Project
The WSAB Project is a new 1 9-mile light rail transit (LRT) line that will connect southeast LA County to downtown Los Angeles, serving the cities and communities of Artesia, Cerritos, Bellflower, Paramount, Downey, South Gate, Cudahy, Bell, Huntington Park, Vernon, unincorporated Florence-Graham community of LA County and downtown Los Angeles.

The project area is home to 1.2 million residents and is a job center to approximately 584,000 employees. Projections show the resident population increasing to 1.5 million and jobs increasing to 670,000 by 2040. Population and employment densities are five times higher than the LA County average. This rail corridor is anticipated to serve commuters in a high travel demand corridor by providing relief to the limited transportation systems currently available to these communities. In addition, the project is expected to provide a direct connection to the Metro Green Line, Metro Blue Line and the LA County regional transit network. The WSAB Project involves a shared corridor of approximately 10 miles of freight-owned ROW that runs along the Wilmington and La Habra Branches (owned by Union Pacific Railroad, UPRR) and the San Pedro Subdivision (owned by the Ports of LA and Long Beach).

The main goals of the WSAB Project are to:

1. Provide mobility improvements

2. Support local and regional land use plans and policies

3. Minimize environmental impacts

4. Ensure cost effectiveness and financial feasibility

5. Promote equity
Part B: Anticipated Contractual Packages
As at the date of this Agreement, the Enabling Works, P3 Project Scope and LACMTA Retained Scope are anticipated to comprise of the following scope elements:

Enabling Works LACMTA Retained Scope P3 Project Scope * Advanced utility relocation
* Freight relocation
* Grade crossings
- Civil and Striping
- Drainage
- Utilities
- Traffic Control
- Signal (Freight
Preemption only)
it Right-of-way acquisition
* Supply and installation of fare
collection equipment and all fare
collection activities
* Security and enforcement
activities, with limited exceptions
(such as at maintenance storage
facilities)
* Art installation
* Bike hubs and/or lockers
it Environmental site assessment
including identification of
potential or existing
contamination or hazardous
materials through soil borings
ii Design and construction of the
WSAB Project (including all
stations, vehicles, light rail
track, systems and
maintenance storage
facilities), other than those
scope elements that are
defined as part of the
Enabling Works or that are
LACMTA Retained Scope
@ The operation of all train
services and performance of
all other operating functions
for the WSAB Project during
the term of the LACMTA
Contract with the P3
Developer, other than those
scope elements that are
LACMTA Retained Scope
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and review of publicly available
information
* Geotechnical investigations
* Remediation of hazardous
materials (if any)
@ All asset management and
maintenance activities for the
WSAB Project during the term
of the LACMTA Contract with
the P3 Developer, other than
those scope elements that are
LACMTA Retained Scope
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EXHIBIT 2 - PROJECT PHASES AND PROJECT SCHEDULE
Part A: Phases
As at the date of this Agreement, the phasing and time periods for the early phasing is anticipated to be as set out in this Part A. The phases described in this Part A may overlap and the time periods are subject to change. 2020
I
2021
i
2022 2023

PHASE KEY ACTMTIES
Planning & Advanced
Conceptual
Engineering
Key activities include:
ii Preparation of the draft EIR/ELS and the final EIR/ELS it Approval by LACMTA Board of the locally preferred alternative (LPA) * PreparationofAdvancedConceptualEngineering(15%)fortheWSABProject ii Certification of the final EIR by the LACMTA Board ii FTA issuance of the Record of Decision
Preparation of the Mitigation Monitoring and Reporting Plan (MMRP) Enabling
Engineering
Procurement
Works: Key activities include:
& Engineering and Design Development for the Enabling Works by LACMTA and the LACMTA Contractors (including any Rearrangements included within that Enabling Works scope) through to Final Design
Working with third parties to obtain third party approvals for the Enabling Works, including CPUC, United Pacific Railroad and Caltrans Procurement of LACMTA Contractor(s) to perform the Enabling Works Enabling
Construction
Works: Key activities include:
ii Construction of Enabling Works (including any related Rearrangements) 31 507
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PHASE KEY ACTMTIES
P3 Project Scope: Key activities include:

Procuremen' Definition of the scope, specifications and requirements for the P3 Project Scope Procurement of the P3 Developer to perform the P3 Project Scope (a two-stage procurement process including a request for qualifications and a request for proposal phase is anticipated)
P3 Project Scope: Key activities include:

Des'gn Bu"d Design Development for the P3 Project Scope by the selected P3 Developer through to Final Design
Construction of the P3 Project Scope (including any related Rearrangements) by the P3 Developer
Performance of any LACMTA Retained Responsibilities by LACMTA Testing, trial running and certification of revenue service availability Operation
Maintenance
and Key activities include:

Operation of passenger service on the WSAB Project by the P3 Developer Maintenance of the WSAB Project by the P3 Developer Performance of any LACMTA Retained Responsibilities by LACMTA Part B: Project Schedule
[Latest Project Schedule to be inserted prior to executionl 32 ,.!3?-508
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Part A: WSAB Project Site
EXHIBIT 3 - PROJECT SITE
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z () s At-Grade
1111011111 Aerial
Iffll01 II Underground
(p Parking
11 ii lllii
j. ?

ARTESIA
Part B: City Portion
lMap of the location of the City Portion to be inserted prior to executionl 33 J4509
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EXHIBIT 4 - ROLES AND RESPONSIBILITIES
Part A: LACMTA Representative and City Representative The initial designations of the LACMTA Representative and City Representative are as follows:

LACMTA Representative LACMTA Program Management or such other person, or the holder of a specified office or position, specified, from time to time, by LACMTA's Chief Executive
Officer, or his/her designee
City Representative City Manager or his/her designee Part B: Summary of Key Roles and Responsibilities Phase
iiii b 11ffill z I *a ii is i s i I i i
General Performing its retained
obligations and ensuring that
the LACMTA Contractors
(including the P3 Developer)
comply with the provisions of
this Agreement
During the term of its LACMTA
Contract with LACMTA,
peforming LACMTA's
responsibilities under this
Agreement other than Cost
reimbursement and those
obligations specifically retained
by LACMTA and excluded from
the P3 Project Scope
Performing all of City's
obligations under this
Agreement and ensuring
that all City Contractors
comply with the provisions
of this Agreement
Planning and
Advanced
Conceptual
Engineering
Managing the planning
process and preparing all
environmental documents
including the EIR/ELS
Preparing Advanced
Conceptual Engineering for
the WSAB Project
Not applicable Providing support and
assistance to LACMTA in
obtaining Governmental
Approvals and in dealing
with other third parties with
respect to the City Portion
Enabling
W@rk:

Engineering &
Procurement
Preparing and submitting the
Design for Enabling Works to
the City to the extent required
by this Agreement, up to and
including Final Design stage
Preparing the procurement
documents and managing the
procurement for the Enabling
WorkB
Not applicable Reviewing and approving
Designs submitted to it in
accordance with agreed
procedures
Performing any other
Design-related obligations
under any Work Orders
Providing assistance to
LACMTA in procuring any
right-of-way necessary for
the City Portion
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Phase
I !!'Th ' l'l Iii A' ; " (' I ("{' a ; s 's i'l' (=
iiii *IIaall s r t *i ii is i I a ai *
Enabling
Works:

Construction
Monitoring progress and
performance of the LACMTA
Contractor(s) responsible for
Enabling Works
Performing its
Construction-related
obligations under any
Work Orders
Coordinating Adjacent
Work, City Construction
Work and City
Maintenance Work
Intenacing and coordinating
with the LACMTA Contractor(s)
responsible for the Enabling
Works
P3 Project
Scope:

Procurement
Preparing the procurement
documents and managing the
procurement for the P3 Project
Scope
Submitting its proposal in
accordance with the
procurement documents
To the extent requested by
LACMTA, reviewing the
scope, specifications and
requirements for any
Rearrangements included
within the P3 Project
Scope
P3 Project
Scope: Design
Build
Reviewing Designs prepared
by the P3 Developer and
ensuring that such Designs
are submitted to the City to the
extent required by this
Agreement
Performing and/ or ensuring
that LACMTA Contractors
perform the LACMTA
Retained Scope
Monitoring progress and
performance of the P3
Developer's Construction work
Defining its design
management plan for the
design of the P3 Project Scope
Submitting Design Packages in
accordance with the provisions
of its LACMTA Contract with
LACMTA and its design
management plan, and
submitting such Designs to the
City to the extent required by
this Agreement, up to and
including Final Design stage
Performing the Construction
work required to be performed
under the P3 Project Scope in
accordance with the Final
Designs, approved plans, the
provisions of its LACMTA
Contract for the P3 Project
Scope and the provisions of
this Agreement
Reviewing and approving
Designs submitted to it in
, accordance with agreed
procedures
Performing any other
Design-related obligations
under any Work Orders
Performing its
Construction-related
obligations under any Work
Orders
Coordinating Adjacent
Work, City Construction
Work and City
Maintenance Work
Operation and
Maintenance
Performing or ensuring that
LACMTA Contractors perform,
the LACMTA Retained Scope
Monitoring performance of the
P3 Developer's operation and
maintenance work
Performing the operation and
maintenance work required to
be performed under the P3
Project Scope in accordance
with the approved plans, the
provisions of its LACMTA
Contract for the P3 Project
Scope and the provisions of
this Agreement (including any
Performing any operation
and maintenance work
allocated to the City under
the provisions of this
Agreement (including any
amendment or supplement
or new agreement entered
into under
(Operation and
amendment or supplement or ) and
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Phase I
@_iq* l'l II :' G Y J Cp i; _< '@ W t * -
iii zi g ffll iv ii I t *s i €15 € ia i I *
L ntier Art cle 6 (Operation and work and AdiacentWork ) with LACMTA and the P3
Developer
Part C: Issue Resolution Ladder
The following City staff or its designees shall be responsible for coordinating among the applicable City departments and divisions as necessary to make the designated decision or approval.

City Team Partial List of Key Functions for Decision or Approval LACMTA Team City Manager,
Director of Public
Works, Designated
Project Manager or
Designated
Representative
Spearhead council approval of all work outside of normal working hours including any night work variances, holiday work restrictions, police & fire department requests, peak hours exemptions, and other requests with potential short- term impacts to the community (i.e. revised detours, temporary full street closures, revised haul routes) LACMTA Chief Program
Manager
Director of Public
Works, City
Engineer, or
Designated
Representative
Approve all final Construction plans and related documents as required by this Agreement.

Provide overall leadership in timely resolution of Design, Construction, plan review, and related administrative matters.

CA Professional Engineer Registration
LACMTA Senior
Executive Officer over
Designated Project
Manager
City Public Works
Construction
Department Head or
Designated
Representative
Provide Construction support as specified in this Agreement Manage assigned resources and coordinate interactions between the City and LACMTA and the LACMTA
Contractors as it relates to Construction support.

Provide independent quality assurance (IQA) functions where LACMTA performs work within City Right-of-Way such as street improvement, signal, lighting, and utility work.

LACMTA Designated
Project Manager level
(Executive Officer or
Deputy Executive
Officer) or Designated
Construction Manager
(Deputy Executive
Officer or Senior
Director)
City Public Works
Permit Division
Head or Designated
Representative
Oversee and coordinate all plan reviews as specified in this Agreement
Manage and coordinate interaction of the City with LACMTA and the LACMTA Contractors as it relates to Design review and comment resolution.

Provide the necessary coordination in planning,
engineering, technical, analytical and administrative support services with respect to design approval including fire/life safety, police/public security, access, transportation engineering, civil and structural engineering, street lighting engineering, drainage, sanitation, landscaping, and related maintenance requirements.

Skilled in change management and expedited approvals.

LACMTA Designated
Project Engineer
(Deputy Executive
Officer or Senior Director
levels), consultant CM,
and LACMTA Third
Party Admin Dept
Project Lead (Civil)
I
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City Traffic Engineer
or Designated
Representative
Approve all worksite traffic control plans and any final design documents pertaining to both permanent and temporary traffic controls (signals, striping, WATCH lane closures, MUTCD restrictions, lighting, etc. )
LACMTA Designated
Project Engineer
(Deputy Executive
Officer or Senior Director
levels), consultant CM,
LACMTA Third Party
Admin Dept Project Lead
(Civil) and TE
consultants.
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EXHIBIT 5 - DESIGN REQUIREMENTS

GENERAL DESIGN CRITERIA
Any Design work for any Rearrangements shall be performed in accordance with:
(a) the Design requirements set outin this EXHIBIT 5 or otherwise under the provisions of this Agreement and the relevant Work Order (if applicable); and
(b) all Governmental Approvals, Applicable Law and, subject to Section 3.5 (City Standards) of this Agreement, the City Standards.

CITY ST ANDARDS
The Parties agree that the following comprise the "City Standards" for the purposes of this Agreement:
(a) [To agree with the City and insert prior to execution]

SPECIFIC DESIGN REQUIREMENTS FOR REARRANGEMENTS
Suface Openings. To the extent operationally and fiscally practical, LACMTA shall locate surface openings, if any to mitigate: (a) the effect on existing features of landscape and improvements; and (b) public disruption; in each case afier taking account of health and safety concerns. Placement of gratings in sidewalks will be avoided to the extent reasonably practicable; however, all other openings, such as mechanical access openings, shall be regularly permitted in sidewalks, provided such openings are enclosed.

3.2 Landscaping. Trees and landscaped areas under ownership or daily control of the City shall be preserved whenever practical. Trees in the Project Site, which are not being removed by LACMTA, shall be adequately protected. Trees that must be removed due to Rearrangements shall be replaced by LACMTA, if the City elects and right-of-way is available. Replacement work shall be in accordance with applicable City Standards and shall be coordinated with the City. Landscaped areas removed due to Rearrangements shall be restored to the original condition to the extent practical as agreed to by the City and LACMTA.

3.3 Traffic Control Devices and Lighting Systems. If a Rearrangement requires the removal and reinstallation, or modification of existing or installation of new traffic control devices or lighting systems ("Traffic Control and Lighting Work"), then LACMTA must obtain the City's approval of LACMTA's Design for the Traffic Control and Lighting Work (which consent may not be unreasonably delayed or withheld).

3.4 Private Projections in Public Ways. If LACMTA determines that a private projection in, over or under any City Facilities or the City Rights-of-Way must be removed to accommodate the WSAB Project, LACMTA will issue a Work Order to the City and the City shall take all reasonable actions within its powers to require the elimination of such projections by the time specified in the Work Order. If the City is not empowered to effect the removal of such projections, or if LACMTA otherwise elects, LACMTA will make its own arrangements for removal of such projections. The City will cooperate with LACMTA to minimize the cost to eliminate, move, remove or otherwise terminate projections.

3.5 City Communications Facilities. The relocation of any conflicting underground City communications facilities shall be done by employing intercept-style manholes at both ends of every conflicting communications conduit segment in question, directly on the alignment of existing conduit segment(s), and beyond the area or the conflicting communications facilities.

PREPARATION AND SUBMISSION OF DESIGN DOCUMENT ATION For those Rearrangements where LACMTA is responsible for the Design work under the provisions of this Agreement, LACMTA will, and will ensure that the LACMTA Contractors will:
(a) prepare and submit all Design Documentation to the City:
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(i) in Packages in accordance with the schedule under the applicable design management plan defined by LACMTA and/or the applicable LACMTA Contractor and notified to the City (as may be updated and notified to the City from time to time); and (ii) in a manner and at a rate which, having regard to the quantum of Design Documentation submitted, will give the City a reasonable opportunity to review the submitted Design Documentation;
ensure that the Design Documentation submitted for the Final Design is of a level of detail which is sufficient to permit the City to determine whether the Design Documentation complies with this Agreement and the Construction work which will be performed in accordance with the Design Documentation will comply with this Agreement and highlights any material amendments made since any earlier submittal of that Design Documentation;
invite the City to attend any pre-submittal workshops held where Design Documentation for a Rearrangement is to be presented; and
if reasonably requested by the City, make available the appropriate design personnel to participate in design review meetings afier submittal of any Design Documentation for a Rearrangement to explain the Design Documentation or a particular element of it and provide such information regarding the Design Documentation as the City may reasonably request. 39 4% 515
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EXHIBIT 6 - LACMTA SUBMITTAL REVIEW PROCEDURE

GENERAL
The Parties agree that individuals undertaking Design review on behalf of the City under this Agreement shall, where reasonably possible, be consistent throughout the Design Phase. The City will ensure that any individual undertaking Design review on behalf of the City under this agreement has the appropriate qualifications, capability and experience to peform the review.

The procedures set out in this EXHIBIT 6 will govern all LACMTA Submittals to the City pursuant to this Agreement.

REVIEW PROCEDURE
The City shall notify LACMTA and the relevant LACMTA Contractor (if applicable) within 10 days of receipt of a LACMTA Submittal from LACMTA or a LACMTA Contractor if it considers (acting reasonably) that the LACMTA Submittal submitted is incomplete or deficient for the City's review purposes and requires re- submission, together with a detailed description of the information that it deems to be missing or deficient. If no such Notice is delivered by the City within such ten-day period, the LACMTA Submittal shall be deemed complete and acceptable for review purposes.

2.2 The City shall (or must require that the relevant City Contractor) within the LACMTA Submittal Review Period:
(a) review the LACMTA Submittal; and
(b) notify LACMTA and the relevant LACMTA Contractor (if applicable) that it:
(i) approves the LACMTA Submittal; or
(ii) rejects the LACMTA Submittal with detailed reasons including all Compliance Comments.

2.3 All Compliance Comments shall be transmitted in the form of a comment matrix, through the LACMTA 'Quality Management Oversight' database or through another equivalent format (in each case, as notified and provided by LACMTA) and shall be accompanied by an annotated LACMTA Submittal (if applicable). Where a database is used for transmission of comments, LACMTA will provide the City (and the relevant City Contractors) with user accounts and training for this purpose.

2.4 If no comments are received within the LACMTA Submittal Review Period, the LACMTA Submittal shall be deemed complete and approved by the City.

2.5 The Parties acknowledge that the LACMTA Submittal review process set out in this EXHIBIT 6 is intended to facilitate the LACMTA Submittal review process and be consistent (with necessary changes) with the LACMTA Guidelines on Enhanced Partnered Coordination and shall supersede the submittal / shop drawing review schedules specified in any standards referenced in this Agreement.

GROUNDS FOR OBJECTION OR COMMENT
The City will only be entitled to reject a LACMTA Submittal underArticle 2 (ReviewPmcedure) of this EXHIBIT 6 if such LACMTA Submittal fails to comply with the requirements set out in this Agreement, as specified in the City's Compliance Comments.

3.2 If the City rejects a LACMTA Submittal in accordance with Article 2 (Review Procedure) of this , LACMTA must (or must require that the relevant LACMTA Contractor):
(a) address the Compliance Comments and re-submit the LACMTA Submittal for review; or 40 516
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(b)

3.3 The City agrees that during the Final Design stage, it shall not raise any new issues, or make any comments, which are inconsistent with its comments on earlier submittals, or with any changes already agreed to by the City.

3.4 The City's approval of the Final Design for any Rearrangement will not be withheld if the submittal is consistent with the most recent earlier submittal for such Rearrangement, modified as appropriate to respond to the City's Compliance Comments on such earlier submittal (to the extent such comments were made in accordance with the provisions of this Agreement) and to reflect any subsequent changes agreed to by the City and LACMTA.

NO COMMENCEMENT OF CONSTRUCTION WORK
LACMTA and the City must not commence or permit the commencement of any Construction work that is the subject of, governed by or dependent upon a LACMTA Submittal until LACMTA (or a LACMTA Contractor) has submitted the relevant LACMTA Submittal to the City in accordance with this EXHIBIT 6 and:
(a) within seven days of receiving a Notice from LACMTA (or the relevant LACMTA Contractor (as applicable)) that the City failed to respond to a LACMTA Submittal within the relevant LACMTA Submittal Review Period, the City fails to respond to such LACMTA Submittal; or (b) the City has notified LACMTA (and the relevant LACMTA Contractor (as applicable)) that it approves such LACMTA Submittal.
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EXHIBIT 7 - CONSTRUCTION REQUIREMENTS

GENERAL REQUIREMENTS
(a) Any Construction work for any Rearrangements or the City Portion to be performed within the City Rights-of-Way shall be performed in accordance with:
(i) in the case of any Rearrangements, the approved Final Design (including any changes agreed under Section 3.6 (Chanqes to Desiqn) of this Agreement; (ii) all Governmental Approvals, Applicable Law and, subject to Section 3.5 (City Standards) of this Agreement, the City Standards;
(iii) the schedule for such Construction work agreed under the relevant Work Order (if applicable) or otherwise under the Project Schedule; and
(iv) all other Construction requirements set out in this EXHIBIT 7 or otherwise under the provisions of this Agreement and any relevant Work Order (if applicable). (b) In conjunction with its contractors, LACMTA will be responsible for conducting public outreach to provide proper notifications to the affected communities prior to and during Construction complying with the approved final EIR/ELS documents.

EXTENDED WORKING HOURS
The Parties acknowledge that extended working hours (beyond the windows contemplated in the City's ordinances limiting work hours and including holiday or weekend working) may be necessary to facilitate Construction and operation of the City Portion. The Parties will agree such working hours following joint review of the schedule and activities to be carried out by LACMTA and the LACMTA Contractors. If a change is required to the agreed working hours, the Parties will negotiate in good faith to agree such change.

HAULAGE ROUTES
The Parties will agree haulage routes reasonably necessary to facilitate Construction and operation of the City Portion. If a change is required to an agreed haulage route, the Parties will negotiate in good faith to agree such change.

INTERRUPTIONS
(a) The Parties acknowledge that certain components of the work in the City Portion will require interruption of the City services. The Parties will agree a plan for any such interruptions and, subject to City approval of the plan, the City consents to scheduled interruption of services deemed necessary by LACMTA. LACMTA must provide the City prior Notice before the City services are interrupted. (b) LACMTA will notify affected parties, including residents, businesses, Council office, and other elected officials in advance of scheduled interruptions and will cooperate with the City to minimize interruption of the City services and resulting disruptions, provided that notification may be delayed where LACMTA is required to interrupt services in the event of emergency. Where the City determines that Temporary Facilities are necessary and appropriate, LACMTA shall accommodate this request.

CONSTRUCTION ST AGING PLANS
General Requirements
(a) LACMTA or the LACMTA Contractors shall develop a construction staging plan ("Construction Staging Plan") for any Construction work to be performed within the City Rights-of-Way. 42 4F-518
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(b) The City acknowledges that the Construction work to be performed by LACMTA or the LACMTA Contractors within the City Rights-of-Way is intended to be peformed progressively under multiple contractual packages and the Construction Staging Plans described in this EXHIBIT 7 may, therefore, be prepared for each contractual package or for a portion of such Construction work. (C) A Construction Staging Plan shall provide, among other things, for:
(i) the handling of vehicular and pedestrian traffic on streets adjacent to the Construction with the Construction phasing showing street closures, detours, warning devices and other pertinent information specified on the plan (worksite traffic control plans); (ii) actions to maintain access to businesses adjacent to the Construction areas, as possible, and actions to ensure safe access and circulation for pedestrians and vehicular traffic as described in the worksite traffic control plans;
(iii) elements of public awareness as well as mechanisms to assist affected parties in complaint resolutions.
(d) The City understands that LACMTA requires flexibility in the execution or Construction phasing and traffic management planning during Construction, and agrees to impose only the minimum requirements for traffic management planning and Construction sequencing that are necessary in order to provide for public health and safety (including pedestrian and vehicular safety), and functionality (including public and business access and circulation).

5.2 Specific Requirements - Street Lighting Systems LACMTA or the LACMTA Contractors shall develop street lighting Construction Staging Plans, which shall provide, among other things, for:
(a) the safety and security at night time of vehicular and pedestrian traffic on streets adjacent to Construction, with the street lighting Construction Staging Plans showing street closures, detours, lighting devices, circuit and power service connections, and other pertinent information; and (b) lighting levels to maintain safe access to businesses adjacent to the Construction areas, and to ensure safe circulation for pedestrian and vehicular traffic.

Specific Requirements - Traffic Management Plan
(a) LACMTA and the City may agree that a street, highway, bridge or the other City Rights-of-Way shall be temporarily or permanently closed for the necessity and convenience of the WSAB Project. If agreed to, a Traffic Management Plan must be developed and submitted by LACMTA or the LACMTA Contractors, which shall provide, among other things, for worksite traffic control plans, traffic circulation plans, and temporary traffic signal plans. (b) WATCH Manual page references shall be acceptable as a form of traffic control plans and submittal. (c) The City's traffic department staff involved in the review and approval process shall facilitate the City's internal approvals regarding peak hour exemptions, holiday moratoriums, changes to existing parking restrictions in the work zone, night work, and noise variances.

5.4 Review and Implementation of Construction Staging Plans (a) LACMTA (or the relevant LACMTA Contractor (as applicable)) must submit each Construction Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA Submittal Review Procedurel.
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(b) LACMTA (or the relevant LACMTA Contractor (as applicable)) may update a Construction Staging Plan after it has been approved by the City and must promptly submit each updated Construction Staging Plan to the City for review in accordance with EXHIBIT 6 (LACMTA Submittal Review Procedurel.
(C) LACMTA must, and must ensure that the LACMTA Contractors, implement and comply with each Construction Staging Plan which has been submitted to the City and which has been either approved (or deemed approved) under EXHIBIT 6 (LACMTA Submittal Review Procedure5.

WORK IN STREETS
General Requirements
(a) The Parties acknowledge that the City has the duties of supervising, maintaining and controlling streets, highways, and the other City Rights-of-Way. Accordingly, LACMTA shall give the City 10 days' advance written Notice where Construction work is to be performed in the City Rights-of-Way. (b) LACMTA and the LACMTA Contractors shall take all appropriate actions to ensure safe performance of the Construction work within the City Rights-of-Way. The City reserves the right to stop work if public health and safety is or will be comprised by such work. (C) If LACMTA or a LACMTA Contractor fails to perform any Construction work within the City Rights-of- Way in accordance with the Final Design and/or Construction Staging Plans approved (or deemed approved) by the City under this Agreement then upon written Notice of the non-compliance from the City, LACMTA must cure or must ensure that the LACMTA Contractor cures, the non-compliance.

6.2 Traffic Control and Lighting
LACMTA must provide the City prior Notice before conducting the Traffic Control and Lighting Work that will result in an interruption to service of traffic control devices or lighting systems and LACMTA shall cooperate with the City to minimize such interruption.

6.3 City Communication Facilities
Construction of replacement conduit segments, inner ducts, and manholes that bypass the conflicting conduit segments shall be done prior to relocation of the communications cables. In addition, relocation/installation work of communications cables that carry live production traffic shall be scheduled during a maintenance window, in order to minimize system downtime and minimize the City network traffic disruption.

TEMPORARY AND PERMANENT STREET CLOSURES
Upon notification of a proposed temporary or permanent street closure, the City, as requested by LACMTA, shall initiate the appropriate proceedings and shall establish the necessary conditions for the closures.

TEMPORARY FACILITIES
LACMTA Facilities
Temporary Facilities may be necessary to facilitate Construction of the WSAB Project (including Rearrangements). LACMTA or its designee may use, without cost, lands owned or controlled by the City for any Construction related purpose, including, but not limited to, the erection and use of Temporary Facilities thereon; provided that, the City shall first approve in writing the availability, location and duration of the Temporary Facilities, with the City's approval not to be unreasonably withheld. Upon completion of the related Construction and LACMTA's determination that the Temporary Facilities no longer are needed, LACMTA shall remove all Temporary Facilities and restore the area as nearly as practicable to its original condition unless LACMTA and the City agree to some other arrangement. 44 520
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8.2 City Facilities
In the event that Temporary Facilities are necessary to effect a Rearrangement being constructed by the City, the City or its designee may use, without cost, lands owned or controlled by LACMTA for the purpose of using or erecting Temporary Facilities thereon; provided that, LACMTA shall first approve in writing the availability, location and duration of the Temporary Facilities. Upon completion of the Rearrangement in its permanent location, the City shall remove all Temporary Facilities and restore the area as nearly as practicable to its original condition unless the City and LACMTA agree to some other arrangement.

UNDERGROUND SERVICE ALERT
Prior to any commencement of underground work by either Party, an "Underground Service Alert" shall be notified in accordance with California law by such Party or its contractor.

ENVIRONMENT AL CONTROLS
All Construction work performed by the City or City Contractors pursuant to this Agreement shall comply with the environmental controls established by LACMTA in the LACMTA Contracts, including construction noise and vibration control, pollution controls, archaeological coordination and paleontological coordination.

SALV AGED MATERIALS
The Parties may agree to salvage certain materials belonging to the City during the course of Rearrangement.

If materials belonging to the City are to be reused, LACMTA's contractor shall exercise reasonable care in removal and storage of such materials. Materials shall be inspected and stored until such time as the progress of work allows the reinstallation of such materials. Materials that are not to be reused in a Rearrangement, but which the City desires to reclaim, may be recovered by the City staff within an agreed time frame or shall be delivered by LACMTA to a location proximate to the salvage site and suitable to the City. Subject to acceptance by LACMTA, if materials removed by LACMTA are not reused and are not desired by the City, such materials shall become the property of LACMTA.

AS-BUILT DRAWINGS

12.1 LACMTA and the City shall each maintain a set of "as-built" plans of Rearrangements performed by LACMTA and the City, respectively, during Construction. Red line mark-ups for temporary lighting systems, traffic signal systems, and other the City Facilities shall be submitted to the City and LACMTA within 15 days affer completion of Construction. All Design changes shall be documented on RFI/RFC forms. Upon completion of the Rearrangement work, the Pat'ty that performed the work shall furnish the other Party with reproducible "as-built" drawings showing all Replacement Facilities installed by the peforming Party, within 75 days affer completion of such work for each set of plans.

12.2 LACMTA and the City agree to provide the other with electronic files and full size paper hard copies of those final contract documents that they have prepared, or caused to be prepared, to govern the Construction of a given Rearrangement by their respective contractor so that each Party may compile a complete set of contract documents. Each Party shall prepare or cause to be prepared the contract documents for which it is responsible.
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EXHIBIT 8 - INSPECTION AND ACCEPTANCE PROCEDURE

INSPECTION DURING CONSTRUCTION
Each Party shall give the other Party at least 10 days' Notice prior to commencing a Rearrangement for which it is responsible to enable such other Party to make arrangements for inspection of such work.

Any Construction of Rearrangements performed by LACMTA (directly or through the LACMTA Contractors) under this Agreement shall be subject to inspection and final acceptance by the City provided that any such inspection carried out by the City (directly or through a City Contractor) shall be solely for the purposes of assessing whether the Construction work conforms with, subject to Section 3.5 (City Standards) of this Agreement, the City Standards. Such inspection services shall be authorized by LACMTA under a Work Order issued in accordance with Section 2.3 (Work Orders) of this Agreement. If City inspection services are authorized under a Work Order, the City shall (or must require that the relevant City Contractor):
(a) provide inspectors at LACMTA's cost as needed to comply with the schedule for such inspections set out in the Work Order;
(b) cooperate and coordinate with the LACMTA Representative and the LACMTA Contractors to observe and inspect any Rearrangements or new City Facilities so that upon completion of Construction, the City will have a basis for acceptance of the work;
(c) ensure that all City inspectors submit copies of daily written inspection reports to LACMTA, each within 48 hours after such inspection; and
(d) remove and replace any inspector seven days after LACMTA's reasonable written request.

Any Construction work performed by the City or a City Contractor pursuant to a Work Order agreed under the provisions of this Agreement shall be subject to LACMTA inspection and final acceptance.

If, in carrying out an inspection, a Party identifies Non-conforming Work, the Party must provide the other Party with immediate Notice with detailed reasons (and in any event, no later than 48 hours from discovery).

The Party that performed the relevant work must rectify any Non-conforming Work.

The City shall not have any inspection rights with respect to any structures or physical elements that are owned and maintained by LACMTA, a LACMTA Contractor, or a tenant or licensee of LACMTA.

ACCEPTANCE PROCEDURE
Promptly following completion of any Rearrangement, the Party that performed the Construction shall notify the other Party that the Rearrangement is ready for final inspection.

2.2 The final inspection shall be carried out within 10 days of receipt of a Notice under Section 2.1 (Acceptance and within five days of the completion of the final inspection, the inspecting Party shall notify the other Party of any Non-conforming Work. If no Notice is received, the relevant work will be deemed accepted by the inspecting Party.

2.3 The City shall accept all Rearrangements that are in conformance with the City Standards.

INDEPENDENT ENGINEER
The City acknowledges and agrees that LACMTA may delegate its inspection and acceptance rights under this EXHIBIT 8 to an independent engineer appointed under the provisions of any LACMTA Contract. 46 522
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EXHIBIT 9 - OPERATION AND MAINTENANCE PRINCIPLES

PRIMARY RESPONSIBILITIES
LACMTA (directly or through the LACMTA Contractors, including in particular the P3 Developer) will be responsible for the operation and maintenance of the WSAB Project including the City Portion (and including maintenance of any low impact development water and storm drain mitigation measures constructed outside of the City Rights-of-Way as part of the WSAB Project and on the Project Site or otherwise on a LACMTA- owned right of way).

The City (directly or through the City Contractors) will be responsible for:
(a) the maintenance of all City Facilities within the City Rights-of-Way including trees, gutters, sidewalks, ramps, streets, roadways, utilities, vaults, pull boxes, lights, signals, City loops, striping, signage, irrigation, bio swales and landscape;
(b) operation of the traffic signal system within the jurisdiction and control of the City; and (C) maintenance of all low impact development water and storm drain mitigation measures constructed within the City Rights-of-Way.

TRAFFIC SIGNALS
With respect to its responsibility for the operation of the traffic signal system within the jurisdiction and control of the City, the City shall work cooperatively with LACMTA to facilitate the safe and efficient operation of the City Portion. The City shall not modify the traffic signal model controller soffware on the City Portion without notification to and coordination with LACMTA.

MAINTENANCE OF THE CITY PORTION
LACMTA shall obtain appropriate permits from the City when performing maintenance work on or near the City streets and conform to all of the City's permitting requirements for the submittal, review, and approval of temporary traffic control plans, use of public rights-of-way, or any other activity requiring a permit or license in accordance with the City Use of Public Property Permit Process and Application and Requirements For Traffic Control Plans. All traffic control devices shall conform to accepted City practices and shall be installed and maintained in accordance to the California Manual on Uniform Traffic Control Devices. All City staff costs incurred for permitting such work shall be reimbursed by LACMTA through the Work Order process set forth in this Agreement.

UTILITY CONTRACTS
In the event the City enters into a contract with private utility companies such as Southern California Edison for the provision of electricity and/or the applicable water district for the provision ofwater supply in connection with the WSAB Project, LACMTA shall similarly procure separate license and cooperative agreements with such private utilities. Further, if the City owns and operates its own "power" department and the WSAB Project draws electricity from this source, then such agreements shall include a "power restoration" priority provision regarding outages resulting from emergencies whereby the WSAB Project and future operations shall be provided with the highest level priority consistent with other state-wide designated essential facilities. 47 E2. 523
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Part A: Form 60
EXHIBIT 10 - FORMS
Name of Offeror/Contractor/Utility Company (Name of Preparer):

Scope of Work/Deliverable (provide expanded
description on Form 60 page 2)
Home office address
Division(s) and Locations where Work is to be performed LACMTA Solicitation/Proposal/Contract Number/Work Order/Change Notice and/or Change
Order Reference Number(s):

NOTE: For proper calculations of cost elements link additional sheets to this summary page.

1. Direct Labor Est.

Hours
Rate Per
Hour
Est. Cost TOTAL

2. 0.00 $0.00 $0.00

3. 0.00 $0.00 $0.00

4. 0.00 $0.00 $0.00

5. TOT AL DIRECT LABOR HOURS 0.00 TOT AL DIRECT LABOR $0.00

6. Labor Overhead (O/H) O/H Rate x Base i Est. Cost

7. 0% $0.00

8. TOT AL LABOR OVERHEAD $0.00

9. Direct Material Est. Cost

10. a. Purchase Parts $0.00

11. b. Subcontracted items $0.00

12. c. Other i $0.00

13. TOTAL DIRECT MATERIAL $0.00

14. Equipment Unit Cost Est. Cost

15. $0.00 $0.00
"16. $0.00 - $0.00

17. TOT AL EQUIPMENT $0.00

18. Subcontractors" Est. Cost

19. $0.00

20. $0.00
21 . $0.00

22. TOT Al- SUBCONTRACTORS $0.00

23. TOTAL BURDENED COST (add lines 5, 8, 13, 17 and 22) $0.00

24. Other Direct Costs Est. Cost

25. $0.00

26. $0.00

27. $0.00

28. TOT AL CTHER DIRECT COSTS $0.00

29. Travel Est. Cost

30. a. Transportation $0.00
31 . b. Per Diem or Subsistence $0.00

32. TOT AL TRAVEL $0.00

33. General and Administrative
Expense
Rae % % x Line 23

34. 0% $0.00

35. TOT AL GENERAL AND ADMINISTRATIVE EXPENSE $0.00

36. TOTAL ESTIMATED COSTS (Total Lines 23, 28, 32 and 35) $0.00

37. Profit/Fee Total Labor and
Overhead
(line 5 + line 8)
Rate % % x Total Labor and Overhead

38. 0% $0.00

39. TOT AL FEE $0.00

40. TOTAL ESTIMATED PRICE (Total of Lines 36 and 39) $0.00 48 Draff: June 20, 2022
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41 . Milestone
/Task
Number
Milestones/Tasks Hours Completion
Date
Payment Amount

42. $0.00

43. $0.00

44. $0.00

45. TOTAL Ml qESTONES/TASKS (Must equal line 40) $0.00 " Attach Form 60 for all proposed subcontractors performing work under Form 60'Prime Contrcctor where applicable. Transfer Est. Cost to this Section.

46. Fill in applicable sections only

47. t-ias any Agency of the United States Government, State government, local public agency or the Los Angeles County Metropolitan Transportation Authority (LACMTA) performed any review of your account or records, overhead rates and general and administrative rates in connection with any public prime contract or subcontract within the past twelve months? Yes No If yes, wlien? Reference Contract No.

48.a. Agency Name/Address 48.b. Individual to contact/Telephone Number

49. As required by LACMTA, firms not audited, as described above, shall submit financial data and calculations in sufficient detail to support all proposed direct costs and subcontractor costs.

50. The proposal reflects our estimates and/or actual costs as of the date and by submitting this proposal, Proposer/Consultant grants to LACMTA Contracting Officer and authorized representative(s) the right to examine, at any time before award, those records, which include books, documents, accounting procedures and practices, and other supporting data, regardless of type and form or whether such supporting information is specifically referenced or included in the proposal as the basis for pricing, that will permit an adequate evaluation of such cost or pricing data, along with the computations and projections used therein, for the purpose of verifying the cost or pricing data submitted. This right may also be exercised in connection with any negotiations/discussions prior to contract award or execution of contract modification.

51. CERTIFICATE
The labor rates and overhead costs are current and other estimated costs have been determined by generally accepted accounting principles. Proposer/Consultant represents: (a) that it has , has not , employed or retained any company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) to solicit or secure a contract, and (b) that it has , has not , paid or agreed to pay to any company or person (other than a full time bona fide employee working solely for the Proposer/Consultant) any fee, commission, percentage or brokerage fee, contingent upon or resulting from the award of this contract, and agrees to information relating to (a) and (b) above, as requested by the Contracting Officer.

52. CERTIFICATE OF CURRENT COST OR PRICING DATA
This is to certify that, to the best of my knowledge and belief, the cost or pricing data (as defined in Section 2.101 of the Federal Acquisition Regulations (FAR) and required under subsection 15.403-4) submitted, either actually or by specific identification in writing, to LACMTA's Contracting Officer or to LACMTA's Contracting Officer's representative in support of " are accurate, complete and current as of ". This certification includes the cost or pricing data supporting any advance agreements and forward pricing rate agreements between the Proposed/Consultant/Contractor and LACMTA that are a part of the proposal.

53. This proposal as submitted represents our best estimates and/or actual costs as of this date.

54. Type Name and Title of Authorized Representative Signature Date""

55. " Identify the proposal, quotation, requast for price adjustment, or other submission involved, giving appropriate identifying number (e.g. Information For Bid No., Work Order No., Request for Proposal No., Change Order No., Modification No., etc.)

56. " Insert the day, month and year when price negotiations were concluded and price agreement was reached.

57. "-' Insert the day, month and year of signing (i.e., When price negotiations were concluded and mutual agreement was reached on contract price).

Form 60 Attachments (Applicable if Box is checked)
Scope of Work Expanded Description for which Cost Estimate is based on:
1 2
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4 Schedule in which Scope of Work is based on:
1 2
3 4
The Non-Disclosure Agreement (NDA) provisions (as set out in the NDA between City and LACMTA) are applicable to the following Form 60-specific items:

I
2 3
4 Track Allocation Request For Metro active rail right-of-way encroachment is anticipated per stated Scope of Work. The following information is provided in advance to facilitate final Metro TAR approval:

I
2 3
4 FORM 60 IS SIGNED AND EXECUTED WITH THE FOLLOWING ADDITIONAL ASSUMPTIONS:

I CITY AS-BUILT RESEARCH BY CITY FOR METRO PROJECTS IN THE PLANNING PHASE SHALL BE

TREATED AS PART OF LABOR OVERHEAD PORTION OF COST
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Part B: LACMTA "Potential Notice of Betterment" Form The Word file of the latest version of this form is available upon request from LACMTA's assigned Third Party Administration (TPA) Representative.

Alternatively, a written memorandum on City's letterhead may be submitted to the TPA Representative with the following required information:

Scope: Describe in detail with reference to applicable sections of this Master Cooperative Agreement, City Standards, and Applicable Law including any relevant codes.

Note the following common reasons for denial:
(a) Scope is not per agreed City Standards or a legal requirement. (b) Scope added affer establishment of the applicable Basis of Design. (C) Scope is not endorsed by LACMTA as a WSAB Project requirement. (d) Scope is not identified in the EIR or amendments.

Detailed Justification: Why does City believe the scope is not a Betterment? Cite specific prior cases, exceptions under Applicable Law including any relevant codes, project-specific reasons, etc.

Cost Estimate: Use Metro Form 60 to provide a detailed cost breakdown as proposed For the Betterment in question.

City's Agreement: City agrees that scope is a Betterment and provides separate funding. The source of funds must be specified, City approved financial documents supporting validity and timing of funds must be provided, and a determination regarding whether City will commit to provide adequate front funding for cash-flow must be made.

Signatures: The form shall provide a signature block with 2 signatures from City Representatives agreeing to the information provided.

LACMTA Signatures: The form signature block area shall provide for LACMTA to countersign with 2 LACMTA Representative signatures with checkboxes indicating whether the Betterment proposal is denied or approved. 51 527
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EXHIBIT 11- GOVERNMENTAL AND LENDER REQUIREMENTS

AUDIT AND INSPECTION
The City shall comply with all financial record keeping, reporting and such other requirements as may be imposed as a condition to or requirement of funding obtained by LACMTA from third parties (provided that LACMTA gives reasonable Notice of such requirements to the City). The City shall permit the authorized representatives of LACMTA, the u.s. Department of Transportation, the Comptroller General of the United States, any other government agency, and/or financial institution providing funding or oversight on the WSAB Project to inspect, audit and copy, during normal business hours and upon reasonable notice, all cost and other relevant records relating to performance by the City, its contractors and subcontractors under any Work Order issued to the City for the WSAB Project or Rearrangements of the City Facilities related thereto, from the date of this Agreement through and until not less than three years affer the date of termination or expiration of this Agreement, except (a) in the event of litigation or settlement of claims arising from performance of this Agreement, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto, and (b) such later date as is required by the rules and regulations of any such government agency or financial institution (provided LACMTA gives reasonable Notice of such later date to the City). Examination of a document or record on one occasion shall not preclude further examination of such document or record on subsequent occasions. By providing any of its records for examination pursuant to this EXHIBIT Il the City represents and warrants that such records are accurate and complete.

The City further agrees to permit the Federal Transit Administration and its contractors access to sites of performance under this Agreement as reasonably may be required. The City shall insert into any contracts it enters into for the performance of work hereunder the above requirements and also a clause requiring the contractors (or consultants) to include the above requirements in any subcontracts or purchase orders. In the case of such contractors, consultants, subcontractors and suppliers, any records subject to the above requirements shall include, without limitation, any relevant records as to which a tax privilege might otherwise be asserted.

INTEREST OF MEMBERS OF CONGRESS
No members of or delegates to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom.

PROHIBITED INTERESTS
No member, officer or employee of LACMTA, or of a local public body, during his or her tenure or for one year thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. To LACMTA's and the City's knowledge, no board member, officer or employee of LACMTA has any interest, whether contractual, non-contractual, financial or otherwise in this transaction, or in the business of the City; and if any such interest comes to the knowledge of either Party at any time, a full and complete disclosure of all such information will be made in writing to the other Party, even if such interest would not be considered a conflict under Article 4 of Division 4 (commencing with Section 1090) or Division 4.5 (commencing with Section 3690) of the Government Code of the State of California.

EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Parties shall not discriminate against any employee or applicant for employment because of age, race, religion, color, sex, sexual orientation, national origin or disability. The Parties shall take affirmative action to ensure that applicants are employed, and that employees are treated during their employment, without regard to their age, race, religion, color, sex, sexual orientation, national origin, or disability. Such action shall include, but not be limited to the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 52 5?- 528
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DISADV ANT AGED BUSINESS ENTERPRISE
In connection with the performance of this Agreement, the City will cooperate with LACMTA in meeting all applicable federal regulations with regard to the maximum utilization of disadvantaged business enterprises, and will use its best efforts to ensure that disadvantaged business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this Agreement.

PRIOR APPROV AL
This Agreement and all amendments thereto are subject to u.s. Department of Transportation, Federal Transit Administration review and approval.

NON-DISCRIMINATION
Without limiting any other provision of this EXHIBIT 1l the City agrees to comply, and to cause all of its contractors who work on projects subject to this Agreement to comply, with all applicable non-discrimination laws, rules and regulations, whether imposed by federal, state or local authority.

BUY AMERICA
If the City peforms any City Construction Work under a Work Order, the City must comply with 49 u.s.c. 5323(j) and 49 CFR Part 661 et seq., which provide that federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. If the City performs any City Construction Work under a Work Order, the City shall incorporate the Buy America conditions set forth in every contract or purchase order entered into with a City Contractor in respect of such City Construction Work and shall enforce such conditions.
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Item No. 15
City of South Gate

CITY COUNCIL

AGENDA BILL
For the Special Meeting of July 12, 2022
Originating Department: City Attorney's Office
Depart/flentDirector:Rkl,'!, J:C:'(terimCityManager: %'! Jeffers SUBJECT: CITY CLERK SALARY
PURPOSE: For the City Council to provide guidance to staff whether to prepare a resolution adjusting the salary and benefits of the City Clerk effective at the start of the next term of office.

RECOMMENDED ACTIONS: The City Council will consider:
a. Providing guidance on whether the elected position of the City Clerk's salary and/or benefits should be adjusted effective at the start of the City Clerk's next tern'i of office; and b. Directing the City Attorney to return with a resolution based on such guidance to be presented at the City Council's July 26, 2022, Regular City Council meeting.

FISCAL IMPACT: Unknown at this time. The precise amount of the financial impact will depend upon the action taken by the City Council vis-A-vis the City Clerk's salary/benefits.

ANALYSIS:. Pursuant to state law, the City Council sets the salary of the City Clerk by either resolution or by ordinance. While the salary of a City Clerk may be increased during the term of office, the salary of a City Clerk may not be adjusted downward during the then existing term of office.

The City will hold a General Municipal Election on November 8, 2022, in which the City's registered voters will select a City Clerk. The next term of office will commence sometime in December 2022 after the County of Los Angeles Board of Supervisors first certifies the results of the election.

Between now and prior to the commencement of the next term of office, if the City Council so determines it may adjust the salary of the City Clerk, to become effective upon the start of the next term of office.

BACKGROUND: This agenda item was placed at the request of Council Member Gil Hurtado who was joined by Vice-Mayor Maria del Pilar Avalos. The fiting window for any candidate seeking to fill the office of the City Clerk opens July 18, 2022, and closes August 11, 2022. Notwithstanding that the City Council may adjust the City Clerk's salary downward up until just prior to the commencement of the next term of office (i.e., in December 2022), the matter is being placed on the agenda now so that guidance with respect to any adjustment to the salary of the City Clerk can be discussed as a whole by the City Council, and so that any candidate seeking to run for the position will know prior to the filing deadline whether there will be a change in the City Clerk's salary effective upon the next term of office. If the City Council decides to adjust the salaty, the matter will be brought back to the City Council for adoption of an appropriate resolution. 5242721.1-L235.0
530

CITY OF SOUTH GATE
Employee Salary Cost
City Treasurer
Grade/Step ANNUAL
999-1 7,800.00
Salary 7,800.00

BENEFITS
Auto Allowance 5,700.00 Automobile Allowance at the rate of $475 per month Communication Allow. 1,200.00 Communication Allowance at the rate of $100 per month.

PERS Retirement 889.20 2.7% at 55 or 2% at 62 with benefit.

LTD 16.38 Long Term Disability paid by employer.

Medicare 213.15 1.45% Medicare Tax paid by employer.

Def. Comp 10,250.00 City matches "dollar for dollar" benefit, matches City Treasurer contribution (50% of the legal limit) Health 22,457.16 City pays up to the maximum of the Employee+2 Kaiser premium.

Dental 471.36 City pays up to the maximum of the family HMO plan premium.

Vision 216.36 City pays up to the maximum of the family HMO plan premium.

Life 83.88 $20,000 Term Life Insurance Policy and a $20,000 Accidental Death and Dismemberment policy at no cost to the elected official Benefits 41,497.49
Salary & Benefits 49,297.49 $
Benefits as a % 532%
Leave Accruals Hrs $$
Holiday 0 -
Administrative 0 -
Sick 0 -
Vacation 0 -
531

CITY OF SOUTH GATE
Employee Salary Cost
City Clerk
Grade/Step ANNUAL
800-1 92,523.00 Stand alone salary for City Clerk Salary 92,523.00

BENEFITS
Auto Allowance 5,700.00 Automobile Allowance at the rate of $475 per month Communication Allow. 1,200.00 Communication Allowance at the rate of $100 per month.

PERS Retirement 10,547.62 2.7% at 55 or 2% at 62 with benefit.

LTD 194.30 Long Term Disability paid by employer.

Medicare 1,441.63 1.45% Medicare Tax paid by employer.

Def. Comp 10,250.00 City matches "dollar for dollar" benefit which matches the City Clerks contribution (50% of the legal limit) Health 22,457.16 City pays up to the maximum of the Employee+2 Kaiser premium.

Dental 471.36 City pays up to the maximum of the family HMO plan premium.

Vision 216.36 City pays up to the maximum of the family HMO plan premium.

Life 83.88 $20,000 Term Life Insurance Policy and a $20,000 Accidental Death and Dismemberment policy at no cost to the City Clerk Benefits 52,562.31
Salary & Benefits 145,085.31$
Benefits as a % 57%
Leave Accruals Hrs $$
Holiday 0 -
Administrative 0 -
Sick 0 -
Vacation 0 -
Note: City Clerk is not eligible for leave accruals under the current contract. 532

CITY OF SOUTH GATE
Employee Salary Cost
City Council
Grade/Step ANNUAL
999-1 7,800.00
Salary 7,800.00

BENEFITS
Auto Allowance 5,700.00 Automobile Allowance at the rate of $475 per month Communication Allow. 1,200.00 Communication Allowance at the rate of $100 per month.

PERS Retirement 889.20 2.7% at 55 or 2% at 62 with benefit.

LTD 16.38 Long Term Disability paid by employer.

Medicare 213.15 1.45% Medicare Tax paid by employer.

Def. Comp 10,250.00 City matches "dollar for dollar" benefit, matches Council Members contribution (50% of the legal limit) Health 22,457.16 City pays up to the maximum of the Employee+2 Kaiser premium.

Dental 471.36 City pays up to the maximum of the family HMO plan premium.

Vision 216.36 City pays up to the maximum of the family HMO plan premium.

Life 83.88 $20,000 Term Life Insurance Policy and a $20,000 Accidental Death and Dismemberment policy at no cost to the elected official Benefits 41,497.49
Salary & Benefits 49,297.49$
Benefits as a % 532%
Leave Accruals Hrs $$
Holiday 0 -
Administrative 0 -
Sick 0 -
Vacation 0 -
Elected Council Officials receive additional pay for attendance to different meetings, which are listed as follows:
$50 for each meeting attended

2. Community Development Commission (CDC) Meetings $150 for each meeting attended

3. Public Housing Authority (PHA) Meetings $30 for each meeting attended

1. Public Utitlities Autorithy (PUA) Meetings
533
CITYMANAGIER'SOFFICE Item No. 16
JUL 0 6 2022
6:Dbf?
Ciffl of South Gate

CITY COUNCIL

AGENDA BILL
Department Director:

For the Special Meeting of: July 12, 2022
Originating Department: City Attorney's Office
Raul F. Salinas Raul F. SalinasRard F. Salinas
SUBJECT: EMPLOYMENT AGREEMENT WITH CHRIS JEFFERS AS CITY MANAGER PURPOSE: To consider approving an Amended and Restated Employment Agreement with Chris Jeffers as City Manager, effective July 1, 2022.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Amended and Restated Employment Agreement ("Agreement") with Chris Jeffers as City Manager, effective July 1, 2022; and b. Authorizing the Mayor to execute the Agreement in a form acceptable to the City Attorney.

FISCAL IMPACT: The precise amount of the financial impact will be generally consistent with what the City paid the predecessor City Manager immediately preceding Mr. Jeffers' tenure as Interim City Manager. Funds for the position of City Manager will be included in the FY2022/23 proposed City Budget.

ANALYSIS: The City Manager is the most critical and key position in the City. Up until June 30, 2022, Mr. Jeffers was a retired annuitant subject to the rules and regulations established by the California Public Employees Retirement Systems (CalPERS). State law, pursuant to Government Code Section 21221(h), precluded Mr. Jeffers from continuing his employment as the Interim City Manager beyond June 30, 2022, as a retired annuitant. Mr. Jeffers decided to reinstate his status into active membership under CalPERS effective July 1, 2022, to permit the City Council to retain his services as the City Manager. In a Special City Council Meeting held July 1, 2022, the City Council provided guidance to the City Attorney to present an Employment Agreement with Mr. Jeffers for formal consideration by the City Council at its next regularly scheduled City Council meeting set for July 12, 2022. Mr. Jeffers is performing services pursuant to an existing agreement with the City as the Interim City Manager. A new and restated employment agreement is necessary to reflect a change in Mr. Jeffers interim status as City Manager (he would no longer be interim), and to reflect a change in his salary and associated benefits reflective of the market and the City's prior compensation packages paid to City Managers.

BACKGROUND: Mr. Jeffers has been serving under contract as the Interim City Manager since November 30, 2020.

I
5242215.2-29CD.RFS
534
The City Council had retained Mr. Jeffers as the Interim City Manager, to take advantage of his nearly 40 years of experience in municipal government, to provide leadership needed for City to continue in its path of stability, and to assist the City in moving forward from the uncertainty and unprecedented times caused by the COVID-19 pandemic. However, Mr. Jeffers services as a retired annuitant are subject to state law limitations imposed on retired annuitants which would have prevented Mr. Jeffers from continuing his employment with the City beyond June 30, 2022.

In 2021, the City conducted a search for a permanent City Manager but declined to proceed further for a number of reasons, including the limited availability of City Managers with significant years of seasoned experience. The City opted instead to consider a longer term more strategic recruiting strategy that considered the impact of the "Great Retirement," a phenomenon associated with older workers leaving the workforce at higher rates than before the COVID-19 pandemic.

Fortunately, Mr. Jeffers has offered and, indeed has given notice to CalPERS, of his intention to return to active status as a CalPERS member. As a result, Mr. Jeffers is no longer considered a retired annuitant as of July 1, 2022. On July 1, 2022, during a duly agendized Special City Council meeting, the City Council requested that the City Attorney return with a formal agreement for consideration in open session at the Regular City Council Meeting scheduled for July 12, 2022.

The proposed Agreement provides for a term of employment for one (1) year, with an additional (1) year option at the City's sole election and discretion. The Agreement also provides a generally similar compensation and benefits package offered to the previous City Manager. The Agreement provides for an effective date of July 1, 2022, to account for the loss of retiree benefits that Mr. Jeffers would otherwise sustain given his change to active status as of that date.

The decision to retain a City Manager rests solely in the discretion of the City Council.

ATTACHMENT: Proposed Employment Agreement
2 5242215.2-29CD.RFS
535

AMENDED AND REST ATED CITY MANAGER

EMPLOYMENT AGREEMENT BETWEEN

THE CITY OF SOUTH GATE AND CHRIS JEFFERS
This Amended and Restated City Manager Employment Agreement ("Agreement") is made and entered into on July 12, 2022, and deemed effective retroactively as July 1, 2022, by and between the City of South Gate, a municipal corporation ("City") and Chris Jeffers ("Employee"). The City and Employee may be referred to individually as a "Paity" or collectively as "the Parties."

RECIT ALS
WHEREAS, the City was in search of a City Manager on an interim basis in furtherance of conducting a broader recruiting effort in light of the retirement of its then City Manager; WHEREAS, Employee was interviewed and selected by the City to serve on an interim basis as City Manager, given Employee's then more than 38 years of service in municipal government, including serving as City Manager for several cities prior to his retirement; WHEREAS, the City and Employee entered into that certain Interim City Manager Employment Agreement ("Interim Agreement") on November 24, 2020, with an effective date of November 30, 2020, for a term of one (1) year througli and including November 29, 2021 ; WHEREAS, on November 23, 2021, the City Council approved Amendment No. l to the Interim Agreement ("Amended Interim Agreement"), extending the term of the Interim Agreement through and including December 31, 2022;
WHEREAS, Employee served in his capacity as a retired annuitant under Government Code 21221 (h) from November 29, 2020, through and including June 30, 2022; WHEREAS, Government Code Sections 21221(h) and 7522.56 permit retired annuitants under the California Public Employees' Retirement System ("CalPERS") to be employed without reinstatement from retirement upon appointment by a governing body to fill a vacant position on an interim basis during the recruitment to permanently fill the vacant position and, according to CalPERS, June 30, 2022 was the last day that Employee could serve as an Interim City Manager for the City without losing his status as a retired annuitant; WHEREAS, City desires to retain Employee beyond June 30, 2022, and Employee desires to continue his employment with the City;
WHEREAS, in furtherance of said employment with the City, Employee desires to reinstate as an active member under CalPERS and has provided notice effective July 1, 2022, to CalPERS of such reinstatement;
WHEREAS, Employee possesses extensive experience as a City Manager and possesses the specialized skill set to perform the required duties of City Manager and desires 5242236.2-L235.8
536
Employi'nent Agreement
Chris Jeffers

to perform the duties of, and assume responsibility for, the position of City Manager and acknowledges that such employment is at-will and of a definite period of time, as described below;
WHEREAS, the City desires to hire Employee as an at-will, employee for the position of City Manager, effective July 1, 2022 for a term of one (1) year with a one (1) year option to extend such term at the City's sole election and discretion; WHEREAS, pursuant to South Gate Municipal Code §1.06.010, "the City Manager shall be appointment [sicl by the City Council solely on the basis of executive and administrative qualifications and abilities, and shall hold office at the pleasure of the City Council;"
WHEREAS, the Parties wish to establish the terms and conditions of Employee's services to the City, as described in this Agreement; WHEREAS, Employee agrees and acknowledges by virtue of this Agreement, that Employee's employment with the City shall be governed solely by the terms and conditions of this Agreement and applicable state and federal laws and not by any past, present or future memorandums of understanding or agreement with any labor group or individual employee of the City. Employee understands commencing with the effective date of this Agreement, Employee shall be deemed to be an at-will employee, meaning that Employee's employment may be terminated with or without cause and with or without notice by the City Council.

WHEREAS, the Parties desire that this Agreement shall be the sole basis to provide a just means for terminating the Employee's services at such time as he may be unable to fully discharge his duties, or when the City Council may desire otherwise to terminate his employment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and as authorized by the South Gate Municipal Code, the applicable Persoru'iel Rules and Regulations, all Resolutions currently in effect and adopted by the City, and any and all applicable provisions of federal and/or state law, including but not limited to the California Governrnent Code, the Parties hereby agree as follows:

AGREEMENT
SECTION 1. TERM. The term of this Agreement shall commence retroactively as of July 1, 2022, and shall remain in full effect for one (1) year, through and including June 30, 2023, unless terminated in accordance with the terms set forth in this Agreement, or otherwise agreed to by the Parties in writing. The City Council shall have the option at its sole discretion to extend the term of this Agreement by one (1) year, through and including June 30, 2024, subject to providing the Employee a minimum sixty (60) days prior notice of the City's intent to exercise such option.
5242236.2-L235.8
537
Employment Agreement
Cliris Jeffers

SECTION 2. DUTIES, RESPONSIBILITIES AND WORK HOURS.

Employee shall be appointed to the position of City Manager, the duties of which are set forth in South Gate Municipal Code Chapter 1.06 and in Exhibit "A" to this Agreement. Employee acla'iowledges that the position of City Manager requires specialized skills and expert professional services for a definite period of time, as described above in Section I of this Agreement.

Employee acknowledges proper performance of the duties of City Manager will generally require Employee to observe normal business hours (Monday through Thursday, 7:00 a.m. to 6:00 p.m.) as well as work occasional time outside of normal office hours. Employee shall work under the direction of the City Council. Subject to the Term as stated in Section 1 of this Agreement, Employee shall work the number of hours each week as directed and authorized by the City Council.

C. All data, studies, reports and other documents prepared and/or reviewed by Employee while performing his duties during the Temi ofthis Agreement shall be furnished to, and become the property of the City, without restriction or limitation on their use. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information and other materials either created by, or provided to, Employee in connection with the performance of this Agreement shall be held confidential by Employee to the extent permitted by applicable law. Such materials, without the prior written consent of the City Council, shall not be used by Employee for any purpose other than the performance of his duties. Nor shall such materials be disclosed to any person or entity not connected with the performance of services under this Agreement, except as required by law.

SECTION 3. COMPENSATION AND BENEFITS.

A. Salary. The City agrees to compensate Employee at the level of Step "D" of the salary range for the City Manager position, which is currently Twenty Three Thousand Eight Hundred and Eighteen Dollars ($23,818) per month, or $285,816 annually. Employee shall be eligible to participate in an increase provided to the Executive Team (comprised of departmental directors), if any, during the term of this Agreement, up to a maximum cap of four percent (4%) of his salary range, irrespective of whether said salary'increase provided to the Executive Team is higher than said percentage cap.

Pension. Employee will be deemed subject to the Public Employees' Pension Reform Act ("PEPRA"), which took effect January 2013, and changes the way that CalPERS retirement and health benefits are applied. The City shall pay the Employer contribution and Employee shall pay the Employee contribution; however, effective as of the first payroll period comrnencing July 1, 2023, Employee shall pay 1 basis point of the Employer contribution. As an example, if the City and Employee currently pay thirteen percent (1 3%) for their respective contributions; however, by reason of this Agreement, Employee agrees to pay fourteen percent (14%) and the City would pay twelve percent (12%). The actual percentages are set annually by CalPERS.
5242236.2-L235.8
538
Ei'nployment Agreement
Cliris Jeffers

C. Deferred Compensation. Employee is eligible to participate in the City's 457 deferred compensation plan per Article II, Section 2.01, of the 457 Governmental Plan and Trust ("the Plan") based on his employment status. Employee's participation in the Plan is at his own discretion; however, the City shall pay the maximum allowed by Internal Revenue Service ("IRS") regulations for a Section 457 program, excluding Special 457 catch-up contributions, for each payroll period.

D. Reimbursable Expenses. Employee shall be entitled to be reimbursed for ordinary and customary expenses incurred by Employee in his capacity as City Manager, including out-of-town travel, conferences fees, accommodations, meals and the like, subject to Employee providing receipts or statements evidencing such expenses as required of other City employees per City policies.

E. Benefits. Employee and City will each pay their respective 1.45% contribution as required for any new employee after 1986 for Medicare. City shall pay the full cost of the employee and spouse plan with CalPERS Medical and Vision Care. City also agrees to reimburse Employee, within thirty (30) days of submitting receipts, the full premium for his existing life insurance premium, in an amount not to exceed Eleven Thousand Dollars ($11,000) per annum. The City also agrees to pay fifty percent (50%) of the plan cost to participate in CalPERS Long Term Care program. Employee may choose to be reimbursed on a monthly basis for the premium of the Employee's existing policy with CalPERS. Employee shall also receive a monthly vehicle allowance of Two Hundred Fifty Dollars ($250) per pay period.

F. Holiday/Vacation/Administrative/Sick and Bereavement Leave. Employee shall be entitled to one hundred thirty (130) hours paid holiday leave annually. Employee shall also be entitled to 160 hours of vacation leave upon execution of this Agreement, which amount shall be provided annually on Employee's anniversary date. Employee shall not be entitled to compensable administrative leave. The City shall provide Employee forty (40) hours of sick leave upon execution of the Agreement and Employee shall earn 3.07 hours per payroll period thereafter. Employee shall be entitled to forty (40) hours to use for bereavement leave offered to other City employees.

G. Retiree Medical Benefit. Should Employee retire from the City (i.e., return to "retire annuitant" status under CalPERS), the City agrees to pay Five Hundred Dollars ($500) per month in addition to the Public Employees' Medical and Hospital Care Act ("PEMHCA") minimum set by CalPERS annually. The City agrees to reimburse Employee on a quarterly basis. This benefit to Employee, and obligation of the City, shall survive the termination of this Agreement and extend for the lifetime of the Employee.

H. Employee Assistance Program. Employee shall be eligible to participate in the City's employee assistance program at no cost which provides employees with a variety of counseling services.

I. Non-Compensable Benefits Offered Other Employees. Employee shall not be entitled to a Communication Allowance, Tuition Reimbursement, Education Pay. 5242236.2-L235.8
539
Employment Agreement
Chris Jeffers

Bonding and Indemnity. City shall pay the full cost of any bonding coverage required as a condition of Employee holding the title as City Manager. City agrees to defend and indemnify Employee for such claims, suits, actions as may be asserted against Employee for actions and decisions made by Employee within the course and scope of Employee job duties and responsibilities.

SECTION 4. RESIGNATION/TERMINATION.

A. Employee may resign at any time; provided, however, Employee shall reasonably provide the City Council with at least two (2) weeks advance written notice.

Employee is an at-will employee and serves at the will and pleasure of the City Council and may be terminated at any time, with or without cause, and with or without notice. Employee expressly waives any rights provided for the City Manager under the City's Persoru'iel Rules, Municipal Code, or under other state or federal law to any other form of pre- or post-termination hearing, appeal or other administrative process pertaining to termination.

In accordance with state law and the requirements of the California Public Employees' Retirement Law, Employee may not be reappointed to this position following the expiration of this Agreement, nor may this Agreement be modified to extend the term of the Agreement.

D. A'[ter notice of resignation or termination, Employee shall cooperate with the City, as requested by the City, to effect a transition of Employee's responsibilities and duties and to ensure that the City is aware of all matters being handled by Employee.

E. Employee shall not be entitled to severance pay and Employee expressly waives any and all rights with respect to severance pay.

SECTION 5. NOTICES. Notices required to be served pursuant to this Agreement shall be served inperson or by first-class U.S. mail addressed as follows:

TO CITY:

City Attorney
City of South Gate
8650 Califoriiia Avenue
South Gate, CA 90280
TO EMPLOYEE:

Chris Jeffers
[Address on file with Human Resources]
5242236.2-L235.8
540
Employment Agreeinent
Chris Jeffers

SECTION 6. GENERAL TERMS AND CONDITIONS.

Conditions of this Agreement are described as follows:

The General Terms and
Indemnification. To the extent mandated by the California Government Code, the City shall defend, hold harmless, and indemnify Employee against any tort, professional liability, claim or demand, or other legal action arising out of an alleged act or omission occurring in the performance of Employee's services under this Agreement. This section shall not apply to any intentional tort or crime committed by Employee, to any action outside the course and scope of Employee's employment, or any other intentional or malicious conduct or gross negligence of Employee.

Entire Agreement. The text of this Agreement shall constitute the entire and exclusive agreement between the Parties. All prior oral or written communications, understandings or agreements between the Parties not set forth herein shall be superseded in total by this Agreement. No amendment or modification to this Agreement may be made except by a written agreement signed by the Employee and the Mayor and approved as to form by the City Attorney.

C. Assignment. This Agreement is not assignable by either the City or Employee.

Severability. In the event any provision of this Agreement is finally held or determined to be illegal or void by a court having jurisdiction over the Parties, the remainder of this Agreement shall remain in full force and effect unless the parts found to be illegal or void are wholly inseparable from the remaining portions of this Agreement.

Effect of Waiver. The failure of either Party to insist on strict compliance with any of the terms, covenants or conditions in this Agreement by the other Party shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other time or times.

Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California, which are in full force and effect as of the date of execution. Any action to interpret or enforce the terms of this Agreement shall be held exclusively in a state court in Los Angeles County, California. Employee expressly waives any right to remove any such action from Los Angeles County.

G. Effective Date. This Agreement is effective July 1, 2022.

Effect of Agreement on Employee's CalPERS Retirement Benefits. The City makes no representation on the impact, if any, this Agreement shall or may liave upon Employee's existing or future CalPERS retirement benefits, status, duties and/or obligations. Employee acknowledges that in entering into this Agreement, he has not relied upon any such representations (none of which being in existence) in assessing the CalPERS-related impact of his employment. Therefore, Employee releases the City from any and all CalPERS-related claims or liabilities that may arise in connection with his employment pursuant to this Agreement. 5242236.2-L235.8
541
Employment Agreement
Chris Jeffers

No Unemployment Insurance Benefits Received By Employee. Employee expressly certifies and wan-ants to the City that he has not received any unemployment insurance payments for retired annuitant work for any public employer within the 12 months prior to his appointment date.

Conflicts Prohibited. During the term of this Agreement, Employee shall not engage in any business or transaction or maintain a financial interest which conflicts, or reasonably might be expected to conflict, with the proper discharge of Employee's duties under this Agreement. Employee shall comply with all requirements of law, including but not limited to, Sections 1090, 1125 and 87100 et seq. of the Government Code, and all other similar statutory and administrative rules.

Independent Legal Advice. The City and Employee represent and warrant to each other that each has received legal advice from independent and separate legal counsel with respect to the legal effect of this Agreement, or has at least had the opportunity to do so, that each has carefully reviewed this entire Agreement, that each and every term thereof is understood, and that the terms of this Agreement are contractual and not a mere recital. This Agreement shall not be construed against the Party or its representatives who drafted it or who drafted any portion thereof.

Government Code §§ 53243 - 53243.4. Government Code §§ 53243 - 53243.4 sought to provide greater transparency in local government and institute certain limitations on compensation paid to local government executives. Those stahites also require that contracts between local agencies and their employees include provisions requiring an employee who is convicted of a crime involving an abuse of his/her office or position to provide reimbursement to the local agency. Those statutes are incorporated herein by reference. Accordingly, the Parties agree it is their mutual intent to fully comply with the cited Government Code sections and all other applicable law as it exists as of the date of execution of this Agreement and as such laws may be amended from time to time thereafter. Specifically, the following Government Code sections are called out and hereby incorporated by this Agreement:
§53243. Reimbursement of paid leave salary required upon conviction of crime involving office or position.
§53243.1. Reimbursement of legal criminal defense upon conviction of crime involving office or position.
§53243.2. Reimbursement of cash settlement upon conviction of crime involving office or position.
§53243.3. Reimbursement of noncontractual payments upon conviction or crime involving office or position.
§53243.4. "Abuse of office or position" defined.
5242236.2-L235.8
542
Employment Agreement
Chris Jeffers

Employee represents he has reviewed, is familiar with and agrees to comply fully with each of these provisions if any of these provisions are applicable to Employee.

IN WITNESS WHEREOF, the City of South Gate has caused this Agreement to be signed and executed on its behalf by the Mayor, City Attorney and duly attested to by the City Clerk, and the Employee has signed and executed two (2) copies of this Agreement.

CITY OF SOUTH GATE:

B7:

Al Rios, Mayor
Dated:

ATTEST:

By:

Yodit Glaze, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:
r:'
Raul F. Salinas, City Attorney
CHRIS JEFFERS:

BY:

Chris Jeffers, individually
Dated:
5242236.2-L235.8
543
WARRANT REGISTER FOR COUNCIL MEETING 7/12/2022
apChkLst JUL U5 2022 Final Check List
06/22/2022 10:24:54AM CITY OF SOUTH GATE

PART I
Page: 1
Bank : botw BANK OF THE WEST
Check# Date Vendor Invoice
97359 6/23/2022 0012107 CALIFORNIASTATE DlSBURSEMEBen301487 Voucher:
97360 6/23/2022 00002138 FRANCHISETAXBOARD Ben30l483 Voucher:
97361 6/23/2022 0009920 0CSE CLEARINGHOUSE SDU Ben301485 Voucher:
97362 6/23/2022 0007462 SHERIFF'S DEPARTMENT LA COLBen301481 Voucher:

Inv Date
6/23/2022
6/23/2022
6/23/2022
6/23/2022
Description
CA STATE DISB. UNIT: PAYMENT

GARNISHMENT - FRANCHISE TA

GARNISHMENT - AR CHILD SUPF

GARNISHMENT-SHERIFF'S COM
Amount Paid
:gg.gg
695.6i
324.00
448.74
Check Total
299.99
695.61
324.00
448.74
Sub total for BANK OF THE WEST: 1 ,768.34
4 checks in this report. Grand Total All Checks: 1 ,768.34 Page: I %J
544
WARRANT REGISTER FOR COUNCIL MEETING 7/12/2022 PART II apChkLst
06/22/2022 11:01:25AM
Final Check List

CITY OF SOUTH GATE
Page: 1
Bgnk : botw BANK OF THE WEST
Check # Date Vendor
97363 6/22/2022 '00004372
Voucher:
97364' a6/-2#26'2 60005780.

Voucher:
97365 6/22/2i5ai> 6000!5;'ffi6
Voucher:

Voucher:

Voucher:
97368. 6/22/2022'
Voucher:
97i-69 (j/>27262:>
Voucher:
97370 ii'ai2622
Voucher:
97371 g/ii/2ijN>
Voucher:
97372 6/22/2022
Voucher:
97373 87>>-7202-2
Voucher:

Voucher:
97375 6/22/2022
Voucher:
97376 6/22/2022"
Voucher:
97377 6/22/2022:

Voucher:
oooo4i774
0013069
.Q6o-o,6are
.'0000'3963
0009296
6511640a
0005750
Invoice Inv Date Description
AIRGAS Li'SA, LLC f3fi-G20-22'
26!jg93
A. R10S9/17-18/2 :6/21/I2022
D; DIAZ 5/3-7.202: 6/22/2Q25
JNVENTORY Pa/ SAFEn-'S-UuPi:
alNVENTORY PO7 TRASH BAGS
1SEP.1'6=IQ 2021.-RElMBURSEMETh
-APRIL i-.3 2022.RE1MBURSEMEN:
:MAY.=13-i5.2022 REIMBURSEMEI'
:SEP-17;18'20>> RElMBURSEMETh
fSEP l6=fa'252lRElMBLjaR'SEM'ETh
;MAY 13-l5.202i- €EIMEiLiRS'eME'F
jMAY:3YY:2('22;RE:IMOURSEMENT'
tlNVit'i"5('RY P6/'e:lTYPATe:HES"
Amount Paid
252.96
5 468 40
.2-8-(3:72
.251:72
.:250.60
;250;60'
a251:72'
..251 .72
-247.2-A
1,076.3?
'g-E'i.iQa
Check Total
zgi.gei
a,app.Ao
g3El.44
go1Jip
750.68
1,076.37
3,"i-oV:'4:i:I7Q-.
ei61a.g0'
Oa!;IQ5,
';>si.ps'
.ff6,4Ei6:4j
Ar6gi:gg-
Zg20:f!'
a6g:0-7
'68C .7-';3
Gray-h!7-h'lightsjnd!cffite-pre-paid che6ks
Page: 1
545
apChkLst
06/22/2022 11:01:25AM
Bank : botw BANK OF THE WEST
Check # Date Vendor
Voucher:
16 checks in this report.
(f,rajo-Hig'hl!ghts.iRJdicatioprepaiaJ6je5:ks'
(Continued)
Final Check List

CITY OF SOUTH GATE
Invoice
80900181
8090721Gl
80934789'
80893103
80924506
Inv Date Description
;5/26/2022:

Amount Paid

6.789.02

1.864.00
I ,259.40;
617.82
:519.41
Sub total for BANK OF THE WEST:

Page: 2
Check Total
1,247,714.10
Grand Total All Checks: 1,247,714.10
Page:2
546
WARRANT REGISTER FOR COUNCIL MEETING 7/12/2022 PART Ill apChkLst
06/29/2022 10:06:53AM
Bank : botw BANK OF THE WEST
Check # Date Vendor
gV.in6 a;@7-zg7>-oz-za ;o3-i-,@;i
Voucher:

I check in this report.

Final Check List

CITY OF SOUTH GATE
Page: 1
Invoice
:Qo-p':6T-o'
Inv Date Description Amount Paid
02,4-@3J2:. A;y>t:2:;ay.qqigzc$;>yWq§ffl;6ffl)
Sub total for BANK OF THE WEST:

Check Total
620,830.82
Grand Total All Checks: 620,830.82
Page: 1
547
WARRANT REGISTER FOR COUNCIL MEETING 7/12/2022 PART IV apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: I
Bank : botw BANK OF THE WEST
Check# Date Vendor Invoice
97381 7/12/2022 00003766 ABELGLASS&SCREEN 32380
Voucher:
97382 7/12/2022 00004607 ADLERHORST INTERNATIONAL, 1107949 Voucher:
97383 7/12/2022 00001467 ADMINISTRAT1VESERV.C0-OP 13699 Voucher: 13079
13309
12547
13498
97384 7/12/2022 0007802 AIS SPECIALTY PRODUCTS, INC PS1447928 Voucher: PS1447929
97385 7/12/2022 0011325 ALAN'S LAWN & GARDEN CENTE1097947 Voucher:
97386 7/12/2022 00000185 ALLCITYMANAGEMENTSERVICl77958 Voucher:
97387 7/12/2022 0011577 ALLPHASEELECTRICSUPPLYCO946-1033821 Voucher:
97388 7/12/2022 00004309 AMERIFLEX 1NV530233
Voucher:
97389 7/12/2022 0009798 ANIMALFRIENDSPETHOTEL 467964 Voucher:
97390 7/12/2022 00ffl56 APPLIEDCONCEPTS,INC. S273145 Voucher:
97391 7/12/2022 0006925 ARROWHEADFORENSICS 148701
Inv Date Description
4/18/2022 GLASS REPLACE
3/18/2022 SUPPLIESFORMAILO/\/EGA-LE
3/31 /2022
12/31/2021
1 /31 /2022
4/30/2022
2/28/2022
5/20/2022
5/20/2022
6/1 0/2022
6/1 /2022
MAR 2022: SENIOR MEALS DELII
DEC 2021 : SENIOR MEALS DELI\
JAN 2022: SENIOR MEALS DELIV
APR 2022: SENIOR MEALS DELII
FEB 2022: SENIOR MEALS DELl'v
YELLOW GEM DYE 4/ 1 GAL
YELLOW GEM DYE 4/ 1 GAL

SUPPLIES
5/1 5/22-5/28/22: SCHOOL CROSS
5/19/2022 ADVLEDINTAINTELLVOLT
6/9/2022 FSA ADMIN FEE 35 PARTICIPANT
5/31/2022 K-9VETERINARYSERVICES
6/9/2022
6/3/2022

TRAFFIC ANALYST APP, THUMB

SUPPLIES FOR PROPERTY ROO
Amount Paid
156.31
156.24
2,585.20
1 ,956.60
q ,gr 3.40
2,18190
2,086.84
1 ,518.52
1 ,520.38
1,119.75
24,417.00
3,836.70
190.75
487.75
573.52
126.71
Check Total
156.31
156.24
10,723.94
3,038.90
1,119.75
24,417.00
3,836.70
190.75
487.75
573.52
126.71
Voucher:

Page: 1
548
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 2
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor Invoice Inv Date Description
97392 7/12/2022 00005075 AT&T
Voucher:
97393 7/12/2022 00003692
Voucher:
97394 7/12/2022 00000201
Voucher:
97395 7/12/2022 0009040
Voucher:
97396 7/12/2022 0011066
Voucher:
97397 7/12/2022 0010615
Voucher:
97398 7/12/2022 0013325
Voucher:
97399 7/12/2022 00000651
Voucher:
97400 7/12/2022 0011469
Voucher:
97401 7/12/2022 0012885
Voucher:
97402 7/12/2022 0013509
Voucher:
97403 7/12/2022 0012082
Voucher:
97404 7/12/2022 00005090

AT &T MOBILITY

ATLANTIC LOCK & KEY

ATLAS BACKFLOW
BARNEn, RHONDA

BEARCOM

BKF ENGINEERS
18139757 5/1/2022
8143536 5/1/2022
7913599 3/13/2022
8052112 7/12/2022
8200498 5/1 3/2022
8342253 6/13/2022
8342256 6/1 3/2022
8342258 6/13/2022
8342257 6/13/2022
8342254 6/1 3/2022
8342260 6/13/2022
28728833867XO61 6/2/2022
BP-04/01/22-04/30/2022 BAN: 939
04/01/22-04/30/22 BAN: 93910689
BP -02/13/22-3/12/22-BAN: 93910:

BP -03/13/22-4/12/22-BAN: 93910:

BP -04/13/22-5/12/22-BAN: 93910:
05/13/22-6/i2/22- BAN: 93910347ta
05/13/22-6/12/22 BAN: 939103476
05/13/22-6/12/22-BAN: 939103476
05/13/22-6/12/22-BAN: 939103476
05/13/22-06/'12/22- BAN: 9391034;
05/13/22-6/12/22-BAN: 939103476
5/3/22-6/2/22: MDCS DATACARD!
00412
39064
261 736-Rl
5364822
5355153
22051180
BSN SPORTS, LLC 91 7258395
917258443
CALIFORNIA DENTAL NETWORK, JUNE 2022
11/3/2021 ELECTRIC STIKER FOR AUDITOF
5/25/2022 BACKFLOWTESTS-7
4/27/2022 RICK#96884-FORFEITFEE
4/25/2022
4 /1 /2022
5 /al6/2022
6/1 /2022
6/1 /2022
5/21 /2022

RADIO REPAIR PER LA CO CON'
APR 2022: MAINTENANCE RENE'
3/28/22-4/24/22: DESIGN SERVIC

ADULT SPORT SUPPLIES

YOUTH SPORTS SUPPLIES
JUNE 2022: ADJ FOR MISC & SW
CANON FINANCIALSERVICES, 1N28681917 6/8/2022 BILLING DATE 06/17/2022-07/16/2

CASAS, JOSE DAVID

CBT NUGGETS, LLC

CITY OF PARAMOUNT
Ref00030ll95 6/9/2022 UB REFUND CST#00056317 864(
2649969 6/13/2022 JUNE2022-JUNE2023CBTNUGC
3/22/22-5/23/22 W 6/6/2022 3/22/22-5/23/22: 13652 GARFIELD Amount Paid
41 .76
1 ,713.73
i ,421 .46
i ,407.54
1 ,386.64
667.06
2 ,875.32
110.09
i7.67
1 ,163.71
2 2.43
1 ,903.29
2,411 .97
420.00

60.00 924.23
q ,019.57
14,607.00
666.97
286.56
535.18
1 ,558.72
121.24
I ,797.00

57.15 Check Total
10,827.41
1 ,903.29
2,411 .97
420.00

60.00 1 ,943.80
14,607.00
953.53
535.18
1 ,558.72
121.24
1 ,797.00

57.15 Voucher:

Page: 2
549
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 3
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97405 7/12/2022 0013322
Voucher:
97406 7/12/2022 0011922
Voucher:
97407 7/12/2022 0005612
Voucher:
97408 7/12/2022 00001423
Voucher:
97409 7/12/2022 0010459
Voucher:
97410 7/12/2022 00000314
Voucher:
97411 7/12/2022 00002706
Voucher:
97412 7/12/2022 0013513
Voucher:
97413 7/12/2022 00001565
Voucher:
97414 7/12/2022 0005434
Voucher:
97415 7/12/2022 00004013
Voucher:
97416 7/12/2022 00000619
Voucher:

Invoice
COLUMBIA CAPITAL MANAGEME1221000003
CONCENTRA MEDICAL CENTERE75591779
CROSSROADS ANIMAL EMERGE1515451
DAILY JOURNALCORPORATION B3589681
B3588897
B3588892
B3591086
B3591101
B3593689
B3594749
6118DANCO TOOL & SUPPLY
DAPEER ROSENBLIT & LITVAK LL20252
20253
20259
20260
DATATECHNOLOGIES INC,AC&C3018918-IN
301 8000-IN
301 8598-IN
301 8599-IN
301851 4-IN
Ref000301337DELGADO, NOENY
DEPT OF JUSTICE-(DOJ) CENTR)585383
DOWNEY SUPERIOR COURT 00007
ELITE OPTICAL CO.

FALCON FUELS, INC.
1744526
1748118
47140
Inv Date Description
5/11/2022 2021REVIEWAUDIT/UPDATEFlTh
5/19/2022 MEDICALSERVICESFORNEWE
10/22/2021 10/22/2021 EMERGENCYSERVIC
5/26/2022
5/26/2022
5/26/2022
6/2/2022
6/2/2022
6/9/2022
6/1 6/2022
5/24/2022
4/30/2022
4/30/2022
5/31 /2022
5/31 /2022
6/21 /2022
9/21 /2021
3/23/2022
3/23/2022
2/1 6/2022
6/1 6/2022
6/3/2022
NOTICE OF HEARING: CONDITIC
5/26/22:CM INSPECTION HOLLY[
NOTICE OF HEARING: FY 22-23 l
NOTICE OF HEARING:SCHEDULI
NOTICE OF HEARING: PH SCHE[
NOTICE INVITING BIDS: THERM(
6/16/22 NOTICE OF HEARING - 0

EQUIPMENT MAINTENANCE
4/30/2022 MUNICIPAL CODE CO%
4/30/2022 SPECIALIZED LEHAL S
5/31 /22 MUNICIPAL CODE COMPI
5/31 /2022 SPECIALIZED LEHAL S
(TAXABLE) APC 3000VA/21 00WA4

CABLE, PATCH CORDS AND SER

TRIPP LITE PDU SWITCH

REPLACEMENT BATTERY
CISCO LICENSE 1 YEAR
UB REFUND CST #00060099 253-
MAY 2022: FINGERPRINT APPS-(
6/10/2022 8/5/22BAILAPPEARANCEINCOl
5/4/2022
5/8/2022
5/26/2022
FY 2022 SAFETY GLASSES FOR
FY 2022 SAFETY GLASSES FOR

REGULAR UNLEADED FUEL & S/
Amount Paid
2,655.00
737.00
1 ,468.09
340.00
215.00
565.00
145.00
145.00
515.00
105.00
343.50
2 ,669.96
236.80
3 ,77 4.42
2 ,i53.10
3 ,828.98

34.50 920.40
726.17
608.58
157.37
386.00
20,000.00
288.59
158.49
7,242.81
Check Total
2,655.00
737.00
1 ,468.09
2 ,030.00
343.50
8,834.28
6,118.63
157.37
386.00
20,000.00
447.08
7,242.81
Page:3
550
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 4
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97417 7/12/2022 0013187
Voucher:
97418 7/12/2022 00002026
Voucher:
97419 7/12/2022 0009042
Voucher:
97420 7/12/2022 0013510
Voucher:
97421 7/12/2022 0010237
Voucher:
97422 7/12/2022 0005303
Voucher:
97423 7/12/2022 00004934
Voucher:
97424 7/12/2022 0010016
Voucher:
97425 7/12/2022 00002890
Voucher:
97426 7/12/2022 00000534
Voucher:
97427 7/12/2022 0013098
Voucher:
97428 7/12/2022 0011526
Voucher:

Invoice
FAST 5 SOUTH GATE 9, LLC 4375
FEDERAL EXPRESS CORPORATI7-784-12662
Inv Date Description
6/8/2022 APR 2022: CAR WASH SRVS (59)
6/10/2022 FEDEXFIRSTOVERNIGHT
FORTELTRAFFIC, INC.

FRENCH, ROSS

FRONTIER COMMUNICATIONS

FULLER ENGINEERING INC

GAS COMPANY
GLOBAL PARATRANSIT INC.

GRAINGER
10848-2
Ref00030l4 96
5/13/2022 5/11/22: FORTEL- 1 YEAR AGREE
6/9/2022
562-197-1130-060 6/5/2022
UB REFUND CST #00062573 893
6/5/22 -7/4/22 - ACCT# 562-197-11
146406 5/18/2022 POOLANDPSAACID
30 500 9400 5 06 6/1 5/2022
26 300 96001 06 6/i 6/2022
15 800 9600 3 06 6/1 6/2022
32 600 94001 06 6/1 5/2022
34 700 9400 7 06 6/1 5/2022
89 300 9500 7 06 6/21/2022
013 900 7300 3 06 6/1 6/2022
045 400 7300 6 6/: 6/1 6/2022
186100 7200 3 06 6/1 7/2022
049 200 7902 9 06 6/17/2022
094 300 7500 3 06 6/20/2022
102 000 8100 7 06 6/27/2022
112122-11 6/10/2022
9318746568 5/19/2022
GRANDE VISTA STEEL 169005
169006
GREEN'S DRY CLEANING & LAUTh539187
HASA, INC. 818269
818268
5/1 9/2022
5/24/2022
5/31 /2022
5/26/2022
5/26/2022
BILLING PRD-5/12/22 -06/13/22
BILLING PRD- 05/13/22 -06/14/22
BILLING PRD- 05/13/22 -06/1 4/22
BILLING PRD-5/12/22 -06/13/22
BILLING PRD- 05/12/22 -06/12/22
BILLING PRD-05/18/22 -06/17/22
BILLING PRD-05/13/22 -06/1 4/22
BILLING PRD- 05/13/22 -06/1 4/22
BILLING PRD-05/13/22 -06/15/22
BILLING PRD-05/16/22 -06/15/22
BILLING PRD- 05/17/22 -06/16/22
BILLING PRD-5/12/22 -06/13/22
MAY 2022: TRANSIT SVCS FOR F
INVERTER FOR UNIT 653, 659

STEEL FOR ST LIGHT HAND HEL
STEEL FOR NEW BAnERY BOX
MAY 2022 JAIL CLEANING OF BL

WATER TREATMENT CHEMICALE

WATER TREATMENT CHEMICALE
Amount Paid
318.60
21 .22
4,700.00
129.32
559.05
1,124.88
153.44

24.11 7,657.91

65.06 73.54
1 ,853.76
i ,843.05

26.22 1 ,332.29

50.78 858.21

17.94 58,357.80
1 ,349.85
837.90
374.85
469.45
466.36
559.63
Check Total
318.60
21 .22
4,700.00
129.32
559.05
1,124.88
13,956.31
58,357.80
1 ,349.85
1 ,212.75
469.45
1 ,o:5).gg
Page:4
551
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 5
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97430 7/12/2022 00000268
Voucher:

Invoice
HOME DEPOT CREDIT SERVICE!E4361255
5361253
1371558
9371826
9371 825
1361229
1371559
8371 391
8361418
6031594
2350902
6371897
1372002
1361228
3361134
4371606
4350764
5371602
2371557
7361146
7350801
4361157
2350905
6350937
1371805
1350976
8340656
8340657
4371724
0361287
203091g
5350866
4371723
2340442
0340449
Inv Date Description
6/2/2022 WO# 822283 SUPPLIES FOR INS'
6/1/2022 MISCSUPPLIES
4 /6/2022 GENERAL MAINTENANCE - MISC
5/18/2022 GENERALMAINTENANCE-MISC
5/18/2022 GENERALMAINTENANCE-MISC
5/26/2022 GENERAL MAINTENANCE - MISC
4/6/2022 GENERAL MAINTENANCE - MISC
3/10/2022 STREETSUPPLIES
2/8/2022 STREET SUPPLIES
5/11/2022 GENERALMAINTENANCE-MISC
5/5/2022 GENERAL MAINTENANCE - MISC
5/31/2022 ELECTRICALSUPPLIES
6/15/2022 MISC SUPPLIES
5/26/2022 GENERALMAINTENANCE-MISC
4/14/2022 GENERALMAINTENANCE-MISC
4/13/2022 GENERALMAINTENANCE-MISC
4/13/2022 GENERALMAINTENANCE-MISC
4/12/2022 GENERALMAINTENANCE-MISC
4/5/2022 GENERAL MAINTENANCE - MISC
4/20/2022 GENERAL MAINTENANCE - MISC
4/20/2022 GENERAL MAINTENANCE - MISC
4/23/2022 GENERALMAINTENANCE-MISC
5/5/2022 GENERALMAINTENANCE-MISC
5/11/2022 GENERALMAINTENANCE-MISC
5/16/2022 GENERALMAINTENANCE-MISC
5/16/2022 GENERALMAINTENANCE-MISC
5/19/2022 GENERALMAINTENANCE-MISC
5/19/2022 GENERALMAINTENANCE-MISC
5/3/2022 GENERAL MAINTENANCE - MISC
6/16/2022 MISC SUPPLIES
4/25/2022 GENERAL MAINTENANCE - MISC
5/2/2022 GENERALMAINTENANCE-MISC
5/3/2022 PAINT BASEBALL NUMBERS #82.
4/5/2022 GENERALMAINTENANCE-MISC
4/7/2022 GENERAL MAINTENANCE - MISC
Amount Paid
149.55

69.42 412.72

96.60 ilO.91
750.99
910.80
21 .57

97.87 150.67

59.74 57.13
321 .83
140.07
286.29
109.10
137.26

59.98 99.07
386.38
102.92
412.72
118.67
696.96
978.84

78.06 130.90

53.20 929.10
261 .87
176.49
301 .32

53.44 283.75
177.12
Check Total
Page: 5
552
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 6
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97431 7/12/2022 0008392
Voucher:
97432 7/12/2022 0006934
Voucher:
97433 7/12/2022 00004578
Voucher:
97434 7/12/2022 0009928
Voucher:
97435 7/12/2022 0008222
Voucher:
97436 7/12/2022 00003150
Voucher:
97437 7/12/2022 0012763
Voucher:
97438 7/12/2022 00003387
Voucher:

Invoice
5361195
1361210
6371644
2340589
IMMIXTECHNOLOGY, INC 159769
INSIGHT PUBLIC SECTOR,INC 1100948541
INTERWEST CONSULTING GROU78327
78740
78762
78960
78559
78264-a
73651
72867
78560
78609
78724
78812
INVESTIGATIVE POLYGRAPH, SE 414
415
416
417
JCLTRAFFICSERVICES 114827
JONES LUMBER COMPANY, INC. 274720
Inv Date Description
5/12/2022
5/1 6/2022
4 /21 /2022
5/5/2022
5/24/2022
6/8/2022
5/17/2022
5/27/2022
5/27/2022
6/9/2022
5/1 9/2022
5/1 6/2022
11/11/2021
IO/1 3/2021
5/1 9/2022
5/24/2022
5/26/2022
6/6/2022
6/8/2022
6/8/2022
6/8/2022
6/8/2022
6/1 0/2022

GENERAL MAINTENANCE - MISC

GENERAL MAINTENANCE - MISC

GENERAL MAINTENANCE - MISC

GENERAL MAINTENANCE - MISC

WORKFORCE TELESTAFF UPGR
6/6/22-6/6/23: INSIGHT AUTOCAt)
MAY 2022: 9623 TRUBA AVENUE
PLAN CHECK SERVICES 89830 A
PLAN CHECK SERVICES 9854 AL
MAY 2022: PLAN CHECK SERVIC
PLAN CHECK SERVICES 10805 !E
PLAN CHECK SERVICES 8449 M(
OCT 2021 : PLANNING DIV STAFF
SEPT 2021 : PLANNING DIV STAF
PLAN CHECK SERVICES 10314 E
PLAN CHECK SERVICES 8433 81
PLAN CHECK SERVICES 8145 El
PLAN CHECK SERVICES 9854 AL

PARTIAL BACKGROUND INVESTI

PARTIAL BACKGROUND INVESTI

PRE-EMPLOYMENT BACKGROU

PRE-EMPLOYMENT BACKGROU

STREET SIGNS AND EPOXY
5/26/2022 TREATED LUMBER
KIMLEY-HORN AND ASSOCIATES18431264-1 2/28/2022
18662528-1 3/31/2022
18794955-1 4/30/2021
099815001-0721-1 7/31/2021
S1238888 5/11/2022KNORR SYSTEMS, INC.

FEB 2021 : PROFESSIONAL SERI,
MAR 2021 : PROFESSIONAL SER'
APR 2021 : PROFESSIONAL SER\
JUL 2021 : PROFESSIONAL SERV

PULSAR BRIQUETTES
Amount Paid
434.72
187.53

40.56 219.98
270.00
2,916.69

47.50 95.00
242.50
15,241 .63

65.00 95.00
9,390.00
29,590.00

47.50 95.00

95.00 i12.50
175.00
140.00
1 ,035.00
1 ,089.95
1 ,464.57
756.94
2,100.00
1 ,750.00
1 ,050.00
2 80.00
i ,852.29
Check Total
10,066.10
270.00
2,916.69
55,116.63
2,439.95
1 ,464.57
756.94
5,180.00
1 ,852.29
Page:6
553
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 7
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor Invoice
97439 7/12/2022 0010099
Voucher:
97440 7/12/2022 00004384
Voucher:
97441 7/12/2022 00000488
Voucher:
97442 7/12/2022
Voucher:
97443 7/12/2022
Voucher:
97444 7/12/2022
Voucher:
97445 7/12/2022
Voucher:
97446 7/12/2022
Voucher:
0013343
0010280
0009213
00000609
00004060
97447
97448
97449
97450
97451
97452
97453
97454
7/12/2022
Voucher:
7/12/2022
Voucher:
7/1 2/2022
Voucher:
7/1 2/2022
Voucher:
7/1 2/2022
Voucher:
7/12/2022
Voucher:
7/12/2022
Voucher:
7/12/2022
Voucher:
00003815
00000170
00000170
00000170
00000170
00000170
00000170
00000170
L.G.P. EQUIPMENT RENTALS, lNC123al88
LIEN ON ME, INC. 10333214
LINDE GAS & EQUIPMENT INC. sgggizgo
70208368
1051 9271
LITTLEJOHN COMMUNICATIONS,06012022
MANNINGTON COMMERCIAL 44855391NV
MARTINEZ, GILBERT 20220704
MCCAIN TRAFFIC SUPPLY 1NVO266344
MCMASTER-CARRSUPPLYCO 76215251
79031789
79196234
MICHELSON LABORATORIES, IN(0633095

MISC - PKS & REC REFUND

MISC - PKS & REC REFUND

MISC - PKS & REC REFUND

MISC - PKS & REC REFUND

MISC - PKS & REC REFUND

MISC - PKS & REC REFUND

MISC - PKS & REC REFUND
268121
278231
267565
13469
277045
4771478
465
Inv Date Description
6/8/2022 CONCRETE TRAILER RENTAL
5/26/2022 MEDICAL REVIEW FOR J. GARCI
4/8/2022
4/22/2022
5/23/2022
6/1 /2022
3/1 4/2022
6/8/2022
5/24/2022
4/11/2022
6/1 /2022
6/3/2022
5/5/2022
6/5/2022
6/1 4/2022
6/9/2022
6/1 5/2022
6/1 4/2022
6/8/2022
6/1 /2022

MISC WELDING MATERIALS

WELDING CYLINDER RENTAL

WELDING CYLINDER
MAY 2022: SERVICES FOR INMA

CMC CENTER FROM SPECTRA
7/4/22: DJ SERVICES FORANNUi

ELECTRIAL SUPPLIES FOR REP/
REPLACEMENT ADJUSTABLE Wl

WATER REMOVAL PUMP

THREAD SEALANT

MONTHLY BILLING - HETEROTR(
REFUND OF DEPOSIT (AFTER El

REFUND FOR YOUTH CLASSES
FORFIT FEE (2022 COED FALL) -

CLASS REFUND - ANDRADE, JEE
2022 SUMMER SOCCER FUNDA!

CLASS CANCELED LOW ENROLI

REFUND FOR CANCELED CLASS
Amount Paid
454.59
157.12
i34.04
115.41
ffl .70
100.00
11,247.70
700.00
648.27

30.96 358.88

63.23 1 ,067.50
165.00
105.00

70.00 60.00

52.00 20.00

10.00 Check Total
454.59
157.12
361.15
100.00
11,247.70
700.00
648.27
453.07
1 ,067.50
165.00
105.00

70.00 60.00

52.00 20.00

10.00 Page:7
554
apChkLst
06/30/2022 8:58:44AM
Final Check List
CITY OF SOUTH GAn:

Page: 8
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97455 7/12/2022 00003664
Voucher:
97456 7/12/2022 0012932
Voucher:
97457 7/12/2022 0009426
Voucher:
97458 7/12/2022 0012071
Voucher:
97459 7/12/2022 0013475
Voucher:
97460 7/12/2022 00004969
Voucher:
97461 7/12/2022 00003843
Voucher:
97462 7/12/2022 0012202
Voucher:
97463 7/12/2022 0013096
Voucher:
97464 7/12/2022 0007984
Voucher:
97465 7/12/2022 0012867
Voucher:

MISC - SETTLEMENTS
Invoice
21STCV21152
MUNICIPAL RESOURCE GROUP, 103-22-294
03-22-298
MV CHENG & ASSOCIATES, INC. 5/3U2022B
5/31 /2022D
5/31 /2022F
5/31 /2022E
5/31/2022A
5/31 /2022C
50760
50767
NAFLINE, PARKINGID,PARKINGID45443
NADA BUS, INC.

NATIONAL READY MIXED CONCFi82l543
819395
820169
825356
NORTH STAR ELECTRONICS, LL(3045
NUMA NETWORKS 32218

OFFICE TEAM

O'REILLY AUTO PARTS
eor 79653
59484536
60058223
60144833
60242959
60070650
60113201
60157602
60220474
3063-466269
PACIFIC OFFICE AUTOMATION 174782
Inv Date Descrmtion
6/21/2022 PAYMENTOFSETTLEMENTAMC
6/21/2022
6/22/2022
6/9/2022
6/9/2022
6/9/2022
6/1 3/2022
6/9/2022
6/9/2022
6/1 3/2022
6/1 3/2022
6/1 5/2022
5/4/2022
4/21 /2022
4/27/2022
6/1 /2022
6/9/2022
4/23/22-5/31/22 HR CONS & DEVE
JUNE 2022 TOTAL COMPENSATI(
MAY 2022: PROFESSIONAL SER'i
MAY 2022: PROFESSIONAL SER\
MAY 2022: PROFESSIONAL SER'i
MAY 2022: PROFESSIONAL SERS
MAY 2022: PROFESSIONAL SER'i
MAY 2022: PROFESSIONAL SER\
6/3/22: TRANSPORTATION FOR C
6/9/22: TRANSPORTATION FOR C

PARKING TICKET PROTECTORS
READY MIXED CONCRETE AT 93
READY MIXED CONCRETE AT 10
READY MIXED CONCRETE AT 10
READY MIXED CONCRETE AT 31
LIGHT BAR INSTALLATION ON Nl
5/31/2022 5/1/22-5/1/23: PREMIUM SUPPOR
6/1 4/2022
2/24/2022
5/25/2022
6/8/2022
6/27/2022
5/30/2022
6/6/2022
6/1 3/2022
6/21 /2022
6/1 3/2022
W/E 6/10/22: TEMPORARY STAFF
W/E 2/12/22: TEMPORARY STAFF
W/E 5/20/22: TEMPORARY STAFF
W/E 6/3/22: TEMPORARY STAFF
W/E 6/24/22 TEMPORARY STAFF
W/E 5/27/22: TEMPORARY OFFIC
W/E 6/3/22: TEMPORARY OFFICE
W/E 6/10/22: TEMPORARY OFFIC
W/E 6/17/22 TEMPORARY STAFF

AUTO PARTS
5/24/2022 SHARP COPIER MACHINE SERV
Amount Paid
4,250.00
900.00
3,800.00
13,160.00
2,030.00
1 ,o:o.oo
i ,320.00
1 ,925.00
4,230.00
I ,570.00
1 ,570.00
518.13
1 ,337.95
999.42
600.58
716.44
4,846.87
899.56
1 ,440.00
1,188.00
1 ,oso.oo
1,068.12
1 ,323.36
701 .40
535.15
667.10
981 .36
153.80
9,513.40
Check Total
4,250.00
4,700.00
23,685.00
3,140.00
518.13
3 ,654.39
4 ,846.87
899.56
8,984.49
153.80
9,513.40
Page: 8
555
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 9
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97466 7/12/2022 00002769
Voucher:
97467 7/12/2022 0011294
Voucher:
97468 7/12/2022 0011470
Voucher:
97469 7/12/2022 00003691
Voucher:
97470 7/12/2022 00004391
Voucher:
97471 7/12/2022 0009511
Voucher:
97472 7/12/2022 0011466
Voucher:
97473 7/12/2022 0005368
Voucher:
97474 7/12/2022 0006933
Voucher:
97475 7/12/2022 0012962
Voucher:
97476 7/12/2022 0011545
Voucher:

Invoice Inv Date Description
PARIS LASER PRINTER REPAIR 28622
28623
PARKWOOD LANDSCAPE 103224
5/26/2022
5/26/2022
5/31 /2022
PD: DIAZ, NICOLE DIAZ SPRING 21/: 6/6/2022

PW LASER PRINTER REPAIR
WATER BILLING PRINT 40 - LASE
MAY 2022: ANNUAL LANSCAPE ffi
FY 21 /22 EDUCATIONAL REIMBU
PK: LARIOS, JUAN JLJUNEO622
PK: PYRO SPECTACULARS, INC. 20220704-2
PRADO FAMILY SHOOTING RANC6101
PRINCIPAL LIFE INSURANCE CO.JuN 2022
PRINTCO DIRECT 84487
84488
84511
84492
84635
84490
84491
84500
84499
84501
84502
84547
PSYCHOLOGICAL CONSULTING )525630
525640
525562
525654
REGIONALTAP SERVICE CENTEi6016715
RELX, INC.
6/16/2022 JUNE 2022: KARATE
6/7/2022 7/4/22: 4TH OF JULY FIREWORS
6/19/2022 6/15/22:TRAINING-RANGEREN
5/28/2022 JUN 2022: ADJ FOR ACTIVE SWC
3/3/2022
3/3/2022
3/7/2022
3/3/2022
5/4/2022
3/3/2022
3/3/2022
3/3/2022
3/3/2022
3/4/2022
3/3/2022
4 /17/2022
5/31 /2022
5/31 /2022
3/31 /2022
6/1 0/2022
5/31 /2022
1431080-20220431 4/30/2022
1431080-2022083 5/31/2022
(500) BUSINESS CARDS MANUEI
(500) BUSINESS CARDS I MORAI

BUSINESS CARDS & LETTERHE/

BUSINESS CARDS - POLICE DEF
1 ,000 BUSINESS CARDS -STEVE
(500)BUSINESS CARDS - D MELE
(500)BUSINESS CARDS - E GAR(
(500) BUSINESS CARDS A GARC
(500) BUSINESS CARDS JENNIFE
(500) BUSINESS CARDS PAULITt
(500) BUSINESS CARDS DENNIS

BUSINESS CARDS & LETTERHE/
5/9/22: CRITICAL INCIDENT STRE
5/23/22: CRITICAL INCIDENT STR

PRE-EMPLYMENT EVALUATIONS
6/3/22: 60 MINUTE SESSION INDI
MAY 2022: TAP BUS PASSES
APR 2022: MONTHLY SUBSCRIP-
MAY 2022: MONTHLY SUBSCRIP-
Amount Paid
392.60
580.02
29,532.00
103.28
660.00
12,375.00
400.00
4,523.18

33.08 33.08

33.08 33.08
330.75

33.08 33.08

33.08 33.08

33.08 33.08
107.96
350.00
350.00
400.00
275.00
1 ,588.00
732.45
732.45
Check Total
972.62
29,532.00
103.28
660.00
12,375.00
400.00
4,523.18
769.51
1 ,375.00
1 ,588.00
1 ,464.90
Page: 9
556
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 10
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97477 7/12/2022 00004821
Voucher:
97478 7/12/2022 0012589
Voucher:
97479 7/12/2022 00000322
Voucher:
97480 7/12/2022 0010623
Voucher:
97481 7/12/2022 00004338
Voucher:
97482 7/12/2022 0012098
Voucher:
97483 7/12/2022 00004864
Voucher:
97484 7/12/2022 0012980
Voucher:
97485 7/12/2022 0012980
Voucher:
97486 7/12/2022 00004897
Voucher:
97487 7/12/2022 0013072
Voucher:
97488 7/12/2022 00004908
Voucher:
97489 7/12/2022 0005394
Voucher:
97490 7/12/2022 00003795
Voucher:
97491 7/12/2022 0012518
Voucher:
97492 7/12/2022 00003851
Voucher:

Invoice
S & J SUPPLY COMPANY, INC.

S&L INTERNATIONAL, INC.

SAM'S CLUB
SECTRAN SECURITY" INC.

S100194136.001
SIOOI 93822.00!
69146
69066
55412013
000635
22060499
SEQUEL CONTRACTORS INC 569-15
SO CAL COMPTON PIPE SUPPLY 3229
SOUTHERN CALIFORNIA ED1SON7590419135
Inv Date Description
6/3/2022
6/1 /2022
5/1 6/2022
4/4/2022
4/2/2022
6/1 4/2022
6/9/2022

MISC HARDWARE

WATER SUPPLIES FOR REPAIRS
4/1 9/22-4/29/23: S&L BARRACUD)
4/30/22-4/29/23: BARRACUDA EM

YOUTH CLASSES SUPPLIES

YOUTH CLASSES SUPPLIES
JUN 2022: SECTRAN SECURITY'
5/31/2022 12/21/21-3/31/22:STREETIMPRO
5/31/2022 LINE PIPE & SERVICES LINE PAF
3/18/2022 NEWMETERANDSERVICEWIT!

SPECTRUM

SPECTRUM
STATEWIDESAFETYSYSTEM 40011973
STATUS ONE MEDICAL INC 64837
STEVESWAININVESTIGATOR 1434
1430
1431
Slffl51TANGENT COMPUTER, INC.

THE HITT COMPANIES

THOMSON REUTERS
OE-107533
OE-107274
8464698998
108308401060122 6/1/2022
4/20/2022
4 /27/2022
5/20/2022
5/27/2022
5/26/2022
JUNE 2022: FIBER OPTICS FOR I
4/20/22-5/19/22: 4244 SANTA ANA
4/27/22-5/26/22 4244 SANTA ANA
5/20/22-6/19/22: 4244 SANTA ANA
5/27/22-6/26/22 4244 SANTA ANA
J.LEON GARCIA CLA1M#051122L,
5/10/2022 SPECIALORDERFORSTREETC
5/19/2022 FIRST AID SUPPLIES
5/1 9/2022
6/2/2022
6/2/2022
6/al O/2022
5/17/2022
5/1 8/2022
6/1 /2022
BACKGROUND INVESTIGATION i

ADMINISTRATION REVIEW FOR

BACKGROUND INVESTIGATION
TANGENT HOSTED INBOUND El'v

PRINTING AND STAMPS

PRINTING AND STAMPS
MAY 2022: WEST INFORMATION
Amount Paid
I ,228.97
876.05
2,024.75
12,230.40
418.95

90.26 322.68
:i 4,366.09
803.17
27,693.37
948.68
134.99
147.14
134.99
147.14
438.55
1,923.15
128.66
I ,354.95
700.00
700.00
1 ,435.00

33.33 109.48
601 .91
Check Total
2,105.02
14,255.15
509.21
322.68
214,366.09
803.17
27,693.37
948.68
564.26
438.55
1,923.15
128.66
2,754.95
1 ,435.00
142.81
601 .91
Page: 40
557
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 1l
Bank : botw BANK OF THE WEST (Continued)
Check# Date Vendor Invoice
97493 7/12/2022 0008461 TILLEYCRANEINSPECTION,INC22313 Voucher:
97494 7/12/2022 0008153 TIMEWARNERCABLE- 0044267052722 Voucher: 0507757051522
97495 7/12/2022 0013514 TORRES,JORGE Ref000301338
Voucher:
97496 7/12/2022 00003438 TRANS UNION-SOUTHERN CALI 105204528 Voucher:
97497 7/12/2022 0006437 ULINE 149290372
Voucher:
97498 7/12/2022 00004964 UNDERGROUND SERVICEALERldsb2021l309 Voucher: 520220191
97499 7/12/2022 0005750 UNITEDINDUSTRIES 220780
Voucher:
97500 7/12/2022 0010265 UNITED PACIFIC SERVICES, 1NC.22-0524-1 Voucher:
97501 7/12/2022 0011926 URMTECHNOLOGIES,INC. 0079257 Voucher: 0079255
0079254
0079258
0079252
0079256
0079253
97502 7/12/2022 00003911 VERSATILE INFORMATION PROD126 Voucher:
97503 7/12/2022 0011258 VIATRONSYSTEMS,INC. MPJ7643 Voucher: MPJ8202
InvDate Description AmountPaid
5/27/2022 ANNUAL CRANE CERTIFICATION 550.00
5/27/2022
5/1 5/2022
6/1 6/2022
MAY 2022 CABLE FOR PD AND u
5/1 5/22-6/1 4/22 4244 SANTA ANA
UB REFUND CST#00058481 34al!
5/25/2022 CREDIT CHECKS
5/23/2022 SUPPLIES FOR PROPERTY ROO
6/1 /2022
6/1 /2022
2/21 /2022

DIG ALERTS

DIG ALERTS

WATER OUTREACH - VESTS
5/24/2022 5/16/22:EMERGENCYTREESER
5/3 /2022
5/3 /2022
5/3 /2022
5/3 /2022
5/3 /2022
5/3 /2022
5/3 /2022
6/8/2022
6/7/2022
6/8/2022
MAY 2022 - PAYROLL
MAY 2022 - AR
MAY 2022 - AP
MAY 2022 - PERS
MAY 2020 -STORAGE
MAY 2022 - MISC
MAY 2022 - ACCNT
5/1 /22-4/30/23: RENEWAL FOR Pl
7/1 /20-6/30/21 : DOCUMENT SCAJ'
07/01 /21 -06/30/22 ANNUAL MAINT
296.45

25.66 116.02

55.16 644.95
200.69
412.60
162.96
1 ,760.00

20.52 :at .96

37.44 54.72

45.72 71 .64

36.00 4,284.00
12,600.00
12,600.00
Check Total
550.00
322.11
116.02

55.16 644.95
613.29
162.96
1 ,760.00
288.00
4,284.00
25,200.00
Page: 11
558
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 12
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor Invoice Inv Date Description
97504 7/12/2022 00002634
Voucher:
97505 7/12/2022 0010476
Voucher:
97506 7/12/2022 00000561
Voucher:
97507 7/12/2022 0011968
Voucher:
97508 7/12/2022 00001522
Voucher:

VULCAN MATERIALS COMPANY 73310406 6/10/2022
73314567 6/15/2022
73301003 5/31/2022
73291452 5/20/2022
73302838 5/31/2022
73293706 5/23/2022
73295836 5/25/2022
73298329 5/27/2022
73307864 6/8/2022
WECK LABORATORIES INC W2E2083-COSOU 5/27/2022
W2E1427-COSOU 5/17/2022
W2E1601-COSOU 5/20/2022
WESTERNEXTERMINATORCOM8555963 7/28/2021
WEX BANK 81328884 6/6/2022
WHITE CAP CONSTRUCTION SUFl00161345l2 5/17/2022
50018737953 5/24/2022
50018724487 5/23/2022

ASPHALT AND ENVIRONMENTAL

ASPHALT AND ENVIRONMENTAL

ASPHALT AND ENVIRONMENTAL

ASPHALT AND ENVIRONMENTAL

ASPHALT ENVIRONMENTAL FEE

ASPHALT AND ENVIRONMENTAL

COLD MIX AND ASPHALT FEE

ASPHALT AND ENVIRONMENTAL

ASPHALT AND ENVIRONMENTAL

WATER QUALITY SAMPLING

WATER QUALITY SAMPLING

WATER QUALITY SAMPLING

GOPHER & FLEA ABATEMENT A'T
6/6/22 CLOSING DATE: SHELL G!

STREET DMSION TOOLS FOR C
STREET DMSION TOOLS NECE!

VARICUT PLUS GENERAL PURP(
Amount Paid
205.43
108.68
206.41
328.82
208.37
E114.24
259.43
109.65
110.64
135.00
135.00

75.00 375.00
1 ,656.62
585.75
1 ,526.20
2 07.05
Check Total
2,351 .67
345.00
375.00
i ,656.62
2,319.00
Page: 12
559
apChkLst
06/30/2022 8:58:44AM
Final Check List

CITY OF SOUTH GATE
Page: 13
Bank : botw BANK OF THE WEST (Continued)
Check # Date Vendor
97509 7/12/2022 00000062
Voucher:

Invoice
ZIEGLER'S HARDWARE& SUPPL'r10935
10955 4/11 /2022
11025
"i q ogg
ffl05
li085
ffl64
ffl80 6/6/22
10930
11024
11032 4/28/2022
11056 5/3/22
4302022 4/30/2022 00004309 AMERIFLEX
Voucher:
11069
11083 5/1 2/22
11133
ffl39 5/24/22
ffl61
11204
04302022
Inv Date Description
4/6/2022
4/11 /2022
4 /26/2022
5 /1 6/2022
5/16/2022
5 /i2/2022
6 /1 /2022
6/6/2022
4/5/2022
4/26/2022
4 /28/2022
5 /3/2022
5/9/2022
5/1 2/2022
5/23/2022
5/24/2022
5 /31 /2022
6 /1 3/2022
4/30/2022

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE
6 KEY COPIES FOR CONFEREN(

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

MISC HARDWARE

PAINT PUMP TIPS
APR 2022: ACH DEBITS BOW
Amount Paid

58.39 24.23

53.89 17.61

45.18 35.22
21 .96

13.16 84.84

36.34 19.81

15.41 35.21

22.95 99.19

45.15 69.4i

40.73 4,531.16
Sub total for BANK OF THE WEST:

Check Total
738.68
4,531.16
744,818.82
128 checks and 1 wire transfer in this report. Grand Total All Checks and Wire Transfers: 744,818.82 Void Checks
Bank code: botw
Check #
97429
Date
7/12/2022
Page: 13
560
WARRANT REGISTER FOR COUNCIL MEETING 7/12/2022 PART V apChkLst
06/30/2022 1:51 :42PM
Final Check List

CITY OF SOUTH GATE
Page: 1
Bank : botw BANK OF THE WEST
Check # Date Vendor
2308 6/23/2022
Voucher:
2309 6/23/2022
Voucher:
2310 6/23/2022
Voucher:
2311 6/23/2022
Voucher:
2312 6/23/2022
Voucher:
2313 6/23/2022
Voucher:
2314 6/23/2022
Voucher:
00004836
00002370
00000343
00001186
00000004
00004996
00004988
Invoice
SEIU LOCAL 721 CTW CLC-23900'Ben301489
INTERNAL REVENUE SERVICE Ben301491
PUBLIC EMPLOYEES RETlREM8Ben301493
EMPLOYMENT DEVELOPMENT DBen301495
NATIONWIDE RETIREMENT SOLLBen301497
SEIU-COPE LOCAL721, LA/QC ClBen301499
CHILD SUPPORT ON-LINE, STATEBen30l501
Inv Date Description
6/23/2022 SEIU DUES: PAYMENT
6/23/2022
6/23/2022
6/23/2022
6/23/2022
6/23/2022
6/23/2022
MEDICARE: PAYMENT
PERS RETIREMENT: PAYMENT
SDI: PAYMENT
DEF COMP NATIONWIDE: PAYME
SEIU- COPE LOCAL 721 DEDUCT
CHILD SUPPORT-ONLINE: PAYMI
Amount Paid
2,994.25
158,031 .53
214,599.15
54 ,385.65
55 ,465.16

39.00 1 ,399.51
Sub total for BANK OF THE WEST:

Check Total
2,994.25
158,031 .53
21 4,599.15
54 ,385.65
55 ,465.16

39.00 1 ,399.51
486,914.25
7 wire transfers in this report. Grand Total All wire transfers: 486,914.25 Page: I
561

WARRANT REGISTER SUMMARY
CITY COUNCIL MEETING OF 7/12/2022

TOTAL PARTI-PAYROLL-RELATEDCHECKS
TOT AL PART II - PREPAID CHECK (6/22/2022)
TOT AL PART Ill - PREPAID CHECKS (6/29/2022)
TOTAL PART IV - ACCOuNTS PAYABLE CHECKS & WIRE TRANSFER

TOT AL PART V - PAYROLL-RELATED WIRE TRANSFERS

SUB-TOTAL
LESS: VOIDS
LESS: EMPLOYEE PAYROLL DEDUCTIONS
1,768.34
1,247,714.10
620,830.82
744,818.82
486,914.25
3,102,046.33
(i,107,392.96)
(331,115.23)
GRAND TOT AL 1,663,538.14
562

SOUTH GATE CITI COUNCIL

WARRANT APPROV AL AND CANCELLATION
Warrant Number 97359 to Warrant Number 5!ZUQU inclusive, plus WiteTtansfers totaling , as listed on the accompanying Accounts Payable Warrant Register of JULY122022 are approved as presented, with the exception of the following voided and replacement warrants:

Voided
Check Number Vendor Check Date Amount Reason for Void or Replacement 96884 RHONDA BARNETT 5/24/2022 $ 60.00
WRONG VENDOR PROFILE. WILL

REISSUE
97369 NR DEVELOPMENT, INC. 6/22/2022 s 1,107,332.96

DEPARTMENT WILL REQUEST A

DIFFERENT AMOUNT
97429 NIA 7/1 2/2022 $ 0.00

HOME DEPOT DESCRIPTION

OVERFLOW
GRAND TOT AL OF VOIDED CHECKS $ 1,107,392.96
96542 PRADO FAMILY SHOOTING RANGE arzarzozv $ 1,200.00 LOST IN MAIL. ISSuED
REPL_ACEMENT CHECK #9737G1
" GRAND TOT AL OF REPLACEMENT
CHECKS $ 1,200.00
" Replacement i:hecks reported in previous warrant registers tiave no impact to the grand total.

DIRECTOR OF ADMINISTRATIVE SERVICES
Pursuant to action of the City Council on at a regular or atljoumed meeting, the City Treasurer was ordered to pay and/or cancel the above wanants, wire transfers & ETFs, as approved. 563