Agenda packet — Carson City Council, November 19, 2024 (part 1 of 3)

** Revised **

CITY OF CARSONHOUSING AUTHORITY/SUCCESSOR AGENCY/PUBLIC FINANCING AUTHORITY/CITY COUNCIL AGENDA Lula Davis-Holmes, Mayor
Jawane Hilton, Mayor Pro Tem and District 1 Councilmember Cedric L. Hicks, Sr., District 3 Councilmember Jim Dear, District 2 Councilmember Arleen Bocatija Rojas, District 4 Councilmember Dr. Khaleah Bradshaw, City Clerk Monica Cooper, City Treasurer “In accordance with the Americans with Disabilities Act of 1990, if you require a disability related modificationor accommodation to attend or participate in this meeting, including auxiliary aids or services, please call theCity Clerk’s office at 310-952-1720 at least 48 hours prior to the meeting.” (Government Code Section 54954.2) Treat everyone courteously
Listen to others respectfully
Exercise self-control
Give open-minded consideration to all viewpoints
Focus on the issues and avoid personalizing debate
Embrace respectful disagreement and dissent as democratic rights that are inherent components of an inclusive public process and tools for forging sound decisions
RULES OF DECORUM:

1. No person attending a Public Meeting shall engage in disorderly or boisterous conduct, including but not limited to applause, whistling, stamping of feet, booing, or making any loud, threatening, profane, abusive, personal, impertinent, or slanderous utterance-that disturbs, disrupts, or otherwise impedes the orderly conduct of the meeting.

2. All remarks by members of the public shall be addressed to the Mayor or the Chair and not to any other member of the public or to any single Council, Board or Commission Member unless in response to a question from that Member.

3. Signs, placards, banners, or other similar items shall not be permitted in the audience during a Public Meeting if the presence of such item disturbs, disrupts or otherwise impedes the orderly conduct of the meeting.

4. All persons attending a Public Meeting shall remain seated in the seats provided, unless addressing the body at the podium or entering or leaving the meeting.

5. All persons attending a Public Meeting shall obey any lawful order of the Presiding Oﬃcer to enforce the Rules of Decorum.

PUBLIC INFORMATION
The public may address the members of the City Council on any matters within the jurisdiction of the CityCouncil or on any items on the agenda of the City Council during the designated public comment periods.There will be two Oral Communication sessions: one for Agendized Items (comment about items ON theagenda) and the other for non-Agendized items (comment about items NOT on the Agenda). The OralCommunications portion of the agenda is limited to a duration of one hour unless otherwise approved by theCity Council. Comment time is normally 3 minutes depending on the number of speakers.

PUBLIC VIEWING AVAILABLE BY:

Livestream on the City’s website: The meeting will be streamed live over the i n t e r n e t v i a : w w w. c a r s o n c a . g o v o r o n Y o u t u b e : www.youtube.com/c/CityofCarsonCaliforniaOfficialYouTubePage TUESDAY, NOVEMBER 19, 2024701 East Carson StreetCity Hall 5:00 PM
Cable TV: Spectrum (Channel 35) and ATT (Channel 99)
IF YOU ARE NOT ABLE TO ATTEND THE MEETING IN-PERSON, PUBLIC COMMENTS CAN BE SUBMITTEDBEFORE THE MEETING AT/VIA:

Email: Public comments can be emailed to [email protected]. The cut-off time to submit any emailcommunications is 3:00 p.m. on the day of the meeting.

Written: Written comments can be dropped off at the City Clerk’s Office or in the white box outside City Hall.The cut-off time to submit any written communications is 3:00 p.m. on the day of the meeting. Writtencomments dropped off at the City Clerk’s Office or at the white box or any email received will not be readaloud at Council Meeting but will be circulated to the City Council and incorporated into the record.

CALL TO ORDER: CITY COUNCIL/SUCCESSOR AGENCY/HOUSING AUTHORITY (5:00 pm)

ROLL CALL (CITY CLERK)

FLAG SALUTE

INVOCATION

1. PASTOR MICHAELLA AGAG FROM PENTECOSTAL MISSIONAL CHURCH OF CHRIST (4th Watch) CLOSED SESSION (Items 2 - 4)

REPORT ON ANY PUBLIC COMMENTS ON CLOSED SESSION ITEMS (CITY CLERK)

ANNOUNCEMENT OF CLOSED SESSION ITEMS (CITY ATTORNEY)
RECESS INTO CLOSED SESSION UNTIL 6:00 P.M. OR UNTIL THE END OF CLOSED SESSION,

WHICHEVER OCCURS FIRST

2. CONFERENCE WITH LABOR NEGOTIATOR (CITY COUNCIL)
— A closed session will be held, pursuant to Government Code 54957.6, with City Manager, Assistant City Manager, and Human Resources Officer, its negotiators(s), regarding labor negotiations with AME, CPSA, and, AFSCME Local 809 and 1017 as well as Unclassified Management.

3. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION (CITY COUNCIL) — A closed session will be held, pursuant to Government Code Section 54956.9(d)(1), to confer with legal counsel regarding pending litigation to which the City of Carson is a party. The title of such litigation is as follows: CAM-Carson, LLC v. Carson Reclamation Authority, City of Carson and Successor Agency to the Carson Redevelopment Agency, Los Angeles Superior Court Case No. 20STCV16461.

4. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (CITY COUNCIL) — A closed session will be held, pursuant to Government Code Section 54956.9(d)(2) or (d)(3) and (e)(1), because there is a significant exposure to litigation in 5 case(s) RECONVENE TO OPEN SESSION AT 6:00 P.M. OR AT THE END OF CLOSED SESSION, WHICHEVER

OCCURS FIRST

REPORT ON CLOSED SESSION ACTIONS (CITY ATTORNEY)

INTRODUCTIONS (MAYOR)

5. REPORT FROM CAPTAIN NORMAN OF CARSON SHERIFF'S STATION

PRESENTATIONS

6. UPDATE FROM VETERANS AFFAIRS COMMISSION

7. UPDATE FROM YOUTH COMMISSION

ORAL COMMUNICATIONS FOR MATTERS LISTED ON THE AGENDA (MEMBERS OF THE PUBLIC) (LIMITED

TO ONE HOUR)
The public may address the members of the City Council/Housing Authority/Successor Agency on any matters within the jurisdiction of the City Council/Housing Authority/Successor Agency or on any items on the agenda of the City Council/Housing Authority/Successor Agency, other than closed session matters, prior to any action taken on the agenda. Speakers are limited to no morethan three minutes, speaking once. Oral communications will be limited to one (1) hour unless extended by order of the Mayor with approval of the City Council.

APPROVAL OF MINUTES

8. APPROVAL OF THE CARSON CITY COUNCIL-SUCCESSOR AGENCY-HOUSING AUTHORITY NOVEMBER 6, 2024 MINUTES (CITY COUNCIL)

RECOMMENDED ACTION
— APPROVE the minutes as listed.

CONSENT (Items 9 - 22)

ANY ITEM OR ITEMS MAY BE REMOVED FOR DISCUSSION
These items are considered to be routine items of business and have, therefore, been placed on the CONSENT CALENDAR. For items remaining on the CONSENT CALENDAR, a single motion to ADOPT the recommended action is in order.

9. CONSIDER ADOPTING RESOLUTION NO. 24-109, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $841,207.34, DEMAND CHECK NUMBERS 175963 THROUGH 176069 FOR GENERAL DEMAND AND THE AMOUNT OF $5,795.00, CHECK NUMBERS 1287 THROUGH 1287 FOR CO-OP AGREEMENT DEMANDS (CITY

COUNCIL)

RECOMMENDED ACTION
— 1. WAIVE further reading and ADOPT Resolution No. 24-109, "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF CARSON RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $841,207.34, DEMAND CHECK NUMBERS 175693 THROUGH 176069 FOR GENERAL DEMAND AND THE AMOUNT OF $5,795.00, CHECK NUMBERS 1287 THROUGH 1287 FOR CO-OP AGREEMENT DEMANDS".

10. CONSIDER ADOPTING RESOLUTION NO. 24-11-CHA, A RESOLUTION OF THE CARSON HOUSING AUTHORITY RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $43,412.55, DEMAND CHECK NUMBERS HA-002014 THROUGH HA-002018 (CITY COUNCIL)

RECOMMENDED ACTION
— 1. WAIVE further reading and ADOPT Resolution No. 24-11-CHA, "A RESOLUTION OF THE

CARSON HOUSING AUTHORITY RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $43,412.55, DEMAND CHECK NUMBERS HA-002014 THROUGH HA-002018".

11. CONSIDER ADOPTING RESOLUTION NO. 24-11-CSA, A RESOLUTION OF THE CARSON SUCCESSOR AGENCY CLAIMS AND DEMANDS IN THE AMOUNT OF $1,890.00, DEMAND CHECK NUMBERS SA-001936 THROUGH SA-001936 (CITY COUNCIL)

RECOMMENDED ACTION
— 1. WAIVE further reading and ADOPT Resolution NO. 24-11-CSA, "A RESOLUTION OF THE CARSON SUCCESSOR AGENCY CLAIMS AND DEMANDS IN THE AMOUNT OF $1,890.00, DEMAND CHECK NUMBERS SA-001936 THROUGH SA-001936".

12. CONSIDER A REPORT ON ALL INTRADEPARTMENTAL BUDGET TRANSFERS APPROVED UNDER THE CITY MANAGER OR DESIGNEE AUTHORITY FOR THE MONTH OF OCTOBER 2024 PER ORDINANCE 24-2401 (CITY COUNCIL)

RECOMMENDED ACTION
— 1. RECEIVE and FILE this information.

13. CONSIDER A REPORT OF ALL CITY CONTRACTS APPROVED UNDER CITY MANAGER OR DESIGNEE AUTHORITY FOR THE PERIOD OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024 PURSUANT TO CMC SECTION 2607 (CITY COUNCIL)

RECOMMENDED ACTION
— 1. RECEIVE and FILE this information.

14. CONSIDER APPROVING A MEMORANDUM OF UNDERSTANDING WITH LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY FOR PROPOSITION A DISCRETIONARY INCENTIVE

GRANT PROGRAM FUNDING (CITY COUNCIL)

RECOMMENDED ACTION
— 1. APPROVE the “Proposition A Discretionary Incentive Grant Program Memorandum of Understanding for Collecting and Reporting Data for the National Transit Database for Report Year 2022” between the City of Carson and Los Angeles County Metropolitan Transportation Authority (Exhibit No. 1. “LACMTA MOU”); and
— 2. AUTHORIZE the Mayor to execute the LACMTA MOU, following approval as to form by the City Attorney.

15. CONSIDER APPROVING A CONTRACT SERVICES AGREEMENT WITH MERCHANT LANDSCAPE SERVICES, INC., TO LASER LEVEL THE BASEBALL DIAMOND INFIELDS AT CARSON, DOLPHIN, AND

DOMINGUEZ PARKS (CITY COUNCIL)

RECOMMENDED ACTION
— 1. APPROVE the proposed Contract Services Agreement between the City of Carson and Merchant Landscape Services, Inc., to provide laser leveling services for the baseball fields at Carson, Dominguez and Dolphin Parks for a not-to-exceed Contract Sum of $97,840.00. — 2. AUTHORIZE the City Manager to execute the Agreement following approval as to form by the City Attorney.

16. CONSIDER AWARDING A CONTRACT TO DON'S AUDIO VISUAL SERVICES TO PROVIDE

AUDIOVISUAL SERVICES AT THE CARSON EVENT CENTER (CITY COUNCIL)

RECOMMENDED ACTION
— 1. AWARD and APPROVE the Contract Services Agreement between the City and Donald Alan Sprague dba Don’s Audio Visual Services
— 2. AUTHORIZE the Mayor to execute the Contract Services Agreement between the City and Donald Alan Sprague dba Don’s Audio Visual Services following approval as to form by the City Attorney

17. **REVISED** CONSIDER ADOPTING RESOLUTION NO. 24-103, AMENDING THE JOB

SPECIFICATIONS FOR THE ASSISTANT TO THE CITY MANAGER POSITION (CITY COUNCIL)

RECOMMENDED ACTION
— 1. WAIVE further reading and ADOPT the following Resolution No. 24-103, "A RESOLUTION

OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING THE JOB CLASSIFICATION OF THE ASSISTANT TO THE CITY MANAGER."

18. **REVISED** CONSIDER APPROVAL OF AMENDMENT NO. 1 TO EXTEND THE TERM OF THE

MAINTENANCE CONTRACT WITH LOS ANGELES COUNTY CONSERVATION CORPS, FOR WEED

ABATEMENT, REMOVAL OF MISCELLANEOUS DEBRIS, WITHIN THE CITY'S RIGHT OF WAY (CITY

COUNCIL)

RECOMMENDED ACTION
— 1. APPROVE Amendment No. 1 to the Agreement for Contract Services by and between the City of Carson and Los Angeles County Conservation Corps to extend the term of the agreement by one year and increase the contract sum by $433,379.89 such that the total cost of the Contract Agreement does not exceed $866,759.78.
— 2. AUTHORIZE the Mayor to execute the amendment after approval as to form by the City Attorney.

19. CONSIDER APPROVAL OF AMENDMENT NO. 2 TO EXTEND THE CONTRACT SERVICES

AGREEMENT WITH LONG BEACH PUBLIC TRANSPORTATION COMPANY FOR FIXED-ROUTE BUS

SERVICES BY ONE ADDITIONAL YEAR (CITY COUNCIL)

RECOMMENDED ACTION
— 1. APPROVE proposed Amendment No. 2 to the Contract Services Agreement between the City of Carson and Long Beach Public Transportation Company (Exhibit No. 1; “Amendment No. 2”).
— 2. AUTHORIZE the Mayor to execute Amendment No. 2, following approval as to form by the City Attorney.

20. CONSIDER APPROVING AMENDMENT NO. 2 TO CONTRACT SERVICES AGREMENT WITH LIGHTHOUSE4KIDS, INC. (FORMERLY, THE LIGHTHOUSE-HOME FOR MEDICALLY FRAGILE CHILDREN) (CITY COUNCIL)

RECOMMENDED ACTION
— 1. APPROVE the proposed Amendment No. 2 to the Agreement (Exhibit No. 1; “Amendment No. 1”); and
— 2. AUTHORIZE the Mayor to execute Amendment No. 2, following approval as to form by the City Attorney.

21. CONSIDER APPROVAL OF CHARGEPOINT AGREEMENT AND A PURCHASE ORDER TO

CHARGEPOINT FOR ELECTRIC VEHICLE SUPPLY EQUIPMENT AND NETWORK SERVICES (CITY

COUNCIL)

RECOMMENDED ACTION
— 1. APPROVE the ChargePoint Quotation and AUTHORIZE the City Manager to execute the Quotation subject to approval as to form by the City Attorney. — 2. APPROVE the ChargePoint Master Services and Subscription Agreement incorporated by reference into the Quotation.
— 3. APPROVE ChargePoint Terms and Conditions of Purchase incorporated by reference into the Quotation.
— 4. APPROVE ChargePoint Support Services Terms and Conditions incorporated by reference into the Quotation.
— 5. APPROVE ChargePoint Installation, Commissioning, and Activation Scope and Terms incorporated by reference into the Quotation.
— 6. APPROVE ChargePoint Terms of Services for ChargePoint Accounts. — 7. AUTHORIZE the Purchasing Manager to issue a Purchase Order to ChargePoint in an amount not to exceed $100,000.00.

22. CONSIDER ISSUING THE "10-DAY REPORT" PURSUANT TO GOVERNMENT CODE SECTION 65858(D) REGARDING INTERIM URGENCY ORDINANCE NO. 24-2414U, WHICH ESTABLISHED A TEMPORARY 45-DAY MORATORIUM ON ACCEPTANCE, PROCESSING AND CONSIDERATION OF

APPLICATIONS AND APPROVAL AND ISSUANCE OF PERMITS AND ENTITLEMENTS FOR COMMERCIAL

OR INDUSTRIAL REDEVELOPMENT AND SUBSEQUENT USE OF CURRENT OIL REFINERY SITES WITHIN

THE CITY OF CARSON FOLLOWING CESSATION OF REFINERY OPERATIONS (CITY COUNCIL)

RECOMMENDED ACTION
— 1. TAKE the following action: ISSUE the "10-Day Report on Interim Ordinance No. 24-2414U” (Exhibit No. 2).

SPECIAL ORDERS OF THE DAY (Item 23)
Public testimony is restricted to three minutes per speaker, speaking once (excepting applicants who are afforded a right of rebuttal, if desired), unless extended by order of the Mayor with the approval of the City Council.

23. PUBLIC HEARING TO CONSIDER ADOPTING RESOLUTION 24-108 OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, APPROVING THE ISSUANCE OF NOT TO EXCEED $22,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE PUBLIC FINANCE AUTHORITY’S TAX-EXEMPT AND/OR

TAXABLE REVENUE BONDS FOR THE PURPOSE OF FINANCING, REFINANCING AND/OR REIMBURSING

THE COST OF ACQUISITION, CONSTRUCTION, IMPROVEMENT, REHABILITATION, EQUIPPING AND

FURNISHING OF FACILITIES FOR THE BENEFIT OF AIDS HEALTHCARE FOUNDATION AND/OR A

SUCCESSOR OR RELATED ENTITY (CITY COUNCIL)

RECOMMENDED ACTION
— 1. OPEN the public hearing, TAKE public testimony, and accept any written and/or oral communications, and CLOSE the public hearing.
— 2. WAIVE further reading and ADOPT Resolution No. 24-108, "A RESOLUTION 24-108 OF THE

CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, APPROVING THE ISSUANCE OF NOT TO EXCEED $22,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE PUBLIC FINANCE AUTHORITY’S

TAX-EXEMPT AND/OR TAXABLE REVENUE BONDS FOR THE PURPOSE OF FINANCING,

REFINANCING AND/OR REIMBURSING THE COST OF ACQUISITION, CONSTRUCTION,

IMPROVEMENT, REHABILITATION, EQUIPPING AND FURNISHING OF FACILITIES FOR THE BENEFIT OF AIDS HEALTHCARE FOUNDATION AND/OR A SUCCESSOR OR RELATED ENTITY." DISCUSSION (Item 24 - 25)

24. CONSIDER FOR INTRODUCTION ORDINANCE NO. 24-2415, "AN ORDINANCE OF THE CITY

COUNCIL OF THE CITY OF CARSON, CALIFORNIA, IN CONNECTION WITH THE COMMUNITY FACILITIES FINANCING DISTRICT NO. 2012-2 (THE BOULEVARDS AT SOUTH BAY-CAPITAL IMPROVEMENTS) OF

THE CITY OF CARSON, AUTHORIZING THE CESSATION OF THE LEVY RELATED SPECIAL TAXES AND THE EXTINGUISHMENT AND CANCELLATION OF ALL RELATED LIENS" (CITY COUNCIL)

RECOMMENDED ACTION
— 1. ACTING AS THE LEGISLATIVE BODY OF COMMUNITY FACILITIES DISTRICT NO. 2012-2, WAIVE FURTHER READING AND INTRODUCE ORDINANCE NO. 2415, "AN ORDINANCE OF THE

CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, IN CONNECTION WITH THE COMMUNITY FACILITIES FINANCING DISTRICT NO. 2012-2 (THE BOULEVARDS AT SOUTH BAY-CAPITAL

IMPROVEMENTS) OF THE CITY OF CARSON, AUTHORIZING THE CESSATION OF THE LEVY

RELATED SPECIAL TAXES AND THE EXTINGUISHMENT AND CANCELLATION OF ALL RELATED LIENS"
— 2. DIRECT STAFF TO RECORD "NOTICE OF CESSATION OF SPECIAL TAX UNDER COMMUNITY FACILITIES DISTRICT NO. 2012-2 OF THE CITY OF CARSON " AGAINST THE PROPERTY

25. CONSIDERATION OF ONLY LOCAL UNCONTESTED APPOINTMENTS TO THE CITY’S COMMISSIONS,

COMMITTEES, AND BOARDS, AND CITY AFFILIATED ORGANIZATIONS BY MAYOR AND CITY COUNCIL

AND CONSIDER ALL (CONTESTED AND UNCONTESTED) APPOINTMENTS TO ALL COMMISSIONS

EXCEPT PLANNING COMMISSION AND ENVIRONMENTAL COMMISSION (CITY COUNCIL)

RECOMMENDED ACTION
— 1. CONSIDER and only APPOINT uncontested members to the City Commissions, Committees, and Boards;
— 2. CONSIDER and APPOINT all (contested and uncontested) members to all commissions except Planning Commission and Environmental Commission; — 3. CONSIDER and APPOINT members to City Affiliated Organizations; — 4. DIRECT the City Clerk to notify all affected appointments of this action in writing; — 5. IF APPLICABLE, DIRECT the City Clerk to post and publish in accordance with the Maddy Act
ORDINANCE SECOND READING (Item 26)

26. SECOND READING OF ORDINANCE NO. 24-2413, "AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING SECTION 6340 (LIMITED EXEMPTIONS) OF PART 2 (LICENSES – PROVISIONS GOVERNING) OF CHAPTER 3 (BUSINESS, PROFESSIONS AND TRADES) OF ARTICLE VI (TAXES AND LICENSES) OF THE CARSON MUNICIPAL CODE TO ADD A VETERAN’S LICENSE EXEMPTION CONSISTENT WITH STATE LAW" (CITY COUNCIL)

RECOMMENDED ACTION
— 1. CONDUCT a Second Reading by title only and with full reading waived, and ADOPT, Ordinance No. 24-2413, entitled “AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, AMENDING SECTION 6340 (LIMITED EXEMPTIONS) OF PART 2 (LICENSES – PROVISIONS GOVERNING) OF CHAPTER 3 (BUSINESS, PROFESSIONS AND TRADES) OF ARTICLE VI (TAXES AND LICENSES) OF THE CARSON MUNICIPAL CODE TO ADD A VETERAN’S LICENSE EXEMPTION CONSISTENT WITH STATE LAW"

MEMORIAL ADJOURNMENTS

ORAL COMMUNICATIONS FOR MATTERS NOT LISTED ON THE AGENDA (MEMBERS OF THE PUBLIC) The public may at this time address the members of the City Council/Housing Authority/Successor Agency on any matters within the jurisdiction of the City Council/Housing Authority/Successor Agency. No action may be taken on non-agendized items except as authorized by law. Speakers are requested to limit their comments to no more than three minutes each, speaking once.

COUNCIL MEMBER REQUESTS TO ADD ITEMS TO FUTURE AGENDAS

ORAL COMMUNICATIONS (COUNCIL MEMBERS)

ANNOUNCEMENT OF UNFINISHED OR CONTINUED CLOSED SESSION ITEMS (AS NECESSARY)

RECESS TO CLOSED SESSION

RECONVENE TO OPEN SESSION

REPORT OF ACTIONS ON UNFINISHED OR CONTINUED CLOSED SESSION ITEMS

ADJOURNMENT
Date Posted: November 19, 2024

CITY OF CARSON

File #: Version:

Report to City Council, Successor Agency, andHousing Authority Tuesday, November 19, 2024, 5:00 PM
APPROVAL OF MINUTES 8. To: City Council, Successor Agency, and Housing Authority From: Dr. Khaleah K. Bradshaw, City Clerk CCO Administration Subject: APPROVAL OF THE CARSON CITY COUNCIL-SUCCESSOR AGENCY-HOUSING AUTHORITYNOVEMBER 6, 2024 MINUTES (CITY COUNCIL) I. SUMMARY
The City Clerk’s Oﬃce is seeking approval of the following minutes:

Wednesday, November 6, 2024 (Regular)
II. RECOMMENDATION
APPROVE the minutes as listed.

III. ALTERNATIVES
None.

IV. BACKGROUND
None.

V. FISCAL IMPACT
None.

VI. EXHIBITS

1. Minutes, November 6, 2024 (Regular)
Prepared by: Dr. Khaleah K. Bradshaw, City Clerk and Joy Simarago, Deputy City Clerk

701 East Carson Street

Attachments
Draft Minutes - CC Reg Mtg 11-06-2024.pdf
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CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 9. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Accounting Subject: CONSIDER ADOPTING RESOLUTION NO. 24-109, A RESOLUTION OF THE CITY COUNCIL OFTHE CITY OF CARSON RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $841,207.34, DEMANDCHECK NUMBERS 175963 THROUGH 176069 FOR GENERAL DEMAND AND THE AMOUNT OF $5,795.00,CHECK NUMBERS 1287 THROUGH 1287 FOR CO-OP AGREEMENT DEMANDS (CITY COUNCIL) I. SUMMARY
RESOLUTION NO. 24-109, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON RATIFYING CLAIMSAND DEMANDS AS FOLLOWS: TOTAL OF $841,207.34 FOR GENERAL DEMANDS CHECK NUMBERS 175963 THROUGH 176069. TOTAL OF $5,795.00 FOR CO-OP AGREEMENT DEMANDS, CHECK NUMBERS 1287 THROUGH 1287, WHICH ARECOSTS ASSOCIATED WITH THE CONSTRUCTION OF CAPITAL PROJECTS WITHIN THE FORMERREDEVELOPMENT PROJECT AREA, USING BOND PROCEEDS TRANSFERRED FROM THE SUCCESSOR AGENCY TOTHE CITY.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 24-109, "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $841,207.34, DEMAND CHECK NUMBERS 175693 THROUGH 176069 FOR GENERAL DEMAND AND THE AMOUNT OF $5,795.00, CHECK NUMBERS 1287 THROUGH 1287 FOR CO-OP AGREEMENT DEMANDS".

III. ALTERNATIVES
NONE.

IV. BACKGROUND
THE CITY COUNCIL OF THE CITY OF CARSON DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1: The claims and demands have been reviewed and veriﬁed for accuracy and compliance with thebudget and applicable agreements and are hereby ratiﬁed in the amount herein after set forth, a copy of which isattached hereto as Exhibit No. 1. SECTION 2: On November 19, 2024, the City Council ratiﬁed the above demand numbers 175963 through 176069for General Demand and 1287 through 1287 for Co-op agreement demand. The City Treasurer is hereby directed topay out the funds named hereon, to each of the claimants listed above, the amount of warrant appearing oppositetheir respective names, for the purpose stated on the respective demands, making a total of $847,002.34. 701 East Carson Street
SECTION 3: That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into thebook of original resolutions. PASSED, APPROVED, and ADOPTED this 19TH DAY OF NOVEMBER, 2024. APPROVED AS TO FORM: ________________________________________Sunny K. Soltani, City Attorney CITY OF CARSON: _________________________________________Lula Davis-Holmes, Mayor ATTEST: _________________________________________Dr. Khaleah K. Bradshaw, City Clerk V. FISCAL IMPACT
CERTIFICATION In accordance with Section 37202 of the California Government Code, I hereby certify that the above demands areaccurate and that funds are available for payment thereof. I certify under penalty of perjury that the foregoing istrue and correct. EXECUTED THE 19TH DAY OF NOVEMBER, 2024 AT CARSON, CALIFORNIA: ____________________________________ David C. Roberts, Jr., City Manager STATE OF CALIFORNIA )COUNTY OF LOS ANGELES ) ss.CITY OF CARSON ) I, Dr. Khaleah K. Bradshaw, City Clerk of the City of Carson, California, hereby attest to and certify that the foregoingresolution, being Resolution No. 24-109, adopted by the City of Carson City Council at its meeting held onNovember 19, 2024 by the following vote: AYES: COUNCIL MEMBERS:NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: _____________________________________Dr. Khaleah K. Bradshaw, City Clerk VI. EXHIBITS
EXHIBIT NO. 1: DEMAND RESOLUTION #24-109

Attachments
Exhibit 1 Demand Register Reso# 24-109.pdf
Exhibit 1 Demand Register Reso# 24-109 CA.pdf
City of Carson

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FOR CASH ACCOUNT: 100-99-999-999-1010- FOR: All CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 175963 10/29/2024 PRINTED 007777 Amir Aatari Sharghi, Bran 7,725.00 175964 10/29/2024 PRINTED 007777 Jonathan Cameron 1,500.00 175965 10/31/2024 PRINTED 007692 ALBERT A. WEBB ASSOCIATES 9,964.50 175966 10/31/2024 PRINTED 000042 ALIN PARTY SUPPLY CO 315.04 175967 10/31/2024 PRINTED 004388 AIS TRUST ACCOUNT NEWPORT 300.87 175968 10/31/2024 PRINTED 007864 ALTA PLANNING + DESIGN, I 23,330.61 175969 10/31/2024 PRINTED 005523 AMAZON CAPITAL SERVICES 1,531.47 175970 10/31/2024 PRINTED 000495 AMERICAN SOCCER CO INC 63.02 175971 10/31/2024 PRINTED 006675 AMERICAN TRANSPORTATION S 1,749.20 175972 10/31/2024 PRINTED 003927 ARAMSCO INC 8,849.29 175973 10/31/2024 PRINTED 007663 ARTHUR R. BATUCAL 50.00 175974 10/31/2024 PRINTED 000568 ATKINSON, ANDELSON, LOYA, 5,946.00 175975 10/31/2024 PRINTED 001825 AVALON COLLISION 1,244.94 175976 10/31/2024 PRINTED 004410 B D WHITE TOP SOIL CO INC 137.81 175977 10/31/2024 PRINTED 000697 BIG ANDYS TROPHIES AND PL 5,478.60 175978 10/31/2024 PRINTED 000013 BOYS AND GIRLS CLUB OF CA 8,947.98 175979 10/31/2024 PRINTED 001762 ROGER BRANCH JR 50.00 175980 10/31/2024 PRINTED 001627 BSN SPORTS LLC 144.63 175981 10/31/2024 PRINTED 008226 C BELOW INC 10,110.00 175982 10/31/2024 PRINTED 008407 CALIFORNIA AIR CONDITIONI 11,450.00 175983 10/31/2024 PRINTED 007161 CARLOS ALBERTO GUERRA 100.00 175984 10/31/2024 PRINTED 001489 CHOURA VENUE SERVICES 1,225.63 175985 10/31/2024 PRINTED 008033 CLARENCE JOHNSON 100.00 175986 10/31/2024 PRINTED 007718 CLIVABETH PHOTOGRAPHY LLC 2,065.00 175987 10/31/2024 PRINTED 008325 COLOR CARD ADMINISTRATOR, 57.94 175988 10/31/2024 PRINTED 008380 COLOXCHANGE 4,700.00 175989 10/31/2024 PRINTED 007159 CORODATA RECORDS MANAGEME 784.09 175990 10/31/2024 PRINTED 008405 CORODATA SHREDDING INC. 189.00 175991 10/31/2024 PRINTED 001180 COUNTY OF LOS ANGELES 6,050.27 175992 10/31/2024 PRINTED 007185 CROSSTOWN ELECTRICAL & DA 31,335.60 175993 10/31/2024 PRINTED 000259 CROWN TROPHY OF CYPRESS 116.37 175994 10/31/2024 PRINTED 003586 CS AND ASSOCIATES INC 2,195.00 175995 10/31/2024 PRINTED 000268 DAILY JOURNAL CORP 601.40 175996 10/31/2024 PRINTED 004824 MANUEL DASILVA 50.00 175997 10/31/2024 PRINTED 006396 KIMBERLEY DAVENPORT 50.00 175998 10/31/2024 PRINTED 007163 DIANNE THOMAS 100.00 175999 10/31/2024 PRINTED 006465 LOUIE DIAZ 100.00 176000 10/31/2024 PRINTED 001155 DISH 143.46 176001 10/31/2024 PRINTED 006482 FREDERICK DOCDOCIL 100.00 176002 10/31/2024 PRINTED 006876 DONS AUDIO VISUAL 1,235.00 176003 10/31/2024 PRINTED 000039 EWING IRRIGATION PRODUCTS 1,338.20 176004 10/31/2024 PRINTED 000105 FIREMASTER 4,556.94 176005 10/31/2024 PRINTED 001268 GBROS INC 422.26 176006 10/31/2024 PRINTED 000793 GRAINGER 617.85 176007 10/31/2024 PRINTED 008132 HASA INC 1,669.94 176008 10/31/2024 PRINTED 000234 THE HOME DEPOT INC 856.27 176009 10/31/2024 PRINTED 000615 DELL HUFF 100.00 176010 10/31/2024 PRINTED 001798 CHINYERE IFEACHO 50.00 176011 10/31/2024 PRINTED 007103 JOE A. GONSALVES & SON 4,000.00 176012 10/31/2024 PRINTED 008436 JOE GIACOMIN CHEV INC 56,992.00 176013 10/31/2024 PRINTED 007688 JOKER PARTY SUPPLY, INC. 323.63 176014 10/31/2024 PRINTED 008264 LIFE AND TIMES NETWORK IN 7,717.50 City of Carson

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FOR CASH ACCOUNT: 100-99-999-999-1010- FOR: All CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 176015 10/31/2024 PRINTED 005040 SALOMON LOPEZ 53.73 176016 10/31/2024 PRINTED 000243 LOS ANGELES BUSINESS JOUR 1,200.00 176017 10/31/2024 PRINTED 000067 LOS ANGELES COUNTY DEPT O 77,704.54 176018 10/31/2024 PRINTED 000072 BUSINESS FILINGS AND REGI 150.00 176019 10/31/2024 PRINTED 007248 MARIA'S GARDEN CENTER & L 6,017.45 176020 10/31/2024 PRINTED 006831 MARSH USA INC. 116,206.48 176021 10/31/2024 PRINTED 006271 MAYFLOWER DISTRIBUTING CO 555.08 176022 10/31/2024 PRINTED 006553 MCA DIRECT 1,025.71 176023 10/31/2024 PRINTED 000669 MDG ASSOCIATES 13,708.00 176024 10/31/2024 PRINTED 007428 MFUME, DEQUITA 100.00 176025 10/31/2024 PRINTED 000996 MIRACLE PLAYGROUND SALES 4,585.35 176026 10/31/2024 PRINTED 000379 MUTUAL PROPANE CO INC 3,100.42 176027 10/31/2024 PRINTED 000385 NATIONWIDE ENVIRONMENTAL 98,131.60 176028 10/31/2024 PRINTED 007779 NEMIE P. MOSEQUERA 50.00 176029 10/31/2024 PRINTED 008041 NORBERT DE LENDORFF 33,100.00 176030 10/31/2024 PRINTED 000481 OCEAN BLUE ENVIRONMENTAL 5,038.97 176031 10/31/2024 PRINTED 010999 DEBBIE MIDDENWAY 151.04 176032 10/31/2024 PRINTED 010999 KENT TRAN 155.22 176033 10/31/2024 PRINTED 010999 LETTY ARGUERA 79.53 176034 10/31/2024 PRINTED 002506 PHOTO MAKERS 386.88 176035 10/31/2024 PRINTED 006908 QUEST MEDIA & SUPPLIES, I 22,728.00 176036 10/31/2024 PRINTED 001081 BRIAN RABER 50.00 176037 10/31/2024 PRINTED 008230 RAJO, A CALIF. CORP 80.00 176038 10/31/2024 PRINTED 001255 JESSICA RAMOS 50.00 176039 10/31/2024 PRINTED 004145 CASSANDRA REED 50.00 176040 10/31/2024 PRINTED 003304 REQUEST LINE MUSIC 700.00 176041 10/31/2024 PRINTED 010000 DAVID FLORES 2,000.00 176042 10/31/2024 PRINTED 010000 GREENLAW PARTNERS 731.75 176043 10/31/2024 PRINTED 010000 LINDA SIMS 250.00 176044 10/31/2024 PRINTED 010000 MISCHALAY WILLIAMS 250.00 176045 10/31/2024 PRINTED 010000 OCASSP JOINT TECHNICAL SY 1,308.00 176046 10/31/2024 PRINTED 010000 RANDSTAD INHOUSE SERVICES 1,854.00 176047 10/31/2024 PRINTED 000402 ROADLINE PRODUCTS INC USA 464.02 176048 10/31/2024 PRINTED 008216 ROBERT HALF INC. 8,352.00 176049 10/31/2024 PRINTED 001715 HARRIETT RUSS 50.00 176050 10/31/2024 PRINTED 000791 EMMANUEL A SALOMON 50.00 176051 10/31/2024 PRINTED 000427 SAM'S CLUB DIRECT 90.74 176052 10/31/2024 PRINTED 001605 SC FUELS 13,614.83 176053 10/31/2024 PRINTED 006964 SCCI, INC. 825.00 176054 10/31/2024 PRINTED 007632 SEAY, AL CARNEL 50.00 176055 10/31/2024 PRINTED 007281 SHANNON WAYNE LAWRENCE 50.00 176056 10/31/2024 PRINTED 008398 SOCAL SURFACES, INC. 68,900.00 176057 10/31/2024 PRINTED 004417 SOCALGAS 8,778.95 176058 10/31/2024 PRINTED 000718 STAPLES ADVANTAGE 55.98 176059 10/31/2024 PRINTED 000289 STATE OF CA DOJ/ACCTG OFF 655.00 176060 10/31/2024 PRINTED 007780 TERESITA J. JUNIO 50.00 176061 10/31/2024 PRINTED 007705 TRANSTECH ENGINEERS, INC. 10,887.00 176062 10/31/2024 PRINTED 006769 U S BANK CORPORATE PAYMEN 42,537.40 176063 10/31/2024 PRINTED 006769 CITY MANAGER 5,118.66 176064 10/31/2024 PRINTED 007532 VENICE FAMILY CLINIC 3,750.00 176065 10/31/2024 PRINTED 001011 W.G. ZIMMERMAN ENGINEERIN 8,640.00 176066 10/31/2024 PRINTED 008256 WESTERN A/V 36,641.70 City of Carson

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FOR CASH ACCOUNT: 100-99-999-999-1010- FOR: All CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 176067 10/31/2024 PRINTED 002925 KARL WILVERT 50.00 176068 10/31/2024 PRINTED 004222 RICHARD WOODS JR 50.00 176069 10/31/2024 PRINTED 007777 National Corrosion 11,162.00 107 CHECKS CASH ACCOUNT TOTAL 841,207.34 .00 City of Carson

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UNCLEARED CLEARED
107 CHECKS FINAL TOTAL 841,207.34 .00 ** END OF REPORT - Generated by Jane Manalo **
City of Carson

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FOR CASH ACCOUNT: 284-99-999-999-1032- FOR: All CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 1287 10/03/2024 PRINTED 007451 EXP US SERVICES INC 5,795.00 1 CHECKS CASH ACCOUNT TOTAL 5,795.00 .00 City of Carson

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UNCLEARED CLEARED
1 CHECKS FINAL TOTAL 5,795.00 .00 ** END OF REPORT - Generated by Jane Manalo **

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 10. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Accounting Subject: CONSIDER ADOPTING RESOLUTION NO. 24-11-CHA, A RESOLUTION OF THE CARSONHOUSING AUTHORITY RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $43,412.55, DEMANDCHECK NUMBERS HA-002014 THROUGH HA-002018 (CITY COUNCIL) I. SUMMARY
RESOLUTION NO. 24-11-CHA, A RESOLUTION OF THE CARSON HOUSING AUTHORITY RATIFYING CLAIMS ANDDEMANDS IN THE AMOUNT OF $43,412.55, DEMAND CHECK NUMBERS HA-002014 THROUGH HA-002018.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution No. 24-11-CHA, "A RESOLUTION OF THE CARSON HOUSING AUTHORITY RATIFYING CLAIMS AND DEMANDS IN THE AMOUNT OF $43,412.55, DEMAND CHECK NUMBERS HA- 002014 THROUGH HA-002018".

III. ALTERNATIVES
NONE.

IV. BACKGROUND
THE CARSON HOUSING AUTHORITY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1: The claims and demands have been reviewed and veriﬁed for accuracy and compliance with thebudget and applicable agreements and are hereby ratiﬁed in the amount herein after set forth, a copy of which isattached hereto as Exhibit No. 1. SECTION 2: On November 19, 2024, the Carson Housing Authority ratiﬁed the above demand numbers HA-002014through HA-002018. The City Treasurer is hereby directed to pay out the funds named hereon, to each of theclaimants listed above, the amount of warrant appearing opposite their respective names, for the purpose statedon the respective demands, making a total of $43,412.55.  SECTION 3: That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into thebook of original resolutions.   PASSED, APPROVED, and ADOPTED this 19TH DAY OF NOVEMBER, 2024.  CARSON HOUSING AUTHORITY, acting as the successor housing agency of the CARSON REDEVELOPMENTAGENCY, a public body by:
701 East Carson Street
APPROVED AS TO FORM: ________________________________________Sunny K. Soltani, Agency Counsel    CITY OF CARSON:  _________________________________________Lula Davis-Holmes, Chairman   ATTEST: _________________________________________Dr. Khaleah K. Bradshaw, Secretary V. FISCAL IMPACT
CERTIFICATION In accordance with Section 37202 of the California Government Code, I hereby certify that the above demands areaccurate and that funds are available for payment thereof. I certify under penalty of perjury that the foregoing istrue and correct.   EXECUTED THE 19TH DAY OF NOVEMBER, 2024 AT CARSON, CALIFORNIA:   _________________________________________ David C. Roberts, Jr., Executive Director STATE OF CALIFORNIA )COUNTY OF LOS ANGELES ) ss.CITY OF CARSON ) I, Dr. Khaleah K. Bradshaw, Secretary of the Carson Housing Authority, California, hereby attest to and certify thatthe foregoing resolution, being Resolution No. 24-11-CHA, adopted by the City of Carson City Council at its meetingheld on November 19, 2024 by the following vote: AYES: AUTHORITY BOARD MEMBERS:NOES: AUTHORITY BOARD MEMBERS: ABSTAIN: AUTHORITY BOARD MEMBERS: ABSENT: AUTHORITY BOARD MEMBERS:   _____________________________________Dr. Khaleah K. Bradshaw, Secretary VI. EXHIBITS
EXHIBIT NO. 1: DEMAND RESOLUTION #24-11-CHA

Attachments
Exhibit 1 CHA Demand Reso# 24-11-CHA.pdf
City of Carson

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FOR CASH ACCOUNT: 255-99-999-999-1012- FOR: Uncleared CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 2014 10/03/2024 PRINTED 000423 AVALON COURTYARD, LLC 12,172.36 2015 10/10/2024 PRINTED 006884 LYFT, INC. 67.69 2016 10/17/2024 PRINTED 008417 WORLD WIDE LOVE CAMPAIGN 22,562.50 2017 10/24/2024 PRINTED 001924 THE BANK OF NEW YORK MELL 2,500.00 2018 10/31/2024 PRINTED 000547 CARSON TERRACE PARTNERS L 6,110.00 5 CHECKS CASH ACCOUNT TOTAL 43,412.55 .00 City of Carson

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UNCLEARED CLEARED
5 CHECKS FINAL TOTAL 43,412.55 .00 ** END OF REPORT - Generated by Jane Manalo **

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 11. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Accounting Subject: CONSIDER ADOPTING RESOLUTION NO. 24-11-CSA, A RESOLUTION OF THE CARSONSUCCESSOR AGENCY CLAIMS AND DEMANDS IN THE AMOUNT OF $1,890.00, DEMAND CHECK NUMBERSSA-001936 THROUGH SA-001936 (CITY COUNCIL) I. SUMMARY
RESOLUTION NO. 24-11-CSA, A RESOLUTION OF THE CARSON SUCCESSOR AGENCY CLAIMS AND DEMANDS INTHE AMOUNT OF $1,890.00, DEMAND CHECK NUMBERS SA-001936 THROUGH SA-001936.

II. RECOMMENDATION
WAIVE further reading and ADOPT Resolution NO. 24-11-CSA, "A RESOLUTION OF THE CARSON SUCCESSOR AGENCY CLAIMS AND DEMANDS IN THE AMOUNT OF $1,890.00, DEMAND CHECK NUMBERS SA-001936 THROUGH SA-001936".

III. ALTERNATIVES
NONE.

IV. BACKGROUND
THE CARSON SUCCESSOR AGENCY DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: SECTION 1: The claims and demands have been reviewed and veriﬁed for accuracy and compliance with thebudget and applicable agreements and are hereby ratiﬁed in the amount herein after set forth, a copy of which isattached hereto as Exhibit No. 1. SECTION 2: On November 19, 2024, the Carson Successor Agency ratiﬁed the above demand numbers SA-001936through SA-001936. The City Treasurer is hereby directed to pay out the funds named hereon, to each of theclaimants listed above, the amount of warrant appearing opposite their respective names, for the purpose statedon the respective demands, making a total of $1,890.00.  SECTION 3: That the City Clerk shall certify to the passage and adoption of this Resolution and enter it into thebook of original resolutions.   PASSED, APPROVED, and ADOPTED this 19TH DAY OF NOVEMBER, 2024.  CARSON SUCCESSOR AGENCY, to the dissolved CARSON REDEVELOPMENT AGENCY, a public body 701 East Carson Street
APPROVED AS TO FORM: ________________________________________Sunny K. Soltani, Agency Counsel    CITY OF CARSON:  _________________________________________Lula Davis-Holmes, Chairman   ATTEST: _________________________________________Dr. Khaleah K. Bradshaw, Secretary V. FISCAL IMPACT
CERTIFICATION In accordance with Section 37202 of the California Government Code, I hereby certify that the above demands areaccurate and that funds are available for payment thereof. I certify under penalty of perjury that the foregoing istrue and correct.   EXECUTED THE 19TH DAY OF NOVEMBER, 2024 AT CARSON, CALIFORNIA:   _________________________________________ David C. Roberts, Jr., Executive Director STATE OF CALIFORNIA )COUNTY OF LOS ANGELES ) ss.CITY OF CARSON ) I, Dr. Khaleah K. Bradshaw, Secretary of the Carson Successor Agency, California, hereby attest to and certify thatthe foregoing resolution, being Resolution No. 24-11-CSA, adopted by the City of Carson City Council at its meetingheld on November 19, 2024 by the following vote: AYES: AUTHORITY BOARD MEMBERS:NOES: AUTHORITY BOARD MEMBERS: ABSTAIN: AUTHORITY BOARD MEMBERS: ABSENT: AUTHORITY BOARD MEMBERS:   _____________________________________Dr. Khaleah K. Bradshaw, Secretary VI. EXHIBITS
EXHIBIT NO. 1: DEMAND RESOLUTION #24-11-CSA

Attachments
Exhibit 1 CSA Demand Reso #24-11-CSA.pdf
City of Carson

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FOR CASH ACCOUNT: 782-99-999-999-1030- FOR: All CHECK # CHECK DATE TYPE VENDOR NAME UNCLEARED CLEARED BATCH CLEAR DATE 1936 10/24/2024 PRINTED 001924 THE BANK OF NEW YORK MELL 1,890.00 1 CHECKS CASH ACCOUNT TOTAL 1,890.00 .00 City of Carson

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UNCLEARED CLEARED
1 CHECKS FINAL TOTAL 1,890.00 .00 ** END OF REPORT - Generated by Jane Manalo **

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 12. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Administration Subject: CONSIDER A REPORT ON ALL INTRADEPARTMENTAL BUDGET TRANSFERS APPROVEDUNDER THE CITY MANAGER OR DESIGNEE AUTHORITY FOR THE MONTH OF OCTOBER 2024 PERORDINANCE 24-2401 (CITY COUNCIL) I. SUMMARY
On February 20, 2024 (Item No. 27) Council approved the second reading of Ordinance 24 -2401 amending section 2955.1 (Budget Transfers) of Chapter 9.5 (Fiscal Administration) of Article II (Administration) of the Carson Municipal Code. Section 2 requires that once per month during a regular City Council meeting, a list of all interdepartmental budget transfers approved under City Manager authority, including any Departmental Director- approved transfers, shall be presented to the City Council. Staff are presenting to Council a report for Interdepartmental Transfers authorized by the City Manager or Designee for the period of October (Exhibit No. 1).

This staff report outlines departmental budget transfers for review by the City Council. It provides a comprehensive overview of the proposed transfers, their rationale, and the impact on departmental operations. The report aims to ensure transparency and ﬁscal responsibility in managing the city's budget II. RECOMMENDATION
RECEIVE and FILE this information.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate and consistent with the requirements of the law IV. BACKGROUND
The city's budget is a critical tool for allocating resources to various departments and initiatives, ensuring the eﬃcient delivery of services to residents. Throughout the ﬁscal year, departments may encounter unforeseen circumstances or evolving priorities that necessitate adjustments to their budgets. These adjustments often involve transferring funds between line items to address emerging needs or to capitalize on new opportunities. 701 East Carson Street
In compliance with city regulations, department directors may also approve interdepartmental budget transfers within their respective Departments on terms prescribed by the City Manager (subject to compliance with this section and applicable law), except that: (i) Department Directors shall not be permitted to approve any interdepartmental budget transfers involving personnel-related funds or expenditures, such as salaries or beneﬁts; and (ii) the City Manager shall have authority to restrict (including by removing) the interdepartmental budget transfer authority of one or more Department Directors as deemed necessary in the City Manager’s sole discretion.

These requests undergo careful review to assess the justiﬁcation, necessity, and potential impact of the proposed transfers. The City Manager's oﬃce then presents these requests to the City Council.

Attached as Exhibit 1 is the Interdepartmental Transfers Report for City Manager or Designee Authority executed inOctober V. FISCAL IMPACT
None.

VI. EXHIBITS

1. Interdepartmental Transfers - October 2024

Attachments
Exhibit No. 1 - Intradepartmental Transfers - October 2024.pdf

INTRADEPARTMENTAL TRANSFERS

EFFECTIVE DATE DEPARTMENT ACCOUNT FROM AMOUNT

FROM ACCOUNT TO AMOUNT TO DESCRIPTION OF TRANSFER
10/21/2024 City Manager-Housing 215-50-720-100-5002 $ 59,400.00 215-50-720-100-6004 59,400.00$ CDBG2024-25 Entitlement Funds to cover consulting services. 10/21/2024 Public Works 205-99-999-999-3601 $ 114,361.90 205-80-801-100-8004 114,361.90$ To fund expense account for SB1383 Resident Organic Recycling Grant 10/22/2024 Community Services 244-90-950-709-4991 $ 735.00 244-90-950-709-6004 100,947.98$ Transfer of funds generated from Special Event revenues to expense budget. 10/22/2024 Community Services 244-90-950-709-4995 $ 41,115.98 244-90-950-709-6004 Continued Continued 10/22/2024 Community Services 244-90-950-709-4996 $ 14,097.00 244-90-950-709-6004 Continued Continued 10/22/2024 Community Services 244-90-950-709-4999 $ 45,000.00 244-90-950-709-6004 Continued Continued 10/24/2024 Public Works 101-80-840-281-6500 $ 250,000.00 101-80-840-281-8004 276,882.73$ Transfer funds for the purchase of a Asphalt Paver approved by Council 10/1/2024. 10/24/2024 Public Works 101-80-840-294-6004 $ 26,882.73 101-80-840-281-8004 Continued Continued EXHIBIT NO. 1

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 13. To: Honorable Mayor and City Council From: William Jefferson, Director of Finance FIN Subject: CONSIDER A REPORT OF ALL CITY CONTRACTS APPROVED UNDER CITY MANAGER ORDESIGNEE AUTHORITY FOR THE PERIOD OCTOBER 1, 2024 THROUGH OCTOBER 31, 2024 PURSUANT TOCMC SECTION 2607 (CITY COUNCIL) I. SUMMARY
This City Manager is presenting to the City Council a list of all new contracts and amendments procured under CityManager or designee's authority as required by Section 2604 of the Carson Municipal Code for the period October1, 2024 through October 31, 2024.

II. RECOMMENDATION
RECEIVE and FILE this information.

III. ALTERNATIVES
TAKE another action as deemed appropriate by the City Council, consistent with the requirements of the law.

IV. BACKGROUND
On January 9, 2024 (Item No. 27), Council approved Ordinance No. 23-2309 amending various sections of Chapter 6 (Purchasing System) of Article II (Administration) of the Carson Municipal Code. Ordinance No. 23-2309 increased the City Manager's authority to procure materials, supplies, equipment, services and professional services from $25,000 to $75,000. Section 2604 now requires the City Manager to, once per month, present to the City Council a list of all new contracts and amendments procured under City Manager or designee's authority.

Attached as Exhibit 1 is the City Manager's Contract Report for contracts executed between October 1, 2024 and October 31, 2024.

V. FISCAL IMPACT
None.

VI. EXHIBITS

1. Contract Report - October 2024

701 East Carson Street
Attachments
Exhibit 1: Contract Report - October 2024
Signatory Holder Original/
Amendment
Contract
Number Vendor Name Vendor
Number Category Description of Service Sum Department
Effective
Date
(Attestation
Date - pg 1)
Expiration
Date
M WHITTIKER Original 24-229 JAZZ IN PINK 6715 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $3,500.00 COMMUNITY SERVICES 10/05/2024 * M WHITTIKER Original 24-230 DONALD HAYES 4308 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $3,500.00 COMMUNITY SERVICES 10/05/2024 * M WHITTIKER Original 24-231 GAVIN RHONE 5541 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $7,000.00 COMMUNITY SERVICES 10/05/2024 * M WHITTIKER Original 24-236 RELIANT TALENT AGENCY LLC 8408 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $10,000.00 COMMUNITY SERV ICES 10/05/2024 * M WHITTIKER Original 24-241 REQUEST LINE MUSIC 3304 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $700.00 COMMUNITY SERVICES 10/05/ 2024 * M WHITTIKER Original 24-246 MIXONE SOUND 2703 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $9,000.00 COMMUNITY SERVICES 10/05/2024 * M WHITTIKER Original 24-206 AALON BUTLER 6455 EVENT SERVICE PROVIDE AGREEMENT 2024 SENIOR HALLOWEEN LUNCHEON $800.00 COMMUNITY SERVICES 10/11/2024 * M WHITTIKER Original 24-248 REQUEST LINE MUSIC 3304 EVENT SERVICE PROVIDE AGREEMENT 2024 FAHM CELEBRATION $1,000.00 COMMUNITY SERVICES 1 0/12/2024 * M WHITTIKER Original 24-252 ARDYANNA DUCUSIN 7318 EVENT SERVICE PROVIDE AGREEMENT 2024 FAHM CELEBRATION $200.00 COMMUNITY SERVICES 10/12 /2024 * M WHITTIKER Original 24-242 REQUEST LINE MUSIC 3304 EVENT SERVICE PROVIDE AGREEMENT 2024 WOMEN'S HEALTH CONFERENCE $700.00 COMMUNITY SE RVICES 10/18/2024 * M WHITTIKER Original 24-247 NEICE KNIGHT 7453 EVENT SERVICE PROVIDE AGREEMENT 2024 WOMEN'S HEALTH CONFERENCE $100.00 COMMUNITY SERVICES 10/18/2024 * M WHITTIKER Original 24-254 NIKKI SHORTS 7736 EVENT SERVICE PROVIDE AGREEMENT 2024 WOMEN'S HEALTH CONFERENCE $1,400.00 COMMUNITY SERVIC ES 10/18/24 * M WHITTIKER Original 24-255 TOBIAS LEVI MOODY 8180 EVENT SERVICE PROVIDE AGREEMENT 2024 WOMEN'S HEALTH CONFERENCE $600.00 COMMUNITY SER VICES 10/18/24 * M WHITTIKER Original 24-259 ARJAY FERRER JIMENEZ 3104 EVENT SERVICE PROVIDE AGREEMENT 2024 LARRY ITLIONG DAY $1,500.00 COMMUNITY SERVIC ES 10/26/2024 * D ROBERTS Original 24-270 MILAGRO MEDIA STRATEGIES 8434 EVENT SERVICE PROVIDE AGREEMENT 2024 GROUNDBREAKING EVENT - MILLS PARK $4,200. 00 ISPM 10/29/24 * D ROBERTS Original 24-269 MILAGRO MEDIA STRATEGIES 8434 EVENT SERVICE PROVIDE AGREEMENT 2024 GROUNDBREAKING EVENT - FOISIA PARK $4,200 .00 ISPM 10/30/24 * D ROBERTS Original 24-268 MILAGRO MEDIA STRATEGIES 8434 EVENT SERVICE PROVIDE AGREEMENT 2024 GROUNDBREAKING EVENT - CARRIAGE CREST $4, 200.00 ISPM 10/31/24 * M WHITTIKER Original 24-271 REQUEST LINE MUSIC 3304 EVENT SERVICE PROVIDE AGREEMENT 2024 HALLOWEEN CARNIVAL $700.00 COMMUNITY SERVICES 1 0/31/24 * M WHITTIKER Original 24-238 NORMAN BROWN 8409 EVENT SERVICE PROVIDE AGREEMENT 2024 JAZZ FESTIVAL $10,000.00 COMMUNITY SERVICES 10/5/2024 *

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 14. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVING A MEMORANDUM OF UNDERSTANDING WITH LOS ANGELESCOUNTY METROPOLITAN TRANSPORTATION AUTHORITY FOR PROPOSITION A DISCRETIONARYINCENTIVE GRANT PROGRAM FUNDING (CITY COUNCIL) I. SUMMARY
The Los Angeles County Metropolitan Transportation Authority (LACMTA) issues a Memorandum of Understanding(MOU) to over 40 participating agencies each year as part of its voluntary Proposition A Discretionary IncentiveGrant Program. In exchange for reporting transit data to support local, state, and regional planning efforts,agencies may request an allocation of grant funds. By executing the proposed MOU with LACMTA for Report Year2022, the City will be eligible to retroactively invoice LACMTA in the total amount of $56,301.

II. RECOMMENDATION

1. APPROVE the “Proposition A Discretionary Incentive Grant Program Memorandum of Understanding for Collecting and Reporting Data for the National Transit Database for Report Year 2022” between the City of Carson and Los Angeles County Metropolitan Transportation Authority (Exhibit No. 1. “LACMTA MOU”); and

2. AUTHORIZE the Mayor to execute the LACMTA MOU, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate.

IV. BACKGROUND
On an annual basis, LACMTA issues a MOU to over 40 participating agencies as part of its voluntary Proposition ADiscretionary Incentive Grant Program. Participants, including the City of Carson, report transit data from the priorﬁscal year to the National Transit Database (NTD) by October 31st each year. This data aids the Federal TransitAdministration (FTA) with local, state, and regional planning efforts. Additionally, the data provides decisionmakers with resources such as multiyear comparisons and trend analyses relating to public transit servicesnationwide. In exchange for this data, agencies may request an allocation of grant funds through LACMTA.

Allocations are based on the number of revenue miles (service miles) performed over the course of a given ﬁscalyear. LACMTA issues MOUs approximately two years following each ﬁscal year on a rolling basis. For Report Year2022, i.e., July 1, 2021 - June 30, 2022, the City can request $46,635 for rendering Dial-A-Ride service, and $9,666for ﬁxed-route service. 701 East Carson Street
The proposed MOU is a standard form agreement of LACMTA that is required for all participating agencies, and theCity has not sought to negotiate its provisions. The conditions of the funding are set forth in Article 4, including anindemniﬁcation provision in favor of LACMTA, a provision stating the City agrees that the funds will be used forprojects that meet the eligibility, administrative, audit and lapsing requirements of the Proposition A and C LocalReturn guidelines most recently adopted by the LACMTA Board, and a provision stating the expenditures will besubject to audit as part of LACMTA’s annual Consolidated Audit. Article 5 states that LACMTA reserves the right toterminate the MOU and withhold or recoup funds if it determines that the City has not met the requirementsspeciﬁed by the FTA for collecting and submitting NTD statistics through LACMTA.

By executing the proposed MOU with LACMTA for Report Year 2022, the City will be eligible to retroactively invoiceLACMTA in the total amount of $56,301.

V. FISCAL IMPACT
Should the City Council approve the recommendation, payment from LACMTA in the total amount of $56,301, oncereceived, will be deposited in Proposition A account no. 218-99-999-999-4513.

VI. EXHIBITS

1. LACMTA MOU

Attachments
Exhibit No. 1 - LACMTA MOU.pdf
MOUPAICARS24000

PROPOSITION A DISCRETIONARY INCENTIVE GRANT PROGRAM

MEMORANDUM OF UNDERSTANDING

FOR COLLECTING AND REPORTING DATA FOR THE

NATIONAL TRANSIT DATABASE
FOR REPORT YEAR 2022

This Memorandum of Understanding (MOU) is entered into as of May 1, 2024 by and between Los Angeles County Metropolitan Transportation Authority (“LACMTA”) and the City of Carson (the “City”).

WHEREAS, on November 14, 1980, the voters of the County of Los Angeles approved by majority vote Proposition A, an ordinance establishing a one-half percent sales tax for public transit purposes; and

WHEREAS, at its September 26, 2001 meeting, the LACMTA authorized payment of Proposition A Discretionary Incentive funds to each participating agency in an amount equal to the Federal funds generated for the region by each agency’s reported data; and

WHEREAS, at its June 22, 2023 meeting, LACMTA approved the Fiscal Year FY 2023-24 transit fund allocations, which included funds to make payments to all cities that voluntarily reported NTD data for FY 2021-22; and

WHEREAS, the City has voluntarily submitted their FY2021-22 data to the National Transit Database (NTD) and have successfully met all NTD and Federal Transit Administration (FTA) requirements in order to generate Federal 5307 funds for the Los Angeles County region; and

WHEREAS, the City has requested funds under the Proposition A Discretionary Incentive Program for collecting and reporting data for the NTD from the FY 2021-22 Report Year (the “Project”); and

WHEREAS, on April 1, 2024, the Federal Transit Administration (FTA) published in the Federal Register the FY 2023-24 Apportionments, Allocations, and Program Information including unit values for the data reported to the NTD; and

WHEREAS, the parties desire to agree on the terms and conditions for payment for the Project.

NOW, THEREFORE, LACMTA and the City hereby agree to the following terms and procedures:

ARTICLE 1. TERM

1.0 This Memorandum of Understanding (“MOU”) will be in effect from May 1, 2024, through June 30, 2027 at which time all unused funds shall lapse.

ARTICLE 2. STANDARDS

2.0 To receive payment for the submittal of the FY 2021-22 NTD statistics, the City warrants that it:

A. Adhered to the Federal Guidelines for collecting and Reporting NTD statistics including all audit requirements;

B. Prepared and submitted the FY 2021-22 ANNUAL NTD REPORT of the City’s fixed-route and/or demand response transit service to the NTD on or before October 31, 2022;

C. Prepared and submitted the FY 2021-22 ANNUAL NTD REPORT of the City’s fixed-route and/or demand response transit service to the LACMTA on or before February 15, 2023;

ARTICLE 3. PAYMENT OF FUNDS TO CITY

3.0 LACMTA shall pay the City for collecting and reporting FY 2021-22 NTD statistics.

LACMTA shall pay the City for submitting the FY 2021-22 ANNUAL NTD REPORT for the applicable transit services as follows:

MOTOR BUS SERVICE
For City’s motor bus service, LACMTA shall pay an amount equal to the 13,788 revenue vehicle miles reported by the City multiplied by the FTA unit value of

0.70102255316358331 per revenue vehicle mile. See Attachment A for detail.

DIAL-A-TAXI SERVICE
For City’s dial-a-ride service, LACMTA shall pay an amount equal to the 66524 revenue vehicle miles reported by the City multiplied by the FTA unit value of

0.70102255316358331 per revenue vehicle mile. See Attachment A for detail.

3.1 The City shall submit one invoice to LACMTA prior to June 30, 2027, in the amount of $56,301 to receive its payment described above.

3.2 INVOICE BY CITY:

Send invoice with supporting documentation to:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P. O. Box 512296
Los Angeles, CA 90051-0296
[email protected]

Re: LACMTA MOU# MOUPAICARS24000 M.S. Chelsea Meister (99-4-3)

ARTICLE 4. CONDITIONS

4.0 The City agrees to comply with all requirements specified by the FTA guidelines for reporting NTD statistics.

4.1 The City understands and agrees that LACMTA shall have no liability in connection with the City’s use of the funds. The City shall indemnify, defend, and hold harmless LACMTA and its officers, agents, and employees from and against any and all liability and expenses including defense costs and legal fees and claims for damages of any nature whatsoever, arising out of any act or omission of the City, its officers, agents, employees, and subcontractors in performing the services under this MOU.

4.2 The City is not a contractor, agent or employee of LACMTA. The City shall not represent itself as a contractor, agent or employee of LACMTA and shall have no power to bind LACMTA in contract or otherwise.

4.3 The City agrees that expenditure of the Proposition A Discretionary Incentive funds will be used for projects that meet the eligibility, administrative, audit and lapsing requirements of the Proposition A and Proposition C Local Return guidelines most recently adopted by the LACMTA Board.

4.4 These expenditures will be subject to AUDIT as part of LACMTA’s annual Consolidated Audit.

ARTICLE 5. REMEDIES

5.0 LACMTA reserves the right to terminate this MOU and withhold or recoup funds if it determines that the City has not met the requirements specified by the FTA for collecting and submitting NTD statistics through LACMTA.

ARTICLE 6. MISCELLANEOUS

6.0 This MOU constitutes the entire understanding between the parties, with respect to the subject matter herein.

6.1 The MOU shall not be amended, nor any provisions or breach hereof waived, except in writing signed by the parties who agreed to the original MOU or the same level of authority.

ARTICLE 7. CONTACT INFORMATION

7.0 LACMTA's Address:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012
Attention: Chelsea Meister (99-21-3)
[email protected]

7.1 City’s Address:

Carson
801 E. Carson St.

Carson,CA 90745
Attn: Jason Jo
[email protected]

IN WITNESS WHEREOF, the City and LACMTA have caused this MOU to be executed by their duly authorized representatives on the date noted below:

CITY:

City of Carson Los Angeles County Metropolitan
Transportation Authority

_________________________ By: ___________________________ STEPHANIE N. WIGGINS
Mayor/City Manager Chief Executive Officer

Date: ____________________ Date: _______________________

APPROVED AS TO FORM: APPROVED AS TO FORM:

DAWYN R. HARRISON
County Counsel

By: _____________________ By: ____________________
Legal Counsel Deputy

Date: ____________________ Date: __________________

ATTACHMENT A
LACMTA Voluntary NTD Reporting Program for FY22
Using FY24 FTA Formula Programs Apportionment Data Values Jurisdiction MODE
Total Vehicle
Revenue Miles $ from VRM
Tier II
Operator
Deduction
Total ($)Due
to
Jurisdiction
Alhambra MB 168,115 117,852.41 117,852 178,639 Alhambra DR 86,711 60,786.37 60,786 Artesia DR (DT) 3,956 2,773.25 2,773 Azusa DR 28,615 20,059.76 20,060 Baldwin Park MB 173,378 121,541.89 121,542 139,086 Baldwin Park DR 25,027 17,544.49 17,544 Bell MB 33,351 23,379.80 23,380 Bell DR 14,950 10,480.29 10,480 Bellflower MB 72,617 50,906.15 50,906 58,146 Bellflower DR 10,327 7,239.46 7,239 Bell Gardens MB 91,237 63,959.19 63,959 81,790 Bell Gardens DR 25,435 17,830.51 17,831 Burbank MB 212,160 148,728.94 (19,766) 128,963 Calabasas MB 65,374 45,828.65 45,829 51,463 Calabasas DR 8,037 5,634.12 5,634 Carson MB 13,788 9,665.70 9,666 56,301 Carson DT 66,524 46,634.82 46,635 Cerritos MB 100,933 70,756.31 70,756 97,359 Cerritos DR 37,948 26,602.40 26,602 Compton MB 185,493 130,034.78 130,035 130,192 Compton DR 224 157.03 157 Covina DR 43,672 30,615.06 30,615 Cudahy MB 33,395 23,410.65 23,411 30,244 Cudahy DR 9,747 6,832.87 6,833 Downey MB 103,313 72,424.74 72,425 101,291 Downey DR 41,178 28,866.71 28,867 Duarte MB DID NOT REPORT F - -
El Monte MB 221,303 155,138.39 155,138 192,668 El Monte DR 53,536 37,529.94 37,530 Glendora MB 44,811 31,413.52 31,414 61,485 Glendora DR 42,896 30,071.06 30,071 Huntington Park MB 147,119 103,133.74 103,134 132,064 Huntington Park DT 41,268 28,929.80 28,930 LACDPWAvocado MB 39,129.00 27,430.31 27,430 LACDPWELA MB 226,843.00 159,022.06 159,022 LACDPWELA DR 32,646.00 22,885.58 22,886 181,908 LACDPWEast Valinda MB 44,279.00 31,040.58 31,041 LACDPWKing Medical MB 37,428.00 26,237.87 26,238 LACDPWWillowbrook Shuttle MB 73,799.00 51,734.76 51,735 542,348 LACDPWS.Whittier MB 196,000.00 137,400.42 137,400 LACDPWAthens MB 36,721.00 25,742.25 25,742 LACDPWLennox MB 30,216.00 21,182.10 21,182 LACDPWFloranceFirestone MB 56,592.00 39,672.27 39,672 Lakewood DR 52,213 36,602.49 36,602 Lawndale MB DID NOT REPORT F - -
Lynwood MB 147,420 103,344.74 103,345 Malibu DT 5,867 4,112.90 4,113 ManhattanBeach DR 22,484 15,761.79 15,762 Maywood MB 31,380 21,998.09 21,998 32,276 Maywood DR 14,662 10,278.39 10,278 MontereyPark MB - - - 11,785 MontereyPark DR 16,811 11,784.89 11,785 Pico Rivera DR 8,765 6,144.46 6,144 Rosemead MB 104,818 73,479.78 73,480 94,855 Rosemead DR 30,491 21,374.88 21,375 Santa Fe Springs DR 12,570 8,811.85 8,812 South Gate MB 118,783 83,269.56 83,270 160,309 South Gate DT 109,896 77,039.57 77,040 SouthPasadena DR 20,054 14,058.31 14,058 WestCovina MB 155,047 108,691.44 108,691 135,451 WestCovina DR 38,172 26,759.43 26,759 West Hollywood MB 114,445 80,229 80,229 Total 3,869,524 2,792,852 (19,766) 2,773,086 FY24 Revenue Mile Rate 0.701022553

ATTACHMENT A
LACMTA Voluntary NTD Reporting Program for FY '22
Using FY '24 FTA Formula Programs Apportionment Data Unit Values Jurisdiction MODE
Total Vehicle
Revenue Miles
Total Vehicle
Revenue Hours
Total Passenger
Miles
Total Operating
Costs $ from VRM $from OPCOST Total Generated
Total ($)Due to
Jursd Before
Tier 2
Deduction
Tier II
Operator
Deduction
Total ($)Due to
Jurisdiction
Glendale MB 871,699 100,417 1,127,888 10,012,370 611,080.66 8,770 619,851$ 619,851 (82,378) 537,473 Pasadena MB 739,633 71,223 1,905,376 6,777,893 518,499.41 36,974 555,473$ 555,473 (73,822) 481,651 LADOT COMMUNITY DASH MB 4,118,894 292,898 11,327,239 40,076,119 2,887,437 220,998 3,108,436$ 3,108,436 (413,110) 2,695,326 LADOT DEPARTMENT OF AGING DR 169,282 28,228 306,343 3,955,395 118,670 1,638 120,308$ 120,308 120,308 Total LADOT 4,288,176 321,126 11,633,582 44,031,514 3,006,108 222,636 3,228,744$ 3,228,744 2,815,634 - -
Total NTD 5307 Funds 5,899,508 492,766 14,666,846 60,821,777 4,135,688 268,380 4,404,068 4,404,068 (569,310) 3,834,758 -
FY24 Revenue Mile Rate *
FY24 Passenger Mile Rate

0.7010226

0.0690283

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 15. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Operations Subject: CONSIDER APPROVING A CONTRACT SERVICES AGREEMENT WITH MERCHANTLANDSCAPE SERVICES, INC., TO LASER LEVEL THE BASEBALL DIAMOND INFIELDS AT CARSON,DOLPHIN, AND DOMINGUEZ PARKS (CITY COUNCIL) I. SUMMARY
The existing baseball diamond inﬁelds at Carson, Dominguez and Dolphin Parks are in poor playing condition due to excessive play, weather, and erosion. To restore these City ball ﬁelds to optimal playing condition, staff has selected Merchant Landscape Services, Inc. (Merchant) to bring the necessary amount of inﬁeld mix and laser level the surface of the baseball diamond inﬁelds. Staff recommends the City Council approve the proposed Contract Services Agreement with Merchant to perform this task at Carson, Dominguez and Dolphin Parks (including one inﬁeld at Carson Park, one at Dominguez Park and two at Dolphin Park, for a total of four inﬁelds) for a total amount not to exceed $97,840.00 ($24,460.00 per ﬁeld).

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Contract Services Agreement between the City of Carson and Merchant Landscape Services, Inc., to provide laser leveling services for the baseball ﬁelds at Carson, Dominguez and Dolphin Parks for a not-to-exceed Contract Sum of $97,840.00 (Exhibit No. 1; "Agreement").

2. AUTHORIZE the City Manager to execute the Agreement following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE any other action the City Council deems appropriate and consistent with the requirements of applicable law.

IV. BACKGROUND
The City of Carson is responsible for the maintenance of 21 baseball diamonds throughout 10 City parks. Through normal use, ruts can develop around the bases and uneven areas can be caused by extensive play, erosion, and weather events. Laser leveling helps to address these issues and restores the ﬁelds to a smooth, even condition.

Laser leveling is a precise and eﬃcient method to grade ﬁelds which ensures optimal play ability and safety for all users.
701 East Carson Street
To address the need for leveling of City ball ﬁelds, staff issued a formal Request for Proposals (RFP) 24-006. Only one proposal was received in response to the RFP, and during the job walk the vendor disclosed its lack of experience for the magnitude of the scope requested. The proposal further conﬁrmed limited equipment and staﬃng that would not be suﬃcient for the City’s needs based on the requirements outlined in the scope of work.

Accordingly, the City rejected all proposals pursuant to CMC 2611(l), and no award was made pursuant to the RFP.

Due to the lack of an award made pursuant to the RFP and based on the Purchasing Manager determination that these services constitute professional services as deﬁned in CMC 2601(n) because of the high degree of technical or individual skill involved, staff proceeded to issue notice to a number of potential vendors adequate to permit reasonable competition consistent with the nature and requirements of the procurement pursuant to CMC 2611(c) (1)(iii).

Among other responses to this notice, City staff received a proposal from Merchant Landscape Services, Inc. (Merchant), a reputable contractor with experience in ﬁeld leveling and maintenance. Merchant has provided evidence that it possesses the expertise and experience to perform the requisite professional services. The recommended draft Agreement (Exhibit No. 1) was prepared based on Merchant’s proposal.

The proposed scope of work set forth in the Agreement includes:

Laser leveling of the following City baseball/softball inﬁelds: (1) Dolphin Park Field #1; (2) Dolphin Park Field #2; (3) Dominguez Park Field #1; and (4) Carson Park Field #1.

Providing 50 tons of Pro Gold Mix with Turf face for each ﬁeld, for a total of 200 tons.

Providing labor to install the Pro Gold Mix, remove and re-install all ﬁeld hardware (e.g., base pegs, pitching rubbers, home plates), rototill and prepare the ﬁelds for laser leveling, and otherwise complete the services for all ﬁelds.

Provide all necessary equipment, tools, materials and supplies to complete the services for all ﬁelds.

In March 2024, Hemingway, Stevenson, and Veterans Parks underwent the very same laser leveling with positive results. Based on daily use and resulting wear on the baseball ﬁelds at Carson, Dolphin, and Dominguez Parks, laser leveling is now needed to restore these ﬁelds to safe and optimal conditions.

Staff recommends the City Council approve the proposed Agreement with Merchant to perform this task at Carson, Dominguez and Dolphin Parks (including one inﬁeld at Carson Park, one at Dominguez Park and two at Dolphin Park, for a total of four inﬁelds) for a total amount not to exceed $97,840.00 ($24,460.00 per ﬁeld). The project is expected to be completed within 90 business days from City's issuance of a notice to proceed.

V. FISCAL IMPACT
None. Funds are included in the adopted FY 2024 - 2025 budget in Account No. 101-90-970-105-6004 and Account No. 101-90-970-107-6004.

VI. EXHIBITS

1. Merchant Landscape Services, Inc. draft Contract Services Agreement Prepared by: Michael Whittiker, Director of Community Services/Recreation/Park Maintenance Department, and Modesto Bolaños, Landscape and Park Maintenance Superintendent

Attachments
MERCHANT LANDSCAPE SERVICES INC- CONTRACT.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
MERCHANTS LANDSCAPE SERVICES, INC.

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
MERCHANTS LANDSCAPE SERVICES, INC.

THIS AGREEMENT FOR CONTRACT SERVICES (herein <Agreement99) is made and enteredintothis _4dayoff , 2024 by and between the CITY OF CARSON, a California municipal corporation (<City=) and MERCHANTS LANDSCAPE SERVICES, INC., a California corporation (<Consultant=). City and Consultant are sometimes hereinafter individually referred to as <Party= and hereinafter collectively referred to as the <Parties.=

RECITALS
A. City has sought the performance of the services defined and described particularly in Article 1 of this Agreement.

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

C. Pursuant to the City of Carson9s Municipal Code, City has authority to enter into and execute this Agreement.

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

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

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

As a material inducement to the City entering into this Agreement, Consultant represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experienced in performing the work and services contemplated herein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and services required hereunder and that all materials will be both of good quality as well as fit for the purpose intended. For purposes of this Agreement, the phrase <highest 01007.0001/1016882.3 -l-
professional standards= shall mean those standards9 of practice recognized by one or more first- class firms performing similar work under similar circumstances.

1.2 Consultant9s Proposal.

The Scope of Service shall include the Consultant9s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. \

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the Consultant9s performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City, its officers, employees or agents of City, against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant (i) has thoroughly investigated and considered the scope of services to be performed, (ii) has carefully considered how the services should be performed, and (iii) fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. If the services involve work upon any site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquainted with the conditions there existing, prior to commencement of services hereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the services hereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant9s risk until written instructions are received from the Contract Officer.

1.6 Care of Work.

The Consultant shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City9s own negligence.
01007.0001/1016882.3 -2-

1.7 Further Responsibilities of Parties.

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

1.8 Additional Services.

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

1.9 Special Requirements.

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

1.10 Compliance with Labor and Wage Laws.

The Services are subject to prevailing wages under the Labor Code and as such, the below provisions will apply.
(a) Public Work. The Parties acknowledge that the work to be performed under this Agreement is a <public work= as defined in Labor Code Section 1720 and that this Agreement is therefore subject to the requirements of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works contracts and the rules and regulations established by the Department of Industrial Relations (<DIR=) implementing such statutes. The work performed under this Agreement is subject to compliance monitoring and enforcement by the DIR. Consultant shall post job site notices, as prescribed by regulation. 01007,0001/1016882.3 -3-
(b) Registration with DIR. Pursuant to Labor Code section 1771.1, Consultant and all subcontractors must be registered with, and pay an annual fee to, the DIR prior to and during the performance of any work under this Agreement. (c) Prevailing Wages. Consultant shall pay prevailing wages to the extent required by Labor Code Section 1771. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at City Hall and will be made available to any interested party on request. By initiating any work under this Agreement, Consultant acknowledges receipt of a copy of the DIR determination of the prevailing rate of per diem wages, and Consultant shall post a copy of the same at each job site where work is performed under this Agreement. If this Agreement is subject to the payment of federal prevailing wages under the Davis-Bacon Act (40 U.S.C. § 3141 et seq.), then Consultant shall pay the higher of either the state for federal prevailing wage applicable to each laborer. (d) Penalty for Failure to Pay Prevailing Wages. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Consultant shall, as a penalty to the City, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor.
(e) Payroll Records. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform the City of the location of the records. (f) Apprentices. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6, and 1777.7 and California Code of Regulations Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty (60) days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement.
(g) Eight-Hour Work Day. Consultant acknowledges that eight (8) hours labor constitutes a legal day9s work. Consultant shall comply with and be bound by Labor Code Section 1810.
(h) Penalties for Excess Hours. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours 01007.0001/1016882.3 -4-
in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of eight (8) hours per day, and forty (40) hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half (1%) times the basic rate of pay.
(i) Workers9 Compensation. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees if it has employees. In accordance with the provisions of California Labor Code Section 1861, Consultant certifies as follows:
<TJ am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers9 compensation or to undertake self- insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.= (j) Consultant9s Responsibility for Subcontractors. For every subcontractor who will perform work under this Agreement, Consultant shall be responsible for such subcontractor9s compliance with Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, and shall make such compliance a requirement in any contract with any subcontractor for work under this Agreement. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor9s compliance, including without limitation, conducting a review of the certified payroll records of the subcontractor on a periodic basis or upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any such failure by any subcontractor.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the <Schedule of Compensation= attached hereto as Exhibit <C= and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Ninety-Seven Thousand Eight Hundred Forty Dollars ($97,840.00) (the <Contract Sum99), unless additional compensation is approved pursuant to Section 1.8.

2.2 Method of Compensation.

The method of compensation may include: (i) a lump sum payment upon completion; (11) payment in accordance with specified tasks or the percentage of completion of the services, less contract retention; (iii) payment for time and materials based upon the Consultant9s rates as specified in the Schedule of Compensation, provided that (a) time estimates are provided for the performance of sub tasks, (b) contract retention is maintained, and (c) the Contract Sum is not exceeded; or (iv) such other methods as may be specified in the Schedule of Compensation. 01007.0001/1016882.3 -5-

2.3 Reimbursable Expenses.

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

2.4 Invoices.

Each month Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City9s Director of Finance.

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

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, or as provided in Section 7.3, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant9s correct and undisputed invoice; however, Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law.

2.5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Time is of the essence in the performance of this Agreement. 01007.0001/1016882.3 -6-

3.2 Schedule of Performance.

Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the <Schedule of Performance= attached hereto as Exhibit <D= and incorporated herein by this reference. When requested by the Consultant, extensions to the time period(s) specified in the Schedule of Performance may be approved in writing by the Contract Officer but not exceeding one hundred eighty (180) days cumulatively.
3,3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer9s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant9s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Edgar Valdovinos Branch Manager
(Name) (Title)
(Name) (Title)
(Name) (Title)
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It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Agreement.

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City. Additionally, Consultant shall utilize only competent personnel to perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant9s staff and subcontractors, if any, assigned to perform the services required under this Agreement. Consultant shall notify City of any changes in Consultant9s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant9s officers, employees, or agents are in any manner officials, officers, employees or agents of City. Neither Consultant, nor any of Consultant9s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City9s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4.3 Contract Officer.

The Contract Officer shall be Modesto Bolanos, Park Maintenance Superintendent, or such other person as may be designated by the City Manager. It shall be the Consultant9s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement.

4.4 Independent Consultant.

Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Consultant9s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of 01007.0001/1016882.3 -8-
Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

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

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance which shall cover all elected and appointed officers, employees and agents of City:
(a) General Liability Insurance (Coverage Form ISO CGL CG 00 01 or equivalent). A policy of comprehensive general liability insurance written on a per occurrence basis for bodily injury, personal injury and property damage. The policy of insurance shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit. (b) Worker9s Compensation Insurance. A policy of worker9s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for the Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement, with Employer9s Liability insurance coverage limits of at least $1,000,000.00.
(c) Automotive Insurance (Coverage Form ISO CA 00 01 including <any auto= and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
01007.0001/1016882.3 -9-
(d) Professional Liability. Professional liability insurance appropriate to the Consultant9s profession, as determined by the City9s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a <claims made= basis, and must include coverage for contractual liability. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant9s services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit <B=.
(g) Broader Coverages and Higher Limits. Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) days prior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until the Consultant has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.
01007.0001/1016882.3 -10-
All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following <cancellation= notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] fE
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant9s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer9s liability. _ Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant9s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant9s indemnification liabilities as provided in Section 5.3.

In the event the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City. \

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (<Indemnified Parties=) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein <claims or liabilities=) that may be asserted or claimed by any person, firm or entity arising out of or in 01007.0001/1016882.3 -11-
connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (<indemnitors=), or arising from Consultant9s or indemnitors9 reckless or willful misconduct, or arising from Consultant9s or indemnitors9 negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys9 fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agents, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys9 fees.

Consultant shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so Consultant shall be fully responsible to indemnify City hereunder therefore, and failure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City9s sole negligence or willful acts or omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City9s negligence, except that design professionals9 indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of Consultant and shall survive termination of this Agreement.

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated <A-= or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are ofa financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (<Risk Manager=) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant 01007.0001/1016882.3 -12-
agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder (the <books and records=), as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordance with generally accepted accounting principles and shall be complete and detailed. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts from such records. Such records shall be maintained for a period of three (3) years following completion of the services hereunder, and the City shall have access to such records in the event any audit is required. In the event of dissolution of Consultant9s business, custody of the books and records may be given to City, and access shall be provided by Consultant9s successor in interest. Notwithstanding the above, the Consultant shall fully cooperate with the City in providing access to the books and records if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports.

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

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials (the <documents and materials=) prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City9s sole risk and without 01007.0001/1016882.3 -13-
liability to Consultant, and Consultant9s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as <works made for hire= as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed <works made for hire= for the City.

6.4 Confidentiality and Release of Information.
(a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
(b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered <voluntary= provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorneys fees, caused by or incurred as a result of Consultant9s conduct. (d) Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, However, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION
7A California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal 01007.0001/1016882.3 -14-
jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant9s default shall not be deemed to result in a waiver of the City9s legal rights or any rights arising out of any provision of this Agreement. 73 Retention of Funds.

Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant9s acts or omissions in performing or failing to perform Consultant9s obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhere provided herein. 74 Waiver.

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

Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 01007.0001/1016882.3 -15-
75 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue a legal action under this Agreement. 77 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days9 written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days9 written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecute the same to completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to the Consultant for the purpose of set-off or partial payment of the amounts owed the City as previously stated. 01007.0001/1016882.3 -16-
719 Attorneys9 Fees.

If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney9s fees. Attorney9s fees shall include attorney9s fees on any appeal, and in addition a party entitled to attorney9s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement. Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class. 01007.0001/1016882.3 -17-

8.4 Unauthorized Aliens.

Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U.S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any liability or sanctions be imposed against City for such use of unauthorized aliens, Consultant hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys9 fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

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

9.3 Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement.

9.4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attempted waiver shall be void.
01007.0001/1016882.3 -18-

9.5 Severability.

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

9.6 Warranty & Representation of Non-Collusion.

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

Consultant9s Authorized Initials _,

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE}
01007.0001/1016882.3 -19-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation
David C. Roberts, Jr., City Manager
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[brj]
CONSULTANT:

MERCHANTS LANDSCAPE SERVICES, INC., a
California corporation
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By: 4 LZ, Z LE ge 444~
' Name: Mark Brower
Title: President
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By: (Ye Vas | Se
Name: Donna Brower
Title: Secretary
Address: 1510 §. Lyon St.

Santa Ana, CA. 92705
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT9S SIGNATURES

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

MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT9S BUSINESS ENTITY. 01007.0001/1016882.3 -20-

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

SARK RA RANA RASA OKOKER OR OR ORI SORS OK SOR OH SER SCA OUSORS OLS COR OHS KRIS SORSOKSOPSE OR SORSORSORROE LOR ESCR SRSA ASG, ,
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& September 30, 2024 Nadine Rodriguez, Notary Public ; On before me g 'y by Date , Here Insert Name and Title of the Officer
& Mark C. Brower ¢ ll d ,
: persona y appeare Name(s) of Signer(s)
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; who proved to me on the basis of satisfactory
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his/her/their authorized capacity(ies),, and that by
his/herAheir signature(s) on the instrument the
person(s), or the entity upon behalf of which the
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| certify under PENALTY OF PERJURY under the
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Item #5907
EXHIBIT <A=

SCOPE OF SERVICES
I. Consultant will perform the following Services related to exterior landscape maintenance of City athletic infields:

A. Laser leveling of the following City baseball/softball infields: (1) Dolphin Park Field #1; (2) Dolphin Park Field #2; (3) Dominguez Park Field #1; and (4) Carson Park Field #1;
B. Provide 50 tons of Pro Gold Mix with Turf face for each field, for a total of 200 tons;
C. Provide labor to install the Pro Gold Mix, remove and re-install all field hardware (e.g., base pegs, pitching rubbers, home plates), rototill and prepare the fields for laser leveling, and otherwise complete the services for all fields.

D. Provide all necessary equipment, tools, materials and supplies to complete the services for all fields.

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

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

A. Edgar Valdovinos, Branch Manager
B. Manuel Castillo, Laborer
Cc, Will Castro, Heavy Equipment Operator
01007.0001/1016882.3 A-l
EXHIBIT <B=

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
I. The first paragraph of Section 2.4 (Invoices) is hereby amended as follows:
<Upon completion of the work, Each-+menth-Consultant shall furnish to City an original invoice for all work performed and expenses incurred during the preceding month in a form approved by City9s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expenses by the following categories: labor (by sub-category), travel, materials, equipment, supplies, and sub-contractor contracts. Sub-contractor charges shall also be detailed by such categories. Consultant shall not invoice City for any duplicate services performed by more than one person.= Il. Subsection (d) (Professional Liability) of Section 5.1 (Insurance Coverages) is hereby deleted.
01007.0001/1016882.3 B-1
I. Consul
EXHIBIT <C=

SCHEDULE OF COMPENSATION
tant shall complete the Services for the following fixed fee amounts, inclusive of all costs and expenses:

Il. Within
Officer
Dolphin Park Field #1: $24,460, consisting of the following sub-budgets:

1. Field Laser Leveling: $5,500;

2. 50 tons of Pro Gold Mix with Turf fact at $200 per ton: $10,000;

3. Labor to install brick dust, roto till, remove hardware, and all other work:
$8,960.

Dolphin Park Field #2: $24,460, consisting of the following sub-budgets:

1. Field Laser Leveling: $5,500;

2. 50 tons of Pro Gold Mix with Turf fact at $200 per ton: $10,000;

3. Labor to install brick dust, roto till, remove hardware, and all other work:
$8,960.

Dominguez Park Field #1: $24,460, consisting of the following sub-budgets:

1. Field Laser Leveling: $5,500;

2. 50 tons of Pro Gold Mix with Turf fact at $200 per ton: $10,000; 3; Labor to install brick dust, roto till, remove hardware, and all other work:
$8,960.

Carson Park Field #1: $24,460, consisting of the following sub-budgets:

1. Field Laser Leveling: $5,500;

2. 50 tons of Pro Gold Mix with Turf fact at $200 per ton: $10,000;

3. Labor to install brick dust, roto till, remove hardware, and all other work:
$8,960.
the budgeted amounts for each Task, and with the approval of the Contract , funds may be shifted from one Task sub-budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 2.3.

Il. The City will compensate Consultant for the Services performed upon submission of a valid
01007.0001/1016882.3
invoice. Each invoice is to include, to the extent applicable:

C-1
A. Line items for all personnel describing the work performed and the applicable fixed fee.

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

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

IV. The total compensation for the Services shall not exceed $97,840 as provided in Section 2.1 of this Agreement.
01007.0001/1016882.3 C-2
EXHIBIT <D=

SCHEDULE OF PERFORMANCE

1. Consultant shall perform all Services timely in accordance with the following schedule:

Days to Perform
A. Completion of all Services 90 City business days (M-F, excluding holidays) from City9s Notice to Proceed
I. The Contract Officer may approve extensions for performance of the services in accordance with Section 3.2.
01007.0001/1016882.3 D-1

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 16. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER AWARDING A CONTRACT TO DON'S AUDIO VISUAL SERVICES TO PROVIDEAUDIOVISUAL SERVICES AT THE CARSON EVENT CENTER (CITY COUNCIL) I. SUMMARY
On August 29, 2024, the City issued Request for Proposals (RFP) 24-017 to ﬁnd qualiﬁed vendors to provide audiovisual rental products and services at the Carson Event Center (Exhibit No. 1). When the RFP closed on September 23, 2024, four (4) proposals were received (Exhibit No. 2). Upon completion of an extensive review and evaluation, Don’s Audio Visual Services was selected as the most qualiﬁed vendor (Exhibit No. 3 and Exhibit No. 4) and is recommended to be awarded a three (3) year Contract Services Agreement with two (2) optional one-year extensions and a not-to-exceed Contract Sum of $225,000.00 over the initial three-year term (Exhibit No. 5).

II. RECOMMENDATION
TAKE the following actions:

1. AWARD and APPROVE the Contract Services Agreement by and between the City of Carson and Donald Alan Sprague dba Don’s Audio Visual Services (Exhibit No. 5; "Agreement"); and

2. AUTHORIZE the Mayor to execute the Agreement following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action City Council deems appropriate.

IV. BACKGROUND
The Carson Event Center offers 40,000 square feet of versatile space for public and private events. The City offers clients contracted audiovisual rental products and services for their events such as meetings, conferences, weddings, and parties.

On August 29, 2024, the City issued Request for Proposals (RFP) 24-017 to ﬁnd qualiﬁed vendors to provide these contracted audiovisual products and services at the Carson Event Center. Four (4) proposals were received once RFP 24-017 closed on September 23, 2024. Pursuant to CMC 2611(b), the proposals were ranked by a staff evaluation panel based on the evaluation criteria set forth in the RFP (pg. 9), including relevant local experience, credentials, experience and understanding with similar projects, service capabilities and capacity, past performance record, and prior experience with the City. 701 East Carson Street
The proposal from Don’s Audio Visual Services responded to the requirements of the RFP and was ranked the highest of the proposals (Exhibit No. 3). It is therefore recommended for the contract award. This proposed contract would allow the City (irrespective of any Event Center patron event-related request) and external organizations and private clients (indirectly, via making a request to the City with the City making the purchase from Don's in the City's discretion), to rent audiovisual equipment and obtain related services from Don's on an as- needed basis for events and functions held at City facilities, at the rates outlined in the proposal (Exhibit No. 4) and the Agreement (Exhibit No. 5).

The proposed contract term is three (3) years with two (2) optional one-year extensions at an annual not-to-exceed sum of $75,000.00 for a three-year contract sum of $225,000.00.

V. FISCAL IMPACT
Funds for this service were included in the adopted FY 2024 – 2025 budget and will be incorporated in future budgets in Account No. 101-90-930-101-6004.

VI. EXHIBITS

1. RFP 24-017 Packet

2. RFP 24-017 Bid Register

3. RFP 24-017 Proposal Rankings Summary

4. Don’s Audio Visual Services Proposal for RFP 24-017

5. Proposed Contract Services Agreement between City of Carson and Don’s Audio Visual Services, Inc.

Prepared by: Michael Whittiker, Jr., Director of Community Services/Recreation/Park Maintenance Department and Toni Costanzo, A/Principal Administrative Analyst

Attachments
RFP 24-017 Packet.pdf
RFP 24-017 Bid Register.pdf
RFP 24-017 Proposal Rankings Summary.pdf
Don’s Audio Visual Services Proposal for RFP 24-017.pdf Don's AV Contract 2025 (draft 11.6.24)(1027362.3).pdf
City of Carson
Purchasing Division
701 E. Carson Street
Carson, CA 90745

REQUEST FOR PROPOSALS (RFP) 24-017

Notice is hereby given that the Purchasing Manager of the City of Carson will accept proposals for:

CARSON EVEN CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL

AND PROFESSIONAL SERVICES

ISSUE DATE: 08/29/2024
PRE-PROPOSAL MEETING: 09/05/2024 | 10:00 AM
QUESTIONS DEADLINE: 09/12/2024 | 10:00 AM
PROPOSAL DEADLINE: 09/23/2024 | 10:00 AM

PROPOSALS MUST BE SUBMITTED ELECTRONICALLY

No late proposals will be accepted. Proposals received after the deadline established will not be considered for this project. Proposers are strongly encouraged to carefully read the entire RFP and are solely responsible for the timely submittal of complet e proposals. The City reserves the sole right to evaluate the proposals submitted, waive any irregularity therein, approve sub-consultants (if applicable), and select or reject proposals, should such action be deemed in the best interests of the City.

All questions or requests for interpretation regarding this solicitation must be submitted online through PlanetBids by the date and time specified. Any City response for this solicitation not submitted through PlanetBids is unauthorized and will be considered invalid.

Any attempt to lobby members of the Carson City Council, or City of Carson staff during the release of the solicitation and the announcement of the award determination, may result in disqualification from the selection process.

Please note, in the event of a conflict between any details included in this RFP and any details in PlanetBids, this RFP 24-017 shall control and govern.

To view other bidding opportunities from the City of Carons, please visit:
https://ci.carson.ca.su/Finance/Bidding.aspx

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 2 RFP NO. 24-017

CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND

PROFESSIONAL SERVICES

Table of Contents

A. Summary 3

B. Pre-Proposal Meeting 4

C. Specific Proposal Requirements 5

D. Questions and Addenda 6

E. Proposer Qualifications 6

F. Project Location & Schedule 6

G. Insurance 6

H. Pricing 8

I. Proposal Opening, Document Review and Award of Contract 8

Project Scope of Services 9

Additional Documents Available as Downloads from PlanetBids

1. Affidavit of Non-Federal Lobbyist Requirements

2. Affidavit of Non-Collusion and Non-Discrimination

3. Client Reference List

4. Debarment and Suspension Certification

5. W-9 Request for Taxpayer Identification Number and Certification

6. Acknowledgement of Insurance Endorsements

7. Instructions for Entering Electronic Bids

8. Insurance Checklist

9. Contract Services Agreement Long Form (for reference)

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 3 A. SUMMARY

The City of Carson (hereinafter referred to as “City”) is issuing this Request for Proposals (RFP) to invite qualified and experienced firms to submit proposals for the rental and professional services of audiovisual equipment. The professional services include delivery, setup, breakdown, and removal of the equipment. Proposals should include a comprehensive price list for both equipment rental and associated professional services, tailored to meet the needs of the City and private clients, as outlined in the Project Scope and Specifications.

The City owns and manages a Community Center also known as the Carson Event Center.

The Carson Event Center offers 40,000 square feet of ver satile meeting and event space including a 12,000 square foot ballroom and multiple meeting rooms that accommodate up to 1,200 guests.

The selected vendor must be located in close proximity to the Carson Event Center, situated at 801 E. Carson Street, Carson, CA 90745. Additionally, the vendor should be available seven (7) days a week, with flexible hours ranging from early morning to late night, to accommodate both scheduled and last-minute events.

The City intends to award a three-year contract with the option for two additional one- year contracts at the City’s sole discretion. The City reserves the right to award one contract or to award multiple contracts to more than one vendor.

The City of Carson was incorporated as a California general law city on February 20, 1968.

On November 6, 2018, with the City's voters’ approval, the City of Carson became a California chartered city. Carson is considered one of the youngest municipalities in the South Bay region of Los Angeles County. Carson is located less than 20 miles south of downtown Los Angeles and is considered part of the South Bay section of Los Angeles County. The City’s acreage is 19.2 square miles, and has grow n considerably, beginning with a population of 61,000 in 1968 and with a current population of close to 100,000 residents.

Carson prides itself on being a culturally diverse community and is accessible by air, rail and freeway. The City is close to the Los Angeles International Airport, the Long Beach Airport, the Port of Los Angeles, and the Port of Long Beach. The four freeways that surround or run through the City are the Harbor (110); the San Diego (405); the Artesia (91); and the Long Beach (710). Additionally, the MTA Bus Line frequently stops in Carson on its route between Los Angeles and Long Beach and the City’s owned bus system, the Carson Circuit, provides convenient bus transportation within the City. There is no other city in the Los Angeles-Orange County region that matches Carson’s ease of accessibility. The City is home to many large, modern petrochemical, electronics, automobile, aerospace, trucking, and high-tech facilities. Many of these companies have won regional and local beautification awards. A number of multinational companies also call Carson their home by locating their corporate headquarters here. Through cooperative efforts between the City and businesses, the vitality and future of Carson continues to flourish.

The City of Car son reserves the right to make changes in this RFP as it may deem appropriate. Any and all changes in the RFP will be made by written addenda which will be issued via PlanetBids. No oral changes will be permitted. Addenda issued during the proposal proces s shall become a part of the original proposal. All proposals must be RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 4 submitted by the date and time established for the opening of proposals. Proposals submitted after such required date and time will be returned unopened to the sender. The City of Carson reserves the right to take any action considered to be in the best interest of the City of Carson.

No proposal may be withdrawn for a period of ninety (90) days once proposals have been opened by the Purchasing Manager, or assigned designee.

No contract exists on the part of the City until the City Council has made the award and a contract has been fully executed. The award, if made, will take place approximately within ninety (90) calendar days after the scheduled proposal opening date.

The City reserves the right to reject any and all proposals received or any parts therein, and to be the sole judge of the merits of each proposal received.

Unless expressly stated otherwise, documents must be uploaded in PDF format. It is the proposer’s responsibility to ensure its documents are properly and timely uploaded onto the City’s online bid management system. Proposals that are missing pages, cannot be opened, etc. may be considered nonresponsive. It is the proposer’s sole responsibility to contact the Cit y’s online bid management provider (PlanetBids ™ at 818 -992-1771) to resolve any technical issues related to electronic bidding, including (but not limited to) registering as a vendor, updating passwords, updating profiles, downloading/uploading documents, s ubmitting an electronic bid/proposal, etc. All questions or requests for interpretation regarding this RFP solicitation must be submitted online through PlanetBids within the date and time specified. Do not contact City personnel or Elected Of ficials with any questions or clarifications concerning this RFP other than through PlanetBids, as only the Purchasing Manager may be contacted. Any City response for this RFP that is not posted through PlanetBids is unauthorized and will be considered invalid. Bidders are solely responsible for “on time” submission of their electronic bids. The Bid Management System will not accept late bids and no exceptions shall be made. Bidders will receive an e-bid confirmation number with a time stamp from the Bid Management System indicating that their bid was submitted successfully. The City will only receive those bids that were transmitted successfully.

NOTE: E-Bids are sealed and cannot be viewed by the City until the closing date and time.

If you need to withdraw your bid, you may do so any time before the bid deadline, by going back into the system and selecting “withdraw.”

B. PRE-PROPOSAL MEETING

Pre-proposal Meeting: OPTIONAL
Pre-proposal meeting date and time: 09/05/2024 | 10:00 am Pre-proposal meeting location: Carson Event Center
801 E. Carson Street, Carson, CA 90745

The pre-proposal meeting is held for the purpose of answering proper’s questions. The pre- proposal meeting is Optional and attendance is not required to submit a proposal. Arrive early, plan accordingly. A sign-in sheet will be available. Please meet in the Carson Event Center lobby area.

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 5 C. SPECIFIC PROPOSAL REQUIREMENTS

All proposals in response to this RFP must be submitted electronically on PlanetBids no later than the due date and time established. Please allow sufficient time to prepare, scan and upload your documents into the electronic bid system prior to the deadline, as the system will lock and not allow entry of proposals after the designated deadli ne. Any technical questions regarding use of PlanetBids must be directed to PlanetBids. Faxed, emailed, or delivered bids will not be accepted.

Proposers will be required to upload the following supplemental documents. Each supplemental document must be numbered in accordance with the following table.

Required Proposal Sections and Documents
1 Company Certification and Personnel Verification
Certification, on company letterhead that the person submitting the bid is authorized to contract on behalf of the prospective vendor. Examples of authorized persons include owner, partner, or corporate officers. Include name, title, address, and contact information. If bidder is a corporation, certification should include statement that corporation is in good sta nding with the California Secretary of State.

Required
2 Client Reference List
Governmental entities preferred. Include client contact information and a brief description of the product provided to each client. Minimum of three (3) references.
(download from PlanetBids)
Required
3 Subcontractor List (if applicable)
Include the subcontractor’s qualifications and the nature and extent of work to be performed by each subcontractor
Required if
Applicable
4 Modification, Changes or Exceptions to the City’s Contract Services Agreement (download from PlanetBids)
Exceptions to the specifications of any proposed items, contract terms and conditions shall be fully described and stated in writing.

Required if
Applicable
5 Cost
Include all relative pricing information Required
6 Affidavit of Non-Collusion and Non-Discrimination
(download from PlanetBids) Required
7 Affidavit of Non-Federal Lobbyist Requirements
(download from PlanetBids) Required
8 Debarment and Suspension Certificate
(download from PlanetBids) Required
9 Certificate of Compliance with Labor Code Section 3700 (download from PlanetBids)
Required if
Applicable
10 W-9 Request for Taxpayer Identification Number and
Certification (download from PlanetBids) Required
11 Acknowledgement of Insurance Endorsements
(download from PlanetBids) Required
RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 6 12 Contract Services Agreement Long Form
( for reference only download from PlanetBids)
Required
Upon Award

Every document uploaded to PlanetBids must include Proposer ’s name and RFP No. 24 - 017

D. QUESTIONS AND ADDENDA

All project scope questions must be posted to PlanetBids by the date and time established.

The City will coordinate responses and post them to PlanetBids five (5) days prior to the proposal deadline for all interested proposers to review.

All questions must reference both the Section and page number of this RFP. All questions must be submitted individually and not in paragraph form.

If discrepancies or omissions are found for this document, the City reserves the right to make such changes as deemed appropriate. Any such changes will be by written addenda, which will be posted to PlanetBids no later than five (5) days prior to the bid deadline. The City reserves the right to extend the bid deadline.

Type of Question Contact Contact Info
Those related to the Project PlanetBids Post directly to PlanetBids under the “Q&A” tab
Use of PlanetBids PlanetBids (818) 992-1771
City’s Purchasing Process Josilla Togiola
Purchasing Manager
[email protected]
(310) 830-7600 ext. 1237

E. PROPOSER QUALIFICATIONS

Proposers wo do not meet the minimum qualifications will be disqualified.

Awarded vendor and subcontractors (if applicable) must pay the City’s business license tax and submit required insurance documents prior to execution of the contract.

The majority of the work as required herein shall be performed by the awarded contractor.

The work may not be subcontracted to another contractor, unless the subcontractor has been included on the City-approved subcontractor list, or a substitution has been approved in writing by the City’s Contract Officer in advance of any scheduled or actual work.

F. PROJECT LOCATION & SCHEDULE

Job location: Carson Event Center, 801 E. Carson Street, Carson, CA 90745 Job Work Schedule: Various (reference Project Scope and Specifications)

G. INSURANCE REQUIREMENTS

The selected consultant(s) must comply with the insurance requirements detailed in the Contract Services Agreement Long Form and below. The Acknowledgement of Insurance Endorsements must also be signed and submitted as part of the proposal . Failure to submit RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 7 any required documents may result in City rejecting the proposal as being materially non- responsive to this RFP.

If a proposer believes any of City’s proposed insurance is not appropriate for any reason and/or the requirements warrant an adjustment, City invites submission of a written request with explanation of the same to be submitted prior to 10 days before the bid deadline. City will review the request and if appropriate, will issue an amendment to the insurance requirements as a written addendum.

Certificate of Insurance:

Shows GL, Auto, Work Comp and Professional Liability coverages with valid effective dates General Liability: Add’l Insured and Waiver of Subrogation must be checked.

Auto Liability: Add’l Insured and Waiver of Subrogation must be checked.

Workers Compensation: Waiver of Subrogation must be checked. * - if applicable
Description of Operations:

1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds on GL and Auto policies.

2. GL policy is Primary and Non-contributory.

3. Waiver of Subrogation endorsement in favor of City of Carson OR in favor of additional insured.

Certificate Holder: City of Carson, 701 E Carson Street, Carson, CA 90745 Insurance Carriers: AM Best rating A- VII or Better
GENERAL LIABILITY PROVISIONS:

Coverage form ISO CGL CG 00 01. Minimum limits $1MM per occurrence/$2MM aggregate.

GL Endorsements:

City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds OR blanket additional insured endorsement.

1. Primary and Non-contributory endorsement.

2. Waiver of Subrogation endorsement in favor of City of Carson.

Automobile Liability Provisions:

Coverage form ISO CA 00 01. Minimum limits $1MM single combined limit.

Auto Insurance Endorsements:

1. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds OR blanket additional insured RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 8 endorsement.

2. Waiver of Subrogation endorsement in favor of City of Carson.

Automobile Liability Provisions:

Coverage form ISO CA 00 01. Minimum limits $1MM single combined limit.

Auto Insurance Endorsements:

3. City of Carson, its elected and appointed officers, employees, volunteers and agents are additional insureds OR blanket additional insured endorsement.

4. Waiver of Subrogation endorsement in favor of City of Carson.

Workers Compensation Provisions:

Statutory Limits for workers comp. Minimum limit of $1MM for Employer Liability.

Work Comp Endorsements:

1. Waiver of Subrogation endorsement in favor of City of Carson.

Professional Liability Insurance Provisions:

1. Appropriate to the services being provided AND limits per stated in the agreement.

H. PRICING

Proposers shall provide everything necessary at their own expense including, and not limited to, labor, prep work, materials, supplies, parts, tools and equipment required to perform the required services.

The proposed price must include all necessary materials and fees to provide the required equipment rental and professional services. Permits, licenses and fees must be obtained at the awarded vendor’s sole expense. Federal taxes must not be included, as the City is exempt from paying federal taxes. However, the City does pay Sales Tax on the purchase of items, which must be included as a separate line within the total bid price.

The following costs will not be allowed: additional charges such as fuel surcharges and mileage rates, fines, entertainment, advertising, and any costs considered inappropriate for reimbursement from taxpayer money.

Include hourly rates for additional work which may be authorized by the City’s Contract Officer.

I. PROPOSAL OPENING, DOCUMENT REVIEW AND AWARD OF CONTRACT

All proposals will be opened publicly by the Office of the City Clerk, via P lanetBids, on the date and time established on the RFP document. Proposal results will not be given out via telephone, email, or facsimile.

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 9 Proposals will be evaluated on the basis of the responses to all questions and requirements in this RFP document. The evaluation of a Proposer ’s capacity to provide the required equipment and services will be based on the written material submitted and any interviews that my be required of the Proposer. Each proposal will be competitively evaluated on its strengths and weaknesses against the following criteria listed below in nor order of importance.

All proposals will be evaluated, scored, and ranked on the below:

No. Evaluation Criteria Points
1 Relevant local experience and reputation of the contractor, including verification of data and references.
10 2 Local experience and credentials of key personnel assigned to the project.
10 3 Understanding of project objectives and scope of work as evidenced in the written narratives and oral interview (if conducted). 25 4 Experience with projects of similar size and nature. 25 5 The capacity of the contractor to provide staffing, equipment, and services demonstrating that the present workload of the contractor and the availability of staff for the project will remain sufficient throughout the duration of the contract.
15 6 Contractor’s past record of performance in similar projects related to control of costs, quality of work, and adherence to schedule. 10 7 The City of Carson’s prior experience with the contractor. 5 Total Maximum Points 100

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 10 PROJECT SCOPE OF SERVICES
RFP 24-017

CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL

AND PROFESSIONAL SERVICES

The City of Carson (hereinafter referred to as “City”) is issuing this Request for Proposals (RFP) to invite qualified and experienced firms to submit proposals for the audiovisual equipment rental and professional services. The professional services include delivery, setup, breakdown, and removal of the equipment. Proposals should include a comprehensive price list for both equipment rental and associated professional services, tailored to meet the needs of the City and private clients, as outlined in the Project Scope and Specifications.

The City owns and manages a Community Center also known as the Carson Event Center. The Carson Event Center offers 40,000 square feet of versatile meeting and event space including a 12,000 square foot ballroom and multiple meeting rooms that accommodate up to 1,200 guests.

The selected vendor must be located in close proximity to the Carson Ev ent Center, situated at 801 E. Carson Street, Carson, CA 90745. Additionally, the vendor should be available seven (7) days a week, with flexible hours ranging from early morning to late night, to accommodate both scheduled and last-minute events.

The vendor shall provide a comprehensive list of equipment rental options and associated professional services, including a specific fee breakdown. All services will be provided on an "as needed" basis for both scheduled, unscheduled, and last-minute events.

The vendor shall offer equipment rental services for the following categories of equipment for events at the Carson Event Center, as requested by the Contract Officer, but are not limited to:
• Lighting equipment, including a detailed fee list for all related items. • Effects and atmosphere equipment, including a detailed fee list for all related items. • Video equipment, including a detailed fee list for all related items. • Audio equipment, including a detailed fee list for all related items. • Backline equipment, including a detailed fee list for all related items.

The vendor is responsible for providing all technical services related to the City’s rental and use of equipment as specified. This includes setup, testing, and takedown of all rented equipment at no additional charge, as these costs are included in the rental rates provided. Any additional costs will only apply to special labor requests beyond routine setup and takedown, with such labor charged at the rates specified in the fee list.

The consultant must be available seven (7) days a week, with flexible hours from early morning to late night, to accommodate event schedules at the Carson Event Center, including holidays.

The consultant should include detailed equipment availability in their proposal.

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 11 Current Audiovisual for Reference Only. Please provide all rental equipment pricing.

Item Rental Cost
LCD Projector 5K $
50” Monitor Package and Stand with Battery Power Option $ 65” Monitor Package and Stand $
70” Monitor Package and Stand $
Tripod Screens: 7’ – 8’ (seven feet to eight feet) $
10 ‘ (10 foot) Roll-Up Screen $
Display Easel or Flipchart Easel Only $
Microphone: Push-to-Talk/Podium/Table/Standing $
Wireless Mic System: Handheld/Lavaliere (Lapel)/Headset $ 4 Channel Audio Mixer with laptop or iPod audio $
Audio Mixer (up to 6 Mics + Aux) $
Audio Mixer (up to 16 Mics + Aux) $
QSC K8.2 Powered Speaker and Stand or with Microphone $ QSC K 10.2 Powered Speaker and Stand or with Microphone $ QSC K12.2 Powered Speaker and Stand or with Microphone $ CD, DVD, Blue Ray Disc Player (Circle) $
Flipchart Package (Plain Paper Pad and Post-It Pad) $
Whiteboard with Markers, Eraser 3’ x 4’ (three feet by four feet) or 3’ x 5’ (three feet by five feet) Circle
$
Polycom Conference Speakerphone $
Remote RF Slide Advancer (Clicker) $
Laptops: PC or MacBook Pro $
Pipe and Drape $
$
Scheduling Technician should have a 48-hour lead time $ Hourly Rate Technician Labor, Monday to Friday 7:00 AM to 6:00 PM
4 Hourly Rate Technician Labor, Nights and Weekends $

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 12 HALLS ABC RECOMMENDED/COMPARABLE EQUIPMENT LIST

BRAND MODEL QTY. DESCRIPTION
Barco F80-4K9 1 Projector Hall B
Barco GLD Zoom R9801719 1 Projector Lens

Epson Epson PowerLite 2255U 2 Projector Hall’s AC

Lumantek HSV+ 3 Convert HDMI-SDI
Generic HD-SDI & Control on/off 3 Control Cabling
Epson Epson PowerLite 2255U 1 Spare Projector

Dalite Da-Lite 37087L 1 Screen Hall B
Dalite Da-Lite 79014L 2 Screen Halls AC

Soundtube CM62-EZ-II-LDS-WH Wings 8 Wing Speakers
Soundtube SM52-EZ-WX-BK Hallway 8 Hallway Speakers
Soundtube RS1001I-II-T-BK Main 16 Main Speakers
Soundtube SM52-EZ-WX-BK-Outside 8 Outside Speakers

Pas NE8250.70PE 1 PA Main
Pas NE4250.70PE 2 PA Wings

Chauvet DJ Intimidator Spot 375Z 18 Spots Main
Chauvet DJ Intimidator Spot 375Z 2 Spots Wing
Chauvet DJ Intimidator Spot 375Z 6 Spots Main
Chauvet DJ Intimidator Spot 475Z 1 Rear Spot
Chauvet Stage Designer StageDes50 1 Control Main Spots Chauvet Obey3 2 Control Wing Spots

Datapro Stage w/HDMI + connectors 1 Panels
Datapro Rear w/HDMI + connectors 1 Panels
Datapro Custom Faceplate 2 Panels
Datapro Custom Faceplate 5 Panels
Datapro Custom Faceplate 2 Panels

Biamp Nexia CS 4 DSP
Biamp Volume/Select 8 5 Audio Control

PTZ Optics PTZOptics 20x-SDI 4 Camera Main
PTZ Optics PTZOptics 30x-NDI 1 Camera Rear

RFP NO. 24-017 CARSON EVENT CENTER AUDIOVISUAL (A/V) EQUIPMENT RENTAL AND PROFESSIONAL SERVICES 13 HALLS ABC RECOMMENDED EQUIPMENT LIST

BRAND MODEL QTY. DESCRIPTION
PTZ Optics PTZOptics 20x-SDI 6 Camera Main
PZT Optics Joystick 3 Joystick 3 Zones

Switcher SWATEMPSW04K 4 Switchers

Marshall M-LYNX-702 V.3 6 SDI Monitors
Dell U2913WM 4 PC Monitors
Dell Precision 5820 1 PC Main
Dell XPS Desktop 2 PC Wings

Netgear Netgear ProSafe GS108 3 Network Misc

Extron MLC 62 RS CC – IR 3 Master On/Off
Extron DTP HDMI 4K 330 Tx & Rx 6 HD Signal Pass

Sharp Sharp 4T – B 60” 1 Hallway TV
Chief Mount Chief RXT2 1 TV Mount
Ocean Matrix OMX-13HMHM0001 1 Pip 1:4
Lumantek EZ-SHV+ 3 Convert SDI to HDMI
Kramer VM-22HD 2 VDAs SDI

Cabling HDMI, Cat6e, AST 1 All Cables

[END]
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Proposals Points Points Points Total Points
Don's Audiovisual 100 95 90 285
Music Connect 63 77 5 145
PCE 70 71 50 191
Technology Training62 79 0 141
Proposal Ranking Summary
RFP 24-017 Carson Event Center AV Services
RFP-NO. 24-017
Don’s Audio Visual Services
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
City of Carson
701 E. Carson Street
Carson, CA 90745
Attn: Purchasing Manager

RFP-NO. 24-017
Don’s Audio Visual Services
Table of Contents

1.Certiﬁcation of Authorization to Contract

2.Aﬃdavit of Non-Collusion and Non Discrimination

3.Proposer Qualiﬁcations

4.Client References List

5.Subcontractor List (Not Applicable)

6.Cost Proposal

7.Proposed Modiﬁcation to City contract template

8.Division Two Exhibit A Requirements

1.Cover Letter

2.Company Information

3.Project Approach and Scope of Services

4.Project Team

5.Experience

6.References

7.Conﬂicts of Interest

8.Exceptions to RFP

9.Addenda to the RFP

10.Compensation Schedule
a. Proposed Fee Schedule
b. Pricing Reﬂecting Discounts
c. Price Lists
d.Multiple Percentage Discounting
e. Each Service to be Priced Separately
f.Equipment to be Purchased by the City

11. Additional Items
a. Federal Lobbyist Requirements Certiﬁcation
b. Insurance Provisions
c. Labor Code 3700 Compliance Certiﬁcation

RFP-NO. 24-017
Don’s Audio Visual Services
Section 1 - Certiﬁcation of Authorization to Contract
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
City of Carson
701 E. Carson Street
Carson, CA 90745
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Certiﬁcation of Authorization to Contract on behalf of the entity Don’s Audio Visual Services dba DAVS as follows:

I, Donald A. Sprague, Owner, Operator, President hereby certify that I am authorized to contract Don’s Audio Visual Services dba DAVS with the City of Carson.

I authorize myself, Donald A. Sprague to be the oﬃcial contact for this Contract.

I Certify that Don’s Audio Visual Services dba DAVS is in good standing with the oﬃce of the California Secretary of State.

Donald A. Sprague / Owner - Operator Donald A Sprague By (Printed)/Title Signature
Business: 310-893-7165
Cell: 310-629-6052 18 September 2024
[email protected] Date
21901 Grant Avenue
Torrance, CA 90503
RFP-NO. 24-017
Don’s Audio Visual Services
Section 2 - Aﬃdavit of Non-Collusion and Non-Discrimination City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor

CITY OF CARSON

AFFIDAVIT OF NON-COLLUSION AND NON-DISCRIMINATION
I hereby swear (or aﬃrm) under the penalty of perjury:

That the attached proposal or bid has been arrived at by the responder independently and has been submitted without collusion with and without any agreement, understanding, or planned common course of action with any other ﬁrm or entity designed to limit fair and open competition:

That the contents of the proposal or bid response have not been communicated by the responders its employees or agents to any person not an employee or agent of the responder and will not be communicated to any such persons prior to the o ﬃcial opening of the solicitation responses: and
The proposer/bidder does not and shall not discriminate, will provide equal employment practices, and will adhere to an aﬃrmative action program to ensure that in their employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.

I certify that the statements in this aﬃdavit are true and accurate.

Donald A Sprague 18 September 2024
Signature Date
__Donald A. Sprague_______ __Owner / Operator__
Printed Name Title
RFP-NO. 24-017
Don’s Audio Visual Services
Section 3 - Proposer Qualiﬁcations
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Basic Company Information Employee Resumes as follows:

We have one oﬃce in Los Angeles County.

Don’s Audio Visual Services dba DAVS 18 September 2024 Name of Company Date
21901 Grant Avenue (310)629-6052 Torrance, California 90505 Telephone Number
Company Main Oﬃce Address
I am the single Owner / Operator / Employee
Person to Contact concerning this proposal
Donald A. Sprague / Owner / Operator. Donald A Sprague By (Printed)/Title Signature
Business: 310-629-6052
Cell: 310-629-6052
[email protected]
RFP-NO. 24-017
Don’s Audio Visual Services

Name and Title:

Donald A. Sprague, Owner, Operator
Location and Contact Information:

Main Oﬃce, Torrance
Don’s Audio Visual Services dba DAVS Headquarters
21901 Grant Avenue
Torrance, CA 90503
Oﬃce: (310) 893-7165
Cell: (310) 629-6052
Email: [email protected]
Responsibilities:
•Overall management of Don’s Audio Visual Services dba DAVS. •Business Development in Hotel, City and County event productions, •Show and stage design and development for many venues, including Carson Community Center since the 1990s
Experience:
•Over 5 years experience as the Owner/Operator of Don’s Audio Visual Services dba DAVS
•Over 32 years combined experience as the General Manager State of the Art AV and the Corporate Accounts Manager of Broadcast Support, Inc.
•3 years with North American Rockwell International as Manufacturing Production Scheduler in the Industrial Engineering Department •Retired Air National Guard (USAF), as E-7 Master Sergeant with 22 years as: Air Crew, Ground Systems, and Top Three Supervisory experience

RFP-NO. 24-017
Don’s Audio Visual Services
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Section 4 - Client References List
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required List of Client References follows:

LIST OF REFERENCES

REFERENCE CONTACT

INFORMATION
Name: Victor Fernandez Address: 801 E. Carson Street
Title: General Manager City: Carson
Organization: City Of Carson State and Zip: CA 90745
Scope of Work: Audio Visual On-
site AV Company. Provide Audio
Visual Equipment and Service
interacting with all City
Departments and Clientele.

Telephone: (310) 835-0212
E-mail: [email protected]
Name: Vida Dye Address: 665 N. Harbor Drive
Title: Catering Manager City: Redondo Beach
Organization: Bluewater Grill State and Zip: CA 90277
Scope of Work: Provide AV support
for all functions
Telephone: (310) 318-3474
E-mail: [email protected]
RFP-NO. 24-017
Don’s Audio Visual Services
Name: Angelita Gamboa Address: 2800 Via Cabrillo Marina Title: Catering Manager City: San Pedro
Organization: Doubletree San
Pedro
State and Zip: CA 90731
Scope of Work: Provide Audio
Visual Equipment and Service
interacting with all Hotel
Departments and Clientele.

Telephone: (310) 514-3344
E-mail:

[email protected]
Name: Queenetta Potts Address: 2 Civic Center Drive
Title: Catering Manager City: Carson
Organization: Doubletree Carson State and Zip: CA 90745 Scope of Work: Provide Audio
Visual Equipment and Service
interacting with all Hotel
Departments and Clientele.

Telephone: (310) 830-9200
E-mail:
[email protected]
RFP-NO. 24-017
Don’s Audio Visual Services
Section 5 - Subcontractor List
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Sub Contractor List as follows:

This is not applicable.

RFP-NO. 24-017
Don’s Audio Visual Services
Section 6 - Cost Proposal
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
First below is the attached Email Order Form presently used by the Sales and Scheduling crew at the Community Center with the pricing for the end client of redundantly rental equipments. This contract would enact a 30% discount to all equipment rentals. The cost for the contract is dependent entirely on the clients at the center and what and when they order. There is no pre-set minimum or maximum for this contract.

CARSON COMMUNITY CENTER AND CITY HALL801 East Carson Street, Carson, CA 90745PH: (310) 835-0212 We schedule our sets for 1 hour prior to the actual meeting start time.Group Name:Start Time Start: End:

DAY(S) M T W TH F SA SU (Circle) Special Delivery or Pick-up Instructions DAY DATE TIME Dates: thruRoom(S): Event #QTY EQUIPMENT DESCRIPTIONPRICEDAYSAMOUNTHDMI Distribution Amp w/Cables150.00LCD Projector 5K 200.0050” Monitor Package and stand / w/Battery Power Option150.00 250.0065” Monitor Package and stand 250.0070" Monitor Package and stand 250.00Tripod Screens: 7ft - 8ft50.0010ft Roll-Up Screen 100.00Display Easel or Flipchart Easel Only20.00Wired Microphone Push-To-Talk / Podium / Table / Standing40.00Wireless Mic System: Handheld / Lavaliere (Lapel) / Headset85.004 Channel Audio Mixer / with laptop or ipod audio50.00Audio Mixer (up to 6 Mics + Aux)100.00Audio Mixer (up to 16 Mics + Aux)250.00QSC K8.2 Powered Speaker and stand / or with Microphone)85.00 110.00QSC K10.2 Powered Speaker and stand / or with Microphone)95.00 120.00QSC K12.2 Powered Speaker and stand / or with Microphone)105.00. 135.00CD, DVD, Blue Ray Disc Player (Circle)40.00Flipchart Package (Plain Paper Pad) / (Post-it Pad)60.00 85.00Whiteboard w Markers and Eraser 3' x 4' / 3' x 5’ (Circle)40.00 80.00Polycom Conference speakerphone75.00Remote RF Slide Advancer (“Clicker”)35.00Laptops: PC / MacBook Pro150.00 175.00LED Uplights 35.00Pipe and drape (Black)11.00 per ft.

Scheduling Tech Labor should have a 48 hour required lead-time.Tech Labor: M - F 7a - 6p is $75 phTech Labor: Nights and Weekends is $100 ph Sub-Total
Rev. 9-12-24Labor
Ordered By:____________________________________Date:_______________ Total

AUDIO-VISUAL EQUIPMENT ORDER SHEET
Please email all orders to DAVS at [email protected] Ph: 310-629-6052 21901 Grant Avenue Torrance, CA 90503 Don’s Audio Visual Services
1 RFP-NO. 24-017
Don’s Audio Visual Services
Below is a complete listing of our equipment inventory and available per day rental pricing.

VIDEO LISTINGS
Flat Screen Displays
50" Samsung 150
65" Samsung Flat Screen Display 250
70" LCD Flat Screen Display Vizio E701i 1080P 1920 x 1080. Remote and IEC Cable
250
70" LED 240mhz 1080p. Vizio E70-C3 250
24" Truss Base Plate with 8' Truss and Clamp. 54 lbs $100 Epson EX11000 4800 Lumens HD DLP Laser Video Projector with Case, IEC Cable, Remote
200
Proxima C520 5500 Lumens Projector. Lens: 1.5 to 2.3 with Carry Case, Remote & IEC Cable
$200
Blackmagic ATEM Mini Pro Video Switcher 300
Blackmagic ATEM Mini Pro SDI Video Switcher 400
Blackmagic ATEM Extreme Pro Video Switcher 450
HDMI or SDI Video Distribution Amplifier and Cables 150 Fomako PTZ Camera with Professional Tripod 250
Fomako PTZ Controller for Multiple Cameras 200
Hollyworld HDMI Wireless Extender 125
CD/DVD/Blu-Ray Player $40
Da-Lite Screens
7' 0r 8’ Tripod Video Screen with Black Skirt 48" Tall $50 10’ Roll-up or Cradle Screen 100
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Projecto-Stand Da-Lite Safe-Lock $20

AUDIO LISTINGS
Speakers
QSC K8.2 Powered Speaker with carry bag & IEC Cable. 2000 watt. 127 db $85 QSC K10 Powered Speaker with carry bag & IEC Cable. 2000 watt. 129 db $95 QSC K12 Powered Speaker with carry bag & IEC Cable. 2000 watt. 131 db $105 QSC K-Sub 1000 Watt Compact Subwoofer with padded cover and IEC Cable. 1000 watt. 130 db
$150
QSC KW122 Powered Speaker with carry bag & IEC Cable. 1000 watt. 131 db $150 QSC KW181 Powered Subwoofer with Cover & IEC Cable. 1000 watt. 131 db $180 USS Tripod Speaker Stand Max Height 6', 7" $20
USS Tripod Speaker Stand Max Height 9', 2" $25
Headphones
Bose Studio Headphones $20
Audio Mixing Boards
QSC Digital 16 Mixing Console $250
Behringer X32 Compact Digital Mixing Console $450
Behringer X32 Stage Box with 100 Cat 5E Cable $200
Soundcraft Analog, 32 Channel Mixing Console $350
Soundcraft EPM6 Mixer 6 Mic Pre, 2 Stereo inputs. Case and IEC. $100 XLR Mic Snake Analog 12 Channel M - F $125
Wired Microphones
Shure SM57 Instrument Mic w/clip and pouch $70
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Shure SM58 Lengendary Vocal Mic w/clip and pouch $70
Shure SM 81 Instrument Microphone w/clip & Pouch $75
Shure SM 87 Vocal Mic, Sensative Tailored Response. With Pouch & Clip $50 Shure 55SH Series 2 iconic Unidyne Vocal Microphone $75 Shure BETA52A Kick Drum Microphone with Pouch $75
Shure BETA56A Compact Drum Microphone with Pouch $75
Shure BETA57A Instrument Microphone with Pouch & Clip $100 Shure Nexadyne 8/C cardioid Pattern Extremely Smooth Vocal Microphone $100 Shure Nexadyne 8/S Cardioid polar pattern Extremely Smooth Vocal Microphone $100 Shure Beta 58A Vocal Microphone with Pouch & Clip $70
Shure Beta 91A Half-Cardioid "plate" Condenser Drum for Mic Kick Drum, Piano and floor use.

With Pouch.
$80
Shure Beta 98 Miniature Cardioid Drum Microphone. Drum Mount incl. $80 Shure BHR440 Combo Microphone and Dual-Sided Headphone for Broadcast and intercom applications. XLR and 1/4"
$80
Shure WL 183,184,185 Lav Mic $50
Shure WL 93 Lav Mic $70
Shure WCM 16 Headworn Mic $80
Mogan Earset mic wired for Shure Body Packs $60
Stands
Table Top Mic Stand $5
Floor Mic Stand Solid Base $10
Floor Mic Stand Tripod Base $10
Floor Mic Stand Tripod Base, with boom arm $10
Floor Mic Stand with Short Boom $10
Problem Solvers
Whirlwind XLR 1 x 6 Signal Splitter $10
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Don’s Audio Visual Services
Jensen Audio Isolation transformer. XLR in/out $12
DBX DB12 Active Direct Box (requires phantom power) $16 DBX DB10 Passive Direct Box $10
Radial Direct Box PRO48 Active $20
Radial PRO D1 Direct Box $20
Radial PRO D2 Stereo Direct Box $30
Radial PRO AV1 Stereo to Mono Summing Direct Box $30

WIRELESS MICROPHONE SYSTEMS
Shure UHF-SLXD DIGITAL Wireless Mic Kit with 58 or bodypack transmitter 85 Shure UHF-SLXP Wireless Mic Kit with 58 or bodypack transmitter 85

STAGE AND RISER LISTINGS
iStage 90 lbs PSF
4' x 4' Stage Deck with Grey Carpet Top 75
4' x 4' deck with Carpet Top. 1/4 round. 75
8" Riser for 4' x 4' Stage Deck 50
16" Riser for 4' x 4' Stage Deck 50
24" Riser for 4' x 4' Stage Deck 50
32" Riser for 4' x 4' Stage Deck 50
Stair set. 2 Steps (8" and 16"), 4' wide 150
Stair set. 3 Steps (8", 16" & 24"), 4' wide & 150
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Attachment 3

LABOR LISTINGS
Per Hour
In House
Casual Labor $75
Diagnose, Repair, Assemble equipment. $75
Edit music and/or Video. Media transfer $150
Consulting $150
In field 6:00 AM to 11:59 PM M-F, non-holiday
Casual Labor $75
Audio, Lighting or Video Technician A2 $75
Audio, Lighting or Video Technician Supervisor $160
Rigger $125
In field 12:00 AM to 5:59 AM or Sunday or Holiday
Casual Labor $125
Audio, Lighting or Video Technician A2 $120
Audio, Lighting or Video Technician Supervisor $250
Rigger $200
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Section 7 - Proposed Modiﬁcation to City Contract Template City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Proposed Modiﬁcation or Substitution to City Contract template follows:

No Proposed Modiﬁcation or Substitution to City Contract template.

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Don’s Audio Visual Services
Section 8.1 - Cover Letter
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required cover letter for rental/technical services as follows:

DAVS proposes to provide rental of various audio visual, lighting and sound equipment as enumerated in this proposal. We propose to: 1) provide technical services for both City and Non-City Customer Production Development and Show Preparation and Planning, 2) the physical Set-up and Strike of Audio Visual Equipment for both Rental and City of Carson owned equipments being integrated into scheduled functions, 3) to operate, facilitate and monitor in-show audio, video and lighting entities as required, 4) facilitate the Scheduling, Set, Start up, and Strike of all functions requiring any Audio Visual Services or equipment at the various rooms and outdoor facilities that make up the Carson Community and Meetings Center. Our services are available to all city parks and oﬃces and will be coordinated with the Community Center Manager or their assigned designee at the same agreed upon rates. We are presently providing this service to the City of Carson.

We will invoice the City of Carson the proposed pricing less a consideration percentage of 30%. This excludes Sales, Labor, and Sub-rentals. A 10% discount oﬀ of the original full price of equipments for all city events and qualiﬁed City of Carson residents will be honored when delineated prior to the submittal of the ﬁnal invoice.

We will meet or exceed the City of Carson Insurance requirements as outlined in Article 5 of the proposed attached agreement and contract.

Key Personnel that are being made available to the City of Carson pursuant to the goals and requirements throughout the duration of this contract are as follows:

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Mr. Donald A. Sprague………………….Owner/Operator
Mr. Donald A. Sprague…………….Primary Contact and Contract Manager I have been working with the City of Carson since 1992 over the span of my career including time with what is now a competing business entity, and have now been the primary source for Audio Visual Services at the Carson Community and Meetings Center for the last year and a half. I have provided far more intensely personal and ﬂexible service in this last year and a half than has been possible in the many years prior. We are a production company with a much newer and wider array of equipment and services relating to much larger events then in my prior experience. I have enjoyed the close relationships developed and recent new associates brought on board by Mr.

Victor Fernandez.

I look forward to further expanding the customer base, as well as bringing in more revenue to the City of Carson by developing relationships with new and returning customers, both large and small, giving consistent high levels of service with outstanding value pricing resulting in rising customer satisfaction ratings.

Donald A Sprague
Signature
Donald A Sprague
Corporate Accounts Manager Cell: 310-629-6052
Torrance, CA 90503
[email protected] Business: 310-629-6052
RFP-NO. 24-017
Don’s Audio Visual Services
Section 8.2 - Company Information
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Basic Company Information as follows:

We have one oﬃce in Los Angeles County.

Don’s Audio Visual Services dba. DAVS 18 September 2024 Name of Company Date
21901 Grant Avenue (310)629-6052 Torrance, California 90503 Telephone Number
Company Main Oﬃce Address
We have 1 full time employee.

Person to Contact concerning this proposal
Donald A. Sprague / Corporate Accounts Manager Donald A Sprague By (Printed)/Title Signature
Business: 310-629-6052
Cell: 310-629-6052
[email protected]
RFP-NO. 24-017
Don’s Audio Visual Services
Section 8.3 - Project Approach and Scope of Services
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Project Approach and Scope of Services as follows:

APPROACH AND SCOPE OF WORK
Don’s Audio Visual Services dba. DAVS proposes to provide rental of various audio visual, lighting, power and sound equipment and to provide technical services for City of Carson owned equipment or to operate equipment on rental as required. Our services will be available to all city locations as deemed necessary by the City of Carson. We will then subsequently invoice the City of Carson the proposed pricing less a consideration percentage of 30% on all **qualifying** equipment rentals. **Qualifying Equipment Rentals are hereby deﬁned as all equipment owned by Don’s Audio Visual Services dba. DAVS, and not sub-rented from other sub-vendors for special or unusual requirements** In performing the Scope of Work Don’s Audio Visual Services dba. DAVS provides unique beneﬁts to the city of Carson as summarized below:

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Don’s Audio Visual Services
•We are a Production Company ﬁrst and foremost, which allows us to be quite well suited to creating events that range from small to large. We are experienced in creating productions in a wide variety of locations.

For instance, we are quite well versed in power, sound, video and lighting requirements for all types of venues, both in-doors and out. •We carry insurance at or above the levels required and we will submit certiﬁcates with all required additional insured parties and waivers at the time speciﬁed.
•Don’s Audio Visual Services dba. DAVS will provide an audio-visual manager who will meet with the Community Center personnel, the various City Divisions personnel outside the Community Center, and Non-City of Carson Customers renting space for functions with in the Community Center on a regular basis to coordinate and schedule our services.
•We provide quality professional personnel on-site seven days a week as needed. The service includes setting the pre-ordered equipment at least one hour prior to each function requiring our services. We also provide a technician to explain the use of the equipment and provide the required cabling to make the system work with customers and their own equipment.

•Don’s Audio Visual Services dba. DAVS personnel are dressed in a professional manner. All employees conduct themselves in a manner consistent with the standards, quality, and image of the City of Carson. We are fully committed to representing the city to the public as the City Government would want it represented.
•Our coverage is able to meet last minute request for equipment.

Additional personnel and equipment are only minutes away. •We provide our rental equipment and services at competitive rates. We review these rates with the city before the price list is published. We are also ﬂexible in meeting the needs of the customers of the Carson Community Center

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Don’s Audio Visual Services
•We own and have available top-of-the-line equipment, continuously updated and maintained by our own in-house servicing department. •Our knowledge and sensitivity to safety is displayed in the placement of equipment and extra care in keeping walk spaces clear of obstructions, wires and cables. We are sensitive to lines of sight, lighting levels, sound levels and speaker placements to provide a good experience to all attendees.
•I have created and maintained a scheduling process via emailed service requests from the sales and scheduling personnel, which are augmented with cell service directly to me via phone or text up and down the line of service providers there at the center. I create the work orders from the emailed service requests, have a center representative sign for the actual delivery, and then subsequently make that into an invoice for each function submitted via email to the center for the beginning of the accounting process.

The approach is to spend more time just making available information to the sales and scheduling process and processors at the center so as to make the user experience for the customers more productive and accurate so when the day and hour of their function arrives, we as a team have married the conﬁdence and expectations of the customer in the center and its various services into attainable results. Clients with larger functions also have been coordinating directly with me throughout the process of planning (technical and logistical), preparation, and on-site walk-throughs and meetings, all while developing an overall plan which turns their ideas and needs into reality while meeting their budgets.

I have been working with the City of Carson since 1992 over the span of my career including time with what is now a competing business entity, and have now been the primary source for Audio Visual Services at the Carson Community and Meetings Center for the last year and a half. I have provided far more intensely personal and ﬂexible service in this last year and a half than has been possible in the many years prior. We are a production company with a much newer and wider array of equipment and services relating to much larger events then in my prior experience. I have enjoyed the close relationships developed and recent new associates brought on board by Mr.

Victor Fernandez.

RFP-NO. 24-017
Don’s Audio Visual Services
I look forward to further expanding the customer base, as well as bringing in more revenue to the City of Carson by developing relationships with new and returning customers, both large and small, giving consistent high levels of service with outstanding value pricing resulting in rising customer satisfaction ratings. As the city upgrades all around us, so should the services at the Center! Donald A Sprague
Signature
Donald A Sprague Don’s Audio Visual Services dba. DAVS Owner / Operator & Account Manager 21901 Grant Avenue Cell: 310-629-6052 Torrance, CA 90503
[email protected] Business: 310-629-6052

RFP-NO. 24-017
Don’s Audio Visual Services
Section 8.4 - Project Team
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Project Team Resume as follows:

We have extensive large function experience behind our front interface, and the ability to not only do an outstanding job at the scheduling and handling of all of the small day to day requirements which include the last minute changes and rush orders that occur from time to time, but can ramp up to deal with the more involved and larger functions.

We have a large stable of human resources for larger functions and requirements and therefore are capable of almost anything that could be requested and keep the project all in house and therefore retain more revenue for the city.

Name and Title:

Donald Sprague, General Manager
Location and Contact Information:

Main Oﬃce, Torrance
Don’s Audio Visual Services dba. DAVS Headquarters
21901 Grant Avenue
Torrance, CA 90503
Oﬃce: (310) 629-6052
Cell: (310) 629-6052
Email: [email protected]
Responsibilities:

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Don’s Audio Visual Services
•Overall control of management of DAVS Business Development, Operations, Scheduling of Personnel and Equipments Assets, and Billing
•Propose, Price, and Approve all proposed pricing and show requirements Experience:
•5 Years as Owner / Operator of DAVS which includes the present contract for AV Services at the Community Center
•2 years with Broadcast Support, Inc. dba 5x5AV as the Corporate Accounts and Business Development Manager
•Over 29 years experience as the General Manager of State of the Art AV Equipment
•3 years with North American Rockwell International as Manufacturing Production Scheduler in the Industrial Engineering Department •Retired Air National Guard (USAF), with 22 years as: Air Crew, Ground Systems, and Top Three Supervisory experience
Education:
•Associates in General Studies, College of the Air Force Advanced Training and Capabilities:
•ICIA AV Management Extension Course
•Multiple Military related advanced certiﬁcations including Supervisory and Management Training

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Don’s Audio Visual Services
Section 8.5 - Experience
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Experience as follows:

The Present Open Purchase Order for the Carson Community Center since July of 2017.

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Don’s Audio Visual Services
Section 8.6 - References
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required List of References follows:

LIST OF REFERENCES

REFERENCE CONTACT

Telephone: (310) 835-0212
E-mail: [email protected]
Name: Vida Dye Address: 665 N. Harbor Drive
Title: Catering Manager City: Redondo Beach
Organization: Bluewater Grill State and Zip: CA 90277
Scope of Work: Provide AV support
for all functions
Telephone: (310) 318-3474
E-mail: [email protected]
Name: Angelita Gamboa Address: 2800 Via Cabrillo Marina Title: Catering Manager City: San Pedro
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Don’s Audio Visual Services
Organization: Doubletree San
Pedro
State and Zip: CA 90731
Scope of Work: Provide Audio
Visual Equipment and Service
interacting with all Hotel
Departments and Clientele.

Telephone: (310) 514-3344
E-mail:

Telephone: (310) 830-9200
E-mail:
[email protected]
RFP-NO. 24-017
Don’s Audio Visual Services
Section 8.7 - Conﬂicts of Interest
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Conﬂicts of Interest Statement follows:

No Conﬂicts of Interest are known to exist from the past, present or future which Don’s Audio Visual Services dba. DAVS as a result of performing the work for this project.

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Don’s Audio Visual Services
Section 8.8 - Exceptions to RFP
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Exceptions to RFP as follows:

Section 5 of Division Two Exhibit A requires (3) similar contracts fulﬁlled or in-process at the present by DAVS. While the parent company is in regular short term contracts for multiple day engagements or events that happen over a period of time, such as the DoubleTree Carson, DoubleTree San Pedro, Hermosa Beach Beach House, Cheesecake Factory Redondo Beach, and Bluewater Grill respectively, other than the present engagement with the City of Carson Community and Meeting Center for the ﬁve years, we have no other directly related similar governmental contracts. However what we do is functionally the same and requires the same expertise and equipment support. I have also been the General Manager of this same contract at the Carson Community Center for over 20 years prior to coming to DAVS. I feel that the production company level of experience and equipment inventory far outstrips where I was before.

Our capacity for larger functions combined with my logistical experience and ability to be value added to the employees and customers of the Carson Community Center should be calculated in to the ﬁnal decision.

Donald A Sprague Don’s Audio Visual Services dba. DAVS
Owner / Operator & Account Manager 21901 Grant Avenue
Cell: 310-629-6052 Torrance, CA 90503
[email protected] Business: 310-629-6052
RFP-NO. 24-017
Don’s Audio Visual Services
Section 8.9 - Addenda to RFP
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Addenda to the RFP as follows:

Don’s Audio Visual Services dba. DAVS has received all addenda Addendum No. 1 posted on September 12, 2024

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Don’s Audio Visual Services
Section 8.10 - Compensation Schedule
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Compensation Schedule as follows:

Section 8.10.a - Proposed Fee Schedule
Reference Section 6 above for a complete equipment daily rental listing and an order form used presently by the City at present. This includes labor rates as well.

Section 8.10.b - Pricing/Reﬂecting Discounts
First below is the attached Email Order Form presently used by the Sales and Scheduling crew at the Community Center with the pricing for the end client of redundantly rental equipments. This contract would enact a 30% discount to all equipment rentals. The cost for the contract is dependent entirely on the clients at the center and what and when they order.

We also will be advancing a 30% discount on all equipments rentals to the city and its entities.

Section 8.10.c - Price Lists
Reference Section 6 above for a complete equipment daily rental listing and an order form used presently by the City at present. This includes labor rates as well.

Section 8.10.d - Multiple Percentage Discounting
Not Applicable

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Don’s Audio Visual Services
Section 8.10.e - Each Service to be priced separately
All services proposed by Don’s Audio Visual Services dba. DAVS are to be priced separately with all ineligible item identiﬁed.

Section 8.10.f - Equipment to be Purchased by the City
This proposal does not directly require the City to purchase equipment to accomplish and perform the work for this project.

Section 8.11 Additional items
Not Applicable

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Don’s Audio Visual Services
Section 8.11.a Federal Lobbyist Requirements Certiﬁcation City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Federal Lobbyist Requirements Certiﬁcation as follows:

FEDERAL LOBBYIST REQUIREMENTS CERTIFICATION
Name of Firm:_ Don’s Audio Visual Services dba. DAVS____ Date:_12 September 2024___
Address:___21901 Grant Avenue_____________________________________________ State:_California________ Zip Code:_90503______ Phone No.:__(310) 629-6052______ ______________________________________________________________________________ Acting on behalf of the above-named ﬁrm, as its Authorized Oﬃcial, I certify as follows:
1, No Federal appropriated funds have been paid, by or on behalf of the above named ﬁrm 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 and Federal grant, loan or cooperative agreement, and any extension, continuation, renewal, amendment, or modiﬁcation thereof, and;

2. If any funds other than Federal appropriated funds have paid or will be paid to any person for inﬂuencing or attempting to inﬂuence an oﬃcer or employee or 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 above named ﬁrm shall complete and submit Standard RFP-NO. 24-017
Don’s Audio Visual Services
Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions, and:

3. The above-named ﬁrm shall require that the language of this certiﬁcation be included in the award documents for all sub-awards at all tiers (including subcontracts, sub- grants, and contracts under grants, loans, and cooperative agreement) and that all sub-recipients 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 the 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.

Authorized Oﬃcial:

Name:__Donald A. Sprague_________ Title:___Owner/Operator_____ Signature: Donald A Sprague Date:____18 September 2024_____

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Don’s Audio Visual Services
Section 8.11.b Insurance Provisions
City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required insurance provisions as follows:

Don’s Audio Visual Services dba. DAVS currently maintains comprehensive general liability of $2,000,000 and automobile insurance for $1,000,000. The city of Los Angeles is currently named as additional insured on our policy. Our insurance currently names the city of Los Angeles and their oﬃcers, employees, agents, elected oﬃcials and members of the boards or commissions as additional insured parties. Upon award, we will review all insurance provisions with the city and we will provide a new certiﬁcate of insurance to the city of Los Angeles Risk Management with any and all revisions required for approval prior to starting any work.

We currently maintain Worker’s Compensation and Employer Liability insurance. Our coverage includes a waiver of subrogation against the city of Los Angeles. Upon notice of award, we will review our insurance with the city and we will furnish the city with an updated certiﬁcate with any required changes. We will not cancel or materially change our insurance without a thirty (30) day prior written notice to the city of Los Angeles Risk Management.

Donald A Sprague Don’s Audio Visual Services dba. DAVS
Owner / Operator & Account Manager 21901 Grant Avenue
Cell: 310-629-6052 Torrance, CA 90503
[email protected] Business: 310-629-6052
RFP-NO. 24-017
Don’s Audio Visual Services
Section 8.11.c Labor Code 3700 Compliance Certiﬁcation City of Carson
Request for Proposal No. 24-017
Audio Visual Services Contractor
Attn: Purchasing Manager,
In accordance with your request for proposal for the rental of various audio visual, lighting and sound equipment, and technical services, as described by City of Carson Request for Proposal No. 24-017 and the attached document, we are pleased to oﬀer the City of Carson the required Compliance with Labor Code 3700 Certi ﬁcation as follows:

CERTIFICATE OF COMPLIANCE WITH LABOR CODE SECTION 3700
Name of Firm:__ Don’s Audio Visual Services dba. DAVS ________________________ Acting on behalf of the above-named ﬁrm Don’s Audio Visual Services dba. DAVS, as its Authorized Oﬃcial, I, the undersigned, certify as follows:

Don’s Audio Visual Services dba. DAVS is aware of the provisions of Section 3700 of the California Labor Code, which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with provisions of that code, and will comply with such provisions before commencing the performance of the work under any contract awarded in response to Don’s Audio Visual Services dba. DAVS’s proposal.

Don’s Audio Visual Services dba. DAVS

By: Donald A Sprague

Title: _Owner/Operator_______

Date: ___18 September 2024____________

RFP-NO. 24-017
Don’s Audio Visual Services
Thank you for the opportunity bid to continue to supply services to the City of Carson.

Donald A Sprague
Donald A Sprague
Owner/Operator & Account Manager
Cell: 310-629-6052
[email protected]
Don’s Audio Visual Services dba. DAVS
21901 Grant Avenue
Torrance, CA 90503
Business: 310-629-6052

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
DONALD ALAN SPRAGUE, DBA DON’S AUDIO VISUAL SERVICES

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AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
DONALD ALAN SPRAGUE, DBA DON’S AUDIO VISUAL SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (herein “Agreement”) is made and entered into effective the 31st day of December, 2024, by and between the CITY OF CARSON, a California municipal corporation (“City”) and DONALD ALAN SPRAGUE, DBA DON’S AUDIO VISUAL SERVICES , a sole proprietorship (“Consultant”). City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

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

C. Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services.

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

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professional standards” shall mean those standards of practice recognized by one or more first - class firms performing similar work under similar circumstances.

1.2 Consultant’s Proposal.

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

1.3 Compliance with Law.

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

1.4 Licenses, Permits, Fees and Assessments.

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

1.5 Familiarity with Work.

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

1.6 Care of Work.

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1.7 Further Responsibilities of Parties.

1.8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costs of the extra work, and/or (ii) the time to perform this Agreement, which said adjustments are subject to the written approval of the Consultant. Any increase in compensation of up to ten percent (1 0%) of the Contract Sum or $25,000, whichever is less; or, in the time to perform of up to one hundred eighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be approved by the City Council. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other contr actors. No claims for an increase in the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1.9 Special Requirements.

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

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation for the initial three-year Term of this Agreement set forth in Section 3.4, including reimbursement for actual expenses, shall not exceed Two Hundred Twenty -Five Thousand Dollars ($ 225,000.00) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event the City exercises one or both of its options to extend the Term for the Extension Term(s) pursuant to Section 3.4, the compensation for each Extension Term shall not exceed Seventy-Five Thousand Dollars ($75,000.00).

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2.2 Method of Compensation.

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

2.3 Reimbursable Expenses.

2.4 Invoices.

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

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

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

2.5 Waiver.

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

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ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

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

3.2 Schedule of Performance.

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

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement sh all be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused, Consultant’s sole remedy being extension of the Agreement pursuant to this Section.

3.4 Term.

ARTICLE 4. COORDINATION OF WORK

4.1 Representatives and Personnel of Consultant.

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

Donald Alan Sprague Owner (Name) (Title)

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(Name) (Title)

(Name) (Title)
It is expressly understood that the experience, knowledge, capability and reputation of the foregoing principals were a substantial inducement for City to enter into this Ag reement.

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

4.2 Status of Consultant.

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

4.3 Contract Officer.

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

4.4 Independent Consultant.

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compensation or hours of service. Consultant shall perform all services r equired herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall no t contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecat ed or encumbered voluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfers restricted hereunder shall include the transfer to any person or group of persons acting in concert of more than twenty five percent (25%) of the present ownership and/or control of Consultant, taking all transfers into account on a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultant of any liability hereunder without the express consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

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insurance written on a per occurrence for bodily injury and property damage in an amount not less than $1,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability . Professional liability insurance appropriate to the Consultant’s profession, as determined by the City’s Risk Manager, provided that the limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate. This coverage may be written on a “claims made” basis, and must include coverage for contractual liability. The professional liability insurance required by this Ag reement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years following the completion of Consultant’s services or the termination of this Agreement. During this additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
(e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (f) Additional Insurance. Policies of such other insurance, as may be r equired in the Special Requirements in Exhibit “B”.
(g) Broader Coverages and Higher Limits . Notwithstanding anything else herein to the contrary, if Consultant maintains broader coverages and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverages and/or higher limits maintained by Consultant.

5.2 General Insurance Requirements.

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with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation” notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COM PANY SHALL MAIL THIRTY (30) -DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
[to be initialed] ______________
Consultant Initials
City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant’s insurance shall apply separately to each ins ured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any per sons or property resulting from the Consultant’s activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant’s indemnification liabilities as provided in Section 5.3.

In the eve nt the Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5.1, and such certificates and endorsements shall be provided to City.

5.3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative,

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arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (“indemnitors”), or arising from Consultant’s or indemnitors’ reckless or willful misconduct, or arising from Consultant’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Consultant will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Consultant will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant hereunder; and Consultant agrees to save and hold the City, its officers, agen ts, and employees harmless therefrom;
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Consultant for such damages or other claims arising out of or in connection with the negl igent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys’ fees.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated “A-” or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City (“Risk

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Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6.1 Records.

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

6.2 Reports.

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

6.3 Ownership of Documents.

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

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ownership use, reuse, or assignment of the documents and materials hereunder. Any use, reuse or assignment of such completed documents for other projects and/or use of uncompleted documents without specific written authorization by the Consultant will be at the City’s sole risk and without liability to Consu ltant, and Consultant’s guarantee and warranties shall not extend to such use, reuse or assignment. Consultant may retain copies of such documents for its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors sha ll provide for assignment to City of any documents or materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any documents and materials that may qualify as “works made for hire” as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed “works made for hire” for the City.

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

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions

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concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such co urt in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

This timeframe is presumptively thirty (30) days, but may be extended, though not reduced, if circumstances warrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice of the Consultant’s default shall not be deemed to result in a waiver of the City’s legal rights or any rights arising out of any provision of this Agreement.

7.3 Retention of Funds.

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

7.4 Waiver.

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

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7.5 Rights and Remedies are Cumulative.

7.6 Legal Action.

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

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon thirty (30) days’ written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, the Consultant reserves the right to terminate this Contract at any time, with or without cause, upon sixty (60) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as the Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In th e event the Consultant has initiated termination, the Consultant shall be entitled to compensation only for the reasonable value of the work product actually produced hereunder. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.

7.8 Termination for Default of Consultant.

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

01007.0001/1027362.3 -15-

7.9 Attorneys’ Fees.

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

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

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

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

8.3 Covenant Against Discrimination.

01007.0001/1027362.3 -16-

8.4 Unauthorized Aliens.

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

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either party may change its address by notifying the other party of the c hange of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy -two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

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

9.3 Counterparts.

This Agreement may be exec uted in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Agreement.

9.4 Integration; Amendment.

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

01007.0001/1027362.3 -17-

9.5 Severability.

9.6 Warranty & Representation of Non-Collusion.

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

Consultant’s Authorized Initials _______

9.7 Corporate Authority.

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

01007.0001/1027362.3 -18-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor

Date: ____________________________
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[brj]
CONSULTANT:

DONALD ALAN SPRAGUE, DBA DON’S
AUDIO VISUAL SERVICES, a sole proprietorship
By:

Name:

Title:

Address: 21901 Grant Avenue
Torrance, CA 90503

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

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

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

01007.0001/1027362.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

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

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

01007.0001/1027362.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/1027362.3 A-1
EXHIBIT “A”

SCOPE OF SERVICES
I. Consultant will perform the following Services on an on-call basis:

A. Rental of audio, visual, sound, lighting, effects & atmosphere, stage and riser, and backline equipment, as detailed in Exhibit “C,” for City events , functions, and activities, including private events booked by patrons at the City’s Community Center, also known as the Carson Event Center (“Event Center”).

1. The City anticipates requesting the on-call services primarily for events and functions held by patrons at the Event Center pursuant to facility use bookings/reservations made by the patrons with City approval/permits .

When the patron requests rental of equipment or services that are within the Scope of Services of this Agreement in connection with an Event Center event or function booked by the patron, then if the City elects to utilize Consultant’s on-call services to fulfill the request, the Contract Officer will make a requ est to Consultant and Consultant will provide the City with a Task Proposal pursuant to Section II.A-B below, and then City, if it sees fit to approve the Task Proposal, will charge the patron for the stated cost of the Consultant’s equipment and /or services. After the event has been completed, Consultant will invoice the City for the equipment and /or services stated in the approved Task Proposal and the City will then make payment to Consultant in accordance with Section 2.4 (Invoices).

2. The City may also request on-call services from Consultant for City events, functions and/or activities, independent of any patron Event Center booking.

B. Unless otherwise directed by the Contract Officer, Consultant shall perform the following services associated with t he rental of its equipment for each event , function or activity pursuant to this Agreement , and the stated equipment rental rates in Section I of Exhibit “C” shall include such services:

1. Setting up and testing the pre-ordered equipment commencing at least one hour prior to the event;

2. Take-down (including disassembly and disconnection, with all other equipment and systems returned to the condition existing prior to the event) of the equipment, to completed within one hour after the event; and

3. Consultant’s technician being present during set -up, and thereafter as requested by the Contract Officer until take -down is completed, to explain the use of the equipment and provide the required cabling to make the system work with the City and/or the Event Center patrons and their own equipment.

01007.0001/1027362.3 A-2
C. Consultant shall provide all technical services incidental to the City’s rental and use of equipment pursuant to subsection ( B) of this Section I, including setup, testing and takedown of all equipment rented, at no extra charge, in that the costs of such technical services are included in the applicable rental rates set forth in Section I of Exhibit C. Additional costs shall only be charged for special requests for labor of a different nature that is beyond the labor that is merely incidental or necessary to the equipment rental and use (including routine setup, testing, and takedown), and such special labor shall be performed at the labor rates specified in Section II of Exhibit C. However, the labor that may be authorized pursuant to this paragraph is limited to labor related to provision of technical services in connection with a given event, function or activity, and shall not include any permanent installation work.

II. Consultant must perform all on -call Servi ces in compliance with the following requirements:

A. Each task shall be indicated by a written request produced by the Contract Officer with a description of the work to be performed, and the time desired for completion.

All tasks shall be carried out in conformity with all provisions of this Agreement.

B. Consultant must prepare a written description of the requested tasks including all components and subtasks; the costs to perform the task (“Task Budget”), using the itemized fees in Exhibit C, Schedule of C ompensation, whenever a requested task is provided for in Exhibit C; an explanation of how the cost was determined; and, a schedule for completion of the task (“Task Completion Date”); which shall all collectively be referred to as the “Task Proposal.”
C. Contract Officer shall in writing approve, modify or reject the Task Proposal, and may issue a Notice to Proceed.

D. The task shall be performed at a cost not to exceed the Task Budget.

E. Consultant shall complete the task and deliver all deliverables to Contract Officer by the Task Completion Date.

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

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

A. Donald Sprague, Owner/Operator/General Manager
B. Subcontracted Technician as needed (subject to City approval per Section 4.5)

01007.0001/1027362.3 B-1
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(added text shown in bold italics, deleted text shown in strikethrough font) I. Section 3.4 (Term) is amended as follows:
“3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) one (1) years from the date hereof, except as otherwise provided in the Schedule of Performance (Exhibit ‘D’) (“Term”). The City may, at its sole discretion, elect to extend the Term by up to two (2) years, in one (1) year increments (each, an “Extension Term”), at the same rates of compensation set forth in the Schedule of Compensation (Exhibit ‘C”), by providing Consultant a written notice of such election no less than thirty (30) days prior to the expiration of the Term or then-applicable Extension Term.”

01007.0001/1027362.3 C-1
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. The daily equipment rental rates (including all associated services as described in Section I of Exhibit “A”) for all available rental equipment are as follows , less an automatic 30% discount on all rentals of equipment listed below except for the equipment listed under the heading “Stage and Riser Listings”:

01007.0001/1027362.3 C-2

01007.0001/1027362.3 C-3

01007.0001/1027362.3 C-4

As noted above, all listed equipment rentals except for the “Stage and Riser Listings” are subject to an automatic 30% discount off the listed rental rates. As an example, “50” Samsung” is listed under “Video Lis tings” at a rental rate of $150; after application of the 30% discount, the actual rental rate is $105, calculated as follows:
$150 x 0.3 = $45; $150 - $45 = $105.

Additional lighting and effects & atmosphere equipment items not listed above may be made av ailable for rental in response to a given Task Proposal, subject to availability and at a negotiated rate approved by the Contract Officer.

II. The hourly labor rates for services pursuant to Section I. C of Exhibit “ A” are as follows:

01007.0001/1027362.3 C-5

III. Within the budgeted am ounts for each Task, and with the approval of the Contract Officer, funds may be shifted from one Task sub -budget to another so long as the Contract Sum is not exceeded per Section 2.1, unless Additional Services are approved per Section 1.8.

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

A. Line items for all personnel describing the work performed, the equipment rented, and the applicable rental rate or hourly rate.

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

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

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

V. The total compensation for the Services shall not exceed $225,000 for the initial three- year Term as provided in Section 2.1 of this Agreement.

01007.0001/1027362.3 D-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
I. Consultant shall be available to perform the services on an on-call basis seven (7) days a week, between the hours of 6:00 a.m. to 12:00 a.m. , as necessary to accommodate both scheduled and last -minute events , including responding to last -minute event requests and providing equipment and personnel within an hour if needed .

Consultant shall perform all services timely in accordance with the applicable approved Task Proposal.

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

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 17. To: Honorable Mayor and City Council From: Joshua Boudreaux, Director of Human Resources HR Administration Subject: **REVISED** CONSIDER ADOPTING RESOLUTION NO. 24-103, AMENDING THE JOBSPECIFICATIONS FOR THE ASSISTANT TO THE CITY MANAGER POSITION (CITY COUNCIL) I. SUMMARY
On November 6, 2024, a joint review was conducted by AFSCME Local 1017 in collaboration with HumanResources (HR) staff to assess the current classiﬁcation speciﬁcation for the following position, Assistant to theCity Manager. The primary objective of the review was to ensure that this classiﬁcation accurately reﬂect theevolving responsibilities, organizational needs, and strategic priorities of the City.

The review identiﬁed that the current job classiﬁcation for this positions no longer fully aligns with the expandedscope of duties, increasing complexity of tasks, and changing priorities within the City's operational and strategic framework. As a result, updates to the classiﬁcations are recommended to better reﬂect the roles andresponsibilities of the Assistant to the City Manager position.

II. RECOMMENDATION
WAIVE further reading and ADOPT the following Resolution No. 24-103, "A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF CARSON, CALIFORNIA, AMENDING THE JOB CLASSIFICATION OF THE ASSISTANT TO THE CITY MANAGER."
III. ALTERNATIVES
TAKE another action that City Council deems appropriate.

IV. BACKGROUND
In accordance with the City's Municipal Code, classiﬁcation speciﬁcations must be approved by the City Council inorder to establish the job title, essential job duties, knowledge, skills and abilities, and qualiﬁcation guidelines thatare required for each position. Therefore, an update to the Assistant City Manager job speciﬁcations is beingpresented to the City Council for approval and adoption. 11/19/24 Revision Job Classiﬁcation description revised to omit speciﬁc work group supervision. AFCSME 1017 has reviewed the proposed revisions and is in agreement with these adjustments. Updated exhibit No. 3 attached.

V. FISCAL IMPACT
701 East Carson Street
There is no ﬁscal impact from the proposed resolution as this position was already approved in the adopted Fiscal Year 2024-25 operating budget.

VI. EXHIBITS

1. Resolution No. 24-103; Assistant to the City Manager

2. Original Assistant to the City Manager Classiﬁcation Speciﬁcation

3. Revised Assistant to the City Manager Classiﬁcation Speciﬁcation

Attachments
EXHIBIT NO. 1-Reso No 24-103; Assistant to the City Manager EXHIBIT NO. 2-Assistant to the City Manager Classiﬁcation Speciﬁcation EXHIBIT NO. 3 REVISED Assistant City Manager JD 11.18.24.pdf EXHIBIT 1

RESOLUTION NO. 24-103

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARSON,

CALIFORNIA, AMENDING THE JOB CLASSIFICATION PLAN,
RESOLUTION NO. 20-063, BY ADOPTING A NEW SALARY FOR

ASSISTANT TO THE CITY MANAGER

WHEREAS, Section 503 of the City’s Charter provides that the City Council shall determine, by ordinance or resolution, the amount and type of compensation to be paid to all City officers, department heads and employees; and
WHEREAS, The Director of Human Resources is authorized and directed under provisions of Sections 2797.1 of the Carson Municipal Code and Section II, Rule II of the City Personnel Rules to prepare and recommend position classification and compensation plans, after consultation with the affected Directors, which becomes effective upon approval by the City Council; and

WHEREAS, Rule III of the City of Carson Personnel Rules provides that modification to the classification plan, embodied in Resolution No. 20-063, shall be made only after the authorized Human Resources staff members consults with the affected Directors and affected recognized employee organizations; and

WHEREAS, The City has reviewed the needs and services of the City Manager’s office and determined that, to improve its services to the City of Carson and efficiency of the City Manager’s office, the City of Carson desires to adopt the classification specification of ASSISTANT TO THE CITY MANAGER to ensure the service and efficiencies.; and

WHEREAS, The Director of Human Resources has consulted with the affected parties and has met and conferred with the representatives of the affected recognized employee organizations pursuant to its obligations under the MMBA, concerning the classification specification for the ASSISTANT TO THE CITY MANAGER.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION

1. The foregoing recitals are true and correct and are incorporated herein by reference.

SECTION 2. The updated classification specification for the ASSISTANT TO THE CITY MANAGER, reflecting the current job roles and responsibilities.

SECTION 3. In the event of any conflict between this Resolution and any prior City resolution relating to the subject matter hereof, this Resolution shall supersede and prevail over the prior resolution to the extent of the conflict.

SECTION 4. The City Clerk shall certify to the adoption of this resolution and deem it effective as of November 19th of 2024 the same shall be in force and effect.

PASSED, APPROVED AND ADOPTED this 19th day of November 2024.

Lula Davis-Holmes, Mayor
APPROVED AS TO FORM:

Sunny K. Soltani, City Attorney

ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk

STATE OF CALIFORNIA)
COUNTY OF LOS ANGELES) SS:

CITY OF CARSON)

I, Khaleah Bradshaw, City Clerk of the City of Carson, do hereby certify that the foregoing Resolution, being Resolution No. 24- 103, was passed and approved by the City Council of the City of Carson at its meeting held on November 19, 2024, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

By:

Dr. Khaleah K. Bradshaw, City Clerk
CITY OF CARSON City Council Reso. No:

Class Specification Bargaining Unit: AFSCME 1017
FLSA: Exempt
AS

SISTANT TO THE CITY MANAGER
Job Summary:

Under general direction of the City Manager , the position performs executive level work and provides managerial support to the City Manager, by managing a variety of critical and/or sensitive matters, providing nuanced and advanced research, analysis, and reports, monitoring of legislative and other intergovernmental activities and acting as a liaison between the City Manager’s office, external entities, and the public to achieve successful results in support of the City’s mission, goals, policies and objectives.

Essential Duties and Responsibilities:

These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change, or rescind related duties and work assignments.This position assists the City Manager in the strategic and day-to-day management of the City and supervisory duties through the following responsibilities:

1. P
lans, organizes, and coordinates the activities of assigned functions, staff, programs, and projects.

2. Exercises direction, supervision, training, coaching, evaluation, safety, and support for employees.

3. Serves as project manager for designated projects both within the City Manager’s Office and i
nvolving multiple departments or divisions.

4. De
velops strategies and programs for implementing the City’s goals and objectives.

5. Participates with City Manager in framing the City's vision and strategies for accomplishing organizational initiatives; advocates City, Federal, State, and regional cooperation wher e
oppor
tunities exist to further the City's and region's goals.

6. Works closely with the City Manager, Assistant City Manager, Deputy City Manager, and Department Directors on matters pertaining to assigned functions, programs, and projects.

7. Conducts major analytical and research assignments, and develops recommendations related to a variety of administrative and operational issues with citywide impact.

8. Assists City Manager with certain assigned duties of the office, including support to the City Council as appropriate, and participates with departments in accomplishment of activities necessary for City operations.

9. Advises the City Manager of administrative details relative to day -to-day functions of City government that are used as a basis for action by the City Manager, or for recommended actions to be taken by the City Council.

10. May be assigned to monitor departmental activities.

11. Consults with legal counsel regarding potential legal matters; compiles and prepares data at
the r
equest of legal counsel.

12. Develops and/or assists in the development of strategies to accomplish City goals and obj
ectives, including assisting other departments to address special issues and special projects as assigned.

13. Provides guidance to City departments according to the directives of the City Manager; coordinates activities of other departments and outside agencies.

14. Directs and participates in the preparation of various documents, including but not limi ted to c
orrespondence, reports, resolutions, ordinances, contracts, and presentation materials.

15. Researches, prepares, and presents oral and written reports to the public, the City Council, Commissions, Committees, and Boards, and responds to resident inquiries.

EXHIBIT NO. 2
City of Carson Page 2 of 3
Assistant to the City Manager

16. Monitors, analyzes, and evaluates legislation and other intergovernmental activities impacting the City; prepares and/or coordinates appropriate responses to legislation impacting City operations and/or the community at large.

17. Represents the City Manager’s Office at internal and external meetings, including conferences and interagency events. Maintains effective and extensive professional relationships with representatives of other local, state, and federal agencies to advance the legislative objectives of the City.

18. Assists in the oversight and preparation of the City Council Agenda and support material ; attends meetings of various Commissions and groups as assigned by the City Manager.

Reviews City department items submitted for the City Council agenda.

19. Prepares and writes public information material.

20. Writes procedural manuals or instructions.

21. Writes RFPs and/or RFQs for programs or professional services and oversees the procurement of materials and services as assigned. Performs contract compliance administration.

22. Provides oversight and input on the process of pursuing and securing various grant funding for the City.

23. Completes evaluatons, PAFs, and perform supervisory duties as needed for City Council Aides, Housing Division, and Public Information Office (PIO).

24. Performs related duties as required.

Qualification Guidelines:

A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and/or Experience:

Bachelor’s degree in an occupationally related field and four (4) years full-time paid experience in a staff capacity analyzing and making recommendations for the solution of problems of organization, systems and procedures, program, budget or personnel including two (2) years in a lead or supervisory capacity. Completion of a Master’s degree program is preferred. Experience and/or education in a related field may be substituted on a year for year basis.

Knowledge of:
• Principles and practices of municipal government administration, including goal setting, program development, implementation and evaluation
• Municipal governance structure, practices and policies • Pertinent Federal, State, and local laws, codes, and regulations • Organizational and management practices applicable to the analysis and evaluation of programs, policies and operational needs
• Public agency budgetary, contract administration, and City-wide administrative practices • State and federal constitutional and statutory provisions relating to municipalities • Methods and techniques of research, analysis, and statistical and analytical report preparation • Methods and techniques of contract negotiation and administration • Customer service and public relations
• English usage, spelling and grammar; principles of public speaking

Skill and/or Ability to:
• Develop alternative resolutions to problems and recommend a balanced use of strategic and administrative approaches in resolving issues.
- Analyze, appraise, and organize facts, data, and information and present findings and recommendations in oral and written reports.
- Manage a variety of complex and challenging projects simultaneously to completion City of Carson Page 3 of 3
Assistant to the City Manager

- Exercise judgment, initiative, decisiveness, and creativity necessary in situations involving the direction, control and planning of multiple programs, and in critical or unexpected situations involving considerable risk or loss to the City. - Review, discuss, and advise regarding legislative and policy issues. - Interact with public officials; work cooperatively with employees, customers, clients, and the public.
- Produce documents written in the English language using proper sentence structure, punctuation, grammar, and spelling.
- Communicate orally in group, face-to-face, and one-on-one settings.

License:

Possession of a valid California Class C driver’s license. Employees in this classification will be enrolled in the Department of Motor Vehicles (DMV) Government Employer Pull Notice Program which confirms possession of a valid driver’s license and reflects driving record.

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case-by - case basis. Positions in this class normally:

• Require vision (which may be corrected) to read small print. • Perform work which is primarily sedentary.
• May be required to use personal vehicle in the course of employment. • Is subject to inside and outside environmental conditions. • May be required to attend periodic evening meetings and/or to travel within and out of City boundaries to attend meetings.
• May be required to work evenings or weekends.

CITY OF CARSON City Council Reso. No: 24-103
Class Specification Bargaining Unit: AFSCME 1017
FLSA: Exempt

ASSISTANT TO THE CITY MANAGER
Job Summary:

Under general direction of the City Manager, the position performs executive level work and provides managerial support to the City Manager, by managing a variety of critical and/or sensitive matters, providing nuanced and advanced research, analysis, and reports, monitoring of legislative and other intergovernmental activities and acting as a liaison between the City Manager’s office, external entities, and the public to achieve successful results in support of the City’s mission, goals, policies and objectives.

Essential Duties and Responsibilities:

These functions are representative and may not be present in all positions in the class.

Management reserves the right to add, modify, change, or rescind related duties and work assignments. This position assists the City Manager in the strategic and day-to-day management of the City and supervisory duties through the following responsibilities:

1. P
lans, organizes, and coordinates the activities of assigned functions, staff, programs, and pr
ojects.

2. E xercises direct supervision of subordinate staff, excluding individuals classified as managers. This includes assigning and reviewing work, conducting performance evaluations, providing guidance, and training, and initiating disciplinary actions when necessary. The employee will oversee non-managerial personnel to ensure compliance with policies, procedures and departmental objectives.

3. Serves as project manager for designated projects both within the City Manager’s Office and involving multiple departments or divisions.

4. Develops strategies and programs for implementing the City’s goals and objectives.

5. Participates with City Manager in framing the City's vision and strategies for accomplishing or
ganizational initiatives; advocates City, Federal, State, and regional cooperation where oppor
tunities exist to further the City's and region's goals.

6. Works closely with the City Manager, Assistant City Manager, Deputy City Manager, and Department Directors on matters pertaining to assigned functions, programs, and projects.

7. Conducts major analytical and research assignments, and develops recommendations related to a variety of administrative and operational issues with citywide impact.

9. Advises the City Manager of administrative details relative to day-to-day functions of City government that are used as a basis for action by the City Manager, or for recommended actions to be taken by the City Council.

10. May be assigned to monitor departmental activities.

11. Consults with legal counsel regarding potential legal matters; compiles and prepares data at the request of legal counsel.

12. Develops and/or assists in the development of strategies to accomplish City goals and objectives, including assisting other departments to address special issues and special projects as assigned.

Exhibit 3

13. Provides guidance to City departments according to the directives of the City Manager; coordinates activities of other departments and outside agencies.

14. Directs and participates in the preparation of various documents, including but not limited to correspondence, reports, resolutions, ordinances, contracts, and presentation materials.

15. Researches, prepares, and presents oral and written reports to the public, the City Council, Commissions, Committees, and Boards, and responds to resident inquiries.

18. Assists in the oversight and preparation of the City Council Agenda and support material; attends meetings of various Commissions and groups as assigned by the City Manager.

Reviews City department items submitted for the City Council agenda.

19. Prepares and writes public information material.

20. Writes procedural manuals or instructions.

21. Writes RFPs and/or RFQs for programs or professional services and oversees the procurement of materials and services as assigned. Performs contract compliance administration.

22. Provides oversight and input on the process of pursuing and securing various grant funding for the City.

23. Completes evaluations, PAFs, and perform supervisory duties as needed for City Council Aides, Housing Division, and Public Information Office (PIO).

24. Performs related duties as required.

Qualification Guidelines:

A typical way to obtain the requisite qualifications to perform the duties of this class is as follows:

Education and/or Experience:

Experience and/or education in a related field may be substituted on a year for year basis.

Knowledge of:
• Principles and practices of municipal government administration, including goal setting, program development, implementation and evaluation
• Municipal governance structure, practices and policies • Pertinent Federal, State, and local laws, codes, and regulations • Organizational and management practices applicable to the analysis and evaluation of programs, policies and operational needs
• State and federal constitutional and statutory provisions relating to municipalities • Methods and techniques of research, analysis, and statistical and analytical report preparation
• Methods and techniques of contract negotiation and administration • Customer service and public relations
• English usage, spelling and grammar; principles of public speaking

Skill and/or Ability to:
• Develop alternative resolutions to problems and recommend a balanced use of strategic and administrative approaches in resolving issues.
• Analyze, appraise, and organize facts, data, and information and present findings and recommendations in oral and written reports.
• Manage a variety of complex and challenging projects simultaneously to completion • Exercise judgment, initiative, decisiveness, and creativity necessary in situations involving the direction, control and planning of multiple programs, and in critical or unexpected situations involving considerable risk or loss to the City. • Review, discuss, and advise regarding legislative and policy issues. • Interact with public officials; work cooperatively with employees, customers, clients, and the public.
• Produce documents written in the English language using proper sentence structure, punctuation, grammar, and spelling.
• Communicate orally in group, face-to-face, and one-on-one settings.

License:

Physical Requirements and Working Conditions:

Employee accommodations for physical or mental disabilities will be considered on a case-by- case basis. Positions in this class normally:

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 18. To: Honorable Mayor and City Council From: Dr. Arlington Rodgers, Director of Public Works PW Operations Subject: **REVISED** CONSIDER APPROVAL OF AMENDMENT NO. 1 TO EXTEND THE TERM OF THEMAINTENANCE CONTRACT WITH LOS ANGELES COUNTY CONSERVATION CORPS, FOR WEEDABATEMENT, REMOVAL OF MISCELLANEOUS DEBRIS, WITHIN THE CITY'S RIGHT OF WAY (CITY COUNCIL) I. SUMMARY
On October 3, 2023, the City Council awarded a one year Maintenance Contract to Los Angeles County Conservation Corps for provision of weed abatement, removal of discarded items and removal of miscellaneous debris within the City's public right of way. The contract is for one year for a total contract sum of $433,379.89, with a City option to extend the term by two additional one-year terms at $433,379.89 per extension term. The award was made in response to IFB No. 23-17.

Staff is submitting Amendment 1 (Exhibit 1) to this maintenance contract, to extend the term of the Agreement by one year ending November 20, 2025, for an additional $433,379.89 which will bring the total not to exceed compensation to $866,759.78.

II. RECOMMENDATION

1. APPROVE Amendment No. 1 to the Agreement for Contract Services by and between the City of Carson and Los Angeles County Conservation Corps to extend the term of the agreement by one year and increase the contract sum by $433,379.89 such that the total cost of the Contract Agreement does not exceed $866,759.78.

2. AUTHORIZE the Mayor to execute the amendment after approval as to form by the City Attorney.

III. ALTERNATIVES

1. DO NOT APPROVE Amendment No. 1 to the Agreement for Contract Services.

2. DO NOT APPROVE the extension of the service contract.

3. TAKE another ACTION the City Council deems appropriate, consistent with the requirements of the law.

IV. BACKGROUND
701 East Carson Street
One of the functions of the Department of Public Works is to address overgrown vegetation, illegal dumping and miscellaneous debris within the City's public right of way. Public Works controls weed growth with application of weed control solution followed by its removal. Miscellaneous debris that has gathered at various areas such as tree wells, medians, sidewalks and roadways are picked up as part of the City's various ROW maintenance programs. The department is also tasked with with addressing similar issues within areas that are part of the California Department of Transportation (Caltrans) right of way. The City's Public Works Department is not suﬃciently staffed to be able to work simultaneously within the City's public right of way and address the maintenance needs within Caltrans' right of way. For that reason Los Angeles County Conservation Corps supplements the efforts by providing an expertise of addressing the maintenance concerns the Caltrans jurisdictions.

To address these concerns, staff solicited competitive bids from qualiﬁed contractors to maintain and perform weed abatement, litter, debris and graﬃti removal services within the City's right of way including Caltrans right-of- way (i.e. Freeway over/under passes, freeway on/off ramps etc.) The City released IFB No. 23-17 which was advertised on PlanetBids from August 10, 2023 to August 31, 2023. Eight bids were received and were opened by the Purchasing Division Manager at the City Clerk's oﬃce on August 31, 2023. Los Angeles Conservation Corp was determined to be the lowest, responsive and responsible bidder and was awarded the contract by City Council on October 3, 2023. The contract is for one year for a total contract sum of $433,379.89, with a City option to extend the term by two additional one-year terms at $433,379.89 for each extension term.

Staff recommends that the City Council approve proposed Amendment No. 1 to extend the term of the Agreement by one year to November 20, 2025, to allow for the contractor to continue to provide the necessary services within the City's public right of way for an additional not to exceed cost of $433,379.89. The total adjusted contract sum will be $866,759.78.
11/19/24 Revision
Agenda packet cover sheet "recommendations" was corrected to match the previously published staff report recommendations. No other material revisions were made.

V. FISCAL IMPACT
Although the proposed amendment is for a full calendar year, the one year period crosses over two City ﬁscalyears. As such, one full year of funding for this contract is budgeted as follows: $300,000 in FY 2024/25 and theremainder to be budged in FY 2025-26 in the amount of $134,000; via account number 101-80-840-281-6004.

VI. EXHIBITS

1. Los Angeles County Conservation Corps Amendment No. 1

Attachments
Exhibit 1 LA Conservation Corp Amendment 1.pdf
- 1 -
01007.0001/784151.3
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO THE AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 1”) by and between the CITY OF CARSON, a California municipal corporation (“City”) and LOS ANGELES CONSERVATION CORPS, INC. , a California nonprofit corporation (“Consultant”) is effective as of the ______ day of ________________, 2024.

RECITALS
A. City and Consultant entered into that certain Agr eement for Contractual Services dated November 21, 2023 ( “Agreement”) whereby Consultant agreed to provide mowing, weed abatement, site clean -up, graffiti abatement, trash and debris removal, and basic tree well maintenance services (“Services”) for one (1) year for a total contract sum of $433,379.89, with a City option to extend the Term by two (2) additional one-year terms.

B. The City and Consultant now desire to amend the Agreement to (1) extend the Term of the Agreement for an additional year consistent with the City Council’s original approval, and (2) increase the compensation by $433,379.89 to cover the costs of the Services for the next year, for a total adjusted not-to-exceed contract sum of $866,759.78.

TERMS

1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strike through).

A. Section 2.1 (Contract Sum) of the Agreement is hereby amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Eight Four Hundred Sixty Six Thirty Three Thousand Seven Three Hundred Fifty Seventy Nine Dollars and Seventy Eight Eighty Nine Cents ($866,759.78$433,379.89) (the “Contract Sum”), unless additional compensation is approved pursuant to Section 1.8. In the event City elects to exercise its options to extend the Term pursuant to Section 3.4 hereof, the Contract Sum will increase by an annual not to exceed amount of $433,379.89 for each the Extension Term, consistent with Exhibit “C.”” B. Section 3.4 ( Term) of the Agreement is hereby amended to read in its entirety as follows:

- 2 -
01007.0001/784151.3
“3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding two one ( 21) year s from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit “D”). The City may, at its sole discretion, elect to extend the Term by one two (12) additional one-year terms (each, an “Extension Term”). The not to exceed compensation for Services performed during the each Extension Term shall be consistent with the annual prices listed in Exhibit “C.”” C. Subsection IV. of Exhibit C (Schedule of Compensation) of the Agreement is hereby amended to read in its entirety as follows:
“IV. The total compensation for the Services shall not exceed $866,759.78$433,379.89 as provided in Section 2.1 of this Agreement.”

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.

3. Affirmation of Agreement; Warranty R e Absence of Defaults. City and Consultant each ratify and reaffirm each and every on e of the respective rights and obligations arising under the Agreement. Each party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each party represents and warrants to the other that the Agreement is currently an effective, valid, and binding obligation.

Consultant represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Consultant that, as of the date of this Amendment No. 1, Consultant is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The parties hereto irrevocably stipula te and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

5. Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound. - 3 -
01007.0001/784151.3

[SIGNATURES ON FOLLOWING PAGE]

- 4 -
01007.0001/784151.3
IN WITNESS WHEREOF, the parties hereto have executed this A mendment No. 1 on the date and year first-above written.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[rjl]

CONSULTANT:

LOS ANGELES CONSERVATION CORPS, INC.,
a California nonprofit corporation

By:

Name: Wendy Butts
Title: CEO
By:

Name: Lloyd Wright
Title: CFO

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

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

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

01007.0001/784151.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

01007.0001/784151.3

CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

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

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

WITNESS my hand and official seal.

Signature: _____________________________________

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

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
_______________________________

TITLE(S)

PARTNER(S) LIMITED

GENERAL

ATTORNEY-IN-FACT

TRUSTEE(S)

___________________________________

TITLE OR TYPE OF DOCUMENT
___________________________________

NUMBER OF PAGES
___________________________________

DATE OF DOCUMENT
___________________________________

SIGNER(S) OTHER THAN NAMED ABOVE

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 19. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Community Services Subject: CONSIDER APPROVAL OF AMENDMENT NO. 2 TO EXTEND THE CONTRACT SERVICESAGREEMENT WITH LONG BEACH PUBLIC TRANSPORTATION COMPANY FOR FIXED-ROUTE BUSSERVICES BY ONE ADDITIONAL YEAR (CITY COUNCIL) I. SUMMARY
On September 27, 2021, Long Beach Public Transportation Company (“LBT”) entered into a three-year ContractServices Agreement with the City to operate three new bus routes ("Agreement"). The Agreement provides for twooptional one-year extension terms that may be exercised upon the parties' mutual consent. Staff approached LBTin April 2024 to exercise the ﬁrst such extension. As contract rates were also up for negotiation, prolongeddeliberations necessitated approval of Amendment No. 1, extending the initial term through December 31, 2024while preserving the two one-year extension periods. As new rates for the ﬁrst one-year extension period have sincebeen ﬁnalized, staff is now seeking approval of Amendment No. 2 to extend the term of the Agreement by one year,effective January 1, 2025 through December 31, 2025, in exchange for compensation as detailed below.

II. RECOMMENDATION

1. APPROVE proposed Amendment No. 2 to the Contract Services Agreement between the City of Carson andLong Beach Public Transportation Company (Exhibit No. 1; “Amendment No. 2”).2. AUTHORIZE the Mayor to execute Amendment No. 2, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate.

IV. BACKGROUND
The City provides ﬁxed-route bus services to its residents and commuters from neighboring cities. On September27, 2021, Long Beach Transit entered into a three-year agreement with the City to operate three new bus routes(Exhibit No. 2; “Agreement”). Routes 2, 4, and 8 operate every 40 minutes between 5:03 am and 7:20 pm duringweekdays, and from 10:18 am and 5:38 pm on Saturdays.

Route 2 serves areas between California State University Dominguez Hills, SouthBay Pavilion, City Hall, and CarsonHigh School. Its rise in ridership can be attributed to a growing number of students using public transit.

Route 4 serves the entirety of Carson St. and connects riders with the Metro A (Blue) line light rail station on SantaFe Ave. and Del Amo Blvd. Ridership on this route is consistently higher than Routes 2 and 8 combined.

Route 8 serves the entirety of 223rd St. and connects riders with Metro’s A (Blue) line light rail station on Paciﬁc Pl.and Wardlow Rd. As the area’s very ﬁrst transit connection between west Carson and Long Beach, ridership on thisroute has also steadily increased over time. 701 East Carson Street
The parties have the option to extend the initial term by two additional one-year terms. Staff engaged LBT in April2024 to exercise such extensions. As contract rates were also up for negotiation, prolonged deliberationsnecessitated approval of Amendment No. 1, which extended the initial term through December 31, 2024 at theexisting rate of compensation while preserving the two full one-year optional extension periods and maintaining thecontract's other terms including its indemniﬁcation and insurance protections.

City staff and LBT have recently agreed to a new annual rate of $2,060,500 effective January 1, 2025, subject toCity Council approval of the proposed Amendment No. 2. The new rate reﬂects an increase of approximately 16.4%over the original rate of $1,770,000. LBT attributed this increase to rises in labor costs. Should the City Councilapprove the recommendation, LBT will be compensated in the amount of $2,060,500 for services rendered fromJanuary 1, 2025 through December 31, 2025.

The proposed Amendment No. 2 also includes a provision to the effect that in the unlikely event the City'sProposition A and C funding levels drop by 10% or more for next ﬁscal year compared to the current ﬁscal year, theparties will reopen negotiations as to the rate of compensation and service levels for the period of July 1, 2025through December 31, 2025, and may, but are not obligated to, enter into a further amendment to the Agreement toeffectuate a change to same.

Looking ahead, both parties have discussed the possibility of entering into a further amendment for the secondoption period commencing January 1, 2026 through June 30, 2027 at the same annual rate of $2,060,500 per year.Both parties have also tentatively agreed to renegotiate this rate and service levels in the event the City’sProposition A and C funding levels drop by 10% or more.

The proposed contract extension is exempt from the competitive bidding requirements of the City’s purchasingordinance per Carson Municipal Code Section 2611(i)(7).

V. FISCAL IMPACT
There is no ﬁscal impact at this time. Should the City Council approve the recommendation, funds for the ﬁrst sixmonths (January 1, 2025 – June 30, 2025 in the amount of $1,030,250) have been budgeted in FY 2024-25Proposition A and C account nos. 218-90-940-180-6010 and 219-90-940-180-6010.

Funds for the remaining six months (July 1, 2025 – December 31, 2025 in the amount of $1,030,250) will bebudgeted in FY 2025-26 Proposition A and C account nos. 218-90-940-180-6010 and 219-90-940-180-6010.

VI. EXHIBITS

1. (Proposed) Amendment No. 22. Agreement3. Amendment No. 1

Attachments
Exhibit No. 1 - Amendment No. 2.pdf
Exhibit No. 2 - LBT Contract.pdf
Exhibit No. 3 - Amendment No. 1.pdf
01007.0001/1025828.3
AMENDMENT NO. 2

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO AGREEMENT FOR CONTRACT SERVICES
(“Amendment No. 2”) by and between the CITY OF CARSON, a California municipal corporation (“City”), and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit mutual benefit corporation (“Long Beach Transit”), is effective as of the 1st day of January, 2025, except as otherwise provided herein . City and Long Beach Transit are sometimes hereinafter individually referred to as “Party” and hereinafter collectively referred to as the “Parties.”

RECITALS
A. City and Long Beach Transit entered into that certain Agreement for Contract Services dated September 27, 2021 ("Agreement"), whereby Long Beach Transit agreed to provide City with fixed-route public transit bus services as identified in Exhibit “A” (“Scope of Services”) of the Agreement (the “Services”). The Agreement, in Section 2.1, provides for a not-to-exceed Contract Sum of $5,310,000 for the initial three (3) year term, with annual compensation not to exceed $1,770,000 for each year of the initial three (3) year term. The Agreement, in Section 3.4, also provides for two subsequent one-year options that may be exercised by a duly approved and executed amendment to the Agreement entered into between the Parties.

B. Effective September 27, 2024, City and Long Beach Transit entered into Amendment No. 1 to the Agreement to extend the term until December 31, 2024, to facilitate continued performance of the S ervices by Long Beach Transit in exchange for compensation in the amount of $442,500 for the short-term extension period, and to increase the Contract Sum by $442,500 to authorize funding for the short-term extension period, thereby increasing the total not- to-exceed Contract Sum to $5,752,500, with the two subsequent one -year options to extend the term remaining intact, except that the first option period, if exercised, would commence on January 1, 2025, and the second option period, if exercised, would commence on January 1, 2026.

C. City and Long Beach Transit now desire to further amend the Agreement, by this Amendment No. 2, to: (i) exercise the first one-year option to extend the term of the Agreement, thereby extending the term until January 1, 2026 (unless earlier terminated in accordance with Article 7); (ii) authorize funding in the amount of $2,060,500 for continuation of the current service schedule for the one-year extension period, thereby increasing the not-to-exceed Contract Sum to $7,813,000; (iii) adjust the specified pricing for optional Sunday service should City choose to add such services; (iv) include the possibility of renegotiation of (a) the compensation to Long Beach Transit for the services during the one-year extension period, and (b) level of services to be provided during such period, in the event the Proposition A and Proposition C funding received by the City drops by ten percent (10%) or more. Additionally, City and Long Beach Transit desire to correct an error in the Agreement concerning the description of Long Beach Transit’s nonprofit entity type.

D. This Amendment No. 2 is made pursuant to Section 9.4 of the Agreement, as was Amendment No. 1.
01007.0001/1025828.3
E. Pursuant to Carson Municipal Code (“CMC”) Section 2611(i)(7), the City’s purchase of services from other governmental agencies that are not covered under a specific interagency agreement does not require compliance with the bidding provisions of the City’s purchasing ordinance (Chapter 6 of Article II of the CMC) so long as funds have been properly appropriated and such purchases conform with all other requirements of the City’s purchasing ordinance. The forgoing exemption is applicable to the City’s procurement of the services provided for in the Agreement, Amendment No. 1 and this Amendment No. 2.

TERMS

1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strike through).

A. Long Beach Transit represents and warrants to City that Long Beach Transit is, and since the effective date of the Agreement has been , a California nonprofit mutual benefit corporation, and as such, the Agreement erroneously describes Long Beach Transit in the introductory paragraph as a “California nonprofit public benefit corporation,” and on the signature page as a “California public benefit nonprofit corporation.” Based on the foregoing , City and Long Beach Transit agree that effective retroactively as of September 27, 2021, the aforementioned references in the Agreement to Long Beach Transit’s nonprofit entity type are amended to “Long Beach Public Transportation Company, a California nonprofit mutual benefit corporation.” B. Section 2.1 (Contract Sum) of the Agreement is amended to read in its entirety as follows:
“2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Long Beach Transit the amounts specified in the “Schedule of Compensation” attached hereto as Exhibit “C” and incorporated herein by this reference . The total compensation, including reimbursement for actual expenses, shall not exceed Seven Million Eight Hundred Thirteen Thousand Dollars ($7,813,000) Five Million Seven Hundred Fifty- Two Thousand Five Hundred Dollars ($5,752,500) for the initial three-year term of this Agreement plus the extension periods through December 31, 2025 2024 (the “Contract Sum”). The annual compensation shall not exceed One Million Seven Hundred Seventy Thousand Dollars ($1,770,000.00) for each year of the initial three-year term , and $442,500 for the extension period through December 31, 2024, and $2,060,500 for the one -year extension period from January 1, 2025 through December 31, 2025.”
C. Section 3.4 (Term) of this Agreement is hereby amended to read in its entirety as follows:
“3.4 Term. Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreemen t shall continue in full force and effect through December 31, 2025 2024, with one two subsequent one-year options that may be 01007.0001/1025828.3
exercised by a duly approved and executed amendment to this Agreement entered into between the Parties, with the first option (if exercised) commencing January 1, 2026 2025.

D. Exhibit “C” (Schedule of Compensation) of the Agreement is hereby amended to ready in its entirety as set forth in the Exhibit “C” attached hereto.

2. Continuing Effect of Agreement. Except as amended by Amendment No. 1 and this Amendment No. 2, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 2, whenever the term “Agreement” appears in the Agreement, it shall mean the Agreement, as amended by Amendment No. 1 and this Amendment No. 2 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Long Beach Transit each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each Party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each P arty represents and warrants to the other that the Agreement, as amended by Amendment No. 1 and this Amendment No. 2, is currently an effective, valid, and binding obligation.

Long Beach Transit represents and warrants to City that, as of the date of this Amendment No. 2, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Long Beach Transit that, as of the date of this Amendment No. 2, Long Beach Transit is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

4. Adequate Consideration. The Parties irrevocably stipulate a nd agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 2.

5. Authority. The persons executing this Amendment No. 2 on behalf of the P arties warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 2 on behalf of said Party, (iii) by so executing this Amendment No. 2, such P arty is formally bound to the provisions of this Amendment No. 2, and (iv) the entering into this Amendment No. 2 does not violate any provision of any other agreement to which said Party is bound.

6. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 2. [Signatures on the following page]
01007.0001/1025828.3
IN WITNESS WHEREOF , the P arties have executed this Amendment No. 2 on the date(s) and year set forth below, with express intent that this Amendment No. 2 shall be effective as of the date first-above written, except as otherwise provided herein.

CITY:

CITY OF CARSON, a municipal corporation

Lula Davis-Holmes, Mayor

Date: ____________________, 2024
ATTEST:

Dr. Khaleah K. Bradshaw, City Clerk
APPROVED AS TO FORM:

ALESHIRE & WYNDER, LLP

Sunny K. Soltani, City Attorney
[brj]
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY, a California nonprofit mutual benefit
corporation

By:

Name: Kenneth A. McDonald
Title: President/CEO

Date: _____________________, 2024

APPROVED AS TO FORM:

By: ________________________________
Vincent C. Ewing
General Counsel
Address: 4801 Airport Plaza Dr., 8
th Floor
Long Beach, CA 90815

01007.0001/1025828.3
EXHIBIT “C”

SCHEDULE OF COMPENSATION
I. Long Beach Transit shall perform the Base Services at the flat annual rate of $1,770,000 (i.e., per 12 months of service) for the initial three -year term of this Agreement (the “Base Services Rate”). Long Beach Transit shall perform the Base Services at the flat rate of $442,500 for the extension period commencing upon the conclusion of initial three -year term of this Agreement and continuing through December 31, 2024. Long Beach Transit shall perform the Base Services at the flat rate of $2,060,500 for the one -year extension period commencing on January 1, 2025 and continuing through December 31, 2025.

II. The additional or enhanced service options specified in Section I.E of Exhibit “A”, if and when authorized pursuant to said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i.e., per 12 months of service, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sunday service (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate. Notwithstanding the foregoing, should addition of this service be authorized pursuant to Section I.E of Exhibit “A” for the one -year extension period commencing on January 1, 2025 and continuing through December 31, 2025, the flat annual rate to add this se rvice would be $237,800 ( subject to proration as necessary to correspond to any authorization to add this service for a portion of the one-year extension period).

B. Add one additional hour of service on weekdays to Base Services: add $122,400 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

C. Add one additional hour of service on Saturdays to Base Services: add $25,200 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

III. The total compensation for the Services shall not exceed $7,813,000 $5,752,500 for the initial three -year term of this Agreement plus the extension periods through December 31, 2025 2024, as provided in Section 2.1 of this Agreement.

IV. T he City and Long Beach Transit shall reopen negotiations as to the rates of compensation specified in this Exhibit “C” and the level of services provided by Long Beach Transit to the City pursuant to Exhibit “A ” for the service period from July 1, 2025 through December 31, 2025, and may, but are not obligated to, enter into an amendment to the Agreement related to the same pursuant to Section 9.4 of the Agreement, if the Proposition A and Proposition C funding collectively received by the City for Fiscal Year 2025- 26 drops by ten percent (10%) or more compared to Fiscal Year 2024-25.

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and

LONG BEACH PUBLIC TRANSPORTATION COMPANY

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND

LONG BEACH PUBLIC TRANSPORTATION COMPANY
THIS AGREEMENT FOR CONTRACT SERVICES(herein “Agreement”) is made and entered into this 27th day of September, 2021 by and between the CITY OF CARSON,a California municipal corporation (“City”) and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit public benefit corporation (“Long Beach Transit”). City and Long Beach Transit may be referred to, individually or collectively, as “Party” or “Parties.”

RECITALS
A. City has sought the performanceofthe services defined and described in Article 1 of this Agreement.

B. Long Beach Transit is ready, willing and able to perform the services defined and described in Article 1 of this Agreement.
es Pursuant to the City of Carson’s Municipal Code, City has authority to enter into and execute this Agreement.
ay The Parties desire to formalize the selection of Long Beach Transit for performance of those services defined and described in Article 1 of this Agreement and desire that the terms of that performance be as defined and described herein.

OPERATIVE PROVISIONS

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

ARTICLE 1. SERVICES OF LONG BEACH TRANSIT

1.1 Scope of Services.

In compliance with all terms and conditions of this Agreement, Long Beach Transit shall provide those services specified in the “Scope of Services” attached hereto as Exhibit “A” and incorporated herein by this reference, which maybereferred to herein as the “services” or “work” hereunder. As a material inducementto the City entering into this Agreement, Long Beach Transit represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, andis experienced in performing the work and services contemplated herein.

Long Beach Transit shall at all times faithfully, competently and to the best of its ability, experience andtalent, perform all services described herein. 01007.0001/732285.10 -l-

1.2 Compliance with Law.

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

1.3 Licenses. Permits, Fees and Assessments.

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

1.4 Special Requirements.

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

1.5 No Franchise Rights.

Neither Long Beach Transit nor City intend by this Agreement to grant to Long Beach Transit any franchise, right, or agreementto use the streets of the City of Carson,it being further agreed and understood that whether or not Long Beach Transit has such franchise or is required to have such a franchise is not the subject of this Agreement, and no term or provision of this Agreementshall be used to prejudice the rights of either party in that regard.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2.1 Contract Sum.

2.2 Invoices
On a quarterly basis, Long Beach Transitwill invoice the City for services rendered. Except as provided in Section 7.3, City will use its best efforts to cause Long Beach Transit to be paid for the services within 45 days of the submitted invoice; however, Long Beach Transit acknowledges and agrees that due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. Review and payment by City for any services provided by Long BeachTransit shall not constitute a waiver of any default by Long Beach Transit or any rights or remedies provided herein or any applicable law.

ARTICLE 3. PERFORMANCE SCHEDULE

3.1 Time of Essence.

Timeis of the essence in the performanceof this Agreement.

3.2. Schedule of Performance.

Long Beach Transit shall commencethe services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the “Schedule of Performance”attached hereto as Exhibit “D” and incorporated herein by this reference.

3.3 Force Majeure.

The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Long Beach Transit, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, pandemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if City or Long Beach Transit shall within thirty (30) days of the commencementof such delay notify the other Party’s contract representative in writing of the causes of the delay. The Parties shall ascertain the facts and the extent of delay, and extend the time for performing the servicesfor the period of the enforced delay when and if in the judgmentofthe Parties such delayis justified. In no eventshall Long Beach Transit be entitled to recover damages against the City for any delayin the performance of this Agreement, however caused, Long Beach Transit’s sole remedy being extension of the Agreement pursuant to this Section. During the delay, Long Beach Transit shall not render services to the City. Long Beach Transit shall not invoice City for, and shall not be entitled to, any compensationorfixed costs from City for the duration of the delay period.

3.4 Term.

Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continuein full force and effect until completion of the services but not exceeding an initial term of three (3) years, with two subsequent one-year options that may be exercised by a duly approved and executed amendmentto this Agreement entered into betweentheParties. 01007.0001/732285.10 -3-
ARTICLE 4. COORDINATION OF WORK

4.1] Representatives and Personnel of Long Beach Transit.

Kenneth A. McDonald, President and CEO andorhis designees (“Principals”) are hereby designated as being the principals and representatives of Long Beach Transit authorized to act on its behalf with respect to the work specified herein and makeall decisions in connection therewith.

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

Therefore, the foregoing principals shall be responsible during the term of this Agreement for directing all activities of Long Beach Transit and devoting sufficient time to personally supervise the services hereunder. All personnel of Long Beach Transit, and any authorized agents, shall at all times be under the exclusive direction and control of the Principals. For purposes of this Agreement, the foregoing Principals may not be replaced nor may their responsibilities be substantially reduced by Long Beach Transit without prior notice to City. Long Beach Transit shall notify City of any changes in Long Beach Transit’s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4.2 Status of Long Beach Transit.

Long Beach Transit shall have no authority to bind City in any manner, or to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expressly conferred in writing by City. Long Beach Transit shall not at any time or in any manner represent that Long Beach Transit or any of Long Beach Transit’s officers, employees, or agents are in any mannerofficials, officers, employees or agents of City. Neither Long Beach Transit, nor any of its officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City’s employees. Long Beach Transit expressly waives any claim Long Beach Transit may have to any such rights.

4.3 Contract Officer.

The City of Carson’s Contract Officer shall be the Director of Community Services, or such other person as may be designated by the City Manager. It shall be Long Beach Transit’s responsibility to assure that the Contract Officer is kept informed of the progress of the performanceofthe services. Long Beach Transit shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager,to sign all documents on behalf of the City required hereunderto carry out the terms of this Agreement.

4.4 Independent Contractor.

Neither the City nor any ofits employees shall have any control over the manner, modeor meansby which Long BeachTransit, its agents or employees, perform the services required herein, except as otherwise set forth herein. City shall have no voice in the selection, discharge, supervision or control of Long Beach Transit’s employees, representatives or agents, or in fixing their number, compensation or hours of service. Long Beach Transit shall perform all services 01007.0001/732285.10 4.
required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. City shall not in any way or for any purpose becomeor be deemedto be a partner of Long Beach Transit in its business or otherwise or a joint venturer or amemberofanyjoint enterprise with Long Beach Transit.

4.5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Long Beach Transit, its principals and employees were a substantial inducementfor the City to enter into this Agreement. Therefore, Long BeachTransit shall not contract with any other entity to perform in whole or in part t he services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be transferred, assigned, conveyed, hypothecated or encumbered voluntarily or by operation of law, whetherforthe benefit of creditors or otherwise, without the prior written approval of City. No approvedtransfer shall release Long Beach Transit or any surety of Long BeachTransit of any liability hereunder without the express consentof City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages.

Long Beach Transit shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including anyextension thereof, the following policies of insurance whichshall coverall elected and appointed officers, employees and agentsofCity:
(a) General Liability Insurance (Occurrence Form CG0001 or equivalent). A policy of comprehensive commercial generalliability insurance written on a per occurrencebasis for products and completed operations, bodily injury, personal and advertising injury and property damage. The policy of insuranceshall be in an amountnotless than $2,000,000.00 per occurrence or if a general aggregate limit is used, theneither the general aggregate limit shall apply separately to the services Long Beach Transit shall render under this agreement (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (b) Worker’s Compensation Insurance. A policy of worker’s compensation insurance in such amountas will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Long Beach Transit against any loss, claim or damagearising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Long Beach Transit in the course of carrying out the services contemplated in this Agreement, and Employer’s Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
(c) Automotive Insurance (Form CA 0001 (Ed 1/87) including “any auto” and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability insurance written on a peroccurrencebasis for bodily injury and property damage in an amountnotless than $2,000,000. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.

01007.0001/732285.10 -5-
(d) Subcontractors. Long Beach Transit shall include all subcontractors as insureds underits policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall include all of the requirements stated herein. (e) Additional Insurance. Policies of such other insurance, as may be required in the Special Requirements in Exhibit “B”.

5.2 General Insurance Requirements.

All of the abovepolicies of insurance shall be primary insurance and shall name the City, its elected and appointed officers, employees and agents as additional insureds and any insurance maintained by City orits officers, employees or agents may applyin excessof, and not contribute with Long Beach Transit’s insurance. The insurer is deemed hereof to waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. Moreover, the insurance policy must specify that where the primary insured does not satisfy the self-insured retention, any additional insured may satisfy the self- insured retention. If Long Beach Transit maintains broader coverage and/orhigher limits than the minimumsshownin Section 5.1 above, the City requires and shall be entitled to the broader coverage and/or the higherlimits maintained by Long Beach Transit. Any available insurance proceedsin excess of the specified minimumlimits of insurance and coverageshall be available to the City.

All of said policies of insurance shall provide that said insurance may not be amended or cancelled by the insurer or any party hereto without providing thirty (30) daysprior written notice by certified mail return receipt requested to the City. In the event any of said policies of insurance are cancelled, Long Beach Transit shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5.1 to the Contract Officer.

No work or services under this Agreement shall commence until Long Beach Transit has provided the City with Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. City reserves the right to inspect complete, certified copies of and endorsementsto all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured (providing the appropriate endorsement) and shall conform to the following “cancellation”notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY (30)-DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMEDHEREIN.
[to be initialed] Ky o
Long Béach Transit Initials
01007.0001/732285.10 -6-

City, its respective elected and appointed officers, directors, officials, employees, agents and volunteers are to be covered as additional insuredsasrespects: liability arising out of activities Long BeachTransit performs; products and completed operations of Long Beach Transit; premises owned, occupied or used by Long Beach Transit; or any automobiles owned, leased, hired or borrowed by Long Beach Transit. The coverage shall contain nospecial limitations on the scope of protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Long Beach Transit’s insurance shall apply separately to each insured against whom claim is madeorsuit is brought, except with respect to the limits of the insurer’s liability.

Any deductibles orself-insured retentions must be declared to and approved by City. Long Beach Transit agrees that the requirement to provide insurance shall not be construed as limiting in any way the extent to which Long Beach Transit may be held responsible for the payment of damagesto any personsor property resulting from Long Beach Transit’s activities or the activities of any person or persons for which Long Beach Transit is otherwise responsible norshall it limit Long Beach Transit’s indemnification liabilities as provided in Section 5.3.

In the event Long Beach Transit subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, the contract between Long Beach Transit and such subcontractor shall require the subcontractor to maintain the same policies of insurance that Long Beach Transit is required to maintain pursuant to Section 5.1, and such certificates and endorsementsshall be providedto City.

5.3 Indemnification.

To the full extent permitted by law, Long Beach Transit agrees to indemnify, defend and hold harmless the City, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissionsorliabilities whether actual or threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising outoforin connection with the negligent performanceofthe work,operationsoractivities provided herein of Long BeachTransit,its officers, employees, agents, subcontractors, or any individualor entity for which Long Beach Transit is legally liable (“indemnitors”), or arising from Long Beach Transit’s or indemnitors’ reckless or willful misconduct, or arising from Long Beach Transit’s or indemnitors’ negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection therewith:
(a) Long BeachTransit will defend any action or actions filed in connection with any ofsaid claims orliabilities and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) Long Beach Transit will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Long Beach Transit hereunder; and Long Beach Transit agrees to save and hold the City, its officers, agents, and employees harmless therefrom; 01007.0001/732285.10 -7-
(c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Long BeachTransit for such damages or other claimsarising out of or in connection with the negligent performance of orfailure to perform the work, operation or activities of Long Beach Transit hereunder, Long Beach Transit agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred bythe City, its officers, agents or employees in such action or proceeding, including but notlimited to, legal costs and attorneys’ fees.

Should any liability or sanctions be imposed against City pursuant to 8 U.S.C.A §§1101 et seq. arising from Long Beach Transit’s employmentpractices or the status of individuals used by Long Beach Transit to provide services pursuant to this Agreement, Long Beach Transit hereby agrees to and shall reimburse City for the cost of all such liabilities or sanctions imposed, together with any and all costs, including attorneys’ fees, incurred byCity.

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

5.4 Sufficiency of Insurer.

Insurance required by this Agreementshall be satisfactory only if issued by companies qualified to do business in California, rated “A”or better in the most recentedition of Best Rating Guide, The Key Rating Guideorin the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Managerof the City (“Risk Manager”) due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreementcreates an increased or decreasedrisk of loss to the City, Long Beach Transit agrees that the minimum limits of the insurance policies may be changed accordingly uponreceipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF

INFORMATION

6.1 Reports.

Long Beach Transit shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. Long Beach Transit hereby acknowledges that the City is greatly concerned 01007.0001/732285.10 -8-
about the cost of work and services to be performed pursuant to this Agreement. For this reason, Long Beach Transit agrees that if Long Beach Transit becomes awareofany facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services contemplated herein, Long Beach Transit shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreasedcostrelated thereto.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND

TERMINATION

7.1 California Law.

This Agreementshall be interpreted, construed and governed both as to validity and to performanceof the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreementshall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Long Beach Transit covenants and agrees to submitto the personal jurisdiction of such court in the event of such action. In the eventof litigation in a U.S.

District Court, venue shall lie exclusively in the Central District of California, in the County of Los Angeles, State of California.

7.2 Disputes; Default.

In the event that Long Beach Transit is in default under the terms of this Agreement, the City shall not have any obligation or duty to continue compensating Long BeachTransit for any work performedafter the date of default. Instead, the City may give notice to Long Beach Transit of the default and the reasonsforthe default. The notice shall include the timeframe in which Long Beach Transit may cure the default. This timeframe is presumptively thirty (80) days, but may be extended, though not reduced, if circumstances warrant. During the period oftime that Long Beach Transit is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its sole discretion, elect to pay someorall of the outstanding invoices during the period of default. If Long Beach Transit does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Anyfailure on the part of the City to give notice of Long Beach Transit’s default shall not be deemedto result in a waiverof the City’s legal rights or any rights arising out of any provision of this Agreement.
73 Resolution of Disputed Invoices/Claims.

Within 90 daysofthe effective date of this Agreement, the Parties’ contract representatives will establish a mutually agreeable dispute resolution process and related terms/provisions that would apply in the event City disputes an invoice submitted by Long Beach Transit on the basis that it does not accurately reflect services rendered pursuant to this Agreement. The foregoing dispute resolution process and related provisions would also apply with respect to any and all amounts for which City may beliable to third parties by reason of Long Beach Transit’s acts or omissionsin performing orfailing to perform Long Beach Transit’s obligation under Article 5 of this Agreement, including but notlimited to, for (i) amounts of any claims made by a third party, 01007.0001/732285.10 -9-
the amounts or validity of which is disputed by Long Beach Transit, or (ii) any indebtedness that may exist which shall appear to be the basis for a claim of lien. 7A Waiver.

Acceptance by City of any work or services by Long BeachTransit shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting party on any default shall impair such right or remedy or be construed as a waiver. Any waiverbyeither party of any default must be in writing and shall not be a waiver of any other default concerning the sameorany otherprovision of this Agreement. 75 Rights and Remedies are Cumulative.

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

7.6 Legal Action.

7.7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Contract at any time, with or without cause, upon ninety (90) days’ written notice to Long Beach Transit, except that where termination is due to the fault of Long Beach Transit, the period of notice may be such shorter time as may be determined by the Contract Officer. In addition, Long Beach Transit reserves the right to terminate this Contract at any time, with or without cause, upon ninety (90) days’ written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time as Long Beach Transit may determine. Upon receipt of any notice of termination, Long Beach Transit shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Long Beach Transit shall be entitled to compensation for all services rendered prior to the date of receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation or such as may be approved by the Contract Officer, except as provided in Section 7.3. In the event of termination without cause pursuant to this Section, the terminating party need not provide the non-terminating party with the opportunity to cure pursuant to Section 7.2.
01007.0001/732285.10 -10-
78 Termination for Default of Long Beach Transit.

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

7.9 Attorneys’ Fees.

If either party to this Agreementis required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement,the prevailing partyin suchaction or proceeding, in addition to any other relief which may be granted, whetherlegal or equitable, shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on any appeal, and in addition a party entitled to attorney’s fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON-

DISCRIMINATION

8.1 Non-liability of City Officers and Employees.

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

8.2 Conflict of Interest.

City and Long Beach Transit each covenant that neither it, nor any of its officers or employees, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of the other or which would in any way hinder Long Beach Transit’s performanceofservices under this Agreement. Long Beach Transit further covenantsthat in the performanceof this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the Contract Officer. Long Beach Transit agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreementnorshall any such officer or employee participate in any decisionrelating to the Agreement whichaffects her/his financial interest or the financial interest of any corporation, partnership or association in which (s)he is, directly or indirectly, interested, in violation of any State statute or regulation. Long Beach Transit warrants that it has not paid or given and will not pay orgive anythird party any moneyor otherconsideration for obtaining this Agreement. 01007.0001/732285.10 -I1-
ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices.

Any notice, demand, request, document, consent, approval, or communicationeither party desires or is required to give to the other party or any other personshall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer (with her/his name andCity title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of Long BeachTransit, to the person(s) at the address designated on the execution page of this Agreement, copy to Long Beach Transit General Counsel. Either party maychangeits address by notifying the other party of the change of address in writing. Notice shall be deemed communicated atthe time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 Interpretation.

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

9.3 Counterparts.

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

9.4 Integration: Amendment.

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

9.5 Severability.

In the event that any one or moreofthe phrases, sentences, clauses, paragraphs, orsections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competentjurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so materialthatits invalidity deprives eitherparty ofthe basic benefit of their bargain or renders this Agreement meaningless. 01007.0001/732285.10 -12-

9.6 Warranty & Representation of Non-Collusion.

No official, officer, or employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or employee of City participate in any decision relating to this Agreement which may affect his/her financial interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of “financial interest” shall be consistent with State law and shall not include interests found to be “remote” or “non-interests” pursuant to Government Code Sections 1091 or 1091.5. Long Beach Transit warrants and representsthat it has not paid or given, and will not pay or give, to any third party including, but not limited to, any City official, officer, or employee, any money, consideration, or other thing ofvalue as a result or consequence of obtaining or being awarded any agreement. Long Beach Transit further warrants and represents that (s)he/it has not engaged in any act(s), omission(s), or other conductorcollusion that would result in the payment of any money, consideration, or other thing of value to any third party including, but not limited to, any City official, officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Long Beach Transit is aware of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money, consideration, or other thing of value will render this Agreementvoid and of no force oreffect.

Long Beach Transit’s Authorized ils8A

9.7 Corporate Authority.

The persons executing this Agreement on behalf of the parties hereto warrantthat(1) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreementto which said party is bound. This Agreementshall be binding upontheheirs, executors, administrators, successors and assigns of the parties. [SIGNATURES ON FOLLOWING PAGE]
01007.0001/732285.10 -|3-
IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the date and yearfirst-above written.

ATTEST: Vee

( a a SS
CH, Oe ie Llc é VA ‘
et
CAB ISy C1)

/ »John W.Carroll, Sr., Chief Deputy City Clerk
APPROVEDAS TO FORM:

ALES YNDER, LLP

[BRJ]
Sunns-kK. oe City Attorney
01007.0001/732285.10
CITY:

CITY OF CARSON,a municipal corporation
Oe
Lula Davis-Holmes, Mayor
/
y Che K
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY,a California public benefit nonprofit
corporation
ABett:

Kenneth A. McDonald, President and CEO

APPROVED AS TO FORM
By. 2
Vincent-C-Ewing
General Counsel
Address: 1963 E. Anaheim St.

Long Beach, CA 90813
-]4-
EXHIBIT “A”

SCOPE OF SERVICES
I. Long Beach Transit will perform the following Services:

A. Long BeachTransit will perform fixed-route public transit bus services as detailed in this Section.

B. Long Beach Transit will operate the three fixed routes depicted below (identified as routes 2, 4 and 8) within the City, at the times and frequencies indicated below:

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University
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TUONO,

Carson
|| Civic Ctr

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01007.0001/732285.10 A-1
C. Operation of the fixed routes at the times and frequencies set forth in subsection (B), above (the “Base Services”), will require six (6) buses.

D. [Reserved]
E. City may increase service levels beyond the Base Services subject to a City Manager-approved and Long Beach Transit-approved written amendment to this Agreement, executed by both Parties, to take advantage of any or all of the following additional or enhanced service options available from Long Beach Transit:

L. Add Sundayservice (Saturday hours of operation) to Base Services;

2. Add one additional hourof service* on weekdays to Base Services;

3. Add one additional hour of service* on Saturdays to Base Services; The City Council hereby authorizes any orall of the foregoing increases subject to approval and execution of the necessary amendment to this Agreementby the City Managerif and when such increase is deemed appropriate by the City Manager.

Additional costs for increased or enhanced services pursuantto this subsection (E) are as specified in Section II of Exhibit “C.” Any contract amendmentto increase or enhance services pursuant to this subsection shall require a corresponding increase to the contract sum provisions of this Agreement, including Section 2.1 and Section II] of Exhibit “C,” based on the rates set forth in Section II of Exhibit “C.” Similarly, if, after any increase(s) or enhancement(s) of services pursuant to this subsection, Long Beach Transit or City wish to terminate such increased or enhanced services and/or return services back to the Base Services, such action shall require a City Manager-approved written amendment to this Agreement, executed by both Parties (City Manager may execute on behalf of City), prior to taking effect.
*The timing of the additional hour of service shall be determined mutually by parties and agreed upon at the time of entering into the relevant amendmentto this Agreement.

F. Further increases, additions or enhancements to the services, including the following, may be authorized subject to a City Council and Long BeachTransit- approved and duly executed written amendment to this Agreement between the Parties:

1. Increase service frequency of Base Services from 40 minutes to 30 minutes.

2. Expand the service routes of the Base Services to provide access to key destinations such as Carson HS, South Bay Pavilion, Harbor Gateway, LA Harbor College, and UCLA Harbor Medical Center.

3. Provide enhanced connections to regional high-capacity transit, including the J (Silver) Line and the A (Blue) Line.
01007.0001/732285.10 A-2
IL.

4. Complement existing regional transit services provided by other regional providers,

5. Extend service span to align with other LBT services.

6. Serve priority transit arterials identified by the City of Carson.

7. Add additional service hours, implement Sunday service, or adjust service frequency for the aforementioned potential expanded services.

All buses utilized for services pursuant to this Agreement shall be provided and operated by Long Beach Transit, and shall be ADA-accessible at all times.

Additional ADA-accessible buses shall be provided by. Long Beach Transit as necessary to accommodate any increased or enhanced services authorized pursuant to subsection (E), above, and to replace and continue services in the event of a breakdown, as detailed in subsection (I), below. For the avoidance of doubt, “ADA,” as used in this Agreement, means and refers to the Americans with Disabilities Act of 1990.

All of the services required under this Agreementwill be performed by Long Beach Transit or approved subcontractors underits supervision, and all personnel engaged in the work shall be duly qualified to perform such services.

Long Beach Transit shall provide towing and replacement buses as soon as reasonably practicable in the event of a vehicle breakdown. No request for towing of any vehicle pursuant to this Agreementshall be made by City, nor shall any such request be required for Long Beach Transit to perform the aforementioned obligations.

Long BeachTransit shall be responsible for providing adequate training to its staff to ensure proper operation and maintenance of system vehicles. All drivers providing the services under this Agreement shall possess a Commercial Driver's license (CDL), Medical Examiner's Certificate and any other required certificates.

Long Beach Transit shall maintain and implement a policy of drug and alcohol testing for its employees as required for compliance withall laws, regulations, and grant program requirements as stated in Section 1.2.

Long Beach Transit will collect and retain all fares and will count and record the ridership or numberof passengers using theservices.

Vehicle Operation and Maintenance:

1. At all times, Long Beach Transit shall maintain all components of each vehicle as stated in section 1.2.

In the event City or Long Beach Transit, for any reason, determine that there is a need to reduce the hours of operation of any orall the fixed routes below the base 01007.0001/732285.10 A-3
Til.
hours of operation specified in this Agreement for the Base Services without completely suspending services, then such reduction in service hours may be effectuated via a City Manager-approved and Long Beach Transit-approved written amendmentto this Agreement, executed by both Parties (City Manager may execute on behalf of City), prior to the reduction taking effect.

All of the services required under this Agreementwill be performed by LBT or under its supervision, and all personnel engaged in the work shall be qualified to perform suchservices. LBT reserves the right to determine the assignmentof its employees to the performance of LBT’s services under this Agreement. In the event City's Contract Officer determines there is a need to exclude any employee of LBT from performing services for City under this Agreement, the Parties agree to work together in good faith to find a mutually agreeable solution, provided no action shall be taken that would violate any federal, state or local law or regulation, including any applicable labor agreement between LBTandbusoperators.
01007.0001/732285.10 A-4
EXHIBIT “B”

SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
(added text shownin bolditalics, deleted text shownin strikethrough) 01007.0001/732285.10 B-1
EXHIBIT “C”

Il. The additional or enhancedservice options specified in Section I.E of Exhibit “A”,if and whenauthorized pursuantto said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i-e., per 12 monthsofservice, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sundayservice (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

B. Add one additional hour of service on weekdays to Base Services: add $122,400 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

G Add one additional hour of service on Saturdays to Base Services: add $25,200 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

Il. The total compensation for the Services shall not exceed $5,310,000 for the initial three-year term of this Agreement, as provided in Section 2.1 of this Agreement. 01007.0001/732285.10 C-1
EXHIBIT “D”

SCHEDULE OF PERFORMANCE
L Long Beach Transit shall perform all Services timely in accordance with the following schedule:

A. BaseServices: service to the public is provided in accordance with the schedule set 01007.0001/732285.10
forth in Section I.B of Exhibit “A.”
Long Beach Transit shall provide as requested service performancereports to the City such as:

Ridership;
On-Time Performance;
Adherenceto the Plan Schedule;
Complaints or Compliments of Service;
Security Statistics;
Revenue Data.

D-1
LONG BEACH PUBLIC TRANSPORTATION COMPANY/ CITY OF CARSON Bus Service Agreement, Section 7.3 Dispute Resolution Process A “Sop 7 ow
Resolution of Disputed Invoices/Claims.

This agreementis entered into under Section 7.3 (“Resolution of Disputed Invoices/Claims”) of the Contract Services Agreement entered into by and ssthe City of Carson and Long Beach Public Transportation Company, effective September~7 2021 (“Contract”), and is deemed incorporated into the Contract by reference as though fully set forth in the Contract at Section

7.3. LONG BEACH PUBLIC TRANSPORTATION COMPANYis hereinafter referred to as "LBT" and the CITY OF CARSON is hereinafter referred to as "Carson". Collectively, LBT and Carson are referred to hereinafter as the "Parties". Individually, LBT and Carson hereinafter are referred to as the "Party", or as a "Party".

Notwithstanding Section 7.2 of the Contract, any dispute, claim, or controversy that may arise between the Parties that is within the scope of Section 7.3 of the Contract (“Dispute”)shall be resolved as herein provided. Prior to the initiation of any legal action pursuant to Section 7.6 of the Contract, the Parties shall first attempt to resolve their Dispute informally, in a timely and cost-effective manner,as follows:

1. Ifa Party has a Dispute with the other Party, the disputing Party shall give written notice thereof within five (5) business days following identification of the cause of the Dispute to LBT's President and CEO and Carson's City Manager, which notice shall describe the Dispute and recommend corrective action to be taken by the other Party. Notwithstanding the foregoing, the failure of a Party to give notice of a Dispute within the foregoing timeframe shall not, in and ofitself, constitute a waiver of any claim or legal right or remedy related to the Dispute, nor a waiver of any default or any provision of the Contract. Nothing in this agreementis intended to alter any applicable statute of limitations. “Business days”as used in this agreementshall exclude Fridays and holidays observed by Carson or LBT.
a. While the Dispute is pending, and provided the Contract remains in effect and has not been terminated pursuant to Section 7.7 or 7.8, and services for the relevant period have not been suspended pursuant to Section 3.3, Carson will continue paying LBT's invoices for services rendered pursuant to the Contract and LBT will continue providing services pursuant to the Contract. With respectto the first type of dispute identified in Section 7.3 of the Contract, i.e., where Carson disputes an invoice submitted by LBT on the basis that it does not accurately reflect services rendered pursuant to the Contract, Carson doesn't have the right to retain funds that are subject to the Dispute and that come due pursuant to LBT's invoices while the Dispute is pending (the “Disputed Payments”), provided LBT’s President/CEO, upon being notified of the Dispute, in good faith affirms to Carson’s City Manager that LBT reasonably believes the Disputed Payments accurately reflect services rendered pursuant to the Contract. LBT doesn't have the right to stop services pursuant to the Contract while the Dispute is pending, provided the Contract remains in effect and has not been terminated pursuant to Section 7.7 or 7.8, and services for the relevant period have not been suspended pursuantto Section 3.3.

LONG BEACH PUBLIC TRANSPORTATION COMPANY/ CITY OF CARSON Bus Service Agreement, Section 7.3 Dispute Resolution Process

2. LBT's President and CEO and Carson's City Manager shall, within eight (8) business days of receiving written notice of the Dispute (“Resolution Deadline”), meet and confer in a good faith attemptto resolve it. Other persons may be included in the meet and confer process as deemed necessary by LBT's President and CEO and Carson's City Manager.

3. Ifthe Parties are unable to resolvethe Disputeat least in principle prior to the Resolution Deadline, either Party may pursue a legal action pursuant to Section 7.6 of the Agreement. If the Parties agree in principle but do not have sufficient time to effectuate final approval of such agreementprior to the Resolution Deadline, then provided each Party acts diligently and in good faith to finalize the agreement, a reasonable time period not exceeding thirty (30) days beyond the Resolution Deadline shall be allowed to finalize such agreementprior to either Party pursuing a legal action thereon.

4. The prevailing party in a legal action regarding the Dispute shall be entitled to recover reasonable attorneys' fees and costs in accordance with Section 7.9 of the Agreement.

IN WITNESS WHEREOF, on the date and year first-below written, the Parties hereto have executed and agreed to this LONG BEACH PUBLIC TRANSPORTATION COMPANY / CITY OF CARSON BusService Agreement, Section 7.3 Dispute Resolution Process.

APPROVED AS, TO FORM:

ALESHIRE & WYNDER, LLP
| ~ 7 ~~
Sunny K. Soltani, City Attorney

LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California public benefit nonprofit corporation
Ko |
Kenneth A“twicDonald, President and CEO

Date: /P{ 26 2021
LONG BEACH PUBLIC TRANSPORTATION COMPANY/ CITY OF CARSON Bus Service Agreement, Section 7.3 Dispute Resolution Process
APPROVED AS TO FORM:
a eg- -
Vincent C. Ewing, General CounSel
AMENDMENT NO. 1

TO AGREEMENT FOR CONTRACT SERVICES

THIS AMENDMENT TO AGREEMENT FOR CONTRACT SERVICES
("Amendment No. l ") by and between the CITY OF CARSON, a California municipal corporation ("City"), and LONG BEACH PUBLIC TRANSPORTATION COMPANY, a California nonprofit mutual benefit corporation ("Long Beach Transit"), is effective as of the 27th day of September, 2024. City and Long Beach Transit are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties."

RECITALS
A. City and Long Beach Transit entered into that certain Agreement for Contract Services dated September 27, 2021 ("Agreement"), whereby Long Beach Transit agreed to provide City with fixed-route public transit bus services as identified in Exhibit "A" ("Scope of Services") of the Agreement (the "Services"). The Agreement, in Section 2.1, provides for a not-to-exceed Contract Sum of $5,310,000 for the initial three (3) year term, with annual compensation not to exceed $1,770,000 for each year of the initial three (3) year term. The Agreement, in Section 3.4, also provides for two subsequent one-year options that may be exercised by a duly approved and executed amendment to the Agreement entered into between the Parties.

B. Pursuant to Carson Municipal Code ("CMC") Section 261 l(i)(7), the City's purchase of services from other governmental agencies that are not covered under a specific interagency agreement does not require compliance with the bidding provisions of the City's purchasing ordinance (Chapter 6 of Article II of the CMC) so long as funds have been properly appropriated and such purchases conform with all other requirements of the City's purchasing ordinance. The forgoing exemption is applicable to the City's procurement of the services provided for in the Agreement and this Amendment No. 1.

C. City and Long Beach Transit now desire to amend the Agreement, by this Amendment No. 1, to extend the tenn until December 31, 2024, to facilitate continued perfonnance of the Services by Long Beach Transit in exchange for compensation in the amount of $442,500 for this short-term extension period, and to increase the Contract Sum by $442,500 to authorize funding for this short-term extension period, thereby increasing the total not-to-exceed Contract Sum to $5,752,500, with the two subsequent one-year options to extend the term remaining intact, except that the first option period, if exercised, would commence on January 1, 2025, and the second option period, if exercised, would commence on January 1, 2026.

TERMS

1. Contract Changes. The Agreement is amended as provided herein (new text is identified in bold italics, deleted text in strike through).

A. Section 2.1 (Contract Sum) of the Agreement is amended to read in its entirety as follows:
01007.0001 ll001896.4
"2.1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agrees to pay Long Beach Transit the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed Five Million Seven Hundred Fifty-Two Tltousand Five Hundred Dollars ($5,752,500) Fi:Ye Million Tmee H1:1ndred Ten Tho1:1saRd Dollars ($5,310,000) for the initial three-year tenn of this Agreement plus tlte extension period through December 31, 2024 (the "Contract Sum"). The annual compensation shall not exceed One Million Seven Hundred Seventy Thousand Dollars ($1,770,000.00) for each year of the initial three-year tenn and $442,500 for the extension period through December 31, 2024."
B. Section 3.4 (Term) of this Agreement is hereby amended to read in its entirety as follows:
"3.4 Tenn. Unless earlier tenninated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect tffittl. through December 31, 2024 eompletion of the serviees 01:tt not eKeeediHg ftfl initial term of thfee (3) years, with two subsequent one-year options that may be exercised by a duly approved and executed amendment to this Agreement entered into between the Parties, with the.first option (if exercised) commencing January 1, 2025.

C. Exhibit "C" (Schedule of Compensation) of the Agreement is hereby amended to ready in its entirety as set forth in the Exhibit "C" attached hereto.

2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this Amendment No. 1, whenever the term "Agreement" appears in the Agreement, it shall mean the Agreement, as amended by this Amendment No. 1 to the Agreement.

3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and Long Beach Transit each ratify and reaffirm each and every one of the respective rights and obligations arising under the Agreement. Each Party represents and warrants to the other that there have been no written or oral modifications to the Agreement other than as provided herein. Each Party represents and warrants to the other that the Agreement, as amended by this Amendment No. 1, is currently an effective, valid, and binding obligation.

Long Beach Transit represents and warrants to City that, as of the date of this Amendment No. 1, City is not in default of any material term of the Agreement and that there have been no events that, with the passing of time or the giving of notice, or both, would constitute a material default under the Agreement.

City represents and warrants to Long Beach Transit that, as of the date of this Amendment No. 1, Long Beach Transit is not in default of any material term of the Agreement and that there have been no events that, with the passing oftime or the giving of notice, or both, would constitute a material default under the Agreement.
01007.0001/1001896.4

4. Adequate Consideration. The Parties irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1.

5. Authority. The persons executing this Amendment No. 1 on behalf of the Parties warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Amendment No. 1 on behalf of said Party, (iii) by so executing this Amendment No. 1, such Party is formally bound to the provisions of this Amendment No. 1, and (iv) the entering into this Amendment No. 1 does not violate any provision of any other agreement to which said Party is bound.

6. Counterparts. This Amendment No. 1 may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, whether the signatures are originals, electronic, facsimiles or digital. All such counterparts shall together constitute but one and the same Amendment No. 1. [Signatures on the following page]
0 I 007.0001 ii 001896.4
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 on the date(s) and year set forth below, with express intent that this Amendment No. 1 shall be effective as of the date first-above written.

Sunny K. Soltani, City Attorney
[brj; pks]
01007 000111001896.4
CITY:

CITY OF CARSON, a municipal corporation
-�,.,__.,..)Y� �
L a Davis-Holmes, Mayor
Date: /!) /7 /4.. JI, . , 2024
---
LONG BEACH TRANSIT:

LONG BEACH PUBLIC TRANSPORTATION
COMPANY, a California public benefit nonprofit
corporation
�
Nam . r. Kenneth A. McDonald
Title: President/CEO
Date: _________ , 2024
APPROVED AS TO FORM:

By<��-Vincen;:

General Counsel
Address: 4801 Airport Plaza Dr.
8th Floor
Long Beach, CA 90815
EXHIBIT "C"

SCHEDULE OF COMPENSATION
I. Long Beach Transit shall perform the Base Services at the flat annual rate of $1,770,000 (i.e., per 12 months of service} for the initial three-year term of this Agreement (the "Base Services Rate"). Long Beach Transit shall perform the Base Services at tlte flat rate of $442,500 for the extension period commencing upon the conclusion of initial three-year term of this Agreement and continuing tlrrougl, December 31, 2024.

II. The additional or enhanced service options specified in Section I.E of Exhibit "A", if and when authorized pursuant to said Section I.E during the term of this Agreement, shall be performed at the following flat annual rates (i.e., per 12 months of service, with actual compensation due for any relevant billing period prorated as necessary based on the timing of authorization):

A. Add Sunday service (Saturday hours) to Base Services: add $164,500 (+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

B. Add one additional hour of service on weekdays to Base Services: add $122,400 {+/- the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

C. Add one additional hour of service on Saturdays to Base Services: add $25,200 ( • / the rate of inflation to be determined at time of contract amendment) annually to Base Services Rate.

III. The total compensation for the Services shall not exceed $5,752,500 SS,310,000 for the initial three-year term of this Agreement plus the extension period through December 31, 2024, as provided in Section 2.1 of this Agreement. 0 I 007.0001 /I 001896.4

CITY OF CARSON

File #: Version:

Report to Honorable Mayor and City Council
Tuesday, November 19, 2024, 5:00 PM
CONSENT 20. To: Honorable Mayor and City Council From: Michael Whittiker, Community Services Director CS Parks & Recreation Subject: CONSIDER APPROVING AMENDMENT NO. 2 TO CONTRACT SERVICES AGREMENT WITHLIGHTHOUSE4KIDS, INC. (FORMERLY, THE LIGHTHOUSE-HOME FOR MEDICALLY FRAGILE CHILDREN)(CITY COUNCIL) I. SUMMARY
On October 20, 2020, City Council awarded an Agreement for Contract Services, for an initial three-year term with two one-year extensions, to The Lighthouse-Home for Medically Fragile Children to provide snacks and lunch during the summer and for afternoon programs at the City’s parks (Exhibit No. 1). The initial term of the Agreement was for the period of December 3, 2020, through December 2, 2023. In November 2023, City Council approved Amendment No. 1 to the agreement (Exhibit No. 2). Since commencement of the Agreement, the vendor continues to do an outstanding job providing this service and has been an excellent partner. During the Covid-19 Pandemic where, under a separate service contract, The Lighthouse offered over 76,000 meals for the Grab-and-Go program.

In both cases, The Lighthouse provided these services at no cost, as the vendor receives its funding through the United States Department of Agriculture (USDA) Food and Nutrition Service. Staff is seeking City Council approval of Amendment No. 2 to the Agreement in order to exercise the City’s second of two one-year options to extend the term of the Agreement and to correct the name of the vendor as used in the Agreement to Lighthouse 4Kids, Inc., dba the Lighthouse (Exhibit No. 3). This action will extend the term of the Agreement for the period of December 3, 2024, through December 2, 2025, enabling the vendor to continue providing the services during this extension period without any interruption in services.

II. RECOMMENDATION
TAKE the following actions:

1. APPROVE the proposed Amendment No. 2 to the Agreement (Exhibit No. 3); and

2. AUTHORIZE the Mayor to execute Amendment No. 2, following approval as to form by the City Attorney.

III. ALTERNATIVES
TAKE another action the City Council deems appropriate
IV. BACKGROUND
701 East Carson Street
On April 21, 2009, the City of Carson entered into an agreement with Lighthouse to provide free snacks and lunch to children participating in Kids Club and Summer Day Camp program at the City’s parks. At the time that the contract was executed, a sunset date was not included in the agreement; therefore, the development of a new contact was required. A ﬁve-year agreement was prepared and presented to City Council on December 3, 2019. The City Council declined to approve the contract at that time, and instead directed staff to release an RFP for this service and authorized a one-year agreement in the interim. On September 3, 2020, an RFP was released inviting interested ﬁrms to submit a proposal to provide meal and snack services during the summer and for the City’s after school programs - Kids Club, Summer Day Camp, and 3-in-1 Enrichment. Speciﬁcally, vendors would be required to provide 950 lunches on 49 serving days, 600 snacks on 49 days, and 675 suppers on184 days. A total of ﬁve (5) proposals were submitted by the RFP’s closing date, September 24, 2020, at the following per year pricing:
• The Lighthouse-Home for Medically Fragile Children - $0 • Tender Loving Care Catering- $545,777.50
• Choura Venue Services- $1,083,300
• Girlshood- $1,584,417
• Challenging Minds- $1,748,540
After careful review and evaluation of the bids, The Lighthouse-Home for Medically Fragile Children was identiﬁed as the lowest and most responsible bidder, and was awarded the Agreement. The Lighthouse was established in 2006, and provides an array of programs and services to support medically fragile, low income, and at-risk youth.

The organization receives its funding from the USDA Food and Nutrition Service, which enables Lighthouse to provide this service at no cost. During atypical summer, Lighthouse has served over 32,000 snacks and more than 28,000 lunches to program participants. The snacks and meals are distributed at various sites, including parks and recreation centers. As this service is provided at no cost, the City has been permitted to keep program fees low and affordable for the most economically challenged Carson youth. In the ﬁfteen years that the City has worked with this organization, Lighthouse continues to be an excellent partner. The non-proﬁt has a vast amount of experience, is knowledgeable of City procedures, is very familiar with City locations and programs, and accepts many additional responsibilities, including administration of required reports and staff training. During the Covid-19 pandemic, Carson partnered with The Lighthouse through a separate service contract to provide over 76,000 free meals for the Grab-and-Go program. Staff recommends that the City Council approve the proposed Amendment No. 2, which would authorize the extension and correct the vendor’s name as used in the Agreement to The Lighthouse 4Kids, Inc., dba the Lighthouse. The recommended action will allow The Lighthouse to continue providing snacks and meals to the City’s summer and after school programs for another year at no cost.

V. FISCAL IMPACT
There is no ﬁscal impact to the General Fund with this contract, as this service is offered free of charge toparticipants of the selected programs.

VI. EXHIBITS

1. Agreement with Lighthouse Home for Medically Fragile Children Inc.

2. Amendment No. 1 to Agreement Lighthouse4Kids Inc.

3. Proposed Amendment No. 2 to Agreement for Lighthouse4Kids Inc.

Attachments
Agreement with Lighthouse Home for Medically Fragile Children Inc.pdf Amendment No. 1 to Agreement Lighthouse4Kids Inc.pdf
Proposed Amendment No. 2 to Agreement for Lighthouse4Kids Inc.pdf

CONTRACT SERVICES AGREEMENT
By and Between

CITY OF CARSON
and
THE LIGHTHOUSE - HOME FOR MEDICALLY FRAGILE CHILDREN, INC.,

DBA THE LIGHTHOUSE

AGREEMENT FOR CONTRACT SERVICES

BETWEEN THE CITY OF CARSON AND
THE LIGHTHOUSE - HOME FOR MEDICALLY FRAGILE CHILDREN, INC.,

DBA THE LIGHTHOUSE
THIS AGREEMENT FOR CONTRACT SERVICES ( herein " Agreement") is made and enteredinto this 3rddayof December, 2020by andbetweentheCITY OF CARSON, aCalifornia municipal corporation (" City") and THE LIGHTHOUSE - HOME FOR MEDICALLY FRAGILE CHILDREN, INC., a California domestic nonprofit corporation, dba THE LIGHTHOUSE Consultant"). City andConsultantaresometimeshereinafterindividuallyreferredtoas "Party" and hereinafter collectively referred to asthe "Parties."

RECITALS
A. City hassought, by issuanceof a Requestfor Proposalsor Invitation for Bids, the performance of the servicesdefined and describedparticularly in Article l of this Agreement.

B. Consultant, following submission of a proposal or bid for the performance of the servicesdefinedanddescribedparticularlyin Article 1of thisAgreement, wasselectedby theCity to perform those services.

C. PursuanttotheCityof Carson'sMunicipalCode, City hasauthoritytoenterintoand execute this Agreement.

D. The Parties desire to formalize the selection of Consultant for performance of those servicesdefined anddescribedparticularly in Article I of this Agreementanddesirethatthetermsof that performance beasparticularly defined and describedherein.

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

ARTICLE 1. SERVICES OF CONSULTANT

1. 1 Scope of Services.

In compliance with all terms and conditions of this Agreement, the Consultant shall provide those services specified in the " Scope of Services" attached hereto as Exhibit " A" and incorporated herein by this reference, which may bereferredto herein asthe "services" or "work" hereunder. As a material inducementto the City entering into this Agreement, Consultant representsand warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner, and is experiencedin performing thework andservicescontemplatedherein. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. Consultant covenants that it shall follow the highest professional standards in performing the work and servicesrequired hereunderand that all materials will be both of good 01007 0001 r6745201 4-
qualityaswell asfit for thepurposeintended. Forpurposesof this Agreement, thephrase "highest professional standards" shall meanthosestandardsof practicerecognizedby oneor more first-class firms performing similar work under similar circumstances.

1. 2 Consultant' s Proposal.

The Scope of Service shall include the Consultant' s scope of work or bid which shall be incorporated herein by this reference as though fully set forth herein. In the event of any inconsistencybetweenthe termsof suchproposal andthis Agreement, the terms of this Agreement shall govern.

1.3 Compliance with Law.

Consultant shall keep itself informed concerning, and shall renderall serviceshereunderin accordancewith, all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, Stateor local governmentalentity havingjurisdiction in effect at the time serviceis rendered.

1. 4 Licenses, Permits, Fees and Assessments.

Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for theperformanceof the servicesrequired by this Agreement. Consultant shall have the sole obligation to pay for any fees, assessmentsand taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessaryfor the Consultant's performanceof the servicesrequiredby this Agreement, andshall indemnify, defendandhold harmlessCity, its officers, employeesor agentsof City, againstany such fees, assessments, taxes, penalties or interest levied, assessedor imposed against City hereunder.

1. 5 Familiarity with Work.

By executing this Agreement, Consultant warrants that Consultant ( i) has thoroughly investigatedand consideredthescopeof servicesto beperformed, (ii) hascarefully consideredhow theservicesshould beperformed, and (iii) fully understandsthefacilities, difficulties andrestrictions attendingperformanceof theservicesunderthisAgreement. If theservicesinvolveworkuponany site, Consultant warrants that Consultant has or will investigate the site and is or will be fully acquaintedwith theconditionsthereexisting, prior tocommencementof serviceshereunder. Should the Consultant discover any latent or unknown conditions, which will materially affect the performance of the serviceshereunder, Consultant shall immediately inform the City of such fact and shall not proceed except at Consultant' s risk until written instructions are received from the Contract Officer.

1. 6 Care of Work.

The Consultant shall adopt reasonablemethodsduring the life of the Agreement to furnish continuous protection to the work, and the equipment, materials, papers, documents, plans, studies and/ or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to personsor property, until acceptanceof thework by City, exceptsuchlossesor damages asmay be causedby City' s own negligence.
01007, 0001/ 6745203 - 2-

1. 7 Further Responsibilities of Parties.

Both parties agree to use reasonable care and diligence to perform their respective obligations under this Agreement. Both parties agree to act in good faith to execute all instruments, prepare all documents and take all actions as may be reasonably necessary to carry out the purposes of this Agreement. Unlesshereafterspecified, neither party shall beresponsiblefor theserviceof theother.

1. 8 Additional Services.

City shall have the right at any time during the performance of the services, without invalidatingthis Agreement, to orderextrawork beyondthatspecifiedin theScopeof Servicesor makechangesby altering, addingto or deductingfrom saidwork. No suchextrawork may be undertaken unless a written order is first given by the Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum for the actual costsof the extrawork, and/ or ( ii) the time to perform this Agreement, which said adjustments are subject to the written approvalof theConsultant. Any increasein compensationof up to tenpercent (10%) of the Contract Sumor $25,000, whichever is less; or, in the time to perform of up to onehundredeighty (180) days, may be approved by the Contract Officer. Any greater increases, taken either separately or cumulatively, mustbeapprovedby theCity Council. It is expresslyunderstoodby Consultantthat the provisions of this Section shall not apply to services specifically set forth in the Scope of Services. Consultant hereby acknowledges that it acceptsthe risk that the servicesto be provided pursuantto the Scopeof Servicesmay bemore costly or time consumingthanConsultantanticipates andthat Consultant shall not beentitled to additional compensationtherefor. City may in its soleand absolute discretion have similar work done by other contractors. No claims for an increasein the Contract Sum or time for performance shall be valid unless the procedures established in this Section are followed.

1. 9 Snecial Requirements.

Additional termsand conditions of this Agreement, if any, which aremadeapart hereof are setforth in the "Special Requirements" attachedhereto asExhibit " B" and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit " B" and any other provisions of this Agreement, the provisions of Exhibit " B" shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT.

2. 1 Contract Sum.

Subject to any limitations set forth in this Agreement, City agreesto pay Consultant the amounts specified in the " Schedule of Compensation" attached hereto as Exhibit " C" and incorporatedherein by this reference. The total compensation, including reimbursementfor actual expenses, shall not exceed Zero Dollars ($ 0. 00) ( the " Contract Sum"). The Parties acknowledge that Consultant is providing the servicesat no cost to City.

2. 2 Method of Compensation.

The method of compensation may include: ( i) a lump sum payment upon completion; ( ii) payment in accordance with specified tasks or the percentage of completion of the services, less 01007, 00011674520. 3 - 3-
contract retention; ( iii) payment for time and materials based upon the Consultant' s rates as specified in the Schedule of Compensation, provided that ( a) time estimates are provided for the performance of sub tasks, ( b) contract retention is maintained, and ( c) the Contract Sum is not exceeded; or ( iv) such other methods as may be specified in the Schedule of Compensation.

2. 3 Reimbursable Expenses.

Compensation may include reimbursement for actual and necessary expenditures for reproduction costs, telephone expenses, and travel expensesapproved by the Contract Officer in advance, or actual subcontractor expenses of an approved subcontractor pursuant to Section 4. 5, and only if specified in theScheduleof Compensation. The Contract Sum shallincludetheattendanceof Consultant at all project meetings reasonablydeemed necessaryby the City. Coordination of the performance of the work with City is a critical component of the services. If Consultant is required to attend additional meetingsto facilitate suchcoordination, Consultant shall not be entitled to any additional compensationfor attending said meetings.

2. 4 Invoices.

Eachmonth Consultantshall furnish to City anoriginal invoice for all work performed and expensesincurred during theprecedingmonth in a form approvedby City' s Director of Finance. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of the Agreement. The invoice shall detail charges for all necessary and actual expensesby thefollowing categories: labor (by sub -category), travel, materials, equipment, supplies, and sub -contractor contracts. Sub -contractor charges shall also be detailed by such categories.

Consultant shall not invoice City for any duplicate servicesperformed by more than one person.

City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. Except asto any chargesfor work performed or expensesincurred by Consultantwhich aredisputed by City, or asprovided in Section 7.3, City will useits bestefforts to causeConsultant to be paid within forty- five ( 45) days of receipt of Consultant' s correct and undisputed invoice; however, Consultant acknowledges and agreesthat due to City warrant run procedures, the City cannot guarantee that payment will occur within this time period. In the event any charges or expensesare disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by the Consultantshall not constitute a waiver of any rights or remediesprovided hereinor any applicable law.

2. 5 Waiver.

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

ARTICLE 3. PERFORMANCE SCHEDULE

3. 1 Time of Essence.

Time is of the essence in the performance of this Agreement. 01007. 00 0 116745 20.3 - 4-

3. 2 Schedule of Performance.

When requestedby the Consultant, extensionsto the time period(s) specified in the Scheduleof Performancemay be approved in writing by the Contract Officer but not exceeding one hundred eighty ( 180) dayscumulatively.

3. 3 Force Majeure.

The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contract Officer such delay is justified. The Contract Officer' s determination shall be final and conclusive upon the parties to this Agreement. In no event shall Consultant be entitled to recover damagesagainst the City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of the Agreement pursuantto this Section.

3. 4 Term.

ARTICLE 4. COORDINATION OF WORK

4. 1 Representatives and Personnel of Consultant_
The following principals of Consultant (" Principals") are hereby designatedas being the principals and representatives of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith:

Lisa Amos Executive Director
Name) Title)
Sarah Jackson Progam Director
Name) Title)
Mary Ran ae Executive Secretary
Name) Title)
It is expressly understoodthat the experience, knowledge, capability and reputation of the foregoing principals were a substantialinducementfor City to enter into this Agreement. Therefore, 01007 4001. 674520 3 - 5-
the foregoing principals shall be responsibleduring the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervisetheserviceshereunder.

All personnel of Consultant, and any authorized agents, shall at all times be under the exclusive direction andcontrol of thePrincipals. For purposesof this Agreement, theforegoing Principalsmay not be replacednor may their responsibilities be substantially reducedby Consultant without the expresswritten approvalof City. Additionally, Consultant shall utilize only competentpersonnelto perform services pursuant to this Agreement. Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant' s staff and subcontractors, if any, assigned to perform the servicesrequired under this Agreement. Consultant shall notify City of any changesin Consultant' s staff and subcontractors, if any, assigned to perform the services required under this Agreement, prior to and during any such performance.

4. 2 Status of Consultant.

Consultant shall have no authority to bind City in any manner, or to incur any obligation, debt or Iiability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under this Agreement or is otherwise expresslyconferred in writing by City. Consultantsteall not at anytime or in any mannerrepresentthat Consultantor anyof Consultant'sofficers, employees, or agentsarein anymannerofficials, officers, employeesor agents of City. Neither Consultant, nor any of Consultant' s officers, employees or agents, shall obtain any rights to retirement, health care or any other benefits which may otherwise accrue to City' s employees. Consultant expressly waives any claim Consultant may have to any such rights.

4. 3 Contract Officer.

The Contract Officer shall be Gloria Marroquin, Community ServicesProgram Manager. It shall be the Consultant's responsibility to assurethat the Contract Officer is kept informed of the progress of the performance of the services and the Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority, if specified in writing by the City Manager, to sign all documentson behalf of the City required hereunder to carry out the terms of this Agreement.

4. 4 Independent Consultant.

Neither the City nor any of its employeesshall haveany control over the manner, mode or meansby which Consultant, its agentsor employees, perform theservicesrequiredherein, exceptas otherwise setforth herein. City shall haveno voice in the selection, discharge, supervisionorcontrol of Consultant' s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any time or in any mannerrepresentthat it or any of its agentsor employeesareagentsor employeesof City.

City shall not in any way or for any purposebecomeor bedeemedto beapartnerof Consultantin its business or otherwise or ajoint venturer or a member of any joint enterprise with Consultant. 01007, 0001/ 674520 3 - 6-

4. 5 Prohibition Against Subcontracting or Assignment.

The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreementnor any interestherein may be transferred, assigned, conveyed, hypothecatedor encumberedvoluntarily or by operation of law, whether for the benefit of creditors or otherwise, without the prior written approval of City. Transfersrestricted hereundershallincludethetransferto any person or group of persons acting in concert of more than twenty five percent (25%) of the presentownershipand/or controlof Consultant, takingall transfersinto accounton a cumulative basis. In the event of any such unapproved transfer, including any bankruptcy proceeding, this Agreement shall be void. No approved transfer shall release the Consultant or any surety of Consultantof anyliability hereunderwithouttheexpressconsentof City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5. 1 Insurance Coverages_
The Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactoryto City, duringtheentiretermof this Agreementincludinganyextensionthereof, the following policies of insurancewhich shall cover all electedandappointedofficers, employeesand agents of City:
a) General Liability Insurance ( Occurrence Form CGO001 or equivalent). A policy of comprehensivegeneralliability insurancewritten on a peroccurrencebasisfor bodily injury, personalinjuryandpropertydamage. Thepolicy of insuranceshallbein anamountnotless than $ 1,000, 000. 00 per occurrence or if a general aggregate limit is used, then the general aggregate limit shall be twice the occurrence limit.
b) Worker' s Compensation Insurance. A policy of worker' s compensation insurancein such amount aswill fully comply with the laws of the Stateof California and which shall indemnify, insureandprovide legal defensefor the Consultantagainstany loss, claim or damagearisingfrom anyinjuriesoroccupationaldiseasesoccurringtoanyworkeremployedby or any persons retained by the Consultant in the course of carrying out the work or services contemplated in this Agreement.
c) Automotive Insurance (Form CA 0001 (Ed 1187) including " any auto' and endorsement CA 0025 orequivalent). A policy of comprehensiveautomobileliability insurance written on a per occurrence for bodily injury and property damage in an amount not less than 1,000,000. Saidpolicy shallincludecoveragefor owned, non -owned, leased, hiredcarsandany automobile.
d) Professional Liability. Professional liability insurance appropriate to the ConsuItant's profession. This coveragemay be written on a "claims made" basis, and must include coveragefor contractual liability. The professional liability insurancerequired by this Agreement must be endorsed to be applicable to claims based upon, arising out of or related to services performed under this Agreement. The insurance must be maintained for at least 5 consecutive years 01007. 0001/ 674520. 3 - 7-
followingthecompletionof Consultant'sservicesortheterminationof thisAgreement. Duringthis additional 5 -year period, Consultant shall annually and upon request of the City submit written evidence of this continuous coverage.
e) Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor.

All coverages for subcontractors shall include all of the requirements stated herein. f) Additional Insurance. Policies of suchother insurance, asmay berequired in the Special Requirements in Exhibit " B".

5. 2 General Insurance Requirements.

All of said policies of insuranceshall provide that said insurancemay not be amendedor cancelledbytheinsureror anypartyheretowithoutprovidingthirty (30) dayspriorwrittennoticeby certified mail return receipt requestedto the City. In the eventany of said policies of insuranceare cancelled, the Consultant shall, prior to the cancellation date, submit new evidence of insurance in conformance with Section 5. 1 to the Contract Officer.

No work or services under this Agreement shall continence until the Consultant has provided the City with Certificatesof Insurance, additional insuredendorsementforms or appropriate insurancebindersevidencingtheaboveinsurancecoveragesandsaidCertificatesof Insuranceor binders areapprovedby theCity. City reservesthe right to inspectcomplete, certified copiesof and endorsements to all required insurance policies at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City.

All certificates shall name the City as additional insured ( providing the appropriate endorsement) and shall conform to the following " cancellation" notice:

CANCELLATION:

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE

CANCELLED BEFORE THE EXPIRATION DATED THEREOF,
THE ISSUING COMPANY SHALL MAIL THIRTY ( 30) -DAY

ADVANCE WRITTEN NOTICE TO CERTIFICATE HOLDER
NAMED HEREIN.
to be initialed]
Co It t Initials
01007- 0001/ 674520 3 - 8-
City, its respectiveelectedandappointed officers, directors, officials, employees, agentsand volunteers are to be covered as additional insureds as respects: liability arising out of activities Consultant performs; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or any automobiles owned, leased, hired or borrowed by Consultant. The coverageshall contain no special limitations on the scopeof protection afforded to City, and their respective elected and appointed officers, officials, employees or volunteers. Consultant' s insurance shall apply separatelyto eachinsured against whom claim is madeor suit is brought, except with respectto the limits of the insurer's liability.

Any deductibles or self-insuredretentions must bedeclaredto and approvedby City. At the option of City, either the insurer shall reduceor eliminate suchdeductiblesor self-insuredretentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultantshall procure a bond guaranteeingpayment of lossesandrelatedinvestigations, claim administration, defense expenses and claims. The Consultant agrees that the requirement to provide insuranceshall not be construedas limiting in any way the extent to which the Consultant may be held responsible for the payment of damages to any persons or property resulting from the Consultant's activities or the activities of any person or persons for which the Consultant is otherwise responsible nor shall it limit the Consultant' s indemnification Iiabilities as provided in Section 5. 3.

In theeventthe Consultant subcontractsany portion of thework in compliance with Section

4. 5 of this Agreement, the contract between the Consultant and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Consultant is required to maintain pursuant to Section 5. 1, and such certificates and endorsements shall be provided to City.

5. 3 Indemnification.

To the full extent permitted by law, Consultant agrees to indemnify, defend and hold harmlesstheCity, its officers, employeesand agents ("Indemnified Parties") against, and will hold and savethem and eachof them harmlessfrom, any and all actions, eitherjudicial, administrative, arbitration or regulatory claims, damagesto personsor property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or threatened ( herein " claims or liabilities") that may beassertedor claimed by anyperson, firm or entity arising out of or in connectionwith thenegligent performance of the work, operations or activities provided herein of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (" indemnitors"), or arising from Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or indemnitors' negligent performance of or failure to perform any term, provision, covenantor condition of this Agreement, and in connectiontherewith:
a) Consultant will defend any action or actions filed in connection with any of saidclaims or liabilities andwill payall costsandexpenses, including legalcostsandattorneys' fees incurred in connection therewith;
b) Consultantwill promptly payanyjudgmentrenderedagainstthe City, its officers, agentsor employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Consultant 01007. 00011574520. 3
hereunder; and Consultant agreesto save and hold the City, its officers, agents, and employees harmless therefrom;
c) In the eventthe City, its officers, agentsor employeesis madea party to any action or proceedingfiled or prosecutedagainstConsultantfor suchdamagesor otherclaims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Consultant hereunder, Consultant agreesto pay to the City, its officers, agents or employees, any andall costsand expensesincurred by the City, its officers, agentsor employees in such action or proceeding, including but not limited to, legal costsand attorneys' fees.

Consultant shall incorporate similar indemnity agreementswith its subcontractorsand if it fails to do soConsultantshall befully responsibleto indemnify City hereundertherefore, andfailure of City to monitor compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of Consultant in the performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities occurring as a result of City' s sole negligenceor willful actsor omissions, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City' s negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessnessor willful misconduct of thedesignprofessional. The indemnity obligation shall be binding on successorsand assigns of Consultant and shall survive termination of this Agreement.

5. 4 Sufficiency of Insurer.

Insurance required by this Agreement shall be satisfactory only if issued by companies qualified to do businessin California, rated "A" or better in the most recent edition of BestRating Guide, The Key Rating Guide or in theFederalRegister, andonly if they areof a financial category Class VII or better, unlesssuch requirements are waived by the Risk Manager of the City (" Risk Manager") due to unique circumstances. If this Agreement continues for more than 3 years duration, or in the event the risk manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the City, the Consultant agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from the Risk Manager.

ARTICLE 6. RECORDS, REPORTS, AND RELEASE OF INFORMATION

6. 1 Records.

Consultant shall keep, and require subcontractorsto keep, suchledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursementschargedto City and servicesperformed hereunder (the "books andrecords"), as shall be necessaryto perform the servicesrequired by this Agreement and enablethe Contract Officer to evaluate the performance of such services. Any and all such documents shall be maintained in accordancewith generally acceptedaccounting principles and shall be complete and detailed. The Contract Officer shall havefull and freeaccessto suchbooks andrecordsat all times during normal businesshoursof City, including the right to inspect, copy, audit and make recordsand transcripts 01007. 0001/ 6745203 - 10-
from such records. Such records shall be maintained for a period of three (3) years following completion of the serviceshereunder, andthe City shall haveaccessto suchrecordsin the eventany audit is required. In the event of dissolution of Consultant's business, custody of the books and recordsmaybegivento City, andaccessshallbe providedby Consultant's successorin interest.

Notwithstanding theabove, the Consultant shall fully cooperatewith the City in providing accessto thebooks andrecordsif a public recordsrequestis madeanddisclosureis required by law including but not limited to the California Public Records Act.

6. 2 Reports,
Consultant shall periodically prepare and submit to the Contract Officer such reports concerningtheperformanceof the servicesrequired by this Agreementasthe Contract Officer shall require. Consultant hereby acknowledgesthat the City is greatly concernedabout the cost of work and services to be performed pursuant to this Agreement. For this reason, Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materiallyincreaseor decreasethecostof theworkor servicescontemplatedhereinor, if Consultant is providing designservices, the costof the project being designed, Consultant shall promptly notify the Contract Officer of said fact, circumstance, technique or event and the estimated increased or decreasedcostrelatedtheretoand, if Consultantisproviding designservices, theestimatedincreased or decreasedcost estimatefor the project being designed.

6.3 Ownership of Documents.

All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ( the " documents and materials") prepared by Consultant, its employees, subcontractors and agents in the performance of this Agreement shall bethe property of City and shall bedelivered to City upon requestof the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership use, reuse, or assignmentof the documentsand materials hereunder. Any use, reuseor assignment of such completed documents for other projects and/ or use of uncompleted documents without specific written authorization by the Consultant will be at the City' s sole risk and without liability to Consultant, andConsultant'sguaranteeandwarrantiesshall not extendto suchuse, reuse or assignment. Consultant may retain copies of such documentsfor its own use. Consultant shall have the right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documentsor materials preparedby them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damagesresulting therefrom. Moreover, Consultant with respectto any documentsand materials that may qualify as "works madefor hire" as defined in 17 U. S.C. § 101, suchdocumentsand materials are herebydeemed "works made for hire" for the City.

6. 4 Confidentiality and Releaseof Information.
a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not releaseor disclose any such 01007. 00011674520. 3 -) 1-
information or work product to persons or entities other than City without prior written authorization from the Contract Officer.
b) Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from the Contract Officer or unless requested by the City Attorney, voluntarily provide documents, declarations, lettersof support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Responseto a subpoenaor court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. c) If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costsand fees, including attorneys fees, causedby or incurred asa result of Consultant's conduct. d) Consultant shall promptly notify City should Consultant, its officers, employees, agentsor subcontractorsbe servedwith any summons, complaint, subpoena, notice of deposition, requestfor documents, interrogatories, requestfor admissionsor otherdiscoveryrequest, court order or subpoenafrom any party regarding this Agreement and the work performed there under. City retains the right, but has no obligation, to representConsultant or be present at any deposition, hearing or similar proceeding. Consultant agreesto cooperate fully with City and to provide City with the opportunity to review any responseto discovery requests provided by Consultant. However, this right to review any such responsedoes not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7. 1 California Law.

This Agreement shall be interpreted, construed and governed both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles, State of California, or any other appropriate court in such county, and Consultant covenantsand agreesto submit to the personal jurisdiction of such court in the event of such action. In the event of Iitigation in a U. S. District Court, venueshall lie exclusively in the Central District of California, in the Countyof Los Angeles, State of California.

7. 2 Disputes: Default.

In theeventthat Consultant is in default under thetermsof this Agreement, theCity shallnot haveany obligation or duty to continue compensatingConsultant for any work performed after the dateof default. Instead, the City may give notice to Consultant of thedefault andthe reasonsfor the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty ( 30) days, but may be extended, though not reduced, if circumstanceswarrant. During the period of time that Consultant is in default, the City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices. In the alternative, the City may, in its solediscretion, elect to pay someor all of the outstandinginvoices 01007. 00011674520. 3 - 12-
during the period of default. If Consultant doesnot cure the default, the City may take necessary stepsto terminatethis Agreementunderthis Article. Any failure on thepartof theCity to give notice of the Consultant's default shall not bedeemedto result in a waiver of the City' s legal rights or any rights arising out of any provision of this Agreement.

7. 3 Retention of Funds.

ConsultantherebyauthorizesCity to deductfrom anyamountpayableto Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunderor which are necessaryto compensateCity for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reasonof Consultant's actsor omissions in performing or failing to perform Consultant'sobligation underthis Agreement. In the eventthat any claim is madeby a third party, the amount or validity of which is disputedby Consultant, or anyindebtednessshall exist which shall appearto bethe basisfor aclaim of lien, City may withhold from any payment due, without liability for interest becauseof such withholding, an amount sufficient to cover suchclaim. The failure of City to exercisesuchright to deduct or to withhold shall not, however, affect the obligations of the Consultant to insure, indemnify, and protect City as elsewhereprovided herein.

7. 4 Waiver.

Waiver by any party to this Agreement of anyterm, condition, or covenantof this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any party of any breachof the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequentbreachor violation of any provision of this Agreement. Acceptance by City of any work or servicesby Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exerciseof any right or remedy by a non -defaulting party on any default shall impair such right or remedy or be construedas a waiver. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the sameor any other provision of this Agreement.

7. 5 Rights and Remedies are Cumulative.

Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remediesof the partiesarecumulative andthe exerciseby either party of one or more of suchrights or remediesshall not preclude the exerciseby it, at the sameor different times, of any other rights or remediesfor the samedefault or any other default by the other party.

7. 6 Legal Action.

In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy anydefault, to recover damagesfor anydefault, to compelspecific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposesof this Agreement. Notwithstanding any contrary provision herein, Consultant shall file astatutory claim pursuantto GovernmentCodeSections905et. seq. and 910 et. seq., in order to pursuea legal action under this Agreement. 01007, 0001/ 674520. 3 . 11-

7. 7 Termination Prior to Expiration of Term.

ThisSectionshallgovernanyterminationof thisContractexceptasspecificallyprovidedin thefollowing Sectionfor terminationforcause. TheCity reservestherighttoterminatethisContract at any time, with or without cause, upon thirty ( 30) days' written notice to Consultant, except that wheretermination is dueto the fault of the Consultant, the period of notice may be suchshortertime as may be determined by the Contract Officer. In addition, the Consultant reservesthe right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, exceptthatwhereterminationis duetothefault of theCity, theperiodof noticemaybesuch shortertime asthe Consultantmay determine. Upon receipt of any notice of termination, Consultant shallimmediatelyceaseall serviceshereunderexceptsuchasmaybespecificallyapprovedby the Contract Officer. Except where the Consultant has initiated termination, the Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination andfor any servicesauthorized by the Contract Officer thereafterin accordancewith the Scheduleof Compensationor suchasmay beapproved by the Contract Officer, exceptasprovided in Section 7.3. In the event the Consultant has initiated termination, the Consultant shall be entitled to compensationonly for thereasonablevalueof thework productactuallyproducedhereunder. In the event of termination without cause pursuant to this Section, the terminating party need not providethenon -terminatingpartywith theopportunityto curepursuantto Section7.2.

7. 8 Termination for Default of Consultant.

If termination is due to the failure of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over the work and prosecutethe sameto completion by contract or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall usereasonableefforts to mitigate suchdamages), and City may withhold any paymentsto the Consultant for the purposeof set-off or partial payment of the amountsowed the City as previously stated.

7. 9 Attorneys' Fees.

If either party to this Agreement is requiredto initiate or defendor madeaparty to anyaction or proceedingin any way connectedwith this Agreement, the prevailingparty in suchactionor proceeding, in additionto anyotherrelief whichmaybegranted, whetherlegalorequitable, shallbe entitled to reasonableattorney' sfees. Attorney' sfeesshall include attorney's feeson anyappeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonablecosts for investigating suchaction, taking depositions and discovery and all other necessarycoststhe court allows which are incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. CITY OFFICERS AND EMPLOYEES: NON- DISCRIMINATION

8. 1 Non - liability of City Officers and Employees.

No officer or employee of the City shall be personally liable to the Consultant, or any successorin interest, in the eventof any default or breachby the City or for any amount which may 01007. 0001 ` 674520. 3 - 14-
become due to the Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8. 2 Conflict of Interest.

Consultant further covenantsthat in the performanceof this Agreement, no personhaving any such interestshall be employed by it asan officer, employee, agentor subcontractorwithout the express written consent of the Contract Officer. Consultant agrees to at all times avoid conflicts of interest or the appearanceof any conflicts of interest with the interests of City in the performance of this Agreement.

No officer or employeeof the City shall haveany financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects her/ his financial interest or the financial interest of any corporation, partnershiporassociationin which (s)heis, directlyorindirectly, interested, inviolationof anyState statute or regulation. The Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8. 3 Covenant A ainst Discrimination.

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

8. 4 Unauthorized Aliens.

Consultant herebypromises and agreesto comply with all of the provisions of the Federal Immigration and Nationality Act, 8 U. S.C.A. §§ 1101, et seq., as amended, and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ suchunauthorized aliens for the performance of work and/or servicescovered by this Agreement, andshouldanyliability or sanctionsbeimposedagainstCity for suchuseof unauthorizedaliens, Consultantherebyagreesto andshallreimburseCity for thecostof all suchliabilities or sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9. 1 Notices.

Any notice, demand, request, document, consent, approval, or communication either party desiresor is required to give to the other party or any other person shall be in writing and either servedpersonally or sentby prepaid, first- classmail, in the caseof the City, to theCity Managerand 01007, 0001/ 674520. 3 - 15-
to the attention of the Contract Officer ( with her/ his name and City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the Consultant, to the person( s) at the address designated on the execution page of this Agreement. Either party may change its address by notifyingtheotherpartyof thechangeof addressin writing. Noticeshallbedeemedcommunicated atthetimepersonallydeliveredor in seventy-two (72) hoursfrom thetime of mailingif mailedas provided in this Section.

9. 2 Interpretation.

9. 3 Counterparts.

ThisAgreementmaybeexecutedin counterparts, eachof which shallbedeemedto be an original, and such counterparts shall constitute one and the same instrument.

9. 4 Integration; Amendment.

This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the parties. It is understood that there are no oral agreements betweenthe partiesheretoaffecting this Agreement andthis Agreement supersedesandcancelsany and all previous negotiations, arrangements, agreementsand understandings, if any, between the parties, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unlessmade in writing and approved by the Consultant and by the City Council. The parties agree that this requirement for written modifications cannot be waived and that any attemptedwaiver shall be void.

9. 5 Severability.

In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections containedin this Agreement shall be declaredinvalid or unenforceableby avalidjudgment or decree of a court of competentjurisdiction, such invalidity or unenforceability shall not affect any of the remainingphrases, sentences, clauses, paragraphs, or sectionsof thisAgreementwhicharehereby declaredasseverableand shall beinterpreted to carry out the intent of the parties hereunderunless the invalid provision is somaterial that its invalidity deprives either party of thebasicbenefitof their bargain or renders this Agreement meaningless.

9. 6 Warranty & Representation of Non - Collusion.

Consultant further warrantsandrepresentsthat (s)he/it hasnot engagedin anyact(s), omission(s), or other conduct or collusion that would result in the payment of any money, consideration, or other thing of value to anythird party including, but not limited to, any City official, officer, or employee, asa result of consequenceof obtaining or being awardedanyagreement. Consultant is awareof and understandsthat any suchact(s), omission(s) or other conduct resulting in suchpayment of money, consideration, or other thing of value will render this Agreement void and of no force or effect.

Consultant' s Authorized Initial / 1

9. 7 Corporate Authority.

The personsexecuting this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, ( ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, ( iii) by so executingthis Agreement, suchparty is formally bound to theprovisions of this Agreement, and (iv) the entering into this Agreementdoesnot violate any provision of any other Agreement to which saidparty is bound. This Agreementshall bebinding upon the heirs, executors, administrators, successors and assigns of the parties.

SIGNATURES ON FOLLOWING PAGE]
01007. 00011674520. 3 --
L WTF, NM WHEREOF, t1m pales h= t3 Pave tEds1 F= mnak cstfzr- d&:( s) and ya s) set faith bduw, i n that dis Agra= ant. be effcaim an Deoemb-- 3r

APPROVED AS TO FORK

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THE LIGHTHOUSE HOME FOR MEDICALLY
FRAGILE CHILDREN, INC.
6y:2 Lisa
Title= Presid= WExecutive Director
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Date: lb - Ig , 2020
Address- 30845 Buming Tree Drive
Canyon Lake, CA 92587
Two corpmrate aiBCer s4patmres regoired when Coasattamt is a corporation, with we sipature required from each of the fagowinggroaps: l) Chairman oftheBoard. President orany Vice aad2) Secretary, a" AWsb tSecretary. Chief Fina cial Officer or any Assislaut Treasurer. CONSULTANTS SIGNATURES SHALL BE DULY NOTARIZED, AND

APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONSAPPLICABLETO CONSULTANTS BUSINESS ENTITY. nium 0MV67ts2D3 - 19-

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
A notarypublicor otherofficer completingthiscertificateverifiesonly the identityof the individualwho signedthe document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.

STATE OF CALIFORNIA
R1tlel' s10r.

COUNTY OF b6 ' A .

On OCT I' 9 2020 before me, A1, T_ , ,{ personally appeared( 1ji , proved to me on the basisof satisfactoryevidenceto be the person(g) whosenamesks) is/am subscribedto the within instrumentand acknowledged to methat *e/she/tJerexecuted the samein h46/her/Oreirauthorizedcapacity(fes), andthat by4 is/her44&i-r signature( on the instrument the person($), or the entity upon behalf of which the person(4 acted, executed the instrument.
1certifyunderPENALTY OFPERJURYunderthelawsof theStateof Californiathattheforegoingparagraphis true and correct.

WITNESS my hand and official seal.
paroPuN t. aG"
N1111
otary Public - Californiaor
Riverside County
Signature: Commission p 2274141
MyComm. EApiresJan30, 2023

OPTIONAL
Thoughthedatabelow is not requiredby law, it mayprovevaluableto personsrelying on the documentandcould prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT

INDIVIDUAL

CORPORATE OFFICER
10 TITLE( S)

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S)

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
01007 04011674520, 3

TITLE OR TYPE OF DOCUMENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
A notarypublicor otherofficer completingthiscertificateverifiesonly theidentityof theindividualwho signedthe documentto whichthiscertificateis attached, andnotthetruthfulness, accuracyor validity of thatdocument.

STATE OF CALIFORNIA
Q r v4asfd%

COUNTY OF LGEL- ES
On / D , 2020 before me, L 1SA- Amo5 personally appeared , proved to me on the basis f satisfactoryevidenceto be theperson(s) whosenames(s) islaresubscribd to th withininstrumentand acknowledgedtomethatWsheltheyexecutedthesamein# is/hcrAhemir-authorizedcapacity(ies), andthatbyhis/her/their signature(s) on theinstrumenttheperson, or theentityuponbehalfof whichthepersolix acted, executedthe instrument.
1certifyunderPENALTYOFPERJURYunderthelawsof theStateof Californiathattheforegoingparagraphistrue and correct..` °' • LISA AMOS
4r COMM # 2322918 z
WITNESS my nd and cial seal. ° s : RIVERSIDE County
California Notary Publi
Signatur .+ c swn° Comm Exp March 1, 2024

OPTIONAL
Thoughthe databelowis not requiredby law, it mayprovevaluableto personsrelying on thedocumentandcould prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER

INDIVIDUAL

CORPORATE OFFICER

TITLE( S)

PARTNER( S) LIMITED

GENERAL

ATTORNEY- IN- FACT

TRUSTEE( S)

GUARDIAN/ CONSERVATOR
OTHER
SIGNER IS REPRESENTING:

NAME OF PERSON( S) OR ENTITY( IES))
01007. 0001/ 674520. 3

DESCRIPTION OF ATTACHED DOCUMENT
eb r r ua - i

TITLE & OR TYPE OF DOC ENT

NUMBER OF PAGES

DATE OF DOCUMENT

SIGNER( S) OTHER THAN NAMED ABOVE
I.

EXHIBIT " A"

SCOPE OF SERVICES
Consultant will perform the following Services:

A. GENERAL OVERVIEW - MEAL AND SNACK SERVICES FOR SUMMER

AND AFTER SCHOOL PROGRAMS
Contractor shall provide, on an as -neededbasis, food services (preparation and delivery of lunch andsuppermealsandsnacks) for the City' syouth SummerandAfterschool programs in accordance with this Exhibit " A." Services shall be provided in an unbiased and professional manner and in compliance with applicable USDA nutritional requirements for Child FoodProgramsfor ages6-13, asmay be amendedfrom time to time (seeFederal Register Vol. 81, No. 29, available at https:/iwww. govinfo. aov/content/pkg/ FR-2016-04- 25/ pdf/ 2016- 09412. nd().

It is estimatedthat during non-COVID pandemic/emergencytimes, Consultantwill be required to prepare and deliver approximately 28,000 lunches and 32,000 snacks cumulativelyduringthesummermonths (i.e. perSummerProgramyear, beginningin mid- June and continuing through mid-August) and 20, 000 suppers and 24, 000 snacks cumulativelyduringtheschoolyear (i.e. perAfterschoolProgramyear, beginningin mid- Augustandcontinuingthroughmid-June) pursuanttothisAgreement. However, asprovided in more detail in subsection ( B) of this Section 1, these figures are merely estimates, and actualserviceswill bebasedon City's need, asdeterminedandrequestedby theContract Officer. As of the effective date of this Agreement, it is unknown how the continued effects of theCOVID pandemicwill affecttheforegoingestimates. All servicesshallbeperformed in accordance with this Exhibit " A," includingbut not limited to the "Specifications" set forth in subparagraph ( 13)(7) of this Section I, below.

B. DESCRIPTION OF FOOD DISTRIBUTION SERVICES
The following table enumeratesthe Summerand Afterschool Program locations to which meals and snacks may be required to be delivered pursuant to this Agreement, except as otherwise provided in this Agreement ( the " Centers"):

Location Address
Anderson Park 19101 S. Wilmington Avenue, Carson, CA
90746
Calas Park 1000 E. 220th Street, Carson, CA 90745
Carriage Crest Park 23800 S. Figueroa Street, Carson, CA 90745 Carson Park 21411 S. Orrick Avenue, Carson, CA 90745
Del Amo Park 703 E. Del Amo Boulevard, Carson, CA
90746
01007. 00011674520 3 A- 1

2. Dolphin Park 21205 Water Street, Carson, CA 90745
Dominguez Park 21330 Santa Fe Avenue, Carson, CA 90810
James M. Foisia Park 23410 Catskill Avenue, Carson, CA 90745 Hemingway Park 700 E. Gardena Boulevard, Carson, CA 90746 Mills Park 1340 E. Diamondale Drive, Carson, 90746
Stevenson Park 17400 Lysander Drive, Carson, CA 90746
Veterans Park 22400 Moneta Avenue, Carson, CA 90745
The City reservesthe right to add or removeCentersby requestof the Contract Officer and without the need for amendment to this Agreement. The Contract Officer shall notify Consultant of any such changesnot less than one week prior to the first required date of service to the adjusted list of Centers.

Requirement Contract.
a) This Agreement is a requirement contract for the services specified herein. The quantities of meals or food services specified hereinabove are estimates only, and no meals or food services are purchased hereby. City shall not beobligated to place any minimum amount or number of orders for meals or food services. The utilization of Consultant for the services pursuant to this Agreement will be dependent upon the needs and requirements of the City, as determinedby the Contract Officer. Failure of City to order services in the amounts or quantities estimated herein shall not constitute a basis for any compensation payment or adjustment under this Agreement.
b) City shallnotbelimitedto theestimatesspecifiedhereinin ordering meals or food services from Consultant pursuant to this Agreement.

Services shall be provided as necessary to meet the needs of the City's SummerandAfterschoolProgramswith respectto lunchand supper meals and snacks, as determined and requested by the Contract Officer.
c) City may issueordersrequiringdelivery of mealsand snacksby Consultant at multiple Centers simultaneously.
d) All services shall be provided in accordance with applicable laws and regulations prescribed by the United States Department of Agriculture (" USDA") and the California Department of Education CDE") ( including, without limitation, applicable regulatory guidance provided at https:// www. cde. ca. gov/ ls.,'nu/ cc), as may be amended from time to time.
01007. 0001/ 674520. 3 A- 2

3. Pricing. The Partiesacknowledgeand agree that the serviceswill be provided by Consultant using grant funding from the USDA food and nutrition service, which grant program is administeredby CDE, and that the services will thus be provided at no cost to the City pursuant to this Agreement. As such, the Parties acknowledge and agree that Consultant is bound to comply with applicable federal and state laws, regulations, and requirements as necessaryto continue its access to such grant funding throughout the term of this Agreement, and that Consultant is subject to auditingby CDE or otherapplicableStateauthoritiesfor compliancewith such grant requirements. In the event that compliance with any such regulation or requirement conflicts with any provision of this Agreement such that Consultant' s compliance with such requirement would constitute a default under this Agreement, Consultant shall notify the Contract Officer of the natureof the conflict assoon asreasonablypossible, andthe Partieswill cooperatereasonablytoward entering into a mutually agreeableamendment to this Agreement that will facilitate Consultant's ability to comply with the applicable regulation( s) or grant requirement( s). The Parties acknowledge and agree that Consultant will be considered an authorized sponsor of the City pursuant to this Agreement for purposesof Consultant maintaining or re -applying for said grant funding asmay be necessarythroughout the term of this Agreement.

4. Provision of Meals and Snacks; Menu Change Procedure. Consultant shall provide meals and snacks on a daily basis while Summer and Afterschool programs are in effect, in accordance with the schedule set forth in Section I of Exhibit " D." Deviation from said schedule shall be permitted only upon authorization of the Contract Officer. The Contract Officer may periodically requestmenu changesor specialdietary accommodations (e.g., vegetarian meals). When an emergency or unforeseen situation prevents Consultant from providing or delivering a specified type of food or meal component contemplated by a monthly menu provided pursuantto Section IILA of this Exhibit, Consultant' s Contract Representative shall notify the Contract Officer of the issue as soon as reasonably possible, and the two officers shall cooperatereasonablytoward finding andselecting a mutually agreeable temporary substitution.

5. Orders for Delivery of Meals and Snacks. Delivery of all mealsandsnacks will be provided by Consultant pursuant to and in accordancewith orders placedby the City, via its ContractOfficer (or his or her designee). The Contract Officer will order meals and snacks on Tuesday of the week precedingthe week of delivery. Orderswill beplaced for thetotal number of daysin the relevant week (i.e. the week subsequentto theweek during which the order is placed), and will include breakdown totals for each Center and each type of meal or snack. The City reserves the right to increase or decrease the number of meals and snacks ordered upon 24 hours' advance notice to Consultant (or lessif mutually agreedupon between the Contract Officer and Consultant' s Contract representative).
01007. 0001/ 674520. 3 A- 3
fi. NoncompIiance. The City reservesthe right to inspect and determine the quality of all food provided or delivered pursuantto this Agreement and to reject any meals or snacks that do not comply with this Agreement.

Consultant shall not be permitted to make unauthorized menu changes, deliver incomplete meals, deliver meals outside the specified delivery time period, or deliver meals that do not comply with the specifications or other applicable provisions setforth in this Agreement. The City reservesthe right to obtain meals from other sources if meals are rejected due to any of the foregoingreasons, andConsultantshallberesponsiblefor anycostincurred by City in doingso. TheContractOfficer or City representativeinspecting shall notify Consultant in writing, for any meals rejected, of the number of meals rejected and the reasons for rejection.

7. Specifications.
a) Packaging.
i) Hot meal unit packaging shall be suitable for maintaining meals in accordance with local health standards. Containers and overlay shall have an airtight closure, be of non-toxic material, and be capable of withstanding temperatures of 400° F ( 204° C) or higher.
ii) Cold meal unit or unnecessary -to -heatcontainersandoverlay shall be plastic or paper and be of non- toxic material. iii) Cartons - each carton shall be labeled, and the label shall include:

A) The processor' s ( plant) name and address;
B) Item identity and meal type;
C) Date of production; and
D) Quantity of individual units per carton.
iv) All meals shall be delivered with the following non-food items: condiments, straws, napkins, single service ware, etc. b) Food Preparation. Meals shall be prepared under properly controlled temperaturesandassemblednot more than 24 hoursprior to delivery. c) Food Specifications. Meals shall consist of five ( 5) food components:
one ( 1) grain, one ( 1) protein, one ( 1) fruit, one ( 1) vegetable, and one ( 1) dairy. Snacksshall consist of two ( 2) of the foregoing five 5) food components. Portions shall be asspecified by USDA/ CDE regulations or grant requirements and as required in this Agreement. 01007. 00011674520. 3 A- 4
All meat and meat products, except sausage products, shall have been slaughtered, processed, and manufactured in plants inspected under a USDA - approved inspection program, and shall bear the appropriate seal. Upon delivery, all meat and meat products must be sound, sanitary, and free of objectionable odors or signs of deterioration.

Options for vegetarian and special diet meals will be made available upon request.
d) Product Specifications. " Milk and milk products" are defined as fluid types of pasteurized flavored or unflavored whole milk or low fat milk, or skim milk or cultured buttermilk, which meets State and local standards for such milk..." All milks and milk products provided or delivered pursuant to this Agreement shall conform to the foregoing definitions.

Delivery Requirements.
a) Deliveries shall be made by Consultant to the applicable Center(s) and in accordancewith the applicable order from the City. b) All meals and snacks ordered shall be delivered, unloaded, and placed in thekitchen of thedesignatedCenterby the time(s) specified in the order.
c) Adequate refrigeration or heating shall be provided during transportation and delivery to ensure the wholesomeness of all meals and snacksat delivery in accordancewith applicable federal, state and local regulations and grant requirements.
d) Any changesin transportation costs arising from any adjustment to the list of Centerswill beborne by Consultant andnot chargedto the City.
e) On field trip days, Consultant may be required, at no additional cost to City, to deliver meals and snacks to the Centers at alternate deliverytimes, asmayberequestedby theContractOfficer, in order to facilitate transportation of the meals and snacksto the field trip locations by City and/or program participants.
f) The Contract Officer, upon 24 hours' advance notice to Consultant, may require Consultant to prepareanddeliver mealsto bedistributed to children at special events outside of the regular schedule or Centers specified in this Agreement.

Equipment. Consultant shall provide the following items of equipment and supplies to Centers as needed, pursuant to request of the Contract Officer and at no additional cost to City: ( i) documentation binder; ( ii) food thermometer; iii) refrigerator thermometer; ( iv) hot box warmer; and ( v) refrigerator. 01007. 00011674520. 3 A- 5

10. Trainings. Consultant shall conduct training sessions for City staff, annually or at other intervals asrequestedby the Contract Officer, for the purposeof training City staff to properly serve and distribute meals preparedor delivered by Consultant pursuant to this Agreement, and to properly document same in accordance with applicable federal, state and local regulations and grant requirements.

11. Food Tasting. As requested by the Contract Officer, Consultant shall facilitateperiodicfood tastingby City of mealsandsnacksto be provided pursuant to this Agreement.

12. Supervision and Inspection. Consultant shall provide management supervision at all times while providing the services, and shall maintain constant/regular quality control inspections to check for portion size, appearance, andpackaging, in addition to the quality of all food productsand components provided pursuant to this Agreement.

13. Record Keeping
a) Consultant shall prepare three ( 3) transport records - one for Consultant, one for Center personnel, and one for the Contract Officer. Transport records shall be itemized to show the number of meals/ snacks of each type delivered to each Center. Designees of the City at eachCenter will check the adequacyof the delivery and the meals before signing the transport record.
b) Consultant shall maintain adequate transport records, purchase order records, production records, delivery records, andinspection records as necessary to document compliance with this Agreement and applicable laws and regulations.
c) The books and records of Consultant pertaining to the services provided pursuant to this Agreement shall be available for City review and inspection, upon request of the Contract Officer and at any reasonabletime andplace, for aperiod of three (3) yearsfrom the date of expiration or termination this Agreement, or until the final resolution of any audits or inspections of Consultant conducted by applicable state and federal authorities, whichever is later. d) Consultant shall provide reports on meals provided or delivered as requestedby the Contract Officer for City presentations.

14. Inspection of Facility
a) The City ( without limitation as to applicable CDE and USDA inspection rights) has the right, but not the obligation, to inspect the facilities where meals or snacks are prepared or delivered pursuant to this Agreement without notice at any time, and to be presentduring 01007. 00011674520. 3 A- 6
preparation and delivery meals and snacks pursuant to this Agreement.
b) The Parties acknowledge and agree that Consultant' s facilities are subject to periodic inspections for compliance with USDA/ CDE regulations and/or other applicable laws and regulations by the USDA, theCDE/any other agencydesignatedto inspectmealquality for the State, and applicable local health authorities. c) Consultant shall arrange for the meals and snacks it prepares pursuant to this Agreement to be periodically inspectedby the applicable local health department or an independent agency to determine bacteria levels in the meals and snacks being prepared, transported, and delivered. Such levels shall conform to the standards which are applied by the applicable local health authority with respect to the level of bacteria which may be present in meals served by other establishments in the local jurisdiction.
d) Upon commencement of this Agreement, Consultant shall provide City with a copy of its health certification for all food service facilities in which it will prepare meals and/ or snacks pursuant to this Agreement.

15. Number of Meals and Delivery Times. Consultant shallprovide/deliver the exact number of meals requested/ ordered. Counts of meals will be made at all applicable Centers before meals are accepted. Damaged or incomplete meals shall not be included for purposes of determining compliance with this paragraph.

16. Emergencies. In the event of unforeseen emergency circumstances preventing Consultant from performing the services, notwithstanding anything in Section3.3 of this Agreementto thecontrary, Consultantshall, as soon as reasonably possible, notify the Contract Officer in writing of the following: ( a) any on-time performance or delivery that is rendered impossible by the emergency circumstances; ( b) the circumstance( s) precluding suchperformance or delivery; and (c) whetherandto what extent subsequentservices or deliveries will be affected. In such event, City may securemealsandsnacksby othermeansto replaceConsultant'sservicesfor the duration of the emergency period or the period in which Consultant is unableto perform, and Consultant shall reimbursethe City for the costof the mealsand snackssecuredby the City by such other means.

I!_ As part of the Services, Consultant will prepare and deliver the following tangible work products to the City:

A. See Exhibit D, Section II
01007. 40011674520 3 A- 7
III. In addition to the requirements of Section 6.2, during performance of the Services, Consultant will keep the City appraised of the status of performance by delivering the following status reports:

A. Monthly menus, inclusive of meal selectionsand any component substitutions.

B. Detailed reports at the conclusion of each program year (separately for Summer Program and Afterschool Program years if requestedby the Contract Officer), or more frequently asrequestedby the Contract Officer, demonstrating the number of mealsprovided (itemizedby lunches, suppersandsnacks) for therelevantprogram year along with the dollar value of the meals provided.

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

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

A. Lisa Amos, Executive Director
B. Sarah Jackson, Program Director
C. Mary Range, Secretary
D. Subcontractors:

City recognizes that Consultant will use subcontractors to provide the prepackagedfood Consultant delivers to City pursuant to this Agreement.

Consultant is solely responsiblefor thesubcontractors' preparation, handling, and transportationof food productsthat Consultant delivers to City pursuant to this Agreement.

2. Preferred Meal Systems, Inc., a Delaware corporation, and Revolution Foods, Inc., a Delaware corporation, are authorized subcontractors hired by Consultant to prepare and deliver food pursuant to this Agreement. 01007. 00011674520. 3 A-
EXHIBIT cc$ H

SPECIAL REQUIREMENTS
Superseding Contract Boilerplate)
added text shown in bold italics. deletions in strikethrough):

I. Section 1.8 (Additional Services) is stricken in its entirety because this is a zero -cost contract and the Contract Officer shall not expand Consultant' s services beyond those that may be provided pursuant to Exhibit " A."
II. Section 2.2 (Method of Compensation) is stricken in its entirety becausethis is a zero - cost contract.

III. Section 2.3 (Reimbursable Expenses) is stricken in its entirety becausethis is a zero - cost contract.

IV. Section 2.4 (Invoices) is stricken in its entirety because this is a zero -cost contract.

V. Section 3. 4 (Term) is hereby amended to read in its entirety as follows:

3. 4 Term
Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement shall continue in full force and effect until completion of the services but not exceeding three (3) ene-(1-) years from the date hereof, except as otherwise provided in the Schedule of Performance ( Exhibit 1131). At City' s option, and upon execution of a written amendment (duly approved by City) to this Agreement, the initial three- year term may be extended by tip to two ( 2) one-year extension periods."
VI. Section 7.2 ( Disputes; Default) is hereby amended to read in its entirety as follows:

7. 2 Disputes; Default
In the event that Consultant is in default under the terms of this Agreement, the City shall not have any obligation or duty to compensate
Consultant for any work performed after the date of default. Instead, the City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively thirty ( 30) days, but may be extended, though not reduced, if circumstanceswarrant. Pufing ! he period ef time that Gensultan! is in default, the / ity shall hold all inveiees and _sh ll; Arlhanthe deaf uk : ff- ed pfeeeed If
Consultant does not cure the default, the City may take necessary steps to terminate this Agreement under this Article. Any failure on the part of the City to give notice 01007. 00011674520 3 B- 1
of the Consultant's default shall not be deemedto result in a waiver of the City' s legal rights or any rights arising out of any provision of this Agreement." VII. Section 7.7 ( Termination Prior to Expiration of Term) is hereby amended to read in its entirety as follows:

7. 7 Termination Prior to Expiration of Term.

This Section shall govern any termination of this Contract except as specifically provided in the following Section for termination for cause. The City reservesthe right to terminate this Contract at any time, with or without cause, upon thirty ( 30) days' written notice to Consultant, except that where termination is due to the fault of the Consultant, the period of notice may be suchshorter time as may be determined by the Contract Officer. In addition, the Consultant reservesthe right to terminate this Contract at any time, with or without cause, upon sixty (60) days' written notice to City, except that where termination is due to the fault of the City, the period of notice may be such shorter time asthe Consultant may determine. Upon receipt of any notice of termination, Consultant shall immediately ceaseall serviceshereunder except such as may be specifically approved by the Contract Officer. Regardless which Party initiates termination of this Agreement, the Consultant shall not be entilled to compensation for services rendered pursuant to this Agreement. ENeept where the Gensultant h—es in-it-i-sted- ieFminatien, the Consultant shall be entitled to In the event of
termination without cause pursuant to this Section, the terminating party need not provide the non -terminating party with the opportunity to cure pursuant to Section

Carson City CouncilNovember 19, 2024

Carson City Council
November 19, 2024