South Gate City Council
June 27, 2023

492
dwiiiohx
December 3, 2021
Mr. Art Cervantes, P.E
Assistant City Manager/Director of Public Works
City of South Gate
8650 California Avenue
South Gate, CA 90280
Subject: Proposal to Provide Staff Augmentation Services Dear Mr. Cervantes.

As requested, Willdan Engineering (Willdan) is pleased to submit this proposal to provide the City of South Gate with Capital Improvement Program project management services and other related services. \/\/illdan brings to the City of South Gate over five decades of experience and a record of unmatched services to over 500 public agencies.

As a multidisciplinary firm, we have a full complement of resources under one roof, enablingustoprovideacompleterangeofservicestotheCityofSouthGate. Ourfirmhas over five decades of experience providing a wide range of support services to local government agencies throughout Southern California and the Western United States, including public works, city engineering, civil and traffic engineering, water/wastewater engineering, structural design, landscape architectural, master planning, building and safety services, assessment district engineering, labor compliance, special funding administration, geotechnical services, and construction management. Because we focus solely on the needs of the public sector, we have a perspective on public agency issues that is unique among private consulting firms.

Willdan is pleased to offer Mr. Elias Saikaly, PE with over 30 years of public and private sectors experience, to serve as the Project Manager for the City of South Gate. Elias has an extensive background and experience in management and administration, general and public works contracts, grants and contract services management.

Mr. Emilio M. Murga, PE will serve as a Project Manager for the City of South Gate. Mr.

Murga joined Willdan in 2001 and has since provided city engineer, project management, contract administration, supervision of publicworks inspectors and City staff, coordination ofvarious agencies and consultants, and cityengineering services tothe Cities of Hawaiian Gardens, San Bernardino, Lawndale, Covina, and San Marino on an as-needed basis. %i' it:l) 1'XI0 i OCO .!I}J 4-1d I i ll! M) 6a)S 21 20 i 1 ) h) i DO'+a.iRiii ) l' +-k .'*.1'( tit t' 11. Q*-Il(I II:'.0. In.:#:PI , ('OVliclii.l Q1 f ik* }l i I I I Wl%'w A I:c!Vl (CVI I 32(493
Attachment J
Amendment No, 2
Contract No. 2020-15-CC
AM'ENDMENT N0. 2TO CONTRACT NO.
2020-15-CC FOR AS NEEDED ENGINEERING SERVICES WITH

WILLDAN ENGINEERING
This Amendment No.2 to Contract No. 2020-15-CC for As Needed Engineering Services ("AmendmentNo, 2"), is made and entered into on March 8, 2022, by and between the City of South Gate, a municipal corporation ("City"), and WilldanEngineeringl, a California corporation ("Consultant"). City and Contractor are sometimeshereina:aerindividually referred to as a"Party" and coLlectively as "Parties."

RECIT ALS
WHIF,REAS, on February 25, 2020, the City Council approved Contract No,2020-15-CC with Consultant ("Agreement") forAs Needed Engineering Servicesfor atwo-year term tbrough and including February 25, 2022, in tlie amount of Four I-Iundred Bighty Thousand Dollars ($480,000);
WHEREAS, on January 11, 2022, the City Council approved Airiendment No, l to Contract No,2020-15-CC with Consultant ("Agreement ") for project management services on a month-to-month basis, for up to eight months term through and including August 15, 2022, in the amount of Three Hundted and Flighty-Three Thousand Five Hundred and Twenty Dollars ($383,520); and
WHEREAS, the City and Consultant desireto execute AmendmentNo. 2 extending the term of the Agreement retroactively effective from February 26, 2022 to June 30, 2023, under whicl'xthe total amount of compensation to be paid by the City to the Consultant shall be based on the servicesprovided at the agreed upon hourly rates identified in Exhibit "A" of Amendnnent No, l and, under the terms and conditions of the Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGRF,E AS FOLLOW8:
1, MODIFICATION TO AGREF,MENT
a. TERM OF AGRiEMENT. The term of the Agreement shall be extended retoactively effective from February 26, 2022 through and including June 30, 2023, unless otherwise expressly extended and agreedto by both Parties in writing or teririinated by either Party asprovided in the Agreement. b, SCOPE OF WORK AND COMPENSATION. The scope of work and the amount of compensation to be paid by City to Consultant shall be iii accordance with Exhibit "A" of Agreement 2020-15-CC.
2, EFFECT OF AMENDMF,NTS. Except as expressly amended herein, all other terms and conditions of A@eement shall remain in ')ull force and effect. Without limiting the generality of the foregoing, Agreement shall remain unchanged during the term Pagelof2
494
Amendment No. 2
Contract No. 2020-15-CC
of Agreement as extended by Section 1 above. Ftirtliermore, City reserves the right to augtnent or reduce the scope of work as City decms neCeSSary.

USi WITNESS WH'EREOF, the Parties hereto have caused this Amendment No. 2 to be executed and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE;
Al Rios, Mayor
Dated:4 -26 '2523
ATTEST;
Chris Jeffers City Clerk
VED AS TO FORM:

F. Salinas, City Attorney
WILLDAN li,NGINNERING:

BY:

Adel Freij, Director of Eq
Date:AP / r, 262'L
'Pa@2of2
323 495
Attachment K
AThNENDAIENl' NO. 3 'l'O CONTRACT N0. 2020-15-CC

FOR AS NEEDED ENGJNEF,RING SF,RVICF,S WITH
Wn,LDAfSl kNGlNKKRlNG
This AmendmentNo. 3 to Contract No. 2020-15-CC for As Needed Engineemg Services ("Amendment No. 3") is made and entered into on December 13 2022, by and between the City of South Gate, a municipal corporation ("City"), and Willdan Engineeting, a Califomia corporation ("Consultmit"). City and Contractor are sometimes hereinafter individually referred to as a"Party" and collectively as "Parties."

RF,CIT ALS
WHEREAS, on February 5, 2020, the City Council approved Contract No. 2020-15-CC with Contractor ("Agreement") forAs Needed Engineering Senices for a two-year term through and including Februa7 25, 2022, in the amount of Four Hundred Eighty ThousandDollars ($480,000);
WHEREAS, on January 11, 2022, the City Council approved Amendment No. 1 to ContractNo. 2020-15-CCwithConsultantforprojectmanagementsemcesonamonth-to-month basis, forup to eightmonths termtmough andincluding August 15, 2022 inthe amount ofThree Hundred and Eighty-Tbree Thousand Five Hundred and Twenty Dollats ($383,520); WHEREAS, On March 8, 2022, the City Council approved Amendment No. 2 to Contract No. 2020-15-CC with Consultant extending the temi bough June 30, 2023; and WHEREAS, the City and Consultant desire to execute Amendment No. 3 to, (a) extend the term of the agreement to provide semces through June 30, 2024 under Amendment No. 2, (b) to augment project management setvices by including an additional engineer identified in Exhibit "A," and (c) to increase the contract to an amount not to exceed Four Hundred FortyNine Thousand Two Hundred Eighty Dollars ($449,280) for FY 2022/23, and Seven Hundred Thirty Thousand Eight Doller ($730, 080) for FY 2023/24, under the terms and conditions of the Agreement, bringing the aggregate total sum of the Amendment No. 3 to One Million One IIuutlicd Scvcul/ Nine Thousand Three Hundred Sixty Dollars ($1,179,360),andthe total swi of the Agreement, inclusive of all amendments, to One Million Eight Hundred Two Thousand Eight Hundred Eighty Dollars ($1,802, 880).

NOW, THEREFOR, the pmties hereby agree as follows:

1. SCOPE OF WORK
The City hereby engages Contractor/Consultant mid Contractor/Consultant accepts such engagement to perfomi the semces set forth in the Scope of Ser#ces as described in the original contract as well as"Exhibit A" attached hereto and made part of this Amendment No. 3. The Scope of Services may be mutually mnended by time to time by both Parties m writing.
;l,\f 496
Ampmlment No, 3 to Contract No. 2020-15-CC
Willdan Engineering

COMPENSATION.

The amount of compensation paid by City to Consultant to continue savices under the original scope of work of the Agreanent as well as for sa'ices identifiai in Exhibit "A" shall not exceal One Million One Hundred Scvculy Nine Thousand Three Hundred Sixty Dollars ($1,179,360).

CONTRACT TERM.

The tam of the contract is hereby extended through June 30, 2024; however, the City reserves the rightto taminatethe contract with 30 days notice atthe sole discretion of the City.

F,FFF,CT OF AMF.NDMENTS.

Except as expressly amended herein, all odier terms and conditions of Agreement shall remain in full force and effect. Without limiting the generality of the foregoing, Agreement shall remain unchanged during the term of Agreetnent as extended by Section l above. Furthennore, City resaes the right to augment or reduce the scope of work as City deems necessary.
[Remainder of page left blank intentionally.]

J2G'497
."! m".uJmiul riu. 3 to Contract No. 2020-15-CC
Willdan Engineering

IN WITNFiSS WHERH:OF, the Parties hereto have caused this Amendment No. 3 to be executed and attested by theirrespective officers hereunto duly audiorized.

CITY OF SOUTH GATE:

Maria del Pilar Avalos, Mayor
Dated: /27,,;rolxp,;i:r
ATI'EST:

Yodit City Clerk
APPROVE,D AS TO FORM:
c
F. Salinas, City Attorney
WILLDAN ENGINEF,RING:

B7:

Adel Freij, Director of Engi
Dated:

December 15, 2022

A2k498
[wiuoqrq
November 8, 2022
Mr. Art Cervantes, PE
Assistant City Manager/Director of Public Works
City of South Gate
8650 California Avenue
South Gate, CA 90280
Subject: Proposal to Provide Project Management Services Dear Mr. Cervantes:

As requested, Willdan Engineering (Willdan) is pleased to submitthis proposalto provide the City of South Gate with Capital Improvement Pmgram (CIP) project management supportservices through June 30, 2024. Willdan brings to the City of South Gate over five decades of experience and a record of unmatched services to over 500 public agencies.

As a multidisciplinary firm, we have a full complement of resources under one roof, enabling us to provide a complete range of services to the City of South Gate. Our firm has over five decades of experience providing a wide range of support services to local government agencies throughout Southern California and the Western United States, including public works, city engineering, civil and traffic engineering, water/wastewater engineering, structural design, landscape architectural master planning, building and safety services, assessment district engineering, labor compliance, specialfundingadministration,geotechnicalservices,andconstructionmanagement. Becausewe focus solely on the needs of the public sector, we have a perspective on public agency issues that is unique among private consulting firms.

Willdan is pleased to offer Mr. Elias Saikaly, PE with over 30 years of public and private sectors experience, to serve as the Project Manager for the City of South Gate. Elias has an extensive background and experience in management and administration, general and publicworks contracts, grants and contract services management.

Mr. Emilio M. Murga, PE will serve as a Project Manager for the City of South Gate. Mr. Murga joined Willdan in 2001 and has since provided city engineer, project management, contract administration, supervision of public works inspectors and City staff, coordination of various agencies and consultants, and city engineering services to the Cities of Hawaiian Gardens, San Bernardino, Lawndale, Covina, and San Marino on an as-needed basis.

Mr. William Galvez, PE with more than 35 years of municipal experience, will serve as the Project Manager for the City of South Gate. Mr. Galvez' extensive experience includes project planning/management, design, construction administration and observation, surveying, and public relations for public works projects. He is skilled at managing staff, programs, and CIP projects; developing and administering municipal budgets; performing utility rate studies; preparing engineering and cost/revenue impact studies; developing infrastructure master plans, and developingfinancingstrategies. Hehasexcellentcollaborationskillsandisadeptatinterfacingwith local and state agencies, as well as experience wlth presenting to city council, commissions, and community gmups. Mr. Galvez has excellent verbal and written communication skills, and he is fluent in Spanish.
!a.XQl.WOO I aoo.am.uaa l Ax: 502.a!6jlH I 131'll (aoaroada Pskwq Noith. Suite 405. Induaby. sm 11746-34411 iimw..am 499
November 8, 2022

SCOPE OF WORK

1. ManagetheCapitallmprovementPmgramprojectsfromdesigntoconstnictioncompletion.

2. Monitor project's budgets and schedules.

3. Preparerequestsforproposalsforprofessionalservicesandnegotiatecontractsfordesign and construction management.

4. Monitor contract expenditures and consultant performance. Process invoices.

5. Coordinate with utility companies/agencies and act as City's representative with to ensure timely relocation of facilities.

6. Prepare reimbursement requests and invoices to Caltrans and other funding agencies.

7. Attend meetings with City staff to provide project updates.

8. Represent the City of South Gate at meetings as necessary.

9. Prepare the necessary staff reports and budget document.

10. MaintainprojectfilesinaccordancewiththeCity'sformat.

11. Providetimelyreviewsofplans,specifications,andestimates(PS&E).

12. CheckcontractdocumentsforcompliancewithStateandCaltransfundingrequirements,as required.

13. Coordinate with City staff and consultants to have bid notices advertised and posted in various trade publications and on the City's website.

14. Coordinate responses to bidders' questions and prepare addenda.

15. Coordinate evaluation of bids and review award recommendation of lowest responsive, responsible, qualified bidder from consultant project manager.

16. Review insurance, bonds, and other required documents.

17. DraftCityCouncilstaffreportforawardofconstructioncontractandcoordinateprocessing of the contract agreement with the lowest responsible bidder.

18. Attendpre-constructionmeetings,asrequestedbytheCity.

19. Pmvide general oversight of contract administration during project construction, including recommending solutions when issues arise.

20. Review and recommend approval/disapproval of monthly progress pay estimates.

COMPREHENSIVE. INNOVATIVE, TRUSTED.f
mX 500
November 8, 2022

21. AS8iSt with review of contract change orders.

22. Coordinate job walk for preparation of punch list items.

23. Coordinateprojectcloseoutactivities,includingas-builts,staffreport,NoticeofCompletion, release of retention, and warranty walk.

FEE
Willdan proposes to provide the following staff members to serve the City of South Gate:

Elias Saikaly, PE, Project Manager, $130/Hour
Emilio M. Murga, PE, Project Manager, $1 30/Hour
William Galvez, PE, Project Manager, $130/Hour
Please indicate the City's approval and authorization to proceed by either printing out and signing two originals and returning one hard copy original to our office, or by scanning one signed original and returning it by e-mail.

Thank you for giving us the opportunity to be of service to the City of South Gate. If you have any questions, please contact Mr. Adel Freij at (562) 364-8486 or afreij(Qwilldan.com.

Respectfully submitted, Approval and Authorization to Proceed By:

WILLDAN ENGINEERING CITY OF SOUTH GATE
Adel M. Freij, PE
Director - Engineering Signature
Date
Enclosure
910005/WW.00.30/P22-376 23939
COMPREHENSIVE. INNOVATIVE. TRUSTED. '
gz"7501
[WILLpA5
Elias Saikaly, P.E.

Project Manager
Education
Califomra State university,
Los Angeles
Pasedena City College
Registration
2000, California, C68226
Mr. Elias 8aikaly has over 30 years of experience in the public works/engineering field.

He has provided project management, CIP management and implementation, contract administration, construction management, coordination of various agencies and consultants, and general engineering services to the Cities of South Gate and Lynwood.

He assisted the City Engineer and the Director of Public Works on various projects, including implementing and administering the design and construction of various capital improvement projects.

Affiliations
American Public Works
Association
26 Years' Experience
Relevant Project Experience
City of South Gate, California. Mr, Saikaly served as a Project Manager on several major construcUon projects. He has also provided general engineering oversight for CIP implementation, ADA compliance, prepared City Council staff reports, coordinated preparation of plans and specificmions, awarding of construction and consulting contracts, project conshuction, change orders, projectfunding reimbursement of Measure R, M, SB-1, performed inspections. His experience at the City of South ate includes the following CIP projects:

Firestone Boulevard Bridge Widemng. Responsible formanaging a $6,000,000 bridge widening project. This federally funded project consists ofwidening the existing bridge on Firestone Boulevard over the Los Angeles River. Responsible to review Contract Change Orders, review and process contractor's progress payments, settle submitted claims and confer with the City for acceptance, review all inspection reports, peform weekly construction meeting with the contractor, construction manager, field inspector and other effected agencies, monitor project expenditure, apply for reimbursement from the State, requested for additional project funding and time extension, project close out, prepare Council report for project acceptance.

Police DepartmentWellness Center. Managing the construcUon and the inspection of a newl000SquarefeetstructureforthePoliceDepartment. TheprojectconsistedofMat foundation for a single-story wood structure. Responsible for reviewing and processing Contract Change Orders, contractor's progress payments, prepare inspection reports, perform weekly construction meeting with the contractor, monitor project expenditure, project close out, prepare Council report for project acceptance.

Long Beach Boulevard Improvement Project. This is a $5,000,000 project which has multiple funding sources, Measure R, Local Retum, Federal and Statefunds. The project consists of pedestrian improvement with new sidewalks, curbs and gutters, curb ramps, In-Pavement crosswalk lighting, flashing beacons, new median islands with drought tolerant landscaping resurfacing of the street with new striping.

Garfield Avenue Complete Street Improvement Project. This is a $3,000,000 project which has multiple funding sources, Measure R, Local Return, Federal and State funds.

This project consists of pedestrian improvement with new sidewalks, curbs and gutters, curb ramps, new median islands with drought tolerant landscaping resurfacing of the street with new striping.

Firestone Boulevard 1-710 Southbound On Ramp. This $10,000,000 construction project is federally funded and it involves the design of a new on ramp and the removal of theexistingonrampalongFirestoneBoulevardovertheL.ARiver. Currentlytheproject is under design with a consulting firm. The new on ramp will tie in with the existing and newly constructed bridge. The design should be completed by 2021.

Page14
no 502
§WlLLpA,,5
Ellas Salkaly, PE
Continued
City of Lynwood, California. As a Senior Public Works Manager with the City of Lynwood, Mr. Saikaly directed and provided administrative and technical oversight of activities and operations of the City's Public Works Department in budget preparation, Capital Improvement Program Division, Street Maintenance, Landscape Maintenance, Facilities Maintenance, Fleet Maintenance, Storm Water Management, Recycling and Used Motor Oil programs. In addition, Mr. Saikaly has completed the following responsibilities:

Created and organized a Five-Year CIP plan for City infrastructures.

Administered facility retrofit projects through Energy Conservation Block Grant.

Served as Project Manager for utility and facilities undergrounding construction project (Rule 20A).

Lead a team of professionals on a $1 2M design pmject for New City Hall and Council Chambers.

Managed compliance activities of storm water including supervision of environmental programs.

Review and approve grading plans for private development.

Review parcel maps for easement and accuracy.
s Managed City's environmental licensing and inspection program of hazardous materials.

Managed day-to-day operations of administrative and special projects. ASSlsted in the development and management of an $18,000,000 departmental budget.

Experienced in directing engineering design, construction projects and staff in fastpaced, results-oriented environments. Excellent communicator able to elicit outstanding performance from a diverse array of professionals. Demonstrated track record in developing synergistic relationships to bring projects to completion on time and under budget. Strong leadership, organizational, and communication skills.

Ensured that all Federal and State regulatory mandates and reporting requirements are met.
si Review proposals from consultants on design projects, prepare staff reports for City Council approval and provide presentations.

Attend regular Council meetings and provide assistance to the Director of Public Works.
s Served as a Vice President on Los Angeles Regional Agency (LARA) Recycling Program.

Served on Technical Board for Reach and Reach II for NPDES, MS4 permit compliance.

Attend regular planning Commission meeting, Parking & Business Improvement District Board.

Prepared reports and attended Traffic, Safety and Parking Commission meetings.

City of Lynwood, California. As a Capital Improvement Project Manager, Mr. Saikaly designed and constructed a myriad of infrastructure projects including major arterial roads, residential streets, potable water supply lines, street lighting and other projects.

Managed $12,000,000 capital improvement and operational budget.

Responsible for the inspection for all constnictaion within the public rights-of-way.

Prepared and coordinated designs, plans, specifications and estimates for all CIP projects.

Page l 5
337 503
[W%gAN l
Elias Saikaly, PE
Continued
Prepared staff reports for City Council for award and acceptance of projects.

Ensured that all Federal and State regulatory mandates and reporting requirements are met.

Negotiated Contract Change Orders with consultants and contractors and provide reports.

City of Lynwood, California. As a Civil Engineering Assistant, Mr. Saikaly served as a resident engineer on a construction of a 35.5-acre City park, designed plans for residential streets and prepared cost estimates, managed construction of4000 feet storm drain pipes and catch basins, issue permits to residents and contractors, assisted residents in complaint resolution, and inspected street construction projects and paving application.

Dokken Engineering, Calffornia. As a design engineer, Mr. Saikaly performed the following tasks for the State of California, Department of Transportation:

Designed Freeway interchange, loop ramps, on ramps and exit ramps Developed roadway and bridge superelevation diagram
Designed of grading plans and drainage plans
Designed of retaining walls adjacent to the freeway
Designed of roadway widening
Established striping plans and traffic detour plans

82,- 504
[WIL49Ag
Emilio M. Murga, P.E.

Project Manager
Education
California State University,
Northridge
LA Valley Junior College
Registration
1995, California, 54420,
Cjvif
Mr. Emilio M. Murga joined Willdan in 2001 and has since provided city engineer, project management, contract administration, supervision of public works inspectors and City staff, coordination of various agencies and consultants, and city engineering services to the Cities of West Covina, Hawaiian Gardens, San Bernardino, Lawndale, on an asneeded basis. He has assisted the City Engineer of the Cities of South Gate, Bell Gardens and Maywood on various projects, including implementing and administering the design and constnx,tion of various capital improvement projects. Mr. Murga is fluent in the Spanish language.

Affiliations
American Public Works
Association
American Society of Civil
Engineers
34 Years' Experlence
Relevant Project Experience
City of West Covina, California. As City Engineer, oversaw implementation and construction of CIP program, including street improvement and resurfacing projects, sewer lift station projects, and electric vehicle charging stations, sidewalk repair projects traffic signal construction, pedestrian/school route improvements for Senior Center Renovationproject. Busstopimprovementprojects,coordinationwithCaltransforl-710 freeway improvement project. Coordinated with City maintenance and engineering staff as well as City consultants. Worked on various development projects (52 hours construction project, Chick-fil-A restaurant, Porto's Bakery Restaurant, U-Store-It Facility, various subdivision project). Worked on SB-1 designation of project, maintenance of effort, MOE. ADA implementation program, NPDES/LID program, measure W funding, CalRecycle road work, BKK land field, underground district funding and project development. Landscape-lighting assessment districts. Public works permit, site plan reviews, various traffic/parking related requests, resident requests and complaints.

Coordination with mutual improvement projects with surrounding cities.

City of Hawaiian Gardens, California. Mr. Murga served as the City Engineer and provided general engineering oversight for CIP implementation, site plan and development reviews, ADA compliance, NPDES coordination, prepared City Council reports for funding of projects, coordinated preparation of plans and specifications, awarding of construction and consulting contracts, project construction, change orders, Landscaping and Assessment Districts, project funding of Measure R, M, SB-1, TDA, Prop A, Prop C, etc., coordination with METRO, Caltrans, COG, addressed residents' complaints, traffic and curb marking requests, issued Public Works permits, performed inspections,, etc. Worked on the following CIP projects: Carson Street Beautification Project, $3 million, median islands, landscaping and irrigation, digital entry sign, pedesttian lighting, traffic signal upgrades, sidewalk decorative enhancements, wrought iron fences at channel crossings, construction of concrete monuments for commemorative plaques, wheelchairramp construction, planting ofdate palms and street trees, tree lights, decorative equipmentwraps, striping, etc. Street Improvement Projects, 2 proje:,ts, $400,000 each, grind and overlay streets, sidewalk, curb and gutter repairs, wheelchair ramp construction, striping, etc. Skate Park Construction Project, $500,000, demolition of existing obsolete skate park and construction of new skate park, wrought iron fencing, landscaping and irrigation, etc. Splash Pad Construction Project, $500,000, demolition of existing obsolete splash pad, construction of recirculating water system, water features, construction of new expanded splash pad, restrooms ADA upgrades, landscaping and irrigation, etc. Shade Structure Construction at Lee Ware Park, $100,000, design build tile roof shade structure, landscaping, irrigation,lighting, etc. Bus Stop Improvement, Bus Shelter and Tra& Signal Improvement Project, $450,000, upgrade traffic signals, install bus shelters, construct concrete bus pads, construct ADA compliant wheelchair ramps, etc.

8;63 505
@WIL49A5
EmlliO M. Murga, PE
Continued
City of San Bernardlno, California. Mr. Murga served as the City Engineer and supervised engineering and inspection staff of 15, provided general engineering oversight of the department, performed development and site plan reviews, coordinated developer off-site improvements, Public Works permits and inspections, landscape assessment districts and its maintenance operations through contractors, addressed residents' complaints, funding administration, prepared City Council reports, coordinated CIP program schedule and funding, etc. Coordinated with SANBAG, Caltrans, San Bemardino County Flood. Worked on the following major projects: Mt. Vernon Viaduct Project, $50 million, bridge replacement over BNSF railroad lines and rail yards.

Tippecanoe Avenue I-10 Fwy. on/off Ramp Construction, $20 million, construction of new on/off ramps, traffic signal improvements, adjacent streets relocations, etc., E Street Improvements, $2 million, street improvements and traffic signal improvements in connection with dedicated street bus lanes. Rail Construction Project, extension of rail lines,constructionoftransitcenter,trafflcsignalupgrade. UniversityParkwayDiverging Diamond Interchange Project, feasibility studies and preliminary design by City in conjunction with Caltrans. Palm Avenue Rail Grade Separation Project, constructed by SANBAG.

CityofLynwood, California. Mr. Murga'sextensivepublicworksexperiencewasgained during his tenure mth the City of Lynwood, a City with a population of 80,000, where he served as the Director of Public Works for 8 years and 4 years as Assistant Director of PublicWorks. HealsoheldthepositionsofAssistantandAssociateCivilEngineerfor6 years while with that City. Mr. Murga was employed with City of Lynwood for two tenures. First tenure, From September 1980 to April 1998. Second tenure, May 2013 to November2014. RetiredfromCityofLynwoodNovember2014.

As Lynwood's Assistant Director and Director of Public Works, Mr. Murga was in charge of engineering, water, sewer, traffic signals and street lighting, city garage, park maintenance, building maintenance, street maintenance, and MIS divisions, and implementation of capital improvement projects. Specific responsibilities included:

Supervision of the engineering division which included development plans, grading plans, parcel map checks, and public works permitfunction, complaints, public counter, etc.

Design and construcUon of street improvements and landscaped medians.

Design and construction of traffic signals and street lighting systems.

Design and construction of various buildings city buildings and facilities and upgrade projects.

Budget preparation, reports to the City Council, attendance at City Council meetings.

Supervision of Traffic and Parking Commission.

Coordination of various redevelopment projects with Community Development Department.

Application and implementation of various State and other grants.

Supervision of Public Works assistance youth training program.

Implementation of $1.2 million energy retrofit and reduction loan program.

Preparation of Street Lighting and Landscape Assessment districts.

Monitoring expenditures of funds, i.e., ISTEA, Gas Tax, Prop A and C, SB821, CDBG, etc.

Implementation of tree planting and maintenance program.

Coordination with Alameda Corridor project during study and design phases.

Coordination of permit process for design and construction ofoil pipeline through the City.

Ig'f-506
§W1LL2AN1
Emllio M. Murga, PE
Continued
Coordination with Lynwood School Districtduring design and construction of new high school and other school district projects.

Supervision ofvarious water system projects and implementation ofwaterquality improvement projects.

City of South Gate, California. As Assistant City Engineer, in charge ofthe Engineering Division, CIP program and a staff of eight engineers, support staff and public works inspector. Responsible for implementation of $40 million CIP program, preparation of RFPs for consultant selection for design, construction engineering and inspection.

Overseeing the preparation of designs by mnsultants and staff. Preparation of City Council reports, resolutions and ordinances, coordination with the City Attorney's office.

Preparation of site plan reviews, parcel maps and development conditions. Subdivisaion process, attend Planning Commission meetings to explain and answer questions regardingpublicworksconditions. Overseetheissuanceofpublicworksconditionsand permits, inspection of private, utility and public improvements. Oversee the City's NPDES program, coordinate with City's NPDES consultant. Prepare and coordinate applications by staff and consultants of various Federal and State grants (Call for Projects, EDA, HSIP, etc.). Oversee department's budget, prepare CIP annual budget, preparemulti-yearCIPprogram. ProvideassistanceonengineeringmatterstootherCity Departments. Prepare employee evaluations and address personnel issues, interview and hire employee replacements. Prepare annual Street Lighting and Landscape Assessment District. Update annual public works fee schedule. Review EIR/ELS for the 1-710 Fwy. Project. Review various traffic and residents' complaints and request, proposed solutions and recommendations. Coordinate mth Caltrans, Metro, LACDPW, Los Angeles County Sanitation District, UPRR, Central Basin Water District, etc.

Presently working on the following CIP projects: Firestone Boulevard/Atlantic Avenue Project, $8 million; Firestone Boulevard/1-710 Fwy. Bridge Widening, $14 million; Water and Sewer Improvements Project, $5 million; Safe Route to School, Cycles 1, 2, 8 and 9; $3 million; Park Improvements Project, $4 million; Firestone Beautification Project, $15 million; LED Street Lighting Conversion Project, $3 million; Traffic Signal Improvement Project, $2 million, etc.

City of Inglewood, California. As Principal Civil Engineer, from August2009 to February 2012, supervising the Public Works Department's Engineering Division, provide CIP program implementation, contract administration, preparation of plans, specs and cost estimates, preparation of RFP, consultant selecUon, contract administration and oversight. Supervise development operations, public works permits, inspections, site plan reviews, subdivision process, coordination with Community Development Department. Investigate/answer City Council, resident requests, prepare City Council reports. Major projects underway Century Boulevard ($3,000,000), La Brea Avenue ($7,000,000), Imperial Hwy. ($3,000,000), Crenshaw/LAX Light Rail, etc. Provide coordination Hollywood Park Develop. Project (3,000 dwelling, commercial development project) for public improvements. Train staff in engineering and public works duties.

Prepare and oversee Division's annual budget and CIP budget. Coordinate Federal, State and Local grants/funding for CIP's. Coordinate with Caltrans, LADPW, Metro.

Provide tech. support to other divisions and departments.

Engineering Services, City of Lawndale, California. City Engineer. Mr. Murga served as City Engineer and acting Director of Public Works during the Director's absence. The assignment involved implementing capital improvement projects, issuing Request for Proposals (RFPs) for various consultant services, supervislng public works inspections, implementing CDBG projects, supervising the Department of Public Works, handling the Traffic Committee, attending City Council meetings, City Manager's staff meeting, managing department budget, and expenditures, coordinating with other City departments, coordinating development, publicworks improvements, addressing citizens complaints, implementing NPDES procedures, etc. Mr. Murga currently serves the City as Project Manager for the City's Capital Improvement Program.

507
Edwin "William" Galvez, PE
Project Manager
V, wl!!25.1!:E
Educatlon
MPA, Public Administration,
California State university,
Northridge
BS, CivH Engineering,
California State University,
Los Angeles
Certifications
Professional Civil Engineer,
California, CO51505
35 Years' Experience
Mr. Edwin "William" Galvez, P.E., possesses 35 years of experience in municipal civil engineering and public works. Mr. Galvez extensive experience includes project planning/management, design, construction administration and observation, surveying, and public relations for public works projects. He is skilled at managing staff, programs, and CIP projects; developing and administering municipal budgets; performing utiiity rate studies; preparing engineering and cost/revenue impact studies; developing infrastructure master plans, and developing financing strategies. He has excellent collaboration skills and is adept at interfacing with local and state agencies, as well as experience with presenting to city council, commissions, and community groups. Mr. Galvez is fluent in Spanish.

Relevant Project Experience
City of Santa Ana, California. City Engineer, 2012-2021. Responsible for long-term financing, improvement, and maintenance of the City's infrastructure, and the delivery of public service programs. Managed the engineering department operations to ensure continuous quality services delivery. Administered a $50 million CIP program and technical staff of 60. Provided oversight to teams responsible for conceptual development, environmental studies, design, construction, and operation of capital work.

Represented the City in civic and media events.

City of Baldwin Park, California. City Engineer, 2006-2012. Department executive responsible forfinancing and maintenance of City's infrastructure and delivery of projects and programs in alignment with the City Council's vision. Developed and administered an annual $12 million operating and capital budget, and supervised a staff of 31.

Responsible for design, construction and field services including streets and parks maintenance. Represented the City in civic and media events.

City of South Pasadena, California. City Engineer, 2004-2006. Administered the City's infrastructure, including water and sewer utility systems and field services programs. Provided oversight to a $14 million public works budget and a staff of 29 employees. Represented the City in commissions and community events.

City of San Fernando, California. Assistant Public Works Director, 1999-2004.

Managed the City's streets, water, and sewer systems infrastructure and a full services staff of 43. Administered a $10 million capital project and program.

Represented the City in civic events.

CityofSanFernando,California. SeniorCivilEngineer,1995-1999. Responsiblefor design and construction of capital projects and management of land development and permitting activities. Supervised engineering staff and consultants.

Pagel 10
508
Item No. 8
effYMANA@ER'SflfflCE
JUN19 2023
C'Uyof South Gate

CITY COUNCIL
AGENDA BaILL
For the Regular Meeting of: June 27, 2023
Originating Department: Community Development
SUBJECT: AMENDMENT NO. l TO CONTRACT N0. 2022-15-CC WITH NORTHGATE GONZALEZ, LLC., FOR GROCERIES FOR THE FOOD INSECURITY ASSIST ANCE

PROGRAM FUNDED WITH AMERICAN RESCUE PLAN FUNDS
PURPOSE: To consider amending Contract No.2022-15-CC with Northgate Gonzalez, LLC., to extend the Food Insecurity Assistance Program ("Program") for the City of South Gate residents.

RECOMMENDED ACTIONS: The City Council will consider:
a, Approving Amendment No. 1 to Contract 2022-15-CC with Northgate Gonzalez, LLC., to extend the Food Insecurity Assistance Program through June 30, 2024; b. Appropriating a total of $200,000 to Northgate Gonzalez, LLC., for FY 2023/2024; and c. Authorizing the Mayor to execute Amendment No. 1 in a form acceptable to the City Attorney.

FISCAL IMPACT: Funding for the Program was allocated from the City's allocation of American Rescue Funds received from the U.S. Treasury Department. There is no impact on the General Fund.

ANALYSIS: Many households continue to struggle with food insecurity post-pandemic. The City of South Gate is currently servicing 94 families in the community that meet the Low Moderate Income (LMI) household threshold established by the United States Department of Housing and Urban Development ("HUD"). The City began the Program in March 2021, using CDBG-COVID funding. The original funding of $375,000 funded the Program from March 2021 through October 2021. At the October 26, 2021 Council Meeting, the City Council appropriated an additional $170,000 in ARPA funds to keep the Program going through the end of FY 2022. On March 22, 2022, the City Council approved an additional $270,000 to continue the Program through June 30, 2023.

The Program is proposed to continue as follows: Northgate prepares household food packages worth $130 per package on Tuesdays, Wednesdays, and Thursdays; Fiesta Taxi picks up the food packages and delivers directly to the participating household; and households receive monthly groceries through the end of Fiscal Year 2023/2024. Participants must fill out applications and income qualify or live within the low- and moderate-income area to avail of the Program. In 1 509
addition to food packages, the City purchases approximately $15,000 in turkeys and food vouchers for its yearly Thanksgiving giveaway.

BACKGROUND: TheAmericanRescuePlanAct("ARPA")wassignedintolawinMarch2021.

ARPA provides funding for several programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. On October 26, 2021, the South Gate City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive South Gate Spending Plan, which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health.

ATTACHMENTS: A. Proposed Amendment No. l
B. ContractNo. 2022-15-CC
2 510

ATT ACHMENT A
AMENDMENT NO 1. TO CONTRACT N0. 2022-15-CC BETWEEN THE
CITY OF SOUTH GATE AND NORTHGATE GONZALEZ, LLC., FOR

GROCERIES FOR THE FOOD INSECURITY ASSISTANCE PROGRAM
EXTENDING THE TERM OF THE AGREEMENT THROUGH JUNE 30,
2024 AND APPROPRIATING ADDITIONAL AMERICAN RESCUE PLAN

ACT (ARPA) FUNDS
This AmendmentNo. Ito ContractNo. 2022-15-CC for a food insecurity assistance program using American Rescue Plan Act ("ARPA") funds ("Agreemerit") is hereby made and entered into on June 27, 2023, by and between the City of South Gate, a municipal corporation ("CITY"), and the Northgate Gonzalez, LLC, a Califomia domestic nonprofit corporation ("SUBRECIPIENT").

The CITY and SUBRECIPIENT are hereinafter individually referred to as a "Party" and collectively as "Parties."

RECITALS
WHEREAS, the ARPA was sigiqed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency;
WHEREAS, ori October 26, 2021, the South Gate City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasuty for the Revive South Gate Spending Plan which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health; WHERE,AS, on March 22, 2022, the South Gate City Council approved Contract No. 2022- 15-CC with SUBRECIPIENT ("Agreement") in an amount not to exceed Two Hundred Seventy Thousand Dollars ($270,000) using ARPA funds for the implementation of a Food Insecurity Assistance Program ("Program") through and including June 30, 2023; WHEREAS, on June 27, 2023, the City Council approved extending said services for oneyear beginning July 1, 2023, through and including June 30, 2024; WHEREAS, on June 27, 2023, the City Council approved an amount not to exceed Two Hundred Thousand Dollars ($200,000) for FY 2023/2024, to provide services in the Scope of Services to low and moderate-income persons and desires S{JBRECIPIENT to carg out said program/services on City's behalf'; and
WHEREAS, Amendment No. l to Contract No. 2022-15-CC keeps in place the existing scope of services which remain outstanding under the Agreement inclusive. 1 511
NOW, THEREFOR, the parties hereto agree as follows:

1. MODIFICATION TO THE AGREEMENT

1.1 SCOPE OF SERVICES.

CITY hereby engages SUBRECIPIENT, and S{JBRECIPIENT accepts such engagement, to provide the following services and goods: The S{JBRECIPIENT agrees to provide multiple orders of basic grocery and hygiene supplies up to three (3) days per week.

S'[JBRECIPIENT will package and ring up all orders in time to be picked up at tlie arranged time by the CITY's delivery contractor in accordance with and attached hereto as Exhibit "Al." CITY shall transmit orders electronically at least 24 hours prior to pick up. The Scope of Work may be amended from time to time by way of a written directive from the CITY,

1.2 TERM OF AGREEMENT.

The term ofthe Agreement shall be extended by one additional yearthrough June 30, 2024; ("Term"), unless tenninated earlier pursuant to the terms of this Agreement. Additionally, the Term provides for the City Manager, in agreement with the SUBRECIPIENT, to extend the Agreement for one additional (l) year.

1.3 COMPENSATION.

The total amount of compensation for Amendment No. 1 shall not exceed the sum of Two Hundred Thousand Dollars (S200,000.00). The aggregate total of the Agreement and Amendment No. I is a sum of Four Hundred Seventy Thousand Dollars ($470,000).

CITY shall pay the S{JBRECIPIENT for all products supplied at the lowest currently available price for SUBRECIPIENT's regular customers. CITY shall provide SUBRECIPIENT with no more than three standard shopping lists valued at approximately $130 per household delivery. Prior to start of the Program, SUBRECIPIENT will provide a price schedule for all items included in shopping lists. SUBRECIPIENT shall provide CITY with updated price schedules at any time that pricing changes for any reason. No additional compensation shall be paid for any other expenses incurred unless first approved by the City Manager.

2. EFFECT OF AMENDMENT. Except as expressly amended herein, all of the following terms and conditions of the Agreement and its Amendments, Attachments, and Exhibits thereto, shall remain unchanged and in full force. All of the recitals to this Amendment No. lare incorporated into the Agreement as modified by this AmendmentNo. 1. Furthermore, CITY reserves the right to augment or reduce the scope of work as the CITY deems necessary. 2,1, FEDF,RAL AWARD IDENTIFICATION INFORMATION.

SUBRECIPIENT's pertinent Federal Award Identification information, including DUNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit A attached hereto and incorporated herein by this reference.

2.2. DEBARMENT.

To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit 2 4
512
any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit B "Debarment", which is attached hereto and incorporated herein by this reference. S'[TBRECIPIENT shall be in good standing, without suspension by the California Secretaiy of State, Franchise Tax Board or Intemal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY.

2.3. LOBBYING.

SUBRECIPIENT certifies that it will comply with federal law (31 u.s.c. 1352) and regulations found in 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit C, attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to perfornning any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement.

If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attemptirig to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit C).

2.4. DRUG FREE WORKPLACE.

SUBRECIPIENT agrees to provide a drug-free workplace and to execute a certification as set forth in Exhibit D attached hereto and incorporated herein by this reference. [Remainder of page left blank intentionally}
3 5
513
IN WITNESS WHEREOF, the Parties hereto have caused this AmendmentNo. 1 to be executed and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE:

B7:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

By:

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

B7: og4Yl
Raul F. Salinas, City Attorney
NORTHGATE GONZALF,Z, LLC:

B7:

Carl Middleton, Senior Vice President
Dated:
4 6
514
Exhibit A - FEDERAL AWARD IDENTIFICATION INFORMATION
The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attachment.

I. GOVERNANCE
The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA.

Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate
II. GOVERNANCE REFERENCES
A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein.

B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SLFRF Funds.

C. Actions, directives, and policy and procedures issued by the CITY.

D. CITY policies, as applicable.

III. CONTRACTOR/SUBRECIPIENT DETERMINATION:

In accordance with the requirements of 2 CFR 200.330 (Subrecipient and Contractor determination) and for the purpose of this CONTRACT, SUBRECIPIENT is determined to be a

CONTRACTOR
IV. FEDERAL AWARD IDENTIFICATION
FArN INFORMATION
A. CONTRACTOR Name: Northgate Gonzalez, LLC
B. CONTRACTOR'S Unique
Identifier (D-U-N-S): 796497456
C. Federal Award Identification
Number (FAIN):

D. Federal Award Date:

E. Subaward Period of Performance:

F. Total Amount of Federal Funds
Obligated by the Action:
$200,000
G. Total' Amount of Federal Funds
Obligated to the CONTRACTOR:
$200,000
H. Total Amount of the Federal Award:

I. Federal Award Project
Description:

ARPA
J. Federal Awarding Agency: U.S. Department of the Treasury s
7 515
K. Name of PTE:

L. Contact Information for the Awarding
Official:

Chris Jeffers, City Manager
Phone Number:
' E-mail Address: qjeffers(,sogate.org
M. CFDA Number:

CFDA Name: ARPA
N. Whether Award is R&D:

0. Indirect Cost Rate for the Federal
Award:
6 8 516
Exhibit B - DEBARMENT
Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached)
(1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.
(2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Name and Title of Authorized Representative
Signature Date
7 517

INSTRUCTIONS FOR CERTIFICATION

1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below.
2, The certification in this clause is a material representation of fact upon which reliarice was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.

3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

4. The teims "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.

6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participarit may but is not required to check the List of Parties Excluded from Procurement or Non-Procurement Programs. 8, Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The 8 10
518
knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9, Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covercd transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension arid/or debarment. 9 519
Exhibit C - LOBBYING
Certification Regarding Lobbying
Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Grantee/Contactor Organization Program Title
Name of Certifying Officer Signahire Date
10 12 520
SUBRECIPIENT warrants the following:

1. SUBRECIPIENTwillcomplywithPublicLaw88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementirig regulation in 24 CFR Part 1.

2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT.
3, All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work.

4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development finds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. 11 13 521
Exhibit D - DRUG-FREE WORKPLACE
Certification Regarding Drug-Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug-Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug-Free Workplace Act.

CERTIFICATION
A. The contractor certifies that it will provide a drug-free workplace by:
(a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition.
(b) Establishing a drug-free awareness program to inform employees about:
(1) The dangers of drug abuse in the workplace;
(2) The contractor's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and
(4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace.
(c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a). (d) Notifying the employee in the statement required by paragraph - (a) that, as a condition of employment under the contract, the employee will:
(1) Abide by the terms of the statement; and
(2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction.
(f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is convicted. 12 14
522
(1) Taking appropriate personnel action against such an employee, up to and including termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency.
(g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f).

B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code).the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form.

Organization
Authorized Signature Date
13 15 523

PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG-FREE

WORKPLACE REQUIREMENTS
Name:

Date:

The Contractor shall insert in the space provided below the site(s) expected to be used or the performance of work under the contract covered by the certification:

Place of Performance (include street address, city, county, state, zip code for each site):
14 16 524
Exhibit "AI "

NORTHGATEMARKET
Scope of Work
June 45, 2023
To Whom It May Concern:

On behalf of Northgate Gonzalez Market, we wou)d like to continue our partnership with the City of South Gate. We are extremely thrilled to continue providing food insecurity assistance to residents. On this letter you will find and out)ine of our services. Northgate and South Gate staff will work together in creating a standard grocery list which will be used monthly. Our team will prepare food boxes for pick up by contract delivery company and our accounting department will provide a monthly invoice.

Location: 4155 Tweedy Blvd., South Gate, CA 90280
Delivery:

Tuesday, Wednesday, and Thursday
Monthly Deliveries
Amount per Basket: $130
Types of Groceries: Dairy, Deli, Poultry, Meat, Produce, Grocery If you have any questions or concerns, feel free to contact Teresa Blanco at Teresa.Blanco@,northqatemarkets.com or 66"!-212-9580 cell. Northgate Market would like to thank the City of South Gate once again for the partnership with your company to provide food insecurity.

Sincerely,
C2w
Carl Middleton
Executive Senior Vice President of Administration
Northgate Gonzalez Market
17 525
Contract No. 2022-15-CC

ATT ACHMENT B

AGREEMENT FOR GROCERIES FOR THE FOOD INSECURITY

ASSIST ANCE PROGRAM BETWF,EN THE CITY OF SOUTH GATE

AND NORTHGATE GONZALEZ, LLC
This Agreement for Groceries for the Food Insecurity Assistance Program ("Agreement') is entered into as of March 22, 2022, and made retroactively effective November 1, 2021, by and between the City of South Gate, a municipal corporation ("City'), and Northgate Gonzalez, LLC., a limited liability company ("Supplier"). City and Supplier are sometimes hereinaf'ter individually referred to as a"Party" and collectively as"Parties."

RECIT ALS
WHEREAS, City desires to retain a qualified provider for certain food and hygiene products related to provision of a Food Insecurity Assistance Program ("Program"):

WHEREAS, Supplier warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the professional services under this Agreement; and
WHEREAS, based on such representation, City desires to contract with Supplier to perform the services as described in the Scope of Services outlined in this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Supplier, and Supplier accepts such engagement. to provide the following services and goods: The Supplier agrees to provide multiple orders of basic grocery and hygiene supplies up to four (4) days per week as requested by the City, Supplier will package and ring up all orders in time to be picked up at the arranged time by the City's deivery contractor. City shall transmit orders electronically at least 24 hours prior to pick up. The Scope of Work may be amended from time to time by way of a written directive from the City.

2. COMPENSATIONFORSERWCES. ThetotalamountofcompensationforthisAgreement shall not exceed the sum of Two Hundred Seventy Thousand Dollars ($270,000.00). City shall pay the Supplier for aH products supplied at the lowest currently available price for Supplier's regular customers. City shal) provide Supplier with no more than three standard shopping lists valued at approximately $100 per household delivery. Prior to start of the Program, Supplier will provide a price schedule for all items included in shopping lists.

Supplier shall provide City with updated price schedules at any time that pricing changes for any reason. No additional compensation shall be patd for any other expenses incurred unless first approved in writing by the Director of Community Development or his/her designee.

2.1 Supp]ier shall submit to the City, by not later than the lO'h day of each month, its bill for purchases itemizing each order and costs incurred during the previous month. The City shall pay the Supplier all uncontested amounts set forth in the Supplier's bill within 30 days after it is received. Should payment not be made within 30 days from the date that 5116863. I-1.235.0 (Form Rev. 9/8/2 I )
18 526
Agreement for Professional Services
NORTHGATE GONZAtEZ, LLC.

the approved invoice is sent to City, interest will accrue at the rate ofl% per month, until all amounts due to Supplier have been paid in full.

2.2 No payment made hereunder by City to Supplier, other than the final payment, shall be constnied as an acceptance by City of any work or materials, nor as evidence of satisfactoiy performance by Supplier of its obligations under this Agreement,

3. TERM OF AGREEMENT. This Agreement is effective as of November 1, 2021, and will remain in effect for a period of twenty (20) months expiring June 30, 2023, or until alocated funding is expended, whichever occurs first, unless otherwise expressly extended and agreed to by both Parties in writing or terminated by either Party as provided herein.

4. CITY AGENT. The Director of Community Development ("Director"), or his/her designee, for the purposes of this Agreement, is the agent for City. Whenever approval or authorization is required, Supplier understands that the Director, or his/her designee, has the authority to provide that approval or authorization,

5. CONFLICT OF INTEREST. Supplier represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be petf'ormed by Supplier under this Agreement. Supplier further represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Supplier agrees that it will immediately notify City of any other conflict of interest that may exist or develop during the term of this Agreement. 5,1 Supplier represents that no City employee or official has a material financial interest in Supplier's business. During the term of this Agreement and/or as a result of being awarded this contract, Supplier shall not offer, encourage or accept any financial interest in Supplier's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS.

6.1 TerminationforConvenience. CitymayterminatethisAgreementatanytimewithout cause by giving fifteen (15) days written notice to Supplier of such termination and specitying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Supplier will be paid the total amount of its costs as of the temiination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.
6,2.I City may, by written notice to Supplier, terminate the whole or any part of this Agreement in any of the following circumstances:
a. {f Supplier fails to perform the services required by this Agreement within 5116863.1 -L235.0
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the time specified herein or any authorized extension thereof, or b. If Supplier fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) afterreceipt ofnotice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Supplier to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, suneys, models, or other similar documentation prepared by Supplier. Upon such termination, Supplie'r shalJ be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Supplier, and to authorized reimbursement expenses.

6.2.4 If, after notice of termination of the Agreement under the provisions of' Subsection 6.2.1 above, it is determined, for any reason, that Supplier was not in default, or that the default was excusable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1. above.
6,3 Non-Assignability. Supplier shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.I Suppliershallnotdiscriminateagainstanyemployee,subcontractor,orapplicant for employment because of to race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City governments. Supplier will take affirtnative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry. sex, 5116863.1-L235.0 20
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national origin, disability, or age. Supplier will take affimiative action to ensure that all employment practices, including those of any subcontractors retained by Supplier to perform services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to, hiring. upgrading, demotion, transfer, recniitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Supplier for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Supplier and its subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No, 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Supplier shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Supplier shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees,
6,5,2 Comprehensive general and automobile liability insurance protecting Supplier in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of Califomia or which is approved in writing by City.
b. Name and list as additional insured the City, its officers and employees. c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
5116!163.1-(.235.0
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e. Cover the operations of Supplier pursuant to the terms of this Agreement.

6.6 Indemnification. Supplier agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/t'rom any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Supplier's (including Supplier's employees, representatives, products and subcontractors) negigent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Supplier.

6.7 Compliance with Applicable Law. Supplier and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governrnents, without regard to conflict of law principles.

6.8 Independent Contractor. This Agreement is by and between City and Supplier and is not intended, nor shall it be constnied, to create the relationship of agency, servant, employee. partnership, joint venture, or association, as between City and Supplier.

6.8.1 Supplier shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Supplier, or any of Supplier's employees, except as herein set forth, and Supplier expressly warrants not to, at any time or in any manner, represent that it, orany of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Supplier is and shall at all times remain to City a wholly independent contractor and Supplier's obligations to City are solely such as are prescribed by this Agreement.

6.8.2 Indemnification of CalPERS Determination - In the event that Supplier or any employee, agent, or subcontractor of Supplier providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of City, Supplier shall indemnify, defend, and hold hamiless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Supplier or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required priorto doing business within theCity,evenifthebusinessislocatedoutsideoftheCity. Verificationofavalid South Gate business license will be required prior to start of work and any fees associated with the acquisition or maintengice of such business license shall be 5116863. I-L235.0
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the sole responsibility of Supplier.

6.9 Supplier's Personnel.

6.9.1 All services required under the Agreement will be performed by Supplier, or under Supplier's direct supervision, and all personnel shall possess the qualifications, permits and licensesarequired by State and local law to perfortn such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Supplier shall be solely responsible for the satisfactory work performance of al) personnel engaged in performing services required by this Agreement. and compliance with all reasonable performance standards established by City.

6.9.3 Supplier shall be responsible for payment of all employees' and subcontractors wages and benefits and shall comply with all requirements pertaining to employer's liability. workers' compensation, unemployment insurance and Social Security.

6.9.4 Supplier shall indemnify and hold harmless City and all other related entities. officers, employees and representatives from any liability, damages, claims. costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Supplier in connection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject ofan application forcopyright by oron behalfof Supplier.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of Califomia without regard to conflict of law principles.

6.11.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each ofthe parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
51lfi863. I - L23S.0
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6.11.4. Whenever in this Agreement the context may so require, the masculine gender shall bedeemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Supplier of the final payment made underthis Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Supplier for anything done, fumished, or relating to Supplier's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check, However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Supplier, its employees, sub-Suppliers and agents for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Supplier, its employees, sub-Suppliers and agents.

6.14 Corrections. lnadditiontotheaboveindemnificationobligations,Suppliershallcorrect, at its expense, all errors in the work which may be disclosed during City's review of Supplier's report or plans. Should Supplier fail to make such correction in a reasonably. timely manner, such correction shall be made by City, and the cost thereof shall be charged to Supplier.

6.15 Files. All files of Supplier pertaining to City shall be and remain the property of City.

Supplier will control the physical location of such files duringthe term ofthis Agreement and shall be entited to retain copies of such files upon termination of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right todemandcompliancebysuchotherPartyinthefuture. NowaiverbyaPartyofadefault or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver ofa specified default or breach shall affect any other default or breach, orcoverany other period of time, other than any default or breach and/or period of time specified. All of the remedies permitted oravailable to a Party underthisAgreement, oratlaworin equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy,

6.17 Mitigatton of Damages. {n all such situations arising out of this Agreement, the Parties 5116863.1-L2]5.0 24
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shall attempt to avoid and minimize the damages resulting from the conduct of the other Party.

6.18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attomeys' fees arising out of and-/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Supplier, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Supplier.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Meredith Elguira, Community Development Director
8650 California Avenue
South Gate, CA 90280
Email: inclt:tiiriiiisooatc.orc
TEL: (323) 563-9566
WITH COURTESY COPY TO:

City Attomey's Office
Raul Salinas, City Attorney
8650 Califomia Avenue
South Gate, CA 90280
TO SUPPLIER:

Northgate Gonzalez, LLC
Carl Middleton,
Senior Vice President
1201 N. Magnolia Avenue
Anaheim, CA 92801
E-mail: (iirl.Middlclon'zi.nortlivatcmark'ts.cotn
25 5116863.1- L2J5.0
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6.22 Warranty of Authorized Signatories. Each of the signatories hereto wanants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.

6.23 ConsultationwithAttorney.Supplierwarrantsandrepresentsthatithasconsultedwith an attomey or knowingly and voluntarily decided to forgo such a consultation.

6.24 Interpretatid'n Against Drafting Party. City and Supplier agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue.

7. EFFECTIVE DATE. The effective date of this Agreement is November 1, 2021, and will remain in effect through and until project completion, unless otherwise terminated in accordance with the terms of this Agreement.
[Remainder of page left blank intentionally.]
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INWITNESSWHEREOF, thePartiesheretohavecausedthisAgreement to beexecuted and attestedby theirrespectiveofficers thereunto duly authorized.

CITY OF SOUTH GATE:

Al Rios, Mayor
Chris Jeffers
(S )
Clerk
APPROVED AS TO FORM:
s
BY:

F. Salinas, City Attomey
NORTHGATE GONZALEZ, LLC:

Carl Middleton, Senior Vice President
Dated: %-,-yR, \L, ';)0:Ll5116863. 1-1235.0
27 535
Item No. 9
CffYMANAOER'SOFflCE
JUN'!5 20')L3
61fqty
City of South Gate

CITY COU'NCIL

AGENDA IBTLL
For the Regular Meeting of: June 27, 2023
Ori a a Department: Community Development
SUBJECT: AMENDMENT NO. I TO CONTRACT N0. 2022-61-CC WITH

CONSERV ATION CORPS OF LONG BEACH TO EXTEND THE EMPLOYMENT AND JOB TRAINING PROGRAM SERVICES FUNDED WITH AMERICAN RESC{JE PLAN FUNDS
PURPOSE: To consider amending Contract No.2022-61-CC with Conservation Corps of Long Beach ("CCLB") to extend the Employment and Job Training Program services for the City of South Gate.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving Amendment No. l for contract 2022-61-CC with Conservation Corps of Long Beach to extend the term of the Agreement for one (l) year through June 30, 2024, for the Employment and Job Training program, and providing for an option to extend the Agreement for an additional 3 years;
b. Appropriating a total of $246,950 for FY 2022/2023 and FY 2023/2024; and c. Authorizing the Mayor to execute Amendment No. 1 in a fomi acceptable to the City Attorney.

FISCAL IMPACT: There is no impact on the General Fund. Funding for the Employment and Job Training program was allocated from the City's allocation of American Rescue Funds received from the U.S. Treasury Department.

ANALYSIS: The CCLB currently has a South Gate Strike Team that works alongside our Code Enforcement Division. Services that CCLB provides are trash and bulky item pick-up and litter removal. Their services to the City began in 2021 when the City of South Gate was at the height of illegal dumping. Amendment No. l would provide additional funds that are needed for FY 2022/2023 through FY 2023/2024 and allow CCLB to continue providing services to the City of South Gate through June 30, 2024. Staff believes the same funding should carry the program through the entire amended time period as it will be supplemented by the previously approved funding tbrough the California for All Youth Workforce grant with CCLB; which the City Council approved at their May 24, 2022 meeting.
l
536
BACKGROUND: The American Rescue Plan Act ("ARPA") was signed into law in March 2021.

ARPA provides funding for several programs, including the Coronavirus State and Local Fiscal Recovery Fund ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency. On October 26, 2021, the South Gate City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive South Gate Spending Plan which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health.

ATTACHMENTS: A. Proposed Amendment No. 1
B. Contract No. 2022-61-CC
2 537

ATT ACHMENT A
AMENDMENT NO 1. TO CONTRACT N0. 2022-61-CC BETWEEN THE

CITY OF SOUTH GATE AND CONSERV ATION CORPS OF LONG BEACH EXTENDING THE TERM OF THE AGREEMENT THROUGH JUNE 30,
2024 AND APPROPRIATING ADDITIONAL AMERICAN RESCUE PLAN

ACT (ARPA) FUNDS
This Amendment No. 1 to Contract No. 2022-61-CC for an employment training program using American Rescue Plan Act ("ARPA") fiinds ("Agreement") is hereby made and entered into on June 27, 2023, by and between the City of South Gate, a municipal corporation ("City"), and the Conservation Corps of Long Beach, a California domestic nonprofit corporation ("Subrecipient").

The City and Subrecipient are hereinafter individually referred to as a "Party" and collectively as "Parties."

RECITALS
WHEREAS, the ARPA was signed into law in March 2021. ARPA provides funding for a number of different programs, including the Coronavirus State and Local Fiscal Recovery Fu'id ("SLFRF"), to provide monetary support to local governments to respond to, mitigate, and recover from the COVID-19 public health emergency;
WHEREAS, on October 26, 2021, the South Gate City Council authorized the City Manager to utilize ARPA SLFRF funding from the United States Department of Treasury for the Revive South Gate Spending Plan which includes five spending categories: recovery from the pandemic, direct assistance programs, public health and safety, critical infrastructure, and city fiscal health; WHEREAS, on July 26, 2022, the South Gate City Cou'icil approved Contract No. 2022-61- CC with Subrecipient ("Agreement") in an amount not to exceed One Hundred Eighty-Three Thousand One Hundred Twenty Dollars ($183,120) using ARPA funds for the implementation of an Employment and Job Training Program through and including June 30, 2023; WHEREAS, on June 27, 2023, the City Council approved extending said services for oneyear beginning July 1, 2023, through and including June 30, 2024; WHEREAS, on June 27, 2023, the City Council approved a retroactive amount of SeventyEight Thousand Four Hundred Sixty-Five ($78,465) dollars for services rendered in FY 2022/2023 and One Hundred Eighty-Three Thousand One Hundred Twenty Dollars ($183,120) for FY 2023/2024, wich total an amount not to exceed Two-Hundred Sixty-One Thousand Five-Hundred Eighty-Five dollars ($261,585) to provide services in the Scope of Services to low- and moderateincome persons and desires Subrecipient to carry out said program!services on City's behalf; and '!i)VHEREAS, Amendment No. I keeps in place the existing scope of services which remain outstanding under the Agreement inclusive.
1 538
NOW, THEREFOR, the parties hereto agree as follows:

1. MODIFICATION TO THE AGREEMENT

1.1 TERM OF AGREEMENT.

The term of the Agreement shall be extended by one additional year through June 30, 2024; ("Term"), unless terminated earlier pursuant to the terms of this Agreement. Additionally, the Ternn provides for the City Manager, in agreement with the Subrecipient, to extend the Agreement for an additional three (3) years.

1.2 COMPENSATION.

The total amount of funds provided for Amendment No. I shall not exceed Two Hundred Sixty-One Thousand Five Hundred Eighty-Five Dollars ($261,585). The aggregate total of the Agreement and Amendment No. 1 is a sum of Five Hundred Seventy-Five Thousand Dollars ($575,000). No additional compensation shall be paid for any other expenses incurred unless first approved by the City Manager.

2. EFFECT OF AIVJENDMENT. Except as expressly amended herein, all of the following tertns and conditions of the Agreement and its Amendments, Attachments, and Exhibits thereto, shall remain unchanged and in full force. All of the recitals to this Amendment No. I are incorporated into the Agreement as modified by this Amendment No. 1. Furthermore, City reserves the right to augment or reduce the scope of work as the City deems necessary.

2.1. FEDERALAWARDIDENTIFICATIONINFORMATION.

SUBRECIPIENT's pertinent Federal Award Identification Information, including D{JNS Number and Federal Award Identification Number (FAIN), as well as the applicable information for ARPA, are included in Exhibit A attached hereto and incorporated herein by this reference.

2.2. DEBARMENT.

To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit B "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board or hiternal Revenue Service. Any change in the corporate status or suspension of S{JBRECIPIF,NT shall be reported immediately to CITY.

2.3. LOBBYING.

SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, 2 539
Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a fornn as set forth in Exhibit C, attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations urider this Agreement and prior to any obligation arising on the part of CITY to pay any sums to S{JBRECIPIENT under the tertns and conditions of this Agreement.

If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the rindersigned shall complete and sribi'nit a "Disclosure Fori'n to Report Lobbying," in accordance with its instructions (Exhibit C).

2.4. DRUG FREE WORKPLACE.

SUBRECIPIENT agrees to provide a drug-free workplace and to execute a certification as set forth in Exhibit D attached hereto and incorporated herein by this reference. [Remainder of page left blank intentionally]
3 540
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. l to be executed and attested by their respective officers hereunto duly authorized.

CITY OF SOUTH GATE:

BY:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

BY:

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

By: Raul\%!!,rtyIAttorney

CONSERV ATION CORPS OF
LONG BEACH:

By:

Dan Knapp, Executive Director
Dated:
4 6
541
Exhibit A - FEDERAL AWARD mENTIFICATION INFORMATION
The General Program Requirements were designed to provide the framework where the CONTRACTOR will provide ARPA programs identified in this attacbment.

I. GOVERNANCE
The CONTRACTOR agrees to comply, remain informed, and deliver services consistent with the provisions of ARPA.

Where local policy has not been set, the CONTRACTOR agrees to adhere to state and/or federal policy, as appropriate
II. GOVERNANCE REFERENCES
A. Additional state and federal agencies that provide funding to the CITY may be incorporated herein.

B. Information Bulletins, Directives, and any other federal and state guidance documents pertaining to the ARPA SLFRF Funds.

C. Actions, directives, and policy and procedures issued by the CITY.

D. CITY policies, as applicable.

In. CONTRACTOR/SUBRECIPIENT DETERMINATION:

In accordance with the requirements of 2 CFR 200.330 (Subrecipient and Contractor determination) and for the purpose of this CONTRACT, SUBRECIPIF,NT is determined to be a

CONTRACTOR
IV. FEDERAL AWARD IDENTIFICATION

FAIN INFORMATION
A. I CONTRACTORName: Conservation Corp of Long Beach
B. CONTR_ACTOR'S Unique
Identifier (D-U-N-S):

CLFHEFY3W6S3
C. Federal Award Identification
Number (FAIN):

D. Federal Award Date:

E. Subaward Period of Performance:

F. Total Amount of Federal Funds
Obligated by the Action:
$246,950
G. Total Amount of Federal Funds
Obligated to the CONTRACTOR:
$246,950
H. Total Amount of the Federal Award:

I. Federal Award Project
Description:

ARPA
J. Federal Awarding Agency: U.S. Department of the Treasury 5 7
542
K. Name of PTE:

L. Contact Information for tlie Awarding
Official:

Chris Jeffers, Interim City Manager
Phone Number:

E-mail Address: [email protected]
M. CFDA Number:

CFDA Name: ARPA
N. Whether Award is R&D:

0. Indirect Cost Rate for the Federal
Award:
6 8
543
Exhibit B - DEBARMENT
Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26, 1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached)
(l) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.
(2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to tl'iis proposal.

Name and Title of Authorized Representative
Signature Date
7 544

INSTRUCTIONS FOR CERTIFICATION

1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below.

2. The certification in this clause is a material representation of fact upon which reliance was placed wlien this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Govenunent, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.

3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances

4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.

5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.

6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.

7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not reqriired to check the List of Parties Excluded from Procurement or Non-Procurement Programs.

8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The 8 10 545
knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or vohmtarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension arid/or debartnent. 9 ll
546
Exhibit C - LOBBYING
Certification Regarding Lobbying
Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, grant, loan or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, tlie undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts rmder grants, loans, and cooperative agreements) and tliat all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact ripon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Grantee/Contactor Organization Program Title
Name of Certifying Officer Signature Date
10 12
547
SUBRBCIPIENT warrants the following:

1. SUBRECIPIENTwillcomplywithPublicLaw88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1.

2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT.

3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar constniction in the locality as determined in accordance with the Davis-Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work.

4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development finds, except tliat (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. 11 13 548
Exhibit D - DRUG-FRF,E WORKJ'LACE
Certification Regarding Drug-Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug-Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug-Free Workplace Act.

CERTIFICATION
A. The contractor certifies that it will provide a dnig-free workplace by:
(a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about - (1) The dangers of drug abuse in the workplace;
(2) The contractor's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for dnig abuse violations occurring in the workplace;
(c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will -
(1 ) Abide by the terms of the statement; and
(2) Noti'fy the employer of any criminal dnig statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction;
(f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - 12 14 549
(1) Taking appropriate personnel action against such an employee, up to and including termination; or
(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;
(g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f).

B. The contractor shall insert in the space provided on the attached "Place of Performance" fomi the site(s) for the performance of work to be carried orit with the grant funds (including street address, city, county, state, and zip code).the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form.

Organization
Authorized Signature Date
13 15 550

PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG-FRF,E

WORKPLACE REQUIREMENTS
Name:

Date:

The Contractor shall insert in the space provided below the site(s) expected to be used or tlie performance of work under the contract covered by the certification:

Place of Performance (include street address, city, county, state, zip code for each site):
14 16
551

ATT ACHMENT B
Contract No. 2022-61-CC

AGREEMENT FOR PROFESSIONAL SERVICES FOR AN
EM:PLOYMENT AND JOB G PROGRAM BET!!VKEN THE

CITY OF SOUTH GATE AND CONSERVATION CORPS OF

LON(,BEACH
This Agreement for Professional Services ("Agreement") for an employment and job training program is made and eritered into on July 26, 2022, by and between the City of South Gate, a 'municipal corporation ("City"), and Conservation Corps of Long Beach, a California domestic nonprofit corporation ("Subrecipient"). City and Subrecipient are sometimes hereinafter indiyidually referred to as a"Party" and collectively as"Parties."

RECITALS
WHEREAS, City has been allocated an estimated $34.5 million American Rescue Plan Act ("ARPA") funds from the United States Government through its Treasury Department; and WHEREAS, City has appropriated ARPA funds to qualified third-party providers for designated services eligible under the ARPA guidelines: and WHERF,AS, on July 26, 2022, the City Council allocated $183,120 from the ARPA funds for an Employment and Job Training Program ("Program") for the removal of discarded bulky items for Fiscal Year 22/23 by the Subrecipient; and WHEREAS, City desires to retain a qualified provider for certain services relating to employment and job training program; and WB[EREAS, Subrecipient warrants to City that it has the requisite skills, knowledge, qualifications, manpower and expertise to perform properly and timely the job training services under this Agreement; and WHFiiREAS, based on such representation, City desires to contract with Subrecipient, which is qualified by reason of experience, preparation, organization, staffing, and facilities, to provide the program and/or services as described in the Scope of Services attached hereto as Exhibit "A" of this Agreement; and WHEREAS, Subrecipient agrees to implement the Program in accordance with all ARPA program requirements and any additional requirements imposed upon Subrecipient by City; and WHERF,AS, Subrecipient recognizes the public benefit in providing the program and/or services described below in the Scope of Services to low- and moderate-income ("LMI") persons and desires Subrecipient to carry out said program and/or services on City's behalf. 5116863.1-L235.0 (Fomi Rev. 9/8/21)
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NOW, THEREFORE, the Partie'g hereby agyec as follows:

1. SCOPE OF SERVICES. City hereby engagesSubrecipient, and Subrecipient accepts s'uch engagement, to perform the senices set forth in the Scopeof Services asdescribed in Exhibit "A" attached hereto and made part of this Agreement. The Scope of Services may be mutually amended from time to time by both Parties in writing.

2. COMPENSATION FOR SERVICES, The total amount of compensation for this Agreement shall not exceed the sutn of One Hundred Etghty-Three Thousand One Hundred Twenty Dollars ($183,120) as described in Subrecipient's proposal attached hereto as Exhibit "A." City shall pay Subrecipient for its professional services rendered and costs incurred pursuant to this Agreement. No additional compensation shall be paid for any other expenses incurred, unless first approved in writing by Cornrnunity Development Director or his/her designee.

2.1 Subrecipient shall be required to attend meetings at City Hall as necessmy in the delivery of the projects. Travel time between Subrecipient's office and City Hall shall not be billable. Subrecipient may request an exemption on a case-by-casebasis, which shall be subject to City approval.

2.2 Subrecipient shall be paid in accordance with the schedule included in Subrecipient's proposal attached hereto as Exhibit "A." City shall pay Subrecipient within thirty (30) days of receipt of the invoice.

2.3 No payment made hereunder by City to Subrecipient, other than the final payment, shall be construed asan acceptanceby City of any work or materials, nor as evidence of satisfactory performance by Subrecipient of its obligations under this Agreement.

3. TERM OF AGREEMENT. This Agreement is effective asof July 1, 2022, and will remain in effect for a period of one year from said date or until project completion, with an option to extend for two one-year periods, uniess otherwise expressly extended and agreed to by both Parties in writing, or terminated by either Party as provided herein.

4. CITY AGENT. The Director of Community Development ("Director"), or her designee, for the purposes of this Agreement, is the agent for City. Whenever approval or authorization is required, Subrecipient understands that the Director, or his/her designee, has the authority to provide that approval or authorization.

5. CONFLICT OF INTEREST. Subrecipient represents that it presently has no interest and shaIl not acquire any interest, direct or indirect, in any real property located in the City which may be affected by the services to be performed by Subrecipient under this Agreement.

Subrecipient fiirther represents that in performance of this Agreement, no person having any such interest shall be employed by it. Within ten (10) days, Subrecipient agrees that it will 5116863.1 -L235.0
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imtnediately notify City of any other conflict of interest tbat may exist or develop during the term of this Agreement.

5.1 Subrecipient represents that no City employee or official has a material financial interest in Subrecipient's business. During the term of this Agreement and/or as a result of being awarded this contract, Subrecipient shall not offer, encourage or accept any financial interest in Subrecipient's business or in this Agreement by any City employee or official.

6. GENERAL TERMS AND CONDITIONS,

6.f Termination for Convenience. City may terminate this Agreement at any time without cause by giving fifteen (15) days written notice to Subrecipient of such termination and specifying the effective date thereof. In that event, an finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Subrecipient will be paid the total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Subrecipient, terminate the whole or any part of this Agreement in ariy of the following circutnstances:
a. If Subrecipient fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof', or b. If Subrecipient fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either of these circumstances does not correct such failure withing a period of ten (10) days (or such longer period as City may authorize in writing) after receipt of notice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in S'ubsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those tertninated.

6.23 If this Agreement is terminated as provided above in Subsection 6.2.1, City may require Subrecipient to provide all finished or unfinished documents, data, studies, drawings, maps, photographs, reports, films, charts, sketches, computations, surveys, models, or other similar documentation prepared by Subrecipient. Upon such termination, Subrecipient shall be paid an amount eq'ual to the value of the work performed. In ascertaining the value of the 5116863.1 - L235.0
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work performed up to the date of termination, consideration sball be given to both compieted work and work in progress, to complete and incomplete drawings, and to other documents whether delivered to City or in possession of Subrecipient, and to authorized reimbursement expenses.

6.2,4 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Subrecipient was not in default, or that the default was exciisable, then the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6.1. above.

6.3 Non-Assignability. Subrecipient shall not assign or transfer any interest in this Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.1 Subrecipient shall not discriminate against any employee, subcontractor, or applicant for employment because of to race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/militmy status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable Iaws, ordinances and codes of the Federal, State, and County and the City governments. Subrecipient will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age, Subrecipient will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Subrecipient to perfortn services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recniittnent, recruittnent advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.2 above shall be included in all solicitations or advertisements placed by or on behalf of Subrecipierit for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Subrecipient and its subcontractors for purposes of determining compIiance with the equal employment oppottunity and nondiscrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against disctiinatory practices) is available for review and on file with the City Clerk's Office.
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6.5 Insurance. Subrecipient shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (1) day prior to beginning of performance under this Agreement:

6.5.I Workers Compensation Insurance as required by law. Subrecipient shall require all subcontractors siniilarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Subrecipient in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000for injuries arising out of one occurrence, and $500,000for property damages or a combined single limit of $1,000,000, with ari aggregate of $2,000,000. Bach such policy of insurance shall:
a. Be issued by a financially responsible instirance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b. Name and lisf as additional insured the City, its officers, and employees. c. Specify its acts as primary insuratice.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
e. Cover the operations of Subrecipient pursuant to the terms of this Agreement.

6.6 Indemnification. Subrecipient agrees to indemnify, defend and hold harmless City and/or any other City agency, including other employees, officers and representatives, for/from any and all claims or actions of any kind asserted against City and/or any other City agency arising out of Subrecipient's (including Subrecipient's employees, representatives, products and subcontractozs) negligent performance under this Agreement, excepting only such claims or actions which may arise out of sole or active negligence of City and/or any other City agency, or any third parties not acting on behalf of, at the direction of, or under the control of Subrecipient.

6.7 Compliance with Applicable Law. Subrecipient and City shall comply with all applicable laws, ordinances, and codes of the Federal, State, County and City governments, without regard to conflict of law principles.

6.8 Independent Contractor. Tliis Agreement is by and between City and Subrecipient 5116863.1-1235.0
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and is not intended, nor shall it be constnued, to create the relationship of agency, servant, employee, partnership, joint venture, or association, as between City and Subrecipient.

6.8.1 Subrecipient shall be an independent contractor and shall have no power to incur any debt or obligation for or on behalf of City. Neither City nor any of its officers or employees shall have any control over the conduct of Subrecipient, or any of Subrecipient's employees, except El!!) herein set forth, and Subrecipient expressly warrants not to, at any time or in any manner, represent that it, or atiy of its agents, servants or employees are in any manner employees of City, it being distinctly understood that Subrecipient is and shall at all times remain to City a wholly independent contractor and Subrecipient's obligations to City are solely such as are prescribed by this Agreement,

6.8.2 Jndemnification of CalPERS Determination - In the event that Subrecipient or any employee, agent, or subcontractor of Subrecipient providing services under this Agreemerit claims or is detertnined by a court of competent jurisdiction or CalPERS to be eligible for enrolltnent in CalPERS as an employee of City, Subrecipient shall indetnnify, defend, and hold harmless' City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of 8ubrecipient or its employees, agents, or subcontractors, as well as, for the payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.8.3 Business License Required. According to Title 2.08.40 of the South Gate Municipal Code, a business license will be required prior to doing business within the City, even if the business is located outside of the City. Verification of a valid South Gate business license will be requiredprior to start of work and any fees associated with the acquisition or maintenance of such business license shall be the sole responsibility of Subrecipient.

6.9 Subrecipient's Personnel.

6.9.1 All services required under the Agreement will be pe:rformed by Subrecipient, or under Subrecipient's direct supervision, and all personnel shall possess the qiialifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Subrecipient shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by tbis Agreement, and compliance with all reasonaMe performance standards established by City.

6.9.3 Subrecipient shall be responsible for payment of all employees' and 5116863.1 -L235.0
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subcontractors' wages and benefits and shall comply with all requirements pertainitig to employer's liability, workers' ,compensation, unemployment insurance and Social Security.

6.9.4 Subrecipient shall indemnify and hold hannless City and all other related entities, officers, employees and representatives from any liability, datnages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Subrecipient in coniection with the work performed arising from this Agreement.

6.10 Copyright. No reports, maps or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Subrecipient.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California witliout regard to conflict of law principles.

6.11.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be constnied as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be constnied against the drafting party shall not be applicable to this Agreement.

6.11.3. The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.
6jl.4. Whenever in this Agreement the context may so require, the masculine gender shall be deemedto refer to and include the feminine and neuter, and the singular shall refer to and include the plural.

6.12 Counterparts. This Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding ripon aIl Parties hereto.

6.13 Final Payment Acceptance Constitutes Release. The acceptance by Subrecipient of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Subrecipient for anything done, furnished, or relating to Subrecipient's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten (10) calendar days of the receipt of that check. However, approval or payment by City sliall not constitute, nor be deemed, a release of the responsibility and 5116863.1-L235.0
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liability of Subrecipient, its employees, sub-Subrecipients and agents for the accuracy and competency of the information provided arid/or work performed; nor shall such approval or payment be deemed to be an assumption of guch responsibility or liability by City for any defect or error in the work prepared by Subrecipient, its employees, sub-Subrecipients and agents.

6.14 Corrections. In addition to the above indemnification obligations, Subrecipient shall correct, at its expense, all errors in the worlc which may be disclosed during City's review of Subrecipient's report or plans. Should Subrecipient fail to malce such correction in a reasonably, timely manner, such correction shall be made by City, and the cost thereof shall be charged to Subrecipient.

6.15 Files, All files of Subrecipient pertaining to City shall be and remain the property of City, Subrecipient will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termina.tion of this Agreement.

6.16 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period of time, other than any default or breach and/or period of time specified, All of the remedies pertnitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy. 6,17 Mttigation of Damages. h all such situations arising out of this Agreement, the Parties shall attempt to avoid and minitnize the damages tesulting from the conduct of the other Party.
6,18 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

6.19 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, draftting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to 24 5116863.1- L235.0
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reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.20 IEntire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Subrecipient, and neither party has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must be made in writing and appropriately executed by both City and Subrecipient.

6.21 Notices. Any notice required to be given hereunder shall be deemed to have been given by email transmission with confirmation of delivery and depositing said notice in the United States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Meredith T. Elguira, Director
8650 California Avenue
South Gate, CA 90280
Email: melguira(,sogate.org
TEL: (323) 563-9529
TO SUBRECIPIENT:

Dan Knapp,
Executive Director
Conservation Corps of Long Beach
340 Nieto Avenue
Long Beach, CA 90814
Email: [email protected]
TEL: (562) 986-1249
WITH COURTE,SY COPY TO:

City Clerk's Office
Yodit Glaze, City Clerk
8650 California Avenue
South Gate, CA 90280
Email: yglaze@,sogate.org
TEL: (323) 563-9510

6.22 Warranty of Authorized Signatories. Each of the signatories hereto warrants and represents that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign. 6,23 Consultation with Attorney. Subrecipient warrants and represents that it has consulted with an attorney or lcnowingly and voluntarily decided to forgo such a consuitation.

6.24 Interpretation Against Drafting Party. City and Subrecipient agree that they have cooperated in the review and drafting of this agreement. Accordingly, in the event of any ambiguity, neither Party may claim that the interpretation of this Agreement shall be constnued against either Party solely because that Party draffed ali or a portion of this Agreement, or the clause at issue.
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7. EFFECTIVE DATF,, The effective date of this Agreement is July 1, 2022 and will remain in effect through and until project completion, unless otherwise terminated in accordance with the tertns of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Dated:

Al Rios. Ma or
22,,
ATTEST:

BY:

Yodit laze, City Clerk
APPROVED AS TO FORM:

B)/:

F. Salinas, City Attoriey
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CONSERV ATION CORPS OF LONG BEACH:

B7: Da2"cuti!&'7"
Dated: % 0, aOQ1
27 562

EXHIBIT'A'
@cte
MeredithT, Elguira
Director
CityofSouth Gate
CommunityDevelopment
8660CaliforniaAvenue
Southgate,CA90280
July'13,2022
Re:ConservationCorpsofLong Beach
IllegalDumping/BufkyItemPick[Jp
DearMrs,Elgulra,
City
Thankyoufor showinginterestIn utillzingtheConservationCorpsof LongBeachto performserv(cesforthe of SouthGate. As a communityyouthdevelopmentagency,the ConservationCorpsof LongBeachIs at
continuallysearchlngfor meaningfutprojectswhereyoungpeop1ehaveanopportunitytolearnandgrowand venture
thesame
where
time helpenhancetheir mmmunityandenvironment.Workingwith the Cityof SouthGateis a boththe communltyand the youngpeopleworkingonthe projectbenefit, We are extremely cost
ihrffledand eagerto continueworkingwiththeCity of SouthGateandwe arepleasedtosubmittheattached estimatefortheoutlinedproject.

EstablishedIn '1987,the Conservation Corps or Long Beach Is one of 13 State CerUfledCommunity ConservationCorpsprogramsin Ca)lfornie.In orderto fulfill our mission,we trainand educateour young peopleby couplingour state accredttedalternativehighschoolwith variousconservationwork projects.We fue,l
utilizeprojectssuch ELS,butnot limitedto, graRi removal,habitatrestoration,recycltng,urbanforestry,fire reduction,mvasiveveqetationtreatment,communitygardendevelopment,and constructionto assistin the trainingour young peopfe and provide them with marketablework skills whfle at the same time help preserveand restoreour loml environment. A list of pest and currentrelatedprojectsas well as sponsor referencesIs availableuponrequest.

Queita
Description
Crewmembers
Unit Cost
$35,00
Crew#
3 Hours
112
Total
$11,760.00
Safetypear andsupplies (bags)
Vehicle/Fuel $ 1,000,00
$ 2,500,00
Monthly Cost Total: $15,260,00
28 563
CCLBwill provide:

CCLBcorpsmembersworkfour daysa week,7 houraa day.The costestimateincludesall necessary lnsurance(generalIlabillfy,worker'scompensation,auto,etc,)labor,supervision,payrolltaxes,employee will
fringe,
be able
basictools,safetygear,transportatlon,andcoordination.TheCCLBCity ofSouthGa(eStrikeTeam to provideprloritizedservicesthroughouttheCity. Basedon theCity'sprloritlesandresources, whffe
tlie crew/scouldactas astriketeamandprovideservicessuchas trash,bulkyitemand litterremovaland provide
ensuringproperhandlingof materialsandpromotere6ytDngwhenposslble.Wewtllrelyon theCityto an ongolnglistofpriority projectsaswell as anynecessarytechnmalassistance,projectmaterials, andproJect siteaccess.

TheCCLBwil)utilizeour agencysafetyprogramforthepmtectionofthe CCLBStrikecrewsas wellas for (hepublicand privatepropertyImpactedby ourdebrisremovalwork, We followall acceptedOSHA procedures,Corpsmembersand staffon the CCLB8trlkecrewswllfhaveappropriatesafe(ygearand uniforms,lncludingboots,hardhbts, orangesafetyvests,goggles,respfraiors,andgloves. Forremoval tos!owtrafficthroughourworkzones,
proJectsnearpublk:streetsorsldewalks, weproperlyplacetrafficcones,andassignatratnedtraft,steward lnaddRlonto[heseprocedures,CCLBcarriesallepproprlate persona)and propertyInsurancecoverage.

City of South Gate will provide:
* DumplngprMlegesfordispoealofbullyi)emsanddebrlscollected * ldentifyareaofservice
"Note: Out(tnedcostsare allinclusiveandincorporate:labor,supervls)on,coordination,transportation,and all applicableinsurance,fringe,&taxese,g, workerscomp,Ilebility,health,ef.c,..

The ConservationCorpsof LongBeachis a non-profit50al(c)(3)withover29 yearsofexperienceperforming a widevarietyof prolectswith variouscitiesand agencieswtthlnthe Countyof LOSAngelesand beyond. )f youhaveanyquestions,pleasefeelfreeto contactmeat(714) 783-6080ordknappUcclb-corps,orqor Irene Lopez-Muroat [email protected] 562)215-2940.

Sincerely
DanKnapp
ExecutiveDirector/CEO
2 lPage
29 564
emfMANAUR'SOFFICE Item No. 10
JUN 21 2023
4 a(45rW'- C'Uyof South Gate

CITY COUNCIL
ACENDA J?NLL
For the Regular Meeting o'f: June 27, 2023
Originating Department: Human Resources
Department Director:
on Hamilton
City Manager:

Chris :.7 ers
SUBJECT: EXCESS WORKERS5 COMPENSATION INSURANCE POLICY WITH

SAFETY NATIONAL CASUALTY CORPORATION
PURPOSE: To renew the City's excess workers' compensation insurance policy with Safety National Corporation through Alliant Insurance Services, Inc.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an excess workers' compensation insurance policy with Safety National Corporation, through Alliant Insurance Services, Inc., for a one-year term from July 1, 2023, through July 1, 2024, with a premium in the amount of $1 77,064; b. Authorizing payment, in the amount of $177,064, to Alliant Insurance Services, Inc., for the policy issued by Safety National Casualty Corporation; and c. Authorizing the City Manager or his designee to execute the "Request to Bind Coverage" in a form acceptable to the City Attorney.

FISCAL IMPACT: Funds, in the amount of $1 77,064, are included in the Fiscal Year 2023/24 budget for this item.

ANALYSIS: Each year, the City's insurance broker, Alliant Insurance Services, Inc., sends a request for quotes on our excess workers' compensation insurance policy, reviews the proposals and assists the City with finding the best and most cost-effective coverage to meet our needs. For tlie past three years, staff recommended that the City Council renew the excess workers' compensation insurance policy with Safety National Casualty Corporation, through Alliant Insurance Services, Inc. The Self-Insured Retention (SIR) level for all employees was $1,000,000. A Self-Insured Retention (SIR) is an agreed upon dollar amount in our workers' compensation insurance policy that must be paid before the insurer is obligated to pay for any remaining workers' compensation claims.

This year, there were three providers that submitted proposals: Safety National Casualty Corporation (Safety National), Arch Insurance Company (Arch) and Midwest Employers Casualty Company (Midwest). What distinguishes these providers is that Safety National's SIR is $1,000,000 per Occurrence (incident); Arch's SIR is $1,000,000 per Accident (per person); 1 565
and Midwest's SIR is $1,000,000 with undefined parameters. If there was a mass casualty incident involving City employees, Safety National will only require an SIR of $1,000,000 for everyone involved as compared to Arch whicli would require an SIR of $1,000,000 per employee. As for Midwest, due to the vague definition of the Employer's Liability, it is uncertain whether the SIR of $1,000,000 is sufficient to protect the City's potential Workers Compensation liability.

The annual premium with Safety National increases from the current annual premium of $174,850 to $177,064 ($2,214 increase). The proposed annual premium for Arch is $161,898; and the annual premium submitted by Midwest is $184,511. Although Safety National's premium is $15,166 more than Arch's, the employer's liability exposure is less with Safety National, especially if we have a single incident where multiple employees are injured. Midwest is not the fiscally reasonable option, as it costs $7,447 more than Safety National and the uncertainty of how the company will apply our SIR creates an uru'neasurable exposure.

Staff is recommending to renew with Safety National, Option 1, which allows us to have an SIR of $750,000 for non-sworn positions and SIR of $1,000,000 for sworn. Safety National considers this a premium discount for staying with them as an existing customer.

ATTACHMENT: Excess Workers' Compensation Insurance Proposal 2023/24 2 566
Alliant Insurance Services, Inc.
18100 Von Karman Avenue 10th Floor
Irvine, CA 92612 o 949 756 0271 F 9497562713
CA License No. OC36861
www.alliant.com
567
Table of Contents
Company Profile... ..

Alliant Advantage...........
..

Your Service Team.

Named Insured/Additional Named Insureds...

Line of Coverage.....

Excess Workers' Compensation Coverage
Premium Summary...

Disclosures.
.2
.3
.4
.5
.6
.6
.12
.13 NY Regulation 194
14 Privacy.

FATCA:
14 .14
Guarantee Funds
14 Claims Reportinga
. 15
Changes and Developments
15 Certificates / Evidence oflnsurance
16 Flood Offering..

Optional Coverages.........
... .

Glossary of Insurance Terms..

Request to Bind Coverage.......
.17
.18
.18
19 Date Issued: 5/12/23 Alliant Insurance Services, Inc. l www.alliant.com l CA License No. OC36861 568
Company Profile
With
Operating
a history
through
dating
a national
back to 1925, Alliant Insurance Services is one of the nation's leading distributors of diversified insurance products and services. network of offices, Alliant offers a comprehensive portfolio of services to clients, including:

Risk Solutions
Employee Benefits
a Strategy
Employee Engagement
Procurement
s Analytics
a Wellness
s Compliance
s Benefits Administration
ii Global Workforce
Industry Solutions
ii Construction
s Energy and Marine
ii Healthcare
ii Law Firms
s Public Entity
ii Real Estate
s Tribal Nations
ii And many other industries
Co-Brokered Solutions
s Automotive Specialty
Energy Alliance Program
Hospital All Risk Property Program
Law Firms
Parking/\/alet
Public Entity Property Insurance
Program
Restaurants/Lodging
Tribal Nations
ii Waste Haulers/Recycling
Business Services
ii Risk Control Consulting
Human Resources Consulting
Property Valuation
The knowledge that Alliant has gained in its
more than eight decades of working with many
of the top insurance companies in the world
allows us to provide our clients with the
guidance and high-quality peformance they
deserve. Our solution-focused commitment to
meeting the unique needs of our clients
assures the delivery of the most innovative
insurance products, services, and thinking in
the industry.

Alliant ranks among the 15 largest insurance
brokerage firms in the LJnited States
Date Issued: 5/12/23
Alliant Insurance Servir.es, Inc. l www.alliant.com I CA License No. OC36861 569
Alliant Advantage
Alliant Competition

1. Satisfying the insurance needs of business for nearly 90 years.

2. Privately owned and operated.

3. A full-service insurance agency for all your business, )ife and health, and personal insurance.

4. Representing over 40 insurance companies to provide
the best and most affordable coverage.

5. State-licensed (O support staff.

6. Dedicated Certificate of Insurance personnel.

7. Risk management services to help identify hazards
and present options.

8. Workers' compensation insurance claims management
at no additional charge.

Date lssued: 5/12/23 Alliant Insurance Services, Inc. i www.alliant.com i CA License No. OC36861 570
Your Service Team
Lilian Vanvieldt
Executive Vice President
Ivanvieldt(a),alliant.com
Phone: 949 660 8116
Pamela Dominguez
Vice President
pdominquezpalliant.com
Phone: 602 7071891
Maria Gregoris
Vice President, Account Executive
mgregoris(a2alliant.com
Phone: 949 660 5903
O
Richard Lewis
Account Manager
Richard.Lewis@,alliant.com
Phone: 949 527 9864
Date Issued: 5/12/23 Alliant Insurance Services, Inc. I www.alliant.com I CA License No. OC36861 571
Named Insured / Additional Named Insureds
Named Insured(s)
City of South Gate
Additional Named Insured(s)
None
N/UflED INSURED DISCLOSURE
changes,
The first named
receiving
insured
correspondence,
is granted certain
distributing
rights and responsibilities that do not apply to other policy named insureds and is designated to act on behalf of all insureds for making policy claim proceeds, and making premium payments.

CL
entities
Are ALL
to
entities
be protected
listed
are
as
on
named insureds? Coverage is not automatically afforded to all entities unless specifically named. Confirm with your producer and service team that all the correct policy. Not all entities may be listed on all policies based on coverage line.

Additional
declarations.
named insured is (1) A person or organization, other than the first named insured, identified as an insured in the policy declarations or an addendum to the policy entity named
(2)
as an
A person
insured
or
in
organization
the policy
added to a policy after the policy is written with the status of named insured. This entity would have the same rights and responsibilities as an declarations (other than those rights and responsibilities reserved to the first named insured).

Applies
language
to
for
Professional
applicability.

Liability,
These
Pollution Liability, Directors & Officers Liability, Employment Practices Liability, Fiduciary Liability policies (this list not all inclusive). Check your Policy entities (unless specifically
policies provide protection to the Named Insured for claims made against it alleging a covered wrongtul act. Coverage is not afforded to any other indemnification is otherwise
added by endorsement or if qualified as a a'Subsidiary"pursuant to the policy wording) affiliated by common individual insured ownership or to which of entitiesfor which coverage
contractually owed. If coverage is desired for affiliated entities or for contractual indemnities owed, please contact your Alliant Service Team with a full list underwriterasacceptance
is requested. With each request, include complete financials and ownership information for submission to the carrier. It should be noted, that the applicable limits of liability
of
and/or
any proposed
an additional
amendments to the policy, including expansion of the scope of "lnsureds" under the policy could result in a potential diminution of the premium charge.

Date Issued: 5/1 2/23
Alliant Insurance Services, Inc. l www.alliant.com I CA License No. OC36861 572
Line of Coverage
Excess Workers' Compensation Coverage
Present Coverage - Safety
National
Proposed Coverage - Safety
National
REVISED - Proposed
Coverage - Arch
Proposed Coverage -
Midwest
INSURANCE COMPANY:

A.M. BEST RATING:

ST ANDARD & POOR'S RATING:

CALIFORNIA STATUS:

POLICY/COVERAGE TERM:

Limits:

Workers' Compensation
Employer's Liability
Estimated Annual Payroll:

Rate Per $IOO Of Payroll:

Self-Insured Retention (SIR):

Date Issued: 5/12/23
Safety National Casualty Safety National Casualty
Corporation Corporation
A++ (Superior), Financial Size ++ (Superior), Financial Size Category: Category:

XV ($2 Billion or greater) ($2 Billion or greater)
as of November 17, 2021 as of November '17, 2022
A+ (Strong) as of September + (Strong) as of September 15, 24,2021 2022
Admitted
July 12022 to July 1, 202
Statutory
$1,000,000 Per Occurrence
and Aggregate
$30,616,400

0.5711
July 1, 2023 to July 1, 2024
Statutory
$1,000,000 Per Occurrence and
regate
$33,700,705

0.5254
Insurance Company
+ (Superior), Financial Size
Category:
($2 Billion or greater)
March 16, 2023
+ (Strong) as of June 23, 2022
July 1, 2023 to July 4, 2024
Statutory Each Accident
Statutory Disease, Each
Employee
$1,000,000 each accident
$1,000,000 Disease, Each
Employee
$1,000,000 Aggregate
$33,700,705

0..4804
$750,000 All Other Codes Per $750,000 All Other Codes Per $750,000 Each Accident; All Occurrence Occurrence otherCodes Alliant Insurance Services, Inc. l www.alliant.com l CA License No. OC36861 idwest Employers Casualty
pany
+ (Superior), Financial Size
rY:
($2 Billion or greater)
une 8, 2022
+ (Strong) as of February 22,
023
Ci) mitted ai
uly '1, 2023 to July '1, 2024 r
1,000,000
,700,705
.5475
1,000,000
573
$iOO0,000 Police Officers Per $1,000,000 Police Officers Per Occurrence Occurrence
$750,000 Disease, Each
Employee; All Other Codes
$1,000,000 Each Accident:

Police Class Codes
$1,000,000 Disease, Each
Employee; Police Class Codes
[L
Date Issued: 5/12/23 Alliant Insurance Services, Inc.. l www.alliant.com j CA License No. OC36861 574
Excess Workers' Compensation Coverage - Continued
IPresent cNoavteiornaagle -Safety IProposed Ncaotvioenraagl e-SafetyREVISED - Proposed Coverage - Arch
Proposed Coverage -
Midwest
Endorsement & Exclusions:
(including but not limited to)
Terrorism Risk Insurance
Program Reauthorization
Act Endorsement
California Mandatory
Endorsement(S), If
Applicable
Employers' Liability Per
Occurrence & Aggregate
Maximum Limits Of
Liability
Employers' Liability
Maximum Limit And
Aggregate Maximum Limit
Of Indemnity
California Short Rate
Cancellation Provision -
Specific Excess
Employers' Liability Per
Occurrence & Aggregate
Maximum Limits Of
Liability - California
Terrorism Risk Insurance *
Program Reauthorization Act
Endorsement
California Mandatory *
Endorsement(S), If
Employers' Liability Per
Occurrence & Aggregate
Maximum Limits Of Liability
Employers' Liability Maximum
Limit And Aggregate
Maximum Limit Of Indemnity
California Short Rate
Cancellation Provision -
Specific Excess
Employers' Liability Per
Occurrence & Aggregate
Maximum Limits Of Liability -
California
California Terrorism Risk
Insurance Program
Reauthorization Act
Disclosure Endorsement
California Amendatory
Endorsement
Split Retained Limit
Endorsement
Losses Redefined to
Include Allocated Loss
Adjustment Expenses
Endorsement
Policyholder Disclosure
Notice of Terrorism
Insurance
Amendment to Schedule
Item 11
Aircraft Exclusion
California
Date Issued: 5/12/23
Alliant Insurance Services, Inc. I www.alliant.com I CA License No. OC36861 575
Excess Workers' Compensation Coverage - Continued
Total Cost Excluding TRIA:

Total Cost Including TRIA:

Minimum Premium:

Quote Valid Until:

Policy Auditable:

Conditions:

Not Applicable Not Applicable
174.850.00 Premium $ 177.064.00 Premium
Included TRIA Premium Included TRIA Premium
174.850.00 Total Cost $ "177,064.00 Total Cost
$ 157,365.00 $ 159,358.00
No Longer Applicable July 1, 2023
Yes
es
* Additional Services: MAP * Additional Services: MAP
Client Services Client Services
This Agreement will
* This Agreement will include
include coverage for coverage for Workers'
Workers' Compensation Compensation loss caused
loss caused by acts of acts of terrorism as defined in terrorism as defined in the the Agreement. Coverage for Agreement. Coverage for such losses will still be such loSses will still be subject to all terms,
subject to all terms, definitions, exclusions, and definitions, exclusions, conditions in the Agreement, conditions in the & any applicable federal
Agreement, & any and/or state laws, rules, or
Not Applicable Not Applicable
161.898.00 Premium $ 184,511.00 Premium
Included TRIAPremium Included TRlAPremium
161.898.00 TotalCost $ 184.5lt00 TotalCost
16i898.00 $ 166,060.00
July 12023 July 1, 2023 g,
Yes
Not Applicable Not Applicable
Date Issued: 5/12/23
Alliant Insurance Services, Inc. l www.alliant.com l CA License No. DC36861 576
Excess Workers' Compensation Coverage - Continued
: Present Coverage - Safety I
i National Proposed Ncaotvioenraagl e-Safety I
REVISED - Proposed
Coverage -Arch
Proposed Coverage -
Midwest
Conditions - Continued:
applicable federal and/or
state laws, rules, or
regulations. Be advised
that, under the Terrorism
Risk Insurance Act of
as amended, extended,
and/or re-authorized (the
Act), terrorism loses would
be partially reimbursed by
the u.s. Government
under a formula
established by the Act.
under this formula, the
u.s. Government would
generally reimburse 80%
of covered terrorism
exceeding a deductible
paid by us. The Act
contains $'100 billion cap
that limits the
reimbursement from the
u.s. Government as well
as from all insurers. If
aggregate insured losses
for all insurers exceed
$100 billion, your
may be reduced. The
regulations. Be advised that,
under the Terrorism Risk
Insurance Act of 2002 as
amended, extended, and/or
re-authorized (the Act),
terrorism loses would be
partially reimbursed by the
u.s. Government under a
formula established by the
Act. Under this formula, the
u.s. Government would
generally reimburse 80% of
covered terrorism losseS
exceeding a deductible paid
by us. The Act contains $IOO
billion cap that limits the
reimbursement from the u.s.

Government as well as from
all insurers. If aggregate
insured losSeS for all insurers
exceed $100 billion, your
coverage may be reduced.

The portion of the
EMPLOYER's annual
premium attributable to
coverage for losseS caused
Date Issued: 5712/23
Alliant Insurance Services, Inc. I www.alliant.com l CA License No. OC36861 577
Excess Workers' Compensation Coverage - Continued
Present Coverage - Safety
National
Proposed Coverage - Safety
National
REVISED - Proposed
Coverage - Arch
Proposed Coverage -
Midwest
Binding Conditions:
portion of the
EMPLOYER's annual
premium attributable to
coverage for losses
caused by a certified act
terrorism is: 0.5%
No Longer Applicable
by a certified act of terrorism
is: 0.5%
The Excess Workers
Compensation program
quoted is contingent upon
also binding any other lines
quoted with Safety National.

SaFety National may consider
providing revised or '
quote options for individual
lines of coverage subject to
further underwriting review
and approval.

A written request to bind written request to bind
coverage
coverage
Proposal is subject to receipt
of signed and completed
Program Commitment
Agreement within 60 days of
effective date.

A written request to bind
coverage
Cl
See Disclaimer Page for Important Notices and Acknowledgment Date Issued: 5/12/23
Alliant Insurance Services, Inc. l www.alliant.com l CA License No. OC36861 578
Premium Summary
Payment Terms
Premium is due within 30 days of policy inception
Options
* Safety National Casualty Corporation:
o $750,000 All others / $1,000,000 Police Officers SIR Option with Premium /Includes TRIA $177,064.00 Arch Insurance Company (REVISED)
o $750,000 All Other Codes / $1,000,000 Police Class Codes SIR Option with Premium /Includes TRIA $161,898.00 Midwest Employers Casualty Company
o $1,000,000 SIR Option with Premium CL /Includes TRIA $184,511 Date Issued: 5712/23 Alliant InsuranceServices, Inc. l www.alliant.com l CA License No. OC36861 579
Disclosures
This proposal of insurance is provided as a matter of convenience and information only. All information included in this proposal, including but not limited to personal and real property values, locations, operations, products, data, automobile schedules, financial data and loss experience, is based on facts and representations supplied to Alliant Insurance Services, Inc. by you. This proposal does not reflect any independent study or investigation by Alliant Insurance Services, Inc. or its agents and employees.

Please be advised that this proposal is also expressly conditioned on there being no material change in the risk between the date of this proposal and the inception date of the proposed policy (including the occurrence of any claim or notice of circumstances that may give rise to a claim under any policy which the policy being proposed is a renewal or replacement). In the event of such change oF risk, the insurer may, at its sole discretion, modify, or withdraw this proposal, whether or not this offer has already been accepted.

This proposal is not confirmation of insurance and does not add to, extend, amend, change, or after any coverage in any actual policy of insurance you may have. All existing policy terms, conditions, exclusions, and limitations apply. For specific information regarding your insurance coverage, please refer to the policy itself. Alliant Insurance Services, Inc. will not be liable for any claims arising from or related to information included in or omitted from this proposal of insurance.

Alliant embraces a policy of transparency with respect to its compensation from insurance transactions. Details on our compensation policy, including the types of income that Alliant may earn on a placement, are available on our website at www.alliant.com. For a copy of our policy or for any inquiries regarding compensation issues pertaining to your account you may also contact us at: Alliant Insurance Services, Inc., Attention: General Counsel, 70al B Street, 6th Floor, San Diego, CA 92101.

CL
Analyzing insurers' over-all peformance and financial strength is a task that requires specialized skills and in-depth technical understanding of all aspects of insurance company finances and operations. Insurance brokerages such as Alliant Insurance typically rely upon rating agencies for this type of market analysis. Both A.M. Best and Standard and Poor's have been industry leaders in this area for many decades, utilizing a combination of quantitative and qualitative analysis of the information available in formulating their ratings.

A.M. Best has an extensive database of nearly 6,000 Life/Health, Property Casualty and International companies. You can visit them at www.ambest.com.

For additional information regarding insurer financial strength ratings visit Standard and Poor's website at www.standardandpoors.com.

Our goal is to procure insurance for you with underwriters possessing the financial strength to perform. Alliant does not, however, guarantee the solvency of any underwriters with which insurance or reinsurance is placed and maintains no responsibility for any loss or damage arising from the financial failure or insolvency of any insurer. We encourage you to review the publicly available information collected to enable you to make an informed decision to accept or reject a particular underwriter. To learn more about companies doing business in your state, visit the Department of Insurance website for that state.

Date Issued: 5/12/23
Alliant Insurance Services, Inc. l www.alliant.com l CA License No. OC36861 580
NY Regulation 194
with
Alliant
insurance
Insurance
purchasers
Services, Inc. is an insurance producer licensed by the State of New York. Insurance producers are authorized by their license to confer insurance contracts;
about the benefits, terms and conditions of insurance contracts; to offer advice concerning the substantive benefits of particular or more of these activities.
to sell insurance; and to obtain insurance for purchasers. The role of the producer in any particular transaction typically involves one the
Compensation
purchaser selects,
will be paid to the producer, based on the insurance contract the producer sells. Depending on the insurer(s) and insurance contract(s) depending on a number
compensation
of
will be paid by the insurer(s) selling the insurance contract or by another third party. Such compensation may vary volume of business a producer
factors, including the insurance contract(s) and the insurer(s) the purchaser selects. In some cases, other factors such as the compensation.
provides to an insurer or the profitability of insurance contracts a producer provides to an insurer also may affect The
insurance
insurance
to the
purchaser
purchaser,
may
and
obtain information about compensation expected to be received by the producer based in whole or in part on the sale of purchaser by the producer, by requesting
(if applicable) compensation expected to be received based in whole or in part on any alternative quotes presented to the such information from the producer.

Privacy
work
At Alliant,
hard
one
to preserve
of our top
your
priorities is making sure that the information we have about you is protected and secure. We value our relationship with you and Alliant's collecting or sharing
privacy
certain
and ensure that your preferences are honored. At the same time, the very nature of our relationship may result in to read our full Privacy Policy posted
types of information about you in order to provide the products and services you expect from us. Please take the time at www.alliant.com, and contact your Alliant service team should you have any questions.

Other Disclosures / Disclaimers
FATCA:

CL
Alliant
The Foreign
does not
Account
provide
Tax Compliance Act (FATCA) requires the notification of certain financial accounts to the United States Internal Revenue Service. tax advice so please contact your tax consultant for your obligation regarding FATCA.

Guarantee Funds
Established by law in every state, guaranty funds are maintained by a state's insurance commissioner becomes insolvent or to protect policyholders in the event that an insurer
state's Guaranty Fund.
is unable to meet its financial obligations. If your insurance carrier is identified as 'Non-Admitted', your policy is not protected by your Date Issued: 5/12/23 Alliant Insurance Services, Inc. l www.alliant.com l CA License No. OC36861 581
Other Disclosures / Disclaimers - Continued
Claims Reporting:

Your policy will come with specific claim reporting requirements. Please make sure you understand these obligations. Contact your Alliant Service Team with any questions.

Changes and Developments
It is important that we be advised of any changes in your operations, which may have a bearing on the validity and/or adequacy of your insurance. The types of changes that concern us include, but are not limited to, those listed below:

Changes in any operations such as expansion to another state, new products, or new applications of existing products. Travel to any state not previously disclosed.

Permanent operations outside the Llnited States, Canada or Puerto Rico.

Mergers and/or acquisition of new companies and any change in business ownership, including percentages. Any newly assumed contractual liability, granting of indemnities or hold harmless agreements. Any purchased,
changes
constructed
in existing
or
premises
occupied
including vacancy, whether temporary or permanent, alterations, demolition, etc. Also, any new premises either Circumstances which may require an increased liability insurance limit.

Any
alterations
changes
to the
in fire
system.
or theft protection such as the installation of or disconnection of sprinkler systems, burglar alarms, etc. This includes any Property
Immediate notification of any changes to a scheduled of equipment, property, vehicles, electronic data processing, etc. of yours that is in transit, unless previously discussed and/or currently insured. (l
Date Issued: 5712/23 Alliant Insurance Services, Inc. I www.alliant.com l CA License No. OC36861 582
Other Disclosures / Disclaimers - Continued
Certificates / Evidence of Insurance
or
A Certificate
negatively
or
amend,
Evidence is issued as a matter of information only and confers no rights upon the certificate holder. The certificate does not affirmatively representative,
extend or alter the coverage afforded by a policy, nor does it constitute a contract between the issuing insurer(s), authorized producer or recipient.

You
and/or
may
liability
have signed contracts, leases or other agreements requiring you to provide this evidence. In those agreements, you may assume obligations your legal counsel
for others
review
(lndemnification, Hold Harmless) and some of the obligations that are not covered by insurance. We recommend that you and these documents. payee
In addition
on property
to providing a Certificate or Evident of Insurance, you may be required to name your landlord, client or customer on your policy as a loss insurance or as an additional endorsement and, in some
insured on liability insurance. This is only possible with permission of the insurance company, added by cases, an additional premium.

By naming the certificate holder as additional insured, there are consequences to your risks and insurance policy including: ii Your policy limits are now shared with other entities; their claims involvement may reduce or exhaust your aggregate limit. s Your policy may provide higher limits than required by contract; your full limits can be exposed to the additional insured. There may be conflicts in defense when your insurer has to defend both you and the additional insured. An additional insured endorsement
insured endorsement will most likely not provide notification of cancellation. Some insurance companies use a "blanket" additional notified of all additional
that
insureds
provides coverage automatically when it is required in a written contract. Most insurance companies do not want to be when there is a blanket endorsement on the policy. If a notice of cancellation is required for the additional party, you must notify insured us immediately and we will request an endorsement for adding a notice of cancellation
from your insurance company. There may be an additional premium endorsement for an additional insured.

See Request to Bind Coverage page for acknowledgement of a// disclaimers and disclosures.

Date Issued: 5/12/23 Alliant Insurance Services, Inc. l www.alliant.com l CA License No. OC36861 583
Flood Offering
Flood
Flooding
Hazard
is a serious
Area).
threat
Your Alliant
to both personal and commercial clients. Flooding can happen anywhere, not iust zone referred to as high-risk areas (Special team is ready to explain how it works and the associated costs. a Basic Facts
caused
Congress created the NFIP in 1968 in response to the rising cost of taxpayer-funded disaster relief for flood victims and the increasing amount of damage ordinances
by floods. The NFIP makes federally backed flood insurance available in communities that agree to adopt and enforce floodplain management disaster,
to reduce future flood damage. The NFIP is self-supporting for the average historical loss year. This means that unless there is a widespread operating expenses and flood insurance claims are financed through premiums collected.

Commercial buildings or residential dwellings owned by commercial entities are considered commercial property. All others are residential dwellings The FEMA Summary for Commercial Property and FEMA Standard Summary of Coveraqe provides information on the following:
ii Types of Flood Insurance Coverage
What is a Flood- "a General and temporary condition of partial or complete inundation of two or more acres of normally dry land area". Deductibles - various options to meet your financial needs What is Covered and What is Not
* The valuation of the Property - Actual Cash Value or Replacement Cost Additional Information
ii Flood Zones
o https://www.fema.qov/flood-zones
Excess Flood Insurance (contact your Producer for additional information) o Increased limits over the maximum flood limit provided by NFIP - FEMA Glossary of Flood Terms
https://www.fema.qov/national-flood-insurance-proqram/definitions If you do NOT wish to purchase flood insurance your signature is required below:

Signature:

Date:

Name Printed/Typed:

Company Name:

Date Issued: 5/12/23 Alliant Insurance Services, Inc. i www.alliant.com i CA License No. OC36861 584
Optional Coverages
The following represents a list of insurance coverages that are not included in this proposal, but are optional and may be available with further underwriting information.

Note some of these coverages may be included with limitations or insured elsewhere. This is a partial listing as you may have additional risks not contemplated here or are unique to your organization.

Crime/Fidelity Insurance Law Enforcement Liability
Directors & Officers Liability Media and Publishers Liability Earthquake Insurance Medical Malpractice Liability
Employed Lawyers Network Security / Privacy Liability and Internet Media Liability Employment Practices Liability Pollution Liability
Event Cancellation Owned/Non-Owned Aircraff
Fiduciary Liability
Fireworks Liability
Owned Watercraft
ii Special Events Liability
Flood Insurance Student Accident
Foreign Insurance Volunteer Accidental Death & Dismemberment (AD&D) Garage Keepers Liability Workers' Compensation
Kidnap & Ransom Workplace Violence
Glossary of Insurance Terms
Below are a couple of links to assist you in understanding the insurance terms you may find within your insurance coverages:
http://insurancecommunityuniversity.com/UniversityResources/lnsuranceGlossaryFREE.aspx http://www.ambest.com/resource/glossary.html
http://www.irmi.com/online/insurance-qlossary/default.aspx Date Issued: 5/12/23 Alliant Insurance Services, Inc. I www.alliant.com l CA License No. OC36861 585
Request to Bind Coverage
City of South Gate
by
We
coverage
have reviewed
line below:
the proposal and agree to the terms and conditions of the coverages presented. We are requesting coverage to be bound as outlined Excess Workersa Compensation
Safety National Casualty Corporation
o $750,000 All others / $1,000,000 Police Officers SIR Option /Includes TRIA Arch Insurance Company
o $750,000 All Others/$1,000,000 Police Class SIR Option /Includes TRIA Midwest Employers Casualty Company
$177,064
$161,898
$1,000,000 SIR Option/Includes TRIA $184,511
Did you know that Alliant works with premium financing companies? Are you interested in financing your annual premium? This Authorization to Bind Coverage also acknowledges receipt and review of all disclaimers and disclosures, including exposures used to develop insurance terms, contained within this proposal.

Signature of Authorized Insured Representative Date
Title
Printed/Typed Name
This proposal does not constitute a binder of insurance. Binding is subject to the final carrier approval. The actual terms and conditions of the policy will prevail. Date Issued: 5/12/23 Alliant Insurance Services, Inc. l www.alliant.com I CA License No. OC36861 586
Item No. 11 effiMANAfl!RllflfflPlet
JUN21 2023
i0.0(>O,A City of South Gate

CITY COUNCIL

AGENDA BNLL
Departmem Director:

For the Regular 'Meeting of: June 27, 2023
Department: Public Works
City Manager
("CkJe,ffers
SUBJECT: AGREEMENT WITH ACMS GROUP, INC., TO PROVIDE DOSSIER ON- DEMAND SOLUTION FLEET MAINTENANCE MANAGEMENT SYSTEM SOFTWARE PURPOSE: To approve an agreement with ACMS Group, Inc., to provide a Dossier Fleet Maintenance Management System ("FMMS") inclusive of purchase, setup, training, and implementation of software system ("Agreement") for managing the City's expansive fleet inventory.

RECOMMENDED ACTIONS: The City Council will consider:
a. Approving an Agreement with ACMS Group, Inc., for a 5-year term to provide its Dossier on-Demand Solution fleet maintenance management software, in an amount not to exceed $132,403; b. Approving an appropriation of $10,792 from Fleet Funds to fully fund Year One service fees of the five-year Agreement; and c. Authorizing the Mayor to execute the Agreement in a form approved by the City Attorney.

FISCAL IMPACT: There is no impact to the General Fund. The Agreement is in the amount of $132,403, which includes $51,966 for the initial cost of the software service, subscription fees, setup and training, and annual subscriptions fees as follows: $19,226 for Year 2, $19,803 for Year 3, $20,398 for Year 4 and $21,010 for Year 5. The Agreement is proposed to be funded with Fleet Funds. As a part of the Fiscal Year 2022/23 Public Works Operating Budget, $41,174 was approved for the FMMS. An appropriation in the amount of $10,792 is needed to fund Year 1 services. Fees for years 2 through 5 services will be included as a part of the Public Works Department annual operating budget in the Fleet funds.

ANALYSIS: The proposed Agreement was procured through a competitive selection process. The process began with obtaining demos and quotes from four providers, which included companies listed in the fleet master plan. After the initial demos, a demonstration was then provided for City staff in the Fleet Division. Staff were given the opportunity to ask questions and have them answered during the demo. Staff were comfortable with the software and some said that they used similar programs with previous employers. After the technician's demonstration was completed, a demo was then provided to the Field Operations Manager, Water Division Manager, and Fleet Superintendent. Once completed, the panel discussed the three so:ttware programs and 1 587
gave their feedback and an overall rating. Overall, each program provided similar features and capabilities. Dossier ranked higher because of its accessibility and user friendly program and came in midrange when comparing prices which were quoted as follows:

Company

1. AMCS Group

2. Assetworks

3. Collective Data

4. CFA Software
0uote
$51,966
$70,000
$36,000
$15,509
CFA Software provided a quote that was significantly lower. CFA Software was not selected because of its lack of features such as service request input for all drivers, work order input from any device, and having to add an additional program for technicians to input work orders.

BACKGROUND: The Public Works Department, Field Operations Division operates with a Fleet Maintenance Division. The divisiori is responsible for maintaining the City's fleet for all departments, which consists of approximately 182 units, inclusive of heavy equipment. In 2019, a Fleet Master Plan was prepared to enhance the operations of the Fleet Division.

The City's Fleet Master Plan included an assessment of the Fleet Division and made recommendations to enhance operations, one of which was replacing the existing maintenance management system with a FMMS. Currently, the Fleet Division uses the Cititech Maintenance Management System to process vehicle work orders. However, the Cititech system is not suited for fleet maintenance operations and, therefore, does not produce the necessary data to properly track maintenance costs associated with vehicle and equipment maintenance. It is designedto track linear assets and their maintenance. It cannot provide simple informationthat may be needed daily, such as mileage, maintenance costs for a specific vehicle, or up-to-date preventative maintenance schedules. A dedicated FMMS was recommended to provide the data neededto effectively operate and maintain the city's fleet.

The benefits of a dedicated FMMS are the following:
* Planning - Provides for the establishment of a preventative maintenance schedule to be implemented and updated automatically according to mileage and set intervals. * Reporting - Provides more than 250 different standard reports that include PM compliance, vehicle maintenance costs, departmental maintenance costs, accident and damage costs, fuel usage, productivity, depreciation of assets, cost of operation, equipment replacement (part of Life Cycle Management), inventory management (on hand stock, parts turns, obsolescence, part alias, parts non-usage and more), personnel reports (productivity, efficiency, regulatory compliance).
* Fleet Inventory - The system will allow for better management of the fleet inventory. It is capable of storing every unit's specification including department, vehicle info, and pictures of the unit, as well as any electronic records that support vehicles, parts, part and repair orders and will have full electronic records capability. 2 588
* Licensing and Certifications - Tracks employee requirements such as training, cornrnercial driver's licenses and professional certifications and alert when they are due to expire. It also tracks other regulatory compliance items for vehicles such as smog checks. * Work Order System
o Provides a platform to enter work orders and be able to capture all relevant information such as: the vehicle being serviced, what was worked on, the reason for work performed, who did the work, how long it take them, what was done to complete the task, what parts where used, why did they fail, all necessary data for good reporting and analysis, as well as, supporting information for warranty recapture. All work done to the vehicle while in the shop, by a single mechanic, multiple mechanics, and potentially by third party service providers is captured under one repair order and will allow for better vehicle down-time tracking and analysis of vehicle performance. o Allows non-maintenance personnel (drivers) to send work requests to the Dossier FMMS, including meter readings; thus establishing a closed loop between vehicle users and the maintenance department.
* User Friendly - The Dossier FMMS provides detailed and focused views via its multiple and user-defined workspaces to stay on top of what needs to be taken care of including the workflow status of our work orders.

The following municipalities use Dossier FMMS to manage their fleet maintenance programs: Laguna Beach, Eureka, Westminster, Cypress, and Lakewood.

ATTACHMENT: Proposed Agreement with Exhibits A and B
AM:lc
3 589
AGREEMENT FOR PROFESSIONAL SERVICES FOR DOSSIER FLEET MAINTENANCE MANAGEMENT SYSTEM BETWEEN THE CITY OF SOUTH GATE AND AMCS Group Inc.

This Agreement for Professional Services to provide the Dossier FMMS implementation ("Agreement") the City
is made and entered into on June 27, 2023 ("Effective Date"), by and between of South Gate, a municipal corporation ("City"), and AMCS Group Inc. a California corporation ("Consultant"). City and Consultant are sometimes hereinafter to as a individually referred "Party" and collectively as "Parties."

RECIT ALS
the purchase
WHEREAS, City desires to retain a qualified provider for certain services relating to and implementation of a Fleet Maintenance Management System.

WHEREAS, Consultant warrants to City that it has the requisite skills, knowledge, under
qualifications, manpower and expertise to perform properly and timely the Professional Services this Agreement; and WHEREAS, based on such representation, City desires to contract with Consultant perform to February
the services as described in the Dossier On-Demand Solution (D7) proposal dated South Gate/020623/Vla/AMCS"
06, 2023 prepared for the City by Consultant under Consultant's reference "City of Exhibit
("Scope of Services"), a copy of which is attached hereto as General
"A" of this Agreement. The Scope of Services incorporates by reference Consultant's Terms of Service ("Terms of Service"), a copy of which is attached hereto as Exhibit "B" modified
of this Agreement. The Scope of Services is incorporated herein by this reference, as reference,
by Sections 2 and 3 below. The Terms of Service are incorporated herein by this as modified by Section 6 below.

NOW, THEREFOR, the Parties hereby agree as follows:

1. SCOPE OF SERVICES. City hereby engages Consultant, and Consultant accepts such engagement, to perform the services set forth in the Scope of Services as described in Exhibit "A"attachedheretoandmadepartofthisAgreement.

TheScopeofServicesmaybemutually
amended from time to time by both Parties in writing.

1.1 COMPENSATIONFORSERVICES.ThetotalamountofcompensationforthisAgreement shall not exceed the sum of Fifty-OneThousand NineHundred Sixty-SixDollars ($51,966) for the first year, Nineteen Thousand Two Hundred Twenty-Six Dollars ($19,226) for year Thousand
two, Nineteen Thousand Eight Hundred Three Dollars ($19,803) for year three, Twenty Three Hundred Ninety-Eight Dollars ($20,398) for year four, and Twenty-One Thirty-Two
Thousand Ten Dollars ($21,010) for year five, for a cumulative amount of One Hundred Consultant's
Thousand Four Hundred Three Dollars ($132,403), as described in proposal attached hereto as Exhibit "A." City shall pay Consultant professional for its services rendered and costs incurred pursuant to this Agreement. No additional by
compensation shall be paid for any other expenses incurred, unless first approved in writing the City Manager or his/her designee. 590

1.2 Consultant shall be required to attend meetings as necessary in the delivery of the projects. Consultant may attend these meetings in person at City Hall, or remotely by telephone or video conference, at Consultant's option. Travel time between Consultant's office and City Hall shall not be billable. Consultant may request an exemption on a case-by-case basis, which shall be subject to City approval.

1.3 Consultant shall be paid in accordance with the schedule included in Consultant's proposal attached hereto as Exhibit "A." City shall pay Consultant within thirty (30) days of receipt of the invoice.

1.4 No payment made hereunder by City to Consultant, other than the final payment, shall be construed as an acceptance by City of any work or materials, nor as evidence of satisfactory performance by Consultant of its obligations under this Agreement.

1.5 If the City exercises the term extension option set forth in Section 2 below, compensation payable by the City to Consultant during the extension period shall be at a rate agreed by the parties, in good faith, which rate shall not be less than two percent (2%) above, and not more than five percent (5%) above, the rate in effect on the last day of the initial term of the Agreement. If the parties are unable to agree on the rate within ten (10) days after the City exercises its option, the rate shall be determinedbybindingarbitrationasspecifiedinSectionl.8below.

Theoptionperiod shall commence as scheduled, even if the arbitration has not been commenced or concluded at that time.

1.6 Subsection 7 of Section 3.4 of the Scope of Services is hereby deleted and is not made apartofthisAgreement. NotwithstandingthatsubsectionoranythingelseintheScope of Services, the rate of compensation set forth in Sections 2 and 2.4 above shall not be increased during the term of this Agreement. 1,7 NotwithstandingNote2onpage7oftheScopeofServices,oranythingelseintheScope of Work, the City shall not be obligated to pay Consultant any travel, subsistence or accommodation expenses unless the amount and nature of those expenses have been approved in writing by the City prior to such expenses being incurred.

1.8 If the arbitration referenced in Section 1.5 above is necessary, it shall be held at the offices of the America Arbitration Association ("AAA") at its office closest to South Gate City Hall. The arbitration shall be conducted pursuant the AAA's Commercial Arbitration Rules and, if applicable, the AAA's Fast Track arbitration procedures and related rules. The arbitration shall be conducted by a single arbitrator appointed pursuant to those rules and procedures. The arbitration shall commence at the earliest possible opportunity. With respect to substantive as opposed to procedural matters, the arbitrator shall be requiredto apply the law of the State of California when deciding the issues of the arbitration and rendering his or her decision. The arbitrator shall render his or her final decision in writing, stating the reasons for each component of that decision. The City and Consultant each agree to be bound by the final decision of the arbitrator. The cost of the arbitration shall be paid by the parties in equal one-half shares. 591

2. TERM OF AGREEMENT. This Agreement
above,
is effective as of the Effective Date specified
allowing
and will remain in effect for a period of five years from said date, with an option agreed to
the
by
City to extend the term for five years, unless otherwise expressly extended and City may exercise
both Parties in writing or terminated by either Party as provided herein. The up to and
that extension option by written notice to Consultant delivered any time including the thirtieth day prior to the expiration of the initial five-year Notwithstanding term.

Consultant
anything to the contrary in Note 7 on page 7 of the Scope of Services, shall continue
shall commence to perform its obligations hereunder upon the Effective Date and such performance without Agreement.
interruption during the entire tertn of this

3. CITY AGENT. The Assistant City Manager/Director
his/her designee,
of Public Works ("Director"), or for the purposes of this Agreement, approval is the agent for the City. Whenever
designee,
or authorization is required, Consultant understands that the Director, or his/her has the authority to provide that approval or authorization.

4. CONFLICT OF INTEREST. Consultant
shall not acquire
represents that it presently has no interest and any interest, direct or indirect, may be
in any real property located inthe City which
Consultant
affected by the services to be performed by Consultant under this Agreement. such interest
further represents that in performance of this Agreement, no person having any irnrnediately
shall be employed by it. Within ten (10) days, Consultant agrees that it will notify City of any other conflict of interest term of this Agreement.
that may exist or develop during the
4,1 ConsultantrepresentsthatnoCityemployeeorofficialhasamaterialfinancialinterest awarded
in Consultant's business. During the term of this Agreement and/or as a result of being this contract, Consultant shall not offer, encourage or accept any financial interest in Consultant's business or in this Agreement by any City employee or official.

5. as
TERMS
set
OF SERVICE. The Terms of Service attached as Exhibit "B" hereto are modified forth below for purposes of t's Agreement:

5.1 deleted
No Automatic Extensions or Renewals. Section 1 of the Terms of Service is hereby in its entirety.

5.2 [Intentionally Deleted]

5.3 Additional Services During Final Year of Term. Notwithstanding contrary anything to the set forth in Section 13.1 of the Terms and Conditions, additional the annual cost of any
of this Agreement
services purchased by the City thereunder during the final year of the term the term
shall be reduced in proportion to the number of days remaining in of the Agreement.

5.4 Underpaid Fees. No "underpaid Fees" shall be assessed against the City pursuant Section to 13.3 of the Terms and Conditions unless Consultant thirty first provides not less than
Within
(30) days' written notice to the City of Consultant's intent to assess those fees. the 30-day period following such notice, representatives of the parties shall 592
Fees
meet to discuss the reason for Consultantas proposed imposition of those underpaid and attempt to reach an agreement are
regarding the extent to which any such fees owing.

5.5 Changes to Terms of Service. Notwithstanding
Section
anything to the contrary set forth in
proposed

16.5 of the Terms of Service, no changes to those Terms of Service made or by Consultant shall become part of this Agreement without consent the written changes,
of the City. Consultant shall deliver written notice to the City of any proposed which notice shall thereof,
identify the changes, summarize the nature and purpose and include a copy of the deleted, changed or added language.

5.6 Governing
its entirety
Law and Venue. Section 18.lof the Terms and Conditions is deleted in and replaced with the following provisions:

5.6.1 Governing Law. This Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced in all respects according to, the laws of the State of California. All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the StateofCalifornia. Noeffectshallbegiventoanychoiceoflaworconflict of law provision, principal or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

5.6.2 Jurisdiction and Venue. All judicial proceedings brought against any pmy hereto arising out of or relating to this Agreement shall be brought in a state or federal court of competent California,
jurisdiction in the County of Los Angeles, State of and by execution and delivery of this Agreement each party accepts for itself and in connection with its properties, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts (both personal jurisdiction and irrevocably
subject matter
agreesto
jurisdiction), waives any defenseof forum non conveniens and be bound by anyjudgment renderedthereby in connection with this Agreement. Each party hereby agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to any other party at its address provided herein, such service being hereby acknowledged by each paity to be sufficient for personal jurisdiction in any action against said party in any such court and to be otherwise right
effective and binding service in every respect. Nothing herein shall affect the to serve process in any other manner permitted by law.

5.7 Expenses. Notwithstanding
Schedule
anything to the contrary set forth in Sections 12 and 13 of 2 of the Terms of Service, the City shall not be obligated to pay Consultant writing
any expenses unless the amount and nature of those expenses have been approved in by the City prior to such expenses being incurred.

6. GENERAL TERMS AND CONDITIONS

6.1 Termination for Convenience. City may terminate this Agreement at any time 593
without cause by giving fifteen (15) days written notice to Consultant of such termination and specifying the effective date thereof. In that event, all finished or unfinished documents and other materials shall, at the option of City, become its property. If this Agreement is terminated by City as provided herein, Consultant will be paid the Total amount of its costs as of the termination date. In no event shall the amount payable upon termination exceed the total maximum compensation provided for in this Agreement.

6.2 Termination for Cause.

6.2.1 City may, by written notice to Consultant, terminate the whole or any part of this Agreement in any of the following circumstances:
a. If Consultant fails to perform the services required by this Agreement within the time specified herein or any authorized extension thereof; or b. If Consultant fails to perform the services called for by this Agreement or so fails to make progress as to endanger performance of this Agreement in accordance with its terms, and in either ofthese circumstances does not correct such failure withing a period of thirty (30) calendar days (or such longer period as City may authorize inwriting) afterreceipt ofnotice from City specifying such failure.

6.2.2 In the event City terminates this Agreement in whole or in part as provided above in Subsection 6.2.1, City may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.

6.2.3 If, after notice of termination of the Agreement under the provisions of Subsection 6.2.1 above, it is determined, for any reason, that Consultant was not in default, orthatthe default was excusable, thenthe rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Subsection 6. 1. above.

6.3 Non-Assignability. Except as set forth in Section 15 of the Terms of Service, Consultant shall not assign ortransfer any interest inthis Agreement without the express prior written consent of City.

6.4 Non-Discrimination.

6.4.I Consultantshallnotdiscriminateagainstanyemployee,subcontractor,or applicant for employment because of race, creed, gender, gender identity (including gender expression), color, religion, ancestry, sexual orientation, national origin, disability, age, marital status, family/parental status, or veteran/military status, in the performance of its services and duties pursuant to this Agreement and will comply with all applicable laws, ordinances and codes of the Federal, State, and County and the City governments. Consultant will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are 594
treated during employment without regard to their race, color, religion, ancestry, sex, national origin, disability, or age. Consultant will take affirmative action to ensure that all employment practices, including those of any subcontractors retained by Consultant to perform services under this Agreement, are free from such discrimination. Such employment practices include, but are limited to: hiring, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

6.4.2 The provisions of Subsection 6.4.1 above shall be included in all solicitations or advertisements placed by or on behalf of Consultant for personnel to perform any services under this Agreement. City shall have access to all documents, data, and records of Consultant and its subcontractors for purposes of determining compliance with the equal employment opportiu'iity and non-discrimination provisions of this Section, and all applicable provisions of Executive Order No. 11246 (relating to federal restrictions against discriminatory practices) is available for review and on file with the City Clerk's Office.

6.5 Insurance. Consultant shall submit to City, certificates indicating compliance with the following minimum insurance requirements no less than one (l) day prior to beginning of performance under this Agreement:

6.5.1 Workers Compensation Insurance as required by law. Consultant shall require all subcontractors similarly to provide such workers' compensation insurance for their respective employees.

6.5.2 Comprehensive general and automobile liability insurance protecting Consultant in amounts not less than $1,000,000 for personal injury to any one person, $1,000,000 for injuries arising out of one occurrence, and $500,000 for property damages or a combined single limit of $1,000,000, with an aggregate of $2,000,000. Each such policy of insurance shall:
a. Be issued by a financially responsible insurance company or companies admitted and authorized to do business in the State of California or which is approved in writing by City.
b. Name and list as additional insured the City, its officers and employees.
c. Specify its acts as primary insurance.
d. Contain a clause substantially in the following words: "It is hereby understood and agreed that this policy shall not be canceled except upon thirty (30) days prior written notice to City of such cancellation or material change."
CI IO
595
payment of any penalties and interest on such contributions which would otherwise be the responsibility of City.

6.9 Consultant's Personnel.

6.9.1 AllservicesrequiredundertheAgreementwillbeperformedbyConsultant,or under Consultant's direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services, including, without limitation, a City of South Gate business license as required by the South Gate Municipal Code.

6.9.2 Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

6.9.3 Consultant shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance and Social Security.

6.9.4 Consultant shall indemnify and hold harmless City and all other related entities, officers, employees and representatives from any liability, damages, claims, costs, and expenses of any nature arising from alleged violations of personnel practices or of any acts of omissions by Consultant in connection with the work performed arising from this Agreement.

6.10 Copyright. Consultant is and at all times hereunder shall own the copyright to all software that is the subject of this Agreement. The City is and at all times hereunder is the owner of any and all reports generated by the City using that software.

6.11 Legal Construction.

6.11.1 This Agreement is made and entered into in the State of California and shall in all respects be interpreted, enforced, and governed under the laws of the State of California without regard to conflict of law principles.

6.11.2 ThisAgreementshallbeconstruedwithoutregardtotheidentityofthepersons whodrafteditsvariousprovisions. EachandeveryprovisionofthisAgreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of constructionthat adocument is to be construed against the drafting party shall not be applicable to this Agreement.

6.11.3 The article and section, captions and headings herein have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

6.11.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer 596
to and include the plural.

6.12 Cnnntrrp'ain L- Tlffs Agreement may be executed in counterparts and, as so executed, shall constitute an agreement which shall be binding upon all Parties hereto.

6.13 [Intentionally Deleted]

6.14 Files. AllfilesofConsultantpertainingtoCityshallbeandremainthepropertyofCity.

Consultant will control the physical location of such files during the term of this Agreement and shall be entitled to retain copies of such files upon termination of this Agreement. 6,15 Waiver; Remedies Cumulative. Failure by a Party to insist upon the performance of any of the provisions of this Agreement by the other party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand compliance by such other Party in the future. No waiver by a Party of a default or breach of the other party shall be effective or binding upon such a Party unless made in writing by such Party, and no such waiver shall be implied from any omissions by a Party to take any action with respect to such default or breach. No express written waiver of a specified default or breach shall affect any other default or breach, or cover any other period oftime, otherthan any default or breach and/or period of time specified. All of the remedies permitted or available to a Party under this Agreement, or at law or in equity, shall be cumulative and alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right of remedy.

6.16 MitigationofDamages.InallsuchsituationsarisingoutofthisAgreement,theParties shall attempt to avoid and minimize the damages resulting fromthe conduct ofthe other Party.

6.17 Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in ariy way.

6.18 Attorneys' Fees. The Parties hereto acknowledge and agree that each will bear his or its own costs, expenses and attorneys' fees arising out of and/or connected with the negotiation, drafting and execution of the Agreement, and all matters arising out of or connected therewith except that, in the event any action is brought by any Party hereto to enforce this Agreement, the prevailing Party in such action shall be entitled to reasonable attorneys' fees and costs in addition to all other relief to which that Party or those Parties may be entitled.

6.19 Entire Agreement and Amendments. This Agreement constitutes the whole agreement between City and Consultant, andneitherparty has made any representations to the other except as expressly contained herein. Neither party, in executing or performing this Agreement, is relying upon any statement or information not contained in this Agreement. Any amendments, changes or modifications to this Agreement must li
597
be made in writing and appropriately executed by both City and Consultant.

6.20 Notices. Anynoticerequiredtobegivenhereundershallbedeemedtohavebeengiven United
by email transmission with confirmation of delivery and depositing said notice in the States mail, postage prepaid, and addressed as follows:

TO CITY:

City of South Gate
Arturo Cervantes
Assistant City Manager/Director of Public Works
Avenue 8650 California Avenue
90280
South Gate, CA 90280
Email: [email protected]
TEL: (323) 563-9567
TO CONSULTANT:

ACMS Group Inc.

Michael Winton
President, North America
CC: amcs.legal@,amcsgroup.com
victor.escudero@,amcsgroup.com
WITH COURTESY COPY TO:

City Clerk's Office
City Clerk
8650 California
South Gate, CA
Email: [email protected]
TEL: (323) 563-9510

6.21 Warranty of Authorized Signatories. Each of the signatories hereto warrants and behalf
represents that he or she is competent and authorized to enter into this Agreement on of the Party for whom he or she purports to sign.

6.22 Consultation with Attorney. Consultant warrants and represents that it has consulted with an attorney or knowingly and voluntarily decided to forgo such a consultation.

6.23 cooperated
Interpretation Against Drafting Party. City and Consultant agree that they have in the review and drafting of t's agreement. Accordingly, any in the event of ambiguity, neither Party may claim that the interpretation of this Agreement shall be construed against either Party solely because that Party drafted all or a portion of this Agreement, or the clause at issue. [Remainder of page left blank intentionally.]
l-} 598
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized.

CITY OF SOUTH GATE:

By:

Maria del Pilar Avalos, Mayor
Dated:

ATTEST:

BY:

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

By:Raul F.S!2!!5!2rney
ACMS Group Inc.

B)7:

Michael Winton - President, North
America
Dated:
599
Exhibit A - Scope of Services
r)nqqipr nn-Demand Solution (D7) Prepared for:

City of South Gate
8650 California Ave.

South Gate, CA 90280
Attn: Alejandro Meza
Prepared by:

Victor F Escudero
[email protected]
Proposal Ref: City of South Gate/020623/Vla/AMCS
Confidential Informmion
Property ofAMCS
Distribution Restricted to Authorised Persons
600
AMCS GROUP INC. ("AMCS")
179 Lincoln Street, Boston, MA 02111
Table of Contents

1. INTRODUCTION

1.1. COMPANY INFORMATION.

AMCS ASSET MAINTENANCE - DOSSIER SUBSCRIPTION OFFERINGS

PRICING
Susscsipriox FEES...

IMPLEMENTATION & PROFESSIONAL SERVICES FEE ESTIMATE.

STANDARD PROFESSIONAL SERVICES DAY RATES...

GENERAL TERMS

4. ACCEPTANCE
ig
ir
601

1. Introduction

1.I Company Information
AMCS
material
is the leading supplier of integrated software and vehicle technology for the waste, recycling and resources, and transportation industries. Our enterprise software, a Software as a Service (SaaS) solution, delivers digital innovation to the emerging circular economy around the world.

AMCS is headquartered in Limerick, Ireland with offices in North America, Europe, and Australia reduce
employing over 800 people across 12 countries. AMCS helps over 3,500 customers in 23 countries to AMCS
their operating costs, increase asset utilization, optimize margins, and improve customer service.

Commercial
has a blue-chip customer base in 23 countries, which includes the world's leading companies in & Industrial, Municipal and Residential waste, Construction & Demolition, Metal Recycling, Paper and Plastics trading, MRFs/Landfill, Brokerage and Hazardous Waste, Trucking and Intermodal Logistics, Utilities/Telecom/lnfrastructure, Government entities.

Food & Beverage, and People Transport businesses as well as Our beliefs and values:

Customer: We believe that our customers, both internal and external deserve our respect as they are the heart of our business.

We focus on forming a partnership with our customers and dedicate ourselves to their success.

Community: We believe in contributing to our communities and in protecting the environment to create a sustainable future for the next generation. We get involved and have fun supporting our local communities. We demonstrate Community and Social Responsibility at every opportunity.

Integrity: We believe in doing the right thing for our customers, our colleagues, our investors and ourselves. We are professional, open and honest in everything we do. We take responsibility for our actions.

We
Process: We believe in engineering innovative processes that add value to every aspect of our business. are process driven, systematic, and analytic in our approach. We learn from mistakes and continuously improve.

At AMCS we are driven by the results we deliver and are passionately committed to our Customer"s success 'for life'. We consider ourselves 'digital warriors', driving practical circular economy innovations for a sustainable planet. We are AMCS. "Digital ways to a cleaner world". 602

2. AMCS Asset Maintenance - Dossier Subscription Offerings The AMCS Asset Maintenance module automates the control and administration of truck or vehicle fleets and other assets. Its real-time workflow management not only guides your work order process but delivers visual KPIs, dashboards, and self-service reporting to unlock hidden productivity and cost savings. Easy to implement and use, it can reduce downtime and maintenance costs, extend the life of equipment, reduce fuel, tire and parts costs while also increasing productivity, admin efficiency & regulatory compliance. Support functions include:
k
114BI &ffl& 06
* Preventive Maintenance Management
* Deep Analysis and Reporting including built-in
Dashboards and KPI cards
* Work Order Workflow with Standard Repairs and
Integrated Checklists
Mobile App Provides Anywhere Access
Drivers: Meters and Work Requests
o Technicians: Work Order Workflow
* Management: Status and Approvals
* Asset Management
* Personnel/User Management
* Labor and Parts Cost Capture by Maintenance Category and GL * Parts/Inventory/Storeroom Management with Top-Level Parts and Vendors * Purchasing Workflow for Parts and Services
* Warranty Management and Claims for Assets and Parts
@ Integrated Spending Management/Approval with Role Delegation The AMCS Asset Maintenance - Dossier (v7) subscription service of City of South Gate includes:
* Dossier Professional Edition with the following:
* Maximum Assets (vehicles, equipment, units, etc.) - Up to 250 active assets * Named User(s) - Up to 8
* Web API option

3. Pricing
The following section outlines AMCS' commercial approach. There are two pricing elements in this proposal. * Subscription Fees
These are annual recurring subscription fees for various solution elements. l\
603
* Implementation Fees
These professional services fees to cover the project implementation. These are estimated on the project
scope assumed in this proposal. The scope will be finalised during the definition phase of the and the estimates will be revalidated.

3.1 Subscription Fees
This proposal includes the following Subscription Fees. @ 'a)M==:'l_--a_i
;7'iffq :',.:_;=
.! "-( ::.J
J ,M €_,iall#t 00+_ o!_ +a-i'*tam<ii , W - -_s-_H-00 iv W# + #l '01 Ip- 4s-t 0-sv+ _ - i%-,++-.ez -_+_ _ f' i Ij'_.__ 4
- - " o _
* + (0 -ROIIJ_- _' I
. __ __g _ _ _ _ - - - - 0 _ a- ---s -' _ ._. ._ _ - +i .,_-o ,, - A, i('_tY )
y!}#-7 ;%-----
%.*,9"Z-1
ael_I&l'-M" s7.AT l: '.-_Tz*.. aa":
,. f?ri<;e'gpB .
<;. C4fS=}-,,_

7.!;+-a _t'-+ a'-%-M(4+-a'=a : - i
:7,Totffil_(!§) .'
- ; . _ _.'+A't. 0%_ - - -- a "'- a 'a
I Dossier On-Demand Solution (250 max assets) 250 CIOud S44 Sll,062 2 Named Users (8 max) 8 Cloud S778 S6,221 3 web API 1 Cloud 51,383 Sl,383
Total Annual Subscription Fees
S18,666
The
below)
Subscription
and
Fees will be invoiced from the Effective Date of this Agreement (as defined in section 4 annually thereafter prior to each anniversary of the Effective Date.

Summary of Investment
Year 1 S151,966 (includes annual subscription, professional services and travel & living) Year 2 519,226 (includes annual subscription)
Year 3 S19,803 (includes annual subscription)
Year 4 S20,398 (includes annual subscription)
Year 5 521,010 (includes annual subscription)
Note:

Year 2 through 5 assume that there are no changes made (additional units, additional users, additional functionality) to your solution.

For the purposes of this yearly pricing breakout, I have taken into consideration our offered annual adjustment of 3%. lot
604

3.2 Implementation & Professional Services Fee Estimate -
*
The f a a _i xr _ai * I
i a;N
Llif Ij !] i-sr t
Activation Fee !l!!:ffllila
I
P S9,500 Step O: Initial phone calls and initiation of existing Data gather or extract (Units, Parts, Vendors, Personnel) from existing sources to then be ported over to a Dossier supplied Data Import Template. I p.s.

I
Step 1: 3 Day (24 Man Hours) - On site trip I I with in which we would discuss Maintenance Management Operations strategy and
processes that will determine how the Dossier system would be set up and configured (Units, Parts, Personnel, Vendors (Parts & Service), PM"s, Warranties, etc). Definition of security & user privileges, and do an analysis of existing data to define what will be imported into Dossier. The activities previously described will be done with the core Maintenance Operations team.

I
I
I
I
I
I
I
p.s.

I
I
I
I
I
Step 2: 1 Day (8 Man Hours) - Based on parameters defined above and existing data reviewed, we will carry out the data import into :
,Dossier
, I
I
' 1) Units, I Parts, Personnel and Parts & Service Vendors .

I
I
i 2) This service is carried out at our Dossier Systems facilities ' I
I
I
I
I
I
I
, p.s.

I
I
I
I
I
I
I
' Step 3: 2 Day I
(16 Man Hours) - On-site trip to review existing
operations with Dossier, define and do any "fine tuning" to the system, processes and accounting configuration. Heavy
concentration will also be done on Reports Training with the core management team now that the system has several weeks of data.

I p.s.
j
I
Sub-Total Professional Seniices
SI0,800
Total Implementation Fee
S20,300
Total anticipated expenses
1-oFnor,ibteudtgr.iepting, please consider aNot-to-Exceed number ofS13,000 forStep's 1&3- I TBD Notes:

1. Implementation fees will be invoiced in full from the Effective Date.

2. Travel, subsistence and accommodation expenses are not included will be charged to the customer at cost on an 'as incurred' basis.

3. Travel time to site not included and will be charged at 50% of day rate on an 'as incurred' basis. -2,0 605

4. The fees have been calculated on the basis of a Monday to Friday working week and are based the
on a
Customer,
thirty-seven point five (37.5) hours week, excluding any public holidays. Where required by AMCS reserve the right to charge at 200% of the specified rate for services provided outside of the normal working week (that is, at weekends and on public holidays) and, 150%
for services
of
provided within the normal working week but outside of the period 08:00 - 18:00, at the specified rate. This includes provision of on-call assistance.

5. Professional Services are provided to implement
AMCS
the pre-existing features and functions of
development
software and, unless agreed otherwise in writing, do not include any customisation or activity that impacts any of the features, benefits or source code of the AMCS software. Professional Services are unrelated to the obligation to remit subscription fees (which fees
is for Customer's use of the AMCS Platform and receipt of support) and so your payment of such are unrelated to, and shall not be contingent upon, delivery of Professional Services. 6. dictate,
AMCS may distribute the estimated hours/days among different roles as business requirements provided the total estimated fee for the engagement, including fees for any executed agreed
change
upon
requests,
rates
are not exceeded. The hours/days above are only available at the specified and for the scope of Services set forth herein.

7. AMCS and the Customer expect the Services to commence within four to six (4 to 6) weeks. AMCS will advise the Customer if the commencement date is expected to be later than this.

3.3 Standard Professional Services Day Rates
Additional Professional Services can be purchase at 5315/hour.

3.4 General Terms
The Agreement (as defined below) and following terms apply to this proposal.

1. The Initial Term shall be five (5) years, subject the Agreement.

2. This Proposal is valid for thirty (30) days from the date hereof, after which it shall automatically and without notice, be rescinded.

3. All amounts to be invoiced in USD Dollars 5.

4. of
Fees
invoice.
quoted are net of any applicable taxes, taxes will be charged at the appropriate rate at date

5. Subscription Fees for each twelve (12) months of the Term will be first invoiced from the Effective Date of this Agreement each anniversary
(as defined in section 5 below) and annually thereafter prior to of the Effective Date.

6. Payment terms, net 30 days from date of invoice.

7. their
All Fees will be adjusted annually by 3%. If the pricing for incremental purchases differ, due to current
tier pricing, the new rate will be prorated to the renewal date and then blended with the rate.

8. As with the pricing of the Services set out this this Proposal, pricing for any incremental purchases during the Term of the Agreement will be adjusted annually, consumer
in accordance with the price index provision of the Agreement. If the pricing for incremental purchases with
differs, due to tier pricing, the new rate will be prorated to the renewal date and then blended the current rate. 21606

4. Acceptance
take
When
the
you choose the AMCS solution for your business, and accept the terms of this proposal, please following steps to initiate your order and schedule your project:
review this document in its entirety, including the Agreement. complete the Effective Date below, which should be the date of Customer's signature. sign this proposal in the signature block below and print the signatory's name underneath. applicable
Where used
to
herein "Agreement" means either: (i) your existing and signed agreement with AMCS that is agreement,
the products and services in this Proposal; or if you do not have a pre-existing signed (ii) this Proposal and the following terms and conditions (which are expressly included herein by this reference):

AMCS
SaaS:

General
Software as a Service, support and professional services shall be provided on the terms of Terms of Service which can be found at https://www.amcszroup.com/media/hk4mfq3f/220511
amcs general-terms-of-service canada.pdf usaACCEPTED THIS ("Effective Date")
or, if not dated, the date signed by Customer below
Agreement,
By signing this
which
Proposal Customer is deemed to have fully reviewed and accepted this Proposal and the terms shall be binding on Customer.

Read and agreed:

AMCS (as defined on the cover page hereof) CUSTOMER (as defined On the COVer page hereof) By:

By:

Date:

Date:
'laz, 607
Exhibit B - AMCS General Terms of Service
AMCS' GENERAL TERMS OF SERVICE (SaaS)
These AMCS' General Terms of Service ("GToS") govern Customer's use of and access to the Services. Customer is deemed tO haVe accepted theme GTOS,either by: (a) executing a Proposal Or a WOrk Order that references theme GTOS; Parties,
or, (b) Customer's use of or accessing any AMCS' Services. Unless otherwise specifically agreed in writing signed by the the Agreement constitutes the entire agreement between Customer and AMCS with respect to the Services specified in the Proposal and/or Work Order.

AMCS
AMCS
and
shall
Customer
supply and Customershall purchase the Services specified by AMCS in a Proposal and/or a Work Order. may each be referred to as a"Party" and together as the "Parties" to these GToS. I Term. The Term of the Services and these GToS will take effect on the Effective Date and continue during the Initial Term. Except as otherwise varied in a Proposal, the Services and these GToS will automatically renew for successive Extended Term(s) unless either party gives written notice to the other party not later than ninety (90) days before the expiration of the Initial Term or the relevant Extended Term, to terminate the Services at the end accordance
of the Initial
with
Term or relevant Extended Term, as the case may be, unless the Services are terminated earlier in these GToS. 2 Subscription

2.1 During the Term, and subject to these GToS, the: (a) Subscription Fees will entitle Customer, solely for Customer's internal business operations, a non-exclusive, non-transferable right to use, and permit Authorized Users to use, the Services, any Deliverables and the Documentation on and subject to these GToS; (b) Professional Services Fees will entitle Customer to receive any Implementation Services and, to purchase additional Professional Services on the terms agreed by the Parties in the Proposal or a Work Order, as applicable subject to the professional Services terms below; (c) if access to AMCS Academy is purchased under a Proposal payment of the AMCS Academy Subscription Fees will permit Customer, solely for Customer's internal business operations, to receive a non-exclusive, non-transferable right to use, and permit the Authorized Users to use, AMCS Academy content; and, (d) if AMCS' Telematics Device(s) and Telematics Services are purchased, payment of the Telematic Fees shall entitled Customer to receive the Telematics Services.

2.2 If a Proposal or a Work Order expressly states, or if subsequently agreed in writing signed by the Parties, that an Affiliate is authorized to use the Services purchased under the Agreement then all references to Customer in clause 2.1 shall include Affiliate. The grant to Affiliates herein is contingent always upon Customer retaining sole Affiliates
responsibility for making all purchases, remitting all payments to AMCS and for ensuring that Customer and all comply fully with the terms of the Agreement.

2.3 If Customer wishes to acquire any additional Services during the Term, such Services shall be specified in a Proposal issued by AMCS and signed by Customer and shall be subject to the terms of this Agreement. Where such Proposal is executed on a date other than an anniversary of the Effective Date, any applicable annual Fees shall be calculated and invoiced prorate from the date of the Proposal until the next anniversary of the Effective Date. In all subsequent years of the Term such additional annual Fees shall be payable in accordance with these GToS. This provision shall not apply to any Fees to be paid on a monthly or reimbursement basis.

2.4 AMCS will use commercially reasonable endeavors to make the Services available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned maintenance carried out during the maintenance window of AMCS
lO.OOpm to 2.00 am GMT; and, (b) unscheduled maintenance performed outside Hours of Coverage, provided that has used reasonable endeavors to give Customer at least six (6) hours notice in advance. 2.5 AMCS will also, at no additional cost to Customer, provide the Support Services during the Hours of Coverage in accordance with AMCS' Support Services Policy in effect at the time that the Services is provided. AMCS may amend the Support Services Policy in its sole and absolute discretion from time to time.

2.6 AMCS reserves the right to introduce new or enhanced features and functionalities to the AMCS Platforrmx and/or the Services. Support Services include the right to access such new versions of the Services purchased by 608
Customer but any assistance to unlock or configure such new functionality is not included in the Annual Subscription Fee(s) and, if requested by Customer, will be provided and charged as Professional Services. 2.7 AMCS shall provide Professional Services to Customer as may be agreed by the Parties from time to time and specified in a Proposal and/or a Work Order. All Professional Services shall be provided on the terms of this Agreement, which terms shall be varied only as stated in the applicable Proposal or a Work Order and only in relation to AMCS" provision of the Services specified therein. AMCS will use reasonable efforts to carry out the Professional Services as stated in a Proposal or Work Order, as applicable and, except as expressly stated in the Proposal or Work Order, Professional Services and the results thereof are provided on a time and materials basis and 'as is". 3 Services Access

3.I In relation to the Authorized Users, Customer undertakes that: (a) it will not allow or suffer a User Password to be used by more than one Authorized User unless it has first been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User will no longer have any right to access or use the Services; (b) it will promptly disable an Authorized User's account access to, and use of, the Services when such Authorized User ceases to require access to the Services; (c) each Authorized User will keep their User Password confidential and secure and shall regularly update their password, not more than sixty (60) days after last re- setting the password; (d) it will ensure that access to the Services by Authorized Users is appropriate at all times. This shall include approving, maintaining and removing access and User Passwords as required; and, (c) it shall implement logical access controls to provide reasonable assurance that unauthorized been
access to the Services is prevented and/or restricted. If Customer discovers that access and a User Password has will
issued to a person who is not an Authorized User, Customer will promptly disable access and the password of, and not issue a new User Password to, such person.

3.2 Customer will: (a) provide AMCS with all necessary timely co-operation and access in relation to these GToS the
and the Implementation Services, including relevant security access information and configuration services and, in event of any delays attributable to Customer, AMCS may adjust any timetable or delivery schedule as Agreement
reasonably necessary; (b) comply with all applicable laws and regulations with respect to its activities under this including the DPL; (c) ensure that the Services are used in accordance with these GToS and hold AMCS harmless for any acts or omissions by Customer, Affiliates (if any) as well as those of Customer's or Affiliate's and
contractors and agents; (d) ensure that its networks and systems comply with any specifications provided by AMCS will be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to AMCS' data centers and systems, and for any and all problems, conditions, delays, delivery failures and any other loss or damage arising from or relating to its network connections or telecommunications maintained
links or caused by traversing the internet; (c) be responsible for configuration and security settings that are by Customer's administrators and shall ensure that such settings are appropriate to Customer's security requirements; (f) ensure that the input of Customer Data into the Services considers those that have access to the Services to prevent any breaches of privacy or confidentiality; (g) obtain and maintain all necessary perform
licenses, consents, and permissions necessary for Customer and its contractors and agents, to use the Services and its obligations in accordance with these GToS; and, (h) use all reasonable endeavors to prevent any unauthorized
pnauthorized access to, or use of, the Services and/or the Documentation and, upon becoming aware of any such access or use, promptly notify AMCS.

3.3 Customer will not access, store, distribute or transmit any material, in its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (c) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or, (f) is otherwise illegal or causes damage or injury to any person or property; and AMCS reserve the right, without liability or prejudice to any other clause.
rights or obligations to Customer, to disable Customer's access to any material that breaches the provisions of this

3.4 Customer will not (and will not knowingly permit any third party), except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under these GToS Agreement; (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the AMCS Platforrnrx and/or Documentation (as applicable) in any form or media or by any means; (b) attempt to de-compile, reverse 2A 609
AMCS
compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platforrmx; (c) access all or any part of the Services and Documentation in order to build a product or service which competes with the AMCS Platforrmu, Services and/or the Documentation; (d) use of the Services and/or Documentation to provide services to third parties, to publish any benchmarking data, to license, sell, rent, Services
lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the and/or Documentation available to any third party except as expressly provided under these GToS; (e) provided
attempt to
for
obtain,
iri
or assist third parties in obtaining, access to the Services and/or Documentation, other than as these GToS; nor, (f) transmit any Virus(es) into the Services. 4 Charges and Payment

4.1 AMCS will invoice and Customer will pay the Fees as stated in the Proposal.

4.2 Where AMCS perform Professional Services, Professional Services Fees shall be invoiced by AMCS on a sosubsequent called time and material basis at the rates set out the Proposal unless such rates are expressly varied in a Proposal or addenda thereto.

4.3 All Fees under this Agreement: (a) will be payable in the Currency; (b) are non-cancellable and non-refundable; (c) relate to quantities purchased and cannot be decreased during the relevant Term; (c) are exclusive of value shall
added
be
or
paid
other
within
sales taxes, which will be added to AMCS' invoices at the appropriate rate required by law; and, (d) thirty (30) days from date ofinvoice (the "due date").

4.4 AMCS shall be entitled to make an annual adjustment to the Fees. The Fees shall be reviewed prior to each anniversary of the Effective Date during the Term. The adjustment, following such review, shall be the greater of (a) three percent (3%); or, (b) the applicable consumer price index. Such percentage increase shall be applied to the assessing
Fees with effect from the next anniversary of the Effective Date. The then Fees in any year shall be the basis of the adjustment for the subsequent year.

AMCS,

4.5 Should Customer have a bona fide dispute in respect of all or any part of any invoice(s) Customer will notify in writing and with sufficient details to allow AMCS to investigate, Business the nature of the dispute within ten (10) Days of its receipt of the invoice. Following any such notice, Customer will be entitled to withhold payment of the amount in dispute without interest but will promptly pay all undisputed amount(s) in accordance with possible
these GToS. The Parties will cooperate in good faith to resolve any such dispute as amicably and promptly as GToS.
and on settlement of the dispute Customer will make the appropriate payment in accordance with these

4.6 If AMCS has not received payment within fifteen (15) days after the due date, and without prejudice to any of
other rights and remedies of AMCS, it will be entitled to: (a) disable Customer's passwords and access to all or part the Services and AMCS will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and/or, (b) charge interest on a daily basis on such due amounts at the rate of one point five percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due and continuing until fully paid, whether before or after judgment. 5 Intellectual Property Rights

5.1 Customer will own all Intellectual Property Rights in and to all the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality thereof.

Documentation.

5.2 AMCS and/or its licensors own all Intellectual Property Rights in and to the Services, AMCS Platform'rx and AMCS reserves all rights to or in, any Intellectual Property Rights, and to any other rights or licenses not expressly granted herein.

5.3 To the extent that any modifications or improvements to the Services, AMCS Platforrmx or Documentation are Customer,
carried out under or in connection with these GToS and/or the Agreement, whether by AMCS alone or jointly with modifications,
all Intellectual Property Rights in and to the underlying ideas and in any resulting improvement or will be assigned to, will vest with and will be solely owned by AMCS. 6 DPL and Customer Data defined

6.1 Both parties will comply with all applicable requirements of the DPL. Customer will enter Personal Data (as by the DPL) onto the AMCS Platforrmu. To the extent that AMCS is a Processor of Personal Data (as defined by the DPL), it will process such Personal Data in accordance with the DPL and the DPA. For the purposes of the DPA and the Standard Contractual Clauses in Customer is the data exporter and Customer's acceptance of Clauses.
this Agreement shall be treated as Customer"s signature on and acceptance of the DPA and Standard Contractual 610
as

6.2 such
AMCS will follow its archiving procedures for Customer Data as set out in its Data Back-Up and Retention Policy document may be amended by AMCS in its sole discretion from time to time.

6.3 In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy will be for AMCS such
to use
Customer
reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of Policy.

Data maintained by AMCS in accordance with the archiving procedure described in its Back-Up

6.4 AMCS will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any maintenance
third party (except those third parties sub-contracted by AMCS to perform services related to Customer Data and backup). 7 Confidentiality
under

7.1 Each Party("Receiving Party") acknowledges that in the COurSeof performing the Services and/or its duties the Agreement, it may obtain Confidential Information from the other Party ("Disclosing Party"). 7.2 During the Term and thereafter, the Receiving Party will treat all Confidential Information as secret, confidential, and proprietary, and will not disclose or use the same without the prior written consent of the Disclosing Party, other obligations
than to the Receiving Party's employees and contractors on a need to know basis for the purpose of performing its hereunder, or as required by law. The Receiving Party will implement such procedures as it considers reasonably necessary to prevent the intentional or negligent disclosure to any third party of any Confidential employees
Information. Notwithstanding the foregoing, nothing herein will prevent the disclosure by the Receiving Party or its ofinformation that: (a) prior to its disclosure to the Receiving Party, was of general public knowledge; (b) becomes, subsequent to its disclosure to the Receiving Party, a matter of general public knowledge other than Disclosing
as a consequence of a breach by the Receiving Party of any obligation under these GToS; (c) is made public by the Receiving
Party; or, (d) is received in good faith from a third party having the right to disclose it, who, to the obligation
Party's knowledge, did not obtain such information from the Disclosing Party and who imposes no of secrecy on the Receiving Party with respect to such information. 8 Warranties and Disclaimers

8.1 Customer warrants that any Customer Data inputted to the AMCS Platform'rware:
are
(a) owned by Customer or
material,
provided with the express consent from the third party holding any Intellectual Property Rights in or over such Intellectual
or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by privacy,
Property Rights; and, (b) do not breach the rights of any person or entity, including rights of publicity, or under applicable DPL and are not defamatory.

8.2 responsibility
Customer is solely responsible for determining the suitability of the Services for its use. Customer assumes sole for results obtained from the use of the Services and the Documentation by Customer, and for conclusions drawn from such use. AMCS will have no liability for any damage caused by errors or omissions in any information, actions
instructions or scripts provided to AMCS by Customer in connection with the Services, or for any taken by AMCS at Customer's direction.

8.3 THE SERVICESAND DOCUMENTATION ARE PROVIDED BYAMCS 'AS IS'.

8.4 BE
NOTWITHSTANDING CLAUSE 2.4, AMCS DOES NOT WARRANT THAT CUSTOMER"S USE OF THE SERVICES WILL UNINTERRUPTED OR ERROR-FREE.

8.5 ALL WARRANTIES, REPRESENTATIONS,CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLESTEXTENTPERMITTED BYAPPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT. 9Limitation of Liability
that

9.1 Nothing
Party's
contained in this clause 9 will limit: (a) either Party's liability for death or personal injury resulting from breach
negligence; (b) either Party's liability for fraud or breach of clause 7; or, (c) Customer's liability for of Customer's payment obligations and clauses 3; 5.2 and 5.3.

9.2 Subject to clause 9.1, neither Party will be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for: (a) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings); (b) any loss of goodwill or reputation; or, (c) any special or indirect or consequential losses in any case, whether or not such losses were within the contemplation of the Parties at the Agreement.
date of this Agreement or were suffered or incurred by either Party arising out of or in connection with this 2(0 611

9.3 Subject to clause 9.1, AMCS" total aggregate liability in contract, statutory duty), misrepresentation
tort (including negligence or breach of
with the performance
(whether innocent or negligent), restitution or otherwise, arising in connection period (the first
or contemplated performance of this Agreement will be limited in any twelve (12) month the Subscription
of
Fees
which will commence on the Effective Date and subsequently on each anniversary thereof) to 10 Termination
paid to AMCS in respect of the twelve (12) month period in which the claim arose.

10.1 the event
Either
that
Party
the
may
other
immediately
Party:
terminate this Agreement, and Customer's access to the Services, at any time in (b) commits a material
(a) commits a material breach of this Agreement which is not capable of remedy; a period of thirty (30)
breach of this Agreement which is capable of remedy and fails to remedy that breach within Customer is in breach
days after being notified in writing to do so, save that the period shall be ten (10) days where benefit of creditors, or
of its payment obligations hereunder; (c) makes any assignment of assets or business for the adjudged in any legal
if a trustee or receiver is appointed to administer or conduct its business or affairs, or if it is proceeding to be either a voluntary or involuntary bankruptcy. 10.2 termination,
Termination of this Agreement will not affect the Parties" rights and remedies that have accrued as at before the date
including
of
the right to claim damages in respect of any breach of this Agreement which existed at or termination.

10.3 electronic
In the
copy
event
of
this
the
Agreement
Customer
expires or terminates for any reason Customer may request AMCS provide an Customer, AMCS
Data in flat files, human readable format, without charge. If requested by scope and price to
can
be
provide Customer with Professional Services to retrieve Customer Data in other formats at a agreed. 11 10.4
Force
The following
Majeure
clauses will survive any termination of this Agreement: 4, 5, 6, 7, 8, 9, 13, 14, 15 and 18.

11.1 Neither Party will have any liability to the other Party under this Agreement in, performing its obligations if it is prevented from, or delayed accidents beyond
under this Agreement, or from carrying on its business, by acts, events, omissions or industrial disputes
its reasonable control, including strikes, lock-outs or other industrial disputes (excluding any any law or regulation,
involving its own workforce), act of God, war, riot, terrorism civil commotion, compliance with the Force Majeure Event
fire, flood or storm (each a "Force Majeure Event"), provided that: (a) a Party affected by ("Delayed Party"),
("Affected Party") is notified by the Party experiencing the Force Majeure Event mitigate, overcome
including its expected duration; and, (b) the Delayed Party uses all reasonable endeavors to performance
or minimize the effects of the Force Majeure Event; and that if the period of delay or non- (10) Business
continues
Days" written
for thirty (30) days or more, the Affected Party may terminate this Agreement by giving ten notice to the Delayed Party. 12 Notices

12.1 12.2 Any
Normal
notice
communications between the Parties in respect of commercial matters will be conducted by email.

Agreement
or other communication required to be given to a Party under or in connection with this paid registered
(such
post
as a termination notice or the like) will be in writing and will be delivered by hand or sent by prebusiness as set out above. or other next working day delivery service providing proof of delivery, at its principal place of 12,3
delivery
Any
receipt
notice
or
or communication will be deemed to have been received if delivered by hand, on signature of a Business Day
at the time the notice is left at the proper address, or otherwise at 9.00 am on the second after posting or at the time recorded by the delivery service. 12.4 applicable,
This clause
any arbitration
does not apply to the service of any proceedings or other documents in any legal action or, where include e-mail.
or other method of dispute resolution. For the purposes of this clause, "writing' will not 13 Review of Usage

13.I
(be
Customer shall monitor its own usage of the Services and if at any time the Services then in use by Customer within
it based
the Services)
on the number of users, the number of units in use and/or the turnover and/or tonnage processed seek a quotation
exceeds that which Customer has then purchased Customer will promptly contact AMCS to for, and will purchase, remainder of the
the additional Services required, each such purchase shall be for the purchase period of
Initial
twelve
Term or the then applicable Extended Term but shall be subject always to a minimum (12) months.

13.2 remotely
With
review
prior written
Customer's
notice (which notice may include email communication) AMCS shall have the right to use of the Services and compliance with the terms of this Agreement. AMCS shall bear 2-'1 612
the expense of any such review. AMCS shall treat as confidential any
information all information gained as a result of such review and shall only use or disclose such information as required by law or to enforce its rights under this Agreement.

13.3 If AMCS discovers that Customer's use of the Services exceeds the level then purchased AMCS shall invoice, and Customer will remit to AMCS, the underpaid Fees due to AMCS for such use subject to a minimum purchase Service
period of twelve (12) months. Where used in this provision, "the underpaid Fees" means the Fees stated for a or product in the Proposal together with any Fee increases applicable under clause 4.4. 13.4 The Services utilize automated systems that continually monitor its availability and usage. The provisions of this clause 13 shall survive the termination of this Agreement. 14 Dispute resolution

14.1 Any dispute or claim arising out of or in connection with this Agreement (unless otherwise set forth herein) shall in the first instance be resolved as follows: (a) for a period of thirty (30) days after a dispute arises the (b)
respective appropriate officers of the Parties shall negotiate in good faith in an effort to resolve the dispute; and by Alternative
if the dispute has not been resolved at the close of such thirty (30) day period, the matter shall be finally settled Dispute Resolution ("ADR") in accordance with the provisions set forth herein. 14.2 If the dispute has not been resolved then on the written request of any party it can be referred to an independent mediator, the identity of whom shall be agreed between the parties. In the event the mediator cannot be agreed by the parties within fourteen (14) days of one party's written request to appoint a mediator, the office mediator
of the International Centre for Dispute Resolution ("ICDR") in the Country shall appoint a single independent in accordance with the rules of the ICDR.

14.3 within
The costs of ADR shall be shared equally, ADR shall take place in the Country and in English. In the event that a period of sixty (60) days of the appointment of a mediator, the mediator is unable to resolve the dispute, the parties may submit the matter to the non-exclusive jurisdiction of the courts of the Country. 15 Assignment

15.1 AMCS may assign, novate or otherwise dispose of any or all of its rights and obligations under this Agreement and
and any associated third-party licenses to any of AMCS's affiliates or a successor by merger or an acquirer of assets to any other person without the prior written consent of Customer.

15.2 Customer may not at any time assign, novate or deal in any other manner with any of its rights and delayed
obligations under this Agreement without the prior written consent of AMCS, such consent not to be unreasonably or withheld. 16 General

16.1 daily
Nothing
activities
in this GToS or the Agreement will be construed to give any Party the power to direct or control the of another Party, or to constitute the Parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. 16.2 which
The
the
remedies
Party may
of the Parties under the Agreement are cumulative and will not exclude any other remedies to be lawfully entitled.

16.3 The failure of any Party to insist on strict performance of a covenant hereunder or of any obligation hereunder will not be a waiver of such Party's right to demand strict compliance therewith in the future. 16.4 In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, or
is held to be invalid or unenforceable, such invalidity or unenforceability will not affect the validity word
enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or in any other circumstances.

16.5 AMCS may periodically modify these GToS, for example to reflect changes to applicable laws, to AMCS" terms, to the Services, etc. Customer should review these GToS regularly. AMCS will post notice of updated versions of these access
GToS on the AMCS' web portal which is available to all Authorized Users. Customer's continuing use of, or to, the Services following AMCS" publication of any updated version of the GToS after such revised GToS GToS.
enters into effect, shall be conclusive evidence that Customer has reviewed and agreed to be bound by the revised 17 Entire Agreement

17.1 This Agreement constitutes the entire agreement between the Parties and supersedes all previous discussions, 613
subject
correspondence,
matter.
negotiations, arrangements, understandings and agreements between them relating to its

17.2 Each Party acknowledges that in entering into this Agreement respect of, any representation
it does not rely on, and will have no remedies in or warranty (whether made innocently or negligently) Agreement. that is not set out in this

17.3 Nothing in this clause will limit or exclude any liability for fraud.

17.4 signed
No
on
alteration
behalf of
to or variation of this Agreement will take effect unless and until the same is in writing and each of the Parties by a duly authorized representative. 18 AMCS, Currency, Law and jurisdiction

18.1 The Currency, the AMCS party with which Customer is contracting, provisions, that will
the law, exclusive of its choice of law
or lawsuit is determined
apply in any dispute or lawsuit and the courts with exclusive jurisdiction over any such dispute by the Country based on the following:

If Country is:

Currency
AMCS means
means
I USD
j
iAMCSGROUPINC.withitsprincipal i place of business at 179 Lincoln Street, Boston, MA 02111
USA
Governing Law and courts having
exclusive 3urisdiction are:

Massachusetts law, with the courts of
Boston, Massachusetts having jurisdiction
Canada CAD
AMCS CANADA INC. with its registered
office at 485 Pinebuch Road, Suite 302,
Cambridge ON Canada NIT 046
The laws of the Province of Ontario, with
the courts of Ontario, Canada having
jurisdiction
19 Definitions

19.1 The definitions and rules of interpretation in this clause apply to these GToS. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" for purposes of this definition, means direct or indirect ownership or control of more than fifty (50%) of the voting interests of the subject entity; "Agreement"
document(s)
these GToStogether with any associated Proposal and/or Work Order as well as all referenced therein; "AMCS" shall have the meaning specified in clause 17 above; "AMCS Asset Maintenance Services"
technology that automates and provides reports around the real-time control and administration of vehicle fleets; "AMCS Platformru" AMCS proprietary platform from which the Services are made available; "AMCS Solution" the applicable services specified on a Proposal; "AMCS
and all related
Telematics
documentation
Device" the hardware product, together with all Firmware therein (in object code form only) (printed or electronic), data, and other materials provided therewith; "Annual Subscription Fees" the annual subscription fees payable by Customer in a Proposal; to AMCS for the Services, as set out "Asset Maintenance Fees" the fees payable by Customer
purchased, which
to AMCS for any AMCS Asset Maintenance Services, if fees shall be charged at the rates specified in the Proposal; "Authorized
the Services
User" each employee or contractor of Customer authorized by Customer to access and use by Customer in accordance with the Agreement (collectively the "Authorized Users"); "Business
open for business;
Day" a day other than a Saturday, Sunday or public holiday in the Country when its banks are "Confidential Information" all documentation, technical information, software, business information, pricing of feedback, the Services, reports issued from the Services, trade secrets or know how or other materials of a confidential nature disclosed by one Party to the other Party and in connection with these GToS; 2,o\
614
"Country" means the country where Customer is situate, as country is specified in the Customer's address set out in the Proposal; "Currency" shall have the meaning specified in clause 17 above; "Customer" the party (company or legal entity) entering into this Agreement either by its use of, or access to, the Services and/or signing a Proposal;
"Customer Data" the data entered into the Services by or on behalf of Customer; "Documentation" any document(s) made available to Customer by AMCS online via AMCS' website or such other web address notified by AMCS to Customer from time to time and all materials provided by AMCS, directly or indirectly, to Customer containing a description of, and the user instructions for, the Services as well as information about AMCS" Intellectual Property Rights and/or the Services, including but not limited to usage instructions, videos, online materials, writings, drawings, graphs, charts, photographs and other data compilations in any media whatsoever; "Data Processing Addendum" or "DPA"
the terms on which Customer authorizes AMCS, and AMCS undertakes, to process Personal Data to provide the Services, which DPA is set out at Schedule 3 hereto and is incorporated into the Agreement by this reference; "Data Protection Legislation" or "DPL" (a) the General Data Protection Regulation (EU 2016/679) and the Data Protection Act 2018 and any amendments thereto; and, (b) the terms " Controller", "Processor", "Data Subject", "Personal Data" and "processing" when used in this Agreement will have the meanings set out in the DPL; "Effective Date" that date specified in the Proposal (if no date is specified, the Effective Date shall be the date the Proposal is last signed or accepted by any 'click to accept" process by Customer); "Extended Term" each successive period of one (1) year; "Fees" a collective term for the Subscription Fees, the Professional Services Fees and any other fees due from Customer to AMCS under a Proposal and/or these GToS; "Hours of Coverage" between the hours of 07:00 to 20:00 EST on a Business Day in the Country; "Implementation Services" the implementation services described in the Proposal and/or a Work Order; "Initial Term" five (5) years from the Effective Date, unless expressly varied in a Proposal; "Intellectual Property Rights" any and all intellectual property rights of any nature, whether registered, registerable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights that subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures and advertising literature, including the "look and feel" of any websites, and in each case all rights and forms of the
protection
world,
of a similar nature or having equivalent or similar effect to any of these that may subsist anywhere in in each case for their full term, together with any future rights and renewals or extensions; "Professional Services" any consulting, Implementation and/or training services set out in the Proposal, Proposal or a Work Order and provided in accordance with the terms set out at Schedule 2 hereto and is incorporated into the Agreement by this reference; "Professional Services Fees" the fees payable by Customer to AMCS for any Professional Services, which fees shall be charged at the rates specified in the Proposal, unless varied in a subsequent Proposal or any addenda thereto; "Proposal" means any written document (which may be computer generated and could be referred to as, without limitation, an offer, an order form, a quotation, a proposal or some other designation) issued by AMCS to, and accepted by, Customer setting out the commercial and any other terms on which the AMCS" Services specified therein are offered to Customer; "Schedule" any schedule referenced in the Proposal and/or these GToS; "Services" a collective term for AMCS' provision of the AMCS Platforrmx, AMCS Solution, Implementation Services, Professional Services, Support Services and such other services as are agreed between the Parties either in a Proposal, a Proposal, a Work Order or as otherwise agreed in writing signed by the Parties; gC)
615
"Standard Contractual Clauses" or "SCC"
those standard contractual clauses published under the General Data Protection Regulation (GDPR) setting out the minimum required terms for the transfers of personal data to European Union and non-European Union countries, which terms are set out as a Schedule to the Data Processing Addendum; "Support Services" AMCS" standard customer support services to be provided by AMCS to Customer on the terms of the Support Services Policy; "Support Services Policy" the terms on which AMCS will provide Support Services to Customer, which terms are set out at Schedule 1 hereto and is incorporated into the Agreement by this reference; "Telematics Fees" the fees payable by Customer to AMCS for any Telematics Services, if purchased, which fees shall be charged at the rates specified in the Proposal; "Telematics Services" the right to use the AMCS Telematics Device to collect data and to access, through a web-based portal, the performance metrics collected, and provided in accordance with the terms of use, as provided in the Proposal; "Term" the Initial Term and any Extended Term;
"User Password" any encryption key(s), certificate(s), password(s), access code(s), user ID(s) or other login information provided to or used by Customer to enable Authorized Users to access and use the Services and the Documentation in accordance with this Agreement; "Virus" anything or any device (including any software, code, file or program) which may:
prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; "Vision AI Fees" the fees payable by Customer to AMCS for Vision AI Services, if purchased, which fees shall be charged at the rates specified in the Proposal; "Vision At Services" hardware and software technology that leverages advanced At machine learning and cameras to detect images within a continuous video of service events; "Work Order" a written record, signed by the Parties, setting out the terms on which Customer and AMCS agree that AMCS shall provide Professional Services to Customer.

19.2 Unless the context otherwise requires, words in the singular will include the plural and in the plural will include the singular. A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time. Any phrase introduced by the words including, includes, in particular, or for example, or any similar phrase, will be construed as illustrative and will not limit the generality of the related general words. References to clauses and schedules are to the clauses and schedules of these GToS. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

19.3 If there is an inconsistency between any of the provisions in these GToS and the Proposal, the provisions of the Proposal will prevail.

SCHEDULE I

SUPPORT SERVICES POLICY

I SERVICES

1.1 In consideration of and subject to Customer's payment of the Subscription Fees, AMCS will during the Term provide the Support Services in accordance with the Agreement and this Support Services Policy. For clarity, Support Services do not include or replace Professional Services.

1.2 AMCS will provide Support Services for all Support Cases during the Hours of Coverage. Support Cases can be logged by Super Users 24/7/365 through the Customer Support Portal.

1.3 AMCS undertakes automated monitoring of the AMCS Platforrmv and will promptly address any system down isSueSidentified by such monitoring, even if outside of the Hours of Coverage. 2 DEFINITIONS

2.1 "Customer Support Portal" means AMCS' on-line portal (https://www.amcsgroup.com/company/zlobalcustomersupport/) through which Customer can submit Support Case(s). 616
behalf

2.2 "Super
of Customer.

User" means an Authorized User who is also authorized by Customer to submit Support Case(s) on

2.3 "Support Case" means an incident reported by a Super user to AMCS requesting Support Services assistance. 2.4 "Support Services" means provision of AMCS" standard support, break fix and update services (and shall not include any Premium Services, Customer requests or change requests). 3 LOGGING A SUPPORT CASE

3.1 Super Users may log Support Cases through the Customer Support Portal.

3.2 For PI Priority Code Support Cases only: Super Users may also submit any Pl Priority Code Support Case by Coverage
telephone through the AMCS customer support helpdesk. For any Pl Support Case fogged during the Hours of lowered.

AMCSwill work on a 'work to completion" basisor, until a work-around is provided and/or the priority is 4 PRIORITY
'evels

4.1 The impact identified by the Customer when logging a Support Case will determine which of the following of priority "Priority Code(s)") will apply.

Priority
Code
Description
PI Critical - The problem is irnpading the majority of Users and/or Customer's clierits, the Services (or significant Services funcUonaiity) is unavailable with no work around curreritly available.

P2 High - The problem is causing a serious business impact, impacting a sigmficant number of Users and/or Customer's clients, perFoyrnance and/or functionality ofthe Services is significantly degraded arid there is no acceptable workaround currently available. P3 Moderate-The prohlerra is impactirig only a srraall number of Users and7or Customer's cl'ients and is causing only a minor business impact or is more serious but there is an acceptable workaround currently available

4.2 Support Case Priority Codes may be adjusted at any time, depending upon impact to Customer. 5 TARGET RESPONSE TIME Cases

5.1 Based on the Priority Code for the Support Case AMCS will respond to and commence work to resolve Support :ire
within
measured
the response
within
time stated below ("Target Response Time"). Save for Pl Priority Calls, Target Response Times the Hours of Coverage.

Priority
Code Description Target Response Tjnie
PI Critica! i Hour
P2 High 4 HOurS
P3 Medrur'rx 16 Hours

3.2 0nce work to resolve the Support Case is commenced in accordance with the applicable Response Service Level set forth of
above, AMCS will work diligently and continuously (24x7x365 for Pi Priority Code Support Cases, and during Hours resolved.

Coverage for all other Support Cases) until a work around for the Support Case is provided or the Support Case is

5.3 Customer acknowledges that AMCS" ability to work continuously may be contingent upon AMCS" receipt of responses and/or feedback from Customer and that resolution of a Support Case may be delayed if Customer's response(s) and/or feedback are not provided in a timely manner. 6 SUPPORT CASE PROCEDURE
617
whereupon

6.1 All Pl Priority Code Support Cases will be on a 'work to completion" basis or until a work-around is provided, the Priority Code will be lowered.

Support

6.2 Super
Case
User shall provide a sufficiently comprehensive and clear description of the problem when submitting a including, screenshots where
to the extent applicable, details of the steps to reproduce the problem and copies of appropriate.

6.3 Customer will provide timely responses to all reasonable requests for additional Support Case. Delays information in relation to the in providing requested additional information may delay the Support Case resolution timeline. applicable

6.4 0nce the Support Case has been received, AMCS will confirm receipt and commence work in line with the the Customer
Target
Support
Response Time set forth in the table above. The most efficient way to submit or raise a case is via Portal. If a Support Case is raised via telephone, each resolution) then AMCS will enter the Support Case (and into the Customer Support Portal. progression

6.5 AMCS will investigate each Support Case in order of Priority Code and provide Customer event resolution path in accordance with the Priority Codes table above via the Customer Support Portal.

6.7 6.6 At any time, Customer can check the current status of a Support Case through AMCS' Customer Support Portal. in response
If the resolution option(s) are not immediately apparent AMCS will provide the Customer with a plan of action appropriate
to the Support Case. Such plan of action will include a description of the required activities and assign communicate
responsibilities and timescales for each activity. In addition, but for PI Priority Cases only, AMCS will the plan of action to the Customer orally in the first instance.

Customer

6.8 AMCS will
Support
keep Customer apprised of the status versus plan of action for each open Support Case via the Portal.

6.9 Closing a Support Case:
final

6.9.I If a Support Case is closed because it has been successfully resolved, AMCS will provide a description of the solution to Customer within the Customer Support Portal. issue

6.9.2 If a Support Case has not been successfully resolved, then AMCS will not close the Support Case unless the whether
is shown
Customer
to be outside of AMCS' responsibility in which case AMCS may close the Support Case irrespective of deems the issue is resolved. inform

6.9.3 If Customer considers that a Support Case has incorrectly been deemed closed by AMCS, Customer shall Case.

AMCS and provide a brief description of the outstanding issue(s), in which case AMCS will reopen the Support Coverage.

6.10 AMCS will use reasonable endeavors to have local language speaker(s) available during the Hours of But, unless otherwise stated in the Agreement, and Customer will be English.
the primary language of communications between AMCS
7 UPTIME
with

7.1 AMCS
its
will use all reasonable efforts to ensure that the Services are available and functioning in accordance specifications for the Uptime.

Uptime

7.2 "Uptime" means that the Services shall be available for ninety-nine point nine percent (99.9%) per annum. are available
is calculated monthly by dividing the number of minutes in the applicable month during which the Services and functioning properly by the total number of minutes in such month.

7.3.1 7.3 Uptime shall exclude any period of time that the Services are not available for any of the following reasons:
system
AMCS is performing scheduled system upgrades, enhancements or routine maintenance. The timing of 13pgrades etc will be coordinated with Customer for appropriate scheduling; 7,3.2 problems caused by defects in Customer Data as uploaded to the AMCS Platform'rx by Customer; 7.3.3 events of Force Majeure;

7.3.4 Customer's inability to access the internet that is not caused by AMCS;

7.3.5 suspension of Customer's access to the Services in accordance with the terms of the Agreement; followed;
7,3.6 problems caused by Customer's or User's use of the Services where the defined business process is not 618

7.3.7 problems arising from Customer's third-party software or applications including any ISPproblems; 7.3.8 problems caused by hardware provided by Customer;

7.4 Business Continuity: AMCS provides an in-built disaster recovery plan with a guaranteed RPO of five (5) minutes and an RTO target of two (2) hours. Where used in this section: "RTO" or Recovery Time Objective means time
the time
to which
taken to reinstate the Service from time of failure; and, "RPO" or Recovery Point Objective is the point in the Service will be recovered.

7.5 Backups: Databases are deployed with a thirty-five (35) day point-in-time restore capability. This ensures a snapshot of the database can be retrieved from any point over the preceding thirty-five (35) days. Long term backup retention is in place where backups are stored for up to ten (20) years.

7.6 Archiving: The extraction of specified Customer Data from the main database and placing it in an archive for future Customer access. The Customer Data to be archived along with the archiving strategy and the retention periods will all be agreed with Customer as part of the Implementation process.

7.7 Uptime Availability: AMCS implement Availability Tests to verify Uptime. Such Availability Tests continuously test the health of each environment across multiple geographic locations. Availability Tests are currently automatically conducted every five (5) minutes, mirroring that currently available from Microsoft. If Microsoft Availability
increase the frequency of the Availability Tests AMCS shall apply the such same increased frequency to the Tests.

7.7.1 "Availability Tests" means the URL ping test and the multi-step web test, the Diagnostic Checks and the Regression Tests:
and,

7.7.2 "Diagnostic Checks" review the following Connectivity: between web and data layer, to any required API's, to the Reports API and Server as well as version number verification between web and database components. 7.7.3 "Regression Tests" verify that a user can: log into the application, log in to the customer portal, navigate to at
each area of the application, can perform a customer search and, if applicable, that a user can view jobs scheduled a weighbridge and/or scalehouse.
8 EXCLUSIONS
delayed

8.1 AMCS will have no obligation to provide Support Services in connection with any Support Case caused or by:

8.1.1 Customer"s use of the Services other than in accordance with the terms of this Agreement; 8.1.2 Customer's failure, inability or refusal to allow AMCS" Support Services personnel proper and uninterrupted access to the Services;

8.1.3 software or malware that has affected the customers infrastructure; omission

8.1.4 any
of
defect
AMCS;
or malfunction of the Customer's network systems and/or internet that is not due to any act or trained

8.1.5 use of the Services by any personnel of the Customer who have not been adequately and/or appropriately in its use; Customer

8.1.6 Customer's refusal to allow the implementation of any bug fixes or updates previously provided by AMCS to unless a reasonable objection to such implementation has been identified by Customer and accepted by AMCS; Support

8.1.7 the correction of any fault or problem which is not reported by the Customer to AMCS in accordance with the Case procedure; and/or,

8.1.8 either Party being subject to a Force Majeure event. 9 MISCELIANEOUS
written

9.1 If resolution of a Support Case requires a change to the AMCS Platformru and/or the Services AMCS will obtain authorization (which may include email) to proceed from Customer. AMCS will test any new solution prior to release to Customer.

9.2 AMCS shall, through the Customer Support Portal, provide access to key business metrics including application performance, Services uptime, backlog, individual Support Case status etc.

9.3 The periodic management and performance review process and schedule will be tailored to Customer's Customer.
requirements. Such process and schedule will be finalized during the Implementation process and on-boarding of 3"t
619

9.4 Customer and AMCS may periodically review Support Cases undertaken by AMCS to identify if additional Customer training is required or whether Services changes would prevent similar problems occurring. 9.5 AMCS may, in its discretion, investigate the root cause of a Support Cases issue and if, as a result of such investigation, AMCS determine that the issue is due to a factor outside the control of AMCS then AMCS shall be entitled to recover from Customer the cost of such investigation at the quoted Professional Services rates. 9.6 Whilst Customer is encouraged to log requests for enhancements or significant changes to the Services, which are not relating to a defect or inherent error in the Services, or to request Professional Services, such requests are excluded from Support Services. If Customer wishes AMCS to provide such requested enhancements or changes, or to provide Professional Services, these will be delivered separately, as Professional Services, subject to the providing
Parties first agreeing the parameters of the work required by Customer and the cost to be charged by AMCS in the same.

9.7 Any Professional Services purchased by Customer shall be provided on the Professional Services terms set out in this Agreement.

9.8 AMCS provide Support Services for only the then current version of the Services and one (1) prior release. 10 ESCALATION PROCEDURE

10.I
=scalate
If the Customer is concerned that a request for Services has not been met as set out above, Customer may the issue through the following levels of AMCS" organization:

Levea I Support Team Lead ori-cafl
Level 2 Support Manager on-cai
Levei3 Regienal Head of Custorrber Support

10.2 Contact details for the above shall be provided to Customer during the on-boarding process.

SCHEDULE 2

PROFESSIONAL SERVICES

1. Proposal.

Customer has agreed to purchase the Professional Services for Implementation Services as detailed in the outsource
Customer may
Professional
purchase additional Professional Services from AMCS during the Term. AMCS reserve the right to Services. required

2. Unless otherwise stated in a Proposal or Work Order, implementation and/orinstallation are not included. If by Customer, these will be provided as Professional Services on a time and material basis. allow

3. Requests for Professional Services shall be made to AMCS in writing, including such information as is required to AMCS to consider, quantify and cost such Professional Services request. Where agreed, Professional Services shall be detailed in a Proposal or Work Order, including an estimate of the time and cost of providing such Customer
Professional Services. If AMCS decline a request for Professional Services AMCS shall provide written notice to advising that the Professional Services are not agreed and provide the reason(s) for such non- agreement. Customer may accept AMCS" Proposal or Work Order, as applicable, by signing and returning the shall
Proposal
be deemed
or Work Order to AMCS within ten (10) working days of receipt, failing which the Proposal or Work Order withdrawn.

4. Professional Services are provided based on the following assumptions: (i) Customer will leverage the standard AMCS product workflows, printed outputs, templates and reports; (ii) Customer will accept and adopt AMCS' best practice business process recommendations and strive to adopt the default AMCS configurations; (iii) modifications to best practices will be limited to compliance with government or regulatory requirements; (iv) project and "Hypercare' duration will be fixed periods, as stated in the Proposal; and, (v) training will be based on a 'Train the Trainer' model, wherein Customer will be responsible for training its end users.

Manager,

5. Success of a Professional Services project is dependent upon Customer: (i) appointing a designated Project with an alternate, for the duration of the project; (ii) providing appropriate project resources, as identified during the plan phase of the project; (iii) providing timely data evaluation, to avoid pro3ect testing 620
delays; (iv) providing timely review and sign-off of deliverables documents; (v) making timely decisions, so as to adhere to the agreed project schedule; (vi) achieving timely completion of data cleansing and provision to AMCS in the agreed format; (vii) undertaking acceptance and performance testing of the in-scope tasks in a timely manner; (viii) taking responsibility for provision of, and documenting, the test scenario's applicable to Customer's business needs and ensuring that comprehensive coverage for UAT is provided; (ix) attending and participating in design, planning and other agreed workshops; (x) performinB all Customer tasks in accordance with the agreed project facilities,
schedule;
as
(xi)
required.
promptly providin@ AMCS with appropriate access to Customer's existing systems, environments and

6. If a Change Request arises the Parties will discuss its implications, following which AMCS will provide a written proposal to Customer including details of the impact of the Charige Request to the price, timeline and scope of the project. Unless Customer accepts such Change Request proposal within ten (10) working days (which acceptance may be by email) Customer will be deemed to have rejected the Change Request proposal. If the Change Request proposal rejected by Customer relates to a Customer initiated Change Request, the project shall continue upon the existing scope and timeline. If the Change Request proposal rejected by Customer relates to circumstances beyond the control of the Parties and AMCS is unable to continue the project within the existing price, timeline and scope then AMCS will pause the project until an acceptable compromise is reached by the Parties. Each Change Request proposal agreed between Customer and AMCS shall form part of this Agreement. Where used herein a"Change Request" means any change to the scope or timeline of a project whether arising from a Customer request for changes or due to circumstances beyond the control of the Parties.

7. Professional Services within a Proposal or a Work Order are an estimate, actual costs may vary. 8. AMCS shall invoice Professional Services monthly in arrears.

9. On-site Professional Services are provided between 9:00am and 5:00pm at Customer's site, excluding weekends and public holidays ("local hours"). If requested by Customer, work performed or travel required outside of local hours whether on-site or remotely will be invoiced at one point five (1.5) times the standard Professional Services rates. Work performed or travel required at weekends or during public holidays will be invoiced at two (2) times the standard Professional Services rates.

10. employee.

Professional Services provided remotely will be provided during the local office hours of the assigned AMCS

11. materials
AMCS will use reasonable efforts to carry out the Professional Services which are provided on a time and basis and "as is".

12. Professional Services do not include expenses, Customer shall reimburse AMCS for any reasonable and properly incurred out of pocket expenses relating to AMCS' provision of Professional Services which may include travel time to and from Customer's site, lodging, meals, telephone, and shipping, as may be necessary in connection with performance of the Professional Services duties under this Agreement by AMCS. 13. If Customer makes any changes to, postponement or cancellation of, Professional Services after the AMCS has arranged travel will result in a charge to Customer of one hundred percent (100%) of the travel costs and fifty percent (50%) of the personnel costs.

SCHEDULE 3

DATA PROCESSING AGREEMENT
1 Definitions
"AMCS Companies" means Advanced Manufacturing Control Systems Limited and any corporation more than fifty percent (50%) owned by Advanced Manufacturing Control Systems Limited provided such corporation is resident within the European Economic Area; "Data Protection Legislation" means:
(a) the General Data Protection Regulation ((EU) 2016/679) ("GDPR"), the Data Protection Act 2018 and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in AMCS's jurisdiction; and (b) the terms "Data Controller", "Data Processor", "Data Subject", "Personal Data" and "processing" when used in this Agreement will have the meanings set out in the Data Protection Legislation. "Product(s)" means AMCS' product(s) supplied (either as a cloud based product or 621
delivered as an on-premise product where applicable) to Customer under the terms of the Agreement. "Purposes" means those listed in Annex 1.
"Services" means (i) where the Product(s) are provided and operate in the cloud, any automated processing by the Product(s) and AMCS" provision of support services and/or professional services or (ii) where the Products are provided and operate on-premise, AMCS' provision of support services and/or professional services, and as each are more specifically described and defined in the Agreement. "Third Party Processors" means those third parties listed in Annex 1 and any that Customer subsequently consents to, in writing.
2 Effect of Addendum

2.1 To the extent that the Agreement contains any terms or conditions concerning Data Protection Legislation, this Addendum replaces any such terms or conditions.

2.2 This Addendum constitutes an amendment to the Agreement in accordance with its terms and forms a part of it. All other provisions of the Agreement shall remain in full force and effect. 3 Data Protection

3.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation.

3.2 The Parties acknowledge that for the purposes of the Data Protection Legislation: (i) where the Product(s) are provided and operate in the cloud, Customer is the Data Controller and AMCS is the Data Processor and (ii) where the Product(s) are provided and operate on-premise, Customer is both Data Controller and Data Processor, whilst AMCS is the Data Processor to the extent Customer seeks the Services.

3.3 Customer authorizes AMCS to process Personal Data to provide the Services in accordance with the Agreement and Annex 1 hereto and AMCS shall process Personal Data for such purposes in compliance with Data Protection Legislation.

3.4 Without prejudice to the generality of clause 3.1, AMCS will, in relation to any Personal Data processed in connection with the performance by AMCS of its Services obligations under the Agreement:

3.4.1 process that Personal Data for the Purposes, only in accordance with the terms of the Agreement and any written instructions of the Data Controller;

3.4.2 if AMCS is required by the laws of any member state of the European Union or by the laws of the European Union applicable to AMCS ("Applicable Laws") to process such Personal Data for other purposes, promptly notify Customer of such other purposes before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Processor from so notifying Customer; 3.4.3 subject to clause 3.4.2, not disclose any Personal Data to any third party without the prior written consent of Customer;

3.4.4 ensure that it has in place appropriate technical and organizational measures, to protect against unauthorized
or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost ofimplementing any measures (those measures may include, where appropriate, pseudonymizing and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organizational measures adopted by it);

3.4.5 ensure that all AMCS' personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;

3.4.6 not transfer any Personal Data outside of the European Economic Area unless with the prior written consent of
Customer and the following conditions are fulfilled:
(i) Customer or AMCS has provided appropriate safeguards in relation to the transfer; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) AMCS complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) AMCS complies with reasonable instructions notified to it in advance by Customer with respect to the processing of the Personal Data;
622

3.4.7 assist Customer, at Customer's cost, in responding to any request from a Data Subject and in ensuring Customer's compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

3.4.8 notify Customer without undue delay on becoming aware of a Personal Data breach;

3.4.9 at the written direction of Customer delete or return (in that format specified in the Agreement or as is produced by using the Product's standard data export facilities) Personal Data and copies thereof to Customer on termination of the Agreement unless required by Applicable Laws to store the Personal Data;

3.4.10 maintain complete and accurate records and information to demonstrate compliance with this clause 3 (including but not limited to contractual arrangements for the transfer of Personal Data outside the EEA) and allow for audits by Customer or Customer's designated auditor in accordance with the audit provision of the Agreement; and,

3.4.11 comply with all reasonable requests of Customer resulting from any such audit described in clause 3.4.10. 4 Appropriate Safeguards

4.1 AMCS will not appoint any third-party processor of Personal Data under the Agreement, without Customer's prior written consent. Customer hereby consents to the Third-Party Processors processing Personal Data for the Purposes listed in Annex I which may include the transfer of Personal Data to such Third-Party Processors.

4.2 Where Customer provides consent pursuant to clause 4.1 AMCS has entered, or will enter, into an agreement with such Third-Party Processor incorporating terms which are substantially similar to those set out in clause 3.4.

4.3 AS between Customer and AMCS, AMCS shall remain fully liable for all acts or omissions of any Third-Party Processor appointed pursuant to this clause 4.

4.4 In the event of any loss or damage to Customer Data, Customer's sole and exclusive remedy will be for AMCS to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such
Customer Data maintained by AMCS in accordance with the archiving procedure described in its Back-Up Policy.

Annex I
Processing, Personal Data and Data Subjects
1 Processing by the Provider

1.1 Scope: AMCS may act as a Data Processor in fulfilling the following:

1.1.1 standard day to day processing of Customer data for AMCS Cloud based Products

1.1.2 delivering AMCS Product solutioris to Customer

1.1.3 software maintenance and resolution of issues

1.2 Purpose of processing: AMCS will process data for the following reasons:

1.2.1 Provision of SaaS Services: Where AMCS' SaaS Products operate in the cloud, these products host and process data on behalf of Customer using AMCS developed applications.

1.2.2 Services Delivery: During delivery of AMCS solutions to Customer, it may be necessary to process data on behalf of Customer, which could include:

1.2.2.1 migration of data to AMCS solution database. This could be from one customer database to another. Such database may be located either in the Cloud or on the Customer's premises.

1.2.2.2 testing of the Product prior to go live.

1.2.2.3 assisting Customer with first runs of key business processes, if required.

1.2.2.4 debugging of solution prior to Customer sign off.

1.2.3 Software Maintenance: In order for AMCS to deliver software maintenance services, there will be occasions when AlVtCS will require access to, and may process, Personal Data in order to satisfactorily resolve issues that arise. Maintenance services may include:

1.2.3.1 case resolution- resolving customer issues that may occur during the use of the Product.

1.2.3.2 upgrading Product - It is important that product version be kept up to date and software support teams may need access to data in the product upgrade process.

1.2.3.3 data archiving- In order to maintain a performing product, it will be necessary to archive data that is no longer required for immediate day to day processing, but may be required to retain 623
for business reasons. In providing this service AMCS software support teams may need access to data in the Product.

1.2.3.4 performing complex configuration or changes - Some changes to Customer's services or pricing will require assistance of AMCS software support teams. In delivering this service the AMCS software support teams may need access to data in the Product.

1.2.3.5 Developing solutions, features or reports.

1.3 Duration of the processing:

1.3.1 be
The duration of processing will vary depending on the task or service being delivered but data will only retained for as long as is necessary to perform and deliver services. 'x.3.2 The data that is processed in SaaS products where data is stored in the cloud is retained on behalf of the Data Controller. The Data Controller will determine how long that this data is retained for. 1.3.3 as the
If it is necessary to copy data in order to perform maintenance support, the data will be deleted as soon support task has been completed and verified by the customer in accordance with AMCS" policies and procedures. 2 Types of Personal Data
Customer
The Product requires certain Personal Data for effective operation of Customer's business. Such data allows to
personal
manage their customers, and to deliver the products and services their customers purchase. The types of data that may be processed by AMCS include:

2.1 Name

2.2 Address

2.3 Phone Numbers

2.4 Email Addresses

2.5 Bank Details

2.6 GPS coordinates
3 Categories of Data Subject
The data subjects that AMCS may access or collect data on are as follows:

Customer

3.1 Customer: During the course of day to day operations AMCS will have access to Personal Data for the document
personnel with whom they engage. Correspondence with such personnel would typically be retained to delivery of Services. which

3.2 Customer's customers: The companies and individuals who subscribe to the Customer's products and services, customer data is entered into the Product in the course of providing such products and services. 4 Approved Third Party Processors:

4.1 AMCS Companies

4.2 iLand - global cloud service provider

4.3 Microsoft Azure - global cloud service provider

4.4 DSRC (UK) Limited and Data Software Research Company Private Limited (India) - software development services

4.5 Geotab (Canada) - vendor of computerized information services

4.6 Edge R&D, LLC (USA) - professional services consultant

4.7 For All IT (FAIT) - software delivery partner. Cloud service provider

4.8 Dariusz Siwek Logistics (Poland) - software support and development services 3"1 624
CITYMANAGER'S OFFICE Item No. 12
JUN2 i 2023
IO:DOJM/1 C'Uyof South Gate

CITY COUNCIL

AGENJDA IBYLL
Department Director:

For the Regular Meeting of: June 27, 2023
Department: Public Works
City Manager:
o Cerv es

SERVICES
SUBJECT: AGREEMENT WITH LEE & RO, INC., FOR ENGINEERING DESIGN PROJECT N0.

FOR THE CONCRETE SEWER PIPELINES REHABILIT ATION, CITY 709-SWR PURPOSE: To award a professional services agreement
construction to Lee & Ro, Inc. to prepare design and
709-SWR
documents for the Concrete Sewer Pipelines Rehabilitation Project, City Project No. ("Project").

RECOMMENDED ACTIONS: The City Council will consider:
a.

Concrete
Approving an Agreement with Lee & Ro, Inc., for engineering design services for the Sewer Pipelines Rehabilitation, City Project No. 709-S WR, for an amount not to exceed $526,745; and b. Authorizing the Mayor to execute the Agreement
Attorney.
in a form acceptable to the City
FISCAL IMPACT: There is no fiscal impact to the General Fund. The proposed Agreement in the amount is budgeted
of $526,745 and it will be funded by America Rescue Plan Act ("ARPA") funds proposed expenditures
in the FY 2022/23 Capital Improvement Program. A summary of budgeted funds and is shown below:
i Budget
Amount iAgreement ProfessionalDesignServices $526,745 iDe-signContingencies - $40,000 iPro.je-ctManage-mentandStaff Time I , $33,255 i Total-Proposed Expenditures I $600,000
"continuing
ALIGNMENT WITH COUNCIL GOALS: This Project meets the City Council's goal for, infrastructure improvements." purpose
ANALYSIS: The City of South Gate updated its Sewer Master Plan ("SMP") in 2019. The of the SMP was to evaluate the existing conditions of the City's sewer system, identify deficiencies, prioritize pipeline rehabilitation and repairs, and evaluate the fiscal needs to provide 625
sufficient funds for capital maintenance. The SMP recommends re-evaluating all unlined concrete sewer pipelines and rehabilitating them accordingly. As such, the project consists of evaluating and rehabilitating 7.3 miles of concrete sewer pipeline. Staff recommends awarding an agreement to provide services to evaluate sewer pipelines and prepare design and constniction documents.

BACKGROUND: The City of South Gate's Public Works Department manages the sewer collection system which consists of approximately 120 miles of sewer pipelines of varying diameters ranging from 4 to 27 inches. In addition, the system consists of approximately 2,400 manholes and 19,500 service laterals. A lateral is the pipe which connects houses and private property (businesses) to the City sewer main. The 120 miles of sewer pipelines are primarily made of concrete and vitreous clay pipe ("VCP") materials. About 89 miles of pipeline are concrete, and of the remaining 31 miles, most are VCP, with a small portion composed of a variety of other materials. The sewer collection system predominantly discharges into Los Angeles County Sanitation Districts ("LACSD") facilities for treatment and disposal.

The 2019 SMP calls for unlined concrete pipes to be inspected and rehabilitated. In addition, the recommendations from the 2019 SMP suggested rehabilitation of all concrete pipelines by making annual financial commitments in the Capital Improvements Plan ("CIP") over a 5-year period totaling about $3.5 million. The proposed contract provides for design services needed to prepare design and construction documents for all of the improvements recommended for the next five years.

The proposed agreement is in the amount of $526,745. The services include but are not limited to project management; utility coordination; environmental clearance; CCTV; survey and engineering design; development of plans, specifications, and bid documents; construction bidding and support; and project record as-builts plans and closeout. The critical step in the design effort will be to complete the sewer inspections and resulting pipeline condition assessments, strategically prioritize pipeline rehabilitation to yield the best and most cost- efficient work, and document remaining rehabilitation work that will need to follow.

The proposed Agreement was procured through a competitive process in which an RFP was published on the City website and in trade journals. On May 1, 2023, the City received three proposals as listed below.

Consultant i
I Fee Proposal Negotiated Fees Lee& Ro iI
' $599,625 $526,745 SAAssociates i $759,000
WaterworksEngineers i $636,091
A selection cornrnittee evaluated the proposals and interviewed the consultants. The selection Willdan
committee consisted of Charles Herbertson and William Galvez, both Project Managers for Engineers, and Victor Chavez, Associate Engineer for the City of Costa Mesa. The review criteria weighed a number of factors including project manager and team experience and qualification experience in similar projects, understanding of technical issues, quality assurance and quality control, experience and understanding of public contract code procedures, and 626
knowledge of public agency procedure and requirements
Lee & Ro, Inc., received the highest ranking from the panel and is recommended for the contract.

Staff incorporated value engineering, negotiated the proposal, and recommends award of a professional services agreement to Lee & Ro, Inc.

Design is scheduled to begin in July 2023 and conclude in January 2024, with advertising and award of a construction contract for the sewer rehabilitation work in mid-2024.

ATT ACHMENT: Proposed Agreement and Exhibit A
WG:lc
627
Attachment A

AGREEMENT
2023-24
FOR PROFESSIONAL SERVICES FOR DESIGN OF FY CONCRETE SEWER PIPELINE REHABILIT ATION, CITY PROJECT N0. 709-SWR BETWEEN THE CITY OF SOUTH GATE AND LEE AND RO, INC.

This Agreement
Rehabilitation
for Engineering Services for the Design of Concrete Pipeline ("Agreement") City of South Gate,
is made and entered into on June 27, 2023, by and between the corporation ("Consultant").
a municipal corporation ("City"), and LEE & RO, INC., a California City and Consultant are sometimes hereina:[ter to as a"Party" individually referred and collectively as "Parties."

RECIT ALS
filed reconnaissance,
WHEREAS, City desires to retain a qualified provider for certain services relating to improvements,
infrastructure assessment and prioritization, design of pipeline production of construction bid documents, and construction support; qualifications,

WHEREAS,
manpower
Consultant warrants to City that it has the requisite skills, knowledge, under this Agreement;
and expertise to perform properly and timely the Professional Services and WHEREAS, based on such representation, City desires to contract with Consultant perform the services to Agreement.
as described in the Scope of Services attached hereto as Exhibit "A" of this NOW, THEREFOR, the Parties hereby agree as follows:

1. engagement,

SCOPE OF
to
SERVICES. City hereby engages Consultant, and Consultant accepts such "A" attached
perform the services set forth in the Scope of Services as described in Exhibit mutually amended
hereto and made part of this Agreement. The Scope of Services may be from time to time by both Parties in writing.

2. Agreement

COMPENSATION
shall
FOR SERVICES. The total amount of compensation for this Hundred Forty-Five
not exceed the sum of Five Hundred Twenty-Six Thousand, Seven hereto as Exhibit
Dollars ($526,745.00) as described in Consultant's proposal attached "A." City shall pay Consultant costs incurred
for its professional services rendered and pursuant
other expenses
to this Agreement. No additional compensation shall be paid for any Manager / Director
incurred, unless first approved in writing by Arturo Cervantes, Assistant City reserved for each
of Public Works or his/her designee. Consultant shall not exceed fees provided by the City.
corresponding Scope of Services Tasks unless prior written authorization is corresponding
Billing by Consultant may not exceed the amount established for each man-hours
Tasks. Tasks which are not performed or which are performed at reduced by subconsultants.
or reduced costs may not be consumed by other Tasks, including work performed

2.1 Consultant shall be required to attend meetings at City Hall as necessary in the delivery 5116863.1-L235.0 (Fomi Rev. 9/R/21)
628
Agreement for Professional Services
LEE AND RO, INC.